1. About us and the Website
1.1 Company details. We are Dragonheart Ventures Limited, herein Company, a company registered in England and Wales under the registration number 3367304 and whose registered office is at 2, The Gatehouse Heathfield Terrace, Devonhurst Place, London, United Kingdom, W4 4JD.
1.2 To contact us call our customer service team strategic-growth@shakeebniazi.com. How to give us formal notice of any matter under this Contract is set out in paragraph 10.8.
1.3 What the Website is used for.
2. The Contract
2.1 On submission of your registration, it will be assumed that you agree to these terms and conditions (“Terms”), which will govern our relationship if we accept your registration. If you do not agree with these Terms, please do not register to use the Website. After you submit your registration, you will receive an email from us acknowledging that we received it, but please note that this does not mean that your registration has been accepted.
2.2 Accepting your registration. Our acceptance of your registration takes place when we send an email to you to accept it, at which point and on which date (“Commencement Date”) the contract, which includes these Terms, between you and us will come into existence (“Contract”). The Contract applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 If we do not accept your registration to use the Website for any reason, we will inform you of this via email and we will not process your registration
3. Use of the Website
3.1 We shall use our commercially reasonably endeavours to ensure that the Website is available 24 hours a day, seven days a week, except for:
3.2 Planned maintenance carried out during the maintenance window of [Sunday, 18:00-20:00 UK time]; and
3.3 Unscheduled maintenance performed outside normal business hours
3.4 We will provide Users with access to the Website to create login details
3.5 You shall not, and we shall take reasonable steps to ensure that Users do not:
3.5.1 Use the Website in any way that breaches any applicable local, national or international law or regulation, or
3.5.2 Use the Website in any way to transmit, or procure the send of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
3.5.3 Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any artwork or images or any other content on the Website in any form or media or by any means; or
3.5.4 Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website; or
3.5.5 Access all or any part of the Website in order to build a product or service which competes with the Website; or
3.5.6 License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website available to any third party except Users; or
3.5.7 Attempt to obtain, or assist third parties in obtaining, access to the Website than as provided under Contract; or
3.5.8 Use the Website in any way for the purpose of harming or attempting to harm minors or vulnerable persons in any way; or
3.5.9 Access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property;
3.6 We reserve the right, without liability or prejudice to our other rights, to disable your access to any use that breaches the provisions set out in 3.5
3.7 For the purposes of this Contract, “Viruses” means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunication service, equipment or network or any other service or device; prevent impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices
3.8 You shall prevent any unauthorised access to, or use of, the Website and, in the event of any such unauthorised access or use, promptly notify us.
4. Intellectual Property Rights.
4.1 We and/or our licensors own all intellectual property rights in the Website. Except as expressly stated herein, this Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Website
5. Data Protection
5.1 For the purposes of this Contract, the following terms shall have the following meanings: a. “Data Protection Regulations” means: (i) either the Data Protection Act 1998 or the General Data Protection Regulation (EU) 2016/679 adopted by the European Parliament on 14 April 2016, whichever is in force in the UK at the relevant time; (ii) either the Privacy and Electronic Communications (EC Directive) Regulations 2003 or the EU ePrivacy Regulation whichever is in force in the UK at the relevant time; and (iii) all other applicable laws relating to the processing of Personal Data and privacy, all as amended, extended, re-enacted or replaced from time to time; b. “Personal Data”: shall include all personal data (as defined in the Data Protection Regulations) relating to individuals, which is processed by the Data Processor on behalf of the Data Controller; and c. “Data Controller”, “Data Processor” and “processing”: shall have the meanings given to them in the Data Protection Regulations. d. You and we shall comply at all times with the Data Protection Regulations with respect to any Personal Data processed by you or us pursuant to this Contract. e. You and we may be Data Controllers for processing of certain Personal Data.
6. Liability
6.1 Nothing in this contract limits or excludes our liability: a. for death or personal injury caused by Our negligence; or b. for fraud or fraudulent misrepresentation; or c for any other liability that cannot be limited or excluded by law
6.2 Subject to this Contract, we shall not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for: a. loss of profit b. loss of business c. loss of reputation d. loss of contract e. loss of revenue or anticipated savings f. loss of or damage to goodwill g. loss of use or corruption of software, data or information h. ex-gratia payments i. special indirect or consequential damage of any nature
6.3 Limitation of liability, except as expressly and specifically provide in this Contract: a. you shall have sole responsibility for results obtained from the use of the Platform, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you to us in connection with the Platform, or any actions taken by us at your direction b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and c. the Website is provided to you on an “as is” basis
6.4 You agree to indemnify us on demand and keep indemnified from and against all and any claims, losses, charges, civil liability, damages, fines, financial impositions, compensation or costs (including legal costs) suffered or incurred by us as a consequence of any claim made or threatened or action taken by any party claiming to be affected, prejudiced or damaged
7. Confidentiality
7.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by paragraph
7.2 You agree that details of the Website and the results of any performance tests of the Website, constitutes our confidential information.
8. Termination
8.1 Either you or us can terminate this Contract at any time with immediate effect by giving notice in writing to the other party.
8.2 Without limiting any of our other rights, we may suspend your access to the Website, or terminate the Contract with immediate effect by giving written notice to you if:
8.3 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
8.4 On termination of this Contract for any reason all licences granted under this Contract shall immediately terminate and you shall immediately cease all use of the Platform.
8.5 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
9. Events outside of our control
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
9.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: a. we will contact you as soon as reasonably possible to notify you; and b. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for availability of the Website with you after the Event Outside Our Control is over.
10. General
10.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Contract.
10.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract.
10.3 A waiver of any right or remedy is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
10.4 No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
10.5 Unless specifically provided otherwise, rights arising under this Contract are cumulative and do not exclude rights provided by law.
10.6 If a provision of this Contract (or part of any provision) is found invalid, illegal or unenforceable, we shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves our original commercial intention.
10.7 In the event that we cannot agree the amendment within 30 days of the date of commencing negotiation in accordance with paragraph 10.6, the provision shall to the extent of such invalidity, illegality or unenforceable, be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed severable and be deleted and shall not affect the other provisions of this Contract, which shall continue unaffected.
10.8 Any notice given under or in connection with this Contract shall be in writing and shall be:
10.8.1 delivered by hand or by pre-paid first-class post or other next business day delivery service: a. in our case, at our registered office address; b. in your case, at your registered office address; or
10.8.2 sent by email to: a. your primary contact’s email address in your case; b. strategic-growth@shakeebniazi.com in our case;
10.9 a notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is not in business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by e-mail shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender and provided there is no bounce-back indicating non-receipt), or if the recipient has an automated “out of office” reply, at the time the out of office ceases to apply.
10.10 Paragraphs 10.8 and 10.9 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution which must be served in accordance with any directions or the Civil Procedure Rules.
10.11 Nothing in this Contract is intended to, or shall be deemed to, constitute a legal partnership or joint venture of any kind between us, nor constitute a party the agent of the any other party, nor authorise a party to make or enter into any commitments for or on behalf of the other party.
10.12 The parties do not intend any term of this Contract to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
10.13 We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least 2 days’ notice of any change by sending you an email with details of the change or notifying you of a change when you next log in into the Website. If you do not accept the notified changes you will not be permitted to continue to use Website and this Contract shall terminate on your rejection of the amended Terms.
10.14 This Contract constitutes the entire agreement between the parties relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral.
10.15 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
10.16 This Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
10.17 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims)0