TERMS AND CONDITION
Last update on: 18.06.2018
PLEASE READ THESE GENERAL TERMS AND CONDITIONS CAREFULLY, AS THEY CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
These Terms and Conditions (this “Agreement”) are entered into by and between Vaquita Limited (“Vaquita“) and you and is made effective as of the date of your use of our website “vaquita.net” (the “Site”) or the date of electronic acceptance of this Agreement or the date on which you signed an agreement with Vaquita in respect of certain services you wish to acquire therefrom. This Agreement sets forth the general terms and conditions of your use of the Site and services purchased or accessed through this Site as may be provided by Vaquita (individually and collectively, the “Services”), and you are bounded by any specific terms and conditions that apply to the particular Services.
Whether you are simply browsing or using this Site or purchasing Services, your use of this Site and your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement.
The terms “Vaquita”, “we”, “us” or “our” shall refer to Vaquita Limited for all intents and purposes. The terms “you”, “your” or “User” shall refer to any individual or entity who accepts this Agreement or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Vaquita may, in its sole and absolute discretion, notify you of changes or modifications to this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Site. Such notification shall be sent to you by e-mail, it is therefore very important that your contact information (“Contact Information”) be kept up to date. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised unless you send Vaquita a notice of your desire to terminate your account due to such changes. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services.
This Agreement sets forth the terms and conditions for various Services that may be provided by Vaquita, each service the User wishes to obtain shall be explicitly specified in a sale order or purchase order and individually paid for prior to receiving the relevant service, unless otherwise agreed between Vaquita and same User.
1. USE OF THE SITE AND THE SERVICES
This Site and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services under any law.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your” or “User” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Vaquita finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Vaquita shall not be liable for any loss or damage resulting from Vaquita’s reliance on any instruction, notice, document or communication reasonably believed by Vaquita to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Vaquita reserves the right to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
You specifically acknowledge and agree not to:
1.1. use the Site or the Services provided by Vaquita for illegal or inappropriate purposes; and
1.2. breach any applicable laws and regulation in your jurisdiction and in any other jurisdiction applicable to the Services you retain from Vaquita; and
1.3. (nor attempt to) interfere with or disrupt the proper operation of our software, hardware, systems or networks, including (but not limited to) not knowingly or negligently transmitting files that may interrupt, damage, destroy or limit the functionality of any computer software, hardware, systems or networks, including corrupted files or files that contain viruses, Trojan horses, worms, spyware or other malicious content; and
1.4. attempt to gain unauthorized access to our computer system or the computer system(s) of any other user, or to parts of the Site or Services to which you do not have access rights or attempt to reverse engineer or otherwise circumvent any security measures that Vaquita has applied to the Services; and
1.5. take any action which does or may cause the provision of the Site to other users to be interrupted or degraded; and
1.6. convey any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious or otherwise objectionable or offensive material of any kind or nature;
1.7. knowingly or negligently upload or download files that contain software or other material protected by copyright, trademarks, patents or other intellectual property rights (or by rights of confidentiality or privacy of publicity, where applicable) unless you own or control the rights thereto or have received all necessary consents;
1.8. falsify the origin or source of any content or other material;
1.9. use any software, which applies to artificial intelligence analysis to Vaquita’s systems;
1.10. intercept, monitor, damage or modify any communication which is not addressed to you;
1.11. use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the communication system or any system of Vaquita;
1.12. do any action that could potentially allow the irregular or unauthorized access or use of the Services.
Vaquita reserves the right to modify, change, or discontinue any aspect of this Site or the Services, including without limitation prices and fees for the same, at any time.
2. ACCOUNT CREDENTIALS AND SECURITY
2.1. In order to access some of the features of this Site or use some of the Services, you may have to create an Account and provide certain personal and financial information.
2.2. In order to access the Account you will be asked to enter a unique username and password (hereinafter: “Account Credentials”) which are confidential and shall be used solely by you.
2.3.1. are responsible for ensuring that your Account Credentials remain confidential and for taking such other precautions as may be necessary to ensure they cannot be used by any person other than you; and
2.3.2. agree that we do not have to establish the authority of anyone quoting or using your account number or Account Credentials. The use of your Account Credentials by any third party is expressly prohibited.
2.4. You acknowledge that we bear no responsibility if unauthorized third persons gain access to information, including electronic addresses, electronic communication, personal data and Account Credentials when the above are transmitted between the parties or any other party, using the internet or other network communication facilities, post, telephone, or any other electronic means.
2.5. You shall indemnify, defend, and hold us harmless from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of your Account.
2.6. Transfer of Data. You acknowledge that we neither control the transfer of data over telecommunications facilities, including without limitation the internet nor are we responsible for communication failures, distortions or delays when using the Site (via the internet or a mobile service).
3.2. We make no express or implied representation or warranty:
3.2.1. that your Account will be available for access at all times, or at any time on a continuous uninterrupted basis (access to the Account may be affected, for example, by routine maintenance, repairs, reconfigurations or upgrades); or
3.2.2. as to the operation, quality or functionality of the Account; or
3.2.3. that the Account will be protected from loss of or corruption to your data or any other property. We will not be liable for any data loss or any equipment or software replaced by you as a result of use of the Account.
