Avasam encourages their Customers and prospective Customers to become familiar with these Terms and Conditions before proceeding to order products or services from us. Your order constitutes an offer to purchase Services in accordance with this Agreement.
By visiting or using the Avasam DropShipping Platform, or by ordering any products or services from us, you agree to be bound by the Terms and Conditions outlined below. Avasam reserves the right to change these terms at any time. You are encouraged to check back on our Terms and Conditions from time to time to be well-informed of any changes.
This document is copyright (c) Avasam, 2019.
This Agreement applies to but is not limited to the Aavasam DropShipping platform for Suppliers and Sellers.
1.1 “Agreement” means this Service Agreement.
1.2 “Avasam DropShipping Platform” means any portal(s) or platform(s) or Website(s) that Avasam uses to conduct its business and offer its services
1.3 “Avasam” means Avasam Limited, a company registered in England and Wales under Company Number 11556922, whose registered address is at Stan more Business & Innovation Center, Stan more Place, Honeypot Lane, London, HA7 1BT, UK, its affiliates and subsidiaries and their respective directors, officers, employees and agents. Also referred to as “we”, “us “or “our”.
1.4 “Business Day” means any weekday, other than a bank or public holiday in England.
1.5 “Business Hours” means between 09:00 and 17:30 London time on a Business Day.
1.6 “Customer” or “Customers” means any individual(s) or entity(s) who accepts this Agreement, has access to your Avasam account or uses the Services. Also referred to as “you”, “your” or “user”.
1.7 “Customer Default” means failure by the Customer to perform any relevant obligation under the terms of this Agreement.
1.8 “Seller” means online retailers who sell products or services direct to end users or buyers and who use the Avasam DropShipping Platform to connect to Suppliers.
1.9 “Supplier” means suppliers, wholesalers, manufacturers, brand owners or other primary sellers who use the Avasam DropShipping Platform to connect to Sellers.
1.10 “Order” means the Customer’s acceptance of Avasam’s quotation for Goods or Services.
1.11 “Required Dispatch” means a dispatch of a product by or on behalf of a Supplier that does not occur within 8 Business Hours of a Seller completing payment for such product.
1.12 “Services” means any or all the services listed in the Description of Services section.
1.13 “Support Services” means the provision of technical or other support via email, telephone or another suitable medium by Avasam to the Customers as set out in section 5.1.
1.14 “Terms and Conditions” means the terms and conditions contained within this Service Agreement.
1.15 “User Content” means content provided to us by you to be presented and published as part of the Services to include but not limited to photographs and graphics, audio, video, written content and prose, and logos and graphical elements.
1.16 “Website” or “Websites” means our corporate Website, www.avasam.co.uk or any other Website, application or web-based portal owned and used by Avasam in connection with the provision of Services or the day to day business of Avasam.
1.17 “Spam” means messages delivered to multiple recipients without reasonable grounds or invitation, especially where appropriate permission has not been provided under the General Data Protection Act.
2.1 Your access to and use of the Services are conditional upon your acceptance of, and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Services.
2.2 By accessing or using the Services, you agree to be bound by these Terms and Conditions and by the Order. If you disagree with any part of the Terms and Conditions and the Order then you must notify us immediately in writing, and not access the Avasam DropShipping Platform,nor use the Services provided by Avasam. If there is an inconsistency between any of the provisions of these Terms and Conditions and the provisions of the Order, the provisions of the Order shall prevail.
2.3 The Services are available only to users who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that you are
(i) at least eighteen (18) years of age,
(ii) otherwise recognized as being able to form legally binding contracts under applicable law, and
(iii) are not a person barred from purchasing or receiving the Services.
2.4 If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the Terms and Conditions contained in this Agreement, in which case the terms “you”, “your”, “user” or “Customer” shall refer to such corporate entity. If, after your electronic or written acceptance of this Agreement, Avasam finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations.
