Terms of Service

Terms of Service Agreement

This Terms of Service Agreement ("Agreement") governs your access to and
use of the services provided on VeedMe’s website (respectively, the "
Services", the "Website"), and any information, text, graphics, videos,
photos or other materials uploaded, downloaded or appearing on the Services
(collectively referred to as "Content"). Your access to and use of the
Services, whether or not you register as a member of VeedMe ("Member"), is
conditioned on your acceptance of and compliance with this Agreement. By
accessing or using the Services you agree to be bound by this Agreement. If
you do not wish to be bound by this Agreement, do not use the Services.

Who May Use the Services

You may use the Services only if you can form a binding contract with
VeedMe and are not a person barred from receiving services under any
applicable law. You may use the Services only in compliance with this
Agreement and all applicable local, state, national, and international
laws, rules and regulations.

The Use of the Services

The Services are for the personal use of individual Members only and may
not be used in connection with any commercial endeavors. Organizations,
companies, and/or businesses may not become Members and should not use the
Services or the Website for any purpose. Illegal and/or unauthorized uses
of the Website, including collecting usernames and/or email addresses of
members by electronic or other means for the purpose of sending unsolicited
email and unauthorized framing of or linking to the Website may be
investigated, and appropriate legal action will be taken, including without
limitation, civil, criminal, and injunctive redress. Use of the Website is
with the permission of VeedMe, which may be revoked at any time, for any
reason, in VeedMe's sole discretion

Privacy

Any information that you provide to VeedMe is subject to our Privacy Policy,
which governs our collection and use of your information. You understand
that through your use of the Services you consent to the collection and use
(as set forth in the Privacy Policy) of this information, including the
transfer of this information to other countries for storage, processing and
use by VeedMe. As part of providing you the Services, we may need to
provide you with certain communications, such as service announcements and
administrative messages. These communications are considered part of the
Services and your VeedMe account.

Membership

REGISTRATION: To fully use the Services, you must register as a member by
providing a user name, password, and valid email address. You must provide
complete and accurate registration information to VeedMe and notify us if
your information changes. If you are a business, government, or non-profit
entity, the person whose email address is associated with the account must
have the authority to bind the entity to this Agreement.

USER NAME: We encourage you to use your real name. If you are a business,
government, or non-profit entity, you must use the actual name of your
organization. You may not use someone else's name, a name that violates any
third party right, or a name that is obscene or otherwise objectionable.

ACCOUNT SECURITY: You are responsible for all activity that occurs under
your account, including any activity by unauthorized users. You must not
allow others to use your account. You must safeguard the confidentiality of
your password. If you are using a computer that others have access to, you
must log out of your account after using the Services. If you become aware
of an unauthorized access to your account, you must change your password
and notify us immediately at support@veedme.com.

Content on the Services

You are solely responsible for the Content that you publish or display
(hereinafter, “post”) on the Services, or transmit to other Members. You
will not post on the Services, or transmit to other Members, any
defamatory, inaccurate, abusive, obscene, profane, offensive, sexually
oriented, threatening, harassing, racially offensive, or illegal material,
or any material that infringes or violates another party's rights
(including, but not limited to, intellectual property rights, and rights of
privacy and publicity). You will not provide inaccurate, misleading or
false information to us or to any other Member. If information provided to
VeedMe, or another Member, subsequently becomes inaccurate, misleading or
false, you will promptly notify VeedMe of such change.

You understand and agree that VeedMe may review and delete any Content, in
whole or in part, that in the sole judgment of VeedMe violate this
Agreement or which might be offensive, illegal, or that might violate the
rights, harm, or threaten the safety of Members.

By posting Content to any public area of VeedMe, you automatically grant,
and you represent and warrant that you have the right to grant, to VeedMe,
its affiliates, licensees and successors, an irrevocable, perpetual,
non-exclusive, fully paid, worldwide license to use, copy, perform,
display, reproduce, adapt, modify and distribute such information and
content and to prepare derivative works of, or incorporate into other
works, such information and content, and to grant and authorize sublicenses
of the foregoing. You further represent and warrant that public posting and
use of your content by VeedMe will not infringe or violate the rights of
any third party.

