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1.    INTERPRETATION


1.1  The definitions and rules of interpretation in this condition apply in these conditions. Client: the person, firm or company who purchases the Goods or Services from the Company:

Microvera Limited,

Office 111
22 Notting Hill Gate
London, W11 3JE

 

Contract: any contract between the Company and the Client for the sale and purchase of the Goods or supply of the Services, incorporating these conditions. Deliverables: any materials required under the Contract to be produced by the Company and delivered to the Client in the course of providing the Services. Delivery Point: the place where delivery of the Goods or Deliverables or performance of the Services is to take place shall be agreed with the Client prior to any goods being delivered or services commencing.

Goods: any goods and services agreed in the Contract to be supplied to the Client by the Company (including any part or parts of them). Intellectual Property Rights: all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Services: any services agreed in the Contract to be supplied to the Client by the Company.

Software: any software comprised in the Goods or otherwise provided by the Company to the Client and “Microvera Limited” means Software which is proprietary to the Company.

2.     APPLICATION OF TERMS


2.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document, even if such document is referred to in the Contract).

2.2 These conditions apply to all the Company’s sales and no variation to these conditions shall have any effect unless expressly agreed in writing and signed by an executive director of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

2.3 Each order or acceptance of a quotation for Goods or Services by the Client from the Company shall be deemed to be an offer by the Client to buy Goods or Services subject to these conditions. No order placed by the Client shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Client or commences performance of the Services. Such acknowledgment of order may (but is not required to) include the following information: the Goods or Services to be supplied by the Company; the price payable therefore; such payment terms as the Company may specify; the proposed delivery date or dates; and such warranties as the Company may offer in relation to the Goods or Services.

2.4 The Client shall ensure that the terms of its order, including the description, code numbers and other details relating to the Goods or Services, and any applicable specification, are complete and accurate.

2.5 Any quotation is given on the basis that no Contract shall come into existence until the Company issues an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date, or such other period as may be specified in the quotation, unless withdrawn by the Company.

3.    DESCRIPTION


3.1 The quantity and description of the Goods, or the description and scope of the Services, shall be as set out in the Company’s quotation or acknowledgement of order.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and no sale of Goods shall be a sale by sample.

3.3 the Company has the sole right to assess market changes in market conditions and modify the services and modify the services and products offered to customers accordingly & without bearing any responsibility towards the customer to change or modify the minimum quality of service applied on product or service from time to time according to the aforementioned changes.

 

4.    PRICE


4.1 The price of the sale of goods or services to the client shall be specified in the Company’s quotation or acknowledgement of order, or agreed by the Company in writing on the date the order placed by the Client is received by the Company, provided that the Company reserves the right to vary such prices to reflect prices at time of delivery.

4.2 Unless otherwise stated in writing by the Company all prices quoted shall be ex-works and shall be exclusive carriage costs, insurance costs, any work not specified in the contract or quotation undertaken for the Client and any other ancillary costs in respect of which the Company shall be entitled to make additional charges.

4.3 On no account may cancellation be accepted for any order placed by the Client with the Company. Orders may be modified after prior negotiation and agreement, and any modification must be agreed between the parties in writing. Notification of any request for modification must be made in writing no later than five working days after acceptance of the relevant Order.

5.    PAYMENT


5.1 Payment of the price must be made at the times and by the methods specified in the Company’s quotation or acknowledgment of order. Where staged payments are specified then each such staged payment must be made at the time and by the method specified. Where prepayment by electronic transfer is specified the Client must pay the entire purchase price by electronic transfer to the Company’s nominated bank account either at the time of order (where so specified) or otherwise prior to dispatch of the Goods or Services. Where prepayment by letter of credit is specified payment must be made by irrevocable letter of credit, payable at sight on acceptance of documents, advised by a bank in the UK and/or, if required, confirmed by a UK bank, with all bank charges payable by the Client.

5.2 Where no payment time or method is specified in the quotation or acknowledgment of order the Client must pay the purchase price within 14 days of the date of the Company’s invoice by electronic bank transfer to the Company’s nominated bank account, or by credit or debit card.

5.3 The Company may at its absolute discretion set a credit limit for the Client and may vary any such limit from time to time by notice to the Client. If the Client reaches or exceeds its credit limit, the Company may refuse to accept further orders, or make further deliveries of Goods which have been ordered, until the Client has made such payment to the Company as shall bring the Client’s credit within its credit limit.

5.4 Payment shall be made in the currency in which the goods are invoiced and time for payment shall be of the essence. No payment shall be deemed to have been received until the Company has received cleared funds.

5.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

5.6 The Client shall make all payments due under the Contract in full without any deduction or set-off whether by way of counterclaim or otherwise, unless otherwise agreed in writing by the Company.

5.7 If the Client fails to pay the Company any sum due pursuant to the Contract, the Client shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclay’s Bank, accruing on a daily basis until payment is made, whether before or after any judgment.

6.    DELIVERY


6.1 The Delivery Point for goods or services shall be the Company’s place of business or if agreed the Client’s place of business.

