Software Terms & Conditions Agreement:

Please read these terms of service carefully. Once accepted, these terms of service, in combination with our privacy policy, data processing agreement, and affiliate agreement (collectively the “terms”), become a binding legal commitment between you (or the business entity that you represent) and Apex Harrison, inc and its respective officers, directors, successors and assigns (hereinafter referred to as “Apex Harrison,” “we” or “us”) and will govern your access to and use of the platform and all other interactions with Apex Harrison related to the platform app.apexharrison.com

If you do not agree to these terms, you should not accept them, create an account, or use the platform. In the event of a conflict between these terms of service and the additional agreements incorporated herein by reference, these terms of service shall prevail.

Apex Harrison reserves the right to make changes to these terms at any time. All changes are effective immediately when posted. Your continued use of the platform following the posting of any revised terms constitutes your acceptance and agreement to the updated terms.

You should consult a lawyer for legal advice to ensure your use of the platform complies with these terms and applicable law.

1. Use of platform

1.1. Age restrictions. You must be at least 18 years old to use the platform. By accepting these terms, creating a platform account, or using the platform, you represent that you are at least 18 years old. You must not create a customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a "minor") create a customer account and/or use the platform, you agree to: (i) supervise the minor’s use of the platform and their account; (ii) assume all risks associated with, and liabilities resulting from, the minor’s use of the platform and their customer account; (iii) ensure that the content on the platform is suitable for the minor; (iv) ensure all information submitted to us by the minor is accurate; and (v) provide the consents, representations and warranties contained in the terms on the minor’s behalf.

1.2. Platform account ownership. Your use of the platform is conditioned on your provision of complete, current, and accurate information when registering for a platform account. The platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these terms, you are the owner of the platform account unless you are acting on behalf of a business entity, in which case, the business entity is the owner of the platform account. If you accept these terms on behalf of a business entity, you represent and warrant that you have the authority to bind the business entity to these terms.

1.3. Intended use. You and your customers may use the platform only as intended for lawful purposes and in accordance with these terms. You agree that you and your customers will not use the platform in any way that violates any applicable law or regulation or engage in any prohibited uses. In addition, you represent and warrant that: (i) you and your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these terms; (ii) you are fully responsible for your actions and the actions of your employees, agents, and customers who use of the platform; (iii) you are fully responsible for the use of the platform by your customers; (iv) you, your employees, agents and customers will not misrepresent the platform or the services; (v) you will provide these terms to your employees, agents, and customers and confirm that all employees, agents, and customers understand that they are subject to these terms if they use or offer access to the platform; (vi) you own or control all rights in and to all content you provide to Apex Harrison, including, but not limited to, any code provided to customize the platform for your customers; (vii) you will be solely responsible for your use of the platform, including the quality and integrity of any data and other information, including information, made available to us by or for you through the use of the platform; and (viii) you, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider

1.4. Privacy. By using the platform and providing information on or through the platform, you consent to Apex Harrison’s use and disclosure of the information in accordance with the privacy policy available here and incorporated herein by reference. You agree that Apex Harrison has no responsibility or liability for the deletion or failure to store any information or content maintained or transmitted on or through the platform. When you provide your customers with access to the platform, you must implement and enforce your own privacy policy, providing the level of protection at least equal to that provided to you by Apex Harrison. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these terms and our privacy policy.

1.5. Login credentials. You are responsible for maintaining the confidentiality of your login credentials. You are responsible for all uses of your platform account and login credentials, whether or not authorized by you. You agree to notify Apex Harrison immediately of any unauthorized access to or use of your platform account or login credentials or any other breach of security. Apex Harrison reserves the right to disable your login credentials at any time in its sole discretion for any or no reason, including if, in Apex Harrison’s opinion, you have violated any provision of these terms. Platform accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your platform account with your login credentials.

1.6. Use of communication services. The platform may include certain communications features such as SMS, MMS, Email, Voice call capabilities and other methods.  If you use these features, you agree that you are exclusively responsible for all communications sent using the platform, including compliance with all laws governing those communications such as the telephone consumer protection act (“tcpa”) and the can-spam act. You represent and warrant that you understand and will comply with those laws.  Apex Harrison is not responsible for your compliance with laws and does not represent that your use of the platform will comply with any laws.  Apex Harrison is a technology platform communication service application provider only.  Apex Harrison does not originate, send, or deliver any communications to any recipient via sms, mms, email, or other communication method.  You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether sms, mms, email or otherwise, are created by and initiated by you and/or your customers, whether generated by you or sent automatically via the platform at your direction.