The following is a partial list of the kind of Content that is illegal or
prohibited on the Website. VeedMe reserves the right to investigate and
take appropriate legal action in its sole discretion against anyone who
violates this provision, including without limitation, removing the
offending communication from the Services and terminating the membership of
such violators. It includes, but is not limited to, Content that: is
patently offensive to the online community, such as Content that promotes
racism, bigotry, hatred or physical harm of any kind against any group or
individual; harasses or advocates harassment of another person; involves
the transmission of “junk mail”, “chain letters,” or unsolicited mass
mailing or “spamming”; promotes information that is false, misleading or
promotes illegal activities or conduct that is abusive, threatening,
obscene, defamatory or libelous; promotes an illegal or unauthorized copy
of another person's copyrighted work, such as providing pirated computer
programs or links to them, providing information to circumvent
manufacture-installed copy-protect devices, or providing pirated images,
audio or video, or links to pirated images, audio or video files; contains
restricted or password only access pages, or hidden pages or images (those
not linked to or from another accessible page); provides material that
exploits people under the age of 18 in a sexual or violent manner, or
solicits personal information from anyone under the age of 18; provides
instructional information about illegal activities such as making or buying
illegal weapons, violating someone's privacy, or providing or creating
computer viruses; solicits passwords or personal identifying information
for commercial or unlawful purposes from other users; and/or engages in
commercial activities and/or sales without our prior written consent such
as contests, sweepstakes, barter, advertising, and pyramid schemes.

Your use of the Services, including but not limited to the Content you post
on the Services, must be in accordance with any and all applicable laws and
regulations.

You may not include in your Member profile any telephone numbers, street
addresses, last names, URLs or email addresses.

You may not engage in advertising to, or solicitation of, other Members.
This includes but is not limited to solicitation or advertising to buy or
sell any products or services through the Services or to attend parties or
other social functions or networking for commercial purposes. You may not
transmit any chain letters or junk email to other Members. Although VeedMe
cannot monitor the conduct of its Members off the Website, it is also a
violation of these rules to use any information obtained from the Services
in order to harass, abuse, or harm another person, or in order to contact,
advertise to, solicit, or sell to any Member without their prior explicit
consent. In order to protect our Members from such advertising or
solicitation, we reserve the right to restrict the number of emails which a
Member may send to other Members in any 24-hour period to a number which we
deem appropriate in our sole discretion.

All information you include in your Member profile must be accurate,
current and complete.

We do not endorse, support, represent or guarantee the completeness,
truthfulness, accuracy, or reliability of any Content or communications
posted via the Services or endorse any opinions expressed via the Services.
You understand that by using the Services, you may be exposed to Content
that might be offensive, harmful, inaccurate or otherwise inappropriate, or
in some cases, postings that have been mislabeled or are otherwise
deceptive. Under no circumstances will VeedMe be liable in any way for any
Content, including, but not limited to, any errors or omissions in any
Content, or any loss or damage of any kind incurred as a result of the use
of any Content posted, emailed, transmitted or otherwise made available via
the Services or broadcast elsewhere.

Licenses Granted by You

Videos

LICENSE TO VeedMe: As between you and VeedMe, you own the video content
("videos") that you submit to the Services. By submitting a video, you
grant VeedMe and its affiliates a limited, worldwide, non-exclusive,
royalty-free license and right to copy, transmit, distribute, publicly
perform and display (through all media now known or hereafter created), and
make derivative works from your video for the purpose of (i) displaying the
video within the Services; (ii) displaying the video on third party
websites and applications through a video embed or VeedMe's API subject to
your video privacy choices; (iii) allowing other users to play, download,
and embed on third party websites the video, subject to your video privacy
choices; (iii) promoting the Services, provided that you have made the
video publicly available; and (iv) archiving or preserving the video for
disputes, legal proceedings, or investigations.

