of Software-as-a-Service ("T&Cs")
These T&Cs are entered into on the Effective Date by and between Fresh Projects Cloud Ltd (registration number 10011315), with its primary office located at 1a Colinette Road, London SW156QG, England (“Fresh Projects”) and the Client set forth on the Proposal (“Client”). Client and Fresh Projects are referred to as “Parties” and each individually as “Party”.
BY ACCEPTING THESE T&Cs, BY (1) CLICKING A BOX ONLINE INDICATING ACCEPTANCE, (2) EXECUTING A PROPOSAL THAT REFERENCES THESE T&Cs, OR (3) USING ANY FREE OR FEE-BASED SERVICE, CLIENT AGREES TO THE TERMS OF THESE T&Cs AND, AS APPLICABLE, THE APPLICABLE PROPOSAL. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS HE/SHE/THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CLIENT” SHALL REFER TO SUCH ENTITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES (IN WHOLE OR PART). READ THESE T&CS, THE DPA, AND THE PROPOSAL (COLLECTIVELY, THE “AGREEMENT”) CAREFULLY.
Fresh Projects has developed certain project management software-as-a-service Services for architects and engineers; and
Client desires to use one or more Service(s) and to enter into the related Service subscriptions as set forth in the Proposal.
1. Definitions, as used in the Agreement:
1.1 “Add-Ons” means any additional product, service or right operating as an addition to or extension of the base Services.
1.2 “Authorised User” means an individual employee or consultant of Client who is authorised by Client to use the Service(s) on behalf of Client. Client shall ensure Authorised Users comply with these T&Cs.
1.3 “Confidential Information” means (a) the Services and any trade secrets or non-public information related to the foregoing and (b) all other information which is disclosed by Fresh Projects or Client (hereinafter referred to as the “Disclosing Party”) to the other Party (hereinafter referred to as the “Receiving Party”) orally, electronically, visually, or in a document or other tangible form or medium, which is either identified as or should be reasonably understood to be confidential and/or proprietary.
1.4 “Client Data” means data, files, Authorised User information, hypertext markup language files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that Client creates, installs, uploads to or transfers in or through the Services or provides in the course of using the Services.
1.5 “Effective Date” – means the effective date of the first Proposal (whether this be registration for any (to the extent applicable) Free Service Version or the acceptance of a fee-based Proposal). These T&Cs govern such initial Proposal and any future purchases by Client which reference these T&Cs.
1.6 “Data Processing Agreement” or “DPA” - means the data processing agreement incorporated into these T&Cs.
1.7 “Derivatives” - means (a) for copyrighted or copyrightable material, any abridgement, revision, translation, enhancement, improvement, modification, expansion, compilation or other form in which an existing work may be recast, transformed or adapted, (b) for patented or patentable material, any improvement thereof, or (c) for trade secrets, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent or trade secret.
1.8 “Feedback” means any and all information (in oral, written, electronic or any other form) communicated voluntarily by Client, directly or indirectly, to Fresh Projects, under these T&Cs or otherwise pertaining to Services, services, or Confidential Information, including, without limitation, performance data, error data, reports, comments, requests, and suggestions.
1.9 “Fees” means the fees, as applicable, set forth in the Proposal and subject to change from time-to-time pursuant to the terms of this Agreement. To the extent Client desires to purchase any consulting services from Fresh Projects, such consulting services shall be subject to a separate agreement (specifying fees and deliverable(s)), in writing, by and between the Parties.
1.10 “Free Service Version” means (if applicable) any Service which is offered, in writing, by Fresh Projects and used by Client on a free-of-charge basis.
1.11 “Intellectual Property Rights” or “IPR” means any and all now or hereafter known tangible and intangible: (a) right associated with works of authorship throughout the world, including but not limited to, copyrights, moral rights, and mask works; (b) trademarks and trade name rights and similar rights, throughout the world; (c) trade secret and know-how rights throughout the world; (d) patents, designs, algorithms, and other intellectual and/or industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license or otherwise; (e) all registrations, initial applications, renewals, extension, continuations, divisions or re-issues thereof now or hereafter in force; and (f) Derivatives.
