Be sure to read carefully the following CENTILI General Terms and Conditions ("Terms" or "Agreement") as they set out your rights and obligations when you register, or anyhow engage with CENTILI for supply of Electronic Digital Content through the CENTILI Platform, whether CENTILI is included into the supply chain or it merely acts as a CENTILI Platform provider.
By entering into a Business Collaboration with CENTILI (as defined below), you agree that you have read the Terms and that you fully understand and are bound by these Terms.
Without limiting the above, CENTILI may in its sole discretion ask you to accept any or all of the terms when you first CENTILI establish Business Collaboration with CENTILI.
If you do not want to be bound by the terms, you must not register for, or use CENTILI service, or engage with CENTILI in the course of supply of EDC through the CENTILI Platform.
If you concluded a written contract with us, you will also be bound by these Terms. However, to the extent that there is a conflict between the written contract and these Terms, the written contract will prevail.
1.1. This business collaboration agreement (hereinafter the "Agreement") is between You ("You") and CENTILI Limited, whose registered office is at 86 Jermyn Street, 5th Floor, London SW1 Y6AW, United Kingdom ("CENTILI").
2.1. In this Agreement:
"Business Collaboration" shall mean engaging with CENTILI for provision of CENTILI Services or supplying CENTILI with EDC for further supply of that EDC through the CENTILI Platform to Third Parties via Network Operators or CENTILI Partners.
"CENTILI data" means data, which is provided or generated in the course of CENTILI's business activities;
"CENTILI Partner" shall mean any Third Party collaborating with CENTILI in the course of further supply of EDC, excluding the Network Operators;
"CENTILI Rights" means all Intellectual Property Rights owned by or licensed to CENTILI prior to or after the Commencement Date, including but not limited to those Intellectual Property Rights involved in any aspect of CENTILI's business activities, the CENTILI Platform or any device, software or data used in connection therewith, including without limitation the CENTILI Data;
"CENTILI Service" means the provision of a technology platform that allows the values of sales to End-Users to be communicated to the Network Operators for billing purposes
"CENTILI Platform" shall mean CENTILI's proprietary platform used for the provision of CENTILI Services as defined above or for the supply of EDC, processing Transactions, the collection of fees from the End-Users and for the payment of the purchased EDC to You according to these Terms;
"Data Protection Directive" means the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, or any other relevant law and / or regulation applicable in the territory of the execution of this Agreement;
"Electronic Digital Content" or "EDC" means music, games, graphics, video, text, images, information, text, data, graphics, software and audio and/ or visual or other similar material in whatever form which is being purchased by the End-User;
"End-User" means the Network Operator's subscriber who purchases the EDC in accordance with this Terms;
“GDPR” means 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, and repealing Directive 65/46/EC (General Data Protection Regulation).
"Intellectual Property Rights" means all copyright (including but not limited to rights in computer software), patents, trademarks, trade names, trade secrets, registered and unregistered design rights, database rights and topography rights, all rights to bring an action for passing off, any other similar form of intellectual property or proprietary rights, statutory or otherwise, whether registrable or not and shall include applications for any of them, all rights to apply for protection in respect of any of the above rights and all other forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;
"Intermediary" means a taxable person taking part in the relevant supplies of EDC. This person is acting in their own name but on behalf of the provider of those services according to new Article 9a of Council Implementing Regulation (EU) No 282/2011 of 15 March 2011, as applicable from 1st January 2015.
"Network Operator " shall mean any firm operating a GSM-based mobile telephony network, offering mobile telephony services to its subscriber base.
