EcoShot Services Agreement
EcoShot Services Agreement
Version 7
Effective: 15 May 2024
This Services Agreement ("Agreement") is made between:
(1) Tronog d.o.o, registered at Cesta v Gorice 41, 1000 Ljubljana, Slovenia, registration number: 6202756000 (the "Supplier"); and
(2) "Customer" is the organisation that you represent when entering into the Agreement. When registering an account using a corporate email domain you enter into agreement for your organization and the organization (the company) is the Customer.
Customer wishes to engage Supplier to supply the Services and licence rights to use the Product on the terms and conditions set out in this Agreement. This Agreement (or, if applicable, your written agreement with us), along with Supplier’s Privacy Policy together form a binding "Agreement" between Customer and Supplier.
If you register an account, invite users to an EcoShot group (i.e., a digital space where a group of users may access EcoShot images requested by your organization), invite users to that group, or use or allow the use of the Product after being notified about terms of this Agreement, you acknowledge your understanding of the then-current Agreement and enter into the Agreement on behalf of the Customer.
By performing any of the aforementioned actions, you accept the terms and conditions outlined in this Agreement.
Please make sure you either (i) have the necessary authority or (ii) have the approval from an individual at Customer with the necessary authority to enter into the Agreement on behalf of Customer. By registering an account, each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement. Please only register once you have secured this authority.
1 INTERPRETATION
1.1
In this Agreement, unless the context otherwise requires, the following words have the following meanings:
"Affiliates" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Pricing list" means the Pricing list published on Supplier web page or sent to customer via email.
"Code" means any object code and/or source code created or owned by the Supplier and used in the provision of the Services;
"Combined Materials" means all materials created or developed by, or on behalf of, the Supplier in connection with this Agreement (including without limitation the combined EcoShot images), whether included in the Product or otherwise, excluding all Releases and including, but not limited to: the graphical user interface consisting of any textual, motion designs, graphical and design elements, including, but not limited to, the positions of such elements on the screen and the "look and feel" of the Product and any animation and any materials derived or adapted from the Supplier Materials and/or Creative Materials;
"Term" means the terms when Costumer as actively using Suppliers Combined Materials or any other Supplier Product/Services.
"Combined Materials Term" means the period the Customer agrees to this Services Agreement in order to use the Product to create Combined Materials plus three (3) years from the end of the Term. For Trial Services, the Combined Materials Term will be the period during which Customer has access to the Trial Services; Combined Materials involves materials of children, then such Combined Materials Term is always subject to children not withdrawing consent to the Supplier with regard to the ongoing use of their images;
"Commencement Date" means the initial start date of the Term as specified during the sign in process
"Confidential Information" has the meaning set out in clause 9.1;
"Creative Materials" means any audio, visual, graphic, textual elements or any other materials or information provided by the Customer to the Supplier including but not limited to any audio-visual content, code, software, creative concepts, trade marks, logos and/or character designs, likenesses and shapes, film, model consents, Customer Model Images and footage;
"Customer Model Agency" means the agency, photographer, model or other third party that supplied models to the Customer for the creation of Customer Model Images and from whom model consents need to be obtained;
"Customer Model Images" means the images and scans of models provided by the Customer for use in conjunction with the Product by Customer under the terms of this Agreement;
"Dispute" has the meaning set out in clause 11.1;
"Dispute Notice" has the meaning set out in clause 11.1.1;
"Fees" means the amount Customer must pay to the Supplier to supply the Services and for licence rights to use the Product and are set in ‘’Pricing list’’
"Improvements" means any enhancements, modifications, improvements, updates or derivative works, including any related intellectual property that comes into existence during the Term, made by or on behalf of Customer to the Product;
"Intellectual Property Rights" or "IPR" means patents, know-how, registered and unregistered trademarks and service marks (including any trade, brand or business names), domain names, registered designs, design rights, utility models, database rights, copyright (including all such rights in computer software, information, know-how and techniques in whatever form held and any databases), in each case for the full period thereof and all extensions and renewals thereof, applications for any of the foregoing and the right to apply for any of the foregoing in any part of the world and any similar rights situated in any country;
"Installation Schedule" means Schedule 4 to this Agreement;
"Model Images" means the images of models provided by the Supplier for use in conjunction with the Product by Customer under the terms of this Agreement;
"Open Source Code" means any software licensed under any form of open-source licence which meets the Open Source Initiative's Open Source Definition (http://www.opensource.org/docs/definition.php) or any library or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at http://www.gnu.org/licenses/gpl.html), or anything similar;
"Order Forms" means a Supplier-approved form, invoice or online Services interface "check-out" process by which Customer agrees to procure the Services and licence to use the Product.
