PPC (Pay Per Click) Terms & Conditions

Welcome to Xdor Digital!

These terms and conditions outline the rules and regulations for the use of XDOR LTD's Website, located at https://xdor.co.uk.

By accessing this website, we assume you accept these terms and conditions. Do not continue to use Xdor Digital if you do not agree to take all of the terms and conditions stated on this page.

1. Interpretation

1.1 Definitions. In those circumstances, the following definitions shall apply:

Business day: a day (other than Saturday, Sunday or public holiday) when banks in London, England are open for work.

Campaign: create, install, manage, develop and use a PPC advertising network strategy as outlined in PPC Brief.

Fees: the fees payable by the Client for the provision of the Services in accordance with clause 6, including the Initial Fee and the Monthly Fee.

Client: the person or company who buys Services from Xdor Ltd.

Terms: these terms and conditions as amended from time to time in accordance with clause 15.8.

Contract: the contract between Xdor Ltd and the Client for the provision of Services in accordance with these Terms.

Contract order form: the order form issued by Xdor Ltd to the customer.

Conversion Tracking Codes: Google conversion tracking codes or other conversion tracking codes installed on the website.

Results: any modifications or other work performed on the website, including the design or development of any additional pages on the website, by Xdor Ltd as part of the services.

Document: includes, in addition to any written document, any drawing, map, plan, diagram, design, photograph or other image, tape, disk or other device or record containing information in any form.

Initial fee: Xdor Ltd's campaign setup fee and other included services provided by Xdor Ltd to the client.

Input material: has the meaning specified in point 4.1(c).

Intellectual property rights: all patents, rights to inventions, utility models, copyrights and related rights, trademarks, service marks, commercial, business and domain names, trade dress or clothing rights, rights to reputation or to a court of misconduct, unfair competition rights, design rights, computer software rights, database law, rights in topography, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications for and renewal or extension of such rights, as well as any similar or equivalent rights or forms of protection in any part of the world.

Initial term: has the meaning specified in clause 3.2.

Monthly fee: the monthly fee for the Services.

PPC: Pay-per-click advertising.

PPC advertising networks: PPC advertising networks with which Xdor Ltd agrees to provide the Services in connection with as set out in PPC Brief.

PPC Brief: the brief in writing of the description or specification of the Services to be provided by Xdor Ltd to the Customer.

Pre-existing materials: all documents, information and materials provided by Xdor Ltd related to the services that existed before the contract began, including computer programs, data, reports, graphs and specifications.

Proposal / Letter of Engagemet: Initial offer of Xdor Ltd to provide the Services.

Resources: resources that Xdor Ltd may use or use to provide the Services, including Third Party Resources.

Search engines: those search engines with which Xdor Ltd agrees to provide the Services in connection with as set out in the PPC Brief.

Xdor Ltd: Xdor Limited is registered in England and Wales with a company number 14456444 with an office at 86-90 Paul Street, London, UK, EC2A 4NE

Services: PPC services provided by Xdor Ltd to the Client as set out in PPC Brief, together with any additional services that Xdor Ltd. agrees to provide to the Client.

Third Party Resources: PPC advertising networks, search engines, web analytics software, PPC programs, third party directories or websites, or any other third-party resources that Xdor Limited may use or use to provide the Services.

Website: any website, intranet or extranet of the Client on which Xdor Ltd provides PPC services as part of the Services.

Website pages: pages of the website, including any additional pages created by Xdor Ltd as part of the Services.

1.2 Construction. Under these conditions, the following rules shall apply:

  • a person includes a natural person, a legal or unincorporated body (whether or not it has a separate legal personality);

  • the reference to a Party includes its personal representatives, successors or authorised successors in title;

  • A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. Reference to a law or statutory provision shall include any regulation made under that Act or statutory provision as amended or re-enacted;

  • any phrase introduced by the terms, including, includes, in particular or any similar expression, shall be construed as illustrative and shall not limit the meaning of the words before those terms; and

  • the reference to it in writing or in writing includes faxes and e-mails.

2. Basis of contract

2.1 The Customer must sign the contract order form and return it to Xdor Ltd. This constitutes an offer by the Client to purchase Services in accordance with these Terms.

2.2 The contract order form is deemed accepted only when Xdor Ltd signs it and returns a copy of it to the Customer, at which time and on what date the contract takes effect.