"Partner Panel" is a tool provided by CENTILI that enables the monitoring of the Transactions as stated in the clause 5. of these Terms;
"Schedule" shall mean the schedule(s) attached to this Terms from time to time by mutual agreement of the Parties that (i) describes the Services; (ii) details fees and charges for the Services and administration costs related thereto, and (iii) any other terms and conditions or Addendum relevant to matters contemplated by this Agreement
"Service Specifications" means CENTILI documentation detailing the features of CENTILI services;
"Settlement Data" means the data generated by CENTILI Platform and provided by CENTILI to You, which data contains the number of purchases of EDC and amount of your fees/payout for the reference month;
"Taxes" means any federal, state, local or foreign government tax, fee, duty, surcharge, or other tax-like charge that is required or permitted by applicable law to be collected from You by CENTILI;
"Third Party" means any and all persons or entities not a Party to this Terms;
"Trading Limits" means the maximum amount per Transaction CENTILI which is based on the Network Operator's policy or statutory or technical requirements as notified by the relevant Network Operators;
"Transaction" means each individual purchase of the Electronic Digital Content by the End-Users;
"Your Services" means the service(s) operated by You for supplying the EDC to End-users;
"Website" means the website at www.centili.com
3. Binding agreement
3.1 You understand and agree that by establishing the Business Collaboration with CENTILI, you are bound by these Terms.
3.2. CENTILI is permitted to make changes to this Terms by notifying You in advance via the contact details You have provided on the Website The continued Business Collaboration with CENTILI receipt of such notification constitutes your binding acceptance of the amended terms as described herein.
4. Grant of rights
4.1. Subject to the provisions of these Terms, CENTILI grants You a limited, non-exclusive and non-transferable licence to use the Service and the Website.
4.2. CENTILI may at any time and at its sole discretion limit, deny, create different priorities for different users, update or cancel some or all of the functionality of the Service without prior notice or limit the features of the further supply of EDC it is offering.
4.3. You may provide Your Service using the CENTILI service or supply CENTILI with EDC for further supply through the CENTILI Platform via CENTILI Partners/Network Operators. You are solely responsible for the contents of Your Services and EDC, and adherence of Third Parties involved with You to the provisions of these Terms and other terms and conditions provided on the Website.
4.4. CENTILI reserves the right to investigate, at its own discretion, any activity that may violate this Terms.
4.5. You shall ensure that no false or misleading information, viruses or any other harmful, damaging or destructive programs, or any content which infringes or may infringe any third party intellectual rights are distributed with Your Service or anyhow supplied by you to CENTILI.
5. Financial provisions
1. You will be able to monitor the Transactions based on the data from the CENTILI Platform, containing the following reports:
i. Cumulative report: where will be the detailed view of volume of purchases made by End-Users and revenues from them;
ii. Detailed report: where will be the detailed view of volume of purchases made by End-Users per service and per price point.
You acknowledge that Partner Panel can be used for management services only, and it's not "error free", Your actual payout/fees will be calculated based on the Settlement Data only, as stated below within this Schedule.
2. All financial reports, statements, invoices, charges and payments made under this Agreement shall be in Euros.
3. Your payout for purchased EDC will be communicated to You via e-mail in the form of rate cards, specifying the applicable payout per Network Operator and calculated in accordance with this Section 5. CENTILI shall be entitled to change agreed rates and/or the fees for any aspect of its services or maintenance by means of email notification to You. Changes shall apply immediately unless it is specified different on the rate card list.
CENTILI shall make reasonable efforts to notify You in advance of such changes.
In the event that You do not agree with the changes, this Agreement can be terminated in accordance with Section 12 of the Agreement.
4. In the event that CENTILI does not receive a payment in respect of any Transaction or only receives a partial payment in respect of any Transaction, whether due to (i) an error or fault in the CENTILI service (whether or not caused by CENTILI); (ii) any act or omission by a Network Operator; (iii) any act or omission by an End user; or (iv) any other cause, CENTILI shall not be liable to pay Your portion of the payout or the fees for supplied EDC regarding that Transaction to You.
5. In the event that any Network Operator or CENTILI Partner makes any set-off or retains any payment payable to CENTILI as the result of any Transaction which is challenged by an End user after the date of payment, (a "Challenged Transaction"), CENTILI shall in turn be entitled to set-off or retain Your portion of the payout or the fees for supplied EDC of any such Challenged Transaction from any subsequent payment to You.