2.5 Avasam shall not be liable for any loss or damage resulting from Avasam’s reliance on any instruction, notice, document or communication reasonably believed by Avasam to be genuine and originating from an authorised representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Avasam reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the Terms and Conditions of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
2.6 Your electronic acceptance of the terms of the invoice provided by Avasam and your use of Avasam’s Services, including the Avasam DropShipping Platform, signifies that you have read, understood, acknowledged, accepted and agreed to be bound by this Agreement.
2.7 Avasam reserves the right, following an electronic application or otherwise, to contact you and request additional and independent documentation to verify your identity, that of the company and your authority to act on behalf of the company pursuant to 3.5. This may include passport or evidence of company registration, etc.
2.8 We may, at our sole and absolute discretion, change or modify this Agreement and any policies or agreements which are incorporated herein at any time, and such changes or modifications shall be effective immediately. Your use of the Services and the Avasam DropShipping Platform after such changes or modifications shall constitute your acceptance of this Agreement as last revised.
3. FEES AND PAYMENTS
3.1 Avasam will send you an email to confirm the Services we will provide you, and the fees that will be charged for those Services.
3.2 We accept all major credit cards, as well as Direct Debit instructions for the payment of all our Services & license purchases.
3.3 All payments are processed by Avasam, using technology from our partner, Adyen. We do not store any credit card or account information anywhere on our systems. Credit Cards are processed in cooperation with our partner, Adyen. Aavasam is the payment processor, and will manage recurring payment requests as appropriate.
3.4 Avasam Limited, a company registered in England and Wales under Company Number 11556922, whose registered address is at Stan more Business & Innovation Center, Stan more Place, Honeypot Lane, London, HA7 1BT, UK, takes full responsibility for all payments made on and via our platform. This Responsibility includes refunds, chargebacks, cancellations and dispute resolution.
In the event that a dispute should be raised by either party, we are the payment processor, and offer the first line of support, and will refund the payment should the complaint be found to have merit.
In the event that a charge back be submitted by an Avasam member, being responsible for the payments, we will respond to the credit card networks on behalf of the party involved in the transaction. The parties involved agree to provide any requested information to us, and we reserve the right to recoup any outlays associated with the processing of charge backs.
If there are any problems with your order, we can be contacted via email at or by phone during office hours on .
3.5 In accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Avasam is obliged to monitor the content of the transactions we process for our customers, and the parties involved. As such, we reserve the right to refuse or withdraw access to the platform where our risk assessment of your application does not meet our criteria.
a) While using Avasam, you are prohibited from buying or selling items from the list at this address: https://docs.adyen.com/legal/adyen-restricted-prohibited-list
b) Avasam and its staff reserve the right to review the contents of the products in the inventory of its sellers, as well as the listings and orders that are processed through the system to identify any prohibited items.
c) Where you can be shown, as a Supplier, to have offered any products on the list linked in 3.5)a)i), this will be treated as cause for immediate Termination as per 10.3.
d) Where you can be shown, as a Seller, to have listed any products on the list linked in 3.5)a)i), this will be treated as Cause for immediate Termination as per 10.3.
3.6 Direct Debit payments are regulated by the appropriate agreement. The Direct Debit Guarantee covers refunds by the Bank or Building Society in case of error. It does not commit Avasam to offer a refund or other compensation where the error is claimed.
3.7 Where Direct Debit payments are refused, Avasam will charge you a penalty of £20 + VAT.
3.8 When Avasam receives notice of cancellation partway through a paid subscription period, you will lose access to the services following the end of that paid period. Refunds will not be issued for unused subscription periods or related services.
a) Where a Commission is owed by the Customer to Avasam, we are entitled to withhold this from the monies processed. This money shall not be eligible for a refund except where the transactions can be shown to be falsified or incorrect so that the amount taken would need to be recalculated.