2.3 The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that he has not relied on any statement, promise or statement made or given by or on behalf of Xdor Ltd that is not specified in the Agreement.

2.4 All samples, drawings, descriptive materials or advertisements issued by Xdor Ltd, as well as any descriptions or illustrations contained in the catalogues or brochures of , are issued or published for the sole purpose of giving an approximate idea of the Services described therein. They are not part of the Agreement or have no contractual force.

2.5 These terms apply to the Agreement except for any other terms which the Client wishes to impose or include or which are implied by the trade, custom, practice or course of employment.

2.6 Any offer given by Xdor Ltd does not constitute an offer and, unless otherwise agreed, is subject to modification at any time to meet any increase or fall in the costs of Xdor Ltd.

3. Provision of service

3.1 Xdor Ltd provides the services to the Customer in accordance with the Contract Order Form and PPC Brief in all material respects.

3.2 The Services are provided for the period (Initial Term) specified in the Contract Order Form and will then continue to be provided unless the Agreement is terminated by one party with at least one month's notice to the other. The Agreement shall terminate on the last day of the month following the month after which the notice was given. The earliest date, which may be given notice is during the penultimate month of the Initial Period.

3.3 Xdor Ltd will make all reasonable efforts to comply with any execution dates specified on the Contract Order Form or PPC Brief, but any such dates will be only an estimate and time will not be of the essence for the performance of the Services.

3.4 Xdor Ltd warrants to the Client that the Services will be provided with reasonable care and skill.

3.5 Xdor Ltd will not commence the performance of the Services until it has received the Initial Fee.

3.6 Xdor Ltd has the right to refuse to accept or use any input material in the provision of the Services:

  • which may be considered offensive, unlawful or in any contradictory manner;

  • for which the Client has not obtained an appropriate license, permission or consent under clause 4.1(f).

  • If the Client or any third party makes any changes to the Website that overwrite the Results, Xdor Ltd will not be responsible for the recovery of the Results and if the Client requires Xdor Ltd to refund them, then the Customer is obliged to pay Xdor Ltd additional fees to cover the costs of restoring the Results.

  • Xdor Ltd is entitled, for the duration of the Agreement, to approve or reject any design strategies, existing code or other techniques requested or currently used by the Client which, in Xdor Ltd's sole opinion, are detrimental to the Campaign or other services to be provided by Xdor Ltd.

4. Obligations of the client

4.1 The Customer must:

  • ensure that the terms of the Contract Order Form and any information it provides in the PPC Brief are complete and accurate;

  • to cooperate with Xdor Ltd on all matters relating to the Services;

  • provide Xdor Ltd with such Documents, information and materials as Xdor Ltd may reasonably require in order to provide the Services (Input Material), including additional relevant text content for the Website for the purpose of creating additional pages on the Website where Xdor Ltd considers the text content on the Website to be too low and ensure that such information is accurate in all material respects;

  • grant Xdor Ltd such administrator rights for any third party resources as are necessary for Xdor Ltd to provide the Services;

  • ensure that conversion tracking codes are properly installed and running; and

  • obtain and maintain any necessary licenses, permissions and consents that may be required prior to the date on which the Services are to commence, and provide Xdor Ltd with evidence of such license, permission or consent where required to do so by Xdor Ltd.

4.2 If Xdor Ltd's performance of any of its obligations under the Agreement is hindered or delayed by any act or omission by the Client or the Client's failure to perform any relevant obligation (Client's default):

  • Xdor Ltd, without limiting its other rights or remedies, shall be entitled to suspend the performance of the Services until the Client remedies the Client's default and to rely on the Client's Failure to release him from performing any of his obligations to the extent that the Client Default prevents or delays the performance of any of Xdor Ltd's obligations;

  • Xdor Ltd shall not be liable for any costs or losses incurred or incurred by the Customer arising directly or indirectly from the impossibility or delay of Xdor Ltd in discharging any of its obligations as set out in this clause 4. For the avoidance of doubt, the Client must continue to be liable for the monthly fee during each period during which Xdor Ltd suspends the performance of the Services; and

  • The Client must reimburse Xdor Ltd upon written request for any costs or losses incurred or incurred by Xdor Ltd arising directly or indirectly from the Customer's failure to fulfil its obligations.

5. Changes

5.1 If the Client wishes to change the scope or performance of the Services, it must send details of the requested change to Xdor Ltd in writing.