6. The Business Collaboration with CENTILI will refer to one of the following models:
6. A) SUPPLY OF EDC THROUGH THE CENTILI PLATFORM WITH CENTILI AS AN INTERMEDIARY
Within the countries where the declaration and payment of Value Added Tax (VAT) or any similar sales tax for supply of EDC to End - Users ("b2c" supply) is legally incumbent on the Network Operator(s), the Network Operator(s)/CENTILI Partners, as well as CENTILI, are acting as Intermediaries, as defined above and Your fees shall be net of any sales taxes;
The billing process shall be the following:
You will invoice CENTILI on a monthly basis for the fees for the reference month based on the Settlement Data. Reference month is the calendar month for which settlement is being reconciled. Settlement Data is due from CENTILI to You within fifteen (15) days from the receipt of the amounts net of VAT from the Network Operators or CENTILI Partners.
You will submit an invoice to CENTILI as soon as possible after the receipt of Settlement Data and will clearly mark on the invoice that it is related to the supply of Electronic Digital Content.
The payments of the fees/payout shall be due thirty (30) days upon the receipt of the invoice.
6. B) CENTILI AS TECHNOLOGY PROVIDER
In this model applicable to territories within the countries where the Network Operators disclaim its liability for VAT you are obliged to declare and pay VAT (the "VAT Pass Through Model). Within EU it can be done through the so called Mini One Stop Shop ("MOSS") system, for which prior registration is necessary, in a timely manner, or to register for VAT in all the countries where EDC is offered to End-Users and fulfil such obligation, in case the You are not registered in one of the European Union countries.
Under the VAT Pass Through model, b oth Parties agree that CENTILI participates in collecting payments owed to You by providing technology platform that allows the values of sales made by the Clients to End-users to be communicated to the mobile network operators for billing purposes, and therefore:
a. CENTILI is not involved in the production, resale, supply or delivery of EDC supply and is not involved in authorizing the charge, the delivery, nor in setting the terms and conditions of the EDC supply.
b. CENTILI is not liable for any VAT due on any EDC supply made to End-Users by You within EU.
c. Subject to the clause 4. below, You will be the sole suppliers of EDC to the End-Users and are responsible for all taxes and/or any other liabilities as set out in the Agreement including but not limited to VAT.
d. You will not be liable for making available to the End-User an invoice document showing that You are liable for VAT and the provision/supply of the services.
The billing process shall be as follows:
CENTILI shall pay You the difference between:
a) The amount received from Network Operators; and
b) The transaction fees CENTILI shall be charging to You in respect of the CENTILI Services.
The amounts stated above within the parts a) and b) shall be contained within the Settlement Data which shall be provided to you within fifteen (15) days after CENTILI receives the payouts from the Network Operators. If you agree with the Settlement Data, You will express your consent as soon as possible after receiving the Settlement Data. The payments of the fees/payout shall be due thirty (30) days upon the receipt of Your consent.
7. If You dispute the Settlement Data You must notify CENTILI within thirty (30) days after the receipt of such Data or the claims to such payments are considered waived. The dispute notification shall contain all the details regarding the dispute and the reasons thereof and the relevant proof in support of its dispute. The amounts received from the Network Operators or CENTILI Partners shall always be the basis for resolving any discrepancy that may occur. If the dispute is within seven per cent (7%) of the total underpayment, the Parties agree to forgive the difference in dispute.
8. Unless otherwise already provided to CENTILI, You will provide Your registered business address and specification of the legal form, as well as the tax/VAT (VAT ID) number under which the VAT is declared for the services provided by You to End-Users within 15 days from the Commencement Date. You will be deemed to remain tax resident in the same territory unless it notifies CENTILI of a change of tax residency on thirty (30) days prior written notice. In the event that CENTILI is not reasonably informed of a change in Your tax residence, You shall indemnify CENTILI against any costs (including but not limited to withholding tax and any accrued interest and penalties) incurred by CENTILI due to such failure to inform.
9. Should You not be the party providing the EDC to the End-Users, You warrant that You will contractually bind the actual service provider with the obligations stated in this Agreement.
10. CENTILI shall be entitled to make any deduction or withholding required by law from any payment payable under this Terms and in the event that a withholding tax or deduction is payable by CENTILI, CENTILI shall pay any revenue payable net of the applicable withholding and deductions required by law to You.
11. In respect of Clause 5.6, CENTILI shall supply evidence to Your reasonable satisfaction that CENTILI has accounted to the relevant authority for the sum withheld or deducted and shall provide all such assistance as may be reasonably requested by You in recovering the amount of the withholding.
12. In the event that a double taxation treaty applies which provides for a reduced withholding tax rate, CENTILI shall only withhold and pay the reduced tax on Your behalf and for Your account if an appropriate exemption certificate is issued by the competent tax authority and provided by You to CENTILI.
13. If CENTILI, in good faith, makes a payment as applicable without set-off, counterclaim, or required withholding or deduction and a subsequent audit identifies that a withholding or deduction should have been made from such payment, You shall be liable to pay this withholding or deduction to the relevant authority or (if CENTILI makes the payment to the relevant authority) to CENTILI. In addition, in the event that an audit identifies that the withholding or deduction has not been made due to Your fault as applicable, the You shall also pay any interest and penalties due thereon and shall indemnify CENTILI in respect of any such residual liability. Either party shall take reasonable actions in order to mitigate penalties, where possible according to the local legislation.
14. In the event that due charges have not been paid by You, then CENTILI shall be entitled to suspend (i.e. stop) the provision of CENTILI services until further full due payment has been made by You. In the event that any payment due under this Agreement is not paid on the due date for payment then CENTILI shall be entitled to charge a late payment charge of 1 % monthly or 12% annually from the date due until such amount is paid.
15. It is hereby agreed that CENTILI shall execute the payment of Your payout/fees when they are equivalent to, or higher than the amount of 500,00 (five hundred) EURO (the "Minimum Payout"). Should Your payout/fees for the particular settlement period be lower than the Minimum Payout, CENTILI shall accumulate this amount until it reaches the Minimum Payout. Once reached the Minimum Payout it will trigger the obligation on CENTILI to make the payment of your payout. You hereby acknowledge that constraints of this Clause are imposed on CENTILI by Network Operators on which CENTILI is dependent for the collection of the monies from the End Users. CENTILI reserves the right to retain Your payout/fees in the event they don't reach Minimum Payout within one (1) year from the entering into this Agreement.
16. The transaction costs related to Your payout/fees shall be borne by You. This includes, without limitation, the fees and charges levied by the banks or any other financial institutions, including any correspondent banks. You acknowledge that amount of 8,00 (eight) EUR levied on the payout/fees is therefore borne by You for each for transactions outside the European Union and 1,00 (one) EUR for each transaction within the European Union.
7.1. CENTILI provides the CENTILI service to You and/or further supplies the provided EDC on an "AS IS" basis, subject to the clauses and conditions of these Terms. CENTILI makes no guarantee regarding the performance of CENTILI's systems, Network Operators' billing systems, or the amount of any payment to be made to You under these Terms.
7.2. You represent, warrant and undertake that:
7.2.1. You have the adequate legal capacity to enter into this Agreement;
7.2.2. if You are acting on behalf of a body corporate, that You are duly authorized to enter this Terms on behalf of that body corporate
7.2.3. If You are an individual, You are at least 18 years old;
7.2.4. You will use the CENTILI service only for lawful purposes and in accordance to this Terms and the instructions provided on the Website; and
7.2.5. You will ensure that all aspects of Your Service and each Transaction shall comply with all laws, regulations and guidelines applicable in any territory in which any End user initiates such Transactions.
