IN THESE CONDITIONS, UNLESS THE CONTEXT REQUIRES OTHERWISE:

  • “BUYER” MEANS THE COMPANY, FIRM, BODY OR PERSON PURCHASING THE SERVICES FROM PULL ME OFF.
  • “CONTRACT” MEANS A CONTRACT, SUBJECT TO THESE CONDITIONS, FOR THE PROVISION OF THE SERVICES BETWEEN PULL ME OFF AND THE BUYER.
  • “ORDER” MEANS A PURCHASE ORDER IN RESPECT OF THE SERVICES COMPLETED OR AGREED BY THE BUYER AND SUBMITTED TO PULL ME OFF, TOGETHER WITH ALL DOCUMENTS REFERRED TO IN IT.
  • “QUOTATION” IS AN AGREED PIECE OF WORK (INCORPORATING THESE CONDITIONS) PROVIDED BY PULL ME OFF TO THE BUYER IN RESPECT OF THE SERVICES. NO CONTRACT WILL COME INTO EXISTENCE UNTIL PULL ME OFF’S WRITTEN ACCEPTANCE OR ORDER FORM HAS BEEN COMPLETED AND SIGNED ON BEHALF OF THE BUYER AND THE ORDER ACKNOWLEDGEMENT HAS BEEN SIGNED ON BEHALF OF PULL ME OFF.

THIRD PARTY CLAIMS

THE BUYER SHALL INDEMNIFY PULL ME OFF AND KEEP PULL ME OFF INDEMNIFIED FROM AND AGAINST ANY AND ALL ACTIONS, COSTS (INCLUDING, WITHOUT LIMITATION, THE COST OF DEFENDING ANY LEGAL PROCEEDINGS), CLAIMS, PROCEEDINGS, ACCOUNTS AND DAMAGES IN RESPECT OF ANY INFRINGEMENT OR ALLEGED INFRINGEMENT BY A THIRD PARTY OF ANY PATENT, REGISTERED DESIGN, UNREGISTERED DESIGN, DESIGN RIGHT, COPYRIGHT, TRADE MARK OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS RESULTING FROM COMPLIANCE BY PULL ME OFF WITH THE BUYER’S INSTRUCTIONS, WHETHER EXPRESS OR IMPLIED.

CONFIDENTIALITY.

PULL ME OFF SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE CLIENT, DISCLOSE TO ANY OTHER PARTIES, CONFIDENTIAL INFORMATION OF THE CLIENT. “CONFIDENTIAL INFORMATION” FOR THE PURPOSE OF THIS AGREEMENT SHALL INCLUDE PROPRIETARY AND CONFIDENTIAL INFORMATION SUCH AS, BUT NOT LIMITED TO, CUSTOMER LISTS, BUSINESS PLANS, MARKETING PLANS, PASSWORDS OR USER IDS, AND FINANCIAL INFORMATION.

SOLICITATION OF PULL ME OFF’S EMPLOYEES OR INDEPENDENT CONTRACTORS.

DURING THE TERM OF THIS AGREEMENT, AND FOR ONE (1) YEAR THEREAFTER, CLIENT SHALL NOT (A) OFFER EMPLOYMENT TO OR EMPLOY ANY PULL ME OFF’S EMPLOYEE OR INDEPENDENT CONTRACTOR EITHER FULL-TIME OR PART-TIME, OR (B) HIRE OR OFFER TO HIRE ANY PULL ME OFF’S EMPLOYEE OR INDEPENDENT CONTRACTOR AS A CONSULTANT, INTERN, TRAINEE, OR THE EQUIVALENT OF CLIENT, TO PROVIDE SERVICES OR PRODUCTS HAVING THE SAME GENERAL NATURE AS THOSE PROVIDED BY PULL ME OFF’S TO ITS CUSTOMERS UNDER THIS AGREEMENT; C) CLIENT SHALL NOT REQUEST, CAUSE, OR INDUCE THE PULL ME OFF LTD EMPLOYEES OR INDEPENDENT CONTRACTORS TO BREACH ANY AGREEMENT BETWEEN THE EMPLOYEE OR INDEPENDENT CONTRACTOR AND PULL ME OFF’S; AND D) CLIENT SHALL NOT REQUEST, CAUSE, OR INDUCE THE EMPLOYEE OR INDEPENDENT CONTRACTOR TO LEAVE THE EMPLOY OF PULL ME OFF.

ASSIGNMENT & SUB-CONTRACTING

1. NONE OF THE RIGHTS OR OBLIGATIONS OF THE BUYER UNDER THE CONTRACT MAY BE ASSIGNED OR TRANSFERRED IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF PULL ME OFF.

2. THE WEB SITE SHALL BE FOR THE SOLE USE OF THE BUYER AND SHALL NOT BE CAPABLE OF ASSIGNMENT TO A THIRD PARTY BY THE BUYER.

3. PULL ME OFF SHALL BE ENTITLED TO SUB-CONTRACT ANY WORK RELATING TO THE CONTRACT WITHOUT OBTAINING THE CONSENT OF, OR GIVING NOTICE TO, THE BUYER.

NOTICES

1. ANY NOTICE OR OTHER COMMUNICATION TO BE GIVEN UNDER THESE CONDITIONS MUST BE IN WRITING AND MAY BE DELIVERED OR SENT BY PREPAID FIRST CLASS LETTER POST OR FACSIMILE TRANSMISSION.

2. ANY NOTICE OR DOCUMENT SHALL BE DEEMED SERVED: IF DELIVERED, AT THE TIME OF DELIVERY; IF POSTED, 48 HOURS AFTER POSTING; AND IF SENT BY FACSIMILE TRANSMISSION, AT THE TIME OF TRANSMISSION.

INVALIDITY

THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION OF THESE CONDITIONS SHOULD NOT AFFECT THE OTHER CONDITIONS.

THIRD PARTY RIGHTS

A PERSON WHO IS NOT PARTY TO THIS AGREEMENT SHALL HAVE NO RIGHT UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 TO ENFORCE ANY TERM OF THIS AGREEMENT. THIS CLAUSE DOES NOT AFFECT ANY RIGHT OR REMEDY OF ANY PERSON WHICH EXISTS OR IS AVAILABLE OTHERWISE THAN PURSUANT TO THAT ACT.

LAW & JURISDICTION

THE CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH ENGLISH LAW AND THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS.

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