ORPHEX TECH LIMITED Terms of Service

Last Updated: 04.11.2024

THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER REFERRED TO AS “CUSTOMER”, “YOU” or “YOUR”) AND THE APPLICABLE ORPHEX CONTRACTING ENTITY LISTED HERE (HEREINAFTER REFERRED TO AS “ORPHEX”), GOVERNING YOUR USE OF ORPHEX SUITE OF ONLINE BUSINESS PRODUCTIVITY AND COLLABORATION SOFTWARE.

1. PARTS OF THIS AGREEMENT

This Agreement comprises the following terms and conditions (hereinafter referred to as the “General Terms” or “Agreement”) and terms and conditions, if any, specific to the use of individual Services (hereinafter referred to as the “Service Specific Terms”).

2. DEFINITIONS

In this Agreement, the following terms shall have the specified meanings:

Agreement	This Agreement
Authorized User	The person or persons authorised by the Customer to access the Service
API	The application programming interface that may be offered by Orphex to the Customer
Infrastructure	All kinds of infrastructure, including but not limited to information, documents, hardware, software, media, application, server, database, internet connection and all kinds of infrastructure that must be provided/offered to Orphex by the Customer or Third Parties in order for Orphex to perform the Service properly
GDPR	General Data Protection Regulation
Orphex	Orphex Tech Limited, whose information is given in Article 1.1 of this Agreement
Platform	The website, mobile application and other channels where the Service is offered
Service	The service defined in article 4.1.1. of this Agreement
Service Fee	The price to be paid for the Service specified in Article 7.2 of this Agreement
Service Period	The period defining how long the Customer can access the service
Third Parties	All natural or legal persons other than Orphex, the Customer and Authorised Persons who are Parties to the Agreement
User Account	The accounts that the Authorised User will access Orphex services
User Agreement	The agreement to be signed by the Authorised User to open a User Account

3. SUBJECT OF THE CONTRACT

This Agreement governs the terms under which Orphex provides services for measuring, reporting, and analyzing user behaviour within the scope of Your marketing activities. These services utilize data provided directly by You or from third- party platforms. The Agreement also outlines the rights and responsibilities of the Parties within the framework of this service.

