Retainer Contracts - Terms & Conditions

 These Terms of Service (these “Terms”), together with the applicable Order Form(s) and Statement(s) of Work, each as defined below, referencing these Terms (collectively, the “Agreement”) are made and entered into by and between Tryzens Limited trading as Juno (company number 03064392) with Head Offices at 4th Floor, 20 Appold St, EC2A 2AS (“Tryzens Limited trading as Juno” or referred to as “Company”) and the customer identified in the applicable Order Form or Statement of Work (“Customer”) as of the effective date of the first Order Form or Statement of Work (the “Effective Date”). By executing an order form or statement of work that references this Agreement (as applicable, an “Order Form” or “Statement of Work”), or indicating acceptance of this Agreement via click through, electronic signature or other electronic means offered by Tryzens Limited trading as Juno, Customer agrees to be bound by the Agreement. Any individual accepting the Agreement on behalf of Customer which is an organization or other entity represents and warrants that he or she has the authority to bind Customer to the Agreement. IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT, CUSTOMER IS NOT PERMITTED TO USE THE TRYZENS LIMITED TRADING AS JUNO SERVICES (as defined below).

The parties agree as follows:

In the event that Customer elects to have Tryzens Limited trading as Juno perform any consulting, training or other professional services (“Professional Services”), the parties will enter into a Statement of Work governing the provision of such Professional Services. Each Statement of Work will be subject to the terms and conditions of this Agreement. Each Statement of Work will, at a minimum, include: (a) a description of the specific Professional Services to be provided; (b) the schedule for the performance of the Professional Services; and (c) the fees payable for such Professional Services.  To the extent Tryzens Limited trading as Juno creates or develops any deliverables arising from or related to the Professional Services, upon Customer’s payment for the applicable Professional Services, and to the extent Customer is not in breach of this Agreement, Tryzens Limited trading as Juno grants to Customer a limited, non-transferable, non-exclusive right, during the applicable Order Term, to access and use such deliverables solely for Customer’s business purposes, subject to the use restrictions set forth in this Agreement and/or the applicable Order Form. Customer acknowledges that the deliverables are Tryzens Limited trading as Juno's Confidential Information (as defined below).

 Passwords. Customer is responsible for protecting and safeguarding any passwords, API keys, user IDs or other credentials and login information (collectively, “Passwords“) that have been provided to Customer or that are generated in connection with Customer’s use of the Tryzens Limited trading as Juno Services. Customer will not disclose or make available Passwords to any third-party other than to authorised end users and will use best efforts to prevent unauthorised access to, or use of, the Passwords or the Tryzens Limited trading as Juno Services. Customer is fully responsible for all activities that occur in connection with the Passwords. Customer will immediately notify Tryzens Limited trading as Juno in writing of any unauthorised use of the Tryzens Limited trading as Juno Services that comes to Customer’s attention.

 

 

2. Restrictions

 

2.1. Acceptable Use

Except as expressly authorised by this Agreement, Customer will not: (a) modify, disclose, alter, translate or create derivative works of the Tryzens Limited trading as Juno Services (or any components thereof); (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Tryzens Limited trading as Juno Services (or any components thereof); (c) derive, or attempt to derive, the source code of, or disassemble, decompile, reverse compile, or reverse engineer the Tryzens Limited trading as Juno Services or any portion thereof (except to the extent and for the express purposes authorised by any and all applicable country or state laws (collectively, “Laws”)); (d) use the Tryzens Limited trading as Juno Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (e) use the Tryzens Limited trading as Juno Services to store or transmit any viruses, software routines or other code designed to permit unauthorised access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (f) copy, frame or mirror any part or content of the Tryzens Limited trading as Juno Services; (g) access the Tryzens Limited trading as Juno Services in order to build a competitive product or service, or copy any features or functions of the Juno Services; (h) interfere with or disrupt the integrity or performance of the Tryzens Limited trading as Juno Services; (i) attempt to gain unauthorised access to the Tryzens Limited trading as Juno Services or their related systems or networks; (j) disclose to any third party any performance information or analysis relating to the Allbound Services; (k) remove, alter or obscure any proprietary notices in or on the Tryzens Limited trading as Juno Services including copyright or trademark notices; or (l) cause or permit any End User or third party to do any of the foregoing. Customer may access the Tryzens Limited trading as Juno Services only through interfaces and protocols provided or authorised by Tryzens Limited trading as Juno.

