Terms & Conditions - Supply of Services.
Last Updated - September 19th 2016
New Product Packages and Pricing updates. Please contact Accounts Payable for more information on +44(0)207 889 3000 or email firstname.lastname@example.org
1. Site Contents
1.1 This Site is the website of 'Hatton & Berkeley' and the content of the Site is determined solely by Hatton & Berkeley Global Limited.
1.2 All materials, including images, details, data, illustrations, designs, icons, photographs, video clips, text, software, graphics, scripts, logos, and other materials that are part of the Site (collectively known as the "Contents") are owned exclusively (either directly or indirectly) by Hatton & Berkeley Global Limited and/or its content providers. The Contents are protected by copyright, trademarks, service marks, trade dress and other intellectual or ownership rights owned by Hatton & Berkeley Global Limited. Any rights not expressly granted in the Terms and Conditions are reserved for Hatton & Berkeley Global Limited.
1.3 Hatton & Berkeley, and other Hatton & Berkeley Global Limited trademarks, logos and designs appearing on any of Hatton & Berkeley Global Limited Websites are the exclusive trademarks and service marks (either directly or indirectly) of the Hatton & Berkeley Global Limited.
1.4 All other trademarks and service marks appearing on any Hatton & Berkeley Global Limited Websites that are not owned by Hatton & Berkeley Global Limited are the property of their respective owners.
2. Use of Site; Restrictions
2.1 This Site and its Contents may be used solely for your own personal, non-commercial use. Any other use of the Site or the Contents is strictly prohibited, including, without limitation, modification, removal, deletion, transmission, publication, distribution, proxy cashing, uploading, posting, redistribution, re-licensing, selling, duplicating, republication or any other dissemination without the express written permission of Hatton & Berkeley Global Limited or the owner. You may not use any framing techniques to enclose any trademarks or logos of Hatton & Berkeley Global Limited nor use any meta tags or other hidden text without our prior written consent. You may not link to the Site without our prior written consent. Use of spiders, robots, and similar data gathering and extraction tools is expressly prohibited.
2.2 You may view and print a copy of the Contents displayed on the Site, and download a copy of any Contents that is designated for downloading, for your personal use only but not alter the Contents in any way, including, without limitation, removing or modifying any copyright or other ownership notes. The rights, title and interest in the Contents are not transferred to you by copying or downloading the material. The information provided on this Site is free of charge and for informational purpose only and does not create a business or professional services relationship between you and Hatton & Berkeley Global Limited.
3. Online Conduct
3.1 You agree to use the Site only for lawful purposes. You are prohibited from posting or transmitting to or through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful material, or any other material that could give rise to civil or criminal liability under the law. We may disclose any content or electronic communication of any kind (including your user details or profile, email address and other information) (1) to satisfy any law, regulation, or government request; (2) if the disclosure is necessary or appropriate to operate the Site; or (3) to protect the rights or property of Hatton & Berkeley Global Limited, its affiliates, and you.
4. Accuracy of Information
4.1 Hatton & Berkeley Global Limited uses reasonable efforts to furnish accurate and up-to-date information, but we do not guaranteed that any information contained in this Site is accurate, complete, reliable, current or error-free or theta the Site will be free from viruses. We also are not responsible for any errors or omissions in this Site. Although we may modify the Contents, make improvements to the Site or correct any error or omissions at any time and without notice to you, we are not obligated to do so. We will endeavour to updates information in a timely manner but we will not be liable for any inaccuracies. Any use you make of the information provided on this Site is entirely at your own risk and Hatton & Berkeley Global Limited will not be liable for any loss of data, lost profits or any other damages or losses resulting from your use of the Site.
5. Links to Third Party Sites
5.1 Links on this Site may lead to services or sites not controlled or operated by Hatton & Berkeley Global Limited. We provide these links for your convenience and information only. Links are not an endorsement of the site or service. We assume no responsibility or liability for other sites or services. Any service you utilise of any site or service linked to by this Site is entirely at your own risk.
