Frooition Branding





01384 480 810
sales@froo.com
Frooition.com Located at
Unit E Silverend Business Park, Brettell Lane, Stourbridge, West Midlands. DY5 3LG. United Kingdom.
10474 Santa Monica Blvd, Suite 200, Stourbridge, Los Angeles. CA 90025. United States.
Frooition Phone: 01384 480810 Phone: 512 831 7600

Frooition Terms & Conditions of Business

PLATFORM DESIGN TERMS AND CONDITIONS


1. INTERPRETATION

1.1. The following definitions shall apply to these Terms.
Business Day: any day (other than a Saturday or Sunday) when banks are generally open for normal business in London.
Charges: the charges in respect of the Services set out in the Specification.
Confidential Information: all information (including all specifications, drawings and designs), where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
Customer: the customer set out on the Specification.
Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
Frooition: Froo.com Limited incorporated and registered in England and Wales with company number 05902288 whose registered office is at Unit E Silver End Business Park, Brettell Lane, Brierley Hill, West Midlands, DY5 3LG, trading as Frooition.
Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
Services: the design and development services to be provided by Frooition pursuant to these Terms as set out in the Specification.
Specification: the specification set out in the order form and/or Frooition's invoice for the Services and to which these terms are attached, as applicable.
Store and Listing Template: The eBay store and listing template to be designed and developed by Frooition pursuant to these terms.
1.2. Clause headings shall not affect the interpretation of these Terms.
1.3. In the event that the provisions set out in these Terms conflict with the Specification, the Specification shall prevail.

2. SERVICES


2.1. Frooition shall provide the Services in accordance with the Specification.
2.2. Frooition shall prepare and provide the Customer with previews of the Store and Listing Template, which shall include such information as the parties agree upon in writing. These previews shall then be approved by the Customer at its reasonable discretion, subject to the below.
2.3. The Customer shall promptly notify Frooition in writing if it believes (acting reasonably) that the templates do not function with or comply with the specification agreed between the parties in writing (Error). Frooition shall use all reasonable endeavours to correct or remedy any Error, providing that it may charge the Customer for carrying out such work where the Error is caused by any failure by the Customer to comply with its obligations under these Terms (including but not limited to any failure by the Customer to provide the information required by Frooition in order to carry out the Services or where the information provided by the Customer is incorrect or incomplete). Frooition shall agree upon any additional charges with the Customer before carrying out any such work. Frooition shall then provide the templates once again for the Customer's approval and the Customer shall inspect the templates once again in accordance with this Clause 2.
2.4. Once the templates have been accepted Frooition shall develop and implement the design into the Customer's account and listings page.
2.5. Acceptance of the templates shall be deemed to have taken place upon the occurrence of any of the following events:
2.5.1. the Customer uses any part of the Store and Listing Template for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
2.5.2. the Customer fails to approve the Store and Listing Template in accordance with Clause 2.2 or to notify Frooition of any Error in accordance with Clause 2.3 within 30 days of being provided with the templates by Frooition in accordance with this Clause 2.

3. CUSTOMER OBLIGATIONS

3.1. The Customer agrees that it shall:
3.1.1. provide Frooition with access to, and use of, all information, data and documentation reasonably required by Frooition for the performance of its obligations under these Terms upon being requested to do so;
3.1.2. ensure that such information, data and documentation is complete and accurate in all material respects; and
3.1.3. notify Frooition of any changes to the information, data and documentation it provides to Frooition where relevant.
3.2. Where Frooition is required to comply with any third party website owner's platform selling policy or similar rules or regulations, the Customer agrees that it shall provide Frooition with all reasonable assistance in ensuring that it is able to comply with the same.
3.3. The Customer shall permit Frooition to place discrete branding (in a single image no bigger than 200x75 pixels, plus text) on any web-store created or designed using the Services, the wording of which shall be as set out in the Specification. The Customer agrees that it shall not remove, cover or otherwise interfere with this branding, and that it has no claim over any revenues derived by Frooition from such branding.

