standard-title Terms & Conditions

Terms & Conditions

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.

1.1.10.1 “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.

1.1.10.2 “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. Guarantee

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. Confidentiality

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:

7.2.1.1 any sub-contractor or supplier of that Party;

7.2.1.2 any governmental or other authority or regulatory body; or

7.2.1.3 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 7.2.1.2 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 1.1.10.1.

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 1.1.10.1.

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 1.1.10.1.

9.4 Either Party may terminate the Agreement by adhering to clause 1.1.10.1., 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 1.1.10.1. 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);

9.5.5 the other Party, being an individual or rm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona de amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);

9.5.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

9.5.7 the other Party ceases, or threatens to cease, to carry on business; or

9.5.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

9.6 For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

9.7 The rights to terminate the Agreement shall not prejudice any other right or

remedy of either Party in respect of the breach concerned (if any) or any other breach.

10. Effects of Termination

Upon the termination of the Agreement for any reason:

10.1 any sum owed by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable; this includes the deposit value  (DV) which must be returned to the initial level, or the level to which it may have been upgraded.

10.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;

10.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;

10.4 subject as provided in Clause 10 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

10.5 each Party shall (except to the extent referred to in Clause 7 of the Agreement) immediately cease to use, either directly or indirectly, any confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any confidential Information.

11. Data Protection

11.1 All personal information that the Service Provider may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Member’s rights under the GDPR.

11.2 For complete details of the Service Provider’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Member’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Service Provider’s Privacy Notice available from www.iOU-eXchange.co.uk.

12. Data Processing

12.1 In this Clause 12 and in the Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

12.2 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 12 nor the Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

12.3 For the purposes of the Data Protection Legislation and for this Clause 12 and the Agreement, the Service Provider is the “Data Processor” and the Member is the “Data Controller”.

12.4 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in these Terms and Conditions.

12.5 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms and Conditions:

12.5.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

12.5.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor and set out in the Schedule to the Agreement.

12.5.3 Ensure that any and all sta with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

12.5.4 Not transfer any personal data outside of the European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:

12.5.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

12.5.4.2 Affected data subjects have enforceable rights and effective legal remedies;

12.5.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

12.5.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

12.5.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

12.5.6 Notify the Data Controller without undue delay of a personal data breach;

12.5.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of the Agreement unless it is required to retain any of the personal data by law; and

12.5.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 12 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

12.7 The Data Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under this Clause 12 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld).

12.8 Either Party may, at any time, and on at least 30 days’ notice, alter the data protection provisions of the Agreement, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to the Agreement.

13. No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

14. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

15. Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

16. Set-Off

Neither Party shall be entitled to set-o any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

17. Assignment and Sub-Contracting

The Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

18. Time

All times and dates referred to in the Agreement shall be of the essence of the Agreement.

19. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

20. Non-Solicitation

20.1 Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party.

20.2 Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, solicit or entice away from the other Party any customer or Member where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.

21. Third Party Rights

21.1 No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

21.2 Subject to Clause 21 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

22. Notices

22.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

22.2 Notices shall be deemed to have been duly given:

22.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

22.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

22.2.3 on the fifth day following mailing, if mailed by national ordinary mail, postage prepaid; or

22.2.4 on the tenth day following mailing, if mailed by airmail, postage prepaid. In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

23. Entire Agreement

23.1 Subject to the provisions of Clause 12, the Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

23.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

24. Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

25. Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

26. Dispute Resolution

26.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

26.2 If negotiations under sub-Clause 26.1 of the Agreement do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.

26.3 If the ADR procedure under sub-Clause 26.2 of the Agreement does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

26.4 The seat of the arbitration under sub-Clause 26.3 of the Agreement shall be England and Wales and shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.

26.5 Nothing in Clause 26 of the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.

26.6 The decision and outcome of the final method of dispute resolution under Clause 26 of the Agreement shall [not] be final and binding on both Parties.

27. Law and Jurisdiction

27.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

27.2 Subject to the provisions of Clause 26 of the Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.