TERMS & CONDITIONS
TERMS AND CONDITIONS
1. These terms and conditions(T&C) shall apply to all contracts concluded between Second Sector Ltd. a company incorporated and registered in the Republic of Belize (the Company) and the Client.
2. The Company reserves the right to change these T&Cat any time without notice and the Client’s continued use of marketing services offered by the Company constitutes the Client’s consent to such changes.
1. The Client’s order constitutes an offer to purchase the marketing services of the Company in accordance with these T&C.
2. The Client’s order is considered accepted when the Company issues the acceptance of the order, or when the Company will start to provide the marketing services after the receipt of the order, whichever happens first, at which point the contract shall come into existence(the Contract).
3. The Client acknowledges that cannot rely on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
THE COMPANY’S OBLIGATIONS AND WARRANTIES
1. The Company provides certain tools, methods and resources to the Client that are intended to help the Client grow and build its business. The Client is fully and exclusively responsible for its own business performance.
2. The Company will not be responsible for work that is beyond the scope of marketing services set forth in the Contract.
3. The Company is not liable for any delay in delivery of the marketing services caused by a force majeure event or by the lack of the Client’s necessary instructions.
4. The Company has the right to make any changes to the marketing services which are necessary to comply with any applicable law.
5. The Company is entitled to use other subcontractors for the provision of the marketing services to the Client.
THE CLIENT’S OBLIGATIONS AND WARRANTIES
1. The Client is obligated to provide assistance and technical information to the Company in sufficient time to facilitate the execution of the Contract. The Client is solely responsible for ensuring the accuracy of all information provided to the Company.
2. The Client is obliged as quickly as possible and within the agreed deadline to comment and/or approve materials provided under the marketing services. In addition, the Client is obliged as quickly as possible and within the agreed deadline to implement changes, especially on its Websites and in IT systems.
3. The Client is obliged to inform the Company immediately about changes in domain names, on Websites, in technical setup and any other material information regarding the technical infrastructure which may affect the marketing services delivered by the Company.
4. The Client is obligated to cover, at the Company’s request, all obligations of the Company and losses, damages, costs or other expenses incurred by the Company in relation to the provision of marketing services to the Client and to the enforcement of the Company’s rights under the Contract, regardless of their cause.
5. The Client is obligated to defend, indemnify and hold harmless the Company against any liabilities, claims, demands, actions, damages, losses, costs or other expenses, including but not limited to reasonable attorney’s fees, arising out or relating to the Client’s use of the Company’s services, violation of provisions of the Contract or law and violation of any rights of the third parties.
PAYMENT FOR SERVICES
1. The remuneration of the Company for marketing services shall be individually agreed with the Client.
2. The Company shall invoice the Client monthly, either in advance or following the marketing services delivered.
3. Before provision of the marketing services,the Client is usually asked to provide a non-refundable fees deposit. It is kept securely and will be offset against the Client’s last invoice(s) when the work detailed in the Contract will be completed. Also, if the Client does not pay a monthly invoice when it is due, the Company may use the deposit to pay the invoice and will not do any further work until the deposit will be replaced.
4. The Client is obligated to pay each invoice submitted by the Company within 14 days of the date of the invoice by wire transfer.
5. The Company expressly reserves all rights to bring any legal action appropriate to recover any unpaid sums at all times.
6. Late payment is considered as a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract.
7. If the Client requires to complete the work within a shorter time frame than specified in the Contract, the Company reserves the right to charge additional remuneration to prioritize such project ahead of pre-planned work.
1. Complaints concerning delays or breach of the Contract should be submitted immediately by the Client. If the Client fails to bring the defect to the attention of the Company within 48 hours, the marketing services provided by the Company are considered as accepted by the Client.
2. The Client hereby acknowledges that certain marketing services can be provided by third parties (the Third Parties’ Services). The Client acknowledges that the Third Parties’ Services are governed by the third parties’ terms and conditions and the Company cannot provide any warranties in respect of the Third Parties’ Services and the Company is not liable for any delays and/or failings of the third parties.