4. PAYMENT

4.1. Frooition shall issue a VAT invoice in respect of the Charges, and the Customer shall pay to Frooition the Charges in accordance with the timescales set out in the Specification, unless the Customer raises a genuine dispute in writing before payment falls due (in which case the Customer shall promptly provide all reasonable assistance to help Frooition resolve such disputes). All Charges are exclusive of VAT.
4.2. The Store and Listing Template will not be permitted to operate in a live environment until the payments specified in the Specification have been received by Frooition in full.
4.3. If the Customer wishes to cancel the Services then it shall be entitled to the following refund:

Timescale Refund
Within 7 days of placing an order for the Services All monies paid by the Customer in respect of such Services less a £100 / $150 US administration fee
More than 7 days after placing an order but prior to a preview being signed off by the Customer 50% of monies paid by the Customer in respect of such Services
Once a preview has been signed off by the Customer No refund available


5. WARRANTIES

5.1. The Customer warrants that it has permission to provide the materials it provides to Frooition.
5.2. Frooition warrants that:
5.2.1. it shall provide the Services:
5.2.1.1. in accordance with the Specification;
5.2.1.2. in accordance with any and all applicable laws, regulations and statute;
5.2.1.3. with reasonable care and skill; and
5.2.1.4. in accordance with generally recognised commercial practices and standards; and
5.2.2. the Store and Listing Template will perform substantially in accordance with the Specification for a period of 30 days from acceptance in accordance with Clause 2. If the Store and Listing Template does not so perform, Frooition shall, for no additional charge, carry out any work necessary in order to ensure that the Store and Listing Template substantially complies with the specification.
5.3. The warranty set out in Clause 5.2 shall not apply to the extent that any failure of the Store and Listing Template to perform substantially in accordance with the specification is caused by any act or omission of the Customer or any third party (including but not limited to any third party website owner).
5.4. Frooition cannot warrant that changes made by a third party website owner (such as eBay) to its website platform will not affect the Services, and Frooition shall not be liable for any damage or loss suffered by the Customer as a result of such changes.
5.5. These Terms and the documents referred to in them set out the full extent of Frooition's obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into these Terms or any collateral contract (whether by statute or otherwise) are hereby excluded.

6. LIABILITY

6.1. Nothing in these Terms shall operate to exclude or limit either party's liability for:
6.1.1. death or personal injury caused by its negligence;
6.1.2. fraud; or
6.1.3. any other liability which cannot be excluded or limited under applicable law.
6.2. Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
6.3. Subject to Clause 6.1, each party's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with these Terms or any collateral contract shall in no circumstances exceed 125% of the total Charges payable by the Customer to Frooition under these Terms, or such other amount as may be set out in the Specification. This limit shall not apply to Clause 7.4, which shall be limited to the amount that Frooition is successfully able to claim under its insurance.
6.4. Frooition shall take out and maintain such insurance policies as may be set out in the Specification.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Unless otherwise stated, Frooition (or its licensors) own all Intellectual Property Rights in the Services and all material it provides to the Customer. Use of this material is permitted only where expressly authorised by Frooition but Frooition hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Store and Listing Template.
7.2. The Customer shall retain the Intellectual Property Rights in any and all materials provided by it to Frooition. However, the Customer shall grant to Frooition a non-exclusive, royalty-free licence to use such material as far as is necessary for Frooition to carry out the Services (and for no other purpose). Frooition shall cease use of any and all materials provided by the Customer upon the termination of expiry of this Agreement.
7.3. The Customer shall indemnify Frooition against all damages, losses and expenses arising as a result of any action or claim that the information, documentation or materials the Customer provides infringes the Intellectual Property Rights of a third party.
7.4. Frooition shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Store and Listing Template or any information, documentation or materials Frooition provides infringes any Intellectual Property Rights of a third party other than infringements referred to in Clause 7.3 or where the action or claim arises out of Frooition's compliance with any designs, specifications or instructions provided by the Customer.
7.5. The indemnities in Clause 7.2 and Clause 7.3 are subject to the following conditions:
7.5.1. the indemnified party promptly notifies the indemnifier in writing of the claim;
7.5.2. the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;
7.5.3. the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
7.5.4. the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

