Nature of this Agreement:The Caribbean Marketplace is a portal that allows vendors to promote products and services to dacsdiary.com customer base (“Marketplace”). For the avoidance of doubt, dacsdiary.com acts as a facilitator only and is not party to any agreements that may be entered into between its customers and a Vendor (and shall incur no liability in respect of them). The Vendor contracts with dacsdiary.com on a “per deal” basis (an “Offer”) and pursuant to these Terms and Conditions (the “Agreement”) the Vendor will pay a commission to dacsdiary.com, when a sale is made.
duration: This Agreement lasts for the 12 month period starting on and including the date that the date of the Upload (the “Initial Term”) and then will be extended automatically for successive periods of 12 months until brought to an end by dacsdiary.com or the Vendor in accordance with clause 3 (together the “Term”).
- Bringing this Agreement to an end: Either dacsdiary.com or the Vendor can bring this Agreement to an end at the end of the Initial Term, or at the end of any extension or renewal, by giving not less than 30 days’ written notice to the other. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination. For the avoidance of doubt, in no circumstance shall the termination of the Agreement (howsoever determined) give rise to a refund.
- Ending this Agreement immediately: To the maximum extent permitted by applicable law, dacsdiary.com may terminate this Agreement immediately by giving the Vendor notice and without need to follow any additional procedure if (a) the Vendor becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) the Vendor is in breach of one of its obligations which cannot be put right or which dacsdiary.com has given the Vendor notice to put right but the Vendor has failed to put it right within 14 days of that notice, or (c) in accordance with clause 22, or (d) the Vendor is in breach of clause 6(b).
- Fee: The Vendor shall pay dacsdiary.com a commission, on sales, which shall be determined by dacsdiary.com
- The Offer: (a) The Vendor shall submit its Offer on the Agreement Date. All Offers require the approval of dacsdiary.com. The Vendor shall submit its Offer to dacsdiary.com for approval online. (b Within five working days of the Agreement Date dacsdiary.com shall confirm whether the Offer is approved. If the Offer is approved or not in such period dacdiary.com shall inform the Vendor. If the Offer is approved, then the Offer will be made live within Caribbean marketplace.
- Proof: The Vendor shall be solely responsible for the content of the Offer and it is the Vendor’s responsibility to ensure the accuracy and completeness of all information contained therein prior to the use, upload, or publication.
- Rights reserved: The Vendor understands and acknowledges that dacsdiary.com reserves the right to refuse or remove from the Marketplace, at any time, any Offer that in its sole absolute judgment, if it believes, is an invasion of privacy, is degrading, libelous, or may be unlawful, immoral, offensive or which in its sole judgment is an infringement on a trademark, trade name, or copyright, belonging to others.
- Indemnity: The Vendor indemnifies dacsdiary.com in full against all liability, loss, damages, costs and expenses (including legal expenses but excluding consequential or economic loss) suffered by or incurred by dacsdiary.com as a result of or in connection with this Agreement.
- Marketing: The Vendor shall not produce any marketing material or use the dacsdiary.com name, logo or trade marks on any marketing material without the prior written consent of dacsdiary.com.
- Notices: All formal notices must be sent by email to firstname.lastname@example.org
- Confidentiality: The terms of this Agreement are confidential. Neither dacsdiary.com nor the Vendor must disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after this Agreement ends.
- Applicable Law: This Agreement is interpreted and enforced in accordance with International laws and, both dacsdiary.com and the Vendor accept the exclusive jurisdiction of such courts. If any of the provisions of this Agreement are held to be void or unenforceable then the other provisions shall remain in force.
- Enforcing this Agreement: The Vendor must pay any reasonable and proper costs (including legal fees) dacsdiary.com incurs in enforcing this Agreement.
- Waiver: Failure or delay by dacsdiary.com in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement. Any waiver by dacsdiary.com of any breach of, or any default under, any provision of this Agreement by the Vendor will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.
- Interruption to the Marketplace service: dacsdiary.com shall not be liable for any interruption to the Marketplace portal whether due to any Force Majeure Event or otherwise and dacsdiary.com shall have no liability to the Vendor under this Agreement if it is prevented from, or delayed in, performing its obligations under this Agreement or carrying on its business by acts, omissions or events outside its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil unrest, malicious damage, compliance with any law or governmental order, rule, regulation or direction, breakdown to plant or machinery, fire, flood or storm (each a “Force Majeure Event”).