8. Limitation of use of CENTILI services or supply of EDC
8.1. You will be solely responsible for any legal liability arising out of or relating to the supply of EDC. If CENTILI is notified or otherwise becomes aware of EDC which violates the requirements stated within this Agreement or any other provision herein, CENTILI may (but shall not be required to), in its sole discretion immediately suspend activities of supply of EDC via CENTILI Platform or CENTILI Services. CENTILI shall also be entitled to grant to You the period to cure the breach, and if the breach isn't cured during the granted period, or it cannot be cured, to terminate this Agreement. Notwithstanding with the foregoing, CENTILI shall not be liable for any damages incurred to You because of any such action, therefore CENTILI shall be entitled to charge any contractual penalty to You imposed by Network Operators, CENTILI Partners or the competent authorities and to withhold any payment of your fees/payout to You until the full amount of such penalty is settled.
8.2. Unless otherwise expressly consented to in writing by CENTILI (which consent may be withheld or withdrawn by CENTILI at its sole discretion), You agree that you shall not supply the EDC to procure payment for any content or services related in any way to:
8.2.1. Gambling or similar services; or
8.2.2. Adult content (including without limitation explicit language, nudity, or other content as deemed inappropriate for under 18's by the laws of England and Wales).
8.3. Unless otherwise expressly consented to in writing by CENTILI (which consent may be withheld or withdrawn by CENTILI at its sole discretion), You warrant, represent and undertake that the EDC does not contain:
8.3.1. contain the gambling or similar services; or
8.3.2. any adult content or services (including without limitation explicit language, nudity, or other content as deemed inappropriate for under 18's by the laws of England and Wales).
8.4. You shall not access, store, supply, distribute or transmit any viruses, or any material during the course of supplying of the EDC that:
8.4.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
8.4.2. facilitates illegal activity;
8.4.3. promotes unlawful violence;
8.4.4. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or
8.4.5. causes damage or injury to any person or property;
and CENTILI reserves the right, without liability to You, to disable Your access to any material that breaches the provisions of this clause.
8.5. You shall not:
8.5.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the CENTILI software related to the CENTILI service in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the CENTILI software related to the CENTILI service; or
(iii) access all or any part of the CENTILI service in order to build a product or service which competes with the CENTILI service.
6. You are solely responsible for the stipulation, the EDC and all other required aspects of Your agreements with the End - Users related to the Content and the Transactions. You hereby warrant CENTILI that all such agreements with the End - Users, in all their aspect, fully comply with all laws, regulations and other requirements of all the jurisdiction of the End - User's residence and /or domicile. You also warrant CENTILI that all Trading Limits shall be respected.
1.1. You will not utilize any unsolicited or unauthorized advertising, promotional materials or any other forms of solicitation nor will supply the EDC with such purpose;
1.2. Before the supply of EDC, You may be requested to submit the EDC for approval to CENTILI. CENTILI's approval does not indicate that the EDC will be legitimate in any jurisdictions, rather it is to ascertain that the EDC is in line with CENTILI's requirements. CENTILI is not obligated to pre-screen or monitor any EDC in order to discover any infringements against the laws, industry standards or Terms therein. CENTILI explicitly disclaims any responsibility for the EDC.
1.3. Upon written request from CENTILI, You will as soon as practicable, with reasonable detail provide evidence of compliance with this Section 8.
9. End User data and Data Protection
9.1. You shall comply with all applicable data protection laws in respect of any Processing of Personal Data conducted by them pursuant to this Terms.
9.2. You agree that where CENTILI provides to You any Personal Data of the End - Users, that You shall:
9.2.1. use such data solely as necessary for the purposes of supplying EDC, provided that such Content have been requested and/or resolving Customer support queries related to EDC, and for no other purpose. Any use of CENTILI Service to obtain the Personal Data of an End - User without that End-User's consent will be considered a material breach of this Terms;
9.2.2. retain such data for only so long as is strictly necessary for such purposes and, in any event, in compliance with applicable data protection and telecommunications laws;
9.2.3. without limiting the foregoing, not use such data for the purposes of You profiling and/or marketing whether from that information itself or by associating such data with any subsequent data provided by CENTILI;
9.2.4. comply with CENTILI reasonable data protection and security requirements and policies (CENTILI may, upon reasonable notice to You, audit the Your compliance with such requirements and policies), including the manner in which the End-User's approval is obtained for Your use or other related End - User's Personal Data.
