General Terms & Conditions
These Terms and Conditions (Terms) together with the applicable Order Form and any other terms explicitly referred to in either or both the Terms or the Order Form are a binding contract (Agreement) and apply between the Customer and Sektor.Build (Company, Sektor). The Company and the Customer are together referred to as Parties.
1. Interpretation
1.1 The following terms shall have the following meanings unless the context otherwise requires:
Agreement: these Terms together with the Order Form and any other terms explicitly referred to in the Terms and/or the Order Form.
Business Day: a day other than a Saturday, Sunday, or public holiday in the Republic of Cyprus when banks are open for business.
Commencement Date: the date stipulated in the Order Form.
Company: Sektor.Build Ltd, a private limited liability company incorporated in the Republic of Cyprus with registration number HE 388766 and its registered office at Themistokli Dervi, 48, Office 201, 1066 Nicosia, Cyprus.
Confidential Information: any information in any form or medium obtained by one Party from or on behalf of the other pursuant to this Agreement which is expressly marked as confidential or which is confidential by its nature whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information.
Customer: the Customer whose details are set out in the Order Form.
Customer Data: data concerning the business of the Customer or the Customer's customers, including personal data as defined in the Data Protection Law about Customer's employees, agents, or customers or any information relating to the Customer's customers projects.
Customer Location: the location of the Customer where the Hardware will be delivered as detailed on the Order Form.
Data Protection Legislation: any data protection legislation from time to time in force in England and Wales.
Data Protection Law: the General Data Protection Regulation ((EU) 2016/679 and any other directly applicable European Union regulation, or other applicable law relating to privacy.
Fee: the fee payable by the Customer to the Company for the supply of Services and/or Third Party Products and/or any other products of the Company as set out in the Order Form.
Hardware: the hardware and other materials (if any) which the Company buys from Third Party Providers for resale to the Customer as set out in the Order Form or which the Company procures the sale or leasing for, on behalf of the Customer from the Third Party Providers.
Intellectual Property Rights: all intellectual and industrial property rights of any nature anywhere in the world, including without limitation copyright, database rights, patents, design rights, registered designs, trademark rights, service mark rights, domain name rights and topography rights, whether or not registered or capable of protection by registration and the right to apply for any of them.
Normal Business Hours: [9.00 am to 8.00 pm] local Cyprus time, each Business Day.
Order Form: the document containing specific information relating to the particular Service or Third Party Product or any other product supplied by the Company to the Customer.
Party: either the Company or the Customer.
Products: The proprietary software platforms, SaaS subscriptions, applications, and related documentation provided by the Company to the Customer as specifically set out in the Order Form.
Services: Any implementation, advisory, support, or professional services provided by the Company to the Customer in connection with the Products, as described in the Order Form.
Service Period: The duration of the subscription for the Products and Services as stipulated in the Order Form (including the Initial Term and any renewals).
Software: the software and other materials (if any) which a) the Company buys from Third Party Providers for resale to the Customer, or b) in relation to which the Company introduces/refers the Customer to the Company.
SAAS: Software as a service.
Third Party Products: products and services from Third Party Providers including but not limited to hardware, software, subscriptions, maintenance and support services, and other related professional services, as set out in the Order Form, for which the Company acts as a reseller of the Third Party Providers or as an introducer/referrer to the Third Party Providers, as detailed in the Order Form, and for which the Third Party Terms and Conditions fully apply.
Third Party Providers: producers, manufacturers, distributors, vendors, licensors, providers, and/or suppliers of Third Party Products.
Third Party Terms and Conditions: the terms and conditions or agreement between the Third Party Provider and the Customer applicable to the Customer's use and/or receipt of the Third Party Products, in whatever form and however it may be negotiated, accepted by, and agreed between the Customer and the Third Party Providers.1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.1.5 References to “includes” or “including” or like words or expressions shall mean without limitation.
2. Agreement
2.1 The Agreement applies to the exclusion of any terms and conditions submitted, proposed, or stipulated by any party, including the Customer.
2.2 The Agreement applies to the Services, Third-Party Products, and any other products or services of the Company which the Customer purchases or places an order for.
2.3 Other than any terms and policies incorporated in the Agreement by explicit reference, the Parties agree that no other terms apply or are herein incorporated, either express or implied by law, except those implied by trade custom, practice, or course of dealing.