"Patents" means the patents owned by or licensed to the Supplier
"Product" means the product for which the Supplier is engaged to provide to Customer as set out in Schedule 2 (and as updated and amended from time to time);
"Purpose" means the use of the Product by Customer as set out in Schedule 2;
"Release" means any upgrades and enhancements to the Product;
"Services" means the reasonable maintenance and support services provided in relation to the Product and performed by the Supplier under this Agreement for the Term;
"Supplier Materials" means those items (including but not limited to prototypes) comprising of any Code, inventions, subroutines, techniques and tools which are provided in connection with Services and which are embodied in the Product, and which were created by the Supplier excluding the Combined Materials and including as Applicable the Patents and including, but not limited to Releases, Supplier Model Images, proprietary platforms, applications, and software owned by the Supplier, wireframes, prototypes, animation and background graphics drivers, audio drivers, menuing systems, operating systems, multi-tasking kernels and other general purpose routines and drivers;
"Supplier Model Images" means the images and scans of models provided by the Supplier for use in conjunction with the Product by Customer under the terms of this Agreement;
"Term" means the initial term for the Supplier to supply the Services and for licence rights to use the Product, as specified in the Order Forms, and each subsequent renewal term (if any). For Trial Services, the Term will be the period during which Customer has access to the Trial Services;
"Territory" is defined as all countries of the world;
"Third Party Materials" means items comprising of the source code, object code inventions, subroutines, software programs, designs, techniques, tools and other materials which are included by the Supplier or used by the Supplier in connection with the Supplier’s development and design for the user experience for the Product that are licensed by the Supplier from third parties including, but not limited to animation and background graphics drivers, sound systems, music, audio drivers, menuing systems, operating systems, full motion video players, multi-tasking kernels and other general purpose routines and drivers which are licensed or otherwise acquired from a third party (including without limitation Open Source Code) by the Supplier and any Intellectual Property Rights in the Product which are not owned by the Supplier;
"Trial Services" means the Service made available by the Supplier on free basis; and
1.2
Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.8
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.9
A reference to writing or written includes email.
1.10
Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
1.11
This Agreement incorporates its Schedules. Any reference to this Agreement includes the schedules. If there is any conflict between the clauses and the Schedules of this Agreement the clauses shall take precedence.
2 DELIVERY AND INSTALLATION
2.1
The Supplier shall, subject to the Customer meeting its obligations hereunder, make reasonable efforts to deliver and connect the Product to the Customer in accordance with the Installation Schedule.
2.2
Each party shall bear its own costs associated with the delivery, connection, maintenance and updates (including without limitation any Release) under the terms of this Agreement.
2.3
During the Term the Supplier shall reasonably and promptly supply any Releases to the Customer and the Customer shall ensure that it promptly installs them and ensure that the Product is used only once any current Release has been installed. The Supplier can accept no liability to the extent that the Product or Services are adversely affected by the Customer’s failure to comply with this clause.
3 CUSTOMER ROLES AND RESPONSIBILITIES
3.1
The Customer shall cooperate with the Supplier’s written instructions throughout the Term and provide reasonable practical assistance to facilitate the Supplier’s delivery of the Product and supply of the Services.
3.2
The Customer shall ensure that it promptly complies with and maintains any minimum technical requirements (including without limitation any hardware configuration or network connectivity requirements) as may be reasonably specified by the Supplier from time-to-time for the purpose of establishing connectivity of the Product (including any Releases) and supplying the Services.
3.3
The Customer shall ensure that it complies with these Terms when using the Product and any outputs. This clause 3.3 is expressly intended to continue in force after termination or expiry of this agreement and shall remain in full force and effect accordingly.
4 SUPPLIER ROLES AND RESPONSIBILITIES
4.1
The Supplier shall provide the Product and Services in accordance with all the provisions of this Agreement.