10. Confidentiality and Data Protection
10.1. You will at all times keep confidential all information acquired as a consequence of using Our Services, except for information already in the public domain or information which You are required to disclose by law, requested by any Regulator or reasonably required by Your professional advisors for the performance of their professional services.
10.3. With respect to the processing of personal data of your end-users that you provide to us through Services, You are controller and CENTILI is processor. You guarantee that you have obtained all required and valid consents under the applicable data protection laws and regulations (such as the EU General Data Protection Regulation) as required for the processing of personal data by INFOBIP for the performance of our Services and CENTILI will process that personal data only upon Your instructions and in accordance with data processing agreement. Centili Service shall be made available subject to an executed Data Processing Agreement between you and CENTILI. If you wish to enter into a data processing agreement with CENTILI, you can send a request to email@example.com and we will provide you with a pre-signed version of our Data Processing Agreement.
11. CENTILI Intellectual Property Rights
11.1. Ownership of all CENTILI Rights shall vest in and remain with CENTILI. Subject to clause 10.2, CENTILI does not by this Terms grant You any right, title, license or interest in or to any CENTILI Rights, including any software or documentation, or in any related patents, copyrights, trade secrets or other proprietary intellectual property. You shall acquire no rights of any kind in or to any CENTILI trademark, service mark, trade name, logo or product or service designation under which CENTILI products or services were or are marketed (whether or not registered) and shall not use same for any reason except as expressly authorized in writing by CENTILI prior to such use, but in no event for a period longer than the Term.
11.2. Notwithstanding the foregoing, CENTILI shall license to You for the Term only such use of CENTILI Rights as is directly and unavoidably required by You to use the CENTILI services (including any documentation or software which CENTILI makes available to You for the use pursuant to this Terms) for the Term.
11.3. Any license granted under this clause 10 shall be non-transferable, non-sub licensable, nonexclusive and royalty free and shall be limited to the Term in respect of the CENTILI services and shall be granted only for the purpose of fulfilling the respective Party's rights and obligations under this Terms.
11.4. Neither Party shall reverse engineer, decompile or disassemble any software comprised in the other Party's Intellectual Property Rights.
11.5. For the avoidance of doubt, neither CENTILI, Network Operators nor the End-Users are granted the authority or licence to copy, alter, modify, reproduce, adapt or combine any aspect of intellectual property embedded in EDC. The Intellectual Property Rights regarding the EDC shall remain with You at all times.
12. Compliance with laws
12.1. You are solely responsible for any legal liability arising out of or relating to the Content and Your Services (whether transmitted on its own or on any Third Party's behalf). If CENTILI is notified or otherwise becomes aware of Content which violates the requirements of this Terms, CENTILI may (but shall not be required to), in its sole discretion immediately suspend the CENTILI services, and/or terminate this Terms. CENTILI shall not be liable for any damages incurred by You because of any such action.
12.2. You shall be responsible for ensuring that all licenses, permits, and approvals which are necessary or advisable for the provision of Your Services and each Transaction and that in compliance with the Applicable Law are obtained and maintained during the term of this Agreement
12.3. In any marketing of Your Service, You are responsible for giving all the information specified and/or required by any Applicable Law, including price references with the retail price that the End users will have to pay for using Your Service.
12.4. CENTILI is not responsible for any matter or thing related to Your Services.
13.1. Either Party may terminate this Terms with or without cause at any time by sending written notice to the other party. 12.2. CENTILI may investigate any activity that may violate this Agreement. CENTILI may at any time, in its sole discretion, terminate the CENTILI business collaboration for any reason.