2.4 The Agreement constitutes the entire agreement between the Company and the Customer in relation to the subject matter of the Agreement.
2.5 The Customer acknowledges that it has not relied on any statement, promise, representation, or warranty that is not set out in the Agreement.
2.6 In the event of any conflict between the Terms and the Order Form, the Order Form shall take precedence and prevail over the Terms.
2.7 The Agreement shall be legally formed, and the Parties shall be bound by the terms of the Agreement when the Parties have agreed and signed the Order Form or when the Customer makes any use of the Services and/or Third Party Products.
2.8 All Third Party Products are subject to the applicable Third Party Terms and Conditions. The Customer hereby agrees to abide by the Third Party Terms and Conditions.
3. Reseller or Introducer for Third-Party Products
3.1 The Customer acknowledges, agrees, and accepts that to the extent the Company acts as a reseller for the Third Party products:
3.1.1 the Third-Party Products are resold by the Company to the Customer for Customer's or its Affiliates or the Customer's customers use only (unless otherwise stated in the Third Party Terms and Conditions),
3.1.2 the Company is not the producer, creator, manufacturer, distributor, licensor of the Third Party Products,
3.1.3 the Customer is relying on the Third Party Provider's rules and specifications for the Third Party Products communicated to the Customer by the Company in addition to any statements, representations, warranties, or documents that may be provided by the Company.
3.1.4 the Customer shall provide the Company with copies of the contract between the Company and Third Party Provider.
3.2 The Customer is at liberty to refuse the resale of any Third Party Product for reasons to be assessed at its sole discretion, including but not limited non-acceptance of the terms of the contract between the Company and Third Party Provider.
3.3 If a contract has not been executed yet, Company undertakes to negotiate such contract in the best interests of the Customer and not to execute such contract, to the benefit of the Customer, unless expressly agreed in writing by the Customer's authorized representative.
3.4 The Customer acknowledges, agrees, and accepts that to the extent the Company acts as an introducer regarding any Third Party Products:
3.4.1 the Third Party Products for which the Company acts as an introducer are directly sold by the Third Party Providers,
3.4.2 the Company is not the producer, creator, manufacturer, distributor, licensor of the Third Party Products,
3.4.3 the Customer is relying on the Third Party Provider's rules and specifications for the Third Party Products communicated to the Customer in addition to any statements, representations, warranties, or documents that may be provided by the Company.
3.4.4 the Customer has no obligation to enter into any contract with the Third-Party Provider.
3.5 The Third Party Terms and Conditions would be entered into by the Customer, at the Customer's sole discretion.
3.6 The Parties agree that the Company may act as a reseller for part of Third Party Products and as an introducer for part of Third Party Products. The Order Form will stipulate further details in this regard.
4. Warranty Disclaimers and Limitations
4.1 When the Company acts as a reseller, the Company warrants that it has all rights to enter into the resale agreement with the Customer and that Third Party Provider owns all the required titles, interests and rights in the Third Party Product.
4.2 The Company will pass through to Customer any other warranties and any other right provided to the Company by the Third Party Provider for a Third Party Product.
4.3 When the Company acts as a reseller, the Company shall be bound by the same obligations imposed on the Third Party under the sale agreement between the Company and Third Party Provider.
4.4 This limited obligation provided by the Third Party Provider to Customer is the Company's sole obligation in connection with representations, warranties and conditions related to Third Party Products.
4.5 Except where expressly provided for within this Agreement or the Order Form, the Company excludes all conditions, warranties, and representations, whether express or implied in fact or in law (statute or common law, or otherwise) to the fullest extent permitted by law in respect of any Third Party Products and Service, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose, but does not exclude warranties for non-infringement, and title.
5. Title and Acceptance of Hardware and Shipping and Delivery
5.1 The Company will sell and supply any Hardware to the Customer as expressly stipulated in the Order Form.
5.2 The Company shall supply the Hardware by such time as stipulated in the Order Form.
5.3 Unless an Order Form is executed in which the Company is acting as the reseller, the Company cannot and does not guarantee that it can fulfil the Customer's requests for Third Party Products.
5.4 The Company will arrange for shipping with the applicable carrier and include reasonable shipping costs separately on its invoice to the Customer.
