Authorised Users: those employees, agents and independent contractors of the Supplier who are authorised by the Supplier to use the Services and/or The Edge.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Buyer: means purchasers of the Goods and/or Services displayed on The Edge.
Charges: the charges, where applicable, payable by the Supplier for the Services pursuant to the Rate Card and in accordance with clause 7.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.5.
Confidential Information: information that is proprietary or confidential and is clearly labelled as such.
Contract: the contract between Virtualstock and the Supplier for the supply of Services in accordance with these Conditions.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Data: data containing Product information and images.
The Edge: the Virtualstock online supply platform located at market.the-edge.io or other such locations as specified by Virtualstock from time to time.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: an order placed by a User to purchase goods and/or services from the Supplier.
Personal Data: has the meaning given to it under Section 1 of the Data Protection Act 1998 and the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).
Product: the product or service (and ancillary information) published by a Supplier on The Edge.
Rate Card: means the document setting out the fees payable, where applicable, by the Supplier to Virtualstock for the Services, as notified by Virtualstock to the Supplier from time to time.
Service Specific Terms: means any terms & conditions which are supplementary to these terms & conditions and which apply solely to Supplier providing Goods and/or Services to the Buyer.
Services: the subscription service supplied by Virtualstock for use of The Edge or any other platform notified to the Supplier by Virtualstock from time to time.
Subscriptions: the subscriptions used by the Supplier which entitle the Supplier to access and use the Services and The Edge in accordance with these Conditions.
Subscription Form: the form issued to the Supplier following a request for a Subscription by the Supplier.
Supplier: means the entity Virtualstock offer the use of The Edge and on whose behalf the individual accepting these terms is authorised.
Supplier Default: has the meaning set out in clause 5.3.
User: a registered user of The Edge that includes Buyers to whom the goods and services of the Supplier on The Edge will be accessible.
Virtualstock: means Virtualstock Limited registered in England and Wales with company number 05078942.
Virus: any thing or device (including any software, code, file, programme or hardware) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the User experience, including worms, trojan horses, viruses and other similar things or devices.
1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.2 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3 A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 A request for a Subscription constitutes an offer by the Supplier to use the Services in accordance with these Conditions.
2.2 The offer shall only be deemed to be accepted when Virtualstock sends an invitation to the Supplier to register on The Edge. The Supplier must complete all relevant details in the Subscription Form and submit the Subscription Form, at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The subscription term for the Services is twelve (12) months as of the Commencement Date and shall continue thereafter, unless and until terminated earlier in accordance with clauses 7, 10 or 12 or upon either party providing not less than three (3) months’ written notice to the other party, such notice not to expire prior to the end of the initial twelve (12) months (Subscription Term).
2.4 Any samples, drawings, descriptive matter or advertising issued by, and any descriptions or illustrations contained in catalogues, brochures or on The Edge, issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 The Supplier agrees that Virtualstock may amend these Terms & Conditions and the Service Specific Terms at any time by posting the relevant amended and restated terms on the Website. By continuing to use the Services, you agree that the amended terms apply to you.
3. SUPPLY OF SERVICES
3.1 Virtualstock shall supply the Services to the Supplier and make available to the Supplier the use of and access to The Edge in accordance with these Conditions.
3.2 Virtualstock shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not adversely affect the nature or quality of the Services, and the Supplier shall notify the Supplier in any such event.
3.3 Virtualstock warrants to the Supplier that the Services will be provided using reasonable care and skill.
4.1 Subject to clause 12 and the Supplier using the Services in accordance with clauses 2 and 7, the restrictions set out in this clause 4 and these Conditions, Virtualstock grants to the Supplier a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and The Edge solely for making the Supplier’s goods and/or services available to the Users.
4.2 In relation to the Authorised Users, the Supplier undertakes that:
4.2.1 it will not allow or suffer any Subscription to be used by anyone other than Authorised Users;
4.2.2 each Authorised User shall keep a secure password for his use of the Services; and
4.2.3 if any audit reveals that the Supplier has underpaid any applicable Charges to Virtualstock, then without prejudice to Virtualstock’s other rights, the Supplier shall immediately pay to Virtualstock an amount equal to such applicable underpayment as calculated in accordance with the prices set out in the Rate Card within 5 Business Days of the date of the relevant audit.
4.3 The Supplier shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
4.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
4.3.2 facilitates illegal activity;
4.3.3 depicts sexually explicit images;
4.3.4 promotes unlawful violence;
4.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
4.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and Virtualstock reserves the right, without liability or prejudice to its other rights to the Supplier, to disable the Supplier's access to any material that breaches the provisions of this clause.
