Terms
and Conditions
1. DEFINITIONS
1.1 For purposes of these Terms and Conditions, the following terms shall have the following meanings, save as otherwise set out herein:
Affiliates - shall mean, with respect to a person, any other person which directly or indirectly controls, is controlled by or is under common control with the first person.
Agreement - shall mean the Business Terms of the Agreement, incorporating these Terms and Conditions and any Service Level Agreement that may be signed for support of the Agreement.
Business Day - shall mean a day (other than a Saturday or Sunday or public holiday) on which banks are generally open in British Virgin Islands for the transaction of normal banking business.
Confidential Information - shall mean any information which either party (the Disclosing Party) may disclose or make available to the other party (the Receiving Party) relating to itself or its Affiliates pursuant to or in connection with the Agreement.
Developed Work - shall mean a modification, revision, abridgement, translation, condensation or expansion of the Software or Software Documentation.
Fees - means all the monies due from Licensee to Licensor payable as per clause 4 of these Terms and Conditions and the Software License Agreement.
Installation - shall mean the point in time at which, in Licensor’s reasonable professional opinion, the Licensee has acquired access to the Software which has been set up for Licensee’s use.
License - means the license granted under clause 2.1.
Licensee Customers - shall mean any customer, user or client of the Licensee who, by using the Licensee’s services and after completing any registration or onboarding process implemented by the Licensee, is authorized by the Licensee to access or use the Software.
Software - shall mean the Corevia Platform, being a hosted and managed proprietary software platform developed, owned and maintained by the Licensor.
Software Documentation - shall mean all documentation relating to or distributed with the Software for aiding the use and application of the Software.
Software Improvements - shall mean improvements, updates or modifications generally released by Licensor in relation to the Software.
Support Services - shall mean all services offered by Licensor related to the support of the Software.
SLA - shall mean the Service Level Agreement, if signed separately, between Licensor and Licensee.
Corevia Platform - shall mean the Software.
2. LICENCE OF SOFTWARE
Licensor grants to the Licensee a non-exclusive, non-transferable license to use the Software subject to these Terms and Conditions during the term of the Agreement.
3. INTELLECTUAL PROPERTY RIGHTS
The Licensee acknowledges that the Software, Software Documentation and all intellectual property rights therein remain the sole property of Licensor unless otherwise agreed in writing.
4. FEES
The Licensee shall pay all applicable Fees as agreed between the parties.
5. WARRANTY
Licensor warrants that it will provide the Software using reasonable skill and care and in accordance with generally accepted industry standards.
Cookies are not used to execute transactions, process payments, or provide trading services.
6. INDEMNITY
Each party agrees to indemnify the other against claims resulting from its breach of this Agreement or infringement of intellectual property rights.
7. LIMITATION OF LIABILITY
Except where prohibited by law, neither party shall be liable for indirect, incidental or consequential damages including loss of business, revenue or data.
8. CONFIDENTIAL INFORMATION
Each party shall treat all Confidential Information as strictly confidential and shall not disclose such information except where necessary for performance of the Agreement.
9. TERM AND TERMINATION
Either party may terminate the Agreement with sixty (60) days written notice or immediately in the event of material breach.
10. DATA STORAGE AND RETENTION
Upon termination of the Agreement, client data may be retained for up to six (6) months for administrative, legal or compliance purposes and shall thereafter be securely deleted unless otherwise required by law.
11. NOTICES
Any notice or other communication under this Agreement shall be made in writing and delivered by hand, courier, registered post, or by email to the addresses or email addresses specified in the Agreement.
Notices shall be deemed received:
a. if delivered by hand, at the time of delivery;
b. if sent by courier or registered post, on the second (2nd) Business Day after dispatch; and
c. if sent by email, at the time of transmission, provided that no automated delivery failure notification has been received by the sender.
12. SEVERABILITY
If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.
13. FORCE MAJEURE
Neither party shall be liable for failure to perform obligations due to events beyond reasonable control including natural disasters, government actions or infrastructure failures.
14. VARIATION
Any amendment to this Agreement must be in writing and signed by both parties.
15. WAIVER
Failure to enforce any provision shall not constitute a waiver of that provision.
16. NO PARTNERSHIP
Nothing in this Agreement shall be deemed to create a partnership or agency relationship between the parties.
17. ASSIGNMENT
Neither party may assign this Agreement without the prior written consent of the other, except to an Affiliate.
18. OFFER OF EMPLOYMENT
Neither party shall solicit employees of the other party during the Agreement and for 12 months following termination.
19. FURTHER ASSURANCE
Each party agrees to execute any documents necessary to give effect to this Agreement.
20. DATA PROTECTION
Each party shall comply with applicable data protection laws and ensure appropriate protection of any personal data processed under the Agreement.
21. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
22. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands.
By signing the Business Terms of the Agreement, the parties agree to these Terms and Conditions.