General Terms and Conditions
1. These General Terms and Conditions (“GTC’s”) form an integral part of the agreement (“Agreement”) between CVGarden (hereinafter “CVGarden”, “we” or “us”) and you (hereinafter “Client” or “you”), (each of us being a “Party” and collectively the “Parties”), for the provision of the Services, and are deemed to be incorporated into the Agreement by reference.
2. Your instructions to proceed with the Services, our acceptance of your instructions, and our acknowledgement of receipt of payment by you for the Services shall constitute your confirmation of acceptance of these General Terms and Conditions, and also your authority to immediately proceed with the Services.
3. These General Terms and Conditions, together with your instructions, our confirmation of same, and payment for the Services, shall constitute the entire Agreement between the parties and unless otherwise agreed in writing, these General Terms and Conditions shall take precedence over any prior agreements, understandings and representations with respect thereto.
4. No variations or amendments to these General Terms and Conditions or the Agreement shall be valid or binding on the Parties, unless they are subsequently agreed in writing and executed by both Parties.
5. We shall perform the Services using due skill, care and diligence, in good faith, and based on the information you provide to us. You warrant that the information you provide to us shall be true and correct in all material respects, to the best of your knowledge and belief, and we shall have no obligation to evaluate or verify the veracity of any such information provided to us in connection with the Services.
6. Unless otherwise agreed in writing, the first draft of any work product shall be and any and all other matters arising out of this Agreement shall be limited to the Fees actually paid by you for the services provided to you within three (3) business days of receipt by us of full payment for the Services. Thereafter you will be entitled to up to three (3) revisions of such draft within 14 days of the first draft being provided to you (the “Revision Period”). You shall be responsible for providing us with any additional information we require for any revisions. Any additional revisions thereafter, or any revisions required after the Revision Period shall be at the sole discretion of CVGarden, and shall be subject to additional fees to be agreed between the Parties.
7. We will provide the Services to you as an independent contractor and not as your employee, partner or agent. Neither Party shall have any right, power, or authority to legally bind the other.
8. Unless otherwise confirmed by us in writing, we will not commence the provision of Services until full payment for the Services has been received by us.
9. Our Fees are inclusive of any applicable Value Added Taxes. We may charge additional Fees if your acts or omissions impede our ability to perform the Services as originally planned, or if you ask us to perform additional tasks beyond those included in the Services.
10. You shall pay us for the Services performed, and in the event of termination of this Agreement by either Party, for all work in progress up to and including the date of termination.
11. Neither Party shall be liable to the other, in contract or tort, under statute or otherwise for any amount with respect to loss of opportunity, profit, data or goodwill, or any other consequential, incidental, punitive, indirect or special damages in connection with claims arising out of this Agreement or relating to the Services, irrespective of whether or not the likelihood of such loss or damage was contemplated.
12. Our total aggregate liability to you, in contract or tort, under statute or otherwise in connection with the Services
13. Our duty of care is to you, our Client, and we shall not be liable to any third party recipient of our work product. Accordingly, you shall indemnify, defend and hold us harmless with respect to any and all claims brought against us by any third party who receives our work product by, through, or at your request, or to the extent that such claim relates to any misrepresentation by you, or any incorrect information provided by you to us in the performance of the Services.
14. You shall make any claim relating to the Services or otherwise related to this Agreement within 12 months of the specific act or omission alleged to have given rise to the claim.
15. Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any other information provided by or on behalf of the other Party that ought reasonably to be considered or treated as confidential and/or proprietary. Both Parties shall however, be permitted to disclose such information to the extent that it:
(a) is or enters the public other than through a breach of this Agreement by either Party;
(b) was known to the recipient at the time of disclosure or is thereafter created independently;
(c) is disclosed in order to enforce the recipient’s rights under this Agreement or at law; or
(d) must be disclosed under applicable law, legal process or regulation by which a Party is bound to comply.
16. Either Party may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement.
17. Unless otherwise proscribed by law, our respective confidentiality obligations under this Agreement shall continue for a period of five (5) years following the completion of the Services or the termination of this Agreement. The other provisions of this Agreement that give either Party rights or obligations beyond its termination shall continue indefinitely beyond the completion or termination of this Agreement.
18. In the course of providing our Services to you, we may be required to process certain information that can be linked to specific individuals (“Personal Data”). We confirm that we will Process the Personal Data in accordance with all applicable laws and regulations, and we will require any third party service provider that processes Personal Data on our behalf to adhere to such requirements.
19. You represent and warrant that you have the authority to provide the Personal Data to us in connection with the performance of the Services and that the Personal Data provided to us has been Processed in accordance with applicable law and regulations.
20. This Agreement shall terminate on the completion of the Services. We reserve the right to decline your instructions or to terminate the Services at any time, with or without cause, and we accept no liability for refusing to accept your instructions or for terminating the Services as aforesaid. You may withdraw your instructions to us and/or terminate this Agreement on 24 hours written notice to us, subject to the provisions of clause 10 herein.
21. This Agreement shall be governed by the laws of the Republic of Cyprus, whose Courts shall have exclusive jurisdiction to hear any and all matters arising out of or in connection with this Agreement or the Services.
22. Neither Party may assign any of our rights, obligations or claims under this Agreement.
23. If any provision of this Agreement (in whole or part) is determined to be illegal, invalid or otherwise unenforceable, the other provisions of this Agreement shall remain in full force and effect.