4.4 The Supplier shall not:
4.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) and except to the extent expressly permitted under these Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of The Edge in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of The Edge; or
4.4.2 access all or any part of the Services in order to build a product or service which competes with the Services and/or The Edge; or
4.4.3 use the Services and/or The Edge to provide services to third parties which are not consistent with clause 4.1 of these Conditions; or
4.4.4 subject to clause 14.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or The Edge available to any third party except the Authorised Users, or
4.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or The Edge, other than as provided under this clause 4.
4.5 The Supplier shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or The Edge and, in the event of any such unauthorised access or use, promptly notify Virtualstock.
4.6 The rights provided under this clause 4 are granted to the Supplier only, and shall not be considered granted to any subsidiary or holding company of the Supplier.
5. SUPPLIER'S OBLIGATIONS
5.1 The Supplier shall:
5.1.1 make all provisions required to access The Edge and maintain the requisite local network internet access and means of updating inventory and other Supplier content on The Edge;
5.1.2 ensure that any Products that it uploads to The Edge shall be true and accurate, to the best of its knowledge, and shall not be defamatory, discriminatory, offensive, obscene, indecent or otherwise unlawful or objectionable;
5.1.3 co-operate with Virtualstock in all matters relating to the Services;
5.1.4 provide Virtualstock, its employees, agents, consultants and subcontractors, with access to the Supplier's premises, office accommodation and other facilities as reasonably required by Virtualstock;
5.1.5 provide Virtualstock with such information and materials as Virtualstock may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
5.1.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
5.1.7 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Virtualstock’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Supplier's network connections or telecommunications links or caused by the internet.
5.2 The Supplier acknowledges that where the Supplier has not provided Virtualstock with an associated Product image, Virtualstock shall at its own discretion, cross-reference the Product item number with its Product database and where a corresponding Product image is found, Virtualstock shall accordingly upload such Product image to The Edge.
5.3 Suppliers wishing to enter into contracts with Buyers must make their own arrangements to do so independently of (and outside of) the Services.
5.4 If Virtualstock’s performance of any of its obligations under these Conditions is prevented or delayed by any act or omission by the Supplier or failure by the Supplier to perform any relevant obligation (Supplier Default):
5.4.1 Virtualstock shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Supplier remedies the Supplier Default, and to rely on the Supplier Default to relieve it from the performance of any of its obligations to the extent the Supplier Default prevents or delays Virtualstock's performance of any of its obligations;
5.4.2 Virtualstock shall not be liable for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from Virtualstock’s failure or delay to perform any of its obligations as set out in this clause 5.3; and
5.4.3 the Supplier shall reimburse Virtualstock on written demand for any costs or losses sustained or incurred by Virtualstock arising directly or indirectly from the Supplier Default.
6. USER CONTENT
6.1 Users of The Edge may be afforded the ability to post reviews, comments and other material; and submit suggestions, ideas, questions, or other information, as long as such User content complies with the Acceptable Use Policy.
6.2 Virtualstock does not (and is not required to) endorse, monitor, verify or validate User content. You acknowledge that User content may contain errors and inaccuracies, and may be incomplete or out of date, and you agree to exercise your own discretion in deciding the extent to which you will verify such information before acting or relying on it. You agree that User content is made available by Virtualstock without any guarantee, condition, representation or warranty of any kind, express or implied, and you agree that Virtualstock shall be not be liable for any errors, inaccuracies, lack of completeness or up-to-date-ness in such User content.
6.3 Notwithstanding the above, Virtualstock reserves the right (but not the obligation) to remove, edit or moderate User content.
6.4 Hold harmless. You agree to hold harmless Virtualstock against any claims or actions brought by third parties alleging that User content posted or published by you infringes their intellectual property rights, or their right to privacy, or is in breach of confidentiality. We also reserve the right to disclose your identity to any such third party.
6.5 By posting or displaying User content (other than the listing by Supplier of Goods and/or Services and related information, you:
6.5.1 grant Virtualstock a non-exclusive, royalty-free and sub-licensable through multiple tiers right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User content throughout the world in any media; and
6.5.2 grant Virtualstock and sub-licensees the right to use the name that you submit in connection with such content, if they choose; and
6.5.3 agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such User content. You agree to waive your right to be identified as the author of such User content and your right to object to derogatory treatment of such User content.
7. CHARGES AND PAYMENT
7.1 The Charges for the Services shall be calculated in accordance with Virtualstock the then current Rate Card.
7.2 Where applicable, the Supplier agrees to pay the Charges, which may include the setup fee, minimum guaranteed monthly fee, integration fees, subscription charges, transaction fees and commission.
