TERMS AND CONDITIONS
The present document constitutes the offer of ZERDEN TRADING LP to enter into the Agreement on the following terms and conditions.
1. TERMS AND DEFINITIONS
Advertising Campaign shall mean the publication of the advertising within the process of the Services provision.
Agreement shall mean a repayable agreement between Contractor and Zerden for rendering Services, which shall be entered into by the Offer Acceptance.
Contractor shall mean a person who has accepted the Offer. The Contractor shall be a customer, who orders Services under the Agreement and bears responsibility for all its activities and activities of its representatives within the process of Services rendering.
Materials shall mean all advertising, promotional and other materials which are provided by the Contractor to Zerden for the purpose of Services rendering.
Offer shall mean the present offer of Zerden to enter into the Agreement on the following terms and conditions.
Offer Acceptance shall mean complete and unconditional acceptance of the Offer by acting as specified in Clause 6 below. An Agreement shall be entered into upon the Offer Acceptance.
Order, Orders shall mean an instruction or instructions relating to the Services provision given by the Contractor by means of contact form located on the Website.
Party shall mean Zerden or the Contractor respectively.
Parties shall mean Zerden and the Contractor.
Services shall have the meaning as specified in Clause 3 below.
Website — shall mean the site located on the Internet at https://reclarium.com/, which is owned and operated by ZERDEN.
Zerden — ZERDEN TRADING LP a partnership incorporated under the laws of the United Kingdom with registered office at 41 Duke Street, Edinburgh, EH6 8HH, United Kingdom, registration no. SL12180, which provides the present Offer.
2.1. This Agreement describes the terms and conditions under which the Company renders Services to the Contractor that has expressed willingness to use the Services.
2.2. The subject matter of the Agreement shall constitute Services rendering to the Contractor by Zerden according to the terms and conditions specified herein.
3.1. The Services shall include branding, marketing research, PR, website development, production of own products, display advertising, contextually targeted advertising. The Contractor shall specify the type of Services he is interested in while making the Order and in the process of Order negotiation. The list and the description of Services are specified on the Website and will be provided by Zerden to the Contractor after the Order placing as well as the Services provision details. By placing an Order on the Website the Contractor provides Zerden and it’s authorized representatives the consent to contact the Contractor using the contact details that were specified by the latter in the contact form on the Website.
3.2. Zerden undertakes to render the Services on the basis of Orders according to the provisions of the present Offer, and the Contractor undertakes to pay for the Services.
3.3. After the reception of the Order Zerden shall contact the Contractor via the contact details specified by the Contractor in a contact form located on the Website and negotiate all the details of the Order, including but not limited to detailization of Services, time period of their provision, pricing. Upon the negotiation process is completed Zerden shall issue an invoice to the Contractor which shall be paid by the latter within the period of 5 (five) working days from the moment of its issue. The Contractor is deemed to be performed the obligation of payment when the funds are credited to Zerden’s bank account. Zerden shall commence to Services provision after the invoice is paid by the Contractor or the other period of time agreed by the Parties.
4. ZERDEN’S RIGHTS AND OBLIGATIONS
4.1. Zerden shall undertake to render the Services to the Contractor according to the terms and conditions of the Agreement.
4.3. Zerden shall be entitled to suspend provision of the Services to the Contractor on the temporary basis in the following cases:
4.3.1. for technical, technological or other reasons, which prevent rendering the Services, for the cure period.
4.3.2. if the Contractor breaches obligations and/or warranties accepted according to the Agreement.
4.4. Zerden shall be entitled to terminate the Agreement early in the unilateral extrajudicial manner by notifying the Contractor if the Contractor breaches obligations and/or warranties accepted according to the Agreement.
4.5. Zerden shall be entitled to verify Materials for their compliance with requirements of the Agreement (the Offer) both prior to the provision of Services and any time after within the process of their provision. If the Materials fails to meet the requirements of the Agreement Zerden shall be entitled to refuse or to terminate Services rendering.
The Contractor shall be solely responsible for the use of the Materials and any consequences of their use, and for contents of the Materials and its compliance with applicable legal requirements.
4.6. When accepting the Materials for placement Zerden shall be entitled to verify (independently or involving third parties as subcontractors) information provided by the Contractor, including but not limited to the accuracy of contact details, availability of telephone numbers, match of goods/services offered using the contact details with contents of an Advertising Campaign.
4.7. Zerden shall provide Services to the Contractor according to the Agreement.
4.8. Zerden shall be entitled to use and distribute any data provided by the Contractor. The use of such data is based on non-exclusive rights and is exempt from time and geographical limitations.
4.9. Zerden can’t and doesn’t guarantee the availability, functionality or speed of access to the Website due to the nature of the Internet and the network connections.