1.7. Third party services. The platform may leverage or include access to third party services. Apex Harrison is not responsible for the usability or accessibility of third party services. If you elect to pause or delete some or all of your platform account, certain features or functionality (such as phone numbers or email services) may not be retrievable upon reactivation. If you pause some or all of your platform account for more than thirty (30) days, and Apex Harrison is still incurring costs on your behalf related to third party services (such as the costs of securing a particular phone number on your behalf), Apex Harrison reserves the right to release the phone number or delete some or all of your platform account in its sole discretion, without liability. Apex Harrison disclaims all liability related to outages or downtime of third party services.

1.8. Third party content. The platform may include third party content. Your use of third party content is entirely at your own risk and discretion. All statements and opinions expressed in third party content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of Apex Harrison. Apex Harrison is not responsible for third party content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for third party content. You are responsible for ensuring that your engagement or transactions with third party content is in compliance with these terms and any applicable laws.

1.9. Customizations. Portions of the platform may be modified by you, incorporating your name, logo, trademark, and color scheme into your individual access area within the platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with you and your customers’ customized look and feel of the platform. You acknowledge that you may not be able to customize the platform according to your unique branding to the extent that your customization would appear to be independently developed.  Apex Harrison may remove any of your modifications at any time without advance notice and without liability to you.

1.10. Excessive use restrictions. We provide access to the platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance.  We have no liability for the effect that your excessive data use may have on performance.  If, in Apex Harrison’s sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the platform in anyway, we may (1) require that you upgrade your services in order to continue your activity levels if your data use exceeds the intended use of your existing platform tier or if Apex Harrison’s operational costs to support your platform usage exceeds the subscription price; (2) suspend or terminate your use of the platform or services, and/or (3) reduce the amount of data you are able to use.

1.11. Platform updates. Apex Harrison reserves the right to make updates or changes to the platform at anytime, including changes that may affect the previous mode of operation of the platform. You agree that your use of the platform or purchase of services is not contingent on Apex Harrison’s delivery or release of any functionality or feature, including but not limited to the continuation of a certain service or any third-party services.

1.12. International use.  If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the platform. Apex Harrison makes no representation that materials on the platform are appropriate or available for use in locations outside the united kingdom. Those who choose to access the platform from other locations do so on their own initiative and at their own risk. If you choose to access the platform from outside the united kingdom, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the internet. Any offer for any product, services, and/or information made in connection with the platform is void where prohibited.

2. Prohibited uses

The following are considered prohibited uses of the platform. Engaging in a prohibited use is a material breach of this agreement for which Apex Harrison may immediately suspend or termination your platform account in accordance with these terms:

·         Use of the platform in any way that violates any applicable law or regulation.

·         Use of the platform to exploit, harm, or attempt to exploit or harm anyone in any way.

·         Use of the platform to send, receive, upload, download, use, or re-use any material that does not comply with these terms.

·         Use of the platform to transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

·         Impersonating or attempting to impersonate Apex Harrison, a Apex Harrison employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

·         Engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the platform

·         Engaging in any conduct that would may, as determined by Apex Harrison, harm platform users or Apex Harrison, or expose either to liability.

·         Use of the platform in any manner that could disable, overburden, damage, or impair the platform or interfere with any other party's use of the platform, including their ability to engage in real time activities through the platform.

·         Use of any robot, spider or other automatic device, process or means to access the platform for any purpose, including monitoring or copying any of the material on the platform.

·         Use of any manual process to monitor or copy any of the material on the platform or for any other unauthorized purpose without Apex Harrison’s prior written consent.

·         Use of any device, software or routine that interferes with the proper working of the platform.

·         Introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

·         Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the platform, the server on which the platform is stored, any server, computer, or database connected to the platform.

·         Attacking the platform via a denial-of-service attack or a distributed denial-of-service attack.

·         Otherwise attempting to interfere with the proper working of the platform.

 

3. Affiliate program

Apex Harrison offers an affiliate program under which customers may receive commissions for referring new accounts to Apex Harrison. Your participation in the affiliate program is subject to Apex Harrison’s approval and your acceptance of the affiliate agreement.

 

4. Intellectual property

4.1. Platform content. The platform and platform content are the property of Apex Harrison or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform content does not include user contribution(s), as defined below. Apex Harrison grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the platform content while using the platform for the purpose of making the platform available to you and your customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of platform content without prior permission of Apex Harrison is strictly prohibited.

4.2. User contributions. User contributions are considered non-confidential and non-proprietary. You grant Apex Harrison, our service providers and each of their licensees, successors, and assigns the perpetual right to use, reproduce, modify, perform, display, distribute, and otherwise disclose user contributions to third parties for any purpose. You also grant Apex Harrison the right to use your information and user contributions to improve the platform, develop new services, and/or improve Apex Harrison’s overall product offerings and business model.  Apex Harrison is not responsible or liable to any third party for the content or accuracy of any user contributions, nor do we endorse the user contribution of third parties. Apex Harrison is not responsible for any failure or delay in removing user contributions that violate the terms. Apex Harrison reserves the right to delete or otherwise remove any user contributions we deem to be in violation of these terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) you own or control all rights in and to the user contributions and have the right to grant the license granted above; (ii) all of your user contributions comply with these terms; and (iii) you understand and acknowledge that you are responsible for the legality, reliability, accuracy and appropriateness of your user contribution.


