1.1. These Policies apply as part of the Customer Agreement (the “Agreement”) which apply in your use of our Services. These Policies may be updated from time to time without notification to you. You are required to re-visit this page every time you visit or use our website (“Website”), use any service provided by Moscord, or transact in any other way with Moscord (the abovementioned acts referred to as “transacting with us”). You are required to fully comprehend these Policies in its entirety and before transacting with us.
2.1. Nothing in the Agreement between you and Moscord shall be construed as creating a joint venture, partnership, agency, employer/employee or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other.
2.2. Moscord’s relationship to the Customer is that of an independent contractor. Customer shall have no authority to bind Moscord to any contractual terms, or to assume or create obligations of any kind on Moscord’s behalf. Customer is not an agent, will not hold itself out as agent of Customer irrespective of the context and will expressly declare to all parties that Customer is not an agent of Moscord, has no authority to bind Moscord to any contractual terms, or to assume or create obligations of any kind on Moscord’s behalf.
3. SUBCONTRACTING, THIRD PARTIES, AGENT, ETC.
3.1. Moscord may have any obligation, including without limitation to the Services, carried out by third parties. Customer agrees that all the provisions (inter alia) limiting liability of Moscord and imposing on Customer the obligation to indemnify Moscord shall apply vis-à-vis Customer and such persons.
3.2. For all purposes under the Agreement, the Customer has full responsibility and liability for all acts or omissions of Customer’s Authorized Persons, Accompanying Persons, Associated Entities, agents, and all other representatives, and all such acts or omissions will be attributed to Customer for all purposes, including for the purposes of determining whether Customer has breached the Agreement. Without limiting the foregoing, the Customer is responsible and must ensure that Customer’s Authorized Persons, Accompanying Persons, Associated Entities, agents, and all other representatives do not take any actions that Customer is prohibited from taking under the Agreement.
4. GOVERNING LAW AND JURISDICTION
4.1. The Agreement shall be governed by the laws of England and Wales without regard to principles or rules of conflict of laws. The United Nations Conventions on Contracts for the International Sale of Goods will not apply to the Agreement. The Parties submit irrevocably to the non-exclusive jurisdiction of the Courts of England and Wales.
4.2. Negotiation. The Parties shall attempt to settle in good faith any dispute or difference which arises between them out of or in connection with the Agreement, by negotiations, prior to resorting to any judicial process.
5.1. In the event of ambiguity, conflict or inconsistency among the documents comprising the Agreement, the documents shall be given an order of precedence as follows where the terms of the earlier-listed document will prevail over the terms of the later-listed document as follows: (i) the Rules; (ii) the Appendices; (iii) the Agreement; (iv) the Policies and (v) any other category of documents.
6.1. Customer may not assign, attempt to assign, take any steps to assign or otherwise deal with any of Customer’s rights and obligations under the Agreement without Moscord’s prior written consent.
7.1. The failure of Moscord to insist on strict performance of any covenant or obligation under the Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of Moscord’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under the Agreement shall constitute a consent or waiver by Moscord to or of any other breach or default in the performance of the same or any other obligation. Neither the course of conduct between Customer and Moscord nor trade practice shall act to modify any provision of the Agreement
8.1. The Agreement may not be altered, amended or modified in any way except by mutual agreement.
9.1. If any provision of the Agreement is held to be invalid or unenforceable, all other provisions of the Agreement shall remain in full force and effect.
10.1. Any communication or notice to be made pursuant to the Agreement shall be provided by letter or by e-mail to the other Party.
Address: as provided in our notifications to you
Email: as provided in our notifications to you
Address: As provided by Customer to Moscord
Email: As provided by Customer to Moscord
11. ENTIRE AGREEMENT
11.1. The Agreement constitutes the final, complete and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
12.1. Without prejudice to any provision herein, Customer hereby represents and warrants that Customer will use the Services and use any Products purchased by Customer subject to the following terms:
(1.a) such use of the Services and use of the Products will not infringe, misappropriate or otherwise violate any third party’s Intellectual Property rights. Customer will contact Moscord immediately if anyone makes or threatens to make a claim against Customer or Moscord relating to the use of the Services and/or use of the Products and Customer will comply with all reasonable requests from Moscord in relation to any such claim;
(1.b) such use of the Services and use of the Products will conform to all the requirements of applicable Law, including all applicable health, safety and environmental regulations;
(1.c) such use of the Services and use of the Products will be in compliance with applicable Laws; and
(1.d) such use of the Products will be in compliance with all terms and conditions for which such use is subject to.
13.1. Customer shall co-operate fully with investigations of violations of systems or security networks or security at other sites and with law enforcement authorities in the investigation of possible criminal violations. If Customer violates any systems and/or network security, Customer may also incur other criminal or civil liability.
14. FORCE MAJEURE
14.1. Under no circumstances shall Moscord be held liable for any delay or failure or disruption of the content or services delivered through the Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or material, fire, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
15.1. It is the intent of the parties that no payments or transfers of value by Customer: (a) in connection with the Agreement or (b) relates to a matter connected with the subject matter of the Agreement; shall be made that have the purpose or effect of public or commercial bribery, or acceptance of or acquiescence in, extortion, kickbacks, or other unlawful or improper means of obtaining business. Customer hereby represents, warrants, and covenants that Customer and Customer’s Affiliates are fully aware of the provisions of the United States Foreign Corrupt Practices Act (referred to in this clause as “FCPA”), 15 U.S.C. §§78dd-1, et seq., as amended regarding, among other things, payments to government officials, and that Customer and Customer’s Affiliates will use, have used, procure, purchase, obtain the Services in compliance with the FCPA and all other applicable international, federal, state and local laws, including but not limited to all bribery and corruption laws in all relevant jurisdictions in which Customer, Customer’s Affiliates and Moscord operate in.
16.1. Capitalised terms have the meanings listed in the clause 5 of the Agreement.