8. TERM AND TERMINATION

8.1. These Terms shall commence on the date Frooition accepts the Specification and shall (subject to earlier termination pursuant to this Clause 8) terminate automatically on completion of the Services and payment of all outstanding sums.
8.2. Either party may terminate these Terms immediately at any time by written notice to the other party if:
8.2.1. that other party commits any material breach of its obligations under these Terms which (if remediable) is not remedied within 14 days after the service of written notice specifying the breach and requiring it to be remedied;
8.2.2. that other party ceases to trade (either in whole, or as to any part or division involved in the performance of these Terms);
8.2.3. that other party becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party;
8.2.4. a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that other party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;
8.2.5. the ability of that other party's creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party's creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
8.2.6. any process is instituted which could lead to that other party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
8.3. The Customer may terminate the Services at any time on providing Frooition with no less than seven days' prior written notice. Any deposit paid by the Customer shall be non-refundable in such instances (providing that this shall not apply where the Customer terminates this Agreement in accordance with Clause 8.2 above).
8.4. On expiry or termination of these Terms:
8.4.1. each party shall immediately cease to use any and all materials belonging to the other party and promptly return the same to the other party; and
8.4.2. all provisions of these Terms shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

9. CONFIDENTIALITY

9.1. Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
9.2. Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
9.3. The obligations set out in this Clause 9 shall not apply to Confidential Information which the receiving party can demonstrate:
9.3.1. is or has become publicly known other than through breach of this clause;
9.3.2. was in possession of the receiving party prior to disclosure by the other party;
9.3.3. was received by the receiving party from an independent third party who has full right of disclosure;
9.3.4. was independently developed by the receiving party; or
9.3.5. was required to be disclosed by governmental authority.

10. NOTICES

10.1. Any notice given under these Terms shall be in writing and delivered personally or sent by pre-paid first-class post, recorded delivery, registered post, fax or email to the address, fax number or e-mail address set out in the Specification (or such other person, address, fax number or e-mail address as the receiving party may have notified to the other); and
10.2. A notice is deemed to have been received:
10.2.1. if delivered personally, at the time of delivery;
10.2.2. in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next Business Day;
10.2.3. in the case of pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting;
10.2.4. in the case of registered airmail, five days from the date of posting; or
10.2.5. if deemed receipt under the previous paragraphs of this Clause 10.2 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.

11. GENERAL

11.1. Neither party shall be permitted to make any media release or public announcement relating to this Agreement unless and until it has explicitly asked the other party in writing and obtained the other party's written consent to the same. Frooition shall however be permitted to place an example of the Customer's store design within its client portfolio on its website for promotional purposes.
11.2. A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under these Terms shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall not be liable for any loss or damage incurred by the other party as a result of a Force Majeure Event providing it complies with its obligations under this clause.
11.3. Neither party may assign or transfer any of its rights or obligations under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
11.4. These Terms (and the documents referred to in them) set out the entire agreement between the parties. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to these Terms except as expressly stated in these Terms (or the documents referred to in them).
11.5. These Terms are made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
11.6. A variation of these Terms shall be in writing and signed by or on behalf of both parties to these Terms.
11.7. A waiver of any right under these Terms is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
11.8. If any provision in these Terms is deemed invalid, void or unenforceable, that term shall be deleted from these Terms and such deletion shall not affect the validity or enforceability of the remaining provisions.
11.9. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
11.10. Any legal proceedings instituted against the Customer by Frooition shall be brought in the courts of the Customer's country/state of domicile and any legal proceedings against Frooition by the Customer shall be brought in the courts of England and Wales. These Terms and such proceedings shall be governed by the laws of England and Wales and each party agrees to submit to the jurisdiction of the courts as set out above.



