TERMS AND CONDITIONS
ZIPDECK’S TERMS AND CONDITIONS OF USE
Welcome to Zipdeck! Please read our terms of service (these “Terms”) really carefully because they form a contract between you and Slideclinic digital ltd (The Supplier). (“Slideclinic digital ltd”, “we”, “us”, or “our”) under the brand name of Zipdeck that governs your access and use of (i) any services, tasks, projects, deliverables or products provided by Slideclinic digital ltd. ; (ii) any Slideclinic digital ltd. websites or applications; and (iii) any written or electronic use or features or other documentation provided or made available by Slideclinic digital ltd. under the brand name Zipdeck through the website located at www.zipdeck.co (together and individually the “Service(s)”).
By registering, using, or requesting the use of any of our Services you (The Customer) agree to be bound by the Terms of this agreement including any updates or revisions and all amendments and/or changes made from time to time. If you are using the Services on behalf of a company or organisation, you are agreeing to these Terms for that company or organisation and promising to Slideclinic digital ltd. that you have the authority to legally bind that company or organisation to these Terms (in which event, “you” and “your” will refer to that organisation) unless that organisation has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Slideclinic digital ltd. and are not barred under any applicable laws from doing so.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT ACCESS OR USE ANY OF OUR SERVICES.
You’re confirming that all of the data or information you provide to Slideclinic digital ltd. when using or agreeing to use the Services, including the use of Slideclinic digital ltd. websites (such information being the “Registration Data”), is true, accurate, current and complete information about yourself, and you must maintain and promptly update this information to keep it true, accurate, current and complete. The Registration Data includes, but is not limited to, your name, email, billing information and payment information.
You’re also confirming that you are over the age of 18, that you agree to be bound by these Terms, and you acknowledge that Slideclinic digital ltd. may change any of these terms at any time. If and when these Terms are changed, the changes will appear on this website. Your use of the Services after any changes have been posted will constitute your agreement to the modified Terms. Therefore, you should read these Terms from time to time to keep abreast of any changes.
The following definitions and rules of interpretation apply in these Terms and Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services
Commencement Date: the date that we send you a Project Confirmation email.
Conditions: these terms and conditions as amended from time to
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or firm who purchases Services from the Supplier.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Project Confirmation: The email confirming your project has been paid for and confirmed (if using the instant quoting tool) or an email confirming the project details for the work you have requested including confirmation of how payment will be made.
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes fax and email.
Basis of contract
The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when the Supplier issues a written Project Confirmation at which point and on which date the Contract shall come into existence (Commencement Date).
Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in any documentation provided by the Supplier, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
Supply of Services
The Supplier shall supply the Services to the Customer in accordance with the Project Specification in all material respects.
The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Project Confirmation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Supplier reserves the right to amend the Project Specification if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
Subject to these Terms, Slideclinic digital ltd. will use commercially reasonable efforts to provide you the agreed upon Services. Slideclinic digital ltd. has the right to cancel, terminate or abort any agreed or ongoing Services at any time, with immediate effect.
Subject to these Terms, Slideclinic digital ltd. will provide you with reasonable non-technical support during projects in accordance with Slideclinic digital ltd.’s usual practices.
Slideclinic digital ltd. doesn’t provide technical support at any time. Slideclinic digital ltd. doesn’t provide any forms of support after delivery of the Services or after a project has been closed or completed. Slideclinic digital ltd. doesn’t guarantee that any Services provided will remain functioning or compatible after delivery. Slideclinic digital ltd. does not provide or guarantee for any online hosting or support service on www.zipdeck.co or any other third-party service, website or domain. It’s your responsibility that any electronic or online delivery or Service provided by Slideclinic digital ltd. including any account data, registration data, access data or any other data are copied and saved to your own secure location by you.
The Customer shall:
(a) ensure that any instructions given that relate to the service are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) comply with all applicable laws, including health and safety laws;
(g) comply with any additional obligations as set out in the Project Confirmation.
(h) be responsible for duplicative uploads of content or selecting the incorrect service type/turnaround time.
(i) facilitate the ability to receive potentially large presentation files from the supplier, if the standard methods of file transfer used by the supplier are prohibited by the customer’s IT systems.