3.9 Avasam shall be entitled to charge interest daily on overdue invoices from the date when payment becomes due from until the date of payment at a rate of 2% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
3.10 The Customer shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
3.11 Avasam shall be entitled to suspend or terminate the Services if you do not make payment according to the terms set out in any outstanding invoice as per 10.1. If Avasam provides you with more than one Service, we shall be entitled to suspend or terminate all Services until your payment is complete and all outstanding balances are cleared.
3.12 If you are being billed on a monthly basis, your monthly billing date will be based on the date you purchased the Services, except where that date falls after the 28th of the month, in which case your billing date will be no later than the 28th of each month.
3.13 For Services billed on a monthly basis unless specified otherwise in this Agreement, you must give Avasam one (1) months prior written notice should you wish to discontinue the Service.
3.14 Avasam expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online and effective immediately without the need for further notice to you.
3.15 In order to ensure that you do not experience an interruption or loss of Services, most Services offer an automatic renewal option. The automatic renewal option automatically renews the applicable Service for a renewal period equal in time to the most recent Service period. Where you enter into an agreement lasting more than 1 month between billing, Avasam will send you a reminder thirty (30) days prior to the expiry of your current Service period.
3.16 Where payment is made by a Seller for orders to be dispatched, and dispatch does not occur within 8 Business Hours of payment completing, Avasam will hold the Supplier liable in the entirety for any fees taken from the Seller on the Supplier’s behalf for the transaction(s).
a) Should the Seller apply for a chargeback or transaction reversal against charges that have been taken in relation to the non-performance of a Required Dispatch , Avasam will reserve the right to notify the Supplier, and to withhold monies from other sources to make good that loss (See 4.2c), unless the Supplier can provide appropriate proof that they did complete the Required Dispatch and the product was delivered.
b) Should there not be sufficient money available, then we will continue to withhold money from other transactions until the balance is cleared.
c) If the loss occurred during shipment, either by the Supplier or an agent of the Supplier, then Avasam will still retain the monies, and it is the Supplier’s responsibility to claim from their agent or insurer.
d) Where there is more than two (2) such incidents in a 6-month period, Avasam reserves the right to require a deposit from the Supplier concerned.
4. GENERAL RULES OF CONDUCT
4.1 To enable Avasam to perform its obligations under this Agreement the Customer shall:
a) Co-operate to the extent possible with Avasam;
b) Provide Avasam with any information reasonably required by Avasam to provide the Services; and
c) Obtain all necessary permissions, licenses, and consents which may be required before the commencement of the Services.
4.2 If Avasam’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Customer or Customer Default:
a) Avasam shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations under this Agreement to the extent the Customer Default prevents or delays Avasam performance of any of its obligations;
b) Avasam shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Avasam’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
c) The Customer shall reimburse Avasam on written demand for any costs or losses sustained or incurred by Avasam arising directly or indirectly from the Customer Default.
4.3 Without prejudice to any other rights to which Avasam may be entitled, in the event that the Customer unlawfully terminates or cancels the Services agreed to, the Customer shall be required to pay to Avasam damages equating to the full amount as set out in the original Agreement, where the Customer agrees this is a genuine pre-estimate of Avasam’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the Services and subject to the payment of the damages set out in this clause.
4.4 In the event that the Customer or any third party, not being a sub-contractor of Avasam, shall omit or commit anything which prevents or delays Avasam from undertaking or complying with any of its obligations under this Agreement, then Avasam shall have no liability in respect of any delay to the completion of any project.
4.5 Avasam shall endeavor to complete the services within any estimated time frames provided but shall not be held liable for the delay in performance of any services.