4.2
The Supplier may, subject to clause 4.3, change at any time, with as much prior notice to the Customer as is reasonably practicable:
4.2.1
the content, format or nature of Product and/or the Services; and
4.2.2
the means of access to the Product and/or the Services.
4.3
The Supplier will use reasonable commercial endeavours to ensure the continuity and availability in respect of the Product and the Services at all reasonable times however the Customer acknowledges that it has the sole responsibility for complying with its obligations under clause 3.2.
4.4
The Supplier shall ensure that it notifies the Customer in the event that it amends or updates this
4.5
The Supplier agrees that it shall not during the Term of this Agreement and for a further period of 12 months thereafter, directly or indirectly solicit or induce any officer, employee, agent or contractor of the Customer to terminate their employment or engagement with Customer without the prior written consent of the Customer. Nothing in this clause shall prevent the Supplier from engaging any officer, employee, agent or contractor of the Customer who responds in a non-solicited manner to any job advertisement which is published by the Supplier.
5 LICENCES & INTELLECTUAL PROPERTY RIGHTS
5.1
Creative Materials: Supplier acknowledges that ownership of (including, without limitation, ownership of all Intellectual Property Rights in) any Creative Materials, including (save to the extent that they form a part of the Combined Materials) any modifications or adaptations of such Creative Materials produced in connection with this Agreement or supplied by, or on behalf of, Customer to Supplier by a third party, shall remain vested in Customer or its licensors.
5.2 Customer hereby grants Supplier a non-exclusive licence during the Term of this Agreement to use the Creative Materials solely for the purposes of providing the Services.
5.2.1
Supplier Materials (including for the avoidance of doubt without limitation the Product) and Third Party Materials: the Customer acknowledges that ownership of (including, without limitation, ownership of all Intellectual Property Rights in) any Supplier Materials is and shall remain vested in the Supplier and ownership of (including, without limitation, ownership of all Intellectual Property Rights in) any Third Party Materials shall remain with the third party licensor. Upon full payment of the Fees, the Supplier shall automatically provide the Customer with a royalty-free, non-exclusive, non-transferable, and revocable license within the Territory. This license permits the Customer to use, reproduce, and exploit the Supplier Materials and, to the extent feasible, Third Party Materials solely for the Purpose throughout the Term.
5.2.2
Combined Materials: The Supplier hereby, subject to full payment of the Fees and the Customer’s continued compliance with this Agreement, grants a royalty-free, non-exclusive, non-transferable, licence throughout the Territory to use all Intellectual Property Rights in the Combined Materials (and in the case where a child is involved in the Combined Materials, always subject to such child’s valid consent), during the Combined Materials Term. For the avoidance of doubt nothing in this Agreement shall serve to assign ownership of the Supplier Materials to Supplier or any Third Party Materials.
Under no circumstances may the Customer resell the Supplier Material or Combined Materials.
5.3
The Customer shall promptly notify the Supplier in writing, giving full particulars, if any of the following matters come to its attention:
5.3.1
any infringement of any Intellectual Property Rights owned or licensed by either party in respect of the Combined Materials or the Creative Materials;
5.3.2
any actual, suspected or threatened infringement of any of the Patents;
5.3.3
any actual or threatened claim that any of Patents is invalid;
5.3.4
any actual or threatened opposition to any of the Patents;
5.3.5
any claim made or threatened that exploitation of any of the Patents infringes the rights of any third party;
5.3.6
any person applies for, or is granted, a patent by reason of which that person may be, or has been, granted, rights which conflict with any of the rights granted to the Customer under this Agreement;
5.3.7
any application is made for a compulsory licence under any Patent; or
5.3.8
any other form of attack, charge or claim to which the Patents may be subject.
5.4
In respect of any of the matters listed in clause 5.3:
5.4.1
the Supplier shall, in its absolute discretion, decide what action, if any, to take;
5.4.2
the Supplier shall have exclusive control over, and conduct of, all claims and proceedings;
5.4.3
the Customer shall not make any admissions other than to the Supplier and shall provide the Supplier with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
5.4.4
the Supplier shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
5.6
Nothing in this Agreement shall constitute any representation or warranty that:
5.6.1
any Patent is valid or relevant to the Customer’s business or products;
5.6.2
any Patent (if a patent application) shall proceed to grant or, if granted, shall be valid; or
5.6.3
the exercise by the Customer of rights granted under this Agreement will not infringe the rights of any person.
