COMMUNICATION
Company: WHALES TEAM LTD
Company number: 15224770
Address: 152-160 Kemp House, City Road, London, United Kingdom, EC1V 2NX
Owner: Denys Artamonov
Phone number: +380960220087, +380672389118
1. Definition and explanation
1.1 Subject to these terms and conditions
- Additional Services Agreement means an addendum to this agreement for
provision of additional services;
- 1.1.2 Additional Services means the services provided by WHALES TEAM web-studio as specified in
Additional Services Agreement; Agreement (as defined in Part 1 (Commercial Terms Sheet))
means the agreement between ECS web-studio and the Client, which includes the following documents: (i) Sheet
commercial terms (ii) these terms and conditions (iii) data processing terms (iv) Scope of work
and, where applicable (v) any Additional Service Agreements;
- 1.1.3 Business Day means any day other than Saturday, Sunday or public holidays in
United Kingdom;
- Client as defined in Part 1 (Terms and Conditions Sheet);
- 1.1.4 Client Content means information, data and other content provided by an WHALES TEAM Client
web-studio to be included in the results (including all copies, graphics, registered
company logos, names and trademarks);
- 1.1.5 Results means the results of the services provided by WHALES TEAM web-studio to the client in any form,
including, where applicable, code, documentation, design work and/or website created by WHALES TEAM
web-studio in accordance with this agreement, but excluding client content;
- 1.1.6 An error means any significant inconsistency in the results;
- 1.1.7 Hosting services means hosting the results on the server of third party ISPs, such as
described in paragraph 12;
- 1.1.8 Initial Services means the project service or services that have been provided by WHALES TEAM
web-studio as specified in Part 1 (List of commercial terms);
- 1.1.9 IPR means all registered and unregistered copyright patents without exception.
law, design rights, databases and compilation rights, marks, goodwill or
suing for extradition, rights in databases, rights in computer software, rights
to confidential information (including know-how and trade), secrets, business names and domain names, and
other intellectual property rights, regardless of media, as well as any applications for them
protection or registration, as well as all updates and extensions anywhere in the world;
- 1.2 Cost means as defined in Part 1 (List of Commercial Terms) and the cost in
in accordance with clause 7.3;
- 1.3 Marks means any names, brands, logos, trademarks, service marks, trade
names and domain names;
- 1.4 Project Services means as defined in Part 1 (Commercial Terms Sheet);
- 1.5 Scope of work means a document prepared by WHALES TEAM web-studio for a client, which details
services and results provided by WHALES TEAM web-studio https://whales.team/. The first scope of work is presented in
Part 4 (Scope of Work) and supersedes any previous offer made to the Client;
- 1.6 Services means initial services and any additional services, as the case may be;
- 1.7 Third Party Internet Service Providers means the third party Internet Service Providers used by WHALES TEAM
web-studio to provide hosting services.
2. Services
- 2.1 Subject to the payment of commissions and the provision of client content, WHALES TEAM web-studio agrees
provide services and results in accordance with the terms of this agreement.
- 2.2 WHALES TEAM web-studio will not start services until the client agrees to the scope
necessary work and confirmation of the amount of payment.
- 2.3 Customer acknowledges that WHALES TEAM web-studio allocates time and resources to Services based on estimated costs
the time specified in the Scope of Work. The Client agrees that his failure to timely
provide information, instructions will mean significant delays in the work on the project.
- 2,4 Any dates and times for the provision of services through WHALES TEAM web-studio specified in any document or
discussion between the parties are approximate, WHALES TEAM web-studio is not responsible for any
losses, damages, costs or expenses, directly or indirectly caused by delays in the provision of services for
the fault of the client;
- 2,5 Customer acknowledges that requests for additional services during the provision of initial services
may affect any estimated dates, and WHALES TEAM web-studio has the right to adjust any
estimated dates according to the Client's requests.
3. Options depending on the scope of work, services and conditions
- 3.1 The terms of this agreement apply to the exclusion of any other terms of the client.
- 3.2 WHALES TEAM web-studio may change these terms from time to time.