4.6 You acknowledge and agree that:
a) Your use of the Services, including any User Content, will comply with this Agreement and all applicable local, and international laws, rules, and regulations.
b) You will not collect or harvest (or permit anyone else to collect or harvest) any User Content or any non-public or personally identifiable information about another user or any other person or entity without their express prior written consent.
c) You will not use the Services in a manner (as determined by Avasam in its sole and absolute discretion) that:
i. Is illegal, or promotes or encourages illegal activity;
ii. Promotes encourages or engages in child pornography or the exploitation of children;
iii. Promotes encourages or engages in terrorism, violence against people, animals, or property;
iv. Promotes encourages or engages in any spam or other unsolicited bulk emails, or computer or network hacking or cracking;
v. Infringes on the intellectual property rights of another user or any other person or entity;
vi. Violates the privacy or publicity rights of another user or any other person or entity, or breaches any duty of confidentiality that you owe to another user or any other person or entity;
vii. Interferes with the operation of the Services;
viii. Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
ix. Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Avasam or Avasam’s Services.
d) You will not copy or distribute in any medium any part of the Services, except where expressly authorized in writing by Avasam.
e) You will not modify or alter any part of the Services or any of its related technologies.
f) You will not access Avasam content or User Content through any technology or means other than through the Services provided, or as Avasam may designate.
g) You agree to back-up all of your User Content so that you can access and use it when needed. Avasam does not warrant that it backs-up User Content, and you agree to accept as a risk the loss of any and all of your User Content.
h) You will not re-sell or provide the Services for a commercial purpose, including any of Avasam’s related technologies, without Avasam’s express prior written consent.
i) You are aware that Avasam may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you do not have any reasonable expectation of privacy during those calls; indeed you hereby consent to allow Avasam, in its sole discretion, to record the entirety of such calls regardless of whether Avasam asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Avasam is a party.
4.7 We do not tolerate the transmission of email spam or any other kind of communications related spam. We monitor all traffic to and from our servers for indications of spamming and maintain a spam abuse complaint center to register allegations of spam abuse. Customers suspected to be using our products and Services for the purpose of sending spam are fully investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve the situation.
4.8 Avasam reserves the rights to discontinue Services for any Customer, whether Supplier or Seller, should they consistently not uphold their responsibilities to the other parties and Avasam, including but not limited to: taking monies for services not provided (Suppliers), or by making fraudulent or uncompleted payments against orders and invoices (Sellers).
4.9 Avasam reserves the right to modify, change, or discontinue any aspect of the Services, including without limitation prices and fees for the same, at any time.
5. DESCRIPTION OF SERVICES
a) The scope of Services provided by Avasam to its Customers and covered by this Agreement comprise all services reasonably related to the provision of the Avasam DropShipping Platform, including but not limited to:
i. Direct system integration between the Customer’s system and the Avasam DropShipping Platform;
ii. Unique user access to the Avasam DropShipping Platform and Websites;
iii. Supplier access and connection to the Seller master database;
iv. Seller access and connection to the Supplier master database and Supplier inventories;
v. Access to payment services and invoicing for Suppliers and Sellers;
vi. Provision of shipping label integrations and printing for Suppliers;
vii. Provision of listing creation tools and marketplace/website integrations with the Avasam DropShipping Platform;
viii. Automated order processing and inventory synchronization;
ix. Automated report generation and invoicing;
x. Automated payment processing; and
xi. Support Services as defined below.
b) Avasam undertakes to reasonably provide the above services to its customers at all times.
c) Avasam will take all reasonable efforts to communicate the cause for any interruptions in service and resolve them as quickly as possible.
5.2 Support Services
a) Support Services are defined as all services provided by Avasam to its Customers in order to support the Customers when using the Services. Support Services include but are not limited to:
i. Telephone support;
ii. Email support;
iii. Web-based support; and
iv. Support delivered by any other appropriate communications medium.
b) When providing you with our Support Services, the additional following terms and conditions will apply to you.
i. Support Services are provided for specific products. Avasam is not obligated to provide Support Services for products you have not retained such services for;
ii. Telephone, email and web-based customer Support Services are available within Business Hours. This telephone number is provided to customers with access to the Services;
iii. Support Services are included in your Order;
iv. Avasam expressly reserves the right to suspend, terminate or deny access to update and change the status/content of the Support Services at any time without notice if you fail to pay all outstanding fees in a timely manner;
v. Where Support Services are suspended for one product or service, Avasam reserves the right to suspend all services.
