“Agreement” – means the agreement between MSG and the Client for the supply of Goods and/or Services in accordance with these Conditions;
“Client”- means the person or firm who purchases the Services from MSG;
“Client Background IPR”- any and all Intellectual Property Rights that are owned by or licensed to the Client and which are or have been developed independently of this Agreement (whether prior to the Commencement Date or otherwise) including the trade names, logos, service marks or other trade marks (in each case whether registered or unregistered) which are provided by the Client to MSG from time to time in connection with the performance of the Services;
“Client Content” – the Content provided by the Client to MSG from time to time for incorporation in the Website;
“Client Data” – any and all data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, and which:
a) are supplied to MSG by or on behalf of the Client; or
b) MSG is required to generate, process, store or transmit pursuant to this Agreement; and
c) any Client Personal Data;
“Client Materials” – means any images, designs, text, photographs, logos or other material whatsoever in whatever format containing Intellectual Property Rights supplied directly on indirectly by the Client to MSG; “Commencement Date” has the meaning set out in clause 2.2;
“Conditions” – means these general terms and conditions as amended from time to time in accordance with clause 16.5;
“Deliverables” – means the deliverables described or referred to in the Work Order;
“Insolvency Event” – (a) a Party is, or is deemed to be, insolvent or unable to pay its debts as they fall due or stops or suspends payment of any of its debts;
(b) a Party enters into, or gives notice of any intention to enter into, any statutory composition or arrangement, with one or more of its creditors in order to reschedule any of its obligations to pay or repay money including giving notice of a meeting of creditors for the purpose of considering a proposal for an individual or a company voluntary arrangement;
(c) any petition is presented, resolution proposed, notice of meeting given or other action, or step taken which may lead to:
(i) winding up, dissolution, administration, receivership of a Party;
(ii)the appointment of a liquidator (both provisional and following a winding up), receiver, administrative receiver, administrator, or other similar officer in respect of a Party or any of its assets; or
(iii) bankruptcy of an individual Party or voluntary arrangement, debt relief order or other formal debt arrangement;
(d) any event similar to any of those set out above occurs in relation to a Party (including in any jurisdiction to which it is subject); or a Party suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business);
“Intellectual Property Rights” – means copyright and related rights, trade marks, business names and domain names, rights in get-up, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“IPR Claim” – any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any Intellectual Property Rights used to provide, or supplied by MSG to the Client during the provision of, the Services, including the Supplier’s Background IPR and the Resulting IPR but excluding the Client’s Background IPR;
“Losses” – losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis);
“MSG’s Background IPR” – any and all Intellectual Property Rights that are owned by or licensed to MSG and which are or have been developed independently of the Services to be provided under this Agreement (whether prior to the Commencement Date or otherwise);
“MSG” – means My Server Guy Limited a company incorporated in Scotland, with company number SC482153, having its registered office at 8 Douglas Street, Hamilton, ML3 0BP;
“Regulatory Body” – those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate or influence the matters dealt with in this Agreement or any other affairs of the Parties or either of them;
“Resulting IPR” – any and all Intellectual Property Rights in anything created by MSG (or by a third party on behalf of MSG) specifically for the Client for the purposes of the Services under this Agreement and/or any Client Data that MSG creates or generates pursuant to this Agreement;
“Services” – means any services, including any relevant Deliverables, supplied by MSG as specified in the Work Order or otherwise agreed; and
“Work Order” – means the document provided in writing by MSG to the Client setting out the description or specification of the Services, Deliverables, price and other details of the work to be undertaken or services supplied by MSG.
Unless the Work Order expressly states to the contrary, MSG will not be responsible for checking whether any of the Deliverables infringe any copyright, trademark or license of any other party and the Client will indemnify and keep indemnified MSG against any claims (and any costs and expenses relative to such claims) that MSG suffers or incurs arising from any party claiming that the Deliverables or their use by the Client MSG infringes any copyright, trademark or license of any party.
A party to the Agreement (the “receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party to the Agreement (the “disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Agreement. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, delict (including negligence), breach of statutory duty or otherwise.
The Client represents, warrants and undertakes that it has full capacity and authority to enter into this Agreement.