7.3 Where applicable, Virtualstock reserves the right to increase the Charges set out in the Rate Card from time to time, provided that such Charges cannot be increased more than once in any 3 month period. Virtualstock will give the Supplier written notice of any such increase 30 Business Days before the proposed date of the increase. If such increase is not acceptable to the Supplier, it shall notify Virtualstock in writing within 5 Business Days of the date of the Virtualstock's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 60 Business Day’s written notice to Virtualstock.
7.4 Virtualstock uses a third party payment processor and will not hold any credit card details or any financially sensitive information belonging to the Supplier in relation to the payment of any applicable Charges. When Virtualstock collects any applicable Charges or when, if required, the Supplier makes payment, this is directed to a secure third party payment processor’s website, responsibility for which does not rest with Virtualstock.
7.5 All amounts, where applicable, payable by the Supplier under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Virtualstock to the Supplier, the Supplier shall, on receipt of a valid VAT invoice from Virtualstock, pay to Virtualstock such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.6 If for any reason the Supplier fails to make any applicable payment due to Virtualstock and/or Virtualstock is unable to collect the Charges under these Conditions by the due date for payment, then the Supplier shall pay interest on the overdue amount at the rate of 4% per cent per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue Charges, whether before or after judgment. The Supplier shall pay the interest together with the overdue amount.
7.7 The Supplier shall pay all applicable amounts due under these Conditions in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Virtualstock may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by Virtualstock to the Supplier.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Intellectual Property Rights in or arising out of or in connection with the Services and/or The Edge shall be owned by Virtualstock. All software and algorithms used in connection with the Service and/or The Edge are the property of Virtualstock or their software suppliers and are protected by copyright laws. Virtualstock and the other logos shown on The Edge are trademarks, service marks and/or trading names of Virtualstock or its suppliers and protected by applicable intellectual property legislation.
8.2 The Supplier acknowledges that, in respect of any third party Intellectual Property Rights, the Supplier's use of any such Intellectual Property Rights is conditional on Virtualstock obtaining a written licence from the relevant licensor on such terms as will entitle Virtualstock to license such rights to the Supplier.
8.3 The Supplier undertakes not to obtain, access or reproduce, adapt, translate, arrange or make available to any third party, either directly or indirectly, any part of the Services or its contents (including any electronic materials necessary for its operation) except to the extent (if at all) that and for so long as the Supplier is expressly permitted to do so in accordance with these Conditions or in the Supplier’s agreement with associated third parties, or as permitted by any mandatory provisions of law, and undertake to take all necessary steps to prevent unauthorised access to the Services.
8.4 The Supplier acknowledges that civil and criminal penalties may be incurred in the event of any infringement of the copyright and/or other rights in relation to the Services or its contents and that any such infringement by the Supplier may result in incalculable damage and/or loss to Virtualstock, and accordingly the Supplier agrees that, in addition to any other right or remedy of Virtualstock, Virtualstock shall be entitled to seek immediate injunctive relief to restrain any actual or apprehended infringement thereof, the Supplier undertakes to indemnify Virtualstock in full, against all direct loss and damage (together with any reasonable costs and expenses thereto) incurred by Virtualstock by reason of any such infringement by the Supplier.
9. DATA, PRIVACY AND CONFIDENTIALITY
9.3 The Supplier must ensure that Users do not include any information about the recipients to whom Goods or Services are to be provided. In particular, no sensitive personal data including but not limited to information about the individual or their health may be posted to The Edge.
9.4 The Supplier enters into direct contractual relationships with other Users concerning the delivery and use of the Data and/or any Personal Data on The Edge through the Services. The Supplier confirms that Virtualstock is authorized on the Supplier’s behalf to receive and use the Data and/or any Personal Data, relay it onto The Edge, process the same and make it available to Users. Accordingly, Virtualstock shall have the right to store, use, reformat and distribute and otherwise process such Data and/or any Personal Data to The Edge through the Services.
9.5 The Supplier accepts that they shall be responsible for providing the Data and/or any Personal Data, or such instructions as are appropriate to associated third parties to deliver Data and/or any Personal Data to, or arrange for the collection of, such Data and/or any Personal Data by Virtualstock in a description and format that is suitable for the Services.
9.6 The Supplier shall enter into transactions with User(s) and/or third parties and accepts and acknowledges that Virtualstock has no liability for the fulfilment of any such transactions and/or the associated protection and processing of such Data and/or any Personal Data by the Supplier in such transactions, all of which shall be the sole responsibility of the Supplier and the User(s) or third parties.