5.2 If the Client requests a change in the scope or performance of the Services, Xdor Ltd will provide, within a reasonable time, a written assessment to the Client of:

  • the likely time needed to implement the change;

  • any necessary changes to the Fees resulting from the change; and

  • any other impact of the change on this Agreement.

  • If the Client wishes Xdor Ltd to proceed with the change, Xdor Ltd shall have no obligation to do so unless and until the parties have agreed on the necessary changes to the Fees, Services and any other relevant terms of this agreement to take account of the change. and this agreement was modified in accordance with clause 8.

  • Xdor Ltd may, from time to time and without notice, modify the Services to comply with any applicable safety or legal requirements, provided that such changes do not materially affect the nature, scope or fees of the Services.

6. Fees and payment

6.1 Service charges are set out in the contract order form.

6.2 The initial fee shall be paid to Xdor Limited prior to the commencement of the provision of the Services. The monthly fees shall be paid by the Customer in accordance with the payment terms set out in the contract order form, in full and in cleared funds to a bank account specified in writing by Xdor Ltd.

6.3 The payment period is the essence of the Agreement.

6.4 Not all amounts owed by the Customer under the Contract include amounts in respect of the Value Added Tax (VAT) currently due. Xdor Limited, with a number 14456444 is not VAT registered in England and Wales. Where any taxable supply for VAT purposes is made under the Agreement by Xdor Ltd to the Customer, this type of service will be provided by third parties who are registered for VAT and can invoice services including VAT. Upon receipt of a valid invoice from Xdor Ltd, the invoice issued for the services provided solely by Xdor Ltd will not contain the so-called added VAT due to the Company's registration regime under the law in England and Wales. Upon changing the Registration Regime of Xdor Ltd, the company will update the billing mode automatically without further notice to the customer. Until then, the Customer will not pay Xdor Ltd the added value of the service provided by Xdor Ltd. If there are such additional amounts in respect of VAT that are due on the supply of the Services at the same time as the payment due for the supply of the Services, they will be charged by third parties, and Xdor Limited will play solely an intermediary-administrative role, to provide the invoice and the necessary information and documentation to the customer.

6.5 Without limiting any other right or remedy of Xdor Ltd, if the Customer fails to make a payment due to Xdor Ltd under the Contract until payment maturity (Maturity Date) agreed in a Letter of Commitment, Xdor Limited shall be entitled to charge interest on the overdue amount, the amount being up to 8.5 percent per month or at each. accruing daily from the due date to the date of actual payment of the delinquent amount, whether before or after judgment, accrual being determined and charged on a one-month basis.

6.6 The Customer shall pay all amounts due under the Agreement in full without deduction or withholding, except where required by law, and the Client shall not be entitled to make any credit, set-off or counterclaim against Xdor Ltd to justify withholding payment of any such amount in whole or in part. Xdor Ltd may, without limiting its other rights or remedies, offset any amount owed to it by the Customer against any amount payable by Xdor Ltd to the Customer.

6.7 The Client is responsible for the fees for any third party resources and maintains such adequate funds in all third party accounts as are necessary to maintain inclusion in such resources. The proposal sets out an estimate of the fees that the Client will incur for the inclusion of keywords and other lists in the Third Party Resources.

7. Intellectual Property Rights

7.1 The Client hereby authorizes Xdor Ltd to use all the intellectual property rights of the Client that are on the Website for the purpose of providing the Services.

7.2 Subject to clause 7.3, all Intellectual Property Rights arising out of the Results, including any graphics or programming code, shall be the property of Xdor Ltd until the Client has paid the Fees in full. Once the Client has paid the fees in full, all such Intellectual Property Rights are automatically transferred to the Client.

7.3 The Client acknowledges that where Xdor Ltd does not own any Pre-existing Materials, Xdor Ltd licenses all such rights of the Client to remuneration for non-exclusive royalty throughout the world to such extent as is necessary to enable the Client to make a reasonable use of the Results and that such license and the use by the Client of any intellectual property rights in the Pre-existing Materials depends on Xdor Ltd obtaining a written licence from the respective licensor on such terms as entitle Xdor Ltd to license such rights to a Customer.

7.4 Between Client and Xdor Ltd Input material is the property of Customer. Client licenses all intellectual property rights and other rights in input material to Xdor Ltd on a non-exclusive global royalty basis to the extent necessary to allow Xdor Ltd to provide the Services.