4.3. Prohibited user contributions. You are prohibited from posting user contributions on the platform that: (i) are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the platform, or attempt to gain access to other networks or servers via your platform account.

 

4.4. Feedback. If you provide feedback, you agree and acknowledge that your submission of feedback is voluntary, non-confidential, and gratuitous, and Apex Harrison has no obligation to use the feedback. You grant Apex Harrison and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any feedback you submit to Apex Harrison without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the feedback, and all rights therein, in the name of Apex Harrison or its designees throughout the universe in perpetuity in any and all media now or hereafter known. You represent that the feedback is your own original work, you have all necessary rights to disclose the feedback to Apex Harrison, and neither your disclosure of the feedback nor Apex Harrison's review and/or use of the feedback will infringe upon the rights of any other individual or entity. If your feedback is the subject of a patent that is pending or has been issued, you are required to disclose that fact to Apex Harrison.

 

4.5. Feedback waiver. You hereby irrevocably release and forever discharge Apex Harrison  from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Apex Harrison with respect to the feedback, including without limitation how Apex Harrison directly or indirectly uses the feedback. You agree that you are responsible for the content of the feedback and further agree (at Apex Harrison's option and at your sole expense) to defend, indemnify, and hold Apex Harrison harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys' fees, which Apex Harrison may incur as a result of use of the feedback in accordance with these terms.

 

5. Disclaimers

The platform is provided on an “as is” and “as available” basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Your use of the platform is at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities. You agree that Apex Harrison has no responsibility or liability for the deletion or failure to store any information or content maintained or transmitted on or through the platform.

Without limiting the foregoing, we make no warranty that (a) the platform will meet your requirements, (b) the platform will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the platform will be effective, accurate or reliable, or (d) the quality of the platform will meet your expectations or be free from mistakes, errors or defects.

You acknowledge that the internet and telecommunications providers’ networks are inherently insecure. Accordingly, you agree that Apex Harrison is not liable for any changes to, interception of, or loss of your data while in transit via the internet or a telecommunications provider’s network.

Apex Harrison makes no warranty regarding any transactions executed through a third party or third party services, or in connection with the platform, and you understand and agree that such transactions are conducted entirely at your own risk. Any warranty that is provided in connection with any services or content available on or through the platform from a third party or through third party services is provided solely by such third party.

We reserve the sole right to either modify or discontinue the platform, including any services or features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure and the addition of free or fee-based services. Any new features that augment or enhance the then-current services on this platform shall also be subject to these terms of service.

Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you. Please consult the laws in your jurisdiction

6. Limitation of liability, indemnification, and mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising out of these terms and your use of the platform or the services shall be limited to the amount you paid us for services purchased on the platform during the three (3) month period before the act giving rise to the liability.

In no event shall Apex Harrison be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from malicious code, loss of use, data or profit loss, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the platform or third party services or of any website referenced or linked to from the platform.

Further, we shall not be liable in any way for third party services or disruptions thereof, or third party promises and/or statements regarding our platform services or content or for transactions with the third party through the platform, including without limitation the processing of orders.

Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you. Please consult the laws in your jurisdiction.

You agree to defend, indemnify, and hold Apex Harrison harmless  against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the platform  (“claims”), including, but not limited to:  (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these terms  by you, your employees, agents, or customers; (c) the wrongful use or possession of any Apex Harrison property by you, your employees, agents, or customers; (d) any negligence, gross negligence or wilful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the services, (i) taxes and other fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.

 

If the platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the platform as contemplated by these terms; (b) modify or replace the platform, in whole or in part, to seek to make the  platform non-infringing; or (c) require you to immediately cease any use of the  platform..

 

7. Complaints, claims & limitations

Any cause of action or claim you may have arising out of or relating to these terms or the platform must be commenced immediately and no later than 30 days of the event giving rise to the action or claim occurred, regardless of when you knew or should have known about it; otherwise, such cause of action or claim is permanently barred. All complaints and claims must be sent in writing to support@apexharrison.com with your full name, business name and address to identify the user of the software and confirm all associations with Apex Harrison.

