INTERPRETATION

Company: Mercorr Group Limited, a business registered in England & Wales, Company registration number 12985386, whose registered office is at 309 High Road, Benfleet, United Kingdom, SS7 5HA, operating from 16 Cherry Orchard, Haddenham, Ely, Cambridgeshire CB6 3UF

The Application: Mercorr Connect web application found online at https://mc.mercorr.com

User: The Application registered user

Affiliate: means each legal entity that is directly or indirectly controlled by the User on or after the Registration date and for so long as such entity remains directly or indirectly controlled by the User (where “controlled” means the ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities of a corporation or limited liability company, or the ownership of any general partnership interest in any general or limited partnership).

Subscription: means any subscription type offered by the Application to the User. For instance, Creator Subscription.

CONTACT

All matters relating to these terms and conditions should be referred to customer@mercorr.com

SUBSCRIPTIONS

Subscription Restrictions. As a condition of the User’s Subscription, the User shall not (and shall not allow any third party to):

  1. distribute, sell, rent, lease or use the Application, for time sharing, hosting, service provider or like purposes;
  2. remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in the Application
  3. modify any part of the Application, create a derivative work of any part of the Application into or with other Application
  4. publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Application;
  5. use the Application to develop a product which is competitive with the Application

OWNERSHIP

Notwithstanding anything to the contrary contained herein, except for the limited Subscription rights expressly provided herein, the Company and its licensors have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Application and all copies, modifications and derivative works thereof (including any changes which incorporate any of the User’s ideas, feedback or suggestions). The User acknowledge that the User is obtaining only a limited Subscription right to the Application and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to the User under these terms and conditions or otherwise.

PAYMENT

All payments shall be made in the currency detailed in the Application. Except as expressly set forth herein, all fees are non-refundable once paid. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, the Company will invoice the User for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax. If any withholding tax is required by applicable law to be paid by the User in relation to payments due to the Company hereunder, the User will provide the Company with official receipts and/or certificates from the appropriate taxing authorities to establish that any applicable taxes have been paid.

All fees associated with the Application Subscriptions must be paid upfront by the User via the User’s chosen payment method.

All fees associated with Company Waste Management Contracts will be collect via Direct Debit on the due date detailed on each invoice

In the event of failure to collect payment via Direct Debit and any Invoice or part thereof shall remain unpaid after it shall have become due (whether formally demanded or not) the Company reserves the right in respect of the unpaid part to claim statutory interest (at 4 per cent over the current Bank of England base rate for any part unpaid for more than 3 months from its due date and 8% for each period of delay thereafter) and compensation for recovery costs under the late payment legislation (Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002). Where a payment or part payment is delayed because of a dispute, interest (at the rates mentioned above) shall be determined in accordance with the outcome of the disputes procedure in these terms and conditions.

TERM AND TERMINATION

Terms of Subscription: Unless sooner terminated as provided herein, the User’s Subscription to the Application expires at the end of the applicable Subscription Term.

Term: These terms and conditions commence on the registration date and remain in place whilst the User is registered

Either party may terminate these terms and conditions:

  1. if the other party fails to cure any material breach of these terms and conditions within thirty (30) days after written notice of such breach including without limitation the User’s failure to pay, provided that the Company may terminate these terms and conditions and the Application Subscription (including termination of the Application Subscription(s) if these terms and conditions has already expired or has been terminated) immediately upon any breach listed in SUBSCRIPTIONS (Subscription Restrictions);
  2. if the other party ceases operation without a successor;
  3. in order to comply with applicable laws, regulations, or requests of governmental entities, including U.S. economic sanctions laws, regulations, and requirements, and applicable foreign import and export controls;
  4. if the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days). Unless otherwise specified herein, termination is not an exclusive remedy and the exercise by either party of any remedy under these terms and conditions will be without prejudice to any other remedies it may have under these terms and conditions, by law, or otherwise.

Termination. Upon any expiration or termination of these terms and conditions, the User shall cease any and all use of the Application, destroy all copies thereof and so certify to the Company in writing, and immediately pay any outstanding fees due hereunder.