6. Avasam WEBSITE(S)
6.1 Except where specified in this Agreement:
a) Avasam and its license own and control all of the copyright and intellectual property rights for our Websites and the material contained within, and;
b) The copyright is reserved, as are the intellectual property rights, for all the material on Avasam’s Website.
6.2 While on the Website, you may:
a) Use a web browser to view the pages of our Websites;
b) Download pages from our Websites for the purpose of caching in a web browser;
c) Print content from the pages of our Websites;
d) Use services provided by our Websites via a web browser;
e) Stream video and audio content provided through our Websites.
6.3 The Website and its content are only for use by yourself (for your personal and business purposes). No other use is permitted.
6.4 You may not download content from our Websites and/or save it on your computing device except where specifically specified.
6.5 You may not edit or change content from our Websites, except where explicitly permitted.
6.6 We reserve the right to restrict access to all or part of our Websites at our discretion. You may not bypass or circumvent these restrictions to gain access to those areas.
6.7 Except where you own/control the appropriate rights, you must not, without explicit written permission:
a) Display any material from our Websites in public;
b) Sub-license, sell, or rent material from our Websites;
c) Profit from or exploit material from our Websites, for a commercial purpose; or
d) Republish material originating on our Websites (including republication on any other Website);
e) Exploit or profit from material from our Websites for a commercial purpose; or
f) Redistribute material from our Websites.
6.8 You may not use data collected from our Websites for the purposes of contacting individuals, companies or other persons.
6.9 When supplying information to us through our Websites, or in relation to our Websites, you must ensure it is accurate, free of error, true not misleading and current.
6.10 You must not:
a) Use our Websites, or an action available on our Websites in a way that is illegal, fraudulent, harmful or unlawful, or in connection with illegal, fraudulent, harmful or unlawful activity;
b) Use our Websites, or an action available on our Websites in a way that would damage, or otherwise impair the functioning of the Websites and associated services;
c) Use our Websites to host, store, copy, send, transmit, use, publish or distribute material which is linked to, or of use to any software that could be described as a computer virus, Trojan, keylogger, spyware, rootkit or other malicious software product;
d) Access, or otherwise use our Websites through a spider, robot or other automated means without explicit permission;
e) Modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text;
f) Conduct automated or systematic data collection activities upon our Websites (scraping, data mining, data extraction or data harvesting) without explicit permission;
g) Use data originating on our Websites for direct marketing activities (including telemarketing, SMS marketing, email marketing and direct mailing, without limitations).
6.11 Avasam does not warrant or represent:
a) The completeness or accuracy of the information published on our Websites;
b) That the material on the Websites is up to date; or
c) That the Websites or any service on the Websites will remain available.
6.12 We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Website without notice. We will not be liable to you if for any reason our Website is unavailable at any time or for any period.
6.13 You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of the terms of the Agreement and other applicable terms and conditions, and that they comply with them.
6.14 We are the owner or the licensee of all intellectual property rights in our Website, and of the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved by Avasam.
6.15 If you are a consumer user, please note that we only provide our Website for domestic and private use. You agree not to use our Website for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6.16 We do not guarantee that our Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer program’s and platform in order to access our Website. You should use your own virus protection software and ensure it remains active and up to date.
6.17 We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
a) Use of, or inability to use, our Website; or
b) Use of or reliance on any content displayed on our Website.
c) If you are a business user, please note that in particular, we will not be liable for:
a) Loss of profits, sales, business, or revenue;
b) Business interruption;
c) Loss of anticipated savings;
d) Loss of business opportunity, goodwill or reputation; or
e) Any indirect or consequential loss or damage.