4.10. Zerden hereby agrees to process Orders.
5. CONTRACTOR’S RIGHTS AND OBLIGATIONS
5.1. Subject to the terms and conditions prescribed herein the Contractor has the right to:
5.1.1. place the Order by means of contact form located on the Website;
5.1.2. clarify the terms and conditions of Services rendering by consulting with the Company;
5.1.3. cancel the Order prior to commencement of Services provision.
5.2. The Contractor shall abide by all terms and conditions of this Agreement.
5.3. The Contractor shall not place any Orders which may violate the terms and conditions of the present Agreement and any applicable laws.
5.4. The Contractor shall hereby agree to commit in a bona fide manner to the fulfillment of all responsibilities arising from the use of the Services.
5.5. The Contractor shall not apply any software, robot, device or any other automated or manual process, to monitor, copy, or otherwise publicly display any content of the Website without the written permission from the Company.
5.6. The Contractor shall not copy, transmit, present, reproduce, alter, expand, distribute (including public distribution), transform into other related products (derivatives), or otherwise use in commercial or other purposes the content of the Website (in whole or in any part) without first obtaining the written permission from the Company.
5.7. The Contractor shall not use any devices, software or other means that might disturb the operation of the Website.
5.8. The Contractor shall be totally responsible for accuracy of the information provided to Zerden, for infringement of third parties’ rights when placing such information as part of an Advertising Campaign or using for other purposes within the process of the Services provision and for compliance with applicable legal requirements of such information.
5.9. The Contractor shall not be entitled to assign its rights by the Agreement to any third party.
6. OFFER ACCEPTANCE
6.1. Contractor shall accept the Offer when making payment for the Services on the grounds of the invoice issued by Zerden. The payment for the Services by the Contractor means complete acceptance, without exclusion, of the present Agreement terms and conditions which refer to all individuals and/or entities accepting the present Offer.
6.2. If Contractor accepts the Offer on behalf of a company or other legal entity, Contractor represents and warrants that Contractor has the authority to bind that company or other legal entity to this Agreement and, in such event, the term «Contractor» will refer and apply to that company or other legal entity.
7. TERMS OF PAYMENT
7.1. Services of Zerden shall be rendered under conditions of a full advance payment of the corresponding Order by the Contractor.
7.2. Zerden shall issue an invoice to the Contractor upon the negotiation process of the Order is completed. The invoice shall be paid by the Contractor within the period of 5 (five) working days after its issue.
7.3. The Contractor is deemed to be performed the obligation of payment when the funds are credited to Zerden’s bank account.
8.1. The Contractor warrants and represents to Zerden that:
8.1.1. it has full capacity and authority to enter into the Agreement;
8.1.2. all information and Materials supplied to Zerden by the Contractor are true, accurate and not misleading, and nothing contained in it is liable to bring Zerden into disrepute;
8.1.3. the Materials provided by the Contractor are not obscene, defamatory, fraudulent, misleading or libelous, and shall not give cause, whether directly or indirectly, for any action to be brought against Zerden for libel, fraud or publication of a false or misleading statement;
8.1.4. the Materials will not infringe the intellectual property rights or any other rights (including without limitation any right of privacy or confidence) whatsoever of any third party or unfairly prejudice the legitimate interest of any third party by implication or otherwise;
8.1.5. the Materials comply with all applicable legislation, laws, regulations and codes of practice (or similar);
8.1.6. without limitation all the Materials are accurate, legal, decent, honest and truthful;
8.1.7. where the Contractor is planning to make the advertisement, which shall include a competition, prize draw or similar promotion, the Materials shall comply with, and the competition, prize draw or promotion shall be conducted by the Contractor, in accordance with all applicable laws and regulations, and the Contractor shall be responsible for the provision of all prizes;
8.1.8. the Materials shall not indicate an intention to discriminate on grounds of sex, race, religion or belief, disability, ethnic origin, age or sexual orientation;
8.1.9. the Materials shall not cause disruption to any computer, computer system, network or any digital format, and shall be free from viruses or malicious code;
8.1.10. the Materials shall not be prejudicial or damaging to the reputation of Zerden and the third persons;
8.1.11. the Contractor shall provide Zerden with all necessary Materials by the date notified by Zerden to the Contractor. If the Contractor fails to provide such Materials by such date, the Contractor acknowledges and agrees that Zerden may not be able to fulfil its obligations under the Order or the present Agreement and accepts that the Zerden will not be liable for any such failure to any extent or at all;
8.1.12. it has all necessary rights, licenses and consents (including where necessary regulatory consents and consents from persons or entities cited or quoted in the Material) needed to permit the Contractor to use, display, reproduce, insert or publish the Materials;
8.2. Zerden warrants to the Contractor that it shall use reasonable care and skill in carrying out its obligations under this Agreement. Except as otherwise expressly provided herein, all conditions, warranties, terms, prior representations, and undertakings express or implied, statutory or otherwise in respect of the Services provided hereunder by Zerden are to the fullest extent permitted by law expressly excluded.
