EQL Master Service Agreement. Terms and conditions

Registered Company Number: 10287475

Equilibrium Labs Master Agreement Terms and Conditions

June 2023

1. DEFINITIONS
In this Agreement the following terms shall have the following meanings namely: –
“DEEPFATHOM” means DEEP FATHOM LTD, registered at 184 Shepherds Bush Road, London, W6 7NL, Company Number 10287475, which expression shall, where the context so requires, include its successors
“Client” means a person, company, or organisation at whose application DEEPFATHOM agrees to provide the Services under the terms of this Agreement
“Agreement” means the contract made between DEEPFATHOM and the Client to which these conditions apply
“The minimum duration” means the period set out in the terms and conditions of this contract
“The Service” means the supply and delivery of the Service details namely SaaS, Advisory and Professional Services, Office Facilities, Management System Auditing, Events, and Courses
“Supplier” means the Supplier from whom DEEPFATHOM obtains facilities to provide the Services from time to time pursuant to a licence contract or otherwise
“Event” means any event that takes place over a small number of hours ranging between 30 minutes and 10 hours
“Course” means an event that takes place over more than one day.
In these terms and conditions, all references to “you” and “your” mean Client
“Events,” “Courses” and “Products” are known to be “Service(s)”
“Start Date” means the first day of Service delivery to the Client
“Overleaf” means the front cover of the contract for paper hard copies or the Services detailed and bought online

2. SCOPE OF AGREEMENT
The provisions of this Agreement shall, unless otherwise stated, apply to all Services ordered by the Client from DEEPFATHOM

3. TERM OF THIS AGREEMENT
3.1. The default term for this Agreement, unless stated otherwise, is 12 months
3.2. This Agreement shall come into force on and with effect from the start date of June 2023 and shall continue thereafter subject to the terms and conditions herein and shall be automatically renewed on an annual basis unless or until terminated by either party giving to the other not less than three months prior written notice to the anniversary date
3.2.1. The Client may cancel the Service as per the money back guarantee and cooling-off period(s) in clause 14. Details of the service will be provided either online at point of sale or in hard copy in the Schedule of Services linked to this Agreement
3.3. If DEEPFATHOM provides the Client with a revised version of DEEPFATHOM’s terms and conditions of Service, together with a notice stating when such revised terms and conditions will come into force, and the Client continues to make use of the Services after such date, the Client will be deemed to have accepted such revised terms and conditions with effect from such date and such revised terms and conditions will be deemed to constitute part of this Agreement in place of the previous terms and conditions. DEEPFATHOM’s Master Terms and Conditions are documented on the DEEPFATHOM website
3.4. DEEPFATHOM will not deem you to be enrolled until we have vetted and formerly accepted the Client

4. CHARGES
4.1. All sums due to DEEPFATHOM under this Agreement shall be payable in advance by the Client. Invoices must be by Direct Debit in accordance with the Direct Debit instructions provided. Initial payments can be paid by credit card, BACS or CHAPS
4.2. All charges payable to DEEPFATHOM by the Client shall be subject to VAT at the current rate and any taxes of a similar nature which may from time to time be introduced
4.3. DEEPFATHOM reserves the right to charge daily interest on outstanding accounts until payment in full is received by DEEPFATHOM at a rate equal to 5% per month above Barclays Bank base lending rate current from time to time whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this Agreement for any causes whatsoever
4.4. All invoices submitted by DEEPFATHOM to the Client are to be treated as agreed, whether or not agreed, unless the Client notifies DEEPFATHOM in writing of any discrepancies or objections to the same within 10 days of receipt of any invoice from DEEPFATHOM
4.5. When notice to terminate an account is issued or received by DEEPFATHOM, the Client’s credit limit and credit period are reduced to zero. All invoices become due and payable in full by return
4.6. DEEPFATHOM shall, at its absolute discretion, have the right to terminate this Agreement at any time and with immediate effect if it considers that a Client will not adhere to these terms and conditions or that a Client’s requirements are beyond the scope of DEEPFATHOM’s reasonable capacity or code of conduct
4.7. DEEPFATHOM intends that there will be no price increases to the charges to their Client during the term of this Agreement. Should price increases become necessary the Client will have twenty eight (28) days from written notification of said increases to terminate in writing the Agreement without penalty