- 3.3 If the client wishes to change the scope of work at any time after agreeing to a scope agreement
works, he must notify WHALES TEAM web-studio of the proposed amendments. WHALES TEAM web-studio will apply
reasonable efforts to meet the client's revised requirements, but the client acknowledges that this may
lead to a change in any estimate or adjustment of the cost and timing previously provided by WHALES TEAM
web studio. WHALES TEAM web-studio notifies the client of any tariff changes and is not obligated to make any
changes to the scope of work unless the client agrees in writing to accept the revised rates.
- 3.4 If WHALES TEAM web-studio determines, in its sole discretion, that it cannot accept proposals
by the client to change the scope of work, he reserves the right to reject the client's request.
- 3.5 WHALES TEAM web-studio reserves the right to reject a request for additional services for any reason and
Anytime. If WHALES TEAM web-studio wishes to accept a request for additional services, it does not
must initiate such additional services until the client provides written consent to
appropriate scope of work for additional services.
- 3.6 Any error or omission in this agreement, quotation, scope of work, price list, acceptance
offer, invoice or other document or information issued by WHALES TEAM web-studio is subject to
correction without any obligation.
- 3.7 Except as set forth in this clause 3, no change to these terms or this
Agreements will not be valid unless they are made in writing and signed by both
parties.
4. Error Correction
- 4.1 During service, if the client notifies WHALES TEAM web-studio of any errors, WHALES TEAM web-studio will
strive to correct such errors.
- 4.2 However, if there are no errors, but the client notifies WHALES TEAM web-studio of additional changes, or
modifications to be made to the results, and such changes or modifications are outside the scope
scope of work, clause 3.3 applies.
- 4.3 If WHALES TEAM web-studio is unable to correct any Error reported by the Client, it must
proportionally refund to the Client any money already paid by the client to WHALES TEAM web-studio for a specific
a result showing a fatal error, minus the cost of all other work already done by WHALES TEAM
web-studio when performing services. If WHALES TEAM web-studio returns a refund to the client in accordance with
provisions of this paragraph 4.3, he does not bear any additional liability to the client in
regarding such errors.
- 4.4 If any errors result from a defect caused by the act or omission of the Client,
and not through the fault of WHALES TEAM web-studo, then WHALES TEAM web-studo will provide assistance reasonably requested by the client in
repair of any such defect, but reserves the right to charge the customer for such assistance
at its current prices and tariffs that the customer has to pay. If the customer is not ready to pay, WHALES TEAM
web-studo is under no obligation to provide further assistance.
5. Obligations of the client
- 5.1 Client agrees:
- 5.1.1 Always act in good faith with respect to WHALES TEAM web-studio;
- 5.1.2 Always keep secret all passwords provided by WHALES TEAM web-studio;
- 5.1.3 Do not attempt to circumvent security, hack or otherwise disrupt the website;
- 5.1.4 Use the results only in accordance with the terms of any license granted to him
by WHALES TEAM web-studio in accordance with clause 10.2 and any applicable laws and regulations.
- 5.2 Customer acknowledges that WHALES TEAM web-studio's ability to provide services is dependent on the full and
timely cooperation from the client (which the client agrees to provide), as well as from
the accuracy and completeness of client content and other information provided by the client. In this way,
the client agrees to provide complete and accurate client content and any other information that
may be required for results.
- 5.3 If the client fails to provide content and/or other required information or materials, or
delays this, WHALES TEAM web-studio is not responsible for any delay or failure on its part,
to provide services as a result and reserves the right to:
- 5.3.1 Stop providing services and charge for work completed to date and any
wasted expenses incurred by WHALES TEAM web-studio as a result of an unexpected delay in work,
including, but not limited to, the cost of unused time slots pre-allocated to
services;
- 5.3.2 Or modifying the scope of work to accommodate missing information, in which case any resulting
the change in commission is borne by the Client.
6. Client content
- 6.1 The client is responsible for any client content it submits to WHALES TEAM web-studio for
included in the results, and must obtain all necessary licenses, permits, waivers and authorizations to
regarding any client content before submitting such materials to WHALES TEAM web-studio.
