1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
1.1.1 “Agreement”, means the agreement entered into by the Service Provider and the Member Incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;
1.1.2 “Commencement Date”, means the date on which provision of the Services will commence, as defined in the Agreement;
1.1.3 “Confidential Information”, means in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
1.1.4 “Data Protection Legislation”, means:
1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in he UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently
2) any legislation which succeeds the GDPR;
1.1.5 “Fees”, means any and all sums due under the Agreement from the Member to the Service Provider, as specified in the Agreement;
1.1.6 “Member”, means the party procuring the Services from the Service Provider who shall be identified in the Agreement;
1.1.7 “Service Provider”, means dooZza Ltd t/a iOU eXchange, a company registered in England;
1.1.8 “Services”, means the provision of an business trading platform that facilitates favourable trading conditions between Members of the iOU eXchange by use of X’s; and
1.1.9 “Term”, means the term of the Agreement as defined therein.
18.104.22.168 “Initial Deposit Value” is the number of X’s each New Member chooses to be allocated for their account when beginning to trade on the iOU eXchange i.e. from Day 1 of Membership. Upon any termination of the agreement by either party, all X’s must be replaced to the ‘initial balance’ value by providing and agreeing to exchange goods and/or services to the remaining Members, in which X’s will be accepted until the balance of Xs is at the ‘initial deposit value’ figure.
22.214.171.124 “Deposit Value Balance” is the number of X’s held by a Member at any point in time, which will fluctuate as ‘deal’ and ‘wish’ trades are completed.
1.1.11 “Buying Member” is the Member who decides to acquire or purchase goods or services from the “Selling Member”
1.1.12 “Selling Member” is the Member who provides or sells goods or services to the “Buying Member”
1.1.13 “X” or X’s or iOU-X’s are the units used between Members as a means of negotiating preferential prices; such prices are agreed by both the Buying Member and Selling Member and X’s are transferred in consideration of any reduction by using the online ‘transfer request’ form.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic text, message or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” or “T’s & C’s” refer to these Terms and Conditions as amended or supplemented at the relevant time;
1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
1.2.5 a “Party” or the “Parties” refer to the parties to the Agreement.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 References to persons shall include corporations or any legal entity.
2. Provision of the Services
2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Member.
2.2 The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the trade exchange sector in the United Kingdom and other territories as decided by the Service Provider.
2.3 The Service Provider shall act in accordance with all reasonable instructions given to it by the Member provided such instructions are compatible with the specifics of Services provided in the Agreement.
2.4 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, bye-laws, standards, codes of conduct and any other rules relevant to the provision of the Services.
3. Member’s Obligations
3.1 The Member shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
3.2 The Member may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
3.3 In the event that the Service Provider requires the decision, approval, consent or any other communication from the Member in order to continue with the provision of the Services or any part thereof at any time, the Member shall provide the same in a reasonable and timely manner.
3.4 If any consents, licences or other permissions are needed from any third parties such as the Inland Revenue, landlords, planning authorities, local authorities or similar, it shall be the Member’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
3.5 If the nature of the Services requires that the Service Provider has access to the Member’s home or any other location, access to which is lawfully controlled by the Member, the Member shall ensure that the Service Provider has access to the same at the times to be agreed between the Service Provider and the Member as required.
3.6 Any delay in the provision of the Services resulting from the Member’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of the Service Provider.
4. Fees, Payment and Records
4.1 The Member shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement.
4.2 The Service Provider shall invoice the Member for Fees due in accordance with the provisions of the Agreement.
4.3 All payments required to be made pursuant to the Agreement by either Party shall be made within 7 days of receipt by that Party of the relevant invoice.
4.4 All payments required to be made pursuant to the Agreement by either Party shall be made in sterling in cleared funds to such bank in the United Kingdom as the receiving Party may from time to time nominate, without any set-o, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
4.5 Where any payment pursuant to the Agreement is required to be made on a day that is not a working day, it may be made on the next following day.
4.6 Without prejudice to sub-Clause 9.4.1 of the Agreement, any sums which remain unpaid following the expiry of the period set out in sub-Clause 4.3 of the Agreement shall incur a monthly charge of £25.
4.7 Each Party shall:
4.7.1 keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to the Agreement to be accurately calculated;
4.7.2 at the reasonable request of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them; and
5. Liability, Indemnity and Insurance
5.1 The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
5.2 In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Member.
5.3 The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum defined therein.
5.4 The Service Provider shall not be liable for any loss or damage suffered by the Member that results from the Member’s failure to follow any instructions given by the Service Provider.
5.5 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.
5.6 Subject to sub-Clause 5.3 of the Agreement the Service Provider shall indemnify the Member against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider’s breach of the Agreement.
5.7 The Member shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Member or its agents or employees.
5.8 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Parties obligations if the delay or failure is due to any cause beyond that Parties reasonable control.
6.1 The Service Provider shall guarantee that the product of all Services provided will be free from any and all defects for a period that shall be defined in the Agreement.
6.2 If any defects in the product of the Services appear during the guarantee period set out in the Agreement the Service Provider shall rectify any and all such defects at no cost to the Member.
6.3 This guarantee does not cover transactions made on the iOU eXchange business trading platform by members. All such transactions, involving goods and services, are undertaken at the risk of both selling and purchasing parties and the Service Provider does not accept any responsibility for these transactions aside from reasonably ensuring that such transactions are between consenting parties and as such are within the conditions of our Trading Rules
7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 of the Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for 6 years after its termination:
7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other party;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub- Clauses 7.1.1 to 7.1.4 of the Agreement.
7.2 Either Party may:
7.2.1 disclose any Confidential Information to:
126.96.36.199 any sub-contractor or supplier of that Party;
188.8.131.52 any governmental or other authority or regulatory body; or
184.108.40.206 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 220.127.116.11 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 7 of the Agreement, to keep the confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
7.2.2 use any confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the confidential Information that is not public knowledge.
7.3 The provisions of Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
8. Force Majeure
No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, re, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
9. Term and Termination
9.1 The Agreement shall come into force on the agreed Membership Commencement Date and shall continue for a defined Term from that date, subject to the provisions of Clause 9 of the Agreement and adherence to clause 18.104.22.168.
9.2 If termination is not sought by either party, as specified in sub-Clauses 9.3 thru 9.5, then the Agreement shall be deemed to have been extended for a further Term from the date of expiration and adherence to clause 22.214.171.124.
9.3 Either Party shall have the right, subject to the agreement and consent of the other Party and exercisable by giving not less than 30 days written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 9.1 of the Agreement and adherence to clause 126.96.36.199.
9.4 Either Party may terminate the Agreement by adhering to clause 188.8.131.52., to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement).
9.5 Either Party may immediately terminate the Agreement by giving written notice to the other Party subject to adherence to clause 184.108.40.206. if:
9.5.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 7 days of the due date for payment;
9.5.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 day after being given written notice giving full particulars of the breach and requiring it to be remedied;
9.5.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
9.5.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);