5. OBLIGATIONS
5.1. The Client undertakes to use the Services in accordance with such reasonable terms and conditions as may from time to time be notified in writing by DEEPFATHOM to the Client
5.2. The Client undertakes to indemnify and hold harmless DEEPFATHOM against all liabilities claims damages losses costs and proceedings howsoever arising from or in any way connected with any breach of the Client’s undertakings as set out in this clause
5.3. The Customer undertakes to promptly provide to DEEPFATHOM (free of charge) with all such information and co-operation that DEEPFATHOM may reasonably require from time to time to enable DEEPFATHOM to perform and observe its obligations under this Agreement
5.4. The Client undertakes not by itself its agents, servants or otherwise to adapt, test, make additions to (modifications), or otherwise alter any installation of software supplied by DEEPFATHOM in connection with the Service
5.5. DEEPFATHOM agrees to provide the Services to the Client upon the terms and conditions contained in this Agreement
5.6. The Client is obligated to fulfil attend required meetings for DEEPFATHOM to deliver services

6. INTELLECTUAL PROPERTY
6.1. All Intellectual Property and other proprietary rights in respect of the Services provided by DEEPFATHOM to the Client shall remain vested at all times in DEEPFATHOM
6.2. Copyright and all other forms of ownership, including industrial and intellectual property rights, in all documents and operating programs for software operated systems, whether illegible or machine-readable form, provided to the Client shall at all times remain vested in DEEPFATHOM which grants to the Client a non-exclusive non-transferable licence to use any such software for the purpose of using the Services and for no other purpose whatsoever
6.3. The Client shall not reproduce any such software nor make any modifications or additions to it, shall keep any such software in confidence and undertakes not to disclose any material as referred to in this clause or any part thereof or copies of the whole or any part thereof to any third party without the prior written consent of DEEPFATHOM

7. ACCESS TO PREMISES AND PROVISION OF INFORMATION
To enable DEEPFATHOM to exercise its obligations under this Agreement:
7.1. The Client shall permit or procure permission for DEEPFATHOM and any other person(s) authorised by DEEPFATHOM to have reasonable access to the Service’s integration points and shall provide such reasonable assistance as DEEPFATHOM requests

8. NON-ASSIGNMENT
The Client shall not assign or delegate or otherwise deal with any or all of its rights and obligations under this Agreement without prior written consent given by the others, duly authorised representative. DEEPFATHOM shall have the rights to assign or otherwise delegate all or any of its rights and obligations hereunder to associate companies

9. LIMITATIONS OF LIABILITY
9.1. DEEPFATHOM shall not be liable to the Client for any losses or damages sustained by the Client
9.2. DEEPFATHOM will not be liable to the Client in contract or otherwise including any liability for negligence or any loss of revenue, business, anticipated savings and profits or any loss of use or value of any equipment including software or for and indirect or consequential loss however arising
9.3. Any liability which DEEPFATHOM shall have to the Client under this Agreement shall be limited to the total monthly Service charge payable under this Agreement in aggregate
9.4. This Agreement shall not exclude DEEPFATHOM from liability from the negligence of DEEPFATHOM or their Suppliers while acting in the course of their employment provided that in no case shall the amount of such liability exceed one million pounds. DEEPFATHOM does not exclude or restrict liability for death or personal injury caused by their negligence for fraud or for any other liability which cannot be excluded by Law

10. TERMINATION
10.1. If you choose to cancel your Service for any reason within the cooling-off period, as per paragraph 14.1, the Client will receive a full refund less the Services consumed to date. All other cancellations will not offer any refunds. DEEPFATHOM will, as per clauses 12.1 and 12.2 provide rescheduling and transferring of Products as an alternative.
10.2. Without prejudice to the Client’s other rights DEEPFATHOM shall have the right to charge the Client in the event of early termination in whole or part prior to expiry of the term date. The early termination charge will be calculated on the following bases
10.2.1. Termination Charge of ongoing rolling contracts=(unexpired period x monthly fixed charges)
10.3. Without prejudice to its other rights DEEPFATHOM shall have the right to terminate this Agreement forthwith by notice in writing to the Client and to disconnect the Service and to claim for any damages losses or expenses from the failure:
10.3.1. of the Client to make full and punctual payment
10.3.2. to observe obligations
10.3.3. the making by the Client of any composition or arrangement with its creditors
10.3.4. In the event of termination of this Agreement whether by expiry of time notice breach or otherwise the Client agrees to immediately pay DEEPFATHOM all Agreement sums payable