- 6.2 WHALES TEAM web-studio reserves the right to refuse processing in any way and/or remove any
content from the results of any client content that:
- 6.2.1 may be considered offensive, illegal or objectionable;
- 6.2.2 violates any applicable laws, regulations, or rights of third parties (for example, materials,
that are offensive, defamatory or infringe intellectual property rights
third parties).
- 6.3 Customer acknowledges that (if the results are a website, mobile application or similar
product developed by WHALES TEAM web-studio for the Client) WHALES TEAM web-studio does not control any content,
posted in results by results visitors and is not intended to monitor or moderate
results content.
- 6.4 The client shall indemnify WHALES TEAM web-studio against all claims, demands, costs (including legal
costs on a full reimbursement basis) costs, losses and liabilities, any costs and liabilities,
incurred by WHALES TEAM web-studio as a result of using the client's content, including any claims of third parties
persons arising from or in connection with customer content.
7. Cost
- 7.1 If the cost is not specified in part 1 (list of terms and conditions) or in the agreement on
additional services, the cost should be calculated based on time and materials at current
WHALES TEAM web-studio rates, which may be adjusted or changed from time to time.
- 7.2 Client acknowledges and agrees that:
- 7.2.1 All prices quoted are estimates and are never fixed (if expressly
not specified in part 1 (list of terms and conditions) or additional services agreement) due to
the nature of the work performed and therefore may be changed with the obligatory advance notice to the client.
Estimated cost in case of scope offset or expected scope offset should be
adjusted with the notification of the Client;
- 7.2.2 Cost has been calculated based on the assumptions set out in Part 1 (List of commercial
conditions), and any assumptions in the scope of work or an additional services agreement, as well as on
an initial understanding of the work required, as detailed in the scope of work, and that the scope
The work required may change as the client's understanding of their own requirements changes.
- 7.3 WHALES TEAM web-studio reserves the right to increase the price if:
- 7.3.1 displacement of scope boundaries by the client;
- 7.3.2 any assumptions made in Part 1 (Commercial Terms Sheet) scope of work or agreement to
additional services are or become incorrect or change over time;
- 7.3.3 if the customer requires additional amendments to the results of work not specified in the scope
works;
- 7.3.4 when a client approves a result and subsequently changes their mind, resulting in additional
time;
- 7.3.5 provision of additional services;
- 7.3.6 renewal of services;
- 7.3.7 if the client delays providing any information required by WHALES TEAM web-studio, or fails to
fulfills any obligations of the client under this agreement.
- 7.4 Any increase in value in accordance with clause 7.3 must be calculated and charged on
time and material basis at the current WHALES TEAM web-studio tariffs and billed to the client, if
otherwise not specified in the agreement of the two parties.
- 7.5 WHALES TEAM web-studio rates may change from time to time.
- 7.6 In the event that WHALES TEAM web-studio incurs costs or costs of third parties in the provision of services, it
must notify the customer in advance. The invoice for expenses or expenses of third parties is issued to the client after
completion of the scope of work during which they were incurred, and is charged at the rate established
relevant third party.
8. Payment
- 8.1 WHALES TEAM web-studio invoices the client in accordance with any milestone payments specified in
Part 1 (Commercial Terms Sheet) or in any additional service agreement, and includes them. If a
not otherwise agreed in Part 1 (Commercial Terms Sheet) or in any agreement on additional
services where milestone payments are agreed upon, the final payment must be made upon completion
results or providing files or generated assets.
- 8.2 The client must pay the cost of services payable by WHALES TEAM web-studio.
- 8.3 All prices and other charges are inclusive of value added tax and any similar taxes.
- 8.4 If the Client is unable to make any payment under this agreement or any
by another agreement between the parties, WHALES TEAM web-studio has the right to:
- 8.4.1 suspend all or any services, including the deletion of the results before they are paid;
- 8.4.2 And the amount at the established rate must be paid;
- 8.4.3 withhold any deposit already made by a customer.
- 8.5 Pending payment in full of all amounts due from the client, WHALES TEAM web-studio reserves
is the ownership of any aspect of the services and results that would otherwise be
would be the property of the client.
