Increasing Connectivity by 20%
This Terms and Conditions apply to the Products and/or Services purchased by the Customer (including their agents, employees and authorised representatives) (“Customer”) from The Primo Partnership (on behalf of itself or its affiliates) (“Primo”) and together with any exhibits, order form or quotes, shall collectively be referred to as “this Agreement”, which term shall include amendments, supplements or modifications mutually agreed in writing. The terms “we”, “us” or “our” in this Agreement shall refer to Primo and its affiliates, and the terms “you” or “your” shall refer to the Customer.
The following have particular meanings in this Agreement:
“Cancellation Period” means the minimum period in which you may terminate the contract without incurring obligations and/or associated charges as set out under the terms of this Agreement.
“Data” includes personal data as defined in the Data Protection Act 2018, information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form. In relation to VoIP Products and/or Services provided by us, Data includes voicemail, call recordings, call data records and invite logs.
“Effective Date” means the date from which both parties have signed the Agreement.
“Product” means the goods described on the Website and which we agree to sell to you.
“Internet” means the global data network comprising interconnected networks to which we are connected and provide access to you via the Services.
“Minimum Period” means the charges and fees levied by The Primo to You for the supply of Products and/or Services for an initial period of time starting from the Start Date for the relevant Service. These charges apply regardless of whether you terminate the Agreement prior to the expiration of that period and will continue to accrue and become due by You for the remainder of that Period.
“Data Protection Laws” means the Data Protection Act 2018 and Regulation (EU) 2016/679 (GDPR) and all other applicable privacy laws.
“Products” means the products described on the Website (including access to the Website) and which we agree to provide to You.
“Regulations” includes but is not limited to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
“Services” means the services described on the Website (including access to the Website) and which we agree to provide to You.
“Start Date” means when either (i) we have sent you confirmation by email we have activated the Service(s), or (ii) when you first start to use the Service(s), whichever is the sooner.
“Website” means our internet presence at www.primodialler.com and any other locations we advertise from time to time, whether or not you have been aware of the same.
1.1The term of this Agreement shall commence from the date the Products and/or Services are purchased by the Customer from Primo and shall continue in full effect for a period of twelve (12) months (“Initial Term” and together with all Renewal Terms (as defined below), the “Term”) unless modified by mutual agreement of the Parties or cancelled or terminated by either Party in accordance with the terms of this Agreement. The Term shall automatically be extended (“Renewal Term”) at the expiration of the Initial Term and each Renewal Term for an additional term of twelve (12) months unless written notice is given by either Party at least thirty (30) days before expiration of the Initial Term or the then current Renewal Term that such party does not consent to such extension.
2.1You may add or remove individual products and/or services or the level of support by giving 30 days prior written notice to us and the change request shall be effective once agreed by both Parties.
3.1Where Products and/or Services are provided by us, the fees for the Products and/or Services are indicated on the invoice. Primo shall issue an invoice to you for the payment of the Products and/or Services purchased by the Customer from Primo and the fees of the Products and/or Services is exclusive of VAT and any applicable taxes, costs and charges including charges of packaging, insurance, transport of the Products and/or Services which shall be paid by the Customer when it pays for the Products and/or Services.
3.2The Customer shall be responsible for their own charges for international transfer and intermediary bank charges billed in their respective home countries. PayPal, Stripe and Credit Card payments are subject to additional fees which shall be borne fully by the Customer.
3.3In case of prepaid terms, the Customer must ensure that it has a sufficient prepaid balance at all times to cover for the Products and/or Services being provided by Primo to avoid payment default.
3.4We shall issue an invoice on a monthly basis for the payment of the Products and/or Services, except for the first (1) month of the Initial Term where two invoices shall be issued to you which shall comprise of a one-off upfront charge invoice which shall accompany the welcome email and the monthly invoice.
3.5Payment for the Products and/or Services provided by us is due within seven (7) days of receipt of our invoice. You must pay the amount stated in the invoice (together with VAT and any applicable taxes, costs and charges) in full.
3.6All call rates shall be rounded up to the nearest fraction of a UK Sterling Penny.
3.7Except where agreed, payment for the Products and/or Services may be made:
3.8.Payment of the amount stated in the invoice must be made without any deduction or set-off.
3.9.All payments are non-refundable unless otherwise agreed in writing with us.