WEBSITE DESIGN TERMS AND CONDITIONS

1. INTERPRETATION
1.1. The following definitions shall apply to these Terms.
Business Day: any day (other than a Saturday or Sunday) when banks are generally open for normal business in London.
Charges: the charges in respect of the Services set out in the Specification.
Confidential Information: all information (including all specifications, drawings and designs), where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
Content: the content and material to be provided by Frooition to be placed on the Website in accordance with these Terms and the Specification.
Customer: the customer set out on the Specification.
Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
Frooition: Froo.com Limited incorporated and registered in England and Wales with company number 05902288 whose registered office is at Unit E Silver End Business Park, Brettell Lane, Brierley Hill, West Midlands, DY5 3LG trading as Frooition.
Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
Services: the design and development services to be provided by Frooition pursuant to these Terms as set out in the Specification.
Specification: the specification set out in the Specification and/or Frooition's invoice for the Services and to which these terms are attached, as applicable.
Website: the website to be designed and developed by Frooition pursuant to these Terms as specified in the Specification.
1.2. Clause headings shall not affect the interpretation of these Terms.
1.3. In the event that the provisions set out in these Terms conflict with the Specification, the Specification shall prevail.

2. SERVICES
2.1. Frooition shall provide the Services in accordance with the Specification.
2.2. Frooition shall prepare and provide the Customer with previews of the Website's template, which shall include such information as the parties agree upon in writing. These previews shall then be approved by the Customer at its reasonable discretion, subject to the below.
2.3. The Customer shall promptly notify Frooition in writing if it believes (acting reasonably) that the templates do not function with or comply with the specification agreed between the parties in writing (Error). Frooition shall use all reasonable endeavours to correct or remedy any Error, providing that it may charge the Customer for carrying out such work where the Error is caused by any failure by the Customer to comply with its obligations under these Terms (including but not limited to any failure by the Customer to provide the information required by Frooition in order to carry out the Services or where the information provided by the Customer is incorrect or incomplete). Frooition shall agree upon any additional charges with the Customer before carrying out any such work. Frooition shall then provide the templates once again for the Customer's approval and the Customer shall inspect the templates once again in accordance with this Clause 2.
2.4. Once the templates have been accepted Frooition shall develop and implement the Content onto the Website.
2.5. Acceptance of the templates shall be deemed to have taken place upon the occurrence of any of the following events:
2.5.1. the Customer uses any part of the Content for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
2.5.2. the Customer fails to approve the templates in accordance with Clause 2.2 or to notify Frooition of any Error in accordance with Clause 2.3 within 30 days of being provided with the templates by Frooition in accordance with this Clause 2.

3. CUSTOMER OBLIGATIONS
3.1. The Customer agrees that it shall:
3.1.1. provide Frooition with access to, and use of, all information, data and documentation reasonably required by Frooition for the performance of its obligations under these Terms upon being requested to do so;
3.1.2. ensure that such information, data and documentation is complete and accurate in all material respects; and
3.1.3. notify Frooition of any changes to the information, data and documentation it provides to Frooition where relevant.
3.2. Where Frooition is required to comply with any third party website owner's platform selling policy or similar rules or regulations, the Customer agrees that it shall provide Frooition with all reasonable assistance in ensuring that it is able to comply with the same.
3.3. The Customer accepts that it is responsible for all actions carried out by it or by any third party (save for any party acting on behalf of or under the instruction of Frooition) through the Website and for complying with any rules, regulations or policies imposed by any other third party website owner.
3.4. The Customer shall permit Frooition to place discrete branding (in a single image no bigger than 200x75 pixels, plus text) on any web-store created or designed using the Services, the wording of which shall be as notified by Frooition to the Customer. The Customer agrees that it shall not remove, cover or otherwise interfere with this branding, and that it has no claim over any revenues derived by Frooition from such branding. [Frooition shall remove such branding promptly from the Website upon the termination or expiry of the maintenance and support services to be provided by Frooition upon completion of the Services.

