STANDARD TERMS AND CONDITIONS
Background
1. Addreax Group Limited, a company registered in England and Wales under number 12013604 whose registered office is at 42 Lytton Road, Barnet, Hertfordshire, EN5 5BY, United Kingdom, (hereinafter "we" or "us" or "Service Provider") is the parent and holding company for a number of companies (such companies together with the Service Provider, hereinafter the "Addreax Group") and the owner of an internet marketing service provider powered by Addreax, a bespoke system engine which uses AI to analyse the effect of, and reactions to, different forms of direct marketing to various segments of its plugged-in customer databases in order to optimise customer engagement.
2. The Addreax Group and its many joint venture and collaboration partners and investment holdings, together form an inter-connected eco-system (hereinafter the "Addreax Eco-system") which gives access to customer databases through its various verticals and channels.
Application and entire agreement
3. By accepting a quotation for our services or by purchasing online a subscription package for our services, you (hereinafter "you" or the "Customer") enter into an agreement (hereinafter "Agreement") with the Service Provider for the provision of the services stated in the relevant quotation or online subscription package (hereinafter "Services").
4. These Terms and Conditions apply to the Agreement for the provision of the Services and shall be incorporated in the Agreement and form an integral part of the Agreement.
5. You are deemed to have accepted these Terms and Conditions when you accept a quotation or purchase online a subscription for our Services or from the date of any performance of the Services (whichever happens earlier).
6. The Agreement (incorporating these Terms and Conditions) are the entire agreement between us in relation to the Services and you acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf.
7. The Agreement (incorporating these Terms and Conditions) apply to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
8. These Terms and Conditions may be revised and updated from time to time. Publication of revised Terms and Conditions on our website shall be deemed to constitute notice to you of such changes and any such revised Terms and Conditions shall be incorporated into the Agreement in place of the existing Terms and Conditions.
Definitions and Interpretation
9. Definitions given throughout these Terms and Conditions shall apply. In addition the following definitions shall apply:
"Business Day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
"Intellectual Property Rights" means patents, rights to inventions, copyright, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered 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.
10. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
11. Words in the singular shall include the plural and vice-versa.
Services
12. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the Services stated in the Agreement.
13. From time to time we may be required to make changes to the Services or the manner in which we perform the Services as a result of changes to applicable law and/or regulations. We will notify you if any such changes become necessary and impact in any material way on the Services or manner in which we perform the Services. Any such mandatory changes shall not constitute a breach of Agreement.
14. We will use our reasonable endeavours to complete the performance of the Services within any timeframes set out in the Agreement; however, time shall not be of the essence in the performance of our obligations.
15. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Marketing material and your obligations
16. In order for us to provide you with the Services, we may request or require that you provide us with relevant information and your approved marketing and promotional material and logos.
17. If any such information and material and logos have already been provided to us or any other member of the Addreax Group we may, unless you expressly state otherwise or provide us with new and updated information and material and logos, use any such existing information and material and logos for the provision of our Services.
18. It is your responsibility to obtain and provide us with any necessary permissions, consents, licences or other permits which may be needed for the use of such information and marketing and promotional material and logos for use in the provision of our Services.
19. All information, material, logos, permissions, consents, licences, permits and instructions shall be sent to us electronically at: [email protected]
20. We shall not be liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations) and we shall be entitled (but not obliged) to withhold the provision of our Services until you comply with the said provisions and/or terminate the Agreement, in either case without compensation or penalty.
Fees
21. The fee (hereinafter the "Fee") for the Services are set out in the quotation provided to you or in the information for the relevant online subscription package you have purchased.
22. Unless otherwise expressly stipulated in the Agreement, the Fee is on an annual subscription basis and shall be payable in twelve monthly instalments, each such instalment is payable monthly in advance.
23. If at any time you have requested, and we have agreed to provide, any additional services that are not specified in the quotation or in the relevant online subscription package purchased (hereinafter the "Additional Services"), you must pay us an additional fee (hereinafter the "Additional Fee") for any such agreed Additional Services.
24. The Additional Fee shall be invoiced at a rate in accordance with our then current, applicable rate for such service and shall be payable in full in advance at the time of agreement or purchase of the Additional Services unless otherwise agreed between us.
25. The Fee and any Additional Fee are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Payment terms
26. Unless otherwise expressly stipulated in the Agreement, you must pay the Fee and any Additional Fee in the manner and at the time stated in the previous section (Fees) to our nominated bank account.
27. All payments due to us under or in connection with the Agreement must be made by you in full without any deduction or withholding of any kind.
28. Time for payment shall be off the essence of the Agreement.
29. Without limiting any other right or remedy available to us for breach of contract (including for statutory interest), we shall be entitled to add a default interest rate of ten per cent (10%) per annum above the base lending rate of Bank of England from time to time on any sum remaining unpaid and outstanding until payment is received in full.
30. Without limiting any other right or remedy available to us for breach of contract, if you do not pay a sum due to us in accordance with the Agreement, we may suspend any further provision of the Services and any Additional Services until payment of the unpaid and outstanding amount has together with default interest has been received.