11. TRANSFERRING PRODUCTS
11.1. In the event that you cannot attend the Event or Course for which you enrolled, your ticket is transferable to another person, provided that you identify to DEEPFATHOM the person to whom you wish to transfer your ticket together with full contact details for your substitute, at least thirty (30) days before the Service delivery date. This transfer is also subject to DEEPFATHOM vetting process and acceptance. Once the transfer has taken place the transferee will be bound by the same terms and conditions as the original ticket holder

12. EVENT OR COURSE CHANGES AND CANCELLATION
12.1. We may for any reasons deem it necessary to change the Event Course dates, venue, speaker or hours and if so we will do so by notifying you in writing of the changes we make. In such circumstances, you retain the right to reschedule your enrolment in accordance with DEEPFATHOM rescheduling policy
12.2. If for any reason we deem it necessary to do so, we may cancel any Event or Course by formerly notifying you, in which case, we will refund the total amount you have paid for your Event or Course enrolment. This is your sole right and remedy against DEEPFATHOM and you will have no other claim against DEEPFATHOM for a refund or for compensation

13. MONEY-BACK GUARANTEE
13.1. If the Service has provided a money back guarantee, you may only request a refund from the Service Manager as per the relevant Service guarantee stipulations. This will be provided in writing on the website or formerly in writing by an authorised DEEPFATHOM representative

14. COOLING-OFF PERIOD
14.1. If you notify DEEPFATHOM in writing by email to DEEPFATHOM or hand-written letter to DEEPFATHOM’s current Head Office, within 14 calendar days from the date of signing your Service Agreement or registering the specific Service that you wish to cancel. DEEPFATHOM will refund you the total amount you have paid to DEEPFATHOM in respect of that enrolment less the value of any Service received with your enrolment. i.e. Services that are non-returnable unless applicable to clause 13.1

15. CONFIDENTIALITY
15.1. DEEPFATHOM will treat all information supplied by the Client as confidential. However, should it be served with an appropriate Court Order DEEPFATHOM will be legally advised to co-operate with all law enforcement agencies in disclosing whatever information may be required about the Client
15.2. Unless permitted pursuant to this Agreement the parties agree to keep confidential all information relating to the business affairs of the other disclosed to it by the other party. The obligation of confidentiality shall not apply to information which is in the public domain other than by breach of the terms and conditions of this Agreement by the receiving party

16. AMENDMENTS
16.1. The Client understands that the Services set out overleaf do not belong to and shall not become the property of the Client

17. FORCE MAJEURE
17.1. Neither party shall be liable to the other for loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any act of God, weather, failure, or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out trade dispute or other labour disturbance, or any other technical problems beyond DEEPFATHOM’s control

18. ENTIRE AGREEMENT
18.1. This Agreement shall be governed by and construed and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English Courts
18.2. This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other Agreements and representations made by either party, whether oral or written
18.3. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Agreement
18.4. By signing this Agreement, the Client thereby agrees to the total inclusion of all its terms and conditions of business from this Agreement
18.5. Severance; If any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications to that effect are received by either of the parties from any competent authority the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of the Service provider it may be severed from this Agreement
18.6. Notices; Any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the relevant party shown at the head of this Agreement or by electronic email that has been confirmed read by an authorised DEEPFATHOM representative
18.7. Arbitration; All disputes or differences which shall at any time arise between the parties, whether during the Minimum Duration or afterwards touching or concerning this Agreement, or its construction or effects or the rights by virtue of it, or otherwise for any other matter in any way connected with or arising out of the subject matter of this Agreement shall be referred to a single arbitrator to be agreed upon by the parties, or in default of Agreement to be nominated by the president for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1950 or any statutory modification or re-enactment of it for the time being in force

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