3.10.In respect of the Products and/or Services provided by us, all fees remain payable, should we suspend the provision of Products and/or Services in accordance with this Agreement.
3.11.We may impose a credit limit on your account and/or require a security deposit towards accrued bills.
3.12.For the avoidance of doubt, Products and/or Services purchased which are subject to advance payment and is not cancelled within the Cancellation Period are not refundable under any circumstances. In such an event, the associated monies shall be used by us to discharge our administrative expenses arising out of the termination of this Agreement.
4.1.If you fail to make payment for the Products and/or Services provided by us within seven (7) days of receipt of our invoice, we shall be entitled to claim interest on any overdue amount pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
4.2.If you fail to make payment for the Products and/or Services provided by us, within seven (7) days of receipt of our invoice, the invoice will be classed as an overdue invoice and the following process shall apply:
4.3We reserve our right under this Agreement to discontinue the Products and/or Services and delete your account if you fail to pay within seven (7) days of receipt of our invoice without providing you with any invoice overdue notification and/or payment reminder (s).
4.4For the avoidance of doubt, any fraud or other improper or unlawful use of the Products and/or Services shall not discharge you of your payment obligations to us, so long as those calls originated from your authorized equipment.
5.1The Customer will ensure they familiarise themselves with any local, national or other legal requirements and restrictions applicable within the jurisdiction of their operations and also within the jurisdiction of their call campaign.
5.2The Customer will always adhere to legal requirements of the governing jurisdiction of operation, particularly regarding Robinson lists and call time restrictions.
5.3The Customer’s campaign will be respectful of proper calling time restrictions that would be applicable to the Customer’s specific call campaign. In particular, the Customer will ensure that no data will be used for the purposes of voice and SMS campaigns that fall outside social hours as defined below.
5.4The Customer will restrict their campaigns to the hours of 8am and 9pm, unless a recipient requests, and agrees to a call being placed outside these hours.
5.5The Customer will conduct their campaigns responsibly and within the laws and guidelines issued by national regulators applicable within the jurisdiction of their operations and also within the jurisdiction of their call campaign (including but not limited to Communications Act 2003, and the Privacy and Electronic Communications Regulations, Ofcom and the International Commissioner’s Office for UK based operations and the Telephone Consumer Protection Act, 1991, the FCC and the FTC for the USA and Telecommunications Act 1997, the Telecommunications (Consumer Protection and Service Standards) Act 1999and the ACMA Codes and Industry Standards and Regulatory Guides for the AUS).
5.3The Customer’s campaign will be respectful of proper calling time restrictions that would be applicable to the Customer’s specific call campaign. In particular, the Customer will ensure that no data will be used for the purposes of voice and SMS campaigns that fall outside social hours as defined below.
5.4The Customer will restrict their campaigns to the hours of 8am and 9pm, unless a recipient requests, and agrees to a call being placed outside these hours.
5.5The Customer will conduct their campaigns responsibly and within the laws and guidelines issued by national regulators applicable within the jurisdiction of their operations and also within the jurisdiction of their call campaign (including but not limited to Communications Act 2003, and the Privacy and Electronic Communications Regulations, Ofcom and the International Commissioner’s Office for UK based operations and the Telephone Consumer Protection Act, 1991, the FCC and the FTC for the USA and Telecommunications Act 1997, the Telecommunications (Consumer Protection and Service Standards) Act 1999and the ACMA Codes and Industry Standards and Regulatory Guides for the AUS).
5.6The Customer understands that they may contact Primo for its assistance in the upload of any existing DNC list.
5.7In the event a recipient makes a request to be taken off the Customer’s calling list, the Customer will do so immediately and indefinitely, unless otherwise and expressly requested to the contrary.
5.8The Customer understands that allowing those on the Customer’s calling list to be removed and avoiding calls to those who do not wish to be called, plays a very important role with regard to responsible calling campaigns.
5.9The Customer will clearly state the identity of the caller at the beginning of the Customer’s audio message and provide authentic and verifiable contact information such as phone number and business address during all calls.
5.10The Customer will provide the opportunity for a recipient to withdraw the consent they have previously given and instead place them on a DNC list instead.
5.11The Customer will prevent strings of numbers to be called that engage two or more phone lines of a business.