13.3. CENTILI reserves the right to terminate Your account, at any time, in case of termination of the Business Collaboration with CENTILI.
13.4. This Terms shall not be considered breached if CENTILI temporarily restricts or suspends some of its activities or fails to fulfil some of its obligations owing to an event of force major such as emergency, natural disaster, military conflict, epidemic, etc. for the duration of the effects of such force major. CENTILI shall take steps that might be rightfully requested from it in order to minimize the consequences of the force major.
14. Limitation of liability
14.1. You, at your own expense, will indemnify, defend, and hold harmless CENTILI, its Affiliates, and their respective employees, officers, directors, representatives and agents from and against all losses, damages, liabilities, settlements, costs and expenses (including attorneys' and professionals' fees and other legal expenses) arising out of or related to any claim, demand, suit, action, or proceeding initiated by a Third Party arising out of or relating to: (a) any breach by You of this Terms, (b) any of Your Services, EDC or other materials or services provided by You under this Terms, or (c) an allegation that the services or EDC provided by You in course of this business collaboration violates any local, state, federal or foreign law, rule or regulation. CENTILI will provide to You with a written notice of Your Covered Claim and permit CLIENT to control the defense, settlement, adjustment or compromise of Your Covered Claim.
14.2. Notwithstanding the foregoing, CENTILI will have the right - in its sole discretion - to employ separate counsel and participate in the defense of any Your Covered Claim, and You shall indemnify all reasonable costs incurred to CENTILI in such defense (such as reasonable attorney and third party fees and, to the extent permitted by law, fines and penalties etc.).
14.3. In no event shall CENTILI be liable to You under this Terms for any consequential, special, indirect, exemplary, or punitive damages, including indirect losses such as loss of earnings, financial or commercial loss, or loss of brand image whether arising in an action of contract, tort or other legal theory even if CENTILI have been advised of the possibility of such damages, CENTILI's total liability, in aggregate, under this Agreement for any claim is limited to the net amount paid by CENTILI to You during the 6 (six) month period immediately preceding the date of the claim.
15.1. You agree that CENTILI may use Your name and logo in presentations, marketing materials and customer lists.
15.2. Subject to the terms of this Terms, CENTILI grants You a non-exclusive, royalty-free license to use the CENTILI Trademark for the limited purposes of marketing, promoting and making available the CENTILI Services in accordance with the terms of this Agreement.
15.3. The Parties agree and acknowledge that, all rights in, title to and ownership of the CENTILI Trademarks shall remain with CENTILI and any and all goodwill shall vest in CENTILI.
15.4. Except as expressly provided by this clause 13 or permitted by Applicable Law:
15.4.1. neither Party shall use the names, trademarks, service marks, designs or logos, nor any adaptation, translation or variation thereof, of the other Party in any manner whatsoever without the prior written consent of the other Party in each instance; and
15.4.2. no right, title or interest in and to any copyright, names, trademarks, service marks, designs or logos of either Party is conveyed or intended to be conveyed by this Terms.
16. Retention of information
16.1. CENTILI may retain and use all information You provide, including but not limited to service usage details, contact and billing information. You agree that CENTILI may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling business collaboration with CENTILI. CENTILI may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. CENTILI disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. CENTILI may share non-personally-identifiable information about You, including service details, usage statistics and similar information collected by CENTILI, with advertisers, business partners, sponsors, and other third parties.
16.2. Any End user information is owned by respective Network Operator, and You can only use this information for providing Your Services. In case You abuse this rule and Network Operator judges so, the penalties in force at the time will be charged to You and You undertake to pay any such penalties. This clause will remain in force after the termination of this Terms.
17. Force majeure
17.1. Either Party's performance of any part of this Terms shall be excused to the extent that it is hindered, delayed or otherwise made impractical by the acts or omissions of the other Party or any Network Operator, flood, fire, earthquake, strike, stoppage of work, or riot, failure or diminishment of power or of telecommunications or data networks or services not under the control of a Party, governmental or military acts or orders or restrictions, terrorist attack; or any other cause (whether similar or dissimilar to those listed) beyond the reasonable control of that Party and not caused by the negligence of the nonperforming Party (collectively referred to as "Force Majeure" below).