 

2.2. APIs

Customer’s use of any application programming interfaces (“APIs”) that are included in the Tryzens Limited trading as Juno Services or otherwise made available to Customer by Tryzens Limited trading as Juno, in each case, may be subject to additional terms and conditions or limitations as set forth on the applicable Order Form. Such limitations may include limitations on the number of transactions that Customer is permitted to make to the API or similar usage restrictions. Tryzens Limited trading as Juno may utilize technical measures to prevent excess usage and/or stop usage of the API by Customer after any usage limitations are exceeded.

 

Tryzens Limited trading as Juno may be required to host API keys to ensure data security, in which case, hosting fees will be applicable and subject to additional terms.

 

 

3. Support

 

Tryzens Limited trading as Juno will use commercially reasonable efforts to provide the Tryzens Limited trading as Juno Services in material conformance with the terms and conditions of this Agreement and, at no additional charge, with all updates or modifications to the Tryzens Limited trading as Juno Services that Tryzens Limited trading as Juno provides its customers with same package at no additional charge. Such updates or modifications will not include new or additional features and functions; provided, however, Tryzens Limited trading as Juno may offer to make such new or additional features and functions available to Customer subject to payment of additional fees.

 

 

4. Ownership and Reservation of Rights

 

4.1. Customer

As between the parties, Customer owns all right, title and interest in and to the Customer Materials. Customer consents to Tryzens Limited trading as Juno use of and access to the Customer Materials solely to the extent necessary to enable Tryzens Limited trading as Juno to provide the Juno Services to Customer in accordance with this Agreement. For purposes of this Agreement, “Customer Materials” means any and all data, text, multimedia, graphics, audio, video, and other information or content provided by Customer to Tryzens Limited trading as Juno for use with and to display through the Tryzens Limited trading as Juno Services.

 

4.2. Tryzens Limited trading as Juno

As between the parties and subject to the grant of rights in Section 1 of this Agreement, Tryzens Limited trading as Juno and its licensors own all right, title and interest (including Intellectual Property Rights) in and to Tryzens Limited trading as Juno systems, platforms, Feedback, Data Analytics, Services Data and related technologies are and will remain exclusively owned by Tryzens Limited trading as Juno. Tryzens Limited trading as Juno reserves all rights to the materials created by Juno not granted expressly in this Agreement. Tryzens Limited trading as Juno Intellectual Property Rights includes all creations, copyright, trademarks, trade secrets, know-how, confidential information, inventions, discoveries, Services Data, Feedback and Data Analytics such as extracts, compilations, synthesis, data analyses, associated statistics, benchmarks, measurements, and other information that is de-identified and anonymized data. Tryzens Limited trading as Juno may use and/or exploit its Intellectual Property Rights for its business purposes.

 

Subject to the limited license above and as between the parties, Tryzens Limited trading as Juno owns and will continue to own all right, title and interest in and to all such deliverables and all discoveries, inventions, developments, improvements, works of authorship, information, data, analysis, know-how, ideas, technology, materials, and other work product arising out of or related to the Professional Services, together with all related Intellectual Property Rights therein.

Without limiting the foregoing, Tryzens Limited trading as Juno may use, without limitation, the general knowledge, skills and experience of its personnel, and any ideas, concepts, know-how and techniques that are acquired or used in the course of providing the Tryzens Limited trading as Juno Services and the Professional Services.

 

Feedback means the comments, questions, suggestions, ideas, insights, enhancement requests, recommendations or other information submitted by the Customer and or users of the Services, from time to time, to Tryzens Limited trading as Juno in relation to the access and use of the Tryzens Limited trading as Juno Services and technology. Tryzens Limited trading as Juno may freely use and/or exploit the Feedback in connection with the Service and/or any of its other products or services of Tryzens Limited trading as Juno.