6. Disclaimer of Warranties; Limitations of Liability
6.1 This site and its Contents are provided by Hatton & Berkeley Global Limited "As Is" and "As Available" without any representation or warranty of any kind whether express or implied. Hatton & Berkeley Global Limited expressly disclaims all express and implied warranties including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
6.2 In no event will Hatton & Berkeley Global Limited be liable to any party for any direct, indirect, punitive, incidental, compensatory, special, consequential, or other damages of any kind whatsoever, loss of data, income or profit, loss of or damage to property, business interruption, or loss of programs or data, arising out of or in connection with this Site, any site or services linked through this Site, or any copying, display or use thereof, regardless of the legal theory on which the claim is based, even if Hatton & Berkeley Global Limited has been advised of the possibility of such damages, including, without limitation, any damages that result from any mistake, omission, virus, delay or interruption in operation or service regardless of the reason. Hatton & Berkeley Global Limited will not be liable for losses or damages arising out of or any way related to any third party web sites or their content accessed through links in this Site, your use of this Site or your use of any equipment of software in connection with this Site or Services provided hereto.
6.3 Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply but liability shall be limited to the fullest extent permitted by law.
6.4 The Company reserves the right to remove a Client Company(s) from using the Services of the Company, this includes but is not restricted to Clients wishing to display their Registered Office at the Company's Offices. In the event that a Client registers their Company at the Offices of the Company without permission or license to do so in accordance with the Company's KYC checks the Company shall revert the Clients Company Registered Address to the last known address of that Company. The Company shall in accordance with Section 6 of these Terms and Conditions not be held liable for the Clients actions.
6.5 Individuals failing to adhere to these Terms and Conditions warrant to undertake the appropriate actions required as specified in these Terms and Conditions of usage in perpetuity.
6.6 Clients wishing to use the Services of the Company must at all times adhere to their commitments under the Standard Terms of Usage.
7.1 You agree to indemnify and hold harmless Hatton & Berkeley Global Limited from any third party claim, action, demand, loss or damages (including legal fees and costs) arising out of or relating to your violation of these Terms and Conditions, your use of the Site or your violation of any rights of a third party.
8. Remedies for Violations
8.1 Hatton & Berkeley Global Limited reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions, including but not limited to the right to block access from a particular IP address, claim for loss and claim for usage costs on an indemnity basis.
9. Feedback and Other Suggestion
10. Applicable Laws; Exclusive Jurisdiction
10.1 This Site and the Contents are displayed for the purpose of promoting Hatton & Berkeley Global Limited's services available in the United Kingdom. This Site is controlled and operated by Hatton & Berkeley Global Limited from its offices in London, United Kingdom. You are responsible for complying with the laws of the jurisdiction from which you are accessing this Site, and you agree that you will not access or use the information on this Site in violation of such laws. These Terms and Conditions and your use of this Site will be governed by the laws of the United Kingdom, without regard to any conflict of law provision. You agree to submit to personal jurisdiction in the United Kingdom, and that any cause of action arising under these Terms and Conditions will be enforced and prosecuted exclusively in the territory/or courts located in the United Kingdom. Our failure to enforce any rights under these Terms and Conditions will not constitute a waiver of any terms and conditions of these Terms and Conditions.
11. Delivery, Returns, Refunds & Exchanges
11.1 Refunds will be made payable via the original payment process or alternatively cheque delivered by recorded post directly to the Clients address.
11.2 It is the clients right to a 14 day cooling off period giving customers an opportunity should they wish to receive a full refund for any goods and services purchased from the company. All requests for refunds must be in writing and sent to email@example.com or via post to Hatton & Berkeley Global Limited, 43 Berkeley Square, London W1J 5AP. Refunds are processed within 24 hours of notice from the customer.
11.3 Customers who are eligible to make exchanges of goods and services equal to the value of another purchase can do so within reasonable time frames as set out by the Company. The standard 14 day cooling off period applies.
11.4 The Company will offer no partial refunds for services and or goods purchased by a Client past the cooling off period, requests can be made within reason to make exchanges, in writing to: firstname.lastname@example.org
11.5 The company warrants and guarantee’s that if a customer is not happy with their service within the probationary 3 month period they will be entitled to a full refund. Proof of purchase will need to be provided (sales receipt or bank statement).
11.6 Services whereby physical documentation is returned we will only offer refunds to the individual who purchased.
11.7 Customised products whereby a service fee has been levied onto the company by a third party during the provision of services to a client, this is exclusively refers to company formations which are not be refundable after the incorporation process has been completed.
11.8 Clients have the same rights to a refund when they buy services or goods during a sale or at a discounted price.
11.9 If the company is found to be at fault when providing a service to the client the company will make available a full refund of the product and or service fee charged.
11.10 The Company adheres to the UK Consumer Contracts Regulations replacing the UK Distance Selling Regulations as of June 2014.
11.11 Delivery refunds will only cover the basic cost, eg: optional next day delivery would only be refunded at the basic rate.
11.12 Service Delivery Fee's; (All prices are exclusive of VAT) ‘Hourly Rate’ (hourly fees apply to services with variable time requirements and are quoted prior to delivery), ‘Daily Rate’ (daily fees are charged to services with variable time requirements and are quoted prior to delivery), ‘Monthly Annual Subscription’ (12 month minimum subscription paid monthly via Direct Debit), ‘Single Fee for Annual Service’ (this will cover 12 months / 1 year subscription), ‘Ad hoc payment’ (as and when required subject to customer usage)
11.13 More information on the Consumer Contracts Regulations are available at www.which.co.uk and www.gov.uk/consumer-protection-rights
11.14 All mail forwarding deposits are treated as non-refundable, we treat requests on a case by case basis on amounts held in excess of £20 sterling only.
11.15 Any customer issuing a chargeback for services will be liable to cancellation fee's. A chargeback will immediately force closure of any and all services from the Company to the Client. Fees are outlined below (see 13.11).
11.16 Client services are made active once payment has been made and MLR / KYC checks have been cleared.
11.17 Transaction Cycle; 24 Hours - 7 days dependant on product complexity. Refund Cycle: 3-5 Working Days. Service Fulfilment 1-5 working days dependant on complexity of service KYC procedures.
11.18 By purchasing the Company’s Business Address/Virtual Office/Registered Office Services, the Client agrees that the service will be retained for a minimum of 12 months period at the specified rate.
12. Late Payment Fees
12.1 Late payment charges are applicable but not exclusive to the following annual subscription services; telecoms services, mail fulfilment services, accountancy services.
12.2 Account suspension charges of £25 + VAT are applied to any account suspended due to late payment of service or usage fees.
12.3 Accounts which are overdue will be eligible to be chargeable at the rate as specified for the product or service without annual discount.
12.4 Information on late payments, invoices outstanding and record of payments days beyond terms are synced with credit referencing agencies and will impact the client credit score if unpaid or overdue.
13.1 Taxes and duty charges: The Client agrees to pay promptly (i) all sales, use, excise and any other taxes and license fees which the Client is required to pay to any governmental authority that are attributable to the accommodation, where applicable, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees.
13.2 Service Retainer / Deposit(s): The Client will be required to pay a service retainer/deposit of £20 (plus VAT/Tax where applicable) upon entering into this Agreement unless a greater amount is specified on the front of this agreement. Deposit/s of which will be held for the purpose of mail forwarding expenditure by the Company, this deposit will be deducted from according to the volumetric frequency of which mail is received, handled and dispatched to the Client via Royal Mail or Courier. All deposits held by the Provider without generating interest are held as security for performance of all the Client's obligations under this Agreement. The Provider may require the Client to pay an increased retainer/deposit if outstanding fees exceed the service retainer/deposit held and/or the Client frequently fail to pay the Provider's fees when due. Volumetric pricing is applicable to dispatch costs as outlined by Royal Mail, which covers but is not restricted to Letters, Large Letters/packets, Small Parcels, Printed Papers, International Tracked & Signed for, International Tracked and International Signed.
13.3 Service Registration Fee/Annual Subscription Fee: The Client will be charged an annual registration fee. This fee is listed in the Terms of Usage for each service/annual subscription.
13.4 Payment: The Provider is continually working to reduce its environmental impact and help its clients achieve the same. Hereon all invoices will be sent electronically (where allowed by law) and the Client will make payments via an automated method such as Direct Debit or Credit Card, wherever local banking systems permit unless another form of payment is offered to the Client under this agreement may be assigned to other members of the Provider's group.
13.5 Late payment: If the Client does not pay fees when due, a fee will be charged (12.1 / 12.2) on all overdue balances. This fee will differ by country and is listed in the Terms of Usage. If the Client disputes any part of an invoice the Client must pay the amount not in dispute by the due dates or be subject to late fees. The Provider also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its accommodation, where applicable) while there are any outstanding fees and/or interest or the Client is in breach of this Agreement.
13.6 Insufficient Funds: The Client will pay a fee for any returned cheque or any other declined payments due to insufficient funds. This fee will differ by country and is listed in the Terms of Usage.
13.7 The Provider will increase the monthly virtual office fee each and every anniversary of the start date of this agreement by a percentage amount equal to the increase in the All Items Retail Prices Index, or such other broadly equivalent index which the Provider substitutes provided that if the forgoing increase is not permitted by applicable law, then the monthly virtual office fee shall be increased as specified in the Terms of Usage. This will only apply to agreements that have an original start and end date constituting more than a 12 month term. Renewals will be renewed as per clause 15.2 below and only those renewals with a start date and end date constituting a term of over 12 months will have the increase applied.
13.8 Standard services: The monthly fee and any recurring services requested by the Client are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by the Provider at the specified rates for the duration of this Agreement (including any renewal). Specific due dates will differ by country and are listed in the Terms of Usage. Where a daily rate applies, the charge for any such month will be 30 times the daily fee. For a period of less than a month the fee will be applied on a daily basis.
13.9 Pay-as-you-go and Additional Variable Services: Fees for pay-as-you-go services, plus applicable taxes, in accordance with the Provider's published rates which may change from time to time, are invoiced in arrears and payable the month following the calendar month in which the additional services were provided. Specific due dates will differ by country and are listed in the Terms of Usage.
13.10 Discounts, promotions and Offers: If the Client benefitted from a special discount, Promotion or offer, the Provider may discontinue that discount, promotion or offer without notice if the Client breaches these terms and conditions or becomes past due on two or more occasions.
13.11 Cancellation fee's of £125 will be applied to accounts forcibly closed due to late payment, chargeback notice or misuse of services.
13.12 You agree that you will use Address Services from the Company as outlined herein; Registered Office only customers are prohibited from displaying any of our office addresses anywhere, online, in print aside from on the Companies House Registrar without first obtaining consent from the Company before passing KYC checks (these checks are subject to the LLA Act of 2007 and are required by law). Company Fee's chargeable.
13.13 Virtual Office Customers may display the address online and or in print, but will not be able to display the Company Address on the Companies House Registrar without first obtaining consent from the Company before passing KYC checks (these checks are subject to the LLA Act of 2007 and are required by law under the UK anti Money Laundering Regulations). Company Fee's chargeable.
13.14 Combined Virtual Office and Registered Office customers may display the Address Services in print, online and on the Companies House Registrar by first obtaining consent from the Company and passing KYC checks ((these checks are subject to the LLA Act of 2007 and are required by law under the UK anti Money Laundering Regulations). Company Fee's chargeable.
13.15 Enforcing this Agreement: The Client must pay any reasonable and proper costs including legal fees that the Company incurs in enforcing this Agreement, the Client will indemnify the Company against any cost incurred due to arbitration on an indemnity basis. The Companies rights remain expressly reserved.
13.16 Service Deposit; The client is required to pay a Service Deposit equivalent to one month’s Service Charge, for payment at the appropriate rate specified for the chosen Service upon entering into this Agreement. All deposits held by the Provider without generating interest are held as security for performance of all the Client's obligations under this Agreement. The service deposit after deducting outstanding fees, other costs due to the Provider, will be returned to the Client after the Client has settled their account with the Provider and funds have cleared.