5.12The Customer will not send any calls to or make any voice or SMS broadcasts to any emergency service phone lines, hospital medical service lines, GPs, healthcare providers, ambulance, fire, military, police, civil defence, law enforcement agencies or utility related telephone numbers.
5.13The Customer will not send any unsolicited audio messages to those recipients who may, or will incur charges, such as beepers, pagers or mobile phones, unless explicit prior permission has been obtain by the recipient.
5.14The Customer will not send pre-recorded sales messages, voice or SMS broadcasts to those with whom the Customer does not have a business relationship and to whom the Customer has not received permission to call.
5.15The Customer will immediately place any individual requesting DNC status, on their respective lists to facilitate the suppression of further calls unless the Customer has provided explicit consent to the contrary.
5.16The Customer will provide legal contact information during any outbound campaign within the initial greeting message.
5.17The Customer will record their own sound files for all outbound campaigns.
5.18The Customer will responsibly dial each campaign with courtesy to the recipients for which it is meant.
5.19The Customer will always use a DNC or opt-out features made available to them through our Services.
5.20The Customer will seek independent legal advice before dialling any data for which the Customer is unfamiliar, or if the legalities of dialling remain unclear to the Customer.
6.1Primo shall be entitled at any time to request from the Customer such information that Primo may reasonably require to establish to its reasonable satisfaction that the Customer is discharging their obligations under this Agreement.
6.2Primo shall be entitled to pass such information obtained from the Customer (or any part thereof) or any knowledge it may have of the Customer’s or any suspected illegal or criminal activity to any Regulation Authority whether the information is requested by them or not.
6.3Primo shall take instructions from a person who we believe has good reason to believe is acting with your permission
6.4Primo shall aim to fix any faults affecting the Services as soon as we can.
6.5Primo shall carry out several checks including but not limited to; geographical coverage, credit checks, adequacy of telephone line(s), internet connection(s), and an activation check to ensure the Customer meets the satisfactory levels required by Primo in order to be offered the Products and/or Services.
6.6Primo shall not offer the Products and/or Services to the Customer should the Customer fail to meet the satisfactory levels required by us upon carrying out of the checks.
6.7Where required by law enforcement or regulatory body, Primo shall release the Customer’s IP address and any other personal information for use by the law enforcement and regulatory body to assist in their investigation including but not limited to investigations of a system or service abuse or misuse.
6.8In the event Primo discovers fraudulent calls being made (or reasonably believes fraudulent calls are being made), Primo shall take immediate action (without notice to the Customer) that is reasonably necessary to prevent such fraudulent calls from taking place, including without limitation, denying Products and/or Services to the Customer or terminating the Products and/or Services to or from specific locations.
6.9Primo may have to suspend the Products and/or Services for emergency repairs or updates without prior notice and the Customer acknowledges this. If so, Primo will restore them as quickly as is reasonably practicable.
6.10For all routine or scheduled repairs, maintenance or improvement, Primo will provide you with reasonable prior notice.
6.11The Customer acknowledges that Primo may at its own discretion operate a whitelisting process which involves checking the numbers are dialable with valid inbound/ IVR and an opt-out option, if not Primo reject those numbers from its network. Without being whitelisted, Primo does not allow the Customer’s numbers to be used as a CLIs for any outbound calls through our network.
7.1The Customer will comply (and will ensure that the Customer’s officers, members, employees, contractors, servants and agents comply) at all times with any and all regulations relating to the use of any Products and/or Services provided by us.
7.2The Customer will ensure that their use of the Services will not disrupt or harm Primo’s network or facilities.
7.3The Customer will refrain from transferring any illegal material or engage in unlawful activities via their use of the Products and/or Services.
7.4The Customer will refrain from sending menacing, offensive, defamatory, obscene, indecent or abusive messages or telephone calls whilst using the Services.
7.5The Customer will not use or permit the usage of the Services in a manner that is inconsistent with any and all applicable laws and regulations.
7.6The Customer must not make available or upload Data via their use of the Products and/or Services that contain a virus, worm, trojan or other malicious Data or download any disabling or harmful devices.<
7.7The Customer will not use the Products and/or Services to send bulk unsolicited commercial emails or telephone calls.