The Customer is responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and similar equipment (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of any Equipment, your account, any passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or expressed consent.
If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Without limiting the generality of the foregoing sentence, the following are examples of the kind of content and/or use that is illegal or prohibited by Slideclinic digital ltd. and you agree not to use the Service to:
i. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libellous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Slideclinic digital ltd. is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Slideclinic digital ltd. or its users to any harm or liability of any type;
You indemnify us from and against all actions, claims, suits, demands, damages, liabilities, costs and expenses that may arise out of or are in any way connected to: (i) your use of the Site, including but not limited to your breach of these Terms, your breach of any third party right and/or any claims arising from and in connection to your Presentations.
We reserve the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law.
Customer acknowledges that Slideclinic digital ltd. may establish general practices and limits concerning use of the Platform, including without limitation the maximum period of time that Customer Data will be retained by the Platform and the maximum storage space that will be allotted on Slideclinic digital ltd. servers on Customer’s behalf.
Charges and payment
The Charges for the Services will be as set out in the Project Confirmation or quotation.
Slideclinic digital ltd. reserves the right to change its prices, fee structures or applicable charges and to institute new charges and fees at any time without notifying you. Changes in prices or fee structure or other charges will apply to any Project started thereafter, regardless of you having used Slideclinic digital ltd. Services prior to such changes. It is your responsibility to enquire about the latest prices and fee structure.
Slideclinic digital ltd. may choose to bill through an invoice, in which instance a signed Purchase Order will need to be supplied before work can begin. In any case, full payment for invoices issued, and for amounts that have been attempted charged on your credit card or by another payment method, in any given month, must be received by Slideclinic digital ltd. no later than fourteen (14) days after the earliest of the emailing date of the invoice, and the date of the attempted charge to credit card or other payment method, unless otherwise has been agreed with Slideclinic digital ltd. in writing. If any outstanding amount has not been paid within 14 days, a GBP 50 late payment fee may be added to the unpaid amount. Furthermore, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Unpaid amounts that have not been paid after 30 days may be sent to a Debt Collection agency. You shall be responsible for all taxes associated with Services other than UK taxes based on Slideclinic digital ltd.’s net income.
Payment by bank transfer or wire transfer is subject to a GBP 40 transaction fee that will be added to your invoice.
We reserve the right to invoice incurred amount on a Project at any time, including but not limited to situations where we await your feedback or your confirmation that the Project has been completed. In situations where we do not receive feedback or confirmation of completion within 14 days from delivery of any Service, either complete or incomplete, incurred amount on the Project will be invoiced automatically. Slideclinic digital ltd. reserves the right to close and invoice a Project if it is still ongoing 30 days after you received or should have received the Project Confirmation email. Subject to these Terms, Slideclinic digital ltd. will provide reasonable support to start another new Project for any work remaining.
The Supplier also reserves the right to charge the following additional costs to the Customer:
(a) in respect of amendments to the Services or Deliverables requested by the Customer which are outside the scope of the Project Confirmation;
(b) in respect of any additional costs incurred by the Supplier if the Customer fails to meet approval dates / sign off stages in accordance with the Supplier’s requests;
(c) in respect of any additional costs incurred arising from delays in supply of source materials, collateral, products, services or personnel organised by the Customer or its representatives and / or problems encountered by the Supplier in the functionality or usability of such materials or services;
(d) if through no fault of the Supplier, the Supplier finds itself in an overspend position;
provided that the Supplier shall give the Customer prior written notice of any additional costs and shall not, where reasonably possible, incur such additional costs without the Customer’s prior approval. Such costs shall be added to final instalment of the Charges unless otherwise agreed by the parties.
(e) Where payment on account has been agreed, the services shall not commence until a signed Purchase Order for the services has been received.
(f) The Supplier shall invoice the Customer in accordance with the payment schedule as set out in the Project Confirmation.
The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice, unless otherwise agreed by the Supplier and the Customer; and time for payment shall be of the essence of the Contract.