13.17 Handling Fees; The Company will charge Handling Fees on all dispatched Items/Packets. Packets may include several items. Handling Fees for Items/Packets under 500g are specified at £1.50, over 500g are specified at £5.00, over 2kg are specified at £14.99. The Company will charge an increased rate of £3.50 for Items/Packets under 500g in case of Royal Mail Special Delivery and Signed For Items/Packets.
14. Credit Collection, Adverse Credit Scoring & CCJ's
14.1 Hatton & Berkeley Receivables Ltd uses international credit scoring companies on a like for like basis using A - E or 1 - 100 credit ratings to manage and analyse clients day to day credit risk profiles, these profiles are used to set credit levels for customers and internal staff cash collection targets.
14.2 Customer invoices which are overdue are subject to the Days Beyond Terms policy of the company. Invoices which lapse beyond terms will be recorded and synced within the Hatton & Berkeley Receivables Ltd accounting ledger which provides credit referencing agencies with daily updates on any customer payment activity.
14.3 Customers who exceed the payment terms of their invoices will find that their credit history held with credit referencing agencies internationally will be effected adversely, the Hatton & Berkeley Receivables Ltd advises that all customers maintain up to date records with the Company to avoid falling behind with their payments.
14.4 Information that Hatton & Berkeley Receivables Ltd holds will be updated when amended accounts are filed with Companies House. If the customer has a CCJ based enquiry, this information is taken directly from the Registry Trust, we will only update our records via official channels. You can contact email@example.com for advice on this.
14.5 Notices of Correction for customers late payments or outstanding invoices will be issued by Hatton & Berkeley Receivables Ltd in writing, this can be used to make any formal corrections to any 3rd party credit referencing agency.
14.6 As a primary source of information regarding our clients payment/s histories the information synced via Hatton & Berkeley Receivables Ltd and all 3rd party credit referencing agencies is updated every 24 hours.
15. Are there any hidden charges?
15.1 No. We don’t add surplus charges to your contract fee in relation to usage. The fee agreed at the beginning of your contract is the annual final sum, unless you discuss additions to your contract.
15.2 Auto Renewal. It is our our policy to auto renew your contract as it nears its end. Your Account Manager will call you ahead of the renewal period to discuss your package and if you wish to continue or cancel.
15.3 Cancellations of usage must be put in writing prior to the service renewal date. Any service usage will be charged at the annual rate and discounted only in the event that the Company is notified within 30 days of the renewal date.
16. Intellectual Property Rights
16.1 All Intellectual Property Rights in the Services shall be owned by Hatton & Berkeley Global Limited or H&B related companies save to the extent that any of the same contain Intellectual Property Rights owned by third parties.
16.2 Hatton & Berkeley Global Limited grants to the Channel Partner a non-exclusive, royalty free, licence to use and to sub-licence to the Partner’s Hatton & Berkeley Global Limited's Intellectual Property Rights in the Services, strictly for the purpose of receiving the Services in accordance with the provisions of this Agreement. Hatton & Berkeley Global Limited shall not indemnify the Channel Partner against any losses, damages and costs arising from any claim that the Channel Partners use of the Service (including the use theChannel Partners Clients and the Additional Clients make of the Service through the Channel Partner) infringes any Intellectual Property Rights of any third party provided always that if such a claim is made.
16.3 The Channel Partner shall notify Hatton & Berkeley Global Limited of the existence of that claim as soon as is reasonably practicable in the circumstances.
16.4 The Channel Partner shall give Hatton & Berkeley Global Limited all reasonable assistance at their own cost in connection with that claim.
16.5 The Channel Partner shall indemnify Hatton & Berkeley Global Limited against any loss or damage arising from a defence of that claim and all related settlement negotiations.
17. Company Dissolution Process
17.1 If the Client is using the services for a Company which is listed as Proposal To Strike Off, the service fee is still applicable even if the company is no longer trading. The Client holds a responsibility to H&B to pay all bills for any and all usage of the Services as outlined here in the Terms of Usage.
