General T&C

BoardMaps Customer Terms of Service

Last Modified: 8 July 2021

This BoardMaps Customer Terms of Services (hereinafter referred as to “Terms of Services“) are entered into as of the date set forth in the Order Form, by and between the Customer and respective iDeals Solutions legal entity mentioned in the Order Form (“Vendor“) (each, a “Party”, and together, the “Parties”).

By accepting these Terms of Services, and/or by accessing and using BoardMapsServices, the Customer shall represent and acknowledge to have read, understood, and agreed to be bound by these Terms of Services. The person entering into the Terms of Services and Order Form, which together constitute the full Terms of Services between the Customer and Vendor (“hereinafter referred as to Agreement“) on behalf of a company or another (legal) entity shall warrant to have the authority to bind such entity and its representatives to the Terms of Services.

1. DEFINITIONS

Software program BoardMaps (https://boardmaps.com), including without limitation the source text and object code of Product with its subsequent modification and updates.

Users means both members and non-members of Governing bodies of the Customer or its assignee.

Users with voting right (voting users) means those users who are the members of the Governing body of the Customer.

Users without voting right (non-voting users) means those users who are not the members of the Governing body of the Customer.

Workstations of the User within the limits of the given Terms of Services shall be deemed personal computers and/or Apple iPad tablet computers, which are used individually by the User for their work activities.

Governing bodies within the limits of the given Terms of Services shall be deemed the Board of Directors, any of its Committees, or any Executive or other management committees of working groups, consisting of several members (participators) of the Customer, which pass decisions or resolutions on various matters.

Initial Subscription Termmeans the Subscription Term specified in the Customer’s Order Form.

Board meeting means meeting of a company’s board of directors, held usually at certain times of the year to discuss company-wide policies or issues.

Administrator is an employee or representative of the User who is designated to maintain administrative privileges for the Software, the contact information of which is specified in the appropriate Order Form.

2. SERVICES

2.1. Upon the given Agreement the Vendor grants the Customer a right to use Software by way of subscribing to irrevocable, non-exclusive licenses, types of which are listed in the Section 3 of the Order Form, and the Customer is obliged to use Software in the limits of its right, in ways and in terms and conditions provided by the given Terms of Services, as well as to effect payment to the Vendor in accordance with the provision stated in Section 4 of the Order Form and Section 7 of the Terms of Services.

2.2. Upon the given Agreement, the Customer is granted with a right to use the Software in the following amounts and in the following ways: the right to run the Software on the server of the Customer, and on user workstations, and operation of the Software with the realization of the Software functions, including but not limited as listed in Article 5 hereof.

2.3.Terms of transfer of authority to use the Software by installation of the Software on cloud servers managed by the Vendor and on workstations of the Users are determined depending on the type of the User.

2.4. Territory where usage of the Software is allowed is worldwide.

3. MAINTENANCE AND ACCESSIBILITY

3.1. Server specifications that the Vendor will implement and manage are set as follows:

a) Requirements for database server hardware (MS SQL Server):

b) Requirements for software databases pre-installed on the server:

c) Requirements for «BoardMaps Web Server» hardware:

d) Requirements for software pre-installed on «BoardMaps Web Server»:

e) Requirements for «BoardMaps Background service» server hardware:

f) Requirements for «BoardMaps Background service» software pre-installed on the server:

g) Requirements for Microsoft Office Online Server hardware:

h) Requirements for Microsoft Office Online Server software pre-installed on the server:

