Terms & Condition

ZIDALS TERMS AND CONDITIONS FOR THE ONGOING SUPPLY OF SUBSCRIPTION CONTRACTS
SERVICES AND OTHER SERVICES

The purpose of these Terms and the Schedule (The “Agreement”) is to set out the terms on which Zidals provides its Contracts Subscription Service and Other Services to Client, i.e. legal entity purchasing the Services. Zidals reserve the right to make amendments to the Terms and/or the Schedule from time to time and will notify Client of those changes.

AGREED TERMS

1. Term

1.1 The Agreement commences and is accepted by the earlier of Client purchasing the Subscription Contracts Services (“SCS”), or Zidals commencing the provision of a Service (including Other Services or SCS) for the Client

1.2 The Agreement shall remain in effect for a duration of one (1) year (“Initial Term”) or the earlier termination of the Agreement by a party in accordance with this Agreement. After one (1) year, this Agreement shall automatically renew for yearly periods, unless either party notifies the other, in writing, at least 30 days before the end of the then current term.

1.3 Notwithstanding any provision of this Agreement, during the Initial Term, a minimum subscription term of three (3) months from the commencement of the Agreement applies. Thereafter, this Agreement may be terminated by a party giving the other party thirty (30) days prior written notice of the termination.

1.4 Upon the effective date of termination, all legal obligations, rights, and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination. Upon the effective date of termination, except as otherwise expressly provided in this Agreement, Client shall pay Zidals any unpaid SCS Fees outstanding up to the date of termination. Where Zidals have provided other services to Client outside the SCS (“Other Services”), Client shall pay Zidals for any work performed up to the date of termination, including reasonable non-cancellable costs incurred by the Zidals on behalf of the Client in accordance with this contract, up to the date of termination.

2. Subscription Contracts Services and Other Services

2.1 Zidals shall use reasonable endeavours to provide the Services comprised in the SCS Plan and Other Services in a workmanlike manner and at a level of proficiency to be expected of a services provider with the background and experience of Zidals. Client understands and agrees the nature of the Services purchased and agrees that the Services will be limited to the SCS Plan purchased by the Client. Client may upgrade at any time to another SCS Plan. Client may also purchase Other Services, at the fixed fee provided by Zidals to Client. Specific details and terms and conditions of the SCS Plan and Other Services provided are specified in the attached Schedule.

2.2. Unless otherwise agreed by the Parties, Zidals shall provide Zidals’ own tools, instruments and equipment and place of performing the Services.

2.3 Zidals will be responsible for correcting any defective Services at its own cost, provided that such works are notified to Zidals by Client within 30 days after the Services have been provided.

2.4 Client and Zidals shall follow the procedure for engaging Zidals as specified in the Schedule.

3. Fees and Payment

3.1 In consideration of the Services to be rendered under the SCS Plan purchased by Client, Client shall pay Zidals a fixed recurring monthly fee. (“SCS Fee”). The SCS Fees are subject to adjustment at the anniversary of the start date of the Agreement by means of index linking to the UK Consumer Price Index.

3.2 SCS Fees shall be paid in advance of the provision of the Services under the SCS Plan.

3.3 Client shall pay for the SCS Fees via the payment page of Zidals website or upon agreement with Zidals, Client shall pay Zidals’ monthly invoice for the SCS Fees within seven (7) days of receipt of the invoice.

3.4 Where Zidals have provided Other Services, Zidals shall submit monthly invoices at the end of the month, detailing Other Services provided to the Client. Client shall pay Zidals’ monthly invoice for Other Services within seven (7) days of receipt of the invoice.

4. Confidentiality

4.1 Zidals and the Client shall keep strictly confidential and shall not, without the prior written consent of the other, make use of or disclose to any third party, any information relating to the affairs of the other or other information which may reasonably be regarded as confidential.

4.2 The restrictions in clause 4.1 shall not apply to information that (a) is and can be shown to be already known to the receiving party before the date of disclosure; or (b) which subsequently becomes lawfully available to the receiving party from a third party and is not under any obligation of confidentiality; or (c) it is published in a patent specification or is otherwise in the public domain other than through default of the receiving party; or (d) it is required to be disclosed by law.

5. Independent Contractor

Zidals agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between Zidals and Client. This Agreement does not authorize Zidals to act for Client as its agent or to make commitments on behalf of the Client.

6. Liability

6.1 Zidals shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement; and

6.2 Zidals’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the price paid for the Services during the three (3) months preceding the date on which the claim arose.

7. General

7.1 Governing Law. These Terms shall be interpreted and enforced in accordance with the laws of England and Wales. The Parties will submit any dispute or claim arising under this Agreement to the exclusive jurisdiction of the English courts, and the Parties hereby submit to, and waive any objection to, personal jurisdiction and venue in such courts for such purpose.