4. SCOPE AND CONDITIONS OF SERVICE
1. Scope of the Service
1. The scope of the Service provided by Orphex to You depends on the chosen Service Plan. Annex-1 Service Plan is appended to and forms an integral part of this Agreement, governing the determination of the Service scope.
2. Orphex is only obliged to provide a report if it is within the scope of the Service. Orphex cannot be held responsible if the content and results of the report do not meet Your expectations.
3. Services not specified in Annex-1 may also be subject to Special Terms. When Special Terms are applicable, they will be accompanied by the General Terms.
2. Use of the Service
1. Subject to the terms of this Agreement, Orphex grants You a limited, non- exclusive, non-transferable, and revocable right to access and use the Service solely for Your internal business purposes. This right does not include any authorization for resale or further distribution. Your access and use of the Service are contingent upon compliance with the terms and conditions outlined in this Agreement and are limited to the specific Service purchased and the designated Service Period. The services provided under this Agreement are exclusively intended for You, as the party named in the Agreement, and may not be extended to organizations or other companies in which You hold a partnership or controlling shareholder position. No provision in this agreement shall be construed as a license or sublicense.
2. The Service and related outputs, opinions, recommendations, and reports are for Your sole use and solely for the purposes set out in this Agreement. You have the right of reproduction for internal use only. The Service, outputs, opinions, advice, and reports may not be used by You for any other purpose, disclosed, included in any document, made available to Third Parties, or relied upon by Third Parties unless Orphex has given written consent. Otherwise, Orphex shall not be liable in any way for their use, without prejudice to its rights to demand additional fees, etc., in this regard.
3. Except as otherwise expressly provided in this Agreement, You shall not permit or authorize the Authorized User or any third party to:
1. modify, improve, or create a derivative work of the Service or reports;
2. transfer, distribute, sublicense, rent, share, or sell the Service or reports;
3. circumvent or disable any security or other technological features or measures of the Service or probe, scan, or test the vulnerability of a network or system or breach security or authentication measures;
4. knowingly upload or provide for processing any information or material that is unlawful, defamatory, abusive, obscene, or in violation of the privacy or intellectual property rights of any third party;
5. knowingly use the Service to harm, threaten, or harass another person or organization;
6. utilize the Service in a manner that aims to establish a direct monopoly within the sector and contravenes competition laws;
7. decompile, disassemble, reverse compile, reverse engineer, or otherwise attempt to reconstruct the source code of the Service.
4. You shall not alter or remove any trademark, copyright notice, or other proprietary rights notice that may be contained in any part of the documentation and shall include such notices in all copies. You shall use reasonable endeavours to ensure that Authorized Users comply with this Agreement. You shall be directly and fully liable to Orphex for the actions of Authorized Users and their breach of this Agreement.
5. This Agreement limits the use of the Service to Authorized Users up to the number of Authorized Users specified in selected Service Plan. An Authorized User account shall not be shared between users. Additional Authorized Users may be added by written agreement of the parties in the manner and under the conditions set out in the General Terms. As part of the registration process, You may be asked to identify Yourself and any other Authorized Users who should be associated with Your account. You shall not intentionally misrepresent the identity or nature of the company or Authorized Users required to be associated with Your account. You are responsible for maintaining the confidentiality of all username, password, and account information.
6. You shall use and ensure that Authorized Users use reasonable endeavours to prevent unauthorized use of the Service and reports, and You shall immediately notify Orphex in writing of any unauthorized use of which You become aware. If there is any unauthorized use of the Service or reports by anyone who gains access to the Service or reports directly or indirectly through You or an Authorized User, You shall take such steps as are reasonably necessary to terminate the unauthorized use.
7. Orphex reserves all right, title, and interest in and to the Service and reports, including any improvements and derivatives thereof developed by or on behalf of Orphex. In the event and to the extent that You, independently or jointly with Orphex, develop any improvements or derivatives of the Service in connection with and directly resulting from Your use of the Service, the Parties shall mutually agree on the ownership of such improvements and derivatives in a separate agreement.
8. Orphex performs and maintains regular database backups according to the retention policy appropriate for a particular system. Orphex incorporates database and system maintenance operations and processes designed to meet data consistency, indexing, and integrity requirements, as well as helping to improve query performance. In this context, from time to time, Orphex may make planned or unplanned Service interruptions. Orphex will use commercially reasonable endeavors to notify You in advance of planned Service interruptions. Any planned or unplanned Service interruption that may occur under this clause shall not be construed as a defective or incomplete provision of the Service.
3. Registration and Account
1. In order to use the Service, Authorized Users must create a User Account by following the registration procedures and instructions specified on the website. Within the scope of the Service, unless otherwise stated, each User Account is designed to be used by a single user. If more than one Authorized User is permitted under the Service, access may be granted to the number of Authorized Users specified under the Service, provided that each Authorized User has approved the User Agreement.
2. In the event that Orphex detects repeated access to the same User Account from various locations, devices, IP addresses exceeding the limits covered by the Service, Orphex may, at its sole discretion, immediately suspend or close such User Account. Except as authorized by Orphex, the User Account is non-transferable.