7.8The Customer will only use any data or materials or property provided by us to the Customer for the purposes of complying with your obligations under the Products and/or Services and will hold and will ensure that all their employees and/or agents will hold the data or materials or property provided by us in strict confidence and protect it against any threats or hazards to the confidentiality, security and integrity of the data or materials or property provided by us.
7.9The Customer will securely store their username and password, though we may reset these at their request, or in the event of a security breach.
7.10If requested, the Customer will confirm your username and password (to identify the Customer) when giving instructions (and we are authorized to comply with such instructions containing their username and password).
7.11The Customer will take all reasonable steps in respect of matters in the Customer’s control to minimize any risk of security breaches and unauthorized use of their account in connection with the Products and/or Services.
7.12The Customer will promptly notify us (24 hours) of any unauthorized access to their account as this may affect the overall security of our systems.
7.13The Customer will promptly comply with our instructions and requests concerning the Products and/or Services the Customer has subscribed to.
7.14The Customer will provide us with up-to-date contact details of nominated representatives with whom we are authorized to deal (including email addresses) and promptly notify us of any changes or substitutions.
7.15The Customer is responsible for the actions of anyone who uses their username and password to access the Products and/or Services, whether authorized or not, unless, in the unlikely event he or she is acting on our behalf, in which case, we will give the Customer prior notice of the same.
7.16The Customer warrants that all Data shall be uploaded, deleted, managed and manipulated solely by the Customer, and the Customer is fully responsible for all the Data.
7.17There is a risk that the Data generated, stored, transmitted or used via, or in connection with the Services may be irretrievably damaged, or lost, if there is a fault, or on suspension or termination. The Customer warrants that it is fully responsibility to ensure the Customer regularly back-up all Data that they wish to save and the Customer warrants to not hold Primo responsible and liable for any of the Data that is irretrievably damaged or lost.
7.18The Customer will not use the Services, nor permit The Customer’s end users to use the Products and/or Services, for autodialing from a database of numbers for purposes of telemarketing without having received written permission from the called parties (“Illegal Robocalling”). Calls to wireline numbers for purposes of political campaigning, market research or polling will be deemed legal.
7.19The Customer will ensure that any numbers purchased from Primo is used only on the Primo network and nowhere else.
7.20The Customer understands the implications following the use of any numbers that have been selected to be uploaded to its campaigns.
7.21The Customer will screen any data against the respective (opt-out) National Robinson List (including, but not limited to the TPS, CTPS, and NDNCR) and conform to applicable legal requirements within the country of jurisdiction prior to its upload and use.
7.22The Customer will screen any data against its own Do Not Call (“DNC”) lists.
7.23The Customer will pay Primo for the Products and/or Services provided to the Customer or any portion thereof irrespective of whether fraudulent calls comprised a corresponding portion of the Products and/or Services.
7.24The Customer’s failure to comply with their obligations can result in us suspending or terminating the Products and/or Services.
8.1The Customer acknowledges that Primo does not guarantee that:
8.2The Customer acknowledges that Primo does not provide a back-up of the Customer’s Data or guarantee the integrity of the Customer’s Data; however, we will use our reasonable endeavours to provide copies of the Customer’s Data for disaster recovery purposes only.
8.3Primo shall not have any obligation to monitor the Products and/or Services or take any action to detect fraudulent calls.
8.4The Customer acknowledges that Primo reserves the right to temporarily suspend the Products and/or Services if Primo reasonably suspects that the Customer is engaged in an activity which may potentially disrupt or harm our network or facilities.
8.5The Customer acknowledges and understands that should the Customer fail to satisfactorily meet the levels required by Primo when undergoing the checks including but not limited to; geographical coverage, credit checks, adequacy of telephone line(s), internet connection(s), and an activation check, Primo reserves the right to not offer the Products and/or Services to the Customer.
8.6Primo shall exercise reasonable skill and care in providing the Products and/or Services under this Agreement.
8.7Primo shall use reasonable endeavours to meet any project scheduled dates for the Products and/or Services provided by Primo but any such dates shall be estimates only and time shall not be of the essence for the performance of the Products and/or Services.
8.8Primo shall ensure the Products and/or Services provided are free from substantive defects in workmanship and materials.