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under the aforementioned clause, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
If you believe that Slideclinic digital ltd. has billed you incorrectly, you must contact Slideclinic digital ltd. no later than 7 days after receiving the Project Closed email or invoice, in whichever the error or problem first appeared, in order to receive an adjustment or credit. Enquiries should be directed to firstname.lastname@example.org or by contacting your Design Manager. It is your responsibility to terminate a Project if progress is not deemed satisfactory, and hours used by you on the Slideclinic digital ltd. platform must be paid in full, regardless of satisfaction with end product. It is your responsibility to enquire for progress reports sufficiently frequently to evaluate progress.
By using or agreeing to use the Services, you commit to provide a valid payment method with available funds to pay for any Fees through an account on zipdeck.co, and to maintain a valid payment method until all Services are paid for. Slideclinic digital ltd. reserves the right to not provide any Services before you have provided a valid payment method.
Intellectual property rights
All intellectual property rights in or arising out of or in connection with the services (other than intellectual Property rights in any materials provided by the customer) shall be owned by the supplier.
The supplier grants to the Customer, or shall procure the direct grant to the customer of a fully paid up, worldwide, non-exclusive royalty free license during the term of the Deliverables (excluding materials provided by the customer) for the purposes of receiving and using the Services and the Deliverables in its business, unless the supplier is not permitted by any third parties to licence any element of the Deliverables.
The customer shall not sub-licence assign or otherwise transfer the rights granted by the supplier
The customer grants the supplier a fully paid-up, non-exclusive, royalty-free non-transferrable license to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract to the supplier for the term of the Contract for the purpose of providing the services to the customer.
The customer grants the Supplier the right to use any non-sensitive materials or Deliverables which are not owned by the Supplier for the supplier’s promotion purposes.
The customer acknowledges and agrees that any Suggestions provided by you to Slideclinic digital ltd. are non-confidential, shall become the property of Slideclinic digital ltd. and Slideclinic digital ltd. will be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Data protection and data processing
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means any Data Protection Legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
Without prejudice to the generality of the aforementioned clauses, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract.
Without prejudice to the generality of the aforementioned clauses, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(b) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(c) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(d) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(f) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(g) maintain complete and accurate records and information to demonstrate its compliance with this clause
Limitation of liability:
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
The Supplier and the Customer shall each have the necessary insurance in place and shall make details of that insurance available to other party at its reasonable request.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to the aforementioned clause, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.
(a) cap. The cap is the greater of £5,000 or one hundred per cent (100%) of the total charges in the contract year in which the breaches occurred.;
(b) contract year. A contract year means a 12-month period commencing with the date of the Contract or any anniversary of it;
(c) total charges. The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of goods and services actually supplied by the Supplier, whether or not invoiced to the Customer; and
(d) total liability. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
This clause sets out specific heads of excluded loss and exceptions from them:
(a) Subject to the aforementioned clause, the types of loss that follow are wholly excluded by the parties.
(i) Loss of profits
(ii) Loss of sales or business.
(iii) Loss of agreements or contracts.
(iv) Loss of anticipated savings.
(v) Loss of use or corruption of software, data or information.
(vi) Loss of or damage to goodwill.
(vii) Indirect or consequential loss.
The Supplier has given commitments as to compliance of the Services with relevant specifications in the clauses relating to Supply of Services. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.]
This clause shall survive termination of the Contract.
Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 2 (two) months’ written notice.
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed or the Supplier reasonably believes that the Customer is about to become subject to any of them.
Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
Consequences of termination
On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination [or expiry].
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
The Customer will not during the term of the contract and for 12 (twelve) months after termination of the contract entice, solicit or engage any person who was an employee or a consultant or otherwise engaged by the Supplier during such period and worked on the contract.
If this restriction shall be held to be void but would be valid if part of its wording was deleted, the restriction shall apply with such deletion as may be necessary to make it valid or effective.
The Customer will not, directly or indirectly: reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or any data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Slideclinic digital ltd. or authorised within the Services); or use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Assignment and other dealings.
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract [without the prior written consent of the Supplier].
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by the following clause:
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Project Confirmation.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service; and
(ii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Third party rights
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Please contact us if you have any questions regarding our terms.