3.3. You acknowledge and agree that you have the necessary rights and permissions to share all information necessary for the provision of the Services by Vaquita.
4. USER’S WARRANTS AND UNDERTAKINGS
You warrant and undertake to:
4.1. Provide Vaquita with any documents needed in order to comply with any the money laundering regulations or laws applicable to your jurisdiction or any other applicable jurisdiction (hereinafter: the “Money Laundering Regulations”).
4.2. Keep all information provided to Vaquita accurate and up to date.
4.3. You shall fully indemnify Vaquita against any actions, demands, costs, charges, penalties or expenses imposed upon Vaquita or its employees as a result of any claim made against it or any of them in respect of the contents of such document.
5. COMPANY NAMES
5.2. Vaquita does not warrant that the New Company’s name will not conflict with the rights of currently operating businesses or infringe other proprietary or legal rights.
5.3. User is solely responsible for any claim arising from the use of the New Company’s name and agrees to indemnify Vaquita in respect of any costs, expenses or damages it suffers or for which it is held liable as a result of any such claims.
6. EXCLUSIONS FROM THE SERVICES
6.2. VAQUITA RECOMMENDS THAT YOU CONSULT WITH LEGAL AND TAX EXPERT REGARDING ANY ISSUES ARISING FROM THE SERVICES AND THE UTILIZATION OF THE SERVICES IN YOUR JURISDICTION.
7. COMPANY FORMATION SERVICE
7.2. You acknowledge and agree that:
7.2.1. the Company Information you provide will be used for the formation of a New Company;
7.2.2. a delay in providing the Company Information may cause a delay in the formation of the New Company and Vaquita will not be liable for any such delay;
7.2.3. the New Company application does not imply or ensure anything regarding the acceptance or registration of it by the Companies Registry;
7.3. The formation services do not include:
7.3.1. Applying for VAT registration;
7.3.2. Opening bank accounts for the New Company;
7.3.3. Preparing or filing any documentation or information subsequent to the formation of the New Company including but not limited to the New Company’s annual return, accounts etc.
7.3.4. Any affiliated services other than the formation of the New Company based on the Company Information provided by you.
8. BANKING AND OTHER PAYMENT FACILITIES
8.2. Vaquita may introduce or process applications to banks on behalf of the New Company. Such introductions are subject to the bank’s terms and conditions and Vaquita makes no representation in connection thereof.
8.3. Any reasonable efforts Vaquita makes to arrange banking services or a merchant account shall be considered as the full provision of Services in respect of banking, regardless of the bank’s acceptance or denial policy of such services.
9.1.1. provide all relevant details, information and documentation as set forth on the Site or in the agreement signed between the Company and User (hereinafter the “Trademark Information”);
9.1.2. the Trademark Information you provide will be used to apply for the registration of the trademark;
9.1.3. a delay in providing the Trademark Information may cause a delay in the registration of the trademark and Vaquita will not be liable for any such delay;
9.1.4. the New Company’s trademark application does not imply or ensure anything regarding the acceptance or registration of it by the applicable patent office.
9.2. Vaquita does not warrant that the New Company’s trademark or logo will not conflict with the rights of currently operating businesses or infringe other proprietary or legal rights. User is solely responsible for any claim arising from the use of the New Company’s trademark and agrees to indemnify Vaquita in respect of any costs, expenses or damages it suffers or for which it is held liable as a result of any such claims.
10. MONEY LAUNDERING REGULATIONS
10.2. Vaquita’s failure of verifying the identity of the User or any other party involved in the New Company, and non-cooperation of the User with submitting adequate information for verification, will amount to a fundamental breach of this Agreement.
11.2. Confidential Information does not include any information that: (i) was already known to Vaquita prior to its disclosure; (ii) shall have become a part of the public knowledge except as a result of breach of this Agreement by Vaquita; (iii) shall have been received by Vaquita from another person or entity having no obligation of confidentiality to the User; (iv) is approved in writing by the User or New Company for release by Vaquita; or (v) Vaquita is required to disclose such Confidential Information to comply with the Money Laundering Regulations or to an order of a court of competent jurisdiction or any governmental organization.
11.3. This clause 18 shall survive termination of the Agreement.
12. USE OF SUB-CONTRACTORS
13. EVENT OF DEFAULT
In any Event of Default (as defined below), Vaquita expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services.
“Event of Default” shall mean any of the following:
13.1 The failure of the User to perform any obligation due to Vaquita.
13.2 If an application is made in respect of the User pursuant to tany applicable bankruptcy or liquidation laws and regulations (if the User is an individual), if a partnership, in respect of one or more of the partners, or if a company, a receiver, trustee, administrative receiver or similar officer is appointed, or if the User makes an arrangement or settlement with the User’s creditors or any procedure which is similar or analogous to any of the above is commenced in respect of the User.