1. You must pay for any set-up charges for annual subscription services, postage costs, telecommunication products and any other services in relation to the Services requested and supplied herein and or are set out in the Terms of Usage for Channel Partners, or in turn serviced to you by email or post. After any initial payments have been made, thereafter, all payments are made strictly by the agreed method, facilitated and made available via your Account Manager or otherwise set out in an addendum herein, thereafter, on a monthly basis unless agreed in writing by a Director of Hatton & Berkeley Global Limited to the contrary;
2. At any time during the term of this Agreement, H&B may, upon giving Channel Partner 14 day’s prior notice in writing or by electronic or such expeditious means as H&B may from time to time decide, vary its Charges.
3. Charges for a Service shall accrue from the date above or the date on which Channel Partner or the End User commenced use of the Service. H&B Master Partner Agreement.
4. H&B reserves the right to charge daily interest from the due date on any outstanding amounts until payment is received in full rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 as current from time to time whether before or after judgment until the date actual payment is received together with all external costs reasonably and necessarily incurred H&B in securing such payment and/or obtaining such judgment, as the case may be notwithstanding termination or suspension of the Agreement or any Service for whatever reason.
5. All charges are, unless agreed otherwise, exclusive of value added tax and any other applicable sales tax or duty which shall be payable by Channel Partner at the prevailing rate.
6. In respect to the telecoms and leased line services H&B reserves the right to carry out a credit check prior or after the Channel Partner acceptance of this agreement and request copies of two utility bills from the declared business/residential address. Subsequent to any credit check H&B reserves the right to request a deposit or 3rd party guarantee, to be specified at that time, from the Channel Partner as a condition of providing or continuing Service. Any deposit shall be held by H&B for a period of twelve (12) months (or until the Agreement is otherwise terminated) when it shall be returned in full or credited against an invoice at H&B's sole discretion. Any deposit does not relieve the Channel Partners of the responsibility for the prompt payment of invoices in accordance with relevant Clauses contained herein.
7. H&B reserve the right if undue excess activity on the resellers account is observed, to reduce the payment of invoices to weekly or a security deposit taken to the amount deemed necessary to cover, for a period of no more than 6 months or less if predetermined by H&B in writing.
8. Payment Methods available are defined under the Terms of Usage, H&B reserve the right to dictate the method of payment when it deems necessary. By entering any credit or debit details onto our secure recurring payment gateway, you have agreed to allow H&B to take the respective amounts invoiced on due date without requiring prior notice until the amount owed has cleared.
9. If the Channel Partner pays any Charges due to us: (i) by cheque or direct debit and the Customer’s approved financial institution refuses to make payment; or (ii) in a currency other than pounds sterling; we will charge the Customer for any bank charges, approved financial institution fees and/or extra administration costs (which may include third party charges) that we incur as a result.
10. If the Channel Partner does not meet the payment due by date, H&B reserve the right to: (i) suspend or terminate the Channel Partners access to the Services relevant Control Panel; and/or (ii) charge the Partner interest on the overdue amount(s) at the rate of 8% per annum above Bank of England base rate. Interest is calculated and accrues daily: and/or (iii) charge an administration fee to cover late payment costs.
11. If Channel Partner disputes any invoice, the Partner must notify us in writing of the dispute and providing us with sufficient detail to investigate the matter and determine whether the Reseller’s dispute is genuine and reasonable, prior to the due date for the invoice. If we determine (at our sole discretion): (a) that the Partner dispute is not genuine or reasonable, the Partner must pay the invoice in full, plus any interest charged on the full invoiced sum in accordance with clause 6 above; or (b) that the Partner dispute is genuine and reasonable, the Partner must pay the undisputed part of the invoice and we will both use all reasonable endeavours to resolve the dispute as quickly as possible. If any such dispute is resolved: (i) such that the Customer still owes H&B amount due, the Partner must pay all sums owed to us within 7 calendar days of resolution of the dispute, H&B reserve the right to charge interest in accordance with clause 5 above from the date payment of the disputed invoice was due; or (ii) such that we owe the Customer money, we will (at our sole discretion) repay or credit on the next invoice sent to the Customer following resolution of the dispute any amount overpaid by the Partner. Each Party will responsible for their own costs.