 

Services Data means the technical and other data Tryzens Limited trading as Juno may obtain from the Customer’s use of the Tryzens Limited trading as Juno service, software and platform and Tryzens Limited trading as Juno may use and share this Service Data to improve, support, develop, provide and deliver reporting regarding the Tryzens Limited trading as Juno service, software and platform during and after the term of this Agreement.

 

4.3. Reservation of Rights

Each party reserves all rights not expressly granted in this Agreement, and no licenses are granted by a party to the other party under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement.

 

4.4. Third Party Providers

Customer acknowledges that the Tryzens Limited trading as Juno Services (including the Customer Materials) are hosted and processed on a network owned and maintained by a third-party services provider. The Tryzens Limited trading as Juno Services may contain or otherwise use certain third-party software.

Should the client’s requirements need additional third party providers, the customer recognises that Tryzens Limited trading as Juno isn’t liable from any functionality losses due to removal, updates or malfunctions of said partners. The customer will also acknowledge that any additional fees charged by said third parties are billable to the client directly.

 

 

5. Fees and Payment Terms

 

5.1. Fees

Support Subscription Fees: The Support Subscription Fee as detailed on the Sales Order form will be paid by the Customer either annually, quarterly or monthly in advance, as set out in the Sales Order. The Support Subscription fee will become due from date of signing of the Sales Order or the effective date detailed on the Sales Order. Support Subscription Fees are not dependent upon deliverables.

 

The Support Subscription Fee will remain fixed during the Initial Term of the Agreement, unless Customer requests additional Services to be added. The Support Subscription Fee is for up to the amount of hours specified in the sales order form/proposal and any unused hours expire at the end of the month.

 

Fee Adjustments: Tryzens Limited trading as Juno’ fees are reviewed annually and, where appropriate, our current price list is updated. If this increase applies to you, we will endeavor to notify you at least thirty (30) days in advance of the increase being applied and your next renewal point (be that monthly, quarterly, bi-annually or annually). The increased fees will apply at the start of the next renewal term. Except as expressly provided in the applicable Order Form, renewal of subscriptions will be at either: (i) Tryzens Limited trading as Juno applicable package list price in effect at the time of the commencement of the applicable renewal term or (ii) will be the amounts per Order Form plus RPI or 5% whichever is greater.

 

Payment: Support Subscription Fees will be paid in accordance with the payment terms schedule(s) set out above by method of Direct Debit via Tryzens Limited trading as Juno’ payment partner; GoCardless. Payments automated by GoCardless are attributed seven (7) day terms from date of invoice by default. This method of payment may be altered upon agreement of both parties and Tryzens Limited trading as Juno are typically also able to support Bank Transfers and Credit Card payment, if required. Tryzens Limited trading as Juno will be entitled to charge interest on all outstanding sums owed by you to Tryzens Limited trading as Juno.

 

Any Support Subscription fees below £2,000 (excluding VAT) a month must be paid by GoCardless or Credit Card, unless both parties agree in advance to Bank Transfer.

 

Payment Information: Customer will keep its contact information, billing information and direct debit / credit card / bank transfer details (where applicable) up to date. Changes may be made by emailing accounts@junoecommerce.com . All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

 

5.2. Late Fees

If any amounts invoiced hereunder are not received by Tryzens Limited trading as Juno by the applicable due date, then such amounts shall accrue interest at the rate of 3% + Bank of England Base rate on the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

 

5.4. Late Payment

Tryzens Limited trading as Juno will not be liable for meeting any service level agreements or obligations, any bug fixes and or delivering any work to the Customer where the Customer has failed to pay within the agreed payment terms.

 

Disputes on invoiced works will not excuse the Customer from the obligation to pay. Tryzens Limited trading as Juno will endeavour to work with the Customer to resolve any issues but reserves the right to suspend services including any Project/Implementation work until any amounts due are paid in full. After the fourth attempt at trying to collect any fees due, Tryzens Limited trading as Juno will look to restrict rights to the subscription service or halt any Project/Implementation work and will a month after this date look to suspend subscription services completely. Where Tryzens Limited trading as Juno restricts or suspends services it will not be liable for any third party costs or damages incurred by the Customer due to the restriction of Tryzens Limited trading as Juno services.

