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    Terms & Conditions

    Article 1. Application of the General Terms and Conditions

    1.1 These General Terms and Conditions apply to all offers made by and all agreements with Smart Working Solutions Ltd (“Smart Working”), regardless of any contradictory conditions stated on the customer’s documents. By placing an order, the customer automatically agrees to Smart Working’s General Terms and Conditions.

    Article 2. Offers, quotations, orders and order confirmations

    2.1 All offers and quotations issued by Smart Working are non-binding until the moment upon which they are accepted by the customer. The agreement shall become effective as soon as the customer has returned the quotation, signed for agreement and unamended, to Smart Working within 30 days. All orders placed by or order confirmations issued by the customer will bind the customer to the agreement. The agreement shall replace all previously concluded verbal and/or written agreements on the same subject (“Project”). The execution of the Project shall commence upon receipt of the signed agreement.

    2.2 All changes in scope during and/or after the Project will be carried out on an hourly basis in accordance with the hourly rates applicable at that time, unless explicitly agreed otherwise.

    Article 3. Cancellation of an order

    3.1 The customer shall only be entitled to cancel an order if Smart Working has not yet embarked upon the execution of the Project. Cancellation is accepted by email.

    Article 4. Provision of services and implementation periods

    4.1 The Start Date of service will be covered by the specific Agreement signed between the Customer and Smart Working.

    4.2 The agreement shall be terminated, by operation of law and without further notice of default required, in the event of the death, obvious incapacity, dissolution or bankruptcy of the customer.

    Article 5. Risk

    5.1 All goods (digital or physical) belonging to the customer that are retained by Smart Working will be returned by Smart Working at the customer’s request.

    Article 6. Prices

    6.1 The prices for Smart Working services are set out in the specific agreement between Smart Working and the Customer and shall remain confidential.

    Article 7. Invoicing conditions

    7.1 Smart Working will invoice customers on the first day or service.  Invoices, unless otherwise agreed in writing, shall be payable on 14 days from the invoice date.

    Article 8. Terms and conditions of payment

    8.1. Unless explicitly agreed otherwise, invoices from Smart Working are payable within 14 days. Notification of any disputes must be made to Smart Working by registered letter within 15 business days of sending the invoice. Under no circumstances can a dispute justify a postponement or suspension of payment.

    8.2. All invoices are payable on their expiry date by bank transfer to Smart Working’s account. Any person or company that places an order with the request to invoice a third party is personally responsible for the payment of the invoices.

    8.3 Smart Working is entitled to terminate the contract with immediate effect and/or to block access to the services, in full or in part, temporarily or otherwise, if the customer fails to comply, in full or in part, with one or more of its obligations arising from this agreement (such as non-payment of an invoice) without the customer being able to claim a refund for advance payments or any compensation for damages. Smart Working will in all cases inform the customer of this. Furthermore, Smart Working is legally entitled to terminate the agreement without further notification, by operation of law and with immediate effect, if the customer is declared in a state of bankruptcy, if the customer has requested or accepted a settlement plan, or more generally if the customer is in a state of suspension of payment.

    Article 9. Targets and liability

    9.1. Smart Working is committed to carrying out all the services to be rendered with care. All Smart Working’s activities are obligations to perform to the best of its ability. Smart Working is not liable for errors in implementation to be attributed to insufficient or incorrect input provided by the customer.

    9.2. Smart Working cannot be held liable for any errors (including serious errors) made by itself or its employees, except in the case of fraud. Smart Working cannot be held liable, whatever the cause, form or subject of the claim for which liability is invoked, for any consequential loss, such as loss of expected profits, a drop in turnover, increased operational costs, or loss of customers, which the customer or third parties claim to have suffered as the result of any error or negligence on the part of Smart Working or an employee.

    9.3. Smart Working’s liability with respect to the services provided to the customer is, in any event, limited to either the refund of the price paid by the customer or a renewed provision of its services again, at the discretion of Smart Working. Smart Working’s total liability shall never exceed the price that paid to Smart Working by the customer for the services that led to the damage claim.

    9.4. With regard to services provided by third-party suppliers, Smart Working does not accept any liability whatsoever above or beyond the liability that the third-party suppliers are prepared to accept for their products or services.

    Article 10. Intellectual property rights

    10.1 Smart Working acknowledges that all information originating from the customer remains the property of the latter, and will be returned upon termination of the sales agreement – insofar as there are no outstanding invoices – without having retained a copy of it.

    10.2 The parties explicitly agree that all information and products created by Smart Working and all intellectual property rights linked to these are and will remain the property of Smart Working, even following termination of this agreement.

    Article 11. Suspension and termination of the agreement due to non-fulfilment

    11.1 If a party is guilty of serious non-fulfilment of the agreement and fails to correct this within 14 days of receipt of a notice of default sent by registered letter, the other party has the right to either (i) suspend the contract until the first party has met its obligations or (ii) terminate the contract with immediate effect. Smart Working shall always consider non-payment of one or more invoices by their expiry date as serious non-fulfilment of the agreement.

    11.2 Upon termination of the agreement due to non-fulfilment, Smart Working will automatically claim payment for all expenses and commitments already incurred, plus a fixed-rate compensation for damages equal to 30% of the amount that Smart Working could have invoiced to the customer in the future if the agreement had been performed in full. Any advance payment made will in any case be retained by Smart Working. Moreover, Smart Working reserves the right to demand a higher compensation amount if it can prove that the damage it has effectively suffered is greater than the fixed-rate damage determined above.

    11.3 Nonetheless, each party agrees to allow the other party a reasonable period in which to resolve its shortcomings and always to begin by seeking an out-of-court settlement.

    Article 12. Confidentiality

    12.1 The Parties are bound to maintain confidentiality with regard to the commercial and technical information and professional secrets they learn from the other party, even following termination of the agreement, and only to use these exclusively for the execution of the agreement.

    Article 13. Employee poaching

    13.1 The customer will not take into service any employees who are entrusted by Smart Working whether through an employment contract or otherwise, or who terminated their employment with Smart Working less than 24 months ago.

    13.2 The Parties agree that a violation of Article 13.1 gives Smart Working the right to compensation for damages from the customer.

    Article 14. Processing of personal information

    14.1. Within the context of the services provided to the customer, Smart Working processes personal data belonging to the contact persons put forward by the customer. The contact details of these persons are processed for the purpose of ‘customer management’, i.e. to contact the customer with respect to the services. The contact persons have the right to access and update their data in accordance with the United Kingdom law on the protection of privacy in relation to the processing of personal data and the General Data Protection Regulation (‘GDPR’) as adopted by the European Parliament on 14 April 2016 (Regulation (EU) 2016/679). These data are only stored for the duration of the collaboration between Smart Working and the customer.

    Article 15. Reference

    15.1 The customer consents to the inclusion of their Name by Smart Working for the purpose of providing customer references.

    Article 16. Force Majeure

    16.1. Situations of force majeure, such as strikes, public unrest, administrative measures and other unexpected events over which Smart Working has no control, will release Smart Working from its obligations for the duration of the nuisance and for as far as it extends, without any right on the part of the customer to a reduction in price or compensation for damages.

    Article 17. Invalidity

    17.1. If any clause of these General Terms and Conditions is invalid, the remaining clauses shall remain fully applicable and Smart Working and the customer shall replace the invalid clause with another clause that reflects the purpose and purport of the invalid clause as closely as possible.

    Article 18. Applicable law – competent court

    18.1. English law shall apply to Smart Working’s contracts. Any dispute with regard to the conclusion, validity, execution and/or termination of this agreement shall be settled by the competent court in the United Kingdom.

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