Terms & Conditions
Version 2.3 from October, 5 2022.
1. Company Information:
J. Sallinger Ltd., trading as DarwinX
Registered Address: 128 City Road, London, United Kingdom, EC1V 2NX
Company Registration Number: 12797704
VAT Registration Number: N/A
By engaging in any form of business relationship with DarwinX, whether by placing an order for services, accessing our website, or otherwise utilizing our offerings, the client explicitly agrees to be bound by all terms and conditions outlined in this contract. It is hereby understood and agreed that the commencement of any business dealings with DarwinX constitutes acceptance of these terms and conditions in their entirety. Please review the following terms carefully before proceeding with any transactions or engagements with DarwinX.
These terms and conditions shall take precedence over any other terms and conditions or conflicting provisions proposed by the client or any other party, as well as all prior agreements and understandings, whether written or oral, relating to the subject matter herein, unless otherwise agreed in writing by DarwinX. No modification, waiver, or amendment to these terms and conditions will be valid or enforceable unless expressly agreed upon in writing by DarwinX.
2. Service Description:
DarwinX provides specialized consulting services aimed at assisting small and medium-sized enterprises in leveraging Artificial Intelligence and Automation solutions to optimize their operations and maximize efficiency. Our services encompass a meticulous company audit process, in-depth analysis, and personalized action plans tailored to address specific business needs and challenges. Clients are offered flexible engagement options, including self-implementation guidance, technological configuration assistance, or comprehensive end-to-end solutions managed by DarwinX.
3. Pricing and Payment:
3.1. **Pricing Structure:** Pricing for services varies based on industry, the extent of the audit, the complexity of the engagement, and the scope of services required by the client. Detailed pricing information is provided upon request and is based on specific client needs. DarwinX reserves the right to adjust pricing at its discretion. All our prices are excluding VAT and taxes.
3.2. **Payment Terms:** Clients are required to make upfront payments for services rendered, unless otherwise agreed upon in writing by both parties. Invoices are issued electronically and must be settled within the specified payment terms. DarwinX reserves the right to withhold the provision of services until payment is received in full.
3.3. **Late Payment Penalties:** In the event of late payment, DarwinX may impose penalties, including but not limited to administrative fees and interest charges, in accordance with applicable laws and regulations. The client shall be responsible for all costs incurred by DarwinX in the collection of overdue payments.
Late payment penalties will include as a standard:
3.4. **Third-party commissions** In most cases, DarwinX perceives a commission for recommended third-party tools and software subscriptions through Affiliate programs.
4. Ordering Process:
4.1. **Order Placement:** Clients may place orders for DarwinX services through our official website, authorized third-party platforms, or via email communication with our designated representatives.
4.2. **Confirmation:** Order confirmation is subject to receipt of payment in full. Upon receipt of payment, DarwinX will acknowledge the order and provide confirmation of acceptance.
4.3. **Cancellation and Modification:** Once an order is confirmed and payment is received, clients may not cancel or modify the order. Any request for cancellation or modification must be submitted in writing and approved by DarwinX, subject to applicable terms and conditions outlined in the service agreement.
5. Delivery of Services:
5.1. **Delivery Method:** DarwinX delivers services primarily through digital channels, including email correspondence, secure online portals, and virtual meetings. Physical delivery of documents or materials may be arranged upon request, subject to additional charges and logistical considerations.
5.2. **Timeline:** The delivery timeline for services is outlined during the initial consultation and is dependent on various factors, including the complexity of the engagement, client responsiveness, and external dependencies. DarwinX endeavors to meet agreed-upon deadlines; however, unforeseen circumstances may result in delays beyond our control. Any delays beyond the agreed timeframe do not entitle the Client to claim damages.
5.3. ** Obligation of Means** DarwinX undertakes to provide its services with diligence and professionalism, employing all reasonable means to achieve the objectives agreed upon with the client. It is expressly agreed between the parties that DarwinX is subject to an obligation of means and not to an obligation of results. Consequently, DarwinX undertakes to exert its best efforts to fulfill the agreed-upon services, without, however, guaranteeing a specific outcome.