1.12 “Proposal” means any Fresh Projects Proposal Form, online registration or Proposal confirmation referencing these T&Cs. Any Proposal accepted online for fee-based Services and/or regarding any registration for a Free Service Version) at https://www.gofreshprojects.com/ (or any affiliated site) shall be subject to any Client and/or Service restrictions set forth on such website with respect to such Proposal.
1.13 “Services” mean Fresh Projects SaaS offerings as set forth in the Proposal. To the extent Fresh Projects offers (and Client purchases) any Add-Ons, Add-Ons shall be included within the meaning of Services.
1.14 “Service Upgrade” or “Upgrade” means new Proposals or upgrades of the Services and/or new fee-based features or expanded usage levels.
1.15 “T&Cs” means these SaaS Terms and Conditions between Client and Fresh Projects. These T&Cs are subject to change from time to time and any updated version shall take effect upon any subsequent purchase and/or upon 30 calendar days’ notice (e.g., directly to Client or indirectly via the Fresh Projects website, documents thereon or any Fresh Projects digital interface portal) of any such change.
2. Access
2.1 A high-speed Internet connection is required for proper use of the Services. Client is responsible for procuring and maintaining the network connections that connect its network to the Services, including, but not limited to, updated latest or second latest versions of the applicable “web browsers”, such as, for example, Microsoft Edge, Google Chrome, or Firefox and to follow procedures for accessing services that support the access to the Services. Fresh Projects is not responsible for notifying Client of any upgrades, fixes, or enhancements to any such software or for any compromise of data, including Client Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated, or controlled by Fresh Projects. Fresh Projects assumes no responsibility for the reliability or performance of any connections as described in this section.
2.2 Services shall be generally accessible to Client within 5 business days following Fresh Projects’ receipt of the full, initial payment of Fees with respect to the applicable Services.
3. Grants
3.1 Subject to the terms and conditions of the Agreement and any applicable fees, Fresh Projects hereby grants Client, during the term of the Agreement, a non-exclusive, non-transferable, time-limited, right to access the Services for the sole purpose of using the Services and for the storage of Client information therein. Services may only be used by Client, or any authorised third parties, for such purposes as permitted by Fresh Projects in writing. To use Services, Client must create valid user account(s) for Authorised Users and keep all information current, accurate, and true.
3.2 For the avoidance of doubt, it is expressly agreed the Client’s right to use Services shall include an obligation for Client and Authorised Users to comply with all instructions and guidelines generally issued by Fresh Projects during the term of the Agreement.
3.3 As a condition of Client’s use of the Services, Client and Authorised Users will not use the Services for any purpose that is unlawful, prohibited by or not expressly permitted under these T&Cs. Client and Authorised Users may not use Services in any manner that in Fresh Projects’ sole discretion could damage, disable, overburden, impair or interfere with any other Client’s or any other authorised party’s use of the Services. Client and Authorised Users may not intentionally interfere with or damage the operation of the Services or any user’s enjoyment of the Services, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. Client and Authorised Users may not remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services. Client and Authorised Users may not attempt to gain unauthorised access to the Service, or any part of it, other accounts, computer systems or networks connected to the Services, or any part of it, through hacking, reverse engineering, password mining or any other means or interfere or attempt to interfere with the proper working of the Services or any activities conducted in relation to the Services. Client and Authorised Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Client and Authorised Users agree neither to modify the Services in any manner or form, nor to use modified versions of the Services, including (without limitation) for the purpose of obtaining unauthorised access to the Services.