LICENSE TO OTHER USERS: You further grant all users of the Services
permission to view your videos for their personal, non-commercial purposes.
This includes the right to copy and make derivative works from the videos
solely to the extent necessary to view the videos. The foregoing licenses
are in addition to any license you may decide to grant (e.g., a Creative
Commons license).

DURATION OF LICENSES: The above licenses will continue unless and until you
remove your videos from the Services, in which case the licenses will
terminate within a commercially reasonable period of time. Notwithstanding
the foregoing, the license for legal archival/preservation purposes will
continue indefinitely. Please note that removed videos may be cached in
search engine indices after removal and that VeedMe has no control over
such caching.

Non-video Content

As between you and VeedMe, you own all non-video content that you submit to
the Services. You grant VeedMe and its affiliates a worldwide, perpetual,
irrevocable, non-exclusive, royalty-free license and right to copy,
transmit, distribute, publicly perform and display (through all media now
known or hereafter created), and make derivative works from your non-video
content. In addition, you waive any so-called "moral rights" in your
non-video content. You further grant all users of the Services permission
to view your non-video content for their personal, non-commercial purposes.
If you make suggestions to VeedMe on improving or adding new features to
the Services, VeedMe shall have the right to use your suggestions without
any compensation to you.

Your Representations and Warranties

For each piece of content that you submit, you represent and warrant that:
(i) you have the right to submit the content to VeedMe and grant the
licenses set forth above; (ii) VeedMe will not need to obtain licenses from
any third party or pay royalties to any third party; (iii) the content does
not infringe any third party's rights, including intellectual property
rights and privacy rights; and (iv) the content complies with this
Agreement and all applicable laws.

Your Interactions with Other Users of the Services

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF VEEDME
SERVICES. YOU UNDERSTAND THAT VEEDME CURRENTLY DOES NOT CONDUCT CRIMINAL
BACKGROUND CHECKS ON ITS MEMBERS. VEEDME ALSO DOES NOT INQUIRE INTO THE
BACKGROUNDS OF ALL OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF
ITS MEMBERS. VEEDME MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE
CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE
MEMBERS. VEEDME RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK
OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME
AND USING AVAILABLE PUBLIC RECORDS.

IN NO EVENT SHALL VEEDME BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER
DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR
INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE
IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION,
BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM
COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THIS SERVICE OR
PERSONS YOU MEET THROUGH THIS SERVICE. YOU AGREE TO TAKE REASONABLE
PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES,
PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU UNDERSTAND
THAT VEEDME MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR
ULTIMATE COMPATIBILITY WITH INDIVIDUALS YOU MEET THROUGH THE SERVICE. YOU
SHOULD NOT PROVIDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT
CARD OR BANK ACCOUNT INFORMATION) TO OTHER USERS OF THE SERVICES.

Restrictions on Content and Use of the Services

We reserve the right at all times (but will not have an obligation) to
remove or refuse to distribute any Content on the Services and to terminate
users or reclaim usernames. We also reserve the right to access, read,
preserve, and disclose any information as we reasonably believe is
necessary to (i) satisfy any applicable law, regulation, legal process or
governmental request, (ii) enforce the Agreement, including investigation
of potential violations hereof, (iii) detect, prevent, or otherwise address
fraud, security or technical issues, (iv) respond to user support requests,
or (v) protect the rights, property or safety of VeedMe, its users and the
public.

Tip VeedMe does not disclose personally identifying information to third
parties except in accordance with our Privacy Policy.