5.5 The Company will not be liable for handling, duties, or customs charges for shipments.
5.6 The Customer shall pay the applicable Fee to the Company, as provided in the Order Form.
5.7 Subject to the Third Party Terms and Conditions, title and risk in the Hardware shall pass to the Customer upon delivery of the Hardware to the Customer Location.
6. Provision of Products and Access Rights
6.1 Grant of License: Subject to the terms of the Agreement and payment of the applicable Fees, the Company grants the Customer a worldwide, limited, non-exclusive, non-transferable right to access and use the Products during the Service Period solely for its or its customers' business operations.
6.2 The Customer shall not, without the Company's prior written consent, supply the Products to any third party other than its authorized users or customers as explicitly permitted in the Order Form.
6.3 The Company will make the Products available to the Customer pursuant to the Order Form.
6.4 Access is provided on a subscription basis for the duration of the Service Period.6.5 The Customer is responsible for all activities that occur under its user accounts.
6.6 The Customer shall use reasonable efforts to prevent unauthorized access to, or use of, the Products and shall notify the Company promptly of any such unauthorized use.
6.7 Where the Order Form includes specific Services (such as "Platform Setup" or "Advisory"), the Company shall perform these in a professional and workmanlike manner in accordance with the description in the Order Form.
6.8 The Company may update the Products from time to time to reflect changes in technology, industry practices, or patterns of system use, provided that such updates do not materially decrease the overall functionality of the Products during the Service Period.
6.9 The Company reserves the right to suspend access to the Products if the Customer's use poses a security risk to the Product or other customers, or if the Customer is in material breach of this Agreement (including non-payment under Clause 7).
7. Payment Terms and Cancellation Conditions
7.1 Invoices for Services and Third Party Products shall be submitted in accordance with the Payment Schedule and frequency stipulated in the Order Form.
7.2 Unless otherwise specified in the Order Form, all invoices shall be paid within thirty (30) days from receipt.
7.3 The Customer is responsible for any applicable sales, use, value-added, or other taxes associated with its purchase of any Services or Third Party Products.
7.4 The Customer agrees to pay all shipping, handling, and other reimbursable costs (if applicable) which have been pre-approved by the Customer in writing.
7.5 All Fees and costs will be paid in the currency stipulated in the Order Form.
7.6 In the event payments are not received in accordance with Clause 7.1, the Company may suspend the provision of Services and/or Third Party Products (including subscriptions and related services) after giving a 30 days' written notice, until such overdue payment is received in full.
7.7 All orders for Third Party Products are subject to availability.
7.8 The Company cannot guarantee fulfillment of Customer's orders until an Order Form has been executed between the Parties in relation to a particular Third Party Product.
7.9 The Customer agrees that:
(a) All purchases made pursuant to this Agreement are final and non-cancellable, unless other stated in the Order Form; and
(b) All payments made or due to the Company are non-refundable.
8. Intellectual Property
8.1 The Customer acknowledges that the Company and its licensors own all Intellectual Property Rights with respect to the Products and Services and any results, modifications, enhancements, or improvements derived thereof, including those developed at the request or suggestion of the Customer.
8.2 The Customer is granted only a limited right of use as described in Clause 6.1.
8.3 Nothing in this Agreement transfers ownership of the Company's Intellectual Property to the Customer.
8.4 As regards the Third Party Products, the Customer shall take note of the license terms and conditions, the intellectual property terms and conditions and the limitations thereof as stipulated in the Third Party Terms and Conditions, which are fully applicable.
8.5 In the event of any infringements to this, the Customer is liable to the Third Party Provider.
8.6 The Company acknowledges that as between the Company and the Customer, the Customer and its licensors own all Intellectual Property Rights with respect to the Customer Data, unless otherwise provided in the Third Party Terms and Conditions, including any improvement, enhancements or modifications thereto.
8.7 The Customer shall be responsible:
8.7.1 for having all rights in the Customer Data,
8.7.2 for ensuring that the Customer and its employees, agents, contractors, partners, and customers have all rights to use and process the Customer Data, and
8.7.3 for enabling the Company to use and process the Customer Data based on the Agreement, so that the Company can lawfully perform the Agreement.
8.8 The Customer hereby grants to the Company a royalty-free, worldwide, non-exclusive, non-assignable, licence to use the Customer Data for the purposes of performing this Agreement.
