Terms and Conditions of Business

Definitions

  • ‘The Company’ or ‘Us’ - StarSwift Ltd.

  • ‘The Client’ or ‘You’ - the individual or entity visiting this website and/or purchasing products and services from us, whether via this website or offline.

  • ‘Goods’ or ‘Services’ - materials supplied, support or consultancy performed by the Company for the Client.

  • ‘Contract’ - a formal contractual relationship with regard to any transaction between The Company and The Client from the point at which an order is accepted and processed.

  • ‘Agreement’ - any order, commitment of work or Contract entered into between the Client and the Company.

  • ‘Charges’ - the charges set out in any quotation, agreement or invoice from us.

Scope

  • These Terms and Conditions apply to all transactions made on any website owned and/or operated by StarSwift Ltd.  These terms and conditions also apply to all transactions completed offline that involve products or services described on the StarSwift Ltd website and supporting Service Descriptions.

  • These Terms and Conditions together with our Privacy Notice apply to any Contract between the Company (Us) and The Client (You).  Please see the Definitions above.

  • Our Privacy Policy is published at: https://www.starswift.co.uk/privacy-policy

Charges

  • Our Charges are set out within the supplied quotations of any engagement.  Quotations are valid for a period of 14 days, unless otherwise agreed in writing.  All quotations are subject to the addition of applicable VAT.

Payment Terms

  • Payment of any invoice shall, unless agreed in writing with the Company, be made within 7 calendar days of the date included in the Invoice.

  • Payment of invoices shall, unless agreed in writing with the Company, be made in full without any deduction or set off.

Recurring Payments

  • A number of our services sold on Subscription (Managed Services) and our deliverables are provided on a recurring basis.

  • Subscription terms (monthly or annually) are set out in any Client agreement.

  • The Client will be invoiced monthly for these Services and the Payment Terms set out in the section above will apply.

Limitation of Liability

  • Our total liability under or in respect of any contract will not exceed the amounts paid by the Client under that contract.

  • The Company shall not be liable for any loss of data, business, profit, goodwill, consequential, direct, indirect or special losses of any sort.

Force Majeure

  • Neither party to the agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

Termination

  • An agreement may be terminated by either party in writing at any time, giving one month’s notice.

  • An agreement may also be terminated immediately in the event of:

    • the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets;

    • the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986;

    • the Customer ceases or threatens to cease to carry on business;

    • the Company is delayed in performing or fails to perform any of the Company’s obligations due to any cause beyond the Company’s reasonable control in circumstances where, having proper regard to the nature and extent of the actual or likely future disruption to the Services due to that cause, it considers that it cannot effectively provide, or any longer provide, the Services; or

    • any payment due to us from you not being made on the due date.

Confidentiality

  • During the term of the agreement [and after termination of the agreement for any reason for a period of 6 months, the following obligations shall apply to the Party disclosing Confidential Information ('the Disclosing Party') to the other Party ('the Receiving Party').

  • Subject to sub-Clause 9.3, the Receiving Party:

    • may not use any Confidential Information of the Disclosing Party for any purpose other than the performance of its obligations under the agreement;

    • may not disclose any Confidential Information of the Disclosing Party to any person except with the prior written consent of the Disclosing Party; and

    • shall make every effort to prevent the use or disclosure of the Confidential Information of the Disclosing Party.

  • The obligations of confidence referred to in the provisions of this Clause shall not apply to any Confidential Information of the Disclosing Party that:

    • is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain before its receipt by the Receiving Party;

    • is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;

    • is required to be disclosed by any applicable law or regulation;

    • is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the Disclosing Party in respect of it and who imposes no obligations of confidence upon the Receiving Party.

  • Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which it may be entitled.

  • The obligations of the Parties under the provisions of this clause shall survive the expiry or the termination of the agreement for whatever reason.

Law and Jurisdiction

  • The agreement shall be governed by the laws of England and Wales.

  • Any dispute between the Parties relating to the agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.

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