Terms and Conditions ServiceOS

  1. RIGHTS AND OBLIGATIONS
    1. ServiceOS PLC shall perform the services, specifically described in the Package of services, as specified by the CLIENT.
    2. CLIENT shall provide ServiceOS PLC all information and materials necessary for ServiceOS PLC to provide the Services. Such information and materials provided by CLIENT shall not be unlawful, harmful, abusive, hateful, obscene, threatening, defamatory, or in any way infringes on third party rights. ServiceOS PLC may refuse to use any such information and materials in its discretion.
    3. CLIENT shall pay to ServiceOS PLC the fees for the services set out in section III of this Agreement as selected by CLIENT, plus VAT.
    4. ServiceOS PLC shall issue a valid invoice to CLIENT and CLIENT shall pay ServiceOS PLC, within seven (7) days of receipt of such invoice. ServiceOS PLC may charge CLIENT interest on any overdue amount at the rate of 3% above the base lending rate of the Bank of England.
    5. Upon request by CLIENT, ServiceOS shall provide to CLIENT Monthly reports in writing, not later of the 10th day of the month following such request, for all activities, ServiceOS performed under this agreement. CLIENT may elect to receive such reports via email, post, or both.
    6. ServiceOS has the right to use any information available on or through the CLIENT’s website(s) and to receive any information from the CLIENT, in order to provide the right level of promotion to the CLIENT. Such information shall include without limitation the CLIENT’s: registered address, trading address, telephone number, photos of the company, trademarks, logos, all information relating to the CLIENT and the services and products the CLIENT produces and sells.
    7. ServiceOS have the right to receive and use information regarding pre-sales, promotions, best products, campaigns, the profitability of products and images, and launch dates necessary for the performance of this agreement.
    8. Both parties agreed all the information including CLIENT information, account access, etc. is considered CONFIDENTIAL INFORMATION and will be used only for the purpose of the performance of this Agreement.
    9. CLIENT agrees that ServiceOS as the consultant party may contact the CLIENT to provide information about new technologies and services ServiceOS and its partners provide.
  2. AGREEMENT TERMINATION
    1. This Agreement shall commence on the effective date and shall continue until terminated by either party in accordance with the terms of this Agreement.
    2. This Agreement may be terminated for any reason by either party by providing the other party with at least 30 days’ written notice.
    3. This Agreement may be terminated by the non-breaching party immediately upon written notice of such material breach of a provision of this Agreement. For the avoidance of doubt, late payment shall be deemed a material breach of this Agreement.
    4. ServiceOS reserves the right to change this agreement with 30 days’ notice to the CLIENT in writing.
  3. PACKAGES: All packages will be confirmed between ServiceOS and the CLIENT
  4. LICENCE
    1. CLIENT hereby grants to ServiceOS a revocable, non-exclusive, non-transferable, royalty-free licence to use any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other materials or information of the CLIENT, including without limitation information included on or through the CLIENT’s website(s), solely for the purposes of providing the services under this Agreement.
  5. WARRANTIES AND REPRESENTATIONS
    1. CLIENT warrants and represents that:
      1. it has the full right, power, and authority to enter into and perform this Agreement
      2. all the information provided by CLIENT, or on or through the CLIENT’s website(s), to ServiceOS for ServiceOS to perform the services under this Agreement will not infringe the rights of third parties, including the intellectual property rights, is not defamatory and is not likely to bring ServiceOS into disrepute
      3. will at all times comply with all applicable laws and regulations.
    2. CLIENT shall indemnify ServiceOS and hold ServiceOS harmless from any claim, damage, or other costs and other expenses arising out of any breach or alleged breach of Affiliate’s warranties set out in Clause 16.
  6. LIMITATION OF LIABILITY
    1. ServiceOS will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits or data) arising in connection with the performance of this Agreement, even if ServiceOS has been advised of the possibility of such damages.
    2. ServiceOS’s collective aggregate liability arising under this Agreement will not exceed the total FEES paid or payable to CLIENT in the calendar year in which the act or omission giving rise to the liability occurred.
    3. Nothing in this Agreement shall exclude or limit either party’s liability for (i) death or personal injury caused by the other parties’ negligence, (ii) fraud, or (iii) fraudulent misrepresentation.
  7. CONFIDENTIALITY
    1. Any technical, financial, business, or other information provided by ServiceOS to CLIENT and designated as confidential or which should reasonably be understood to be confidential (“Confidential Information”) shall be held in confidence and not disclosed by Affiliate and shall not be used except to the extent necessary to carry out Affiliate’s obligations under this Agreement.
    2. The obligation in this Clause shall not apply to information that (a) is generally and freely publicly available through no fault of CLIENT; (b) affiliate otherwise rightfully obtains from third parties without restriction, or (c) is independently developed by employees of CLIENT with no knowledge of or access to the Confidential Information.
    3. CLIENT shall not be liable for the disclosure of Confidential Information if made in response to a valid order of a court or authorised body, provided Affiliate gives ServiceOS prior notice of such disclosure.
    4. The obligations under this Clause shall survive for so long as the information remains Confidential Information.
  8. INDEPENDENT CONTRACTORS
    1. The parties to this Agreement are independent contractors. No relationship of principal to agent, employer to employee, or franchisor to the franchisee is hereby established or intended to be established between the parties.
    2. Neither party shall have the right, power or authority to assume, create or incur any expenses, liability, or obligation, express or implied, on behalf of the other, except as expressly provided herein.
    3. This Agreement shall not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties.
  9. GENERAL
    1. Neither party may assign this Agreement without the written consent of the other party.
    2. This Agreement constitutes the entire understanding and agreement between the parties in relation to the subject matter of this Agreement.
    3. Each party acknowledges that it has not entered into this Agreement in reliance wholly or partly on any representation or warranty made by or on behalf of the other party (whether orally or in writing) other than expressly set out in this Agreement.
    4. No delay, neglect, or forbearance of the part of either party in enforcing against the other party any term of condition of this Agreement shall either be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No waiver of any right, power, or remedy arising under this Agreement is effective unless in writing signed by a duly authorised officer or representative of each of the parties.
    5. A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    6. This Agreement shall be governed by, and construed in accordance with, English law. Any dispute arising out of or in connection with, or concerning the carrying into effect of, this Settlement Agreement shall be subject to the exclusive jurisdiction of the English Courts, and the parties hereby submit to the exclusive jurisdiction of that court for these purposes