3.4 Except as permitted by this Agreement, Client and Authorised Users shall not:
a) copy Services for any purpose nor arrange or create Derivatives based on the Services (in whole or in part) without Fresh Projects’ express prior written consent in each case;
b) modify or in any other way change or alter the Services, nor allow anyone else to do so; or
c) take any action imposing an unreasonable or disproportionately large load on the Services; use the Services, to bypass any login architecture or create or provide any other means through which the Services may be accessed, and/or the Services may be used by others.
3.5 In the event the Uniform Computer Information Transactions Act, any version thereof, a substantially similar law or any other statutes implied for Internet transactions (collectively “UCITA”) is enacted as part of the law of any applicable state of the United States or any applicable country or any applicable region within any country, such statute shall not govern any aspect of these T&Cs, any rights or licenses granted hereunder, nor any of the Parties’ rights and/or obligations arising pursuant to these T&Cs. This Agreement and the Parties’ rights and obligations arising hereunder shall be governed according to this Agreement solely on its express terms.
4. Data Storage and Transmission; Consulting Services
4.1 Client grants Fresh Projects all rights and permissions necessary and provides Fresh Projects access to Client Data and Authorised Users accounts for Fresh Projects to provide the Services, support, and any consulting services in connection therewith. These permissions also extend to trusted third parties Fresh Projects collaborates with to provide the Services, support, and any consulting services- for example (without intending to be exhaustive), third parties providing cloud hosting services.
4.2 Fresh Projects shall use commercially reasonable efforts to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Client Data. Fresh Projects shall not: (a) modify Client Data with the exceptions of providing the service and as otherwise stated in these T&Cs; (b) disclose Client Data except as compelled by law, these T&Cs or as expressly authorised in writing by Client; or (c) access Client Data except to provide the Services, any services, and to prevent or address service or technical problems, or at Client’s request in connection with Client support matters.
4.3 Client is responsible for all data it stores in the Services and the cloud and shall indemnify and hold Fresh Projects harmless against any third-party claims against Fresh Projects in connection with Client Data.
4.4 Client understands and agrees neither Fresh Projects nor any Fresh Projects hosting supplier has control over the content of the data processed and that Fresh Projects (or the hosting supplier, as applicable) provides the Services and any related services on Client’s behalf. Any and all hosting facilitated by Fresh Projects is handled by Fresh Projects’ then current hosting service provider(s) and shall be subject to such service provider(s) terms and conditions. Fresh Projects makes no warranty as to such third-party service providers service level.
4.5 Services may be subject to limitations, such as, for example, limits on storage space, on the number of calls Client and Authorised Users are permitted to make against Fresh Projects’ application programming interface, or other usage limits. Fresh Projects will notify Client of such limits.
4.6 Client shall, at its own expense, assist Fresh Projects as reasonably necessary for Fresh Projects to provide the Services, support, and any consulting services. Should Client breach this obligation causing delays or additional work (including, but not limited to, failure to make timely decisions, participate in meetings, and/or otherwise carry out responsibilities), Fresh Projects shall not bear any liability and shall be permitted to (as applicable) reasonable compensation for such additional work.
5. Fees and Payment
5.1 Client shall pay Fees in the amounts and timetables as set forth in the Proposal[gb1] , subject to change from time-to-time by Fresh Projects. Payment shall be made by Credit Card or (if permitted under the Proposal) against Fresh Projects’ invoice. Fees are non-refundable once taking effect. To the extent Client uses a credit card, paypal or any other online payment solution, Fresh Projects may securely share Client’s credit card information with third parties as necessary for payment processing. Moreover, to the extent any recurring or additional Fees shall apply in connection with any Client subscription or purchase, such subsequent payments of Fees can be applied to the same payment method used for the immediately preceding applied charges—unless Client has informed Fresh Projects otherwise in writing (i.e., an alternative payment method).
5.2 Unless stated otherwise in the Proposal, no refunds or credits for Services Fees or other Fees or payments will be provided to Client if Client elects to downgrade the services ordered during the respective subscription term. Downgrading the services may cause loss of content, features, or capacity of the Services and any services as available to Client under Client’s account, and Fresh Projects shall not be liable for any such loss.
