BTM LAB shall use reasonable endeavours to provide the Services to the Customer in all material respects, subject to these terms
BTM LAB does not warrant that the performance of the Services will produce any particular level of return for the Customer and
the Customer acknowledges that no representations have been made to it in this regard which have induced it to enter into this Agreement.
The Seller hereby authorizes the Company to advertise the Property in any medium including the Internet, and if deemed appropriate by the Company, to publish, display and distribute any descriptive advertisement relating to the Property. The Seller acknowledges and agrees that it is not a breach of the Company’s duty to the Seller if the publication of authorized information relating to the Property results in the information becoming known to members of the public, including a prospective buyer and agents of a buyer; authorizes the Company to use, disclose and retain personal and property information provided for purposes relating to the listing and marketing of the property;
BTM LAB will collect the payment on behalf of the customer, and transfer the amount less commission agreed to the client within max. 5 working days after receipt of payments from clients or platforms.
Customer Obligations and Responsibilities
The Customer agrees to honour all reservations made as a result of the provision of these Services at the rates and conditions applicable at the time the reservations were made. If the Customer fails to honour such reservations, it will indemnify BTM LAB from and against any and all claims arising out of such failure. The Customer warrants that it is a company duly incorporated and validly existing under the laws of its jurisdiction or formation and has the requisite power and authority to enter into and perform all its obligations under this Agreement.
The Customer shall indemnify and hold the Supplier harmless against all Losses it suffers as a result of the Customer's breach of clauses
The Customer will use the designated GOS chain code provided by BTM LAB.
The Customer shall keep in strict confidence all BTM LAB technical or commercial know-how, processes or initiatives which it comes into possession of through the Services or any other confidential information concerning the Supplier's business or its products which the Customer may obtain. This confidentiality is applicable to the Customer, it’s employees and sub-contractors.
The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data may be processed by and on behalf of BTM LAB in connection with the Services.
In this clause (Data Protection), the terms "personal data", "process", "data controller", "data processor", "data subject" and "supervisory authority" shall have the meanings set out in the Data Protection Legislation.
The Supplier (the data processor) is appointed by Customer (the data controller) to process Customer Data on behalf of Customer to the extent necessary to provide the Services and in with such other reasonable and lawful written instructions as the Customer may issue from time to time.
Each party shall comply with its obligations under the Data Protection Legislation in respect of any personal data it processes under, or in relation to, this Agreement. The Customer hereby consents to the Supplier engaging subcontractors to process the Customer Personal Data on its behalf. The Supplier shall ensure Sub-processors are subject to contractual obligations which are the same as or equivalent to those imposed on the Supplier under this Agreement. The Supplier acknowledges and agrees that it shall remain liable to the Customer for the acts and omissions of a Sub-processor and other subsequent third-party processors appointed by it.
The Agreement shall become effective on the Commencement Date as set out in the Schedule and shall be automatically renewed if not cancelled within 30 days before the Expiration Date..
The Supplier shall retain ownership of all Intellectual Property Rights in the Background IPR. The Customer or its licensors shall retain ownership of all Intellectual Property Rights in the Customer Property (including any Modifications to such Intellectual Property Rights).
Mutual IPR Indemnity
Each party (as the "Indemnifying Party") hereby agrees to indemnify and hold harmless the other party (the "Indemnified Party") and the Indemnified Party's Affiliates and their respective officers, employees, agents, contractors, successors and assigns (such persons and the Indemnified Party together referred to as the "Indemnified Persons")against all Relevant Losses which arise out of, or in connection with, any Third Party IPR Claim (the "Indemnity").
Nothing in this Agreement shall prevent either party from using any skills, techniques, methodologies or know-how acquired in connection with the Services and/or Deliverables or otherwise in connection with this Agreement provided always that such use does not constitute a breach of the non-disclosure obligations in clause(Confidential Information).
Without prejudice to any rights that have accrued under this Agreement or any other of its rights or remedies under common law, either party may terminate the Agreement with immediate effect if at any time the other party: commits any material Default (or series of Defaults which together amount to a material Default) and fails to remedy the material Default within thirty (30) days of being notified in writing of the Default by the non-defaulting party; commits any material Default which is incapable of remedy; or becomes subject to an Insolvency Event.
In addition to its rightsthe Supplier shall be entitled to terminate the Agreement with immediate effect by giving written notice to Customer if the Customer: (i) fails to pay any undisputed Fees by the relevant due date and fails to remedy such failure within ten (10) Business Days of written notification of the failure from the Supplier; or (ii)becomes, or indicates that it will become, subject to a change of Control.
Limitation of Liability
BTM LAB shall not be liable for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of contract; or loss of corruption data or information or any special. indirect.
The following clauses shall survive termination or expiry of this Agreement: clauses Confidential Information; Data Protection; Intellectual Property; Insurance and Liability; Entire Agreement; Governing Law and Jurisdiction.
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement to the extent such delay or failure result from events, circumstances or causes beyond its reasonable control (provided it has used reasonable steps to prevent the occurrence of such event, circumstance or cause). In such circumstances the affected party shall be entitled to a reasonable extension of time for performing such obligations.
No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
If any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable then the remaining provisions of this Agreement shall continue in full force and effect. The judicial or other competent authority making such determination shall have the power to limit, construe or reduce the duration, scope, activity and/or area of such provision, and/or delete specific words or phrases as necessary to render, such provision enforceable.
This Agreement and the Schedule constitute the whole Agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.
The Customer shall not, without the prior written consent of BTM LAB, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement. BTM LAB reserves the right to have its obligations in whole or in part performed by qualified third parties.
BTM LAB may at any time assign, transfer, charge, mortgage, subcontract or deal in any other matter with all or any of its rights or obligations under this Agreement. Each party that has rights under this Agreement is acting on its own behalf and not for the benefit of another person.
No Partnership or Agency
Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).