9. LIABILITY AND INDEMNITY
9.1. Nothing in this clause 9 shall be construed as excluding or limiting the Zerden’s liability for death or personal injury caused by its negligence or fraud.
9.2. Subject to clause 9.1., Zerden shall not be liable to the Contractor in contract, tort (including negligence) or otherwise for any direct, indirect, consequential or special loss or any loss of Materials, loss of profits, loss of business, loss of contracts, loss of orders, loss of revenue, loss of goodwill, loss of data or loss of anticipated savings.
9.3. Subject to clause 9.1., the liability of Zerden in respect of any and all other claims (whether in contract or tort) arising out of or in connection with Services provision shall not exceed the amount the Contractor has paid to Zerden in connection with that Services.
9.4. The Contractor agrees to on demand fully indemnify and keep fully indemnified Zerden, its directors, agents and employees against any and all losses, liabilities, costs, claims, damages, demands, expenses and fees (including but without limitation legal and other professional fees) suffered or incurred by Zerden arising out of or in connection with:
9.4.1. any breach of the present Agreement by the Contractor; or
9.4.2. any actual or potential infringement of a third party’s intellectual property rights;
9.4.3. provision of the Services in accordance with Orders.
10.1. Without prejudice to any other rights or remedies which Zerden may have, Zerden may terminate the present Agreement between it and the Contractor (without any liability) immediately on giving notice to the Contractor in the event if:
10.1.1. the Contractor fails to pay any amount due to the Zerden on or by the due date for payment; or
10.1.2. the Contractor commits a material breach of any of provision of the present Agreement; or
10.1.3. the Contractor repeatedly breaches any of the terms and conditions specified herein in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms and conditions of the Agreement; or
10.1.4. the Contractor enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction); becomes insolvent; ceases or threatens to cease to carry on business; compounds or makes any voluntary arrangement with its-creditors; becomes subject to an administration order; is unable to pay its debts as they fall due; has an encumbrancer take possession of, or a receiver or administrative receiver appointed over all or any part of its assets; takes or suffers any similar action due to debt; or if the equivalent of any of the above events under the law of any jurisdiction occurs in relation to the Contractor.
11.1. With the exception of the Contractor’s payment obligations, neither Zerden nor the Contractor shall be liable to each other for any failure to comply with the provisions of the terms and conditions of the Agreement as a result of any event beyond the reasonable control of either of them.
11.2. Any notice or correspondence required to be given under the Agreement may be delivered personally or sent by post or by e-mail to the other Party at the addresses set out in the Order, or such other address as may be notified in accordance to the other Party from time to time. Any notice shall be deemed to have been duly given upon delivery at the address of the relevant Party.
11.3. If any provision of the Agreement (Offer) is held for any reason to be ineffective or unenforceable (in whole or in part) this shall not affect the validity or enforceability of the other provisions set out herein, which shall remain in full force and effect.
11.4. No third party shall have any rights to enforce the terms and conditions of the present Agreement against Zerden.
11.5. The Agreement between the Contractor and Zerden is personal to the Contractor. The Contractor may not assign, sub-license, sub-contract, transfer or charge the any provisions of the Agreement or any part of it without the prior written consent of Zerden.
11.6. The Contractor and Zerden acknowledge and agree that the courts of England and Wales will have exclusive jurisdiction to settle any such dispute which may arise out of the terms and conditions of the present Agreement and shall submit all disputes to the jurisdiction of those courts.
11.7. Notwithstanding the provisions of clause 11.6., for the Zerden’s exclusive benefit and to the extent possible in the applicable jurisdiction, Zerden retains the right to bring or enforce proceedings as to the substance of the matter in the courts of the country of the Contractor’s residence or, where the present Agreement is entered into in the course of the Contractor’s trade or profession, the country of the place of business in which the present Agreement was agreed to or (if different) the country of Contractor’s principal place of business.
11.8. Zerden may from time to time modify the terms of the present Agreement (Offer) by publishing any changes online. The Contractor should check online the terms of the present Agreement before making the payment under the invoice of Zerden since by making the payment under the invoice issued by Zerden, the Contractor agrees to be bound by any updates to the provisions of the Agreement.
11.9. No variation or addition to the Agreement without the prior written consent of Zerden shall be effective unless agreed to in writing by Zerden and any additional terms the Contractor may seek to impose shall be void and/or unenforceable.
11.10. The Parties do and shall, in the performance of their respective obligations under the Agreement comply at all times with all relevant laws, statutes and regulations applicable to their activities at all times.