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TERMS OF SERVICE AGREEMENT

DEFINITIONS

The “Company” means Cedar Rose Int. Services Ltd.
The “Client” means any person, firm or company purchasing the goods or services supplied by the Company. The “Agreement” means the Terms of Service Agreement herein agreed between the Company and the Client for the sale of goods and/or services.
“Data” or “Services provided” mean information, reports (including sample and trial), products or services offered and delivered or made available to the Client including business intelligence and information services and reports provided electronically by email, API or other means - or by fax or otherwise via prior agreement of both parties. Agreement to purchase goods or services is acceptance by the Client of the terms under this Agreement.

CALCULATION OF FEES AND OTHER CHARGES

  • Fees and turnaround times for reports are initially applied at the Company’s standard prices, unless otherwise agreed in writing.
  • Prices can be made available upon request from orders@cedar-rose.com

BILLING ARRANGEMENTS

  • Billing by the Company occurs at the end of each month for Company Credit Reports, Company Profile Reports, Business Information Reports and KYC Reports with the description of work performed during that month.
  • Billing by the Company occurs at the end of each week for Due Diligence types reports, services and investigations with the description of work performed during that week.
  • Billing by the Company can be made for each task or assignment if agreed in advance with the Company.
  • Bills and invoices issued by the Company are payable by the Client within 30 days of the date of invoice.
  • Payments are to be received by the Company free of any deductions of bank and transfer charges by the Client's bankers or any intermediary bank, or taxes or levies imposed by any government.

PAYMENT TERMS AND NON-PAYMENT

The Client is liable to pay for all goods and/or services supplied by the Company on or before the 30th day following the date of the invoice. If payment is not paid by the 30th day following the date of the invoice the Company shall be entitled to charge a penalty of 8% per month on the amount due from that date until the date of the payment in full (whether before or after judgment). If invoices become outstanding for more than 90 days, the Company reserves the right to suspend the account until payment is received.

TERMINATION BY THE CLIENT

The Client may terminate this agreement by giving the Company a 90 days written notice at any time and will be liable for all work fees incurred up to that time. The Client shall not be entitled to cancel an order once accepted in whole or part, except by prior agreement with the Company.

TERMINATION BY THE COMPANY

The Company may terminate this agreement and stop acting for the Client if:
  • The Client does not comply with this Agreement;
  • The Company forms the opinion, on reasonable grounds, that mutual confidence and trust do not exist between both parties; or
  • The Company believes on reasonable grounds that, by continuing to act for the Client, it may breach the professional conduct rules which are binding upon professionals in the Business Intelligence industry.
  • Client files for or has instituted against it any proceedings as to its bankruptcy, insolvency, reorganization, liquidation, receivership, or dissolution or there is an assignment for the benefit of creditors;.

TERM

This Agreement's term ("Term") shall begin on the Effective Date and continue for one year, and shall be automatically renewed every year, provided that either party hereto may terminate this Agreement at any time with 90 days' advance written notice, and further provided that this Agreement shall terminate automatically if Client makes no purchases from Company hereunder for a period of 360 calendar days, such termination to be effective as of the next calendar day after such period elapses. Company may advise Client of changes and amendments to this agreement during the Term in the form of email notifications. Notifications by email will be sent to the email address(es) provided on the Registration form.

CONDITIONS APPLICABLE

Unless otherwise agreed in writing these conditions within this agreement shall prevail over any conditions stipulated by the Client.

SPECIFIC CONDITIONS OF SALE

The Company reserves the right to decline to trade with any other company or person. In the event that the Company declines to accept an order in respect of which payment has been received, the full amount of such payment will be refunded.

PRICES AND QUOTATIONS

Any prices quoted may (unless otherwise stated in a quotation) be varied by the Company in accordance with cost variations.

DELIVERY

The Company shall endeavour at all times to meet quoted delivery speeds. However, any delivery speed quoted is not guaranteed nor is the time quoted for delivery a condition of the Agreement. The Company will not be liable for any failure to meet a delivery date or time nor for loss or consequential loss of any kind arising from a delay in delivery howsoever caused. Delivery speeds quoted apply to the Company’s Cyprus office working hours only, which are 9.00am to 6.00pm local time (Eastern European Time EET), Monday to Friday and do not include Cypriot Public Holidays. When calculating delivery dates, the day of receipt of the enquiry is not to be counted as a working day.

NON-DELIVERY

The Client has 5 days from the invoice date; to inform the Company of any discrepancy in the quantity delivered or of any matter, which may delay or affect payment of the invoice.

SUB-CONTRACTORS

The Company may assign and delegate its responsibilities and/or obligations by utilising sub-contractors in order to complete the assignments in full or in part. Placing orders with the Company therefore gives written consent by the Client to the Company and waives the liability of the Company for the acts and omissions of any sub-contractor.

