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Terms and Conditions

TERMS AND CONDITIONS OF ACCESS TO THE EXCHANGE HANDBOOK

The Client and/or User (as defined below) is agreeing to be bound by the terms and conditions set out below (“Agreement”) which govern the supply by Mondo Visione Limited (registered office: 8th Floor, Aldwych House, 81 Aldwych, London WC2B 4HN, UK; Company registration No. 2828001; VAT registration No. 639 9669 63) (“MVL”) of Internet access to its Exchange Handbook (“Service”) to the entity listed in the Order Form (“Client”).

1.Definitions

“Access” means access to the Service via the Site.

“Fee” means the fees payable by Client for Service as specified in the Order Form.

“Information” means the information provided by MVL in including, but not limited to text, graphics and still and moving images.

“Password” means the combination of unique user name and password that is provided by MVL to the Users to facilitate Access.

“Service(s)” means the provision of Information to Users by various delivery methods.

“Site” means the website located at www.exchange-handbook.com or such other website from which the Users can obtain Access.

“User” means an employee of Client that is given a Password, being one individual obtaining Access using one Password from any computer under that person’s control, and not any concurrent use by any other individual of any Password.

2. Access

2.1 Subject to this Agreement, MVL will provide each of the Users with a Password and grant those Users Access for 12 months, subject to the earlier termination or expiry of this Agreement under clause 8. Each User must read and agree to be bound by this Agreement before they may use the Service. No more than one User may use any Password at any one time. Access may be temporarily unavailable from time to time for maintenance and system updates.

2.2 Without limiting MVL’s other rights under this Agreement, MVL may, at its sole discretion, suspend Access during any period in which payment of all or any part of the Fee is overdue, or where Client breaches, or fails to comply with, this Agreement. Client will not be entitled to any refund for the Fee attributable to the period during which Access was suspended.

2.3 Client must notify MVL via email to support@exchange-handbook.co.uk if it wishes to change or add to the persons comprising the Users. MVL may agree to give effect to the requested change, provided that any Fees payable in respect of such change or additions are paid within thirty (30) days of MVL’s receipt of Client's notice.

3. Client’s Use of the Service

3.1 Client is responsible for the use of a Password to gain Access whether that use is by Users to whom that Password is allocated or any other person. Any act or omission by a User in respect of Access, Information, a Password, or Service will be an act or omission of Client (irrespective of whether Client authorized or permitted that act or omission).

3.2 Client must not assign or transfer its rights or delegate any obligations under this Agreement, and must not resell or facilitate the Access to any other party.

3.3 Client must take all reasonable precautions to ensure that the Passwords provided to each User are kept confidential and Client must immediately notify MVL by email to support@exchange-handbook.co.uk if it believes that a Password has been disclosed to any person other than the licensed Users.

3.4 Client’s use and the User’s use of the Service must comply with this Agreement and all applicable laws, statutes, ordinances, and regulations in all jurisdictions in which Client operates or resides. Client guarantees each User’s compliance with this Agreement and all applicable laws, statutes, ordinances, and regulations in all jurisdictions in which each User uses the Service.

3.5 MVL makes no representations that the content of the Site and the Information complies with the laws (including intellectual property laws) of any country outside the United Kingdom. If Client or its Users Access the Service from outside the United Kingdom, Client does so at its own risk and on its own responsibility and is responsible for ensuring compliance with all laws in the place where it is located.

3.6 Client will ensure that each User acknowledges that it has no rights in or title to any of the intellectual property contained in the Information or on the Site including, but not limited to, trade marks and trade names, logos, copyright, design, confidential information, or any other intellectual property rights that may exist in the Information.

3.7 Client, and each User, is granted Access, and may use the Information, only for the business purposes specified in clause 3.8. The Information may not otherwise be used, copied, reproduced, published, stored in retrieval system, altered, transmitted in any form or by any means in whole or in part without MVL’s prior written consent, and where the consent of some third party is required, with the consent of that third party. If Client or any User wishes to redistribute Information from the Service to any third party, Client or User shall email MVL at support@exchange-handbook.co.uk to obtain permission subject to clause 3.8 below.

3.8 Subject to Clause 3.9, Users may extract and use internally at the Client’s premises or on the Client’s internal network limited excerpts of the Information solely for the purposes of the Client’s internal business purposes. For the avoidance of doubt neither Users nor the Client may, without prior written approval from MVL, copy, disclose, redistribute, re-sell or bundle the Information outside the Client’s premises or internal network or to any third party. Where any Information is extracted and/or used by Client, Client must ensure that such Information is presented in a manner that complies with all applicable laws in the places in which such Information is disclosed, that any intellectual property notices applicable to that Information are also reproduced or published, and that the source of the Information is attributed to MVL in accordance with the provisions of Clause 2.9 and the laws applicable to that Information.

3.9 If Client or a User makes a reference to the Information whether on its own or as part of other information, and may only use the portion of the Information as constitutes fair use and must acknowledge the Site as the source as follows:

“Source: Mondo Visione Ltd“ or “According to Mondo Visione Ltd,…”

Any dissemination of the Information without the acknowledgement set out in this clause 3.9 is expressly prohibited.

4. Payment:

The amount of Fees payable to MVL is set forth in the Order Form. All Fees payable will be due on or before the date determined in the Order Form, or such other date as may be agreed by the parties.