17.2. If any Force Majeure condition(s) occur(s), the nonperforming Party shall make reasonable efforts to notify the other Party of the nature of any such condition and the extent of the delay, and shall make reasonable, good faith efforts to resume performance as soon as possible.
18. Entire Agreement
18.1. This Terms constitutes the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof. This Terms supersede all prior and contemporaneous agreements, representations and understandings between the Parties regarding the subject matter hereof.
19.1. No waiver of any provision of this Agreement by either Party shall be effective unless made in writing. The waiver of either Party of any default or breach of this Agreement shall not constitute a waiver or any other or subsequent default or breach.
20.1. In the event any provision of this Terms is held to be invalid or unenforceable, the remaining provisions of this Terms will remain in full force. Further, if any provision of this Terms, for any reason, is determined by a court of competent jurisdiction to be excessively broad or unreasonable as to scope or subject, such provision shall be enforced to the extent necessary to be reasonable under the circumstances and consistent with applicable law while reflecting as closely as possible the intent of the Parties as expressed in this Terms.
21. Relationship of the parties
21.1. The relationship of the Parties established by this Terms is that of independent contractors, and this Terms does not create an agency, employment, partnership or joint venture relationship between the Parties. Each Party acknowledges and agrees that the business relationship and activities contemplated by this Terms are nonexclusive and that nothing in this Agreement prohibits either Party from participating with Third Parties in similar business arrangements as those described herein.
22.1. Each Party may make available or otherwise disclose to the other Party during the negotiation or performance of this Terms certain business information, including information that is proprietary to a Third Party. Except as otherwise stated herein, all such information shall be considered the confidential and proprietary information of the Party disclosing such information ("Disclosing Party") if, when disclosed in writing or orally, it is clearly identified as confidential or proprietary ("Proprietary Information"). For the purposes of this Agreement, "Receiving Party" shall mean the Party and its employees, advisors and Affiliates to whom Proprietary Information is disclosed.
22.2. Proprietary Information shall not include:
22.2.1. Information that was independently developed by the Receiving Party without reference to or knowledge of the Disclosing Party's Proprietary Information;
22.2.2. Information that was known to the Receiving Party prior to disclosure by the Disclosing Party and that is free from any obligation to keep it confidential;
22.2.3. Information that is within the public domain through no action on the part of the Receiving Party;
22.2.3. Information that was received from a Third Party who was under no obligation to keep such information confidential.
22.3. Neither Party shall disclose the Proprietary Information of the other Party, except to its directors, officers, employees, consultants and attorneys, or except to those employees of its Affiliates who have a need to know such Proprietary Information for negotiation or performance of this Agreement and who have agreed to maintain the confidentiality of such Proprietary Information as provided herein.
22.4. If a demand under legal or regulatory authority of competent jurisdiction or a requirement of law for the discovery or disclosure of Proprietary Information is made known to the Receiving Party, the Receiving Party shall give the Disclosing Party notice of the demand or requirement prior to disclosing the Proprietary Information and shall, upon the request and at the expense of the Disclosing Party, obtain or cooperate in any efforts by the Disclosing Party to seek reasonable arrangements to protect the confidential and proprietary nature of such Proprietary Information.
22.5. The obligations described in this clause shall survive the termination of this Terms for a period of 5 (five) years.
22.6. Both Parties agree that a breach of any of the obligations set forth in this clause 21. would irreparably damage and create undue hardships for the other Party. Therefore, the non-breaching Party shall be entitled to immediate court ordered injunctive relief to stop any apparent breach of this clause 21., such remedy being in addition to any other remedies available to such non-breaching Party.
23. Governing law
24.1. This Terms shall be governed by and construed in accordance with the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the courts of the United Kingdom for the purpose of enforcing any claim arising hereunder.
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