7.2 Force Majeure. Neither party is responsible for delays or failures to perform its responsibilities under this Agreement due to causes beyond its reasonable control, including but not limited to act of God, acts of government, floods, fires, earthquakes, tornados, civil unrest, acts of terror, labor disputes, computer, telecommunications, internet service provider or hosting facility failures, delays involving hardware, software, or power systems, malicious code, denial of service threats, or inability to obtain energy; provided however, that the party so affected will promptly resume performance as soon as reasonably practical. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume. In the event the interruption of the excused party’s obligations continues for a period more than thirty (30) calendar days, either party shall have the right to terminate this Agreement upon seven (7) calendar days’ prior written notice to the other party.

7.3 Severability. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby.

7.4 Notices. All notices under this Agreement shall be in writing and shall be deemed given upon personal delivery, delivery by internationally or nationally recognized bonded courier service, or seven (7) days after sending by certified or registered mail, postage prepaid and return receipt requested, to the addresses of the respective Parties or such other address as given by notice under this clause 7.5. A copy of such notice shall also be sent to respective parties’ email addresses.

7.5 Waiver. No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

7.6 Assignment. Zidals shall not assign, transfer or sub-contract or make over to any third party the benefit and/or burden of this Agreement without prior written consent of the Client. This Agreement shall be binding upon the Parties, their successors and their permitted assigns.

7.7 Publicity. Zidals shall be able to identify Client as a client of Zidals and use any testimonial provided by Client with Client’s prior consent.

7.8 Entire Agreement. This Agreement and any quotes for Other Work provided by Zidals, constitutes the entire agreement between the Parties. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties hereto.

SCHEDULE

1. SUBSCRIPTION CONTRACTS SERVICES PLAN

Basic	Gold	Premier
Review of 2 contracts* per month.	Review of 4 contracts* per month.	Review of 8 contracts* per month.
5 scheduled 15 min consults* per month.	10 scheduled 15 min consults* per month.	Unlimited scheduled 15 min consults* per month.
Menu of reduced fixed fee contracts and compliance services	Menu of reduced fixed fee contracts and compliance services.	Menu of reduced fixed fee contracts and compliance services.
-	-	Monthly check-in with you.
*Each contract must be 10 pages or less at a line spacing of 1.5. Client may gross up the number of pages, but this shall be no more than 20 pages in any month. Additional pages will be reviewed on a fixed fee basis.	*Each contract must be 10 pages or less at a line spacing of 1.5. Client may gross up the number of pages, but this shall be no more than 40 pages in any month. Additional pages will be reviewed on a fixed fee basis.	*Each contract must be 10 pages or less at a line spacing of 1.5.Client may gross up the number of pages, but this shall be no more than 80 pages in any month. Additional pages will be reviewed on a fixed fee basis.
*Only new consults are included. Consult may be by email, call or telephone. Existing consults will be charged on a fixed fee basis.	*Only new consults are included. Consult may be by email, call, or telephone. Existing consults will be charged on a fixed fee basis	*Only new consults are included. Consult may be by email, call or online meeting.Existing consults will be charged on a fixed fee basis

2. PROCEDURE FOR ENGAGING THE ZIDALS

2.1 SUBSCRIPTION CONTRACTS SERVICES

(a) Client shall send by email (i) the contract to be reviewed or details of the contract to be drafted (ii) an explantion of the proposed transaction including any relevant points for Zidals to note in its review/ drafting, and where applicable, (iii) the prefered response format required (clarification table or marked up document).

(b) Zidals may seek clarification by email or phone upon receipt of the consultation email above.

(c) For contracts up to 30 pages, Zidals shall provide a response within three (3) business days from the day of receipt of the consultation email. For contracts, more than 30 pages, parties shall agree on a response date taking into consideration the length of the contract and nature of the transaction.

2.2 OTHER SERVICES

(a) Client shall send by email a request for quotation for the performance of the Other Services which shall include where applicable, (i) details of the Services to be provided (ii) relevant points for Zidals to note in the performance of the Services, and where applicable, (iii) the prefered response format required (clarification table or marked up document).

(b) Zidals may seek clarification by email or phone upon receipt of the consultation email above.

(c) Zidals shall provide by email a quote for the Other Services which shall include (i) the scope of Other Services, (ii) a fixed fee for the Other Services and (ii) a date for completion of the Other Services.

(d) Upon agreement, Client shall issue an authorisation to proceed with the Other Services via email.

3. DETAILS OF OTHER SERVICES

The scope of Other Services and time estimates are to be agreed on an ad-hoc basis and as required by the Client. They include without limitation,

Drafting, reviewing and negotiating Agreements (not included in the SCS) as required by the Client
Reviewing and updating in-house contractual templates, guidance materials and policies for contracting and risk management.
Supporting contractual disputes including providing formal opinions, responding to clients on contractual disputes.
Contract audits to ensure compliance with laws and business requirements and highlight any risk areas.
Providing tailored internal compliance policies and procedures.
Providing contracts awareness training for Client employees.

Terms & Condition

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