8.9Subject to Clause 8.10, if the Customer gives notice in writing within seven (7) days from delivery that the Products and/or Services provided does not comply with the warranty set out in Clause 8.8, and Primo is given a reasonable opportunity to examine the Products and/or Services, and the Customer returns the Products and/or Services to Primo at the Customer’s cost, Primo shall at its sole option, repair or replace the defective Products and/or Services or refund the price of the Products and/or Services. Except as provided herein, Primo shall have no liability to the Customer in respect of their failure to comply with the warranty set out in Clause 8.8.
8.10Primo shall not be liable for the Products and/or Services’ failure to comply with the warranty in Clause 8.8 if:
8.11The Customer will exercise due care and diligence in execution of their duties under the terms of this Agreement.
8.12 We shall not be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond our reasonable control, including but not limited to failure of any communications, telecommunications or computer system.
8.13 The Customer understands and acknowledges that all or a portion of the Products and/or Services offered by Primo may be furnished by Primo's vendors and/or other telecommunication operators and/or other third party companies. The Customer understand, acknowledges and agrees not to hold Primo liable under any circumstances for any failure or delay by Primo to perform any of its obligation under this Agreement and/or for any disruption to the Services offered by Primo that are caused by the acts of and/or omissions of and/or fault of Primo's vendors and/or other telecommunication operators and/or other third party companies.
8.14The Customer acknowledges and agrees that the Customer is fully responsible and fully liable for any Data that the Customer uploads including but not limited to its usage, damage or loss.
8.15The Customer acknowledges and agrees that the Customer has all necessary licenses, permissions and consents required to perform the Customer’s obligations under this Agreement.
8.16The Customer warrant that their use of the Products and/or Services will not infringe any third-party intellectual property or other rights.
8.17Primo does not authorize any other party acting on its behalf to make a warranty on behalf of Primo. As such, the Customer is precluded from relying on any such statement as a warranty by Primo.
8.18Except as expressly provided in this Agreement, all conditions, terms, representations, indemnities and warranties with respect to the Products and/or Services, whether express or implied, imposed by statute or arising by law, prior oral or written statements by Primo, its affiliates, agents, officers, members, employees, servants, agents or otherwise (including any warranties of merchantability, fitness for a particular purpose or non-infringement) are hereby excluded and disclaimed.
9.1
10.1
11.1 Your right to cancel pursuant to the Regulations is protected.
11.2.For the purposes of the Regulations:
12.1 Either Party may at its sole discretion terminate this Agreement at any time by providing the other Party with thirty (30) days prior written notice of termination.
12.2Any breach of the terms in this Agreement, your obligations, usage and our limitations of liability, will lead to the immediate termination and withdrawal of the Products and/or Services without further notice to you.
12.3We may terminate this Agreement (as regards some or all of the Products and/or Services) and/or suspend some or all of the Products and/or Services immediately without liability to you if:
12.4You may terminate this Agreement by giving us thirty (30) days prior written notice of termination if:
12.5We reserve the right to terminate this Agreement immediately without liability to you in the event of non-payment for the Products and/or Services provided by us.
12.6On termination of this Agreement, or suspension of the Products and/or Services for any reason:
13.1 All Data shall be uploaded, deleted, managed and manipulated solely by the Customer. We may, at our discretion however, access, copy, preserve, disclose, remove, suspend or delete any Data strictly for the following purposes:
13.2The Customer agrees that it will at all times comply with the Data Protection Act 2018 and the Regulation (EU) 2016/679 [GDPR] (collectively “Data Protection Laws”) when uploading, deleting, managing and/or manipulating Data. Where the Customer is provided with VoIP services by us, the Data shall also include voicemail, call recordings, call data records and invite logs.
13.3The Customer agrees that in uploading, deleting, managing and/or manipulating Data:
13.4Where the Customer is provided with VoIP services by us, the Data shall also include voicemail, call recordings, call data records and invite logs. The Customer understands and agrees that we shall only retain Data in relation to VoIP services provided by us for twelve (12) months for existing Customers, after which the Data shall be deleted.
13.5The Customer understands and agrees that if they terminate their account or their account is terminated for whatever reason, unless otherwise agreed between us, the Data in relation to VoIP services provided by us shall be deleted immediately and if not deleted immediately, shall not be retained for longer than seven (7) days from the termination date.
13.6The Customer understands and agrees that if they terminate their account or their account is terminated for whatever reason, unless otherwise agreed between us, all Data in relation to the Products and/or Services provided by us shall be deleted immediately and if not deleted immediately, shall not be retained for longer than seven (7) days from the termination date.