Channel Partner Program
Subject to the Terms And Conditions contained in this Agreement, on your acceptance by H&B into the Channel Partner Program, H&B shall authorise you to market and promote the all services including and any other services supplied by the Company including but not exclusive to Virtual Office Products, Accountancy Products & Telecoms Products by H&B to Channel Partners and all future services that become available on acceptance of terms and conditions that may relate specifically to that service or facility as an attached addendum.
1. Either the Channel Partner or Hatton & Berkeley Global Limited may terminate this Agreement at any time, by giving 28 days notice thereof (via electronic mail or other means) to the other party. Upon termination of this Agreement, the provisions of Sections 8 through 16 shall survive such termination.
2. Without prejudice to any other rights H&B may terminate the Agreement immediately and or suspend all or part of the services until further notice, if the Partner misrepresents the Products or, at their sole discretion damages H&B reputation or relationship with existing or potential future customers, or brings the company name into disrepute.
3. Without prejudice to any other rights the Channel Partner may terminate the Agreement by giving the aforementioned notice period if H&B are unable to supply the Services associated with this agreement and its addendum's and promoted through the H&B website(s).
4. Without prejudice to any other rights H&B may terminate the Agreement immediately after non payment of invoices and or no communication after a period of 28 days. H&B reserves the right to block access to the Channel Partners clients accounts. To then notify all the Channel Partner’ customers of the situation. H&B will then take responsibility of any/all Channel Partner customers in assisting them in their requirements. H&B will not take responsibility of any billing issues they may have with the Channel Partner. The Channel Partner will be liable to all invoices incurred up to the termination/migration of customers and the agreed date of termination of this agreement.
5. If H&B becomes aware that the Channel Partner or Customer(s) / End Users are using or is likely to use the Services in any way which may be interpreted as illegal, immoral or otherwise disreputable, or likely to expose H&B to unacceptable risks, legally or otherwise, this includes misuse of the Services the Channel Partner agrees to Indemnify H&B against any loss and/or damages incurred. The Channel Partner will be liable in all instances for any charges due from the end point Client. H&B also has the right to immediately terminate the customer’s service(s).
6. Any termination shall not relieve the Channel Partner of its obligation to pay any charges and or 3rd party services supplied by Hatton & Berkeley Global Limited at the request of the channel partner and incurred hereunder. The Parties’ rights and obligations which by their nature would extend beyond the termination, or expiration of this Agreement shall survive such termination, or expiration. For the avoidance of doubt, termination of a Service does not affect the provision of any other Service provided pursuant to this Agreement.
7. Either party may terminate immediately if the other party breaches the confidentiality obligations unless otherwise determined in writing here. Upon termination, The Partner will:
(i) return all Confidential Information to H&B if requested;
(ii) Immediately discontinue any previously authorised marketing
(iii) Cease all conduct which might cause anyone to believe that the Channel Partner is still a Partner or is otherwise connected with H&B group companies, and the provision of Hatton & Berkeley Global Limited.
Channel Partner Termination Procedure
1. Upon both parties agreeing and confirming the date of termination of this Agreement, it is the responsibility of the Channel Partner to inform all his or her clients of the termination of their company services and the account hand over to H&B, by recorded letter and electronic mail, copying said letter and electronic mail to H&B for each of the Channel Partner's clients. In the same instance, a letter or electronic mail, confirming the communiqués have been sent to all clients and the permission is granted for H&B to communicate directly with the clients thereafter. It is the responsibility of the Channel Partner to make clear to each client of the full migration of their respective accounts to H&B, to include billing after said termination date.
2. From agreed date of termination, H&B agrees to take over clients/customers of Channel Partner and no more charges will be levied after said date. Without prejudice to any other rights H&B, reserve the right to migrate the aforementioned clients to another provider, if it sees fit.
Neither party shall be liable to the other for any default under this Agreement where such default was caused by any unforeseen event beyond the reasonable control of the defaulting party. Such events include, by way of example only: the result of any Act of God; war, insurrection or civil disorder; failure or shortage of power supplies; national or local emergency; acts or omissions of government; industrial disputes of any kind; the acts or omissions of other companies.
The Company Rights and Remedies remain reserved. 2016 © Hatton & Berkeley Global Limited.