9.7 Virtualstock shall only process such Personal Data belonging to any Users who are employed or engaged by the organisations they represent as shall be reasonably necessary for Virtualstock to perform the Services. Unless otherwise agreed between Virtualstock and the Supplier, such Personal Data shall be limited to names, addresses, telephone numbers and email addresses of the Users.
9.8 The Supplier warrants that the Supplier has obtained all necessary consents or have otherwise satisfied the fair and lawful processing requirements under the Data Protection Act 1998 with regard to the Supplier handling data subjects’ Personal Data for which the Supplier is responsible insofar as it relates to the disclosing of such Personal Data to Virtualstock for the purpose of providing the Services.
9.9 Virtualstock will create analytics and market trends from data collected from within its system. Information used to create those analytics and market trends will contain no information from which Users can be identified. Personal Data shall not be included in any data analytics. With regards information which may have originally constituted Personal Data, only the first 3 or 4 digits of postcodes of individual Users will be used for the purposes of data analysis.
9.10 The Supplier agrees that Virtualstock may share both the identity of the Supplier as a user of the Virtualstock solution and data collected from its systems with NHS Shared Business Services Limited company number 5280446.
9.11 The Supplier acknowledges that the Data and/or any Personal Data provided by Users may include information on stock levels and product availability, updates on product assortment to reflect new product introductions and discontinuations, and where appropriate the mark-up or margin percentage increases to the cost prices provided by associated third parties according to the business rules agreed with the Supplier.
9.12 The Supplier accepts and acknowledges that Virtualstock shall have no responsibility for the accuracy of the Data or any Personal Data.
9.13 The Supplier shall defend, indemnify and hold harmless Virtualstock against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Supplier's disclosure of such Personal Data to Virtualstock for the purpose of providing the Services.
9.14 Both Virtualstock and the Supplier will each hold in confidence, shall use only for the purposes of the Services and shall not (other than as may be required by law or in accordance with the order of any competent court or tribunal or recognised listing authority) disclose to any third party any Confidential Information of the other.
9.15 The User directory is confidential to Virtualstock and may not be disclosed (in whole or part) to Suppliers or third parties without Virtualstock’s prior written permission.
9.16 The Supplier directory, except what is published on The Edge is confidential to Virtualstock and may not be disclosed (in whole or part) to third parties without Virtualstock’s prior written permission.
10.1 The Supplier shall defend, indemnify and hold harmless Virtualstock against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Supplier's use of the Services, provided that:
10.1.1 the Supplier is given prompt notice of any such claim;
10.1.2 Virtualstock provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
10.1.3 the Supplier is given sole authority to defend or settle the claim.
10.2 Virtualstock shall defend the Supplier, its officers, directors and employees against any claim that the Services infringe any United Kingdom patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Supplier for any amounts awarded against the Supplier in judgment or settlement of such claims, provided that:
10.2.1 Virtualstock is given prompt notice of any such claim;
10.2.2 the Supplier provides reasonable co-operation to Virtualstock in the defence and settlement of such claim, at Virtualstock's expense; and
10.2.3 Virtualstock is given sole authority to defend or settle the claim.
10.3 In the defence or settlement of any claim, Virtualstock may procure the right for the Supplier to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Supplier without any additional liability or obligation to pay liquidated damages or other additional costs to the Supplier.
10.4 In no event shall Virtualstock, its employees, agents and sub-contractors be liable to the Supplier to the extent that the alleged infringement is based on:
10.4.1 a modification of the Services by anyone other than Virtualstock; or
10.4.2 the Supplier's use of the Services in a manner contrary to the instructions given to the Supplier by Virtualstock; or
10.4.3 the Supplier's use of the Services after notice of the alleged or actual infringement from Virtualstock or any appropriate authority.
11. LIMITATION OF LIABILITY
11.1 Nothing in the Contract shall limit or exclude either party’s liability for:
11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
11.2 Subject to clause 11.1, Virtualstock shall not be liable to the Supplier, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the Contract for:
11.2.1 loss of profits;
11.2.2 loss of sales or business;
11.2.3 loss of agreements or contracts;
11.2.4 loss of anticipated savings;
11.2.5 loss of use or corruption of software, data or information;
11.2.6 loss of damage to goodwill; and
11.2.7 any indirect or consequential loss.
11.3 Subject to clause 11.1, Virtualstock’s total liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total of any applicable Charges paid under the Contract in the 12 months preceding the date of such a breach, or in the event that no Charges have been paid under the Contract by the Supplier, the sum of £500.