- Liability: Neither party excludes or limits liability to the other party for fraud or fraudulent misrepresentation, breach of statutory duty or for death or personal injury due to its own negligence or its employees’ or agents’ negligence whilst acting in the course of their employment.
- Dacsdiar.com liability: To the maximum extent permitted by law dacsdiary.com is not liable to the Vendor in respect of any loss or damage the Vendor suffers in relation to this Agreement. Dacsdiary.com is not liable for loss as a result of dacsdiary.com’ failure to provide a service as a result of mechanical breakdown, strike or otherwise. IN NO CIRCUMSTANCES SHALL DACSDIARY.COM HAVE ANY LIABILITY FOR LOSS
OF BUSINESS, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR
DAMAGE TO DATA, THIRD PARTY CLAIMS OR ANY CONSEQUENTIAL LOSS UNLESS
DACSDIARY.COM OTHERWISE AGREES IN WRITING. DACSDIARY.COM STRONGLY RECOMMENDS THE
VENDOR TO INSURE AGAINST ALL SUCH POTENTIAL, LOSS, DAMAGE, EXPENSE OR
LIABILITY.FOR DACSDIARY.COM ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE
CAPPED AT THE COMMISSION.
- Competition: The Vendor’s business must not compete with that of dacsdiary.com business (including but not limited to the provision of serviced office accommodation(s) and its ancillary services).
- Exclusivity: Subject to clause 6(b), the parties to this Agreement acknowledge that the rights and obligations in this Agreement are non-exclusive and that each party may engage in transactions with third parties, or undertake its own activities, whether or not similar to the transactions and other activities contemplated by this Agreement.
- DACSDIARY.COM: IT DOES NOT MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF
DACSDIARY.COM’ NETWORK (OR THE INTERNET) OR OF ANY OF THE INFORMATION THE VENDOR PLACES ON IT. The Vendor should adopt whatever security measures (such as encryption) it believes appropriate to the circumstances. DACSDIARY,COM cannot guarantee that a particular degree of availability will be attained and/or maintained in connection with the
Vendor’s use of dacsdiary.com’ network (or the internet). The Vendor’s sole remedy shall be the remedy of such failure by dacsdiary.com after a reasonable time after receiving written notice.
- Compliance: The Vendor must comply with all relevant laws and regulations in the conduct of its business. The Vendor must not do anything illegal in connection with its use of the Marketplace. The Vendor must not cause loss or damage to dacsdiary.com (including damage to reputation). The Vendor acknowledges that (a) the terms of the foregoing sentence are a material inducement to dacsdiary.com’ execution of this Agreement and (b) any violation by the Vendor of the foregoing sentence shall constitute a material default by the Vendor hereunder, entitling dacsdiary.com to terminate this Agreement without further notice or procedure.
- Variation: dacsdiary.com reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms and Conditions at any time. Dacsdiary.com shall post the latest Terms and Conditions on:
Changes will not apply retroactively and generally will become effective 5 days after they are posted. However, any changes made for legal reasons will be effective immediately. If the Vendor does not agree to any modified terms in this Agreement dacsdiary.com may terminate this Agreement immediately.
- Assignment: Assignment and other dealings: The Vendor shall not assign this Agreement or any part of it or to subcontract the provision of the whole or any part of the services (except that it may assign this Agreement to a group company of it provided that (i) the Vendor gives to
dacsdiary.com not less than 14 days’ prior written notice and (ii) such group company is of no lesser covenant strength and/or financial standing than the Vendor). dacsdiary.com may transfer its rights and obligations under this Agreement, or any part of it, to any of its affiliates or by way of security to any other party.
- No partnership or agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
- Authority: The Vendor shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind dacsdiary.com in any way, and shall not do any act which might reasonably create the impression that the Vendor is so authorised. The Vendor shall not make or enter into any contracts or commitments or incur any liability for or on behalf of dacsdiary.com.
Intellectual Property: Nothing in this Agreement assigns, licences or otherwise transfers any IPR owned by dacsdiary,com to the, save as necessary for the Vendor to perform its obligations under this Agreement, and no such rights shall continue after this Agreement has been