5.7
The Supplier shall have the sole right, but no obligation, to prosecute all patent applications and maintain all patents covering the Product in the Territory.
5.8
If either party makes, devises, discovers or otherwise acquires rights in any Improvement, it shall enter into good faith negotiations with a view to granting to the other party a right to use such Improvement in the Territory on terms to be agreed between the parties.
5.9
The Customer shall not, nor directly or indirectly assist any other person to do or omit to do anything to diminish the rights of the Supplier in the Patents or impair any registration of the Patent.
5.10
The Supplier shall have the right to terminate this Agreement immediately in its entirety upon written notice to Customer if Customer or any of its affiliates or sublicensees directly, or indirectly through any third party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension of any Patent.
5.11.
The scope of Supplier Materials granted to Customer is determined by the number of credit points, depending on the package chosen by the customer (further on: credit points). For the avoidance of doubt, the term 'chosen' refers to the act of the Customer accepting the offer received from Tronoga with the included Pricing list and selected package or selecting a package on Tronog’s web page.
Unused credit points of the active month are transferred to the following month for the Customer's benefit, provided the Customer remains an active user and promptly pays the Fees. In the event of subscription termination by the Customer, all remaining credit points remain valid only until the end of the calendar month in which the termination notice is submitted to the Supplier.
Credit points cannot be transfer to Third person or Affiliated company, unless prior written consent provided by the Supplier.
6 PAYMENT
6.1
In consideration for the provision of the Product and the Services to be provided by the Supplier hereunder, the Customer shall pay to the Supplier the Fees. For the avoidance of doubt, if any payment or fee is not received by the Supplier when due, the Supplier reserves the right not to supply, or cease to supply, any or all of the Product and/or Services.
6.2
The Supplier shall invoice the Customer on a monthly basis for the usage within the active month. The Customer shall pay the Supplier’s invoices within 30 days of the date of the invoice. All invoices and all payments hereunder shall be in EUR or as otherwise agreed between the parties.
6.3
All sums referred to in this Agreement are exclusive of Value Added Tax and any other duty or tax, which shall (if and to the extent applicable) be payable by the Customer.
6.4
The Supplier shall be responsible for and shall account (or procure that account is made) for all taxes chargeable in relation to the provision of the Services by its employees, officers, agents and sub-contractors (whether chargeable on the Supplier, the Customer or any other person) including (without limitation) any income tax.
6.5
Reasonable out-of-pocket expenses and disbursements may be charged by the Supplier on production of reasonable evidence of expenditure to the Customer.
6.6
The Customer shall pay the Supplier interest on any sum due under this Agreement, at a rate of twelve percent (12 %) p.a., from when the overdue sum became due, until it is paid.
7 SECURITY AND PASSWORDS
7.1
The Customer shall ensure that the Product and Supplier Materials are kept secure, and shall use reasonable security practices and systems applicable to use the Product and Supplier Materials to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Product and Supplier Materials.
7.2
If the Customer becomes aware of any misuse of the Product or Supplier Materials, or any security breach in connection with this Agreement that could compromise the security or integrity of the Product and Supplier Materials or otherwise adversely affect the Supplier the Customer shall, at the Customer’s expense, promptly notify the Supplier and fully co-operate with the Supplier to remedy the issue as soon as reasonably practicable.
7.3
The Customer agrees to co-operate with the Supplier’s reasonable security investigations.
8 WARRANTIES, LIMITATION OF LIABILITY AND IPR INDEMNITY
8.1
Each party represents, warrants and undertakes to the other party that it has the right to enter into this Agreement and it is not a party to any agreement, contract or understanding, which would in any way restrict or prohibit it from undertaking or performing any of its obligations hereunder in accordance with the terms and conditions of this Agreement.
8.2
The Supplier further warrants to the Customer that:
8.2.1
the Product shall not contain any malicious software code including but not limited to any"time-bombs", "worms", "viruses", "Trojan horses" or "data destruct keys";
8.2.2
it shall obtain all necessary licences and consents and comply with all applicable law required to enable it to perform its obligations under this Agreement.