 

Tryzens Limited trading as Juno may also appropriate any payment made by the Customer to such of the Services (or materials, software or services supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and/or

 

The Customer shall not launch or “go live” with any Website or Software developed for it by the Company until the Charges relating to the Website or Software, as the case may be, have been received by the Company in full.

 

Fees not paid within two months of being due will, where appropriate, be handed to a collections agency.

 

5.4. Taxes

 

Sales Tax: All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of associated Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST.

 

Withholding Tax: If you are required to deduct or withhold tax from payment of your Tryzens Limited trading as Juno invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”). You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.

 

 

6. Security and Data

 

6.1. Security

Tryzens Limited trading as Juno will use commercially reasonable efforts to prevent any unauthorised use, access, processing, destruction, loss or disclosure of any Customer Materials stored or processed by the Tryzens Limited trading as Juno Services. In the case of a confirmed unauthorised use, access, processing, destruction, loss or disclosure of any such Customer Materials by a third party (a “Security Incident”), Tryzens Limited trading as Juno will notify Customer after Tryzens Limited trading as Juno becomes aware of the Security Incident.

 

 

6.2. Restrictions on Certain Types of Data

Tryzens Limited trading as Juno will not be liable to Customer or Customer’s end users for the processing via, or submission to, the Tryzens Limited trading as Juno Services any Customer Materials that include any: (a) “personal health information,” as defined under the United States of America Health Insurance Portability and Accountability Act; (b) government issued identification numbers, including Social Security numbers, driver’s license numbers and other state or national issued identification numbers; (c) financial account information, including bank account numbers; (d) payment card data, including credit card or debit card numbers as defined by Payment Card Industry (PCI) Data Security Standard (DSS); (e) biometric information, such as fingerprints or voiceprints; or (f) “sensitive” personal data, as defined under the applicable General Data Protection Regulation, about residents of Switzerland and any member country of the European Union or the United Kingdom, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or health-related data, sexual life, or sexual orientation; of (g) any illegal data including illicit, pornographic, child, domestic abuse data or any other illegal data not explicitly listed here.

 

The Customer will fully indemnify Tryzens Limited trading as Juno for any processing of the data detailed in 6.2 and should be aware that Tryzens Limited trading as Juno will reserve the right to immediately terminate services without refund for any illegal use of the Tryzens Limited trading as Juno Services.

 

 

7. Confidentiality

 

Neither party shall use any confidential information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorised in writing by the other party. Each party shall use the same degree of care to protect the other party’s confidential information as it uses to protect its own confidential information of like nature. Neither party shall disclose the other party’s confidential information to any person or entity other than its officers, employees, service partners, customers, consultants and legal advisors who need access to such confidential information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s confidential information.

 

Injunctive Relief: Each party acknowledges that due to the unique nature of the other party’s confidential information, the disclosing party may not have an adequate remedy in money or damages if any unauthorised use or disclosure of its confidential information occurs or is threatened. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorised use or disclosure.

 

Other Exceptions: Notwithstanding the foregoing provisions in this Section, the parties may disclose this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement; (v) in confidence, to auditors, accountants and their advisors; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure of this Agreement.

 

 

8. Data Protection

 

Each party shall at all times during the term of this Agreement comply with all applicable legislation pertaining to data protection, data privacy, data retention and/or data security (including the EU/UK GDPR and the California Consumer Privacy Act) and all associated codes of practice and other guidance issues by any applicable data protection authority (“Data Protection Legislation”). The EU/UK GDPR means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the “EUGDPR”); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom & 39s European Union (Withdrawal) Act 2018 (the “UK GDPR”); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time. To the extent applicable under the Data Protection Legislation, each party will obtain and maintain all appropriate consents, registrations required in order to allow that party to perform its obligations under this Agreement.

 

 

9. Representations, Warranties and Remedies

 

Tryzens Limited trading as Juno Warranties: Tryzens Limited trading as Juno represents and warrants to Customer that during the term it will provide the services including the support services in a manner consistent with this agreement. Juno does not warrant that Customer’s use of the services will be error-free or uninterrupted.