5.3 Client shall fully and timely pay all Fees for the Services, Upgrades, and related services ordered. Client is responsible for providing Fresh Projects with valid payment and credit card information and/or invoice address and related information to secure payment. Fresh Projects reserves the right to cancel any Proposal if the payment, invoice, or credit card information provided is invalid.
5.4 If Client fails to timely pay any Fee on the date due for payment, Fresh Projects may suspend the services or terminate the Agreement (in whole or in part) immediately without further notice. Upon termination, the rights granted by Fresh Projects to Client pursuant to Section 3 hereof shall automatically expire. In addition to any other remedies available under this Agreement or pursuant to applicable law, Fresh Projects shall in the event of Client’s delay with any payment hereunder, be entitled to:
a) immediately suspend performance of all Services and services under this Agreement or otherwise in relation to Client until full payment has been received; and
b) receive all costs of collection, attorneys’ fees, arbitration fees, and penalty interest on all unpaid amounts, calculated at 1% per commenced month of delinquency.
5.5 The amounts payable to Fresh Projects pursuant to the Agreement are exclusive of any taxes (including, without limitation, value added taxes and withholding taxes), duties or governmental charges. Client’s payment of Fees shall be made free and clear without deduction for any and all present and future taxes, duties or governmental charges imposed by any taxing authority, and/or any other setoffs.
5.6 Client shall pay all applicable banking and transactional fees, etc. that may be associated with the payment of Fees to Fresh Projects.
6.1 Neither Party shall disclose Confidential Information to any third Party. Each Party shall further safeguard Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance but in no event with less than reasonable care. Except for the lawful exercise of its rights under these T&Cs, neither Party shall use, make, or have made any copies of Confidential Information, in whole or in part, without the prior written authorisation of the other Party. Each Party shall only disclose Confidential Information to its employees and consultants (“Representatives”) having a need to know for the purposes of this Agreement. Each Party shall notify and inform its Representatives of its/her/his/their limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and shall obtain or have obtained its written agreement to comply with such limitations, duties, and obligations. Each Party shall be liable for any breach of the terms of these T&Cs by any of its Representatives.
6.2 The obligations set forth in Section 6.1 above shall not apply with respect to information that:
a) is or becomes lawfully known by the Receiving Party without an obligation to maintain its confidentiality (as evidenced by Receiving Party’s written records);
b) is or becomes generally known to the public through no act or omission of Receiving Party;
c) is independently developed by the Receiving Party without use of the Confidential Information (as evidenced by Receiving Party’s written records); or
d) is required to be disclosed by law, order or regulation or governmental agency or court of competent jurisdiction.
6.3 In the event Receiving Party is required to disclose Confidential Information pursuant to law, order or regulation or governmental agency or court of competent jurisdiction, such Party shall notify Disclosing Party of the required disclosure with sufficient time to seek relief, cooperate with Disclosing Party in taking appropriate protective measures, and shall make disclosure to maximize protection of the Confidential Information from further disclosure.
6.4 The obligations set forth in this Section 6 shall continue for as long as the Confidential Information is of value to disclosing party and until one of the exclusions in Section 6.2 applies thereto.
6.5 Client agrees Fresh Projects and its suppliers shall have the right to access Client Data and to use, modify, reproduce, distribute, display, and disclose Client Data solely to the extent necessary to provide the Services and related consulting services, including, without limitation, in response to support requests and/or the provision of consulting services. Any third-party service providers will only be given access to Client’s account and Client Data as is reasonably necessary to provide the Services (and any consulting services) and will be subject to confidentiality obligations.