13.3 The User is unable to pay the User’s debts.
13.4 Where any representation or warranty made by the User in under this Agreement is or becomes untrue.
13.5 Any other circumstances where Vaquita reasonably believes that it is necessary or desirable to take any action it is entitled to pursuant to this Agreement.
13.6 An action set out in this Section 20 is required by a competent regulatory authority or body or court.
13.7 The User involves Vaquita in any type of fraud or illegality or breach of any applicable laws, rules or regulations or is at risk of involving Vaquita in any type of fraud or illegality.
13.8 In cases of material violation by the User of the requirements established by legislation of applicable jurisdiction, such materiality determined in good faith by Vaquita.
13.9 Vaquita reasonably suspects that the User opened the Account fraudulently or has applied for the Services for fraudulent purposes or incentives.
14. LIMITATION OF LIABILITY
14.2 In no event shall the liability of Vaquita towards the User or New Company or any third party for damages claimed in respect of all breaches of contract and/or any action or omission of Vaquita while furnishing the Services, that may occur during or following the provision of the Services, exceed the amount of compensation which the New Company has paid to Vaquita for same Services which are deemed the cause of such breach of contract and/or such action or omission.
14.3 Vaquita shall not be responsible for Services rendered by a sub-contractor of Vaquita.
14.4 Notwithstanding anything contained herein to the contrary, it is explicitly agreed that in no event will Vaquita be responsible or liable to the User or New Company for any indirect, special, exemplary, incidental, punitive, or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits) under any theory or legal or equitable principle that may be alleged.
15. FEES AND PAYME
The ‘Fee’ shall mean any amount payable by the User to Vaquita for the Services as published on the Site at the time of the order or as amended by subsequent communications from Vaquita to the User. Any and all Fees payable to Vaquita shall be paid in the currency of Euros, unless otherwise agreed between the Parties.
Except as prohibited in any specific agreement, you may pay for Services by providing a valid credit card or through PayPal.
15.2 Except where explicitly stated otherwise, the Fee does not include applicable VAT. You acknowledge and agree that you may be charged Value Added Tax (“VAT”), Goods and Services Tax (“GST”), or other localized fees and/or taxes, based on your bank and/or the country indicated in your billing address section.
15.3 After receiving the sale order and purchase order, financial team/department will fully authorize the service fee of your order in your credit/debit card to guarantee the payment will be done.
16.2 You also agree to promptly pay us all damages, costs and expenses, including legal fees, we have incurred in the enforcement of any of the provisions of the Agreement. Further, we shall not be held liable and are released from all claims and losses arising out of, inter alia:
i. any act or omission by any person obtaining access to your Account, whether or not you have authorized such access;
ii. delay, failure or error by you in implementing any reasonable instructions we have provided to you;
iii. inaccurate or incomplete instructions received by you.
17.2 Any reference to any act or regulation or law shall be that act or regulation or law as amended, modified, supplemented, consolidated, re-enacted or replaced from time to time, all guidance noted, directives, statutory instruments, regulations or orders made pursuant to such and any statutory provision of which that statutory provision is a re-enactment, replacement or modification.
17.3 A party affected by circumstances beyond its reasonable control that cause delay to any part of this Agreement shall not have liability for such delay and shall notify the other party of the delay and of the expected adjustment. If such circumstances continue for a continuous period of more than 6 months, either party may terminate this Agreement and the engagement with the other party by written notice to the other party.
17.4 This Agreement shall be exclusively governed by and construed in accordance with the laws (but not the conflict of laws rules) of the Republic of Cyprus, and the competent courts of Nicosia, Cyprus, will have exclusive jurisdiction with respect to any dispute arising hereunder. No other court shall have jurisdiction over such matters.
17.5 Vaquita may amend or revise any term of this Agreement. User will be subject to the terms and conditions in force at the time of the order of the Services, unless otherwise notified by Vaquita or as required by applicable law.
17.6 Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. The User shall not assign, transfer and/or pledge any of its rights or obligations under this Agreement, directly or indirectly, to any third party without the prior written consent of Vaquita. Vaquita may assign any and all of its rights and obligations herein to a subsidiary of Vaquita in its sole discretion and without requiring User’s consent.
17.7 This Agreement and constitutes the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof, and shall supersede, in their entirety, any prior agreement or understanding with regard to the subject matters contained herein.
17.8 The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
17.9 Nothing in this Agreement shall be interpreted or construed as creating or establishing any partnership, joint venture, employment relationship, franchise or agency or any other similar relationship between Vaquita or its affiliates and the User or any of his agents and employees (as applicable). Unless specified in this Agreement otherwise, neither party shall represent himself to be the agent, employee, partner or joint venture of Vaquita, or any of its affiliates, and shall not obligate Vaquita or any of its affiliates by contract or otherwise without Vaquita’s prior written authorization.
17.10 If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction. The aforesaid shall not limit or deny a party that regards itself as having been deprived of any right by the cancellation of the provision as mentioned above (for example, when the failure to fulfill such provision constitutes a breach of this Agreement by one of the parties) its right to take action against the other party in accordance with any applicable law and at its sole and absolute discretion, including to terminate this Agreement.