4. PAYMENT
4.1. Frooition shall issue a VAT invoice in respect of the Charges, and the Customer shall pay to Frooition the Charges in accordance with the timescales set out in the Specification, unless the Customer raises a genuine dispute in writing before payment falls due (in which case the Customer shall promptly provide all reasonable assistance to help Frooition resolve such disputes). All Charges are exclusive of VAT.
4.2. The Content will not be permitted to operate in a live environment until the payments specified in the Specification have been received by Frooition in full.
4.3. If the Customer wishes to cancel the Services then it shall be entitled to the following refund:

Timescale Refund
Within 7 days of placing an order for the Services All monies paid by the Customer in respect of such Services less a £100 / $150 US administration fee
More than 7 days after placing an order but prior to a preview being signed off by the Customer 50% of monies paid by the Customer in respect of such Services
Once a preview has been signed off by the Customer No refund available

5. WARRANTIES
5.1. The Customer warrants that it has permission to provide the materials it provides to Frooition.
5.2. Frooition warrants that:
5.2.1. it shall provide the Services:
5.2.1.1. in accordance with the Specification;
5.2.1.2. in accordance with any and all applicable laws, regulations and statute;
5.2.1.3. with reasonable care and skill; and
5.2.1.4. in accordance with generally recognised commercial practices and standards; and
5.2.2. the Content will perform substantially in accordance with the Specification for a period of 30 days from acceptance in accordance with Clause 2. If the Content does not so perform, Frooition shall, for no additional charge, carry out any work necessary in order to ensure that the Content substantially complies with the specification.
5.3. The warranty set out in Clause 5.2 shall not apply to the extent that any failure of the Content to perform substantially in accordance with the specification is caused by any act or omission of the Customer or any third party (including but not limited to any third party website owner).
5.4. Frooition cannot warrant that changes made by a third party website owner (such as eBay) to its website platform will not affect the Services, and Frooition shall not be liable for any damage or loss suffered by the Customer as a result of such changes.
5.5. These Terms and the documents referred to in them set out the full extent of Frooition's obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into these Terms or any collateral contract (whether by statute or otherwise) are hereby excluded.

6. LIABILITY
6.1. Nothing in these Terms shall operate to exclude or limit either party's liability for:
6.1.1. death or personal injury caused by its negligence;
6.1.2. fraud; or
6.1.3. any other liability which cannot be excluded or limited under applicable law.
6.2. Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
6.3. Subject to Clause 6.1, each party's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with these Terms or any collateral contract shall in no circumstances exceed 125% of the total Charges payable by the Customer to Frooition under these Terms, or such other amount as may be set out in the Specification. This limit shall not apply to Clause 7.4., which shall be limited to the amount that Frooition is successfully able to claim under its insurance.
6.4. Frooition shall take out and maintain such insurance policies as may be set out in the Specification.

7. INTELLECTUAL PROPERTY RIGHTS
7.1. Unless otherwise stated, Frooition (or its licensors) own all Intellectual Property Rights in the Services and all material it provides to the Customer. Use of this material is permitted only where expressly authorised by Frooition but Frooition hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Website.
7.2. The Customer shall retain the Intellectual Property Rights in any and all materials provided by it to Frooition. However, the Customer shall grant to Frooition a non-exclusive, royalty-free licence to use such material as far as is necessary for Frooition to carry out the Services (and for no other purpose). Frooition shall cease use of any and all materials provided by the Customer upon the termination of expiry of this Agreement.
7.3. The Customer shall indemnify Frooition against all damages, losses and expenses arising as a result of any action or claim that the information, documentation or materials the Customer provides infringes the Intellectual Property Rights of a third party.
7.4. Frooition shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Content or any information, documentation or materials Frooition provides infringes any Intellectual Property Rights of a third party other than infringements referred to in Clause 7.3 or where the action or claim arises out of Frooition's compliance with any designs, specifications or instructions provided by the Customer.
7.5. The indemnities in Clause 7.2 and Clause 7.3 are subject to the following conditions:
7.5.1. the indemnified party promptly notifies the indemnifier in writing of the claim;
7.5.2. the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;
7.5.3. the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
7.5.4. the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