7. USER CONTENT
7.1 By posting or publishing ‘User Content’ you represent and warrant to Avasam that:
a) The User Content does not violate the rights of any third party;
b) You grant Avasam a worldwide, irrevocable, non-exclusive and royalty free license to use, update, reproduce, publish, store, and adapt your content in regards to the Services we provide you. With permission, we may use this content on our Websites, or as part of our promotional content.
7.2 You shall be solely responsible for any and all of your User Content or User Content that is submitted through your account, and the consequences of, and requirements for, distributing it.
7.3 Avasam reserves the right (but undertakes no duty) to decide whether any item of User Content is appropriate and/or complies with this Agreement. Avasam may remove any item of User Content posted to a Website hosted by Avasam and/or terminate a user’s access to the Services for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Avasam in its sole and absolute discretion), at any time and without prior notice.
7.4 Avasam may also terminate a user’s access to the Services if Avasam has reason to believe the user is a repeat offender. If Avasam terminates your access to the Services, Avasam may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.
7.5 By posting or publishing User Content through the Services, you authorize Avasam to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Agreement.
7.6 You hereby grant Avasam a worldwide, non-exclusive, royalty-free, sub licensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with the Services and Avasam’s business, including without limitation for promoting and redistributing all or part in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party.
7.7 You also hereby grant each user of these Services a non-exclusive license to access your User Content (with the exception of User Content that you designate “private” or “password protected”) through the Services, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of the Services and under this Agreement.
7.8 The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content.
7.9 You understand and agree, however, that Avasam may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Avasam shall not use any User Content that has been designated “private” or “password protected” by you for the purpose of promoting Avasam.
7.10 You agree not to circumvent, disable or otherwise interfere with the security-related features of the Services (including without limitation those features that prevent or restrict use or copying of any Avasam content or User Content) or enforce limitations on the use of the Services, the Avasam content or the User Content therein.
7.11 You are responsible for maintaining the security of your account. You are also solely responsible for the activity that occurs on your account, whether authorized by you or not. You must keep your account information and passwords secure. We expressly disclaim any responsibility or liability for any unauthorized use of or access to your account.
7.12 If you are accessing the Services from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your account information) across international boundaries. By agreeing to this Agreement and communicating electronically with us, you consent to such transfers.
8. THIRD PARTY IMAGES AND SOFTWARE
8.1 As part of the Services, you may be allowed to use certain photographs, illustrations, or other images and/or software, widgets, or other applications developed, owned, or licensed by third-party providers as we may contract with from time to time. If the images and/or software are accompanied by or require consent to a license agreement from the third-party provider, your use of the images and/or software is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement.
8.2 You acknowledge and agree that:
a) The images and/or software have not been sold or distributed to you;
b) You may use the images and/or software only as part of the Services;
c) You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images/Software; and
8.3 We may provide your personal information to third-party providers as required to provide the third-party images and/or software. We reserve the right to modify, change, or discontinue use of images and/or software at any time, and you agree to cooperate in performing any steps necessary in connection therewith.
9. AVAILABILITY OF SERVICES
9.1 Subject to the terms and conditions of this Agreement and to the extent possible and applicable, we shall endeavor to provide the Services on a twenty-four (24) hours a day, seven (7) days a week basis.
9.2 You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
9.3 You acknowledge and agree that we have no control over the availability of the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
10. TERMINATION POLICY
10.1 Avasam expressly reserves the right to suspend, terminate or deny access to update and change the status/content of the Services at any time without notice if you fail to pay all outstanding fees as per any invoice provided by or through Avasam.
10.2 Avasam expressly reserves the right to deny, cancel, terminate, suspend, freeze, or modify access to (or control of) any account or Services for any reason (as determined by Avasam in its sole and absolute discretion), including but not limited to non-payment, violation of legal statutes, using our services to produce and distribute spam or publishing any material in violation of this Agreement.