You may not do any of the following while accessing or using the Services:
(i) access, tamper with, or use non-public areas of the Services, VeedMe’s
computer systems, or the technical delivery systems of VeedMe’s providers;
(ii) probe, scan, or test the vulnerability of any system or network or
breach or circumvent any security or authentication measures; (iii) access
or search or attempt to access or search the Services by any means
(automated or otherwise) other than through our currently available,
published interfaces that are provided by VeedMe (and only pursuant to
those terms and conditions), unless you have been specifically allowed to
do so in a separate agreement with VeedMe (NOTE: crawling the Services is
permissible if done in accordance with the provisions of the robots.txt file,
however, scraping the Services without the prior consent of VeedMe is
expressly prohibited); (iv) forge any TCP/IP packet header or any part of
the header information in any email or posting, or in any way use the
Services to send altered, deceptive or false source-identifying
information; or (v) interfere with, or disrupt, (or attempt to do so), the
access of any user, host or network, including, without limitation, sending
a virus, overloading, flooding, spamming, mail-bombing the Services, or by
scripting the creation of Content in such a manner as to interfere with or
create an undue burden on the Services.

Indemnification

You will indemnify, defend, and hold harmless VeedMe and its affiliates,
directors, officers, employees, and agents, from and against all third
party actions that: (i) arise from your activities on the Services; (ii)
assert a violation by you of any term of this Agreement; or (iii) assert
that any content you submitted to VeedMe violates any law or infringes any
third party right, including any intellectual property or privacy right.

Third Party Copyrights and Other Rights

VeedMe respects the intellectual property rights of others. If you believe
that your copyright has been infringed, please send us a notice as set
forth in our Copyright and DMCA Policy , which is
incorporated into this Agreement. For other intellectual property claims,
please send us a notice at legal@veedme.com.

Disclaimers

VeedMe reserves the right to modify the Services. You are responsible for
providing your own access (e.g., computer, mobile device, Internet
connection, etc.) to the Services. VeedMe has no obligation to screen or
monitor any content and does not guarantee that any content available on
the Services complies with this Agreement or is suitable for all users.

VeedMe provides the Services on an "as is" and "as available" basis. You
therefore use the Services at your own risk. VeedMe expressly disclaims any
and all warranties of any kind, whether express or implied, including, but
not limited to the implied warranties of merchantability, fitness for a
particular purpose, non-infringement, and any other warranty that might
arise under any law. Without limiting the foregoing, VeedMe makes no
representations or warranties:

1. That the Services will be permitted in your jurisdiction;
2. That the Services will be uninterrupted or error-free;
3. Concerning any content submitted by any member;
4. Concerning any third party's use of content that you submit;
5. That any content you submit will be made available on the Services or
will be stored by VeedMe; or
6. That the Services will meet your business or professional needs;
7. That VeedMe will continue to support any particular feature of the Services.
8. Concerning sites and resources outside of the Services, even if linked to from the Services.

To the extent any disclaimer or limitation of liability does not apply, all
applicable express, implied, and statutory warranties will be limited in
duration to a period of thirty (30) days after the date on which you first
used the Services, and no warranties shall apply after such period.

Limitation of Liability

To the fullest extent permitted by law: (i) VeedMe shall not be liable for
any direct, indirect, incidental, special, consequential, or exemplary
damages, including but not limited to damages for loss of profits,
goodwill, use, data or other intangible losses; and (ii) VeedMe's total
liability to you shall not exceed the amounts paid by you to VeedMe over
the twelve (12) months preceding your claim(s).

Compliance Notice Pursuant to 18 U.S.C. § 2257

All pictures, graphics, videos, and other visual media displayed on the
Services are exempt from 18 U.S.C. § 2257 and 28 C.F.R. 75 because they do
not consist of depictions of conduct as specifically listed in 18 U.S.C. §
2256 (2) (A) - (D), but are merely, at most, depictions of non-sexually
explicit nudity, or are depictions of simulated sexual conduct, or are
otherwise exempt because the visual depictions were created prior to July
3, 1995. VeedMe is not the primary producer of the visual content contained
in the Services.

General Provisions

Exclusions: Some jurisdictions do not allow the exclusion of certain
warranties or the exclusion or limitation of liability for consequential or
incidental damages, so the limitations above may not apply to you.