5. Warranties

5.1 Mutual Warranties. Each party represents and warrants to the other that (i) this Agreement have been duly executed and delivered and constitute a valid and binding agreement enforceable against such party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (iii) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

5.2 Client Warranty. Client warrants that: (i) the details it provides to MVL in the Order Form are complete and accurate, and (ii) the Information will not be used in a manner that is unlawful, fraudulent, or prohibited by this Agreement.

5.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS CLAUSE 5, MVL MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. THE SERVICE AND INFORMATION ARE PROVIDED ON AN “AS IS” BASIS. MVL EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR CLIENT’S PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. MVL DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR INFORMATION. MVL DOES NOT WARRANT THAT THE SERVICES OR INFORMATION ARE ERROR-FREE OR THAT ACCESS WILL BE SECURE OR UNINTERRUPTED. MVL EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF USE OF THE SERVICES OR INFORMATION, INCLUDING DECISIONS MADE BASED ON THE INFORMATION. CLIENT WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF MVL TO ANY THIRD PARTY.

6. Disclaimer and Limitations of Liability

6.1 Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, MVL WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CLIENT OR USERS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF MVL IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

6.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL MVL’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THE TERMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO MVL UNDER THE TERMS DURING THE 12 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM.

6.3 Independent Allocations of Risk. EACH PROVISION OF THE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY MVL TO CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE TERMS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THE TERMS HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

6.4 Whilst every attempt has been made to ensure that the information in this book is as accurate and up to date as possible, MVL cannot be held responsible for any losses or damage incurred as a result of using the Information supplied. Client is responsible for the consequence of any use of the Information and no decision should be based solely on the Information.

6.5 The Site or the Information may contain third party information or links to third party websites. MVL makes no representation, and excludes all liability as to the accuracy or completeness of information contained therein and therefore makes no representations that the Information does not infringe third parties’ intellectual property rights.

7. Indemnity:

Client will indemnify and defend MVL and its directors, employees, officers, agents, marketing representatives, and contractors against all loss, actions, proceedings, costs and expenses (including legal fees), claims and damages arising from:

(a) any breach of Client’s obligations, representations, and warranties under this Agreement;

(b) either directly or indirectly, Client’s or any User’s Access;

(c) any claim by a third party directly or indirectly arising out of or in connection with Client’s or any User’s Access.

8. Termination:

Access may be terminated by MVL immediately if:

(a) Client fails to pay any sum under the Order Form within the time frame for payment specified in the Order Form;

(b) Client commits a material breach of any term of this Agreement and, in the case of a breach capable of being remedied, fails to remedy such a breach within 30 days of a written request to remedy from MVL;

(c) Client’s conduct is unlawful or fraudulent; or

(d) if Client owes MVL any amount and (i) Client is unable to pay its debts when they become payable; (ii) Client admits in writing its inability to pay its debts generally; (iii) Client makes a general assignment for the benefit of creditors; (iv) any proceeding is instituted by or against Client seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, adjustment or protection of it or its debts under any law relating to bankruptcy, insolvency or reorganization, or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for it or for any substantial part of its property; or (v) Client takes any corporate action to authorize any of the actions set forth above.

9. Notice:

Except as otherwise expressly agreed, any notices from Client to MVL must be sent by email to support@exchange-handbook.co.uk and any notices by MVL to Client may be sent to Client's email address as specified in the Order Form. Except as otherwise agreed, notice will be deemed to have been given the next business day after the email is sent. Client warrants that the email address it has provided to MVL is valid and that Client must notify MVL of a new email address if the previous email address becomes invalid.

10. Force Majeure:

MVL will not be liable for any delay in performing or failing to perform any of its obligations under the Order Form owing to a cause beyond its reasonable control. Such delay or failure will not constitute a breach of the Order Form and the time for performance of the affected obligation will be extended by such period as is reasonable.

11. Entire Agreement:

The Order Form and this Agreement contain the full and entire agreement between MVL and Client to the exclusion of all prior representations, understandings, and agreements between MVL and Client.

12. Severability:

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such a provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

13. Assignment:

Client may not assign, sublicense, or transfer any rights of Access to the Site without MVL’s express prior written consent, which consent may be withheld at MVL’s sole discretion. MVL may assign its rights or obligations at any time without notice to or the consent of Client.

14. Confidentiality:

Each party will maintain the confidentiality of any information provided to it by the other party that is identified as confidential or can reasonably be regarded as confidential and will take precautions to prevent the unauthorized disclosure or use of such confidential information. The obligations of this clause will not apply (i) to any disclosure required by law, (ii) to information that is now or subsequently becomes generally available through no act of omission of the receiving party, (iii) to information that is known to the receiving party at the time of disclosure (iv) if information is provided to the receiving party by a third party without restriction, or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s confidential information, as shown by documents and other competent evidence in the receiving party’s possession.

15. Jurisdiction:

Any disputes between MVL and Client relating to the subject matter of this Agreement will be governed by and construed in accordance with English law, and the parties irrevocably submit to the non-exclusive jurisdiction of the English courts.

16. Variation:

The Order Form and this Agreement cannot be varied or otherwise amended except in writing and signed by both parties.

Mondo Visione Limited

Unit 2A Raffin Park,
Datchworth,
Knebworth,
Herts SG3 6RR