7.5 The Client undertakes to hold all necessary licenses and consents to allow Xdor Ltd to use the Input material for the purpose of providing the Services.

7.6 The Client hereby authorizes Xdor Ltd to annotate and insert on the Website the identification of Xdor Ltd as the author of the specific code it provides as part of the Services, provided that Xdor Ltd inserts such identification only when it is the rightful owner of such code.

8. Indemnities

8.1 The Customer fully indemnifies Xdor Ltd against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded or incurred or paid by Xdor Ltd as a result of or in connection with a claim against Xdor Ltd:

  • for actual or alleged infringement of the intellectual property rights of a third party arising out of or in connection with the receipt or use of the input material;

  • for death or personal injury or damage to property arising out of or in connection with defective goods, products or services sold through the Campaign.

8.2 Xdor Ltd indemnifies the Customer in full, in part, against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Customer as a result of or in connection with:

  • any interruption of third party services used by the Customer, including merchant accounts, shopping carts, delivery, hosting, real-time credit card processing arising from the provision of the Services by Xdor Ltd only if it is found that this is the result of the direct activity of Xdor Ltd and the provision of the services; or

  • any claim brought against the Client for actual or alleged infringement of the intellectual property rights of a third party arising out of or in connection with the insertion of the identification of Xdor Ltd on the Website as the author of the specific code, material (design, music production, copyrighted work protected by a patent) that Xdor Ltd provides as part of its Services to the customer.

9. Privacy

The Party (the Receiving Party) shall keep strictly secret all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other Party (Disclosing Party), its employees, agents or subcontractors, as well as any other confidential information concerning the business of the Disclosing Party or its products or services that the Receiving Party may obtain. The receiving Party shall limit the disclosure of such confidential information to such employees, agents or subcontractors as may be aware of it for the purpose of performing the obligations of the receiving Party to the Contract and shall ensure that such employees, agents or subcontractors are subject to confidentiality obligations consistent with those binding upon the receiving Party. This clause 9 shall remain in force upon termination of the Agreement.

10. Results

10.1 Client acknowledges and accepts the following in connection with the Services:

  • Xdor Ltd is not responsible for the resource policies of third parties. The Website or any content therein may be excluded or prohibited from the Third Party Resources at any time.

  • Many third-party resources are competitive in nature. Accordingly, Xdor Ltd does not guarantee the position of any PPC keyword, phrase or search term.

  • Xdor Ltd's past performance in providing the Services or services similar to the Services is not indicative of any future results that Xdor Ltd may achieve on behalf of the Client.

  • PPC advertising may be subject to the policies and procedures of the individual PPC advertising network. PPC Advertising is created and managed through licensing software tools/programs owned by third parties. Any revision or change made to such rules and procedures, as well as the use of relevant third-party software, may affect the performance of the Campaign and the Client acknowledges that this is beyond the control of Xdor Ltd and that it will not seek any liability. Xdor Limited, for its part, will endeavour to remedy any negative effects on the Campaign resulting from revision or modification of these policies and procedures.

  • A search engine or PPC ad network may miss a list for no apparent or foreseeable reason. If the list does not reappear on the search engine or PPC ad network within a reasonable period of time, Xdor Ltd will resubmit the Resources based on the current policies of the search engine or PPC ad network.

  • Unless otherwise agreed in PPC Brief, Xdor Ltd does not warrant placing the Customer's advertising, its availability or the stock associated with the fund in the Client's search engine or PPC ad network account.

  • Xdor Limited will make all reasonable efforts to inform the Customer of any changes to the Third Party Resources, via email, telephone, applications such as Viber, WhatsApp, Messenger or an internal server portal of Xdor Ltd, industry practice or any other changes notified to Xdor Ltd that may affect the Campaign and the provision of the Services. However, Xdor Ltd may not be aware of such changes.

LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS FOCUSED ON THIS CLAUSE!

  • Nothing in these Terms limits or excludes Xdor Ltd's liability for:

  • death or personal injury caused by his negligence or the negligence of its employees, agents or subcontractors;

  • fraud or fraudulent misrepresentation; or

  • breach of the conditions set out in section 2 of the Supply of Goods and Services Act 1982 (right of ownership and quiet possession).