3.2. Software-hardware requirements to mobile working place of the User are:

3.2.1. Software-hardware requirements for workstations of individual users are:

4. SOFTWARE FUNCTIONAL SPECIFICATIONS

4.1. Software functional specifications include, but are not limited by:

  1. Operate each Governing body (board, committee) separately, but maintain a hierarchy of governing bodies. Manage granular access rights to information according to membership in the governing body, or secretary role.
  2. Initiate agenda items (by members and non-members of Governing bodies). Propose agenda items to be included in the meeting.
  3. Request staff members to prepare documents (material) to be included in agenda items. Notify responsible individuals. Track progress on completion of documents in each agenda item. Collaborate on document versions.
  4. Prepare and upload draft resolutions at agenda items.
  5. Keep draft agenda items visible only to their authors.
  6. Propose agenda item from previous meetings to the forthcoming meeting.
  7. Keep agenda items that were not included in a meeting as a backlog for future meetings.
  8. Add documents to individual agenda items by designated staff members (reporting to agenda item owner).
  9. Create specific Action items for preparation of agenda items (and monitoring progress).
  10. Approve agenda with Chairman and/or other executives.
  11. Notify meeting participants of meeting details.
  12. Notify meeting participants of agenda and meeting materials being available.
  13. Substitute or delete, or add, or edit agenda items dynamically. Adjusting meeting materials as changes are effected.
  14. Annotate documents. Make annotations visible to others.
  15. Message to individual users. Linking messages/comments to specific meetings, or agenda items, or documents within agenda items.
  16. Provide invitations to presenters or any other individuals (non-members of the governing body). Invite non-members to the whole meeting or to individual agenda items. Provide access to information to invitees as per invitation.
  17. Register attendance of meeting participants.
  18. View complete agenda or each individual agenda item by meeting participants.
  19. During discussions, suggest and display alternative draft resolutions, or edits to existing draft resolutions.
  20. Dynamically assign master presenter. Enable master presenter to broadcast (flip) pages on participants’ devices (and overhead projector) during presentation. Allow participants to follow the presenter or advance (or stay) on other pages, and return to the presenter when needed. Enable full screen mode and “small TV” mode during broadcast presentation (“small TV” allows participants to view other objects while keeping a small window with presentation open).
  21. Vote remotely on Circular motions within a predefined time period. Notify of inputs required for votes/circular motions.
  22. Allow the meeting secretary to record notes and statements by participants.
  23. Search previously considered agenda items by category, governing body or date (to access relevant historic info).
  24. Initiate Action items during discussion. Link action item to agenda item, or to a meeting – alternatively, initiate action items without links.
  25. Automatically generate minutes of the meeting in Word format, according to predefined template. Draft minutes .docx file should be available to the secretary only.
  26. Approve meeting minutes by Chairman or all or individual meeting participants.
  27. Publish meeting minutes once approved.
  28. Initiate Action items from adopted decisions/resolutions. Notify responsible individuals on Action items.
  29. Delegate Action items to Assignees (optional).
  30. If sign-off on action item is required, designate an Approver for action item completion.
  31. Create Related Action items, which are linked to the parent action items – create cascading action items.
  32. Enter and report on milestones being achieved in specific action items.
  33. Track completion and status of action items (by initiator, by responsible, by date, by status). Filter overdue action items.
  34. Permit action item owners to maintain (update) their action item status and milestone completion.
  35. Adapt UI (on iPad app) according to colors and logos from Vendor brandbook.
  36. Maintain a calendar with meetings and action item deadlines.
  37. Maintain a private and confidential message center.
  38. Broadcast internal and/or public news to users.
  39. Optional: maintain “traffic light” for insiders to notify them of open/closed periods for trading shares (according to disclosure schedules).
  40. Set up and conduct surveys (polls) for governing body members.
  41. Enter and display content in pairs of 2 languages. Dynamically switch between content languages.

5. TRANSFER OF THE RIGHT OF SOFTWARE USE AND TRAINING SERVICES

5.1. Vendor shall make the Software available to the Customer within 24 hours from the date of Agreement. Before the next Board meeting of the Customer, but in any case, no later than 45 calendar days from the date of Agreement, the Parties shall further agree on the date(s) of training for users of the Software. The date of training for users of the Software is also considered as agreed by the Parties in case of exchange by the Parties with relevant letters to the email addresses.

5.2. Customer shall provide Vendor with contact data of Administrator (including email address) not later than 2 (two) working days from the moment of signing of the given Agreement. In case of delay in providing data of Administrator by Customer, Vendor shall not be liable for delay in transferring the right to use the Software. Terms of transfer of the right for the Software shall be shifted by the time of delay in the performance of the obligations of Customer under this paragraph of the Terms of Services.

5.3. Vendor shall pass temporary administrator login and password to the Administrator of the Customer. The Vendor shall not be liable for actions of the Administrator of the Customer.

5.4. Administrator login and password are confidential and must be used solely for the management of User accounts (including, for creation of temporary username and password for each user). At the beginning of usage of the Software each user as well as the Administrator of the Customer are obliged to replace the temporary password to a personal and confidential one and to keep it secure throughout the period of software usage.

5.5. To use Software via iPad tablet computer, the mobile app BoardMaps shall be installed on users iPad tablets (available to be downloaded at no additional charge at Apple AppStore). Vendor shall provide an updated and current version of the mobile application at Apple AppStore throughout the term of this Terms of Services. Installation of Software iPad tablets of Users shall be performed by Customer.