13.7The Customer understands and agrees that we will provide the Customer with a third-party server for uploading, deleting, managing and manipulating all Data by the Customer. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE THIRD-PARTY SERVER. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE, BY YOUR USE OF THE THIRD-PARTY SERVER, THAT YOUR USE OF THE THIRD-PARTY SERVER IS AT YOUR SOLE RISK. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
13.8The Customer understands and agrees that Primo shall have no liability towards any products and services provided/owned by third parties including the third-party server and the Customer will discharge Primo of any responsibility, liability, consequential, or otherwise, claims, damages, costs (including reasonable legal fees) directly or indirectly related to the storage, loss, retrieval, damage or any other manner of data processing activity undertaken by the Customer in respect of the Data.
13.9The only Data that we shall process, handle and retain under this Agreement shall be the Customer’s Data. We will only process the Customer’s Data upon receiving the Customer’s explicit and unequivocal consent to such processing. Any processing, handling and retention of the Customer’s Data shall be in compliance with the Data Protection Laws. The Customer understands and agrees that Primo shall be required to share the Customer’s Data where required to do so by applicable law or competent authority, and in any pending investigations or legal proceedings.
14.1 This information provided by us to you is not intended to replace the responsibility of you as the subscriber to verify the legal requirements pertaining to your call campaign prior to using our Products and/or Services. You are ultimately responsible for your own informed decisions regarding your call campaign.
15.1 The Customer shall defend, indemnify, hold harmless Primo and its affiliates, members, officers, employees, servants, contractors, agents (“Primo Indemnities”) for, from and against any and all liability, damages, loss, expenses, costs (including without limitation. all legal fees), charges, actions, demands, proceedings and claims (including but not limited to allegations or claims for libel, slander, invasion of privacy, or infringement of copyright) whether foreseeable or not which may be sustained, instituted, made or alleged against, or suffered or incurred by the Primo Indemnities and which arises (whether directly or indirectly) out of, in the course of or in connection with one or more of the following:
15.2 The Customer shall indemnify Primo (including its affiliates, members, officers, employees, servants, contractors and agents) for, from or against any and all direct, indirect, special, consequential, incidental, exemplary or punitive damages, or any other loss or damage, including, but not limited to loss of profits or revenue, lost sales, business interruption, or cost of substituted facilities, equipment or services, or loss of goodwill or reputation or other economic loss (including loss of contract, business or anticipated savings), whether based on contract, tort (including negligence and strict liability) or any other legal theory, by reason of any act or omission in the Customer’s (including any other party authorized by the Customer) performance under this Agreement (irrespective whether or not Primo has made such a discovery itself, or whether the Customer has advised Primo of the possibility of any such loss or damages).
16.1 IN NO EVENT (INCLUDING OUR OWN NEGLIGENCE), AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, LOST SALES, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTED FACILITIES, EQUIPMENT OR SERVICES, OR LOSS OF GOODWILL OR REPUTATION, OR ANY AMOUNT PREVIOUSLY EXPENDED IN CONNECTION WITH THIS AGREEMENT OR OTHER ECONOMIC LOSS (INCLUDING LOSS OF CONTRACT, BUSINESS OR ANTICIPATED SAVINGS), WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE OR TORT, INCLUDING STRICT LIABILITY.
16.2 OUR ENTIRE LIABILITY TO YOU FOR ANY CLAIM IN RELATION TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT LOSSES IN THIS AGREEMENT CAUSED BY US AND SHALL BE LIMITED TO 100% OF THE FEES PAID BY YOU IN THE PRECEEDING TWELVE (12) MONTHS.
17.1 The Customer agrees that it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Data disclosed to it by Primo pursuant to this Agreement
17.2 “Confidential Data” shall mean all data marked, designated as confidential by Primo in writing together with all such information which relates to the business affairs, products, developments, trade secrets, know-how, personnel, financial information, customers of Primo and suppliers of Primo.
17.3 This clause does not apply to Data which:
17.4 Your confidentiality obligations herein shall survive the termination or expiration of this Agreement for a period of two (2) years.