11.4 Virtualstock does not vet, endorse or recommend any Users or Products or make any warranties or representations in respect of any User or Products. The Supplier is encouraged to carry out their own due diligence in respect of those with whom they wish to transact.
11.5 Virtualstock cannot be held responsible for any delays that result from the failure of any User that the Supplier transacts with to deliver or provide access to Data and/or any Personal Data. The Supplier is responsible for adequate protection and back up of data and/or equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses, or other destructive properties. Virtualstock makes no representations or warranties regarding the accuracy, functionality or performance of any third party software that may be used by the Supplier or any User that the Supplier transacts with in connection with the Services.
11.6 Virtualstock is not liable or responsible for the actions of the Supplier or for the quality or safety of the Supplier’s Products or the accuracy of the Supplier’s Product descriptions.
11.7 Whilst Virtualstock has taken reasonable steps to ensure the accuracy, currency, availability, correctness and completeness of the information contained on the Services and supplied by Virtualstock, information is provided on an “as is”, “as available” basis and Virtualstock does not give or make any warranty or representation of any kind, whether express or implied, in relation to that information. The Supplier acknowledges that the internet is not a 100% secure medium for the communication of information.
11.8 As part of the Services which Virtualstock provides, Virtualstock maintains and operates the ‘Virtualstock’ software which matches product part number data given to it by or on behalf of the Supplier to enable Users to use the Services. Virtualstock has no relationship with or obligation to, and accepts no liability arising out of these Services to any other party. In addition, Virtualstock does not accept any liability arising out of any use, disclosure or publication of the Data and/or any Personal Data made or not made by Users or arising from any inaccuracies in the Data and/or any Personal Data not caused by the negligence of Virtualstock. You acknowledge and agree that you are solely responsible for procuring and using the Data and/or any Personal Data. You release Virtualstock from all liability for obtaining, processing and using the Data and/or any Personal Data.
11.9 You agree to hold harmless Virtualstock against any claims or actions brought by third parties alleging that materials posted or uploaded by you infringe their intellectual property rights, or their right to privacy, or are in breach of confidentiality. We also reserve the right to disclose your identity to any such third party.
11.10 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.11 This clause 11 shall survive termination of the Contract.
12. SUSPENSION & TERMINATION
12.1 In the event that the Supplier breaches its obligations, Virtualstock reserves the right to suspend the Services including access to The Edge. Suspension will affect Users ability to use The Edge to communicate Orders to the Supplier as well as the Authorised Users’ access to The Edge.
12.2 Without limiting its other rights or remedies, Virtualstock may terminate the Contract at any time by giving the Supplier 60 Business Day’s written notice.
12.3 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.3.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of that party being notified in writing to do so;
12.3.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.3.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.3.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.4 Without limiting its other rights or remedies, Virtualstock may terminate the Contract with immediate effect by giving written notice to the Supplier if:
12.4.1 the Supplier fails to pay any applicable amount due under the Contract on the due date for payment and remains in default not less than 15 Business Day’s days after being notified to make such payment; or
12.4.2 there is a change of Control of the Supplier.
12.5 Without limiting its other rights or remedies, Virtualstock may suspend provision of the Services under the Contract or any other contract between Virtualstock and the Supplier if the Supplier becomes subject to any of the events listed in clause 12.3.2 to clause 12.3.4 or Virtualstock reasonably believes that the Supplier is about to become subject to any of them, or if the Supplier fails to pay any applicable amount due under this Contract on the due date for payment.
13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Contract for any reason:
13.1.1 the Supplier shall immediately pay to Virtualstock all of the Supplier's outstanding unpaid Charges (if any) and any interest;
13.1.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
13.1.3 clauses which expressly or by implication survive termination shall continue in full force and effect.
13.2 Virtualstock shall afford the Supplier ten (10) Business Days within which the Supplier may download or export its Data to another platform.
14.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
14.2 Assignment and other dealings.
14.2.1 The Supplier shall not at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent without the written consent of Virtualstock.
14.2.2 Virtualstock may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent without the written consent of the Supplier.
14.3.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 14.3.2.
14.3.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
14.4 Entire agreement.
14.4.1 This agreement, and those agreements reference herein, constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.4.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
14.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
14.6.1 waive that or any other right or remedy; or
14.6.2 prevent or restrict the further exercise of that or any other right or remedy.
14.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, email.
14.8.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause
14.8.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
14.8.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.9 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.
14.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
14.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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