6. MAINTENANCE AND TECHNICAL SUPPORT FEES

6.1. Support service shall mean ensuring uptime work of basic functionality of the Software. As part of technical support the Vendor does not support end system users. The number of employees that can contact the technical support team is limited to three – these could be Secretary, system administrator and technical support executive.

6.2. Requests for Support service shall be made as an electronic message sent to the Support desk at the address support@boardmaps.com.

The message shall contain:

Support service is also available via telephone 24/7 by calling +1 877.215.3420.

6.3. Reaction to incidents

Each request for Support service is handled by the Vendor in the following order:

6.3.1. Creating incident – status of new incident by default shall be set “New“;

Appointing an Agent, setting priority and initiating review – Agent responsible for handling the Incident is appointed, the status of the incident is set to “Being reviewed“, a support ticket is created in specialized system Zendesk and notification is sent to the Initiator;

6.3.2. Clarifying information on the incident – Agent may request from Initiator additional information about the Incident, at which time the status of the incident is set to “Pending“. After Initiator responds to the request for additional information, the status of the incident is set to “Being reviewed“.

6.3.3. Proposal for incident resolution or estimate of the time period to release a patch with correction – Agent sends the Initiator detailed information about how to troubleshoot the problem (“Proposal for incident resolution”) or the estimate of the time period needed to release a patch that corrects the problem; the status of the incident is set to “Pending“.

6.3.3.1. If the Initiator is sent an estimate of the time period needed to release a patch that corrects the problem, the incident remains in the status of “Being reviewed” until the patch with correction is installed. The initiator is notified that the patch is installed and the problem is corrected; the status of the incident is set to “Pending“.

6.3.3.2. If the Initiator was proposed a resolution of the problem, but the proposed resolution was not accepted by the Initiator, the Vendor continues to work on the incident and the status of the incident is set to “Being reviewed

6.3.3.3. If the Initiator was proposed a resolution and the proposed resolution was accepted by the Initiator, the incident is closed and the status is set to “Closed

6.3.4. Appointments of Agent and proposals of resolution are carried out within the time specified in the table below:

Effect on functionalityAppointment of AgentProposal for incident resolution
Urgent3 hours4 working days
High5 hours5 working days
Average1 working day10 working days
Low2 working days30 working days

Time specified in the table is calculated from the receipt of the incident and includes working hours only from 09.00 to 18.00 on weekdays, Amsterdam time. The time during which the status of the incident is “Pending” is not included.

6.4. If during the review of the incident no disruption to the system functionality was revealed, processing of the incident may be denied and the Agent may offer support to the Initiator on using the system.

6.5. If within 10 working days there was no response from Initiator on request for additional information or acceptance of proposed resolution, the incident may be closed by the Agent (status of the incident is set to “Closed” and a notice is sent to the Initiator).

6.6. Release of patches with corrections. If upon review of the incident the defect in the system functionality is discovered, depending on the impact of the incident an extraordinary patch is released which fixes the defect, or a fix is included into the next version of the system:

Influence on functionalityRelease of correction
High, MediumExtraordinary patch
LowNext version of the system

6.7. As part of the software maintenance services, the Customer shall be entitled to receive updates of the Software from the Vendor at a rate of not less than two annual updates. The Vendor shall inform the Customer about a new update of the Software being available and to provide the link to software updates to the email address of the Customer’s Administrator for further downloading of the Software updates to the server of the Customer, unless the Parties stipulate otherwise.

6.8. Cost and payment procedure for the implementation, setting up data center infrastructure, and 3 (three) training sessions with Customer staff indicated in the relevant Order Form.

7. FINANCIAL CONDITIONS

7.1. The Customer shall pay to the Vendor the subscription fees according to the Order Form.

7.2. These fees shall be paid to the Vendor within ten (10) working days from the date of signing of Order Form by wire transfer of funds to the account of the Vendor, based on the invoice issued by the Vendor and provided to the Customer on the date of signing of Order Form.

7.3. All bank commissions, fees and charges related to the payment shall be paid by the Customer.

7.4. Amounts payable by the Customer under the Order Form are exclusive of all applicable taxes. The Customer shall be responsible for all applicable sales, use, value-added, withholding and similar taxes imposed by any governmental entity based on the Services, except for taxes based on Vendor’ net income. If applicable law requires the Customer to withhold amounts on payments owed to Vendor pursuant to the Order Form, the Customer shall (i) effect such withholding and remit such amounts to the appropriate taxing authorities, and (ii) ensure that, after such deduction or withholding, Vendor receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Vendor would have received and retained in the absence of such required deduction or withholding.

7.5. In any case, the subscription fees indicated in the Order Form paid by the Customer for the Vendor are not refundable.