- 8.6 The time of payment of the cost (or any part thereof) matters.
- 8.7 Customer must pay all amounts due to WHALES TEAM web-studio in full without any
set-offs, reductions, cross-claims, deductions or deductions of any kind, except as
provided by law.
9. Guarantees
- 9.1 Each party guarantees the other:
- 9.1.1 that it has full authority and authority to enter into and perform this agreement and not
entered into any agreement that is in any way inconsistent with this agreement or
hinder, limit its ability to fulfill its obligations under this agreement;
- 9.1.2 (except when WHALES TEAM web-studio provides results that include client-side
content) that he has sufficient rights (including intellectual property rights) to the items,
which must be delivered in accordance with this agreement in order to be able to use
rights set forth in this agreement and various obligations. must be met, and that
it has obtained and will maintain and renew, as the case may be, all necessary licenses,
permissions and consents that are necessary for the full implementation of this agreement.
- 9.2 The client guarantees that the content of the client is sufficient for WHALES TEAM web-studio to
perform its obligations under this Agreement, and acknowledges that WHALES TEAM web-studio will not be liable
no liability for customer content.
- 9.3 If Customer has not instructed WHALES TEAM web-studio to provide hosting services, Customer warrants that
he has enough resources, experience to post the results properly.
- 9.4 WHALES TEAM web-studio makes no warranties regarding the quality, stability, or reliability of any
third-party software, plugins, content management systems (CMS), interfaces
application programming (API) or other third parties. If a third party provided
code (open source or otherwise) for deliverables for any purpose,
provided by WHALES TEAM web-studio or otherwise. The Client acknowledges that WHALES TEAM web-studio cannot
control changes or other modifications that may be made to third party software
provision by the respective third party provider after the date on which it was installed in
results, and therefore, it is provided at your own risk.
- 9.5 WHALES TEAM web-studio makes no guarantee that errors caused by browser updates or
devices that appeared after the end of the provision of services.
10. Intellectual Property Rights
- 10.1 All intellectual property rights to the results and any methodologies and technologies
used or provided by WHALES TEAM web-studio for results and services remain the property of WHALES TEAM
web-studio.
- 10.2 If any IPRs are acquired by a client from WHALES TEAM web-studio, they become the property of the client.
- 10.3 Subject to the client's compliance with the terms of this agreement and payment of the cost, WHALES TEAM web-studio hereby
grants the customer a free, non-transferable, worldwide, non-exclusive license to use
results and all IPR in the results in their activities.
- 10.4 WHALES TEAM web-studio recognizes that ownership of any client content remains with the client
or its licensors. the client grants WHALES TEAM web-studio a non-exclusive license to use
client content for the purpose of providing services.
- 10.5 WHALES TEAM web-studio disclaims any and all moral rights regarding copyright, industrial designs and
patents, in respect of any copyrighted works created for a client in
in accordance with this agreement.
- 10.6 Nothing in this agreement prevents WHALES TEAM web-studio from using any experience gained
or developed in the course of this agreement, to provide services to other companies from
your name.
- 10.7 None of the rights or licenses granted by WHALES TEAM web-studio to the client shall be sub-licensed
customer without prior consent.
11. Support and maintenance
- Unless otherwise specifically stated in Part 1 of the Scope of Work (List of Commercial Terms) or in the agreement
about additional services, WHALES TEAM web-studio will not provide the Client with support services or
service.
12. Moving data
- 12.1 If WHALES TEAM web-studio has agreed to help the client with data migration, this fee will be charged at
in accordance with the current rates that WHALES TEAM web-studio informed the client.
- 12.2 The Client acknowledges that given the nature of the data transmission, WHALES TEAM web-studio cannot guarantee
How long will the data transfer process take? Any indication that WHALES TEAM web-studio is valid
gives the client as to the duration of this process, is only an approximation and is subject to
constant revision.
13. Hosting Services
- 13.1 If WHALES TEAM web-studio has agreed to host the results, they must be
provided using the servers of third party ISPs.
- 13.2 WHALES TEAM web-studio will use reasonable efforts to select reputable third party
Internet Service Providers, but is not responsible for any unavailability or interruption in the provision of
results caused by a third party ISP, its servers, other equipment, networks or
any public network.