3. You acknowledge and agree that You are solely responsible for (i) each Authorized User’s compliance with the terms of this Agreement; (ii) maintaining accurate account information at all times, including a valid email address and billing information, if any, and updating such information as necessary; and (iii) acquiring, maintaining, and supporting, at Your own expense, all hardware, software, and services necessary to access the Service, including but not limited to internet service providers, telecommunications providers, web browsers.
4. You are responsible for maintaining the security of all User Accounts, including but not limited to User Account logins, passwords, and API keys, and for all activities that occur under User Accounts. An API key is a form of access token provided by Orphex and can only be associated with a User Account.
5. RIGHTS AND OBLIGATIONS OF ORPHEX
1. Orphex agrees to provide You with the Service as regulated in this Agreement in exchange for the Service Fee.
2. Orphex cannot be held responsible for data and software losses resulting from errors in database software, communication network design and connection, voltage fluctuations, power outages, virus infections, or data theft due to malicious attacks.
3. Orphex shall consider the data provided by You as accurate and sufficient.
4. Orphex does not guarantee the resolution of problems arising from errors made by You or Authorized Users regarding the information stored in electronic media.
5. Orphex offers the Service solely to You, and the Service Fee is determined for Your benefit. The Service Fee does not cover the provision, utilization, or use of the Service by third parties, including Your customers, affiliates, subsidiaries, etc. Fees for third- party use will be quoted separately by Orphex.
6. Orphex shall be responsible for the performance, monitoring, management, and control of the work and shall have sole authority to instruct and be responsible for the performance, monitoring, management, and control of employees, performance assistants, or persons engaged by Orphex for the Service.
7. Orphex shall have sole authority to order and instruct its employees assigned for the performance of the Service agreed upon by the Parties under this Agreement.
8. You bear personal responsibility for resolving any issues and problems hindering the proper, timely, or complete performance of the Service and must promptly inform Orphex of such situations. Should You fail to meet or breach Your obligations under the Agreement, Orphex reserves the right to terminate the Agreement, suspend, or cease performance obligations without any obligation to provide compensation, penalties, or damages. In the event of delays in resolving the issues and problems outlined in this clause, which necessitate additional services or development, Orphex retains the right to review its fees and other terms and adjust them accordingly within reasonable limits. Should circumstances exceed this, the Parties shall mutually agree on Service Fee adjustments. This clause does not imply a commitment to resolve issues not caused by Orphex and occurring without fault on Orphex’s part.
9. The service provided by Orphex does not guarantee results in any way. Nothing in this Agreement can be interpreted as Orphex’s commitment to increase Your sales.
6. RIGHTS AND OBLIGATIONS OF THE YOU
1. You accept, declare, and undertake to pay the Service Fee to Orphex in full and on time in accordance with the provisions of Articles 7 in return for the Service specified in this Agreement.
2. You shall verify the accuracy, flow frequency, and continuity of the data provided.
3. You accept and declare that You will manage and plan the available advertising space on Your own and will carry out all activities related to campaign management and management of advertising activities, and that Orphex is not responsible for these operations.
4. Orphex shall not be responsible under any circumstances and conditions for any problems arising from incomplete, incorrect, or inaccurate data flowing/received and obtained from You. Data flow and accuracy are under Your sole control and responsibility.
5. You shall work in full cooperation and coordination with Orphex in the activities to be carried out under the Agreement and shall provide Orphex with all kinds of infrastructure, information, and documents required for the performance of the Service and any changes and updates to them in a timely manner. You accept and undertake that the Infrastructure, information, and documents provided to Orphex are accurate, valid, and complete.
6. You accept that the Service offered by Orphex is subject to the relevant legislation, Google, and other third-party rules, and that You must comply with them. Orphex is not responsible for any damages arising from transactions contrary to legislation and third-party rules.
7. In the event that the use of the Service contrary to legislation or third-party rules is detected, You are obliged to immediately stop the contrary use and correct the contradiction upon Orphex’s request. If the use is not stopped or the violation is not corrected, You are liable for the damages incurred by Orphex. In addition, Orphex may terminate the Agreement without compensation and claim the Service Fee to be earned during the term of the Agreement from You.
8. During the provision of the Service, You are responsible for making backups, protecting Your own systems, computers, software, hardware, performing security and virus checks, etc., to prevent loss or corruption of Your data for any reason arising from the Infrastructure or any other reason. Orphex is obliged to take all kinds of precautions regarding Third Parties in the event that it uses the Infrastructure belonging to itself or Third Parties, including those arising from the Infrastructure, and Orphex shall not have any liability for these.
9. In order for Orphex to fulfil its obligations under the Agreement, You shall ensure that Orphex, its employees, performance assistants, or persons from whom Orphex receives services, which refers to the Service, use, access, and authorize the Infrastructure and system belonging to You when necessary. Orphex shall take care not to disrupt the normal operation and flow of Your existing system.
10. You agree, declare, and undertake that You will provide the Infrastructure required for the flawless operation of the Application and the proper performance of the Services by Orphex at a sufficient level, on time, and in accordance with the law; that You will take all technical and administrative measures regarding the Infrastructure; that You will inform Orphex about all details regarding the use of the Infrastructure and that Orphex’s use of this Infrastructure does not violate any rights of Third Parties.
11. You may request Services from Orphex for the elimination of problems arising from the Infrastructure or for making improvements. Such Service may be provided by Orphex for a fee.