8.3
For all events and circumstances, the Supplier’s aggregate and cumulative liability arising out of or relating to this Agreement will not exceed the amounts paid by the Customer under this Agreement.
8.4
Subject always to clause 8.6, the Supplier shall indemnify, defend and hold harmless the Customer and its officers, directors, and employees, against any loss, liability, damage, penalty, or expense (including reasonable legal fees for cost of defence but excluding indirect and consequential loss) suffered or incurred as a result of any third party claim that any of the Product or Supplier Materials infringes any third party’s Intellectual Property Rights. For the avoidance of doubt this clause 8 shall not apply to the extent that any claim is attributable to the use of the Combined Materials.
8.5
The Customer warrants that it holds all rights (including without limitation all Intellectual Property Rights) in the Creative Materials necessary to enable it to perform its obligations under this Agreement. Subject always to clause 8.6, the Customer shall indemnify, defend and hold harmless the Supplier and its officers, directors, and employees, against any loss, liability, damage, penalty, or expense (including reasonable legal fees for cost of defence but excluding indirect and consequential loss) suffered or incurred as a result of any third party claim that any of the Creative Materials infringes any third party’s Intellectual Property Rights.
8.6
In order for a party to obtain the protection under an indemnity specified herein:
8.6.1
the party seeking to rely on the indemnity shall notify the other as soon as possible in writing as to the nature and circumstances of the alleged breach; and
8.6.2
the party allegedly in breach (the indemnifying party) shall thereafter have full conduct of any such claim or litigation; and
8.6.3
that the party relying on the indemnity shall provide all reasonable assistance and at no time agree any settlement or make any admission of liability or do any act or issue any statement that is likely to have a detrimental effect on the other party in respect hereof.
9 CONFIDENTIALITY
9.1
Except as provided in clause 9.4 and 10, each party undertakes to the other to keep confidential all information (whether provided in written or oral format or otherwise) concerning the business, customers, technology, know-how, Intellectual Property Rights, assets, strategy and products of the other party, which are received or otherwise deduced as a consequence of the discussions leading up to this Agreement or subsequently received or deduced as a consequence of the performance of this Agreement ("Confidential Information"). The parties shall not use any such Confidential Information for any purpose other than to perform its obligations under this Agreement.
9.2
Each of the parties shall use the same degree of care used to protect their own Confidential Information (and in no event less than reasonable care) to prevent the unauthorised disclosure or use of either of the other party’s Confidential Information.
9.3
The parties may disclose Confidential Information to their legal, financial and other business advisors (in each case in so far as such advisors need to know such Confidential Information) or as may be required by law.
9.4
Clause 9.1 shall not apply to any Confidential Information which can be demonstrated by any of the parties as being:
9.4.1
already in its possession prior to its receipt;
9.4.2
subsequently disclosed to it lawfully by a third party who did not obtain such Confidential Information (directly or indirectly) from the other party; or
9.4.3
in the public domain at the time of receipt or subsequently other than as a result of a breach of clause 9.1.
10 COMMUNICATIONS
10.1
With the exception of making reasonable announcements referring to the existence of a commercial agreement between the parties (which for the avoidance of doubt shall be permitted), no party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
10.2.
Notices. All notices or other communications required or permitted by this Agreement or by law to be served on or given to either party under this Agreement shall be in writing and transmitted via email.
The official contact email for the Supplier is: info@tronog.com.
11 DISPUTE RESOLUTION
11.1
If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (a "Dispute) then the parties shall follow the procedure set out in this clause:
11.1.1
either party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, then the Supplier and Customer shall attempt in good faith to resolve the Dispute;
11.1.2
if no resolution is reached as a result of clause 11.1.1 are for any reason unable to resolve the Dispute within 7 days of service of the Dispute Notice, the Dispute shall be referred to the Managing Director of the Supplier and the Managing Director of the Customer of who shall attempt in good faith to resolve it; and
11.1.3
if no resolution is reached as a result of clause 11.1.2 within 30 days of it being referred to them, the parties will attempt to settle it by mediation with the help of between parties agreed mediator.