INTELLECTUAL PROPERTY RIGHTS
1. The Client is solely responsible for ensuring that has the right to use any intellectual property rights to any text, image or representation (the Materials) provided to the Company for incorporation into the marketing services. The Client hereby grants an irrevocable license to the Company to use such Materials for the purposes of providing the marketing services for the duration of the Contract.
2. Unless expressly stated otherwise in these T&C, the intellectual property rights created, developed, subsisting or used in connection with the marketing services are the property of the Company or the relevant third party.
3. The intellectual property rights cannot be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.
TERM AND TERMINATION
1. The Contract is concluded for an indefinite period of time.
2. The Contract may be terminated at any time, effective at the end of the calendar month, by mutual agreement between the Company and the Client.
3. The Company and the Client have the right to terminate theContract at one month’s notice, effective at the end of the calendar month.
4. The Company and the Client have the right to terminate immediately the Contract if the other Party breaches the provisions of the Contract or if the other Party becomes the subject of a voluntary or involuntary proceeding concerning bankruptcy or liquidation.
5. The termination of the Contract is without prejudice to any rights and obligations of the Company and the Client outstanding at the day of expiry of the Contract and to the provisions of the Contract which remain in force or enter into force after the termination.
6. The Client is not permitted to assign or transfer all or any part of its rights or obligations under the Contract without the prior written consent of the Company.
7. The Company is entitled to assign or subcontract any of its rights or obligations under the Contractand the Client acknowledges that certain elements of the marketing services will be provided by third parties.
LIMITATIONS OF LIABILITY
1. The Company is responsible only for damages, losses, liabilities, claims and costs resulting from intentional acts and omissions of the Company. The Client may bring a claim against the Company within 2 (two) months from the date of the action or omission giving rise to the claim, after this deadline the claim expires.
2. The Company makes no warranties, express or implied, regarding to the provided services.
3. The Company and the Company’s directors, shareholders, employees, agents and other third parties acting on the Company’s behalf are not responsible for any of the Client’s obligations, losses, damages, costs and for other expenses caused to the Client during the provision of services and taking actions under the Contract.
4. The Company does not bear any responsibility of actions, omissions and negligence of third parties, regardless of whether third party is associated with the Company or not.
1. The Client is obligated to keep confidential and not disclose, except for the benefit of the Company, at any time during the term of the Contract or subsequent all material information concerning the Company.
2. The Client is obligated to return, upon the termination of theContract, any materials and data received from the Company. At any time during the term of theContract the Company may demand the Client to return any materials or data received from the Company.
GOVERNING LAW AND JURISDICTION
1. The Client agrees that these T&C and the Contract shall be governed by and construed in accordance with the laws of the Republic of Belize.
2. All disputes, disagreements and claims associated with the performance of these T&C and the Contract shall be finally resolved by the competent courts of the Republic of Belize.
1. The Company does not violate any of provisions of these T&C and the Contract and is not liable for any losses, damages, costs and other expenses incurred by the Client in the case of non-performance or improper performance of the obligations under the Contract by the Company when these situations are caused by the circumstances beyond the control of the Company, such as acts of God, acts of any government, acts of terrorism, wars, labour disputes, earthquakes, fires, and floods.
2. The Client acknowledges and agrees that the Company may recognize a specific event as a force majeure event which exists or may occur and the Company shall inform the Client about it.
3. If the Company determines that the force majeure event exists or may occur, the Company has the right to take any necessary and appropriate actions and the Company does not bear any responsibility for non-performance or improper performance of the obligations under the Contract and for resulting consequences.
1. The Company reserves the right to modify or discontinue, temporarily or permanently, the marketing services with or without notice to the Client and the Company is not liable to the Client or any third party for any modification to or discontinuance of these services save for the return of any prepaid sums in connection with the provision of the services which are subsequently not provided.
2. The Company shall be free to provide its marketing services to third parties whether during or following the provision of the services to the Client.
3. During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ or engage or offer to employ or engage anyone designated by the Company to work on the marketing services.
4. If at any time, any provision of these T&C and the Contract is or shall be illegal, invalid or unenforceable in any respect, under the applicable law or the court verdict, then the other provisions contained in these T&C and the Contractremains in force.