8.9 Subject to the rest of the provisions in this Agreement, the Company shall not use the Customer Data for any other purpose without the Customer's express prior written consent.
8.10 The Customer grants to the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by the Customer or Users relating to the operation of the Products.
8.11 Notwithstanding anything to the contrary, the Company may generate, retain, and use data derived from the Customer’s use of the Products that is anonymized and aggregated such that it does not identify the Customer or any natural person ("Aggregated Data").
8.12 The Company may use Aggregated Data for its internal business purposes, including to improve the Products, train machine learning models, and develop new features, provided that the Company does not disclose any Aggregated Data to third parties in a manner that allows the Customer or its Users to be identified.
9. Company Obligations
9.1 The Company undertakes to perform the Services with reasonable skill and care.
9.2 This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company's instructions, or modification or alteration of the Services by any party other than the Company or the Company's duly authorised contractors or agents.
9.3 The Company does not warrant that the Customer's use of the Services will be uninterrupted or error-free. However, the Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.
9.4 The Company is not responsible for any Services, or Third Party Products not expressly stipulated in this Agreement that the Company will provide.
9.5 Except for any matter upon which the Company specifically agrees in writing with the Customer to advise or do, the Company shall not be liable for advising on, or failing to advise on, or doing, or failing to do, anything else (including on any laws, rules, regulations, bye-laws or codes of practice).
9.6 For the avoidance of doubt, the Customer is solely responsible to purchase, install, configure, or update any hardware or software not explicitly provided for by the Company as part of the Services or Third Party Products.
9.7 The Company represents that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
10. Customer's Obligations and Use Restrictions
10.1 The Customer shall comply at all times with all applicable laws and regulations in the performance of the Agreement.
10.2 The Customer shall comply at all times with the Third Party Terms and Conditions with respect to the Third Party Products.
10.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Company.
10.4 The Customer shall promptly provide to the Company such information and assistance, and access to the Customer's resources and location, whenever and if required by the Company that will enable the Company to carry out fully and promptly its obligations under this Agreement.
10.5 The Customer shall promptly comply with the reasonable requests of the Company from time to time in connection with this Agreement.
10.6 The Customer shall take all care and assume all responsibility for sending and receiving the Customer Data to the Company.
10.7 The risk of and responsibility for the input of content of the Customer Data supplied by the Customer or its employees, agents, contractors, partners, or customers is with the Customer.
10.8 The Customer shall ensure that the content of the Customer Data supplied by it is true, accurate and complete, to the extent possible and to the best of its knowledge.
10.9 The Customer shall use reasonable skill and care to require that the sending and receipt of Customer Data by the Customer and the Company, and the use and processing of them by the Company to perform the Services in accordance with this Agreement or by the Customer:
10.9.1 conforms in all respects with all applicable laws, rules, and regulations;
10.9.2 does not infringe the privacy rights or Intellectual Property Rights of any third party provided the Company processes the Customer Data in accordance with the Data Privacy Laws;
10.9.3 is not defamatory, malicious, abusive, obscene, indecent, discriminatory or harassing; and
10.9.4 does not contain any material detrimental to the Company, including without limitation any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
10.10 It is the Customer's responsibility to ensure, using reasonable skill and care, that the Services and Third Party Products are sufficient and suitable for its purposes and meet its individual requirements.
10.11 The Customer warrants to the Company that the Customer is authorised to receive the Services and Third Party Products.
10.12 Notwithstanding the generality of any exclusion or limitation of liability clause in the Agreement, the Customer acknowledges, agrees and accepts that the Company shall not in any way be responsible for any failure or delay in performing the Services, delivering any Third Party Products or otherwise performing any part of the Agreement caused by or connected with the Customer's non-compliance with any of this clause 10.
10.13 The Customer shall not, and shall not permit any third party to:(a) copy, modify, frame, mirror, or create derivative works based on the Products;(b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Products;(c) access the Products in order to build a competitive product or service, or to copy any features, functions, or graphics of the Products;(d) use the Products to perform any benchmark tests or security vulnerability scans without the Company’s prior written consent.
11. Service Levels and Remedies
11.1 Service Level Commitment: The Company commits to delivering services at the levels specified in this section ("Service Levels").