- 13.3 Sometimes it may be necessary for WHALES TEAM web-studio to transfer results to another third party
ISP.
- 13.4 Either party may terminate the provision of hosting services, subject to prior
three months notice.
- 13.5 Hosting fees are charged on a monthly basis in accordance with the current rates that the company
WHALES TEAM web-studio informs the client.
- 13.6 WHALES TEAM web-studio reserves the right to suspend hosting services at any time,
if the client has not paid any amount in accordance with this agreement.
- 13.7 WHALES TEAM web-studio reserves the right to terminate the provision of hosting services if any
circumstances that prevent the provision of such services, including termination of agreements with
relevant third party Internet Service Providers and providing the customer with another provider if
this is by convention.
14. Disclaimer
- 14.1 Subject to clause 14.4, WHALES TEAM web-studio is liable for any claims arising in
connection with this agreement, results or services, regardless of their occurrence, is limited to
in respect of all claims in the aggregate, in an amount equal to the total amount of the payment.
- 14.2 Notwithstanding any other provision of this agreement, but subject to clause 14.4, WHALES TEAM web-studio
assumes no liability arising from this agreement, the results of activities or services in
links with them, for any:
- 14.2.1 direct or indirect loss or damage:
- (a) profits;
- (b) income;
- (c) business;
- (d) contract;
- (e) possibilities;
- (f) expected savings;
- (g) data;
- (h) benevolence;
- (i) reputation;
- (j) use;
- 14.2.2 consequential loss or damage;
- 14.2.3 claim arising from a claim against a customer by a third party.
- 14.3 The term "whether or not arising" in clause 14.2 covers all causes and effects
giving rise to the liability of WHALES TEAM web-studio arising in connection with this agreement,
results or services, including (i) any misrepresentation at any time, negligence, breach of
statutory, other tort, denial, waiver or other breach of contract, restitution or otherwise;
(ii) arising out of any refund; or (iii) whether they are caused by any complete or
partial failure or delay in the provision of services or results, or defective services or
results.
- 14.4 The exclusions and limitations of liability contained in this agreement apply
whether the loss or damage was foreseeable or whether the client notified WHALES TEAM web-studio
the possibility of great loss or damage, but such exclusion or limitation does not apply, or
limited by law. In particular, nothing in this agreement affects liability:
- 14.4.1 for death or personal injury caused by negligence to the extent prohibited by law on
unfair contract terms;
- 14.4.2 for fraudulent misrepresentation or other fraud;
- 14.4.3 for any breach of obligations arising from the supply of goods and services law.
- 14.5 Except where services or results are sold to a person acting as
consumer (within the meaning of the law on unfair contract terms), all warranties, conditions, terms and
obligations, express or implied, statutory or otherwise, on the part of WHALES TEAM
web-studio in relation to suitability for the purposes of the services not expressly set forth in this
agreement are excluded, except to the extent that such exclusion is prohibited or limited
law.
15. Claim Limitation Period
- 15.1 Any and all claims that the customer may wish to make in connection with this agreement or
relationship with WHALES TEAM web-studio in accordance with this agreement will be prohibited unless the claim is
will commence within one (1) year from the date on which the act or event
cause of complaint, or one (1) year from the date the customer knew or should have
learn, with reasonable care, the facts giving rise to such claims.
16. Force Majeure
- Neither party shall be liable for failure or delay in the performance of its
obligations under this agreement, to the extent that such failure or delay is
the result of any cause or circumstances beyond the reasonable control of that party,
including acts of God, war, civil unrest or industrial dispute and this failure cannot be
it was reasonable to prevent or overcome ("Force Majeure"). If either party fails to comply
its obligations for a period exceeding three (3) months due to force majeure, then
the other party may terminate this agreement by giving one month's written notice.
17. Privacy
- 17.1 During the term of this agreement and for five (5) years thereafter, each party
will treat as confidential all information received relating to, among other things, the business,
finance, technology, and other party's affairs ("Confidential Information").