6.6 Fresh Projects may also access or disclose information about Client, Client’s account, and Client Data, to: (a) comply with the law or respond to lawful requests or legal process(es); (b) protect Fresh Projects’ or its clients’, partners’, or suppliers’ rights or property, including enforcement of the T&Cs or other policies associated with the Services; (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
6.7 Fresh Projects may collect certain information about Client as well as Client’s mobile devices, computers, and use of the Services. Fresh Projects uses, discloses, and protects this information (to the extent personal data) as described in the DPA.
6.8 Upon execution of the T&Cs, Fresh Projects shall have the right to publicly reference, in Fresh Projects’ marketing materials—whether offline or online—Client as a Fresh Projects Client, and Fresh Projects shall be permitted to use any relevant Client trademark and/or logo in connection with such marketing usage. Fresh Projects shall have the right to use information and material in a case study for in-house use and, upon Client’s approval, publication by Fresh Projects on its websites and in marketing material.
7. Intellectual Property Rights
7.1 Except for the usage rights expressly granted to Client pursuant to Section 3.1 above, Fresh Projects retains all right, title, and interest in and to the Services, consulting services, and any Feedback provided by Client to Fresh Projects. Fresh Projects shall be free to use and/or commercialise any Feedback without having to make any accounting or payment to Client, any Authorised User, and/or any Client Representative. Should Client retain Fresh Projects for the provision of any consulting services, the Parties agree all IPR emanating therefrom shall vest in Fresh Projects; however, Client shall have a right to use such consulting services deliverables on the same terms as Client has the right to use the Services pursuant to this Agreement and during the term of this Agreement. Client assigns to Fresh Projects all IPR as necessary to give full effect to this Section 7.1.
7.2 As between Client and Fresh Projects, Client owns all right, title, and interest in and to Client Data; Fresh Projects is only a custodian of such data when it is stored in the Client’s account(s).
8.1 Client and Authorised Users shall retain, reproduce, and apply any copyright notices and/or other proprietary rights notices included on or embedded in the Services and services.
9. Fresh Projects’ Indemnification responsibility
9.1 Fresh Projects will defend, indemnify, and hold harmless Client from and against any actions, claims, costs, demands, liability, and expenses, including reasonable attorneys’ fees, arising out of Fresh Projects’ breach of warranty set forth in Section 11.1 herein.
10. Client’s Indemnification Liability
10.1 Client shall defend, indemnify, and hold harmless Fresh Projects and its affiliates, from and against any actions, claims, costs, demands, liability, and expenses, including reasonable attorneys’ fees, arising out of Client Data or Client’s use of the Services and/or any services in any manner not expressly permitted under this Agreement.
11. Warranties and Limitation of Liability
11.1 Fresh Projects warrants that, to the best of its knowledge, the Services, solely in their unmodified form, do not infringe any third party’s copyright(s), trade secret(s) or any patent(s) granted as of the Effective Date. Fresh Projects’ indemnification obligation relating hereto (as set forth in Section 9.1 herein) expressly excludes any claims arising from Client’s improper use of the Service(s); in the event the Service(s) have been modified or altered in any manner; or if the claim results from the combination of any Service with any third-party software, SaaS, or hardware. Further, Fresh Projects shall have no obligation to indemnify Client if Client had not, at the time the claim against the Client arose, been current in paying any and all Fees, to Fresh Projects, under this Agreement.