11.2 Response Times: The Company shall respond to all Client communications regarding service issues within 24 hours during business days, which are defined as Monday to Friday, excluding public holidays in the Republic of Cyprus. In cases where a communication is received on a day preceding a public holiday or a weekend, the response time shall be extended to the next business day.
11.3 For critical issues affecting business operations, the Company shall begin problem resolution efforts within 4 hours of notification.
11.4 Exceptions: The Company shall not be liable for failure to meet Service Levels due to circumstances beyond their reasonable control, including but not limited to natural disasters, acts of terrorism, labor disputes, or governmental actions.
11.5 Client Responsibilities: The Client agrees to provide timely information, access, and cooperation as reasonably required for the Company to achieve the Service Levels.
12. Confidentiality
12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the agreement.
12.2 A party's Confidential Information shall not be deemed to include information that:
12.2.1 is or becomes publicly known other than through any act or omission of the receiving party;
12.2.2 was in the other party's lawful possession before the disclosure;
12.2.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
12.2.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
12.3 Subject to clause 12.5, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.
12.4 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
12.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
12.6 The Customer acknowledges that details of the Services, and the results of any of the Services, constitute Confidential Information.
12.7 The terms of this Agreement shall not be construed to limit either party's right to develop independently or acquire products without use of the other party's Confidential Information.
12.8 The Disclosing Party acknowledges that the Receiving Party may currently or in the future develop information internally, or receive information from other parties, that is similar to the Confidential Information.
12.9 Accordingly, nothing in this Agreement will prohibit the Receiving Party from developing software products, concepts, systems or providing services of any kind that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such activities.
12.10 The above provisions of this clause 12 shall survive termination of this agreement, however arising.
13. Data Protection
13.1 In performing the Agreement, each Party shall comply with all applicable Data Protection Law and procure that its employees, agents, consultants, and contractors comply with all applicable Data Protection Law.
13.2 The Company will process any personal data of the Customer as a data controller in accordance with its Privacy Policy.
14. Limitation of Liability
14.1 General Disclaimer: The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Company disclaims all warranties, whether express, implied, statutory or otherwise. The Customer assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information or instructions provided to the Company by the Customer, or any actions taken by the Company at the Customer's direction.
14.2 Exclusion of Indirect Damages: Subject to Clause 14.4, in no event shall the Company be liable to the Customer for any loss of profits, loss of business, depletion of goodwill, loss of data or corruption of software, or for any special, indirect, incidental, punitive, or consequential damages of any kind, however arising, even if the Company has been advised of the possibility of such damages.
14.3 Limitation of Liability: Subject to Clause 14.4, the Company's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising out of or in connection with the performance or contemplated performance of this Agreement shall be limited to the total amount of Fees paid by the Customer to the Company during the twelve (12) months immediately preceding the date on which the claim arose.
14.4 Exceptions: Nothing in this Agreement excludes the liability of the Company:
14.4.1 for death or personal injury caused by the Company's negligence; or
14.4.2 for fraud or fraudulent misrepresentation.
15. Indemnity
15.1 The Customer shall defend and hold the Company harmless from any third party claim related to the Customer's breach of, or failure to comply with, the Third Party Terms and Conditions.
15.2 The Customer shall fully indemnify the Company against (i) all damages, costs, and attorneys' fees finally awarded against any of them with respect to any such claim; and (ii) all out-of-pocket costs (including attorneys' fees) incurred by the Company with the defence of the relevant claim.
15.3 The Customer shall defend and hold the Company harmless from any third party claim arising from the content of the Customer Data or any infringement of Intellectual Property Rights of third parties resulting from the Customer's breach.
15.4 The Customer shall fully indemnify the Company against (i) all damages, costs, and attorneys' fees finally awarded against any of them with respect to any such claim; and (ii) all out-of-pocket costs (including attorneys' fees) incurred by the Company with the defence of the relevant claim.
15.5 Notwithstanding anything to the contrary, the Company shall hold harmless, defend and indemnify the Customer, from and against any and all damages, losses, liabilities, costs and expenses suffered or incurred by the Customer, its customers or any of their Affiliates in any action, suit, litigation, arbitration or dispute brought by a third party arising or resulting from any claim that the Services provided by the Company infringe any copyright, patent, or trademark, constitute a misappropriation of any trade secret, or violate any other intellectual property or proprietary right or private data right of any third party; provided, however, that the Customer uses the Services and Third Party Product in a way that is in compliance with this Agreement and Third Party Terms and Conditions.
