END USER CLIENT AGREEMENT
Enclosed are the terms and conditions of the Agreement between the purchaser (“Client”) of an iMe Consultation or iMe DFY Solution and Service Package or iMe Support Package or related Product (“iMe Offerings”) and Minaxi Ventures Limited (“Provider”) including any sub contracted party appointed by the Provider to deliver iMe Offerings. The Client and Provider are the parties and each a party to this Agreement.
In this Agreement the following words will have these meanings:
“Applicable Laws” means all acts of Parliament and all order, by-laws and regulations in any way governing or affecting the performance by the Provider including, without limitation, any such act, by-law, order, rule, regulation or other lawful requirement relating to the provision of the iMe Offerings.
“Business Day” means a day which is not a Saturday, Sunday or public holiday in United Kingdom.
“Commencement Date” means the date specified by the Provider to commence the delivery of the iMe Offerings.
“Confidential Information” means all information provided by one party to the other party whether oral or written or embodied in any other physical or electronic form, whether in tangible form or not and whether provided before or after the Commencement Date but does not include information which is or becomes available in the public domain (other than because of a breach of this Agreement) or information disclosed in compliance with any applicable law.
“Contract Project Scope” means the work specified in a Client Specific DFY Project Proposal provided by the Provider to the Client and forms part of this Agreement. This includes but not limited to Project Deliverables, Service Description, Solution Description, Time & Resource Allocation, Milestones and Fees Required and Payment Method (iMe Service and Support Package Purchases)
“Deliverable(s)” means the provision of Service or Solution as Specified in a Client Specific DFY Project Proposal
“DFY Project Proposal” or "DFY Solution & Service Proposal" is the written document of the Contract Project Scope following initial Consultation provided by Provider to Client detailing iMe Offerings for delivery.
“Fees” means the fees paid by the Client to the Provider and where applicable as specified in the Contract Project Scope.
“Taxes” means the tax applicable as defined by the HMRC of the UK and at the rate prevailing from time to time.
“Intellectual Property” means all logos, trade marks (whether registered or unregistered), service marks, trade mark registrations, trade names, brands, patents, patent applications, designs, licences, inventions and technical information (whether registered or not), technical data, concepts, ideas, moral rights, discoveries, underlying or proprietary data, research results, reports, drawings, techniques, specifications, standards, methods, formulae, models, maintenance training or training manuals and other know-how, trade secrets, databases, software, interface, source code, HTML code and any copyright material texts, graphic designs, images and photographs, the right to all lists of customers and suppliers of the business of the Client and all other intellectual property rights (whether registered or not) and Confidential Information, in each case used by both parties and developed during this Agreement.
“iMe Offering” means the Me Club Service or Consultation or related Product of and delivered by the Provider.
General Terms and Conditions
This Agreement will begin on the Commencement Date and remain in force until the expiry of the Initial Term or until terminated in accordance with the terms of this Agreement as determined by the Provider
2. Renewal of Term
Upon expiry of the Term of this Agreement it may be extended or renewed for such further period and on such terms as the parties may agree
3. iMe Offerings
3.1 The Provider will provide the iMe Offerings to the Client according to the specification as set out in the Contract Project Scope or as specified on an iMe Club managed website which will form part of this Agreement in accordance with all Applicable Laws
3.2 The Provider will provide such further services to the Client as are reasonably incidental to those specified or as may be agreed as additional services by the parties from time to time
3.3 When performing or providing the iMe Offerings to the Client, the Provider will devote such skills and time as are necessary to carrying out the iMe Offerings required and in doing so will ensure that the iMe Offerings are carried out with the necessary expertise, experience, resources, capacity and ability to, and will, perform the iMe Offerings in a timely manner, efficiently and diligently and where necessary the Provider may sub-contract the services to be provided under this agreement to any person, or employ any person for the purpose of providing the services under this agreement
4.1 In consideration for the performance by the Provider of the iMe Offerings in accordance with this Agreement the Client will pay the Provider Fees set out in the DFY Project Proposal or as specified by the Provider
4.2 The Fees include applicable regional taxes.
The Client will pay the Provider in advance.