11.2
The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to a Dispute under clause 13.10 which clause shall apply at all times.
12 TERM AND TERMINATION
12.1
This Agreement shall be effective from the Commencement Date and, subject to earlier termination pursuant to clause 12.2 or 12.3, shall continue in force for the Term with the exception of clause 5.2.2 which shall continue in force for the Combined Materials Term.
12.2
Either party may terminate this Agreement upon prior notice. If the Customer terminates this Agreement for any reason, termination shall take effect at the end of the calendar month in which the termination notice is sent to the Supplier. Any fees owed for services rendered up to the termination date shall be invoiced to the Customer upon termination.
12.3
Either party may terminate this Agreement immediately upon written notice to the other party if:
12.3.1
a party is in material breach of any of its obligations under this Agreement and the breach is either incapable of remedy or, if the breach is capable of being remedied, has continued un-remedied for a period of 30 days from the date on which they are provided notice of such breach; or
12.3.2
a party has a receiver or an administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or if a party becomes subject to an administrative order or enters into any voluntary agreement with its creditors or ceases or threatens to cease to carry on business.
12.4
Upon termination or expiry of this Agreement (howsoever caused):
12.4.1
all rights granted to the Customer under this Agreement shall cease;
12.4.2
the Customer shall cease all activities authorised by this Agreement; and
12.4.3
unless otherwise agreed by the parties in writing, the Customer shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of the Product (including for the avoidance of doubt all Supplier Materials, Third Party Materials and Combined Materials) then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.
12.5
The termination or expiry of this Agreement (however caused) shall:
12.5.1
not affect clauses which by their nature are intended to remain in effect, (including, without limitation, clauses 3.3, 3.4, 4.5, 5, 6 (in relation to the work completed to the date of termination), 7, 9, 10, and 13.4);
12.5.2
be without prejudice to any other rights or remedies which either party may be entitled to under this Agreement or at law; and
12.5.3
not affect any accrued rights or liabilities which either party may then have.
13 GENERAL
13.1
Amendments to Agreement
Supplier may change this Agreement terms and the other components of the Agreement (except any in Sign) from time to time by providing Customer with reasonable notice about the changes. For avoidance of doupt: Publishing new version of these Agreement on Suppliers webpage is consider a reasonable notice.
Customer can review the most current version of the Agreement at any time by visiting Suppliers web page. The materially revised Agreement will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change. If Customer accesses or uses the Product after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
13.2
Amendments to Pricing list
13.2.1.
Supplier reserves the right to adjust Pricing Fees periodically, providing advance direct notice to existing Customers regarding any changes.
Supplier may modify Pricing Fees at any time without impacting current clients, by updating the Pricing List on Supplier's webpage.
13.2.2.
Customers can access the latest version of the Pricing List at any time by visiting the Supplier's website.
13.3
Assignment and Sub-Contracting
The Supplier may at any time assign any of its rights or sub-contract any of its obligations under this Agreement provided that the Supplier shall be and remain fully liable to the Customer for the performance, including any acts or omissions of any subcontractor.
The Customer shall not without first gaining the prior written consent of the Supplier assign any of its rights or sub-contract any of its obligations under this Agreement.
13.4
Survival
Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
13.5
No Waiver
No failure on the part of either party to exercise or to enforce any right given to it by this Agreement or at law or any custom or practice of the parties at variance with the terms of this Agreement shall constitute a waiver of either of the parties' respective rights under this Agreement or operate so as to prevent the exercise or enforcement of any such right at any time.
13.6
Force Majeure
Neither party shall be liable for breaches this Agreement which result from circumstances which are beyond its reasonable control and which could not have reasonably been foreseen, provided that as soon as it is reasonably practicable it gives notice to the other party and that if the circumstances continue for over thirty (30) days the party receiving notice may elect to terminate this Agreement on 7 days’ notice in writing.
13.7
Counterparts
This Agreement may be executed in counterparts and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart, when executed, shall be an original of this Agreement and all counterparts shall together constitute one instrument.
13.8
Entire Agreement
This Agreement, as updated and amended from time to time, constitutes 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.
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 based on any statement in this Agreement.
13.9.
Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with Slovenian law and the parties submit to the exclusive jurisdiction of the Slovenian court.