6.2 If the Company agrees to arrange carriage or insurance on behalf of the Client, all administration charges and expenses in connection therewith shall be invoiced to the Client and paid within 14 days of the issue of an invoice for the same by the Company unless otherwise specified by the Company on the invoice.
6.3 Any dates specified by the Company for delivery of the Goods or Deliverables or performance of the Services are intended to be an estimate and time for delivery shall not be of the essence.
6.4 No delay in delivery of the Goods or Deliverables or performance of the Services shall entitle the Client to terminate or rescind the Contract unless such delay exceeds 90 days.
6.5 If for any reason the Client fails to accept delivery of any of the Goods or Deliverables when they are ready for delivery, or the Company is unable to deliver the Goods or Deliverables on time because the Client has not provided appropriate instructions, the Company may store the Goods or Deliverables until delivery, and the Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
6.6 The Company may deliver the Goods or Deliverables, or perform the Services, by separate installments as agreed with the Client. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract. Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Client to repudiate or cancel any other Contract or installment.

 7.    NON-DELIVERY


7.1 Any liability of the Company for non delivery of any Goods or Services shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

7.2 Ownership of the Goods shall not pass to the Client until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and Services all other sums which are or which become due to the Company from the Client on any account.

8.    WARRANTY


8.1 Where the Company is not the manufacturer or developer of any Goods or Software, the Company shall endeavor to transfer to the Client the benefit of any warranty or guarantee given to the Company but shall otherwise give no warranty in relation to such Goods or Software.

9. LIMITATION OF LIABILITY


9.1 Subject to condition 6, condition 7 and condition 8 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and (b) the Company shall not be liable to the Client for loss of profit, loss of business, loss of given data, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

 10. TERMINATION


10.1 Without prejudice to any rights that have accrued under this Contract or any other rights or remedies, the company has the sole right to cancel any agreement before its validity expires, in the case of the customer breaching the conditions of use, if requested by official bodies & authorities, or for any benefit of the company, and in this case, the Company will submit written notice to the Client at least one month in advance. The Client can request cancellation of the deal at any time by submitting a month in advance notice the Company, in addition to all the dues payments, withdrawing the claim to any advanced payments.

11. GENERAL


11.1 The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

11.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

12. SHARED SYSTEM RESOUCES USAGE

12.1 In the event that the Client’s account is shared with any other clients within the system resources, such as data processing, memory, and network resources, all above shall share equal ownership of the rights on the basis of the type of the paid subscription. By this, the Company will inform the Client to choose between either subscription upgrade, or reduce usage of the
system resources to an acceptable limit.

12.2 Aquad Scripts programs of all kinds (GI/PHP/ASP Scripts) can be used by the shared website at service only, and in the event of the above harmfully influenced hardware or network performance, those programs will be terminated without any prior notice. Furthermore, it is not permitted to install chat software randomly on the hosting servers of Microvera Ltd, but it can be provided within the Company’s services with or without Java scripts.

12.3 Programs as (IRC bots), (eggdrop), (BitchX), (XiRcon) or any other program that may conflict with the Service Computers tasks, are not permitted. However, a special part of the control panel will be devoted to manage those activities in a well-organized method that will not inflict harm on the network or the services’ computers.

12.4 In shared hosting accounts, Traffic rate should be distributed in the given service on a timely basis that shall not exceed twenty percent 20% per month. In the event of using the whole permitted traffic level, which is totally forbidden, the Client must notify the Company in order to take the needed arrangements.

 

13. THE NETWORK & SYSTEM SECUIRTY


13.1 Any trial to discover any information related to the security of any component of this network, programs, or computers, including, but not limited to: the attempt without any written permission to access, use, tap or search for any components or information, move or hide some of the network security data or the usage permissions, to interfere in the services of any user, computer, or network, contact the servicing computers with the intention to penetrate or spy on the connected networks directly or indirectly, try to skip the users’ identification programs, the network or services’ security, follow the security program of any network, or to target any other systems, will be considered a violation for this deal, and it will be treated as an attempt to penetrate the network security and its programs.

13.2 Spam must be of minimum use, and shall be forbidden in the case of violation of common laws, the Company’s Network, or mail receivers.

14. COMMUNICATIONS

14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or email to the registered office or the trading address of the receiving party or to such other address or by such other means as shall be notified by the receiving party to the other.

15. Cancellation of subscriptions


A subscription can be cancelled at any time by the customer. Since the subscription period lasts for 12 months and is automatically prolonged 30 days before the end of each 12-month period, a cancellation must be received by Microvera.com 30 days before the 12-month subscription period, at the latest. The unused portion of any advance payment will not be refunded. If the cancellation is not sent to Microvera.com in time, the customer is obliged to pay the subscription fee for the following 12-month period. Cancellation is possible by contacting the Microvera.com Support via e-mail. When Microvera.com has received a cancellation, the customer will be notified by email regarding the cancellation from Microvera.com. If Microvera.com chooses to terminate specific subscription types or special services, Microvera.com may cancel a subscription with one month’s notice. The subscription must in no way be used to gain unauthorized access to systems connected to the Internet. If any such activities or criminal acts come to the notice of Microvera.com, regardless of the country the laws of which underlie the violation, the subscription will be immediately terminated and Microvera.com reserves the right to pass on all relevant information to the relevant authorities. Microvera.com also has the right to annul a subscription without notice with immediate effect and without compensation or reimbursement of any kind if the customer does not abide by these Terms and Conditions, if a party wastes or abuses resources available on the Internet, disrupts the functionality of the Internet, infringes netiquette valid at any given moment, e.g. by passing on information about other people’s private affairs or in other ways inconveniencing other users of the Internet. Data from homepages and mail systems will generally be deleted seven days after termination of a subscription.