 

If Tryzens Limited trading as Juno breaches the Tryzens Limited trading as Juno warranties provided above, its sole liability and Customer’s exclusive remedy is for Tryzens Limited trading as Juno to correct or re-perform any defective Tryzens Limited trading as Juno Service at no additional cost to Customer.  If Tryzens Limited trading as Juno is not able to correct or re-perform in a reasonable period of time as agreed between Tryzens Limited trading as Juno and the Customer, then the Customer may notify Tryzens Limited trading as Juno of its intent to terminate the affected Tryzens Limited trading as Juno Services. Upon receipt of such notice, Tryzens Limited trading as Juno will refund of the unearned portion of any unearned Fees prepaid for these specific Tryzens Limited trading as Juno Services.

 

Customer Warranties: Customer represents and warrants that: Customer has the legal power to enter into this agreement. Customer shall be responsible for the content and the operation of and transactions processed through the websites. Tryzens Limited trading as Juno shall not be liable to Customer, any user or any third party for any use of or inaccuracy in any content or for any transactions processed through the websites.

 

Disclaimer: Except as specifically set out in this section the Tryzens Limited trading as Juno systems and service is provided “as is”, without any representations and/or warranties and or conditions of any kind. Tryzens Limited trading as Juno and its licensors and/or suppliers make no other representations and give no other warranties or conditions, express, implied, statutory, or otherwise regarding the service provided under this Agreement and Tryzens Limited trading as Juno specifically disclaims any and all statutory representations, warranties and/or conditions against non-infringement and any and all implied representations, warranties and/or conditions of merchantability, merchantable quality, durability, title and fitness for a particular purpose to the maximum extent permitted by applicable law.

 

 

10. Indemnification Obligations

 

10.1. By Tryzens Limited trading as Juno

Tryzens Limited trading as Juno will defend, indemnify and hold harmless Customer and its directors, officers, End Users. Employees and agents (collectively, the “Customer Indemnitees”) from and against any and all third party claims, suits, actions or proceedings and  any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) alleging (i) that the Tryzens Limited trading as Juno Services, when used as permitted under this Agreement,  infringe any Intellectual Property Rights of any third party; and/or (ii) breach applicable law by Tryzens Limited trading as Juno in the performance of this Agreement. In the event of a claim pursuant to this Section 10.1(i) Tryzens Limited trading as Juno will, at its option and expense: (a) obtain for Customer the right to continue to use the Tryzens Limited trading as Juno Services in accordance with this Agreement; (b) substitute the allegedly infringing component for an equivalent non-infringing component; or (c) modify the Tryzens Limited trading as Juno Services to make them non-infringing. If (a), (b), or (c) is not obtainable on commercially reasonable terms, Tryzens Limited trading as Juno may, upon notice to Customer, terminate this Agreement, and refund the unearned portion of any Fees previously paid to Tryzens Limited trading as Juno. Tryzens Limited trading as Juno indemnification obligations do not extend to claims arising from or relating to: (i) any combination of the Tryzens Limited trading as Juno Services (or any portion thereof) by any Customer Indemnitee with any equipment, software, data or any other materials where the infringement would not have occurred but for such combination; (ii) any modification to the Tryzens Limited trading as Juno Services by any Customer Indemnitees where the infringement would not have occurred but for such modification; (iii) the use of the Tryzens Limited trading as Juno Services by any Customer Indemnitee in a manner contrary to the terms of this Agreement where the infringement would not have occurred but for such use; or (iv) the continued use of the Tryzens Limited trading as Juno Services after Tryzens Limited trading as Juno has provided substantially equivalent non-infringing software or service. The indemnity provided in this Section 10.1 and the foregoing remedies constitute Tryzens Limited trading as Juno sole liability and Customer’s exclusive remedy in the event of a claim pursuant to this Section 10.1.

 

10.2. Customer Indemnity

Customer will defend, indemnify and hold harmless Tryzens Limited trading as Juno and its directors, officers, employees and agents (collectively, the “Tryzens Limited trading as Juno Indemnitees”) from and against any third party claims and indemnify Tryzens Limited trading as Juno Indemnitees from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of, based on or related to (a) Customer’s use of the Tryzens Limited trading as Juno Services; and/or (b) any claim that the Customer Materials infringes any Intellectual Property Rights of any third party; and/or (c) the gross negligence or wilful misconduct of Customer.