10.3 Avasam expressly reserves the right to deny, cancel, terminate, suspend, freeze or modify access to (or control of) any account or Services where they are found to be selling or facilitating the sale of term 3.4)a), or we suspect them to be in contradiction of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
10.4 All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, intellectual property, indemnity and limitations of liability.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 You specifically acknowledge and agree that your use of the services shall be at your own risk. These services are provided on an “as is” basis, “as available” and “with all faults”. We disclaim all implied warranties of title, merchantability, fitness for a particular purpose or non-infringement, as do our third-party service providers.
11.2 In addition, you specifically acknowledge and agree that no oral or written information or advice provided by Avasam and/or its third-party service providers will be disclosed where it may be commercially sensitive without prior written permission.
11.3 All intellectual property rights in or arising out of or in connection with the Services shall be owned by Avasam.
11.4 You acknowledge that, in respect of any third-party intellectual property rights, your use of any such intellectual property rights is conditional on Avasam obtaining a written license from the relevant license on such terms as will entitle Avasam to license such rights to you.
12. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
12.1 You specifically acknowledge and agree that your use of the services shall be at your own risk. These services are provided on an “as is” basis, “as available” and “with all faults”. We disclaim all implied warranties of title, merchantability, fitness for a particular purpose or non-infringement, as do our third-party service providers.
12.2 In addition, you specifically acknowledge and agree that no oral or written information or advice provided by Avasam and/or its third-party service providers will be disclosed where it may be commercially sensitive without prior written permission.
12.3 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
12.4 We will not be liable to you in respect of any special, indirect or consequential loss or damage.
12.5 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
12.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.
12.7 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the Websites or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
13. LIMITATION OF LIABILITY
13.1 In no event shall Avasam and its third party providers be liable to you or any other person or third party entity for more than 60% of the monies paid for the current project, in respect of any direct, indirect, incidental, special, punitive or consequential damages whatsoever, regardless of cause.
14.1 You agree to protect, defend, indemnify and hold harmless Avasam and our third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, legal fees) imposed upon or incurred by Avasam directly or indirectly arising from:
a) Your use of the Services;
b) Your violation of any provision of this Agreement; and/or
c) Your violation of any third-party right, including without limitation any intellectual property or other proprietary right.
14.2 You acknowledge and agree that you will protect, defend, indemnify and hold harmless us from and against any and all claims imposed upon or incurred by us directly or indirectly arising from your use or misuse of any third-party images and/or software. You acknowledge and agree that the providers of the third-party images and/or software are third-party beneficiaries to this Agreement for purposes of enforcing only their rights under this Agreement.
14.3 This clause shall survive any termination or expiration of this Agreement or your use of the development services.
15. DATA PROTECTION
15.1 The user and Avasam undertake to comply with the provisions of the Data Protection Act 1998, The General Data Protection Register, and any data protection legislation applicable in any jurisdiction in so far as the same relates to the provisions and obligations of this Agreement.
15.2 It is your sole responsibility to ensure that the Services are not used in any way that infringes data protection legislation. For the avoidance of doubt, Avasam accepts no responsibility whatsoever for any such infringement or alleged infringement.
16. SUCCESSORS AND ASSIGNS
16.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
17. NO THIRD-PARTY BENEFICIARIES
17.1 A person who is not a party to the Contract shall not have any rights to enforce its terms.
18. GOVERNING LAW
18.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and any dispute arising out of this Agreement shall submit to the exclusive jurisdiction of the courts of England and Wales.
18.2 Avasam makes no representation or warranty that the Services are appropriate in every country or jurisdiction, and use of the Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to use the Services are responsible for compliance with all local laws, rules and regulations.
19.1 The failure of a user or Avasam to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
20. TITLES AND HEADINGS
20.1 The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.
21. SEVER ABILITY
21.1 Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of thisAgreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
Aavasam can be contacted as follows:
Stanmore Business & Innovation Center,
0330 113 7788