The following is a statement of the terms of business under which the Membership and the provision of Features referred to in this document will be conducted. For ease of expression, this document is referred to as “the Agreement”, the recipient of the Membership is referred to as “the Client” and the services and deliverables detailed in this document to be provided to the Client are referred to as “the Membership Features”.
1.1 Your Gx Ltd (Gx) and the Client acknowledge that the success of the Membership of the Emerging Payments Association is the joint responsibility of both parties.
1.2 Gx and the Client recognise they must both use reasonable endeavours to fulfil the expected commitments outlined in this Agreement.
2.1 The Membership and included Features provided by Gx will come into effect when this document has been completed in full and returned to Gx and will run until the end of the agreed period.
2.2 The Client agrees to pay an invoice for the amount agreed in this document within 14 days of the date of issue of the invoice unless otherwise stated in the Agreement. If the invoice is not paid in full within 14 days of the date of issue, Gx will suspend all services to the client until the invoice has been paid in full. Gx will not issue a refund or extend the Membership period to cover for any time that has been lost due to late payment of the invoice.
2.3 The Client shall pay for all taxes incurred in connection with the Membership and its Features including value-added, sales, use, excise, services, consumption, withholding and other taxes and duties assessed on the provision of services and deliverables by Gx to the Client in relation to the Membership and its Features and on any goods or services used or consumed by either party in connection with the Membership and its Features.
2.4 In the event that any payments received by Gx in connection with the Membership and its Features are subjected to or reduced by any taxes required to be withheld by the Client, the payments shall be grossed up so as to result in Gx’s receipt of an amount equal to that which would have been received by Gx but for the said taxes.
2.5 The Client agrees to indemnify and hold Gx harmless from any deficiency (including penalties and interest) relating to taxes which are the responsibility of the Client under this Agreement and reimburse Gx for all accounting and legal fees and expenses incurred in connection with an assessment of such a deficiency.
3.1 The Membership period is for the period confirmed within this Client Agreement and the Client will be entitled to all Gx benefits during this period as stipulated in the agreement (unless the invoice for the Membership remains unpaid as detailed in 2.2)
3.2 Gx requires payment to be made in advance of the renewal date to ensure continuity. Gx will send a renewal notification with any annual fee increases clearly indicated approximately 60 days before the renewal date. An invoice to allow such payment will be issued 30 days prior to the renewal date unless a cancellation of the Client’s Service Package has been received by this date.
4.1 This Agreement, including its attachments, is the confidential property of Gx. The Client agrees that no part of it shall be disclosed to any third party without the prior written consent of Gx or used for purposes other than the Service Package.
4.2 The Client and Gx each agree to keep confidential and not to disclose to any third party any information (excluding information which is or becomes public knowledge other than as a result of the default of the recipient) relating to the business or trade secrets of the other (“Confidential Information”), or to make use of any such Confidential Information for any purpose other than in connection with the Membership and its Features or as required by law.
5.1 The Client agrees to give Gx a reasonable opportunity to remedy any failure or shortcoming in the provision by Gx of the services or deliverables comprised in the Membership to the Client. Gx undertakes, at its expense, to use all reasonable efforts to implement such remedy as soon as reasonably practicable after any such failure or shortcoming is identified and reported to it by the Client in writing.
5.2 In respect of any liability which is not within the scope of paragraph 5.3, Gx’s total liability under or in connection with the Service Package (whether in contract, tort (including negligence) or otherwise) shall not exceed in aggregate the total fees received by Gx in respect of the Membership.
5.3 Gx will not be liable (whether in contract, tort (including negligence) or otherwise) for any loss of production, loss of or corruption to software or data, loss of profits or of contracts, loss of business or of revenues, loss of operation time, loss of goodwill or reputation, whether caused directly or indirectly, or for any indirect, incidental, punitive or consequential loss, damage, cost or expense whatsoever.
5.4 Gx will not be liable for any loss, damage, cost or expense whatsoever and howsoever caused arising from any fraudulent or unauthorised act or statement, misrepresentation or default on the part of the Client, its directors, employees, agents and other contractors.
5.5 The express obligations and warranties made by Gx in this Agreement are in place of and to the exclusion (to the fullest extent permitted by law) of any other warranty, condition, term or undertaking of any kind, express or implied, statutory or otherwise, including (without limitation) as to the condition, performance, fitness for purpose or satisfactory quality of the Membership or any part thereof.
5.6 Any action by either party against the other relating to or arising out of the Membership must be brought within 3 months after the aggrieved party became aware of (or should reasonably have become aware of) the cause of action, failing which the alleged wrongdoer will be discharged of any liability with respect to such claim. The allocations of liability in these Business Terms represent the agreed and
negotiated understanding of the parties and Gx’s charges for services reflect such allocations. This paragraph 5 survives the termination of the Service Package for any reason.
6.1 The copyright and all other proprietary rights existing now or in the future in all computer programs, documentation and other materials as well as in any idea, method, invention, discovery, design, concept or other work (“the Works”) arising from Gx’s performance of the Membership (whether conceived or developed individually or jointly with the Client and others) shall belong to and be the absolute property of Gx. At the request and expense of Gx, the Client will do all such things and sign all documents reasonably necessary to enable Gx to
obtain all such rights in the Works.
6.2 Subject to the payment of all fees and expenses due to Gx for the period, Gx will grant to the Client, including its parent and subsidiaries, a non-transferable, non-exclusive licence for a period of 25 years to use and reproduce for its own internal use and for the promotion of these services any deliverable provided under the Membership.
6.3 The Client acknowledges that in the course of its performance of the Membership Gx may use products, materials or methodologies proprietary to Gx or a third party or Gx may produce proprietary materials or methodologies that are not part of the deliverables. The Client agrees that it will not have nor obtain rights in such proprietary products, materials and methodologies except pursuant to a separate written agreement on terms to be agreed and the Client agrees to maintain the confidentiality of such items.
The Client agrees to provide Gx promptly with accurate and complete information concerning its activities, decisions and approvals relevant to the Membership. If any of Gx’s personnel work on the Client’s premises, the Client will provide such personnel with suitable office accommodation and services, and full and free access to any required computing facilities. The Client is responsible for the provision of suitable environmental conditions, including electrical supplies, at its premises. The Client will ensure that all computing and ancillary facilities provided to Gx’s personnel for use in connection with the Membership and the working environment at the Client’s premises will comply with all applicable health and safety regulations.
Neither Gx nor the Client will be liable for any delay in performing or failure to perform their obligations if such failure or delay is as a result of causes outside the reasonable control of the responsible party.
Nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, and description or otherwise) or any right to enforce a term this Agreement.
This Agreement constitutes the entire agreement between the Client and Gx relating to the Membership and supersedes all previous communications, representations and arrangements, written or oral, except in respect of any fraudulent misrepresentation made by either party. The Client acknowledges that no reliance is placed on any representation made but not embodied in this Agreement. The printed terms of any purchase order and other communications issued by the Client in connection with the Membership will not apply unless
accepted in writing by Gx. No variation will be effective unless in writing and signed by authorised representatives of both parties. In the event of any conflict between the terms of this Agreement and any other document, the terms of this Agreement shall prevail.
This Agreement will be governed by and construed in accordance with the laws of England and will be subject to the non-exclusive jurisdiction of the Courts of England.