 

10.3. Process

The indemnifying party’s indemnification obligations under this Section 10 are conditioned upon the indemnified party: (a) giving prompt written notice of the claim to the indemnifying party once the indemnified party becomes aware of the claim (provided that failure to provide prompt written notice to the indemnifying party shall not alleviate an indemnifying party’s obligations under Section 10 to the extent any associated delay does not materially prejudice or impair the defence of the related claims); (b) granting the indemnifying party sole control of the defence (including granting the indemnifying party the right to select and use counsel of its own choosing) and settlement of the claim; and (c) providing reasonable cooperation to the indemnifying party and, at the indemnifying party’s request and expense, assistance in the defence or settlement of the claim. Notwithstanding the foregoing, the indemnifying party may not enter into a settlement of a claim that involves a remedy other than the payment of money by the indemnified party (which amounts must be subject to indemnification by the indemnifying party) without the indemnified party’s written consent.

 

 

11. Limitation of Liability:

 

11.1 In no event shall Tryzens Limited trading as Juno be liable to the Customer for any lost profits or for any incidental, punitive, indirect, special or consequential damages (including, without limitation, damages for loss of business, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss), however caused and under any theory of liability (including negligence) and whether or not Tryzens Limited trading as Juno has been advised of the possibility of such damage.

 

11.2 In no event shall Tryzens Limited trading as Juno total aggregate liability for damages howsoever arising out of or related to this Agreement exceed the fees paid by Customer in the twelve (12) months prior to the date on which the claim arose.

 

11.3 Tryzens Limited trading as Juno will not be liable for any third party providers functionality losses due to removal, updates or malfunctions by the third party.

 

 

12. General

 

12.1 Relationship of Parties:

The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.

 

12.2 Non-Solicitation:

Tryzens Limited trading as Juno and the Customer mutually agree that during the term of this Agreement and for one year after the date of completion of the Agreement, for any reason whatsoever, not to solicit, induce or engage directly or indirectly any person who was introduced by either Party, or who at such time was in the employment of either party or any of its subsidiaries, to leave their respective company. A fee to the value equivalent to 12 x fees charged in the preceeding twelve months will apply to the Customer should it hire any Tryzens Limited trading as Juno staff to directly or indirectly work for it or a related entity.

 

12.3 Marketing & PR:

The Customer agrees to Tryzens Limited trading as Juno issuing the following marketing/PR materialsAn announcement email, blog or press release of the launch of the projectA press release, email or blog following the project ‘go live’A case study about the project, three months after successful launch.Juno reserves the right to add Juno credits in the website’s footer. Should the client require removal of such credit, an additional fee will be applied.

 

12.4 Assignment:

Customer may not assign this agreement without the prior written consent of Tryzens Limited trading as Juno. Tryzens Limited trading as Juno may assign this Agreement at any time.

 

12.5 Choice of Law:

This Agreement shall be governed by and interpreted in accordance with the laws of United Kingdom and the parties irrevocably attorn to the jurisdiction of the courts of the United Kingdom with respect to any dispute or claim arising out of or in connection with this Agreement.

 

12.6 Compliance with Laws:

Each party agrees to fully comply with all export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries.

 

12.7 Severability:

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

 

12.8 Force Majeure:

Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party). If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable immediately prior to the commencement of such force majeure event.

 

 

13. Term & Termination

 

Term: Unless terminated earlier pursuant to the terms and conditions of this Agreement, this Agreement shall commence on the Effective Date and shall remain in force for an initial term of one (1) year (the “Initial Term”). Following the Initial Term, the Agreement shall automatically renew for a further one (1) year ( the “Renewal Term”) and the Customer may terminate this Agreement at any time during any Renewal Term upon ninety (90) days written notice to Tryzens Limited trading as Juno.

 

Termination: Either party may terminate this Agreement with written notice if the other party: (i) assigns or attempts to assign this Agreement to a third-party; (ii) fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach; (iii) ceases to carry on business as a going concern; or (iv) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganisation or insolvency proceedings are instituted by or against the other party.