- 17.2 Each party will use at least the same degree of discretion as it
uses to prevent the disclosure of its own confidential information of the same importance,
to prevent disclosure of the other party's confidential information.
- 17.3 Each party shall promptly notify the other party of any actual or perceived
misuse or unauthorized disclosure of another party's confidential information.
- 17.4 The provisions of this clause 17 do not apply to: (i) information that has become public
public, except as a result of a breach of this clause or any other obligation under
ensuring confidentiality; (ii) information obtained from a third party without violating this
clause or any other obligation of confidentiality; and (iii) information that
must be disclosed to a regulatory or governmental body or court of competent jurisdiction,
empowered to require disclosure.
18. Termination
- 18.1 Either party may terminate this agreement by giving notice to the other party
in one month.
- 18.2 WHALES TEAM web-studio has the right to immediately terminate this agreement by sending the client
written notice:
- 18.2.1 if the customer commits any material breach of the terms of this agreement (including
failure to pay any invoice);
- 18.2.2 if the client (or any person employed by or otherwise associated with the client or acting on
name) behaves in a way that WHALES TEAM web-studio considers (at its sole discretion)
threatening, offensive or otherwise inappropriate;
- 18.2.3 if WHALES TEAM web-studio determines (in its sole discretion) that its relationship with the client has been terminated before
to the extent that it is no longer possible to continue providing services;
- 18.3 Customer may terminate this agreement immediately upon notice to WHALES TEAM
web-studio, the client must immediately notify WHALES TEAM web-studio of such failure in writing, and
upon receipt of such notification, WHALES TEAM web-studio will have a 30-day period to correct the failure.
If a material failure is not corrected within a 30-day period, the Client has the right to terminate
operation of that part of the Services to which the material failure relates. In the event of such termination
the unaffected part of the services will continue to operate in full force.
- 18.4 Either party may terminate the contract if the other party has taken any corporate
actions, statements, orders, procedures or appointments or other steps taken by it in relation to
any composition or arrangement with creditors in general, termination of activities (other than the purpose
bona fide solvent reconstruction or merger scheme), dissolution, administration,
bankruptcy proceedings (administrative or otherwise) or bankruptcy, or if he is unable to pay
their debts as they fall due.
19. Consequences of termination
- 19.1 If this agreement is terminated for any reason, the customer must pay WHALES TEAM immediately
web-studio all costs or expenses of third parties, as well as all other amounts in accordance with this
agreement.
- 19.2 Upon termination of this agreement (other than termination pursuant to clause 18.2)
or upon expiration of hosting services without renewal, if applicable, and upon payment of all
payments due:
- 19.2.1 Customer's continued use of results after termination will be subject to license,
provided in clause 10 and all other relevant terms of this agreement;
- 19.2.2 WHALES TEAM web-studio returns client content to the client and provides an electronic copy
results (including all content);
- 19.2.3 WHALES TEAM web-studio provides such assistance as is reasonably requested by the client for
transferring the results of activities to another hosting service provider chosen by the client, provided that
payment of costs and time reasonably incurred in connection with such transfer. The Client acknowledges that WHALES TEAM
web-studio needs to change the results and this may affect the functionality of the results.
- 19.3 Upon termination of this agreement by WHALES TEAM web-studio in accordance with clause
18.2:
- 19.3.1 licenses granted by WHALES TEAM web-studio to the client in accordance with this agreement,
terminate immediately; and 19.3.2. The Client must cease any use of the results;
- 19.4 Subject to clause 8.5, upon termination (for any reason) of this agreement, each
party must return to the other party all licensed materials and confidential information (and all
copies) of the other party or, at the request of the other party, destroy them.
- 19.5 Termination or expiration of this agreement is without prejudice to
any rights, obligations or remedies of the party acquired prior to termination
(including payment to WHALES TEAM web-studio for all work completed prior to the effective date of termination), and not
affects any provision of this agreement that is expressly intended to be effective
or its continuation after termination or expiration.
- 19.6 Sections 10 (Intellectual Property Rights) and 14 (Limitations of Liability) remain unaffected
after the expiration or termination of this agreement for any reason.