8. TERM AND TERMINATION
8.1. These Terms shall commence on the date Frooition accepts the Specification and shall (subject to earlier termination pursuant to this Clause 8) terminate automatically on completion of the Services and payment of all outstanding sums.
8.2. Either party may terminate these Terms immediately at any time by written notice to the other party if:
8.2.1. that other party commits any material breach of its obligations under these Terms which (if remediable) is not remedied within 14 days after the service of written notice specifying the breach and requiring it to be remedied;
8.2.2. that other party ceases to trade (either in whole, or as to any part or division involved in the performance of these Terms);
8.2.3. that other party becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party;
8.2.4. a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that other party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;
8.2.5. the ability of that other party's creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party's creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
8.2.6. any process is instituted which could lead to that other party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
8.3. The Customer may terminate the Services at any time on providing Frooition with no less than seven days' prior written notice. Any deposit paid by the Customer shall be non-refundable in such instances (providing that this shall not apply where the Customer terminates this Agreement in accordance with Clause 8.2 above).
8.4. On expiry or termination of these Terms:
8.4.1. each party shall immediately cease to use any and all materials belonging to the other party and promptly return the same to the other party; and
8.4.2. all provisions of these Terms shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

9. CONFIDENTIALITY
9.1. Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
9.2. Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
9.3. The obligations set out in this Clause 9 shall not apply to Confidential Information which the receiving party can demonstrate:
9.3.1. is or has become publicly known other than through breach of this clause;
9.3.2. was in possession of the receiving party prior to disclosure by the other party;
9.3.3. was received by the receiving party from an independent third party who has full right of disclosure;
9.3.4. was independently developed by the receiving party; or
9.3.5. was required to be disclosed by governmental authority.

10. NOTICES
10.1. Any notice given under these Terms shall be in writing and delivered personally or sent by pre-paid first-class post, recorded delivery, registered post, fax or email to the address, fax number or e-mail address set out in the Specification (or such other person, address, fax number or e-mail address as the receiving party may have notified to the other); and
10.2. A notice is deemed to have been received:
10.2.1. if delivered personally, at the time of delivery;
10.2.2. in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next Business Day;
10.2.3. in the case of pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting;
10.2.4. in the case of registered airmail, five days from the date of posting; or
10.2.5. if deemed receipt under the previous paragraphs of this Clause 10.2 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.

11. GENERAL
11.1. Neither party shall be permitted to make any media release or public announcement relating to this Agreement unless and until it has explicitly asked the other party in writing and obtained the other party's written consent to the same. Frooition shall however be permitted to place an example of the Customer's store design within its client portfolio on its website for promotional purposes.
11.2. A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under these Terms shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall not be liable for any loss or damage incurred by the other party as a result of a Force Majeure Event providing it complies with its obligations under this clause.
11.3. Neither party may assign or transfer any of its rights or obligations under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
11.4. These Terms (and the documents referred to in them) set out the entire agreement between the parties. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to these Terms except as expressly stated in these Terms (or the documents referred to in them).
11.5. These Terms are made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
11.6. A variation of these Terms shall be in writing and signed by or on behalf of both parties to these Terms.
11.7. A waiver of any right under these Terms is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
11.8. If any provision in these Terms is deemed invalid, void or unenforceable, that term shall be deleted from these Terms and such deletion shall not affect the validity or enforceability of the remaining provisions.
11.9. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
11.10. Any legal proceedings instituted against the Customer by Frooition shall be brought in the courts of the Customer's country/state of domicile and any legal proceedings against Frooition by the Customer shall be brought in the courts of England and Wales. These Terms and such proceedings shall be governed by the laws of England and Wales and each party agrees to submit to the jurisdiction of the courts as set out above.


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