  • According to clause 11.1:

  • Xdor Ltd shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of legal obligation or otherwise:

  • for any losses, damages, costs, expenses or other claims for compensation arising from inputs or instructions provided by the Client that are incomplete, inaccurate, inaccurate, illegible or arising from their delay or non-arrival, or any failure of the Client to comply with its obligations in clause 4.1 or any other fault of the Client or the agents or subcontractors of the Client;

  • for any loss, damage, cost, expense or other indemnity claims arising out of the use of Third Party Resources;

  • of any loss or any indirect or consequential loss arising out of or in connection with the Contract; and

  • Xdor Ltd's total liability to the Customer in respect of all other losses arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of legal obligation or otherwise, shall under no circumstances exceed the Fees.

  • Except as set out in these Terms, all warranties, conditions and other terms implied by law or common law are excluded from the Agreement to the fullest extent permitted by law.

  • This clause 11 shall remain in force after termination of the Agreement.

12. Termination

12.1 Without limiting its other rights or remedies, Xdor Ltd may terminate the Agreement with immediate effect by written notice to the Customer if:

  • if the Client fails to pay any amount due under the Agreement on the due date for payment;

  • The Client commits a material breach of the Contract and (if such breach is correctable) fails to remedy such breach within 14 days after being notified in writing of the breach;

  • The customer suspends or threatens to suspend the payment of its debts or is unable to pay its debts when they fall due, or recognises an inability to pay its debts or (as a company) is considered unable to pay its debts within the meaning of section 123 of the Bankruptcy Act 1986 or (as an individual) is considered or unable to pay its debts, either having no reasonable prospect of doing so, in either case within the meaning of section 268 of the Bankruptcy Act 1986 or (as a partnership) has a partner to whom any of the above applies;

  • The Client shall enter into negotiations with all or any class of its creditors with a view to rescheduling any of its debts or make an offer of or enter into a compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme of solvent merger of the Client with one or more other companies or solvent reorganization of the Client;

  • a petition has been filed, notice given, a decision has been adopted or an order has been placed for or in connection with the liquidation of the Client (as a company), other than the sole purpose of a solvent aggregation scheme of the Client with one or more other companies or the solvent reconstruction of the Client;

  • the client (as an individual) is the subject of a petition or bankruptcy order;

  • a creditor or encumbrance of the Client attaches or takes possession, or attachment, execution, sequestration or other similar process is imposed or compelled upon or judicially against, all or any part of its assets and such attachment or process shall not terminate within 14 days;

  • an application has been submitted to the court or an order has been issued appointing an administrator or if a notification of intention to appoint an administrator has been filed or if an administrator has been appointed to the Client (as a company);

  • holder of a floating obligation on the assets of the Client (as a company) has acquired the right to appoint or appoint an administrative trustee;

  • a person acquires the right to appoint a trustee in bankruptcy over the assets of the Client or a trustee is appointed over the assets of the Client;

  • any event occurs or proceedings are undertaken with respect to Client in any jurisdiction to which it is subject that have an effect equivalent to or similar to any of the events mentioned in clause 12.1(c) to clause 12.1(j)

(including);

  • The customer ceases or discontinues or threatens to cease or desist the conduct of all or a substantial part of its business; or

  • The client (as an individual) dies or, due to illness or incapacity (whether mental or physical), is unable to manage his own affairs or becomes a patient under any mental health legislation.

12.2 Without limiting its other rights or remedies, Xdor Ltd shall be entitled to suspend the provision of the Services under the Agreement or any other agreement between Client and Xdor Ltd if Client becomes the subject of any of the events listed in Clause 12.1(c). to clause 12.1(m), or Xdor Ltd reasonably believes that the Customer is about to become subject to any of them, or if the Client fails to pay any amount due under this Agreement on the due date for payment.

13. Consequences of termination

13.1 Upon termination of the Agreement for any reason:

  • The Customer must immediately pay Xdor Ltd all unpaid invoices and interest to Xdor Ltd and, in respect of Services provided but for which no invoice is presented, Xdor Ltd shall submit an invoice to be paid by the Customer immediately on receipt;

  • subject to Customer's compliance with clause 13.1(a), Xdor Ltd will return to the Customer all inputs and all information and materials relating to the Campaign and any other Services reasonably necessary for the Client or its agents or suppliers to continue to provide services similar to those provided under the Agreement, except that Xdor Ltd will not be obliged to disclose any confidential information relating to its business or systems, including any technical and commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature;

  • the parties' accrued rights, remedies, obligations and responsibilities at the time of expiry or termination will not be affected, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination or expiry; and

  • Clauses that expressly or implicitly have effect after termination shall continue in full force and effect.