31. Receipts for payment will be issued by us only at your request.
32. All payments must be made in SEK (Svenska Kronor) unless otherwise agreed in writing between us.
Cancellation and amendment
33. Unless otherwise expressly agreed in any quotation provided to you, or unless otherwise stipulated in any online subscription information, the Agreement is for the provision of Services for a period of twelve (12) months on an annual subscription basis.
34. The annual subscription will automatically renew for a further twelve (12) month period at our then prevailing annual subscription price for the agreed Services unless cancelled in accordance with these Terms and Conditions.
35. The Agreement for our Services may be cancelled by you at any time before the date falling thirty (30) days prior to the anniversary of this Agreement, whereafter the annual subscription will be deemed to have automatically renewed for a further twelve (12) month period.
36. Where you have cancelled the Agreement in accordance with these Terms and Conditions, we will continue to provide the Services and any agreed Additional Services to the expiry of the twelve (12) month period (hereinafter, the "Cancellation Date").
37. The Fee and any Additional Fee will continue to be payable in accordance with these Terms and Conditions until the Cancellation Date.
38. Any amendment to the Agreement must be in writing and signed by both parties.
39. Where we have provided you with a quotation for Services, we may at any time, unless it has already been accepted by you, withdraw, or cancel or amend such a quotation and any such quotation for Services shall automatically lapse and we shall no longer be bound thereby, if it has not been accepted by you in writing within a period of 20 days from the date of the quotation.
Default and Termination
40. Without affecting any other right or remedy available to it, either party may terminate this Agreement whereupon the provision of all Services will cease with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than five Business Days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of ten (10) Business Days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) the other party applies to court for, or obtains, a moratorium for its debts and/or interest;
(g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(h) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(i) he holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 10 Business Days;
(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub-paragraphs (d) to (k) (inclusive); or
(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Circumstances beyond a party's control
41. Neither party shall be liable for any failure or delay in performing its obligations under the Agreement where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
Intellectual property
42. You will retain all Intellectual Property Rights in any relevant information and your approved marketing and promotional material and logos which you supply to us for the provision of our Services.
43. We reserve and retain all Intellectual Property Rights which may subsist in any goods and services supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such Intellectual Property Rights.
Confidentiality
44. The Customer and the Service Provider each acknowledges and agrees that by reason of its relationship to the other under the Agreement it may have access to confidential information concerning the operation, business, financial, products, customers and Intellectual Property Rights of the other that may not be accessible or known to the general public, including, but not limited to the terms of the Agreement (hereinafter "Confidential Information").
45. The Customer and the Service Provider each acknowledges and agree that Confidential Information shall remain the sole and exclusive property of the party disclosing the Confidential Information and the party receiving the Confidential Information agrees to maintain the Confidential Information in strict confidence and to use the Confidential Information solely for the purposes set forth in the Agreement.
Liability and indemnity
46. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall, as far as allowed under relevant statute law, be limited as set out in this section.
47. The total amount of our liability (including for your legal fees) is limited to the total amount of the aggregate of the annual Fee and any Additional Fee payable by you under the Agreement.
48. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under the Agreement for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
49. The Service Provider is not responsible in any way for any relevant information and your approved marketing and promotional material and logos which you supply to us for the provision of our Services. The Customer is responsible for ensuring that such information and material and logos are in all respects compatible with all applicable and relevant laws and regulations.
50. The Customer shall indemnify the Service Provider and all members of the Addreax Group against all claims directed against the Service Provider (or any other member of the Addreax Group) in connection with the provision of Services and Additional Services under this Agreement, unless such claims are the direct result of gross negligence by the Service provider or any member of the Addreax Group in the provision of the Services or Additional Services.
51. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Sub-Contracting and assignment
52. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Agreement and can subcontract or delegate in any manner any or all of our obligations to any third party.
53. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Agreement.
Data protection
54. When supplying the Services and Additional Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
55. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/ or re-enacted from time to time.
56. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
57. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services and any Additional Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
58. The Service Provider shall not disclose the Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and or regulations.
59. The Service Provider shall implement and maintain technical and organizational security measures as are required to protect Personal Data processed by the Service Provider on behalf of the Customer.
60. Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be found here. For any enquiries or complaints regarding data privacy, you can email: [email protected]
Communications
61. If one or more of these Terms and Conditions is found to be
62. Notices shall be delivered by hand or sent by courier or recorded delivery service, or by fax or email to the most recent address, fax number or email address notified to the other party.
63. A notice is deemed to have been received:
a) if delivered by hand, at the time the notice is left at the proper address,
b) if sent by courier or recorded delivery, on the date of acknowledged receipt;
c) if sent by fax or email, when sent, if transmitted by fax or email during normal business hours of the recipient, or the next working day if transmitted by fax or email on a non-business day or outside normal business hours and, in either case if a successful transmission report or return receipt is generated.
64. This section (Communications) does not apply to the service of any proceedings or other documents in any legal action.
Waiver
65. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
66. A failure or delay by a party to exercise any right or remedy provided under the Agreement 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 Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance
67. If one or more of these Terms and Conditions is found to be unlawful, invalid otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Miscellaneous
68. No variation of the Agreement shall be of any effect unless made in writing and signed by all parties.
69. The Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
Law and jurisdiction
70. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
71. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
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