Each party represents and warrants to the other that:
6.1 it has obtained all authorizations and has done all things necessary in order to enter into this Agreement and to perform its obligations under this Agreement and it is not aware of anything which will, or might be reasonably expected to, prevent or impair that party from performing its obligations under this Agreement, in the manner and at the times contemplated by this Agreement
6.2 The Provider represents and warrants to the Client that it has the expertise, experience, resources, capacity and ability to, and will, perform the iMe Offerings in a timely manner, efficiently, diligently and in accordance with the terms of this Agreement
The Provider further warrants that:
6.3 the Provider’s service with the Client will not breach any duty owed to another person to keep any information, trade secrets or know-how secret or confidential
6.4 the Provider in carrying out the services will comply with all laws, regulations and codes governing the provision of such services, whether generally or specifically and will pay all taxes, duties, levies, fines and other charges which may become due in respect thereof
7. Intellectual Property
7.1 Any Intellectual Property owned by the Client and/or its licensor (including any company material or pre-existing proprietary methodologies of the Client) existing before or at the time of entry into this contract remain the property of the Client
7.2 The Provider warrants that it will not use any Intellectual Property owned by the Client or Confidential Information of the Client otherwise than in accordance with this Agreement
7.3 The Provider must not embody in any preparatory material and finished work produced in the performance of the iMe Offerings using third party rights without the prior written consent of the Client
7.4 Any Intellectual Property owned by any customer (and/or its licensor) of the Client existing before or at the time of entry into any contract with the Client in relation to which the Provider is to provide services remains the property of the customer.
8.1 Each party will hold the Confidential Information of the other party in strict confidence and will not disclose any Confidential Information of the other party to any person without the prior written consent of the other party or make use of the Confidential Information for any purpose other than for the furtherance of this Agreement
8.2 The Confidential Information may only be disclosed to such employees and advisors of the receiving party as need to know the Confidential Information and who have entered into an agreement or undertaking equivalent to that set out in this Agreement to keep the Confidential Information confidential
8.3 This clause will survive termination of this Agreement.
9. Independent Provider Status
9.1 The Provider acknowledges that it is engaged under this Agreement as an independent contractor and nothing express or implied in this Agreement will be construed as constituting either party as the partner, agent, employee, officer or representative of, or as a joint venture with the Client and neither party will make any contrary representation to any other person
9.2 The Provider will have no authority to incur any obligation, make any representations, statements, warranties or enter into any agreement on behalf of the Client unless expressly authorised by the Client in writing.
10. Refund Policy & Disclaimer
10.1 The Provider has a NO REFUND Policy
10.2 The Provider at it’s discretion may decide to provide a refund if following Client support ticket submission the Provider agrees with the dispute and request for refund by Client
10.3 The Provider makes best efforts to complete the work and provide the deliverables however the Provider makes no assurance as to the quality of the work or any deliverable
10.4 The Client accepts any payment made is for time spent by the Provider on the work involved in the delivery of the iMe Offering.
Either party (the “Terminating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the “Defaulting Party”) if:
11.1 the Defaulting Party fails to fulfil its obligations
11.2 an application is made for the winding up of the Defaulting Party (other than for the purposes of a solvent reconstruction of the Defaulting Party) or for the appointment of a receiver, statutory manager or other similar functionary over any of the assets or undertakings of the Defaulting Party
11.3 if the Provider ceases to be controlled by the party controlling it as at the date of this Agreement
11.4 for any reason by providing 30 days’ written notice of the termination.
12. Effect of Termination
12.1 Termination of this Agreement will not relieve any party of due performance of such party of any obligation assumed by or imposed on that party under this Agreement at any time prior to termination
12.2 On termination the Defaulting Party will immediately cease to use the Intellectual Property and will promptly return to the Terminating Party any documents, materials and other items relating to the Intellectual Property in the Defaulting Party’s possession or under its control at the time of the termination (including all Confidential Information).
13. Force Majeure
13.1 Each party will promptly notify the other party in writing of any situation or event arising from circumstances beyond the reasonable control of that party which makes it impossible for that party to carry out in whole or in part its obligations under this Agreement (a “Force Majeure”). Neither party will be liable for any delay or for any failure to fulfil its obligations under this Agreement arising directly as a result of a Force Majeure provided that it has used all reasonable endeavours to perform its obligations notwithstanding such situation or event
13.2 If a Force Majeure exits for more than 120 days, either party may terminate this Agreement immediately on providing written notice to the other party.
14.1 The parties will not (except as may be required by law or regulation) make any announcement or disclosure regarding this Agreement or its subject matter except in a form and manner and at such time as the parties will agree.
14.2 Except as otherwise provided in this Agreement, each party will pay its own costs and expenses in connection with the negotiation, preparation, execution and performance of this Agreement.
14.3 Any failure by a party to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by that party to any other party will not be construed as a waiver of the first party’s rights under this Agreement.
14.4 The Client will not assign or purport to assign (whether in part or in whole) their interest in this Agreement without the prior written consent of the Provider.
14.5 This Agreement constitutes the entire agreement, understanding and arrangement (express and implied) amongst the parties in respect of the matters contained in this Agreement, to the exclusion of all other agreements, arrangements, understandings or representations, whether express or implied.
14.6 The Provider may vary this Agreement at any time.
14.7 If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement will remain otherwise in full force apart from such provision which will be deemed deleted.
14.8 This Agreement will be governed by, and construed in accordance with the laws of the United Kingdom. The parties irrevocably submit to the exclusive jurisdiction of the English Courts with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with this Agreement.