14. Data protection

14.1 All personal data processed by and on behalf of Xdor Ltd in connection with the Services will be processed in accordance with the Privacy Policy of Xdor Ltd, a copy of which may be obtained from Xdor Ltd upon request.

15. General

15.1 Force majeure :

  • For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of Xdor Ltd, including but not limited to strikes, lockouts or other employment disputes (whether involving the workforce of Xdor Ltd or any other party), denial of a utility or transportation network, natural disaster, war, riot, civil unrest, malicious damages, compliance with a law or government order, rule, regulation or instruction, accident, damage to an installation or machine, fire, flood, storm or failure of suppliers or subcontractors.

  • Xdor Ltd shall not be liable to the Client as a result of any delay or non-performance of its obligations under this Agreement as a result of a Force Majeure event.

  • If a force majeure event prevents Xdor Ltd from providing any of the Services for more than 6 weeks, Xdor Ltd, without limiting its other rights or remedies, shall be entitled to terminate this Agreement immediately by written notice to the Client.

15.2 Assignment and subcontracting :

  • Xdor Ltd may at any time subcontract, transfer, charge, subcontract or otherwise deal with all or part of its rights under the Contract and may subcontract or delegate in any way some or all of its obligations under the Contract to a third party, company, company or agent of independent practice.

  • The Customer shall not be entitled, without the prior written consent of Xdor Ltd, to assign, transfer, charge, subcontract or deal in any other way with all or some of its rights or obligations under the Agreement. Upon becoming aware of such an event, Xdor Ltd may terminate its services immediately without notice.

15.3 Notes :

  • Any notice or other communication to be given to one of the parties to or in connection with this Agreement must be in writing and delivered to the other party in person or sent by prepaid first-class mail, registered delivery or commercial courier, at its registered office (if a company) or (in any other case) its principal place of business or faxed to the main fax number of the other party.

  • Any notice or other communication will be deemed to have been duly received if delivered in person when left at the address referred to above or, if sent by prepaid first-class mail or registered delivery, at 9:00 a.m. on the second business day after shipment or if delivered by commercial courier, on the date and at the time the courier's delivery receipt is signed, or, if sent by fax, on the next working day following the transmission.

  • This clause 15.3 does not apply to the service of any proceedings or other documents on any legal action. For the purposes of this clause, "in writing" does not include emails and, for the avoidance of doubt, notice given under this Agreement will not be valid if sent by email.

15.4 Waiver :

  • Waiver of any right under the Contract is effective only if it is in writing and is not considered a waiver of subsequent breach or non-performance. The failure or delay on the part of a party in the exercise of any right or remedy under the Treaty or in law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or limit its further exercise. No single or partial exercise of such right or remedy shall preclude or restrain the further exercise of this or any other right or remedy.

  • Unless expressly provided otherwise, the rights deriving from the Agreement are cumulative and do not exclude the rights provided for by law.

15.5 Termination :

  • If a court or other competent authority finds that any provision of the Agreement (or any part of any provision) is invalid, unlawful or unenforceable, that provision or part of the provision shall, to the extent necessary, be deemed deleted and the validity and enforceability of the other provisions of the contract shall not be affected.

  • If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and lawful if part of it were deleted, the provision would apply with the minimum change necessary to make it legal, valid and enforceable.

  • No partnership : Nothing in the Contract is intended or to be deemed to constitute a partnership or joint venture of any kind between either party, nor does it constitute any party's agent of any other party for any purpose. No party has the right to act as an agent or bind the other party in any way.

  • Third parties: A person who is not a party to the Contract has no rights under or in connection with it.

  • Variation: Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract will only be binding when agreed in writing and signed by an authorized entity representing Xdor Ltd.

  • Applicable Law and Jurisdiction: This contract and any dispute or claim arising out of or in connection therewith or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Disclaimer:

To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

  • Limit or exclude our or your liability for death or personal injury;

  • Limit or exclude our or your liability for fraud or fraudulent misrepresentation;

  • Limit any of our or your liabilities in any way that is not permitted under applicable law; or

  • Exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.