Waiver and Severability: The failure of VeedMe to enforce any right or
provision of this Agreement will not be deemed a waiver of such right or
provision. In the event that any provision of this Agreement is held to be
invalid or unenforceable, the remaining provisions of this Agreement will
remain in full force and effect.

Controlling Law and Jurisdiction: This Agreement and any action related
thereto will be governed by the laws of the State of Israel without regard
to or application of its conflict of law provisions or your state or
country of residence. All claims, legal proceedings or litigation arising
in connection with the Services will be brought solely in Tel Aviv, Israel,
and you consent to the jurisdiction of and venue in such courts and waive
any objection as to inconvenient forum. If you are accepting this Agreement
on behalf of a United States federal government entity that is legally
unable to accept the controlling law, jurisdiction or venue clauses above,
then those clauses do not apply to you but instead this Agreement and any
action related thereto will be will be governed by the laws of the United
States of America (without reference to conflict of laws) and, in the
absence of federal law and to the extent permitted under federal law, the
laws of the State of California (excluding choice of law).

Successors; Assignment; No Third Party Beneficiaries: This Agreement is
binding upon and shall inure to the benefit of both parties and their
respective successors, heirs, executors, administrators, personal
representatives, and permitted assigns. You may not assign this Agreement
without VeedMe's prior written consent. No third party shall have any
rights hereunder.

Entire Agreement: This Agreement, and our Privacy Policy are the entire and
exclusive agreement between VeedMe and you regarding the Services
(excluding any services for which you have a separate agreement with VeedMe
that is explicitly in addition or in place of this Agreement), and this
Agreement supersedes and replaces any prior agreements between VeedMe and
you regarding the Services.

Notices: You consent to receive all communications including notices,
agreements, disclosures, or other information from VeedMe electronically.
VeedMe may provide all such communications by email or by posting them on
the Services. For support-related inquiries, you may send an email to
support@veedme.com. You may send notices of a legal nature to VeedMe at
legal@VeedMe.com.



Payments Terms and conditions

a. General.

i. Users who have registered with the Website as clients (“Client Users”) may submit requests for video production services (each, a “Project”) to the Website, through the Website’s submission process, for production proposals (“Proposals”) from Users who have registered with the Website as video production service providers (“Creative Users/Videographers”).

ii. Client Users and Creative Users acknowledge that this Agreement sets forth the agreement between them and VeedMe. Client Users and Creative Users further acknowledge that, when a Client User accepts a Proposal - Client Users and Creative Users acknowledge and agree that VeedMe is a third party beneficiary of certain provisions and that no changes to such provisions or attempt to circumvent such provisions are effective without the express written and signed consent of Veedme.

b. Process. Client Users and Creative Users will use the Website as it is designed for purposes of posting Projects, posting Proposals, entering into engagements for video production services, uploading and downloading files and other Project material, making payments, and cancelling engagements.

c. Client Users. Client Users agree to pay, commissions, and other fees as from time to time described on the Website. Without limiting the foregoing, Client Users will pay VeedMe a commission (“Commission”) equal to 18% of all amounts paid (not on top) or payable by Client User for a Project (with a credit for the project deposit but irrespective of any refunds for Project cancellations by Client Users). Client Users will use the interface provided by the Website (and only such interface) for making payments to Creative Users for a Project.

By that, agreeing to Veedme’s T&C they agree to Veedme’s payments service providers conditions, as well - http://www.bluesnap.com/ecommerce/legal/terms_and_conditions

d. Creative Users. Creative Users acknowledge that any payments to be made by a Client User for a Project must be made via the Website and are subject to Commissions and other fees from time to time described on the Website. - Creative Users will use the interface provided by the Website (and only such interface) for making payments to Creative Users for a Project.