LIMITED WARRENTIES AND DISCLAMER

Both parties each hereby warrant to the other that:

  1. it has the authority to enter into the terms and conditions, to grant the rights granted by it under the Terms and conditions, and to perform its obligations under the Terms and conditions.
  2. it has the authority to enter into the terms and conditions, to grant the rights granted by it under the Terms and conditions, and to perform its obligations under the Terms and conditions.

CONFIDENTIAL INFORMATION

Use of Confidential Information: Each party agrees that all, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.

Application, pricing, documentation or technical information, and the terms of these terms and conditions shall be deemed Confidential Information of the Company without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in these terms and conditions.

Both the Company and the User will ensure that their respective Representatives comply with these terms and conditions and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document:

  1. was rightfully in its possession or known to it prior to receipt of the Confidential Information;
  2. is or has become public knowledge through no fault of the Receiving Party;
  3. is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation;
  4. is independently developed by employees of the Receiving Party who had no access to such information;
  5. is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

Privacy Policy: The User’s use of the Application is subject to the Company’s Privacy Policy, a current version of which is available here: Privacy Policy

GENERAL

Assignment: These terms and conditions will bind and inure to the benefit of each party’s permitted successors and assigns. the Company may assign these terms and conditions to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of the Company’s assets or voting securities. The User may not assign or transfer these terms and conditions, in whole or in part, without the Company’s written consent except that the User may assign the User’s rights and obligations under these terms and conditions, in whole but not in part, without the Company’s written consent in connection with any merger, consolidation, sale of all or substantially all of the User’s assets, or any other similar transaction provided that:

  1. the assignee is not a direct competitor of the Company;
  2. the User provide prompt written notice of such assignment to the Company;
  3. the assignee is capable of fully performing the User’s obligations under these terms and conditions;
  4. the assignee agrees to be bound by the terms and conditions of these terms and conditions. Any attempt to transfer or assign these terms and conditions without such written consent will be null and void.

Severability. If any provision of these terms and conditions shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these terms and conditions shall otherwise remain in effect.

Governing Law; Jurisdiction and Venue. Excluding conflict of laws rules, these terms and conditions shall be governed by and construed under:

  1. the laws of the State of Washington, U.S. if the User is located in North or South America;
  2. the laws of Japan if the User is located in Japan;
  3. the laws of Singapore if the User is located in Asia (excluding Japan) or Australia;
  4. All disputes arising out of or in relation to these terms and conditions shall be submitted to the exclusive jurisdiction of the courts of:
    • Seattle, Washington when the laws of Washington apply;
    • Tokyo, Japan, when the laws of Japan apply
    • Singapore when the laws of Singapore apply
    • London when the laws of England and Wales apply.

Nothing in this section shall restrict the Company’s right to bring an action (including for example a motion for injunctive relief) against the User in the jurisdiction where the User’s place of business is located. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to these terms and conditions.

Attorneys’ Fees and Costs: The prevailing party in any action to enforce these terms and conditions will be entitled to recover its attorneys’ fees and costs in connection with such action.

Notices and Reports: Any notice or report hereunder shall be in writing or in electronic format to the address detailed in CONTACT.

Notices and reports sent by mail shall be deemed given:

  1. upon receipt if by personal delivery;
  2. upon receipt if sent by certified or registered mail (return receipt requested);
  3. one day after it is sent if by next day delivery by a major commercial delivery service. Any notices and reports sent by email shall be effective upon receipt of the same.

Amendments; Waivers. No supplement, modification, or amendment of these terms and conditions shall be binding, unless executed in writing by a duly authorized representative of each party to these terms and conditions. No waiver will be implied from conduct or failure to enforce or exercise rights under these terms and conditions, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form, including any electronic invoicing portals, vendor registration processes, or forms related to individuals being on the User’s premises for Professional Services, employed by the User will supersede the terms and conditions of these terms and conditions, and any such document relating to these terms and conditions shall be for administrative purposes only and shall have no legal effect.

Entire Terms and conditions. These terms and conditions are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral Terms and conditions and communications relating to the subject matter of these terms and conditions. Notwithstanding the foregoing, if the User has entered into separate Terms and conditions for use of the Application, the terms and conditions of such other Terms and conditions shall prevail over any conflicting terms or conditions in these terms and conditions.

Independent contractors. The parties to these terms and conditions are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under these terms and conditions (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after entering into these terms and conditions and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of Subscription by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligatiosn.