In these Terms of Service, the following capitalised definitions have the following meaning:
means the account to which each customer receives access as part of the Service;
means, with respect to a person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified;
means all contractual documentation as agreed between the Customer and Velaris as to the Service, including but not limited to these Terms of Service and any order form executed by the Parties;
means a day on which banks are open for business in London;
means all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential;
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ability to exercise voting power, by contract or otherwise, "controlled" has meaning correlative thereto;
means a third party which receives the Service and is identified in the Agreement;
means data that the Customer provides or procures to be provided by third parties to the Velaris Platform and data developed from such data within the Velaris Platform;
means a data processing addendum that governs the processing of data between Velaris and the Customer in respect to the Customer's use of the Velaris Platform, as available on Velaris' website;
means the date from which the Service shall be provided, as specified in the Agreement;
mean fees that the Customer shall pay Velaris for the Service;
means, in relation to either Party, any event or circumstances (or combination of events or circumstances) not reasonably foreseeable by suchParty which is beyond the reasonable control of the Party and which results in or causes the failure of that Party to perform any of its obligations under theAgreement;
means either Party to the Agreement, either the Customer or Velaris, "Parties" means both the Customer and Velaris;
means the access to the Velaris Platform its use by the Customer subject to the terms agreed in the Agreement;
means all applicable taxes (e.g., VAT, sales, services), levies, duties, or similar applicable governmental assessments of any nature, irrespective if assessed by a local, provincial, state, or federal government, whether domestic or foreign; Velaris' payroll and income taxes are excluded from this definition;
means the United Kingdom and European Economic Area;
means the time period for which the Service is made available to the Customer;
mean the current version of these Terms of Service, as available on Velaris' website;
means a software product of a person different from the Customer or Velaris;
means a specific person that the Customer authorises to receive access to the Account;
means MANANTIAL LTD, doing business as Velaris, a company incorporated under the laws of England and Wales with company number 13088838 and its Affiliates; and
means the software as a service (SaaS) platform owned and maintained by Velaris, including all modifications and enhancements irrespective of whether developed for the Customer.
Service. Subject to the terms agreed in the Agreement, Velaris shall provide the Service to the Customer and its Users.
Access. The Service is available only through electronic means and protected by login details that are needed to access the Account. If the Customer does not identify an email address in the Agreement through which login details shall be obtained, Velaris may use any of the email addresses that the Customer used to execute the Agreement. The access is considered provided as soon as theCustomer's email address is input onto the Velaris Platform, and the Customer may obtain the login details.
Platform Only. The Velaris Platform does not include equipment or ancillary services necessary to access the Velaris Platform, such as internet connection, the hardware required to connect to the internet (e.g., computers, phones, modems, switches), or their security.
Development. The Velaris Platform remains in constant development. The Customer agrees that Velaris may unilaterally remove or add new features to the Velaris Platform without substitution or compensation to the Customer.
Subcontractors. Velaris may use subcontractors to provide certain parts of the Service(e.g., hosting). Velaris remains liable for these subcontractors as if Velaris provided that part of the Service.
Warranty. Each Party represents and warrants to the other Party that:
it is duly incorporated and validly existing under the laws of the country of its incorporation; and
has required corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under the Agreement.
Customer Warranty. The Customer represents and warrants to Velaris that it owns sufficient right, title, and interest in the Customer Data to allow the Parties to perform its rights and obligations under the Agreement without infringing any third party's right.
Availability. Velaris hereby represents and warrants that it will use reasonable efforts during the Term to make the Velaris Platform available twenty-four hours a day, seven days a week in the Territory.
No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VELARIS DISCLAIMS ANYAND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, NON-INFRINGEMENT, SYSTEM INTEGRATION, OR QUIET ENJOYMENT, AND THE VELARIS PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE".
Force Majeure. Neither Party will violate the Agreement or be liable for damages if the failure to perform the obligation is due to a Force Majeure event.
Liability Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT,SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF APARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF EACH PARTY TO THE OTHER FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY AROSE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
Essential considerations. The Parties acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth in Clauses 6 and 7 herein form an essential basis of the Agreement, and that, absent these disclaimers, exclusions, and limitations of liability, the terms of the Agreement, including, the economic terms, would be substantially different.
Governing Law and Jurisdiction. The Agreement and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales. The courts of England shall have exclusive jurisdiction to settle any such dispute or claim.
Severability. The provisions of these Terms of Service are severable, and if any of them is held to be illegal or unenforceable, the validity or enforceability of the remainder of the Terms of Service remain unaffected.
Set-off. The Customer is not authorised to offset any of its claims against any of Velaris' claims, nor it is authorised to retain payments, in any manner, intended for Velaris regardless of the nature or purpose of such payments. Velaris is authorised to offset its claims against the claims of the Customer.
Assignment. Neither Party may assign or transfer any of its rights or obligations from the Agreement to any third party without the prior written consent of the other Party.
Beneficiaries. The Agreement is executed for the sole benefit of the Parties, their successors, or permitted assigns and they will not be construed as conferring any rights to any third party.
Change of the Terms of Service. Velaris may unilaterally issue a new version of the Terms of Service that shall apply to the Agreement following a thirty (30) day-long notification to the Customer in writing. Should the Customer object to this change, a new version of the Terms of Service will only apply to the Agreement when the Term is renewed.