11.2 IN NO EVENT, EXCEPTING ANY ACTION BASED UPON WILLFUL MISCONDUCT, EXPLICITLY UNDERTAKEN INDEMNIFICATION OBLIGATIONS, CLIENT FAILURE TO TIMELY PAY, ONE PARTY’S INFRINGEMENT OF THE OTHER PARTY’S IPR OR BREACH OF CONFIDENTIALITY, SHALL EITHER PARTY HERETO BE ENTITLED TO, REGARDLESS OF WHETHER A CLAIM OR ACTION IS BASED UPON STRICT LIABILITY; NEGLIGENCE; INDEMNIFICATION; BREACH OF CONTRACT, WARRANTY, SERVICES, DPA, UPGRADES, OF ANY KIND, INDEMNIFICATION OR ANY OTHER THEORY OF LIABILITY IN CONNECTION WITH THESE T&CS (INCLUDING THE APPENDICES AND ANY PROPOSAL(S)), ANY:
a) PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR FOR LOST DATA, WHETHER OR NOT THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, NOR
b) AN AGGREGATE AMOUNT OF DAMAGES EXCEEDING THE LESSER OF GBP FIVE THOUSAND (5,000) OR THE AMOUNT ACTUALLY PAID BY CLIENT TO FRESH PROJECTS DURING THE 1 YEAR PERIOD IMMEDIATELY PRECEDING THE CLAIM IN QUESTION. ANY PAYMENTS DUE AND OWING BY CLIENT TO FRESH PROJECTS (INCLUDING ANY ATTORNEYS’ FEES AND/OR COLLECTION COSTS RELATED THERETO) SHALL NOT BE DEEMED “DAMAGES” UNDER THIS SECTION. THIS LIMITATION OF LIABILITY CAP IS AGGREGATED AND NOT PER INCIDENT.
11.3 UNLESS STATED EXPRESSLY OTHERWISE IN THIS SECTION 11, THE SERVICES AND ANY SERVICES RELATED THERETO ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FRESH PROJECTS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. FREE SERVICE VERSIONS ARE PROVIDED ON AN “AS IS” BASIS ONLY AND NO WARRANTIES OF ANY KIND SHALL APPLY THERETO WHETHER EXPRESS OR IMPLIED THUS EXCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
11.4 THE LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS IN THIS SECTION 11 ARE MATERIAL, BARGAINED FOR BASES OF THE AGREEMENT, AND HAVE BEEN RELIED UPON IN DETERMINING THE CONSIDERATION (IF ANY) TO BE PAID UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
11.5 Should Client desire to obtain a higher level of liability coverage and/or any type of extended warranty, support or service level, Client shall contact Fresh Projects with a specific request in writing, and Fresh Projects shall reply with a quote for such additional Fresh Projects undertakings.
11.6 Client understands and agrees Fresh Projects has no responsibility or liability for the deletion or failure to store any content and/or for other communications maintained or transmitted through the Services or any services related thereto. Client further acknowledges Client is solely responsible for properly configuring all services contemplated herein, for taking steps to maintain appropriate security, and for backing up content and Client Data.
12. Term and Termination
12.1 Unless stated otherwise in the Proposal, the Agreement shall commence on the Effective Date and (i) run for 1 year from the date thereof and (ii) automatically renew for periods of 1 year at a time. With the foregoing said, either Party may terminate this Agreement during the initial term or at any time thereafter by giving thirty (30) calendar days’ written notice, subject to any lengthier termination requirements of any existing Proposal subscriptions (as additional subscriptions may be entered into after the Effective Date of the Agreement. To clarify, if any termination notice is provided mid-month, the thirty (30) calendar days’ notice shall commence from the conclusion of such month. If any binding Service subscription term(s) exceed the Agreement term, the Agreement (with respect to such binding subscriptions) shall be extended until the conclusion of the outstanding Service subscription terms. In the event of a material breach (including, without limitation, delinquent payment) of this Agreement by either party not remedied (to the extent capable of remedy) within 30 calendar days from the other party's written notice thereof or in the event either party should become bankrupt or insolvent, the other party shall have the right to terminate these T&Cs with immediate effect. Any notice of termination must be sent by Client to Fresh Projects at accounts@gofreshprojects.com or mailed in hardcopy to 1a Colinette Road, London SW156QG, England or otherwise effected online as indicated on Fresh Projects website.
12.2 After termination of the T&Cs by either party pursuant to Section 12.1 above, Client’s rights with respect to Services shall cease and Client shall promptly, completely, and irrevocably purge and otherwise destroy any and all copies of the same.
