Terms of Service
These Terms and Conditions shall apply to the provision of Services by the Supplier to the Customer.
1. Definitions and Interpretation
1.1) In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- "Business Day" - a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
- “Supplier” - means Jaryah Limited a company registered in England under number 12522096;
- “Developer” - means any person who is the subject of an Introduction by the Supplier to the Customer for the purpose of providing the Services;
- “Customer”- the customer placing the Order;
- “Confidential Information” - means any information concerning either Party and relating to its business methods, plans, systems, finances or projects; its trade secrets; its products or services; or any other information which is expressly described as confidential;
- “Introduction” - an introduction of a Developer to a Customer by the Supplier will be deemed to have taken place where the Supplier has introduced a Customer directly or indirectly with any information concerning a Developer;
- “Order” - the Customer’s order for Services, as submitted via the Website;
- “Charges” - the sums payable for the Services, as set out in the Order;
- “Services” - the funnel design & development Deliverables to be provided by the supplier as set out in the Order;
- “Website” - the Supplier’s website from time to time, currently located at gofunnels.io.
1.2) Unless the context otherwise requires, each reference in these Terms and Conditions to:
- “writing”, and any similar expression, includes a reference to any communication effected by electronic transmission or similar means;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- a "Party" or the "Parties" refer to the parties to these Terms and Conditions.
- The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of theseTerms and Conditions.
- Words communicating the singular number shall include the plural and vice versa.
- References to any gender shall include any other gender.
2. Commencement and Duration
2.1) This agreement shall commence on the date on which the Order is placed and shall continue, unless terminated earlier in accordance with clause 6 (Termination), for the following periods:
- if a monthly subscription is purchased, for a period of one month, and thereafter shall automatically renew for successive periods of one month
2.2) The Introduction of a Developer or the commencement of work or provision of services by a Developer for the Customer shall be deemed acceptance of these Terms and Conditions by the Customer.
2.3) These Terms and Conditions contain the entire agreement between the Supplier and the Customer and supersede all previous terms of business, agreement and arrangements.
3. The Supplier’s Obligations
3.1) The Supplier shall endeavour to find suitable and willing Developers to provide such services to the Customer or to notify the Customer if the Supplier believes it is unable to assist with the Customer’s requirements.
3.2) The Supplier shall endeavour to ensure that all Developers introduced to the Customer have the experience, qualifications, and authorisations which are required by the Customer and shall also endeavour to verify the identity of Developers prior to introducing them to the Customer.
3.3) It is the Customer’s responsibility to proof and check any Deliverables provided by the Supplier, and the Supplier shall not be responsible for any loss caused as a result of the Deliverables being inaccurate, incorrect or otherwise containing errors.
3.4) The Supplier shall use reasonable endeavours to supply the Services, and deliver the Deliverables to the Customer, in accordance with this agreement in all material respects.
3.5) The Supplier shall use reasonable endeavours to meet any provided performance dates, but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this agreement.
3.6) The Supplier shall appoint a Developer, Team Manager & Customer Success Manager for the Services. The Supplier shall use reasonable endeavours to ensure that the same person(s) act as contact points throughout the term of this agreement but may replace said person(s) from time to time.
4. The Customer’s Obligations
4.1) The Customer shall provide to the Supplier all information which is reasonably required for the Supplier to provide the Services. The Customer shall use its best endeavours to ensure that such information is complete, accurate and up to date.
4.2) The Customer acknowledges that the Supplier is under no obligation to provide the Services until all required information has been provided by the Customer in accordance with sub-Clause 4.1.
4.3) The Customer shall inform the Supplier immediately in the event that any relevant information changes following the submission of that information to the Supplier.
4.4) Requests for Deliverables will be submitted by the Customer through Slack or as agreed between the Customer and Supplier from time to time.
5.1) The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this agreement after the termination or expiry of this agreement, solicit or entice away from the Supplier or employ or attempt to employ any Developer or person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
6.1) Without affecting any other right or remedy available to it, the Customer may terminate this agreement with immediate effect by cancelling their order through the Website.
6.2) Without affecting any other right or remedy available to it, the Supplier may terminate this agreement:
- with immediate effect if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
- with immediate effect if there is a change of Control of the Customer; and
6.3) On termination or expiry of this agreement:
- the Supplier shall on request return any of the Customer Materials not used up in the provision of the Services; and
- the following clauses shall continue in force: Clause 1 (Definitions), Clause 5 (Non-solicitation), Clause 6 (Termination), Clause 7 (Confidentiality), Clause 8 (Limitation of liability), Clause 9 (Indemnity), Clauses 11 to 15.
6.4) Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
7.1) Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other party;
- not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;
- not make any copies of, record in any way or part with possession of any Confidential Information; and
- ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses above.
7.2) Either Party may disclose any Confidential Information to:
- any sub-contractor or supplier of that Party;
- any governmental or other authority or regulatory body; or
- any employee or officer of that Party or of any of the aforementioned persons;
to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 7.2 above or any authorised employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
- use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is, or has become, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part oft hat Confidential Information which is not public knowledge.
7.3) The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of these Terms and Conditions for any reason.
8.1) The restrictions on liability in this clause 8 apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2) Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence; and
- fraud or fraudulent misrepresentation
8.3) Subject to clause 8.2, the Supplier’s total liability to the Customer shall not exceed the greater of $599 and the total Charges paid by the Customer to the Supplier in the immediately preceding 12 month period pursuant to this agreement.
8.4) The Supplier shall not be liable to the Customer for any:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill
- loss arising as a result of actions taken by the Customer with the Deliverables; and
- indirect or consequential loss
The Customer shall indemnify the Supplier against any costs, liability, damages, loss, claims or proceedings incurred directly or indirectly by the Supplier which may arise out of the Customer’s use of the Services or out of any breach by the Customer of any of these Terms and Conditions.
10. Force Majeure
Neither Party to these Terms and Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event that is beyond the control of the Party in question.
Nothing in these Terms and Conditions shall create a partnership or Supplier or the relationship of employer and employee, or other relationship between the Supplier and the Customer.
In the event that any part(s) of these Terms and Conditions or part thereof is declared to be invalid, unlawful, void or unenforceable then such terms or parts shall be severed and the remaining terms and conditions shall continue to be valid and enforceable to the fullest extent of the law.
13. Third Parties
No provision of these Terms and Conditions shall confer any benefit on or be enforceable by any person who is not a party to these Terms and Conditions under the Contract (Rights of Third Parties) Act 1999.
No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing to the other Party.
15. Law and Jurisdiction
15.1) These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
15.2) Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.