20. Publication
- 20.1 Client agrees that:
- 20.1.1 WHALES TEAM web-studio may refer to the Client as its client in its own advertising
materials;
- 20.1.2 WHALES TEAM web-studio has the right to publish information about the provision of services and results for
client in materials promoting or advertising WHALES TEAM ​​web-studio and its services;
- 20.1.3 if the results are a website, mobile app, or similar:
- (a) WHALES TEAM web-studio may use client content on the WHALES TEAM web-studio website and in other advertising
materials;
- (b) results related web statistics and analytics can be used by WHALES TEAM web-studio in
promotional case studies.
21. Subcontract
- 21.1 Customer agrees that WHALES TEAM web-studio may delegate or subcontract
providing all or any services to such third parties as he deems necessary, without the consent of
client.
- 21.2 Notwithstanding such delegation or subcontracting, WHALES TEAM web-studio remains responsible for
ensuring that the services are performed in accordance with this agreement.
- 21.3 During the term of this agreement and for 18 months thereafter, the customer must
ensure that no other member of his group, directly or indirectly, attempts to solicit, hire
any employee, consultant, subcontractor or officer of WHALES TEAM web-studio.
- 21.4 The Client may not contract directly with any employee, consultant or
subcontractor of WHALES TEAM web-studio.
22. General
- 22.1 Nothing in this agreement shall be construed as creating a partnership, joint
enterprise or employment contract of any kind between the parties, and should not be construed as
granting any authority not expressly set forth in this agreement, or creating
any agency between the parties.
- 22.2 Each party acknowledges that this agreement sets forth the entire agreement and understanding
between the parties and supersedes all prior agreements, understandings and understandings between them,
relating to the subject matter of this agreement. In the event of a conflict between the scope of work and these
conditions, the scope of work shall prevail.
- 22.3 Each party acknowledges that it has not relied on any statement, representation or
understanding that is not an express term of this agreement, and will not have any means
remedy for any statement, representation or understanding that is not expressly
condition, unless it is fraudulently done.
- 22.4 Failure or delay by any party of any right, power or remedy
remedy under this Agreement will not operate as a waiver of this or
any other right, power or remedy, as well as any separate or
partial exercise by either party of any rights, the remedy excludes any
further exercise of any other rights, powers or remedies.
- 22.5 To the extent that any provision of this agreement is held by any court or
competent authority that is invalid, illegal or unenforceable in any jurisdiction, such
provision is not considered part of this Agreement and does not affect its validity, nor
affects the validity, legality or enforceability of this provision in any other jurisdiction.
- 22.6 Nothing in this Agreement shall confer any rights or other benefits, whether under
with the law of contracts (rights of third parties) or otherwise, in favor of any person other than the parties
of this agreement.
- 22.7 Each party shall make every reasonable effort to carry out all such further action,
and execute or enforce all other documents that that party may from time to time
time to claim, the purpose is to provide that party with the full benefit of the assets, rights and benefits that will be
transferred to the other party in accordance with this agreement.
- 22.8 Neither party shall have the right to assign, transfer, charge or license all or any part of
its rights and obligations under this agreement to any third party without the consent of the other
sides.
- 22.9 This agreement shall be construed in accordance with the laws of UK, and the parties
agree that the courts of UK shall have exclusive jurisdiction over all disputes and claims,
arising from it.
- 22.10 The rights and remedies of the parties under this agreement are cumulative and in addition to
any rights and remedies provided by law. Any changes to this agreement
must be in writing and agreed by the parties. This agreement may be
compiled as a copy.
- 22.11 Any notice provided under this agreement may be sent to
as an email attachment to the email address of the intended recipient.
- 22.12 The party's address for delivery of notices is the address specified in Part 1 (List of Commercial
terms), or such other address as a party may indicate in a notice given pursuant to
this item. Notice shall be deemed received 48 hours after the date of posting, or if sent by
e-mail is considered received from the time of sending, provided that it is not sent within
working hours (i.e. between 9.00 and 18.00 on a working day), it will be considered received when it starts
next working time. To confirm the time of dispatch, it is sufficient to prove that the notification was
duly emailed to the email address of the party.