12. You acknowledge that Orphex is not obliged to personally fulfil its obligations under the Agreement and may use subcontractors or receive services from Third Parties without any approval or permission from You.
13. Unless otherwise agreed by the parties, the works to be carried out by Orphex and the Service shall be performed by a remote working model. However, if the works to be carried out by Orphex and the Service are performed at the locations/places owned or directed by You, the time spent on the road will be included in the hours Orphex provides service. Additionally, in the event that the works to be carried out by Orphex and the Service are performed at the locations/places owned or directed by You, You shall comply with the following provisions without any charge from Orphex or its employee:
1. You shall provide the Orphex employee with a suitable working environment and all equipment needed. Orphex is obliged to use the hardware, computer, and other equipment provided by You to him and his employee without any damage or loss and to deliver it to You in the same condition as received, without prejudice to the wear and tear required by the work.
2. Orphex is obliged to provide basic occupational health and safety training to its employee, and You are obliged to provide all occupational health and safety measures and requirements within the scope of the Occupational Health and Safety Law and relevant legislation to the Orphex employee.
14. You agree to share with Orphex the documents such as procedures, technical qualifications, specifications, instructions to be published or updated regarding the Service and the changes related to them with Orphex at the latest on the date of publication/revision of the relevant documents. Unless otherwise agreed by the parties, Orphex agrees and undertakes to act in accordance with the necessary conditions regarding the Service contained in such documents shared with it. In the event that a change made by You in such documents will change the nature or duration of the Service, Orphex reserves the right to object to the relevant changes, to evaluate the current situation and to stop the Service, to request additional Service Fee.
15. The provision, completion, acceptance or commencement of use of the Service by Orphex means that the Service has been approved by You and is free from any defects, defects, and disputes.
16. The Parties shall appoint a contact person to ensure that the Service can be carried out in cooperation and coordination under the Agreement and notify the other Party. The Parties are obliged to notify the other Party immediately and in writing if the contact person is changed. Otherwise, Orphex shall not have any responsibility for the transactions made in accordance with the requests and instructions from the last known contact person or for the approvals and conformities given to Orphex.
17. You acknowledge the necessity of complying with the laws of England, notably the UK GDPR, alongside the legislation of the European Union, particularly the GDPR, and the guidelines set forth by other entities such as Google and Meta.
18. It has been agreed by the parties that all directions and information for the provision of the service with this contract are provided by You, that You know and will not violate the provisions of the legislation regarding the areas where You provide services or sell, and that You are exclusively responsible for any damage, loss, administrative, judicial penalty, or compensation claims that may arise in this context.
7. SERVICE FEE AND PAYMENT TERMS
1. The Services are offered through subscription plans of varying durations. Payments for Service Plans must be made via Credit Card. Your subscription will automatically renew at the end of each subscription period unless You notify us of Your intention not to renew. Upon automatic renewal, the subscription fee will be charged to You. You have the option to update payment details for renewal through a different Credit Card or method. To cancel the subscription renewal, You must notify us at least sixty (60) days before the renewal date. Failure to inform Orphex of Your non-renewal intention will be deemed as authorization for Orphex to charge the Service Fee and bill You.
2. Occasionally, Orphex may adjust the price of any Service or introduce charges for Services currently offered free of charge. Any price adjustments will become effective thirty (30) days after notifying You.
3. If any Taxes, such as GST, VAT, sales tax, or similar levies, are applicable to Your Service Plan to our Services as per local, state, provincial, or foreign laws (“Taxes”), Orphex will invoice You for these Taxes. You agree to pay such Taxes in addition to the Service Fee. Orphex will furnish You with an invoice in the format mandated by applicable local, state, provincial, or foreign laws to facilitate Your entitlement to any applicable input tax credit for the Taxes paid.
8. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
1. All registered and unregistered intellectual and industrial property rights, especially the source codes of the software related to the Service and the Agreement or that will occur during the performance of the Agreement, and all rights of processing, reproduction, dissemination, financial, material, and moral rights of the works created by You or Your employees within the scope of the applicable law belong to Orphex.
2. You hereby acknowledge that the ownership of all kinds of information and documents that Orphex will share with You regarding its sectoral knowledge, experience, accumulation, know-how, trade secrets, knowledge and skills, methods, techniques, and commercial processes specific to its own sectoral field belongs exclusively to Orphex and that You will not use them in any way outside the purposes and scope specified in the Agreement, even during the term of the Agreement or upon its termination. You accept, declare, and undertake that You will not share it with Third Parties and that You will not make any savings directly or indirectly under any name, with or without charge.
3. You declare and undertake that Orphex has the title of service provider pursuant to the Agreement and that it can use the sector experience it has accumulated for the Service before all customers, and that it will continue to use this experience and know- how with the same perspective, provided that it adheres to the confidentiality principles agreed by the Parties in this direction.
4. You declare and undertake that they do not violate the intellectual and industrial property rights of Third Parties in any matter in connection with the Service and that they have obtained the necessary permits and licenses. Otherwise, Orphex shall be liable for all damages incurred by Third Parties due to the Service.
5. Orphex have the right to include the name