17.5 The Customer agrees that disclosure or use of Confidential Data in violation of this Agreement would cause Primo to suffer irreparable injury for which no adequate remedy at law is available. Primo may seek any injunctive relief to prevent the dissemination of Confidential Data in violation of the terms of this Agreement. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity.
18.1 The Customer will not use the names, trademarks, logos or any intellectual property rights of Primo without advance written permission from Primo. During the subsistence and upon termination or expiration of this Agreement, Primo shall continue to have ownership of intellectual property rights which it respectively owned or owns or had rights vested-in prior to the execution of this Agreement.
19.1 Primo shall not be liable to the Customer for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent that such failure or delay is caused by riot, civil commotion, wars, hostilities between nations, amendments in existing laws or passing of new laws, governmental and regulatory body orders or regulations, significant and unsuspected increase in raw material prices, embargoes, actions by governments or agency thereof, an act of God, storms, fires, earthquakes, accidents, strikes, sabotages, explosions, declaration of ay epidemic and/or pandemic, disease by central or state government authorities affecting the Products and/or Services under this Agreement, other similar or different contingencies beyond the reasonable control of Primo (collectively “Force Majeure Event”). However, any Force Majeure Event cannot be used as a reason by the Customer to fail or delay to meet its invoice payment obligations under this Agreement wherein Primo has already provided the Products and/or Services and/or continues to provide the Products and/or Services during such Force Majeure Event.
19.2 On the occurrence or subsistence of any of the Force Majeure Event as mentioned above for a period of thirty (30) days or more, Primo shall have the option of immediately terminating this Agreement. Upon such termination, the Customer shall pay Primo any and all outstanding fees that have been accrued and invoiced to the Customer.
20.1 Primo recognizes the challenges its customers face in an ever-changing regulatory landscape. With this in mind, it has partnered with PMI Hub as an independent Audit, Compliance & Data Protection specialist to provide its customers with an added layer of assurance and confidence, given the imminent change in data protection and the introduction of the General Data Protection Regulation (GDPR). We therefore encourage our customers to talk to PMI Hub, and stay on the safe side of consumer protection.
20.2 During the term of this Agreement, Primo reserves the right to audit the Customer’s compliance with the terms of this Agreement and the Customer’s use of the Services during business hours and upon five (05) days’ prior notice in order to verify that the Services are being used in compliance with this Agreement. The Customer shall maintain accurate records at all times. Any examination will be conducted only by an authorized representative of Primo.
21.1 This Agreement represent the entire agreement of the parties relating to its subject matter. It supersedes all prior agreements and representations (unless fraudulent) and you acknowledge that that no reliance is placed on any representation made but not embodied in this Agreement, save for those made fraudulently. We are not bound by, nor should you rely on, any oral representations or representations by any agent or employee of any third party you may use to apply for the Products and/or Services.
21.2 No amendment, variation or modification to this Agreement is valid unless signed by both Primo and the Customer.
21.3 If any part of this Agreement is deemed void for any reason, the offending words shall be deemed deleted, and the remainder shall continue in full force.
21.4 You may not assign this Agreement or subcontract or resell any of the Services without our prior written consent. We may assign these Conditions or subcontract any of the Services.
21.5 No firm, person or company which is not a party to this Agreement shall have any right under the Contract (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy.
21.6 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between us. No party shall have the authority to act as an agent or to bind the other party in any way.
21.7 This Agreement shall be governed by the laws of England and Wales, and both parties agree that the Courts of England and Wales will have exclusive jurisdiction. Should any dispute arise between the Parties, the Parties shall first attempt to resolve the dispute by amicable settlement within a period of thirty (30) days from the date of start of such discussions. The Parties may extend the period of amicable settlement with prior written consent between the Parties.
22.1 Any notice required by this Agreement or given in connection with it shall be in writing and shall be given to the appropriate party by way of personal delivery, recorded delivery or email.
To Primo:
22.2 To Customer pursuant to the details provided by the Customer.
Personal Delivery – when delivered provided the Notice is handed to a senior employee.
Recorded delivery – 5 (five) days after posting.
Email – on the day it is sent unless the contrary is proved.
23.1 The Customer by using our website and/or our Products and/or Services, or the Customer by electronically checking the box confirms that the Customer has read, understood and accepts this Agreement. The Customer agrees to comply with all the terms and conditions contained in this Agreement and all specifications and other documents that this Agreement incorporates by reference or attachment.
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