Last updated: January 4th, 2019
PriApps Limited Standard Terms and Conditions of Sale
These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by PriApps Limited (referred to herein as “PriApps”):
1. Scope of Agreement
PriApps Limited (“PriApps”), a company registered in England and Wales, agrees, upon acceptance of an order placed by the Buyer, to supply the products and/or services specified in such order (“Work”) pursuant to these Standard Terms and Conditions of Sale (this “Agreement”). PriApps’ acceptance of any order is expressly limited to and conditioned upon the Buyer’s acceptance of this Agreement, which supersedes any contrary terms contained in Buyer’s purchase orders, invoices, acknowledgments, or other documents. The details of the Work, including quantity, price, and specifications, shall be set forth in the relevant order (“Order”).
2. Price and Payment Terms
(a) Prices payable by Buyer shall be as specified in the applicable Order. Unless expressly stated otherwise, prices exclude shipping, duties, and applicable taxes or VAT.
(b) Payment terms are net thirty (30) calendar days from the date of the invoice unless otherwise agreed in writing.
(c) Late Payment and Interest. If Buyer fails to make payment when due, Buyer shall pay:
– Interest on the overdue amount at 30% per annum, accruing daily from the due date until full payment (before and after judgment); and
– A late payment penalty of £100 (or equivalent in Buyer’s local currency) per unpaid invoice after a five (5) day grace period.
PriApps reserves the right to (i) withhold shipment or performance until all overdue amounts are paid, and/or (ii) revoke any credit terms previously extended.
(d) If Buyer’s account becomes more than ninety (90) days overdue, Buyer shall reimburse PriApps for all reasonable costs of collection, including legal fees, court costs, and enforcement expenses in any jurisdiction.
(e) In the event of a bona fide dispute regarding an invoice, Buyer must provide written notice of the dispute prior to the due date; otherwise, all charges are deemed valid and undisputed.
3. Buyer Materials and Data
(a) Buyer represents and warrants that any material it furnishes for performance of services by PriApps: (i) does not infringe any copyright, trademark, or other intellectual property rights of any third party; (ii) is not libellous or obscene; (iii) does not invade any person’s right to privacy; and (iv) does not otherwise violate any applicable law or regulation.
(b) Buyer warrants that it has the right to use and to have PriApps use any data provided by Buyer (“Data”) and that it will designate on the applicable Order if such Data is subject to enhanced data protection or privacy statutes, including but not limited to the UK GDPR or any local equivalent.
4. Intellectual Property
All intellectual property owned by PriApps as of the date of the Order or developed during the term of this Agreement shall remain the sole and exclusive property of PriApps. Buyer shall have a limited, non-exclusive licence to use such intellectual property solely as necessary to receive the Work. Buyer acknowledges that PriApps may provide similar services to other customers and may use its pre-existing materials, software, systems, or code in doing so.
5. Confidential Information
All confidential or proprietary information disclosed by one party to the other shall remain the property of the disclosing party. Confidential Information shall not include information that (i) was already known without restriction, (ii) becomes public through no fault of the receiving party, (iii) is independently developed, or (iv) is lawfully obtained from a third party without obligation of confidentiality. Each party shall use such information only as necessary to perform this Agreement and shall not disclose it to third parties except as required by law or as necessary for performance.
6. Indemnification
Each party (“Indemnitor”) shall indemnify, defend, and hold harmless the other party (“Indemnitee”) and its affiliates, officers, directors, and employees from and against all claims, damages, liabilities, and expenses (including reasonable legal fees) arising from any breach of this Agreement or grossly negligent or wilful acts by the Indemnitor or its agents. This indemnity shall survive termination of this Agreement.
7. Breach and Remedies
In addition to all other rights and remedies available under law or equity, if either party breaches this Agreement, the non-breaching party may: (a) Terminate the Order or Agreement immediately upon written notice; and (b) Seek injunctive or equitable relief and/or pursue any legal or equitable remedy available in any court of competent jurisdiction.
Failure by PriApps to enforce any provision shall not constitute a waiver of its rights. Buyer shall provide PriApps with written notice of any alleged breach and a reasonable opportunity to cure prior to asserting a claim.
8. Warranty
PriApps warrants that the Work shall conform in all material respects to agreed specifications. Except as expressly stated, PriApps makes no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. Buyer’s exclusive remedy shall be repair, replacement, or refund at PriApps’ option.
9. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. PRIAPPS’ TOTAL LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE FOR THE WORK GIVING RISE TO THE CLAIM.
10. Notice
Any notice required under this Agreement shall be in writing and sent by registered post, courier, or electronic mail (with delivery confirmation) to the addresses listed in the Order or to such other address as either party designates in writing. Notices are effective upon confirmed receipt.
11. Assignment
Neither party may assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that PriApps may assign this Agreement to any affiliate or successor in interest without Buyer’s consent. Any unauthorised assignment shall be void.
12. Status
The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employment relationship.
13. Compliance with Law
Each party shall comply with all applicable laws and regulations in performing under this Agreement, including those relating to data protection, anti-bribery, and export control.
14. Governing Law, Jurisdiction, and Enforcement Worldwide
This Agreement and any Order shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict-of-laws principles.
Each party irrevocably agrees that: (a) PriApps may initiate or enforce any claim, suit, or proceeding arising out of or relating to this Agreement in any court of competent jurisdiction, including (without limitation) any jurisdiction where the Buyer is domiciled, conducts business, or holds assets; (b) Buyer consents to such jurisdiction and venue for enforcement and collection actions; and (c) The courts of England and Wales shall be the home and principal venue of PriApps, and Buyer irrevocably submits to the non-exclusive jurisdiction of those courts for any proceeding initiated by Buyer.
Worldwide Enforcement. PriApps shall be entitled to commence, enforce, and collect judgments or payment obligations under this Agreement in any jurisdiction in which Buyer resides, conducts business, or holds assets. Buyer expressly consents to the jurisdiction of such courts for enforcement purposes and agrees that no further consent or authorisation shall be required for PriApps to pursue recovery or enforcement in those jurisdictions.
Each party waives any right to a jury trial (where applicable), and the prevailing party in any legal action or enforcement proceeding shall be entitled to recover its reasonable legal fees, court costs, and related expenses.
15. Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, civil unrest, government action, strikes, cyberattacks, or transportation failures.
16. Survival
If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Provisions relating to payment, ownership, confidentiality, indemnification, limitation of liability, and enforcement shall survive termination or expiration of this Agreement.
17. Entire Agreement
This Agreement, together with the Order and any written amendments signed by both parties, constitutes the entire agreement between PriApps and Buyer and supersedes all prior discussions or understandings. No terms in Buyer’s purchase orders or other documents shall modify this Agreement unless expressly accepted in writing by PriApps.