|Affiliate||means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;|
|Applicable Law||means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national [ or international in any relevant jurisdiction];|
|Bribery Laws||means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption [and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010];|
|Business Day||means a day other than a Saturday, Sunday or bank or public holiday [when banks generally are open for non-automated business [in England]];|
|Client||means the same as Customer below;|
|Conditions||means writefully’s terms and conditions of supply set out in this document;|
|Confidential Information||means any commercial, financial or technical information, information relating to the Services, plans, [insert details of any specific confidential information], know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;|
|Content Creation||means written, design, video editing and or any non-written work related to content creation|
|Contract||means the agreement between writefully and the Customer for the supply and purchase of Services incorporating these Conditions and the Order and including all their respective schedules, attachments, annexures and statements of work;|
|Controller||shall have the meaning given to it in applicable Data Protection Laws from time to time;|
|Customer||means ‘you’ or ‘your’, the named party who has agreed to purchase the digital content from us and whose details are set out in the Order;|
|Data Protection Laws||means, as binding on either party or the Services:the GDPR;the Data Protection Act 2018;any laws which implement any such laws; andany laws that replace, extend, re-enact, consolidate or amend any of the foregoing;|
|Documentation||means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;|
|Force Majeure||means an event or sequence of events beyond a party’s reasonable control [ (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements)] preventing or delaying it from performing its obligations under the Contract [ including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving writefully’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay];|
|Intellectual Property Rights||means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:whether registered or not;including any applications to protect or register such rights;including all renewals and extensions of such rights or applications;whether vested, contingent or future;to which the relevant party is or may be entitled, andin whichever part of the world existing;|
|Location||means the address or addresses for performance of the Services as set out in the Order[ or such other address or addresses as notified by writefully to the Customer at least [insert number] Business Days prior to [insert description of event eg delivery, shipping, performance]];|
|Order||means the Order placed by the Customer in substantially the same form as set out herein for the Services from writefully;|
|Personal Data||shall have the meaning given to it in applicable Data Protection Laws from time to time;|
|Price||has the meaning set out in clause 5;|
|processing||has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);|
|Processor||shall have the meaning given to it in applicable Data Protection Laws from time to time;|
|Protected Data||means Personal Data received from or on behalf of the Customer in connection with the performance of writefully’s obligations under the Contract;|
|Services||means the Services set out in the Order and to be performed by writefully for the Customer in accordance with the Contract;|
|Specification||means the description or Documentation provided for the Services set out or referred to in the Contract;|
|Supplier||means Only Way Online Ltd (t/a writefully), a company incorporated and registered in England and Wales with company number 09661872, whose registered address is at 20-22 Wenlock Road, London, England, N1 7GU; Dubai Address: Writefully FZ-LLC,
HD48X, In5 Tech, Floor 01, Dubai Internet City, Dubai
|Supplier Personnel||means all employees, officers, staff, other workers, agents and consultants of writefully, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and|
|VAT||means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.|
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than [number] days, [the party not affected OR either party] may terminate the Contract by written notice to the other party.
The rights and remedies provided in the Contract for writefully only are cumulative and not exclusive of any rights and remedies provided by law.
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
The Client shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).