8. Injunctive relief

You agree that a breach of these terms will cause irreparable injury to Apex Harrison for which monetary damages would not be an adequate remedy, and Apex Harrison shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

9. Waiver and severability

You agree that a breach of these terms will cause irreparable injury to Apex Harrison for which monetary damages would not be an adequate remedy, and Apex Harrison shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

No waiver by Apex Harrison of a term or condition set forth in these terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Apex Harrison to assert a right or provision under these terms shall not constitute a waiver of such right or provision.

If any provision of these terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the terms of service will continue in full force and effect.

10. Change of control

Apex Harrison may assign its rights under these terms at any time, without notice to you. You may not assign your rights under these terms without Apex Harrison’s prior written consent which may be withheld at Apex Harrison’s sole discretion.

11. Entire agreement

Except as noted below, these terms constitute the sole and entire agreement between you and Apex Harrison with respect to the platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the platform. These terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of Apex Harrison.

Apex Harrison may enter into a separate agreement with you. The terms of any separate agreement between you and Apex Harrison will be considered a part of your entire agreement with Apex Harrison. To the extent there is a conflict between these terms and the terms of your separate agreement with Apex Harrison, your separate agreement with Apex Harrison will control.

12. Term and termination

These terms will remain in full force and effect so long as you maintain a platform account. The sections of these terms that are intended to survive termination of your platform account will remain binding even after you are no longer a platform user.

a.       Grounds for termination.  You agree that Apex Harrison, in its sole discretion, may suspend or terminate your access to the platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.  Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this platform, and reporting you to the proper authorities, if necessary. Apex Harrison reserves the right to delete platform accounts after termination of any contract or agreement. Accounts may not be stored or reinstated.

b.      No right to services upon termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the platform will immediately cease. Apex Harrison is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your platform access.

c.       How to terminate or make adjustments. If you, for any reason, would like to terminate your access to the platform or make adjustments, Apex Harrison requires written notice at least 30 days before your next billing date.

d.      No termination by third party users. Apex Harrison has limited access to subscriptions not directly purchased from us. Any user who has been given access to the platform by any party other than Apex Harrison must contact the party who originally provided access to the platform for any inquiries related to termination.

e.       Force majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the platform or any associated product or service through the platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labour disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

 

Marketing Terms & Conditions Agreement:

 

Application and entire agreement

  1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by  APEX HARRISON LTD a company registered in England and Wales under number 13990127 whose registered office is at 128 City Road, Greater London, EC1V 2NX  (we or us or Service Provider) to the person buying the services (you or Customer).
  2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
  3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

  1. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
  2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
  3. Words imparting the singular number shall include the plural and vice-versa.

Services

  1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
  2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
  3. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

  1. You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
  2. If you do not comply with clause 10, we can terminate the Services.
  3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees 

  1. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
  2. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
  3. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable  hourly  rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
  4. The Fees are  inclusive  of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
  5. Additional fees can be expected at any given time whereby additional service, work, features and costs may incur as a result of marketing and/or software related activity agreed.
  6. There will be no reimbursement or refund to fees paid for the purpose of service and software related activity such as ad spend, AI features that may incur charges and other service-related fees.

Cancellation and amendment

  1. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of  30  days  from the date of the quotation, (unless the quotation has been withdrawn). All communication must be made in writing to support@apexharrison.com
  2. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
  3. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
  4. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

  1. We will invoice you for payment of the Fees either:
    1. when we have completed the Services; or
    2. on the invoice dates set out in the quotation.
  2. You must pay the Fees due within  1 day  of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
  3. Time for payment shall be of the essence of the Contract.
  4. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 0% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
  5. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
  6. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
  7. Receipts for payment will be issued by us only at your request.
  8. All payments must be made in  British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

  1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
  2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

  1. We can terminate the provision of the Services immediately if you:
    1. commit a material breach of your obligations under these Terms and Conditions; or
    2. fail to make pay any amount due under the Contract on the due date for payment; or
    3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
    4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

  1. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

  1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
  2. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
  3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
    1. any indirect, special or consequential loss, damage, costs, or expenses or;
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
  4. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
  5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

  1. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
  2. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
  3. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
  4. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
  5. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
  6. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
  7. Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be found The policy can be found on our website. For any enquiries or complaints regarding data privacy, you can email: .

Circumstances beyond a party's control

  1. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

  1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
  2. Notices shall be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.
  3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

  1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

  1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

  1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

 

Disclaimer Notice

You hereby agree to the terms and conditions by continuing to use our platform, website, services and any third party websites and software. Your information and data may be forwarded onto third party companies for the purpose of marketing, contact, service related activity and advertisement.

If you do not accept our terms and conditions please do not proceed to use our services, visit our websites, social media platforms or engage with our third party providers. We recommend you to contact Apex Harrison support team in the event of any difficulty, challenges or feedback you wish to make. The contact email for the designated department is support@apexharrison.com


 

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