12.3 The foregoing rights of termination are in addition to all other rights and remedies provided in these T&Cs or at law, subject to the express limitations of liability set forth in Section 11 hereof.
13. Consequences upon Termination
13.1 The provisions of Sections 1, 5-7, 10, 11, 12.2, 12.3, and 13-16 shall survive any termination of these T&Cs as well as any other term or condition which by its nature is clearly intended to survive termination of these T&Cs. Such survival period shall be as long as necessary to given reasonable legal effect to the respective surviving clause in question.
14. Notices
14.1 Under these T&Cs, Client consents to communicate with Fresh Projects electronically. Fresh Projects will communicate by email or by posting notices within the Services, services related thereto, and/or on the Fresh Projects website. Client agrees all agreements, notices, disclosures, and other communications provide by Fresh Projects electronically shall satisfy any legal requirement that such communications be in writing.
15. Assignment
15.1 Client may not assign or otherwise transfer any of its rights or obligations under these T&Cs, without the prior written consent of Fresh Projects.
15.2 Fresh Projects may assign or otherwise transfer any of its rights or obligations under these T&Cs to a third party, without the prior written consent of Client, provided the assignee agrees all assigned obligations under these T&Cs shall be fully binding upon such assignee.
16. General Provisions
16.1 Governing Law. These T&Cs are governed by the substantive laws of England and Wales, giving no effect to any conflict-of-law provisions. ANY DISPUTE SHALL BE FINALLY AND EXCLUSIVELY SETTLED BY EXPEDITED ARBITRATION IN LONDON, ENGLAND IN ACCORDANCE WITH THE ARBITRATION RULES OF THE LONDON COURT OF INTERNATIONAL ARBITRATION. CLIENT WAIVES ANY RIGHT TO A JURY TRIAL. The losing Party shall pay the prevailing Party’s reasonable arbitration costs and attorneys’ fees. Each Party agrees any judgement or arbitration award shall be enforceable against it in any jurisdiction as necessary to reasonably enforce such judgement or award. The United Nations Convention on the International Sale of Goods is expressly excluded from these T&Cs.
16.2 Amendment, Waiver, Entire Agreement. No amendment to these T&Cs nor any waiver shall be valid unless based on a written and signed undertaking. Any waiver of any term or condition of these T&Cs shall not constitute a continuing waiver. These T&Cs contain the entire agreement between the Parties on the subject matter of these T&Cs, and supersedes all memoranda, representations, undertakings, and agreements, whether oral or written, previously made between the Parties with respect to the subject matter of these T&Cs. In the event any provision of these T&Cs is deemed by a court or tribunal of competent jurisdiction to be unenforceable, such provision(s) shall be limited or eliminated to the minimum extent necessary for these T&Cs to otherwise remain in full force and effect. In the event of inconsistency between the Proposal, the T&Cs, and/or any appendix, the documents shall prevail in the following Proposal: i) main T&Cs, ii) DPA, iii) the Proposal, and iv) any other Fresh Projects legal documents in its/their sequential order. To clarify, if a longer Agreement or subscription term is set forth in the Proposal than any term set forth in these T&Cs, the term set forth in the Proposal shall prevail. The T&Cs may be digitally entered into, copied, and stored—and if introduced as evidence in any judicial, arbitration, mediation or administrative proceedings, will be admissible to the same extent and under the same conditions as other business records originated and maintained in documentary form and neither Party will object on the basis that such business records were not originated or maintained in documentary form under any rule of evidence.
16.3 Relationship between the Parties. No relationship of principal to agent, employer to employee, partnership, or joint venture is established between the Parties. Neither Party shall bind the other Party or incur any obligation on its behalf.
16.4 Export. In addition to the terms of these T&Cs, Client may not use or otherwise export or re-export the Services in any manner violative of the laws of the United States, the laws of the jurisdiction in which the Service(s) was/were obtained as well as the laws of any other country which are applicable to this Agreement.