6. Customer Responsibilities:
6.1. **Information Provision:** Clients are responsible for providing accurate, complete, and timely information required for the execution of services by DarwinX. Failure to provide necessary information may result in delays or inaccuracies in the deliverables.
6.2. **Cooperation:** Clients are expected to cooperate fully with DarwinX throughout the engagement process, including participation in interviews, provision of access to relevant data and resources, and adherence to agreed-upon timelines and milestones.
7. Intellectual Property Rights:
7.1. **Ownership:** All intellectual property rights associated with DarwinX services, including but not limited to branding, corporate identity, website, reports, analyses, methodologies, and recommendations, remain the exclusive property of DarwinX.
7.2. **License:** Clients are granted a non-exclusive, non-transferable license to use the deliverables provided by DarwinX solely for internal business purposes. Unauthorized use, reproduction, or distribution of DarwinX materials is strictly prohibited.
8. Confidentiality and Data Protection:
8.1. **Confidentiality Obligations:** DarwinX and the client shall maintain strict confidentiality regarding all proprietary and sensitive information exchanged during the course of the engagement. Confidential information shall not be disclosed to third parties without the express written consent of the disclosing party.
8.2. **Data Protection:** DarwinX is committed to ensuring the privacy and security of client data in compliance with applicable data protection laws and regulations, including the General Data Protection Regulation (GDPR). Client data shall be collected, processed, and stored in accordance with DarwinX’s Privacy Policy, which is available upon request.
9. Liability and Indemnity:
9.1. **Limitation of Liability:** To the fullest extent permitted by law, DarwinX disclaims all warranties, express or implied, regarding the accuracy, completeness, or suitability of its services for any particular purpose. In no event shall DarwinX be liable for any direct, indirect, incidental, special, or consequential damages arising from the use or inability to use our services and implement or recommendations.
9.2. **Indemnification:** Clients agree to indemnify, defend, and hold harmless DarwinX and its affiliates, directors, officers, employees, and agents from any claims, liabilities, damages, costs, or expenses (including legal fees) arising from or related to the client’s use of DarwinX services and recommendations.
10. Termination:
10.1. **Termination Clause:** Termination terms are outlined in individual service contracts. In case of the audit, once payment is received, termination is not permitted. For all other cases, either party may terminate the agreement upon written notice to the other party in the event of a material breach of contract that remains uncured for a specified cure period. DarwinX reserves the right to terminate services immediately in cases of non-payment or violation of terms.
10.2. **Consequences of Termination:** Upon termination, clients shall be liable for any outstanding fees or expenses incurred up to the termination date. DarwinX shall promptly deliver any completed deliverables to the client and may retain copies for internal record-keeping purposes.
11. Miscellaneous:
11.1. **Force Majeure:** Neither party shall be liable for any delay or failure to perform its obligations under the agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, or government actions.
11.2. **Disclaimer of Warranties:** The Services are provided “as is”. DarwinX and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither DarwinX nor its suppliers and licensors makes any warranty that the Services nor Recommendations will be error-free or that access thereto will be continuous or uninterrupted. The Customer understands that the use of the Services and Recommendations are at the Customer’s own discretion and risk.
11.3. **Use of Customer’s Logo:** By engaging with DarwinX’s services, the Customer grants DarwinX a perpetual worldwide license to use the Customer’s company’s name and logo(s) for the sole purpose of DarwinX’s marketing and sales efforts, such as listing the Customer as a DarwinX Customer on the Website. The Customer may revoke this license at any time by notifying DarwinX via email. DarwinX shall provide receipt confirmation of such notification and a response providing details on the follow-up to the request for revocation within 30 days following the notification. The Customer guarantees that it has the full right to grant the license subject to this clause to DarwinX.
12. Severability Clause:
If any provision of these terms and conditions is found to be invalid, illegal, or unenforceable by a competent authority, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of the other provisions of these terms and conditions, and they shall remain in full force and effect. Furthermore, the parties agree to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely reflects the original intention of the invalidated provision.
13. Governing Law and Jurisdiction:
13.1. **Governing Law:** These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales.
13.2. **Jurisdiction:** Any disputes arising out of or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.