16. Renewals, Termination and Returns of Products
16.1 Some Third Party Terms and Conditions may provide for automatic renewal of certain Third Party Product subscriptions.
16.2 To the extent such automatic renewal terms exist in respect of a Third Party Product, the Customer is responsible for any notice requirements related to such automatic renewals.
16.3 Any returns of Third Party Products are subject to the Third Party Terms and Conditions.
16.4 The Company will not be responsible for any Third Party Provider's refusal to accept the return of any Third Party Product for any reason.
16.5 The Customer undertakes to return any Third Party Product in accordance with the Third Party Terms and Conditions.
17. Term and Termination
17.1 This Agreement shall commence on the Commencement Date and shall continue for the fixed term agreed in the Order Form (the "Initial Term").
17.2 The Customer acknowledges that the Initial Term is fixed and, except as provided in Clause 17.4 (Termination for Cause), implies no right to terminate for convenience.
17.3 In addition to the Services, the parties agree that third-party SAAS subscriptions purchased by the Customer for the Service Period shall be automatically renewed for successive Service Periods unless terminated by notice by either Party within the notice period provided in the Order Form.
17.4 Termination for cause: without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
17.4.1 the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
17.4.2 the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;
17.4.3 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 its creditors other than for the sole purpose of a scheme for a solvent amalgamation;
17.4.4 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 that other party other than for the sole purpose of a solvent amalgamation;
17.4.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
17.4.6 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
17.4.7 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
17.4.8 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
17.4.9 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
17.5 On termination of this agreement for any reason:
17.5.1 With the exception of licenses issued under Third Party Terms and Conditions, all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and Third Party Products (unless otherwise provided in the Third Party Terms and Conditions);
17.5.2 Each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
17.5.3 Any Hardware which has not been paid for in full shall be immediately returned to the Company;
17.5.4 The owner of Confidential Information may at its option require the other Party to delete promptly all Confidential Information from any computer disks, tapes or other material in its possession or under its control, provided that a copy may be retained as required by applicable law or corporate governance policies.
17.5.5 Subject to clause 17.5.4, the Company may destroy or otherwise dispose of any Customer Data in the Company's possession unless the Company receives, no later than ten days after the effective date of the termination, a written request for the delivery to the Customer of the then most recent back-up of such data.
17.5.6 The Company shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding.
17.5.7 The Customer shall pay all reasonable expenses incurred by the Company in returning such back-up data; and
17.5.8 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.
18. Force Majeure
18.1 Neither Party shall have any liability to the other Party under this agreement if it is prevented from or delayed in performing its obligations under this 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, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemics, endemics, accident, breakdown of plant or machinery, fire, flood, storm, provided that a notification of such an event and its expected duration has been issued.
18.2 Either Party may terminate the Agreement if the force majeure event remains for more than 30 days from the date of the notification.
19. Waiver
19.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20. Rights and Remedies
20.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
21. Severance
21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.21.2 If any provision or part-provision of this agreement is deemed deleted under clause 21.1, the parties shall negotiate in good faith to agree to a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. Assignment
22.1 The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.2 The Company may not, without the prior written consent of the Customer, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
23 No partnership or agency: Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24 Orders by Affiliates: The Customer’s Affiliates (defined as any entity directly or indirectly controlling, controlled by, or under common control with the Customer) may purchase Products and Services under this Agreement by executing an Order Form that references these Terms. In such event, the Affiliate shall be deemed the "Customer" for the purposes of that specific Order Form, and shall be jointly and severally liable with the Customer for compliance with the terms herein.
25 Marketing and Publicity: The Customer agrees that the Company may use the Customer’s name and logo to identify the Customer as a user of the Products on the Company’s website and other marketing materials. The Company agrees that such use shall be in accordance with the Customer’s standard trademark usage guidelines (if provided). The Customer may revoke this consent at any time by providing written notice to the Company.
26. Notices
26.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in the Services Form.
26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9 am on the first business day following delivery).
26.3 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
26.4 A notice sent by email shall be deemed to have been received at the time of transmission.
27. Governing Law: This 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 laws of the Republic of Cyprus.