This terms and conditions (“Agreement”) is being made between
CLIENT/CUSTOMER (that’s “You” or “Your”) anyone using our website, and SAPTECH
LTD (that’s “We” or “Us”) a private limited company registered for England and
Wales with company number SC630091.
1. Company Outline
In the context of these Terms of Business Saptech LTD is a digital marketing
agency and a research consultant.
2. Commencement of Services
The Company shall not commence the provision of Services pursuant to any
Proposal Form, until the Proposal Form has been verified, signed and
returned to the Company. Returns are accepted via electronic mail or the
Prices are guaranteed for the period stated on the Proposal Form or any
other such documentation. Prices are confidential and may not be disclosed
by the Client.
4. Payment of Services
A. All advertised Services prices exclude VAT;
B. Services are to be paid for via Direct Debit or Debit Card, unless
otherwise agreed between the Client and Us;
C. Unless payment for Services is taken via online transaction an invoice
and/or statement shall be issued to the Client, against which payment
D. Late payment for Services is liable to attract interest charges, accruing
at a rate of 8% above the Bank of England dealing rate;
E. Late payment for Services is also liable to attract a one-off £100
F. Payment of Services is to be made in accordance with the details
outlined before engagement.
5. Term and Termination
The Agreement is based on either a fixed-term, rolling or monthly
Fixed-term and rolling contracts are bound by a written Agreement between
the Client and Company, within which Services are outlined. Fixed-term
contracts cannot be terminated prior to the end date of the Contract Term.
A rolling contract has no defined end date unless otherwise agreed by both
parties. Either party may terminate the Agreement without cause with 28
days written notice to the other party, unless otherwise agreed.
Subscription-based contracts are operated on a monthly basis, the Client
can unsubscribe at any time, subject to the pro-rata monthly fee being paid
off in full.
The Agreement can be terminated immediately by either party in the event:
a. The other party is in material breach of these Terms and Conditions and,
following a period of ten days, has not remedied such breach;
b. Either party becomes insolvent, ceases to trade or enters into liquidation.
Termination of the Agreement by the Client before the end of the Contract
Term may, at the Company’s discretion, result in loss of discounts agreed for
the entire Contract Term.
6. Limitation of Liability
Either party’s total liability to the other party in respect of all claims, demands
or proceedings under this Agreement whether in contract, in tort, for
negligence, breach of statutory duty or otherwise or under any indemnity
except for death or personal injury caused by a party’s negligence or in
respect of any loss or damage for which liability cannot be excluded or
limited at law, is limited to the total amount paid to The Company during the
Contract Term for such Services, or £5,000, whichever is the greater, and
shall be reduced proportionally to the extent that any act or omission of the
other party caused or contributed to the loss.
Neither party shall be liable for any indirect, punitive, special or
consequential damages or loss (including, but not limited to, loss of revenue
(actual or anticipated), loss of business or goodwill, loss of use or operation,
anticipated savings and/or any claims made under third party contracts)
howsoever arising under this Agreement.
Where one party (the “Indemnifying Party”) becomes liable to the other party
(the “Indemnified Party”) under the provisions of this Agreement, the
Indemnified Party agrees to:(a) use all reasonable efforts to minimise any
amounts claimed by the Indemnified Party under any indemnities and/or
liabilities;(b) promptly notify the Indemnifying Party in writing of any matter
which may result in a claim under any such indemnities and/or liabilities; (c)
make no admission nor make any statement which may prejudice the
defence of such matter (the subject of the indemnity);(d) give the
Indemnifying Party sole conduct and control of such matter (and any related
settlement negotiations);and(e) give the Indemnifying Party full assistance
and cooperation in the defence of such claim.
a. Your secrets are safe with Us. This includes Your proprietary
information. This is stuff like trade secrets, know-how, or any other
confidential information that is not publicly available. We promise We
won’t sell Your proprietary information to a third-party, no matter how
much they offer Us for it. We agree to use the proprietary information
only for purposes related to this Agreement. We also agree to return
or destroy any proprietary information We have, whether it’s physical
or electronic, upon termination of this Agreement.
b. We expect our secrets to be safe with You, too. This includes our
proprietary information. You agree not to sell our proprietary
information to a third-party, no matter how much they offer You for it.
You also agree to return or destroy any proprietary information You
have, whether it’s physical or electronic, upon termination of this
c. We know that secrets can be hard to keep, but it’s important that both
Parties keep their lips sealed. If either Party shares the proprietary
information and the sharing results in harm to the other Party, there’s
a good chance that an “I’m sorry” and monetary compensation won’t
be enough to make up for it. The harmed Party will be able to seek
legal remedies to ensure the other Party will be held liable for spilling
the beans. The harmed Party can also seek an immediate injunction
to prevent the other Party from continuing to share proprietary
8. Relationship of the Parties
a. No Exclusivity: The Parties understand that this Agreement is not an
exclusive arrangement (i.e. – the Parties aren’t “going steady”). The
Parties agree that they are free to enter into other similar agreements
with other parties.
b. Independent Contractors. The Parties to this Agreement are
independent contractors which means this is a “no strings attached”
business relationship. Neither Party is an agent, representative,
partner, or employee of the other Party.
Your stuff will always be Your stuff. Your pre-existing trademarks and
copyright material (like logos and service marks) (“Marks”) will remain Your
property and You will be the sole owner of all rights in connection to it. You
grant Us a nonexclusive, non transferable license to use, reproduce, and
modify the Marks as needed to effectively carry out the Services We are
providing. We agree to stop using the Marks immediately upon Your
request. When this Agreement is terminated, our license to use the Marks
will also terminate.
Neither Party can waive any provision of this Agreement, or any rights or
obligations under this Agreement, unless agreed to in writing by the Parties.
If any provision, right, or obligation is waived, it’s only waived to the extent
agreed to in writing.
This Agreement may be modified as needed. To make a modification, the
Parties have to agree to the modification in writing in the form of an
amendment. The terms of this Agreement will apply to any amendment
made unless otherwise stated in the amendment.
The Parties may not assign the responsibilities that they have under this
Agreement to anyone else unless both Parties agree to the assignment in
a. Negotiation: We want to work this out. In the event of a dispute, the
Parties agree to work towards a resolution through good faith
b. Mediation/Arbitration: If talking it over doesn’t go well, either Party
may initiate mediation or binding arbitration in a forum mutually
agreed to by the Parties.
c. Litigation: We hate fights, but if litigation is necessary this Agreement
will be interpreted based on the laws of Scotland, regardless of any
conflict of law issues that may arise. The Parties agree that the dispute
will be resolved at a court of competent jurisdiction in Scotland, United
d. Attorney’s Fees: The prevailing party, also known as the “winner”, will
be able to recover its attorney’s fees and other reasonable costs for a
dispute resolved by binding arbitration or litigation.
This Agreement puts the Parties entire understanding of the Services to be
performed and anything else the Parties have agreed to in black and white
(literally). This Agreement supersedes any other written or verbal
communications between the Parties. Any subsequent changes to this
Agreement must be made in writing and signed by both Parties.
If any section of this Agreement is found to be invalid, illegal, or
unenforceable, the rest of the Agreement will still be enforceable.
All notices under this Agreement must be sent by either email with return
confirmation of receipt, or certified or registered snail mail with return
Notices should be sent to:
Unit 1 Finishing House, Peel Street,
Suite GB44225, GPF-2002001-GB
Willenhall, West Midlands, WV13 2BZ, United Kingdom