By that, agreeing to Veedme’s T&C they agree to Veedme’s payments service providers conditions, as well http://www.payoneer.com/payment-services/en/referafriend/homepage/terms.aspx

 

e. Payment Timing. Client Users and Creative Users acknowledge that Veed.me will hold payment amounts submitted by Client Users to the Website and will remit payments to Creative Users and will remit refunds for Project cancellations.

f. Non-Circumvention. Client Users and Creative Users acknowledge that the Website and the services it provides are valuable and unique and agree, for a period of six months from the date a Project is submitted, not to circumvent the Website for video production or related services by a Creative User to a Client User who initially made contact or communicated via the Website and further agree that Commissions will be due and payable on any amounts paid by Client Users in violation of this paragraph, and Client Users and Creative Users will be jointly and severally liable for the payment of such Commissions.

g. Accounts. Because payments by Client Users to Creative Users are made via the Website, Client Users and Creative Users will each open and maintain at least one account with a payment processing and billing service provider supported by the Website. Each of Client and Creative agrees to bear and pay all the fees and charges it may incur through such service provider accounts at the rates in effect from time to time.

 

 

RISK AND TITLE

The completed Project will be at the Client's risk from the time of delivery.

Ownership of the Project will only pass to the Client when the Creative receives full payment of all sums due.

PRICE AND PAYMENT

The price of any Project will be the price agreed between the Client and Creative as set out in the Creative's Proposal ("Budget") and “Final Quote”

The Creative shall pay an amount equal to 18% of the Price to us as commission for the Project ("Commission"). The Commission shall not become due and owing until completion of the Project.

These prices exclude VAT. The Client or Creative shall, on receipt of a valid VAT invoice, pay to such additional amounts in respect of VAT as are chargeable.

Payment for each Project must be made to us when the Client and Creative enter into a contract for the Creative to complete the Project and the Creative shall not commence the Project until confirmation from us that the Price has been received.

On completion of the Project, the Creative shall invoice the Client for the Price and we shall submit an invoice for the Commission.

Provided always, that we have received the Price in accordance with clause 6.5, we shall pay the Price less the Commission (and any applicable VAT) to the Creative on behalf of the Client.

All invoices shall be paid within 14 days of the date of invoice.

OUR LIABILITY

The Creative warrants to the Client that the completed Project is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.

The Creative's liability for losses the Client suffers as a result of it breaking this agreement including deliberate breaches is strictly limited to the Price.

Our site is an online venue for the posting and delivery of projects by Creatives and Clients and you acknowledge and accept that we do not source or deliver projects. We have no liability for the projects delivered and your sole recourse shall be against the Client, to the extent you are the Creative, and to the Creative to the extent you are the Client. Notwithstanding the above, to the fullest extent permitted by law, we exclude all warranties, conditions and other terms implied by statute or common law from the Contract.

Our liability for losses the Creative suffers as a result of us breaking this agreement including deliberate breaches is strictly limited to the Commission.

Our liability for losses the Client suffers as a result of us breaking this agreement including deliberate breaches is strictly limited to the Submission Fee.

This does not include or limit in any way our or the Creative's liability:

for death or personal injury caused by our negligence;

under section 2(3) of the Consumer Protection Act 1987;

for fraud or fraudulent misrepresentation; or

for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:

loss of income or revenue

loss of business

loss of profits or contracts

loss of anticipated savings

loss of data

loss of data, or

waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable;

provided that this clause 7.7 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 7.1 or clause 7.3 or any other claims for direct financial loss that are not excluded by any of categories (a) to (g) inclusive of this clause 7.7.

WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

NOTICES

All notices given by you to us must be given to VeedMe Limited at team@veedme.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 13. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

TRANSFER OF RIGHTS AND OBLIGATIONS

The contract between you and us is binding on you and us and on our respective successors and assigns.

You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

Strikes, lock-outs or other industrial action.

Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.

Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

Impossibility of the use of public or private telecommunications networks.

The acts, decrees, legislation, regulations or restrictions of any government.

Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

WAIVER

If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14.

SEVERABILITY

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

ENTIRE AGREEMENT

These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.

OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

You will be subject to the policies and terms and conditions in force at the time that enter a contract in respect of a Project, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before the Project is completed (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of notification of the change to the terms and conditions).

LAW AND JURISDICTION

Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.