TRANSFER CHARGES

The amount of the invoice should be received in full by the Company, free of international transfer charges or any other deductions by the Client’s bankers or any intermediary bank.

LEGAL LIABILITY

  • Whilst the Company seeks to ensure the accuracy of the information and/or report(s) ("Data") supplied to the Client, the Company makes no warranty, guarantee or representation as to the correctness or accuracy of the Data provided to the Client.
  • The Company and employees of the Company shall have no liability to the Client or to any third party in relation to damages or for any loss of profit, expense, goodwill or any indirect or consequential loss incurred by the Client or third party for inaccuracies, opinions, errors, omissions, changes or misrepresentations relating to or contained in the Data.
  • The Company shall not be liable in relation to damage to the Client or any third party's computer hardware or software resulting from any act, omission or negligence of the Company or its employees.
  • The Company shall not be liable to any third party as a result of any breach of its contractual obligations, any representations, any information or report(s) supplied to a Client(s), statement or tortuous act or omissions arising under or in connection with this Agreement.
  • The maximum liability of the Company to the Client for all claims arising under this Agreement shall be limited to US$ 1 million.
  • The Client shall be entirely responsible for any Username and Password provided to access the Company’s website and for payment of all and any Data or reports downloaded using the Client’s Username and Password.
  • The Client shall be entirely responsible for cancellation and changes to Log-in details for any of the Company’s Data access means which require any such credentials following staff changes.
  • The Client agrees to provide via a written notice and email to orders@cedar-rose.com any changes to its’ address and contact details included in this Agreement and any changes to staff that have previously been granted access to the Company’s Data under this Agreement

NO TRACE REPORTS

The Company shall conduct a thorough investigation according to the details provided by the Client and within the agreed time frame. The Client agrees to pay the Company in full for the report provided, even if the subject is not traced during that investigation. The Company agrees to provide a Follow Up report, free of charge, for up to one month following the original order delivery date should the Client be able to provide further information which leads to the subject of the report being traced.

COPYRIGHT

The copyright in any Data provided to a Client is and remains the property of the Company. The Data may not be copied, distributed, sold, reproduced, licensed or dealt with in whole or in part without the prior written consent of the Company. All use of the Company's Data shall be accredited with the Company's moral rights.

FORCE MAJEURE

  • The Company will not be liable for any delays or non-performance of its obligations under this Agreement directly or indirectly if such delay or non-performance is due the lack of adequate instructions from Clients, an act of God, fire, earthquake, explosion, accident, acts of public enemy, terrorist acts, war, strikes, work stoppages, slow-downs, boycotts, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, transportation embargo, change of law or governmental regulations or requirements, unavailability of resources and other causes (whether or not similar in nature to any of those herein before specified) beyond the Company’s reasonable control.
  • If a delay or failure of a Party to perform its obligations is caused by, or anticipated because of, Force Majeure, the performance of that Party's obligations will be suspended.

SOLICITATION AND ENTICEMENT

  • Neither Company nor the Client (“Parties”) shall directly or indirectly (whether alone or in conjunction with or on behalf of any other person, business or organisation) solicit or entice away (or attempt to solicit or entice away) any person employed or engaged by the other Party in connection with this Agreement during the Term of this Agreement or for a further period of 12 months after the termination of this Agreement other than by means of an advertising campaign open to all comers and not specifically targeted at any of the other Party’s staff.
  • Client agrees that it shall not directly or indirectly (whether alone or in conjunction with or on behalf of any other person, business or organisation) solicit or entice away (or attempt to solicit or entice away) any person related to the Company, including the Company’s contractors, sub-contractors, associates, representatives or employees whom the Client may come into contact with during the validity of this Agreement.

DISPUTE RESOLUTION

  • This clause is without prejudice to the right to terminate this agreement pursuant to any of the above clauses.
  • The parties shall negotiate in good faith and use reasonable endeavours to settle amicably any dispute between the parties that may arise out of or relate to this Agreement or a breach thereof.
  • If any such dispute cannot be settled amicably through ordinary negotiations by appropriate representatives of the parties within 14 days of one Party giving written notice to the other of the existence of the dispute, the dispute shall be referred to the respective senior officers of the parties who shall meet without undue delay in order to attempt to resolve the dispute.
  • If a dispute has not been resolved within 2 months of the dispute notice, then the other Party may initiate any legal proceedings it deems appropriate.
  • Nothing in this Clause shall prevent a Party from seeking the remedy of an injunction for any threatened or actual breach of this Agreement.

JURISDICTION, LAW AND GENERAL

  • Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
  • This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be brought in the courts of Cyprus.
  • This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Cyprus.