8. CONDITIONS OF SOFTWARE USAGE AND LIMITATIONS

8.1. The Сustomer is obliged not to perform the following action with the Software and not allow to perform them by any third parties:

8.1.1. except to the extent expressly permitted under this Terms of Services, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

8.1.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

8.1.3. access all or any part of the Software in order to build a product or service which competes with the Software; or

8.1.4. use the Software to provide services to third parties; or

8.1.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party except the Users, or

8.1.6. attempt to obtain, or assist third parties in obtaining, access to the Software.

9. WARRANTY AND INDEMNITY

9.1. The Vendor shall use all reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner which minimizes errors and interruptions in the Software and shall perform the Implementation services in a professional and workmanlike manner. Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Vendor’s reasonable control, but the Vendor shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, the VENDOR does not warrant that the SOFTWARE will be error free; nor does it make any warranty as to the results that may be obtained from use of the SOFTWARE. THE SOFTWARE IS PROVIDED “AS IS” AND THE VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.2. The Vendor represents that the Software is free of physical and legal defects, in particular any material design and programming errors and defects in designs, materials and work of carriers on which the Software will be recorded.

9.2.1. Any violations of the guarantee or warranties specified herein shall be remedied by the Vendor forthwith, and at no expense to the Customer, within 15 (fifteen) business days following the notification of the Vendor by the Customer. If the Vendor cannot remove the defects (bugs) of the Software or if the removal of defects takes longer than 15 business days, then the Customer may request that the previous version of the Software that was defect-free is reinstated.

9.3. The Vendor warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Terms of Services.

9.4. The Vendor declares that at the time of signing of the Terms of Services and for the period of this Terms of Services it does not violate any rights of any third parties by the provision to the Customer the right to use the Software under this Terms of Services.

9.5. The Vendor indemnifies the Customer against any claim or proceeding brought against the Customer to the extent that claim or proceeding which alleges the Customer’s use of the Software in accordance with the Terms of Services constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim) in accordance of the laws of applicable jurisdiction. The indemnity is subject to the Customer:

9.5.1. promptly notifying the Vendor in writing of the IP Claim;

9.5.2. making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Vendor’s prior written consent; and

9.5.3. giving the Vendor complete authority and information required for the Vendor to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Vendor’s account.

9.6. The indemnity in Section 9.6. does not apply to the extent that an IP Claim arises from or in connection with:

9.6.1. the Customer’s breach of the Agreement;

9.6.2. use of the Software in a manner which is specifically prohibited in Article 8 of the Terms of Services; or

9.6.3. any third party data or any data.

10. RIGHTS AND OBLIGATIONS OF THE VENDOR

10.1. The Vendor undertakes that the Software will perform substantially in accordance with the Article 4 of this Terms of Services.

10.2.The undertaking in Section 10 shall not apply to the extent of any non-conformance which is caused by use of the Software contrary to the Vendor’s instructions, or modification or alteration of the Software by any party other than the Vendor or the Vendor’s duly authorized senders or agents. If the Software does not conform with the foregoing undertaking, the Vendor will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out herein.

10.3. Notwithstanding the foregoing, the Vendor:

10.3.1.is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

10.3.2. The Vendor warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Terms of Services.

11. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

The Customer shall:

11.1. provide the Vendor with:

11.1.1. all necessary cooperation in relation to Agreement; and

11.1.2. all necessary access to such information as may be required by the Vendor;

11.2. comply with all applicable laws and regulations with respect to its activities under Agreement;

11.3. ensure that the Users use the Software in accordance with the terms and conditions of this Terms of Services and shall be responsible for any User’s breach of this Terms of Services;

11.4. ensure that its network and systems comply with the relevant specifications provided by the Vendor from time to time; and

11.5. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Software server, and resolving all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the Internet.

12. LIABILITY OF THE PARTIES

12.1. This Section 12 sets out the entire financial liability of the Vendor (including any liability for the acts or omissions of its employees, agents and sub-vendors) to the Customer in respect of:

12.1.1. any breach of this Terms of Services;

12.1.2. any use made by the Customer of the Software or any part of them; and

12.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Terms of Services.

12.2. Except as expressly and specifically provided in this Terms of Services:

12.2.1. the Customer assumes sole responsibility for results obtained from the use of the Software by the Customer, and for conclusions drawn from such use. The Vendor shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Vendor by the Customer in connection with the Software, or any actions taken by the Vendor at the Customer’s direction;

12.2.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Terms of Services; and

12.2.3. the Software and the documentation are provided to the Customer on an “as is” basis.

12.3. Nothing in this Terms of Services excludes the liability of the Vendor for fraud or fraudulent misrepresentation.

12.4. Subject to Sections 13.1 -13.3:

12.4.1. the Vendor shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under Agreement; and

12.4.2. the Vendor’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of Agreement shall be limited to the total license cost and annual maintenance and support fees paid during the 12 months immediately preceding the date on which the claim arose.

12.5. Neither Party is liable to the other under or in connection with the Agreement or the Software for any:

12.5.1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or

12.5.2. consequential, indirect, incidental or special damage or loss of any kind.

12.6. Each Party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other Party under or in connection with the Agreement.

13. TERM, RENEWAL AND TERMINATION OF AGREEMENT

13.1. Agreement may be terminated:

13.1.1. upon expiration of the Initial Subscription Term or the additional annual Term, if the Customer requests termination at least thirty (30) days prior to the end of the then-current term.

13.1.2. upon agreement of the Parties, otherwise.

13.2. If Agreement is not terminated as described above, the Vendor shall send a notice to the Customer at least sixty (60) days prior to the end of the then-current term that the Agreement will be automatically renewed on the annual anniversary date for the term of 1 (one) year. If the Customer does not terminate the Initial Subscription Term or the additional annual Term, if the Customer requests termination at least thirty (30) days prior to the end of the then-current term as provided in Order Form, Agreement will be automatically renewed on the annual anniversary date for the term of 1 (one) year. The Customer shall then pay the Vendor the then applicable subscription, software maintenance and support fees, calculated according to the number of users. The Vendor reserves the right to increase the subscription, software maintenance and support fees by no more than 10% (ten percent) at the end of the Initial Service Term or then current renewal term, upon sixty (60) days prior written notice to the Customer (which may be sent by email). Subscription, software maintenance and support fees for the renewal of the Agreement are payable by the Customer to the Vendor before expiration of the Initial Service Term or then the current renewal term. After the payment of subscription, maintenance and support fees for the renewal of the Agreement, the Vendor shall pass the license key with the validity for the next renewal term to the designated system administrator of the Customer.

13.3. The Vendor shall be eligible for termination of the Agreement on a unilateral basis if the Customer does not execute the payment for subscription fees as provided in Article 7.

13.4. The Customer is eligible for termination of the Agreement on a unilateral basis if the Vendor refuses to transfer the right of the Software as provided in Section 5.3 and 14.2.

14. AGREEMENT DISPUTE RESOLUTION PROCEDURE

14.1. Before taking any court action, either party shall use best efforts to resolve any dispute under, or in connection with the Agreement through good faith negotiations.

14.2. Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws and court indicated in clause 14.2.1.of Terms of Service.

14.2.1. If iDeals Solutions Operations Limited is indicated as a Vendor in the Order Form then laws of England and Wales be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
If Dealigence Inc. dba iDeals Solutions Group is indicated as a Vendor in the Order Form then laws of the Commonwealth of Virginia should be applied even if one of the Parties is of foreign registration or nationality and/or the Agreement is performed abroad in full or in part. Any disputes arising out of or in relation to the performance of the Agreement which cannot be resolved amicably will be settled exclusively by arbitration in Virginia courts.
If iDeals Solutions APAC PTY LTD is indicated as a Vendor in the Order Form then laws of Australia. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Australian Centre for International Commercial Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
If iDeals Solutions Group Limited is indicated as a Vendor in the Order Form then laws of England and Wales be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.

14.3. In the event a dispute arises under this Agreement, the prevailing party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.

15. FORCE-MAJEURE

The Vendor shall have no liability to the Customer under Agreement if it is prevented from or delayed in performing its obligations under Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Vendor or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or, provided that the Customer is notified of such an event and its expected duration.

16. ASSIGNMENT

Neither of the Parties shall be eligible to transfer the rights and obligations from the Agreement or cave in to the demand of a third Party without the prior written consent of the other Party.

17. SEVERABILITY

If any one of the stipulations of this Terms of Services were proven null and void in the eyes of a current rule of law or a legal decision that has become final, such stipulation shall be severed from this Terms of Services, without however leading to the nullity of the Terms of Services or altering the validity of its other provisions.

18. LISTING AND COMMUNICATION

The Customer authorised Vendor to mention Customer as a Customer, to use its trade name, trademarks, service marks or images (graphic symbol/logo) and/or to publish customer feedback of its representatives on Vendor’ products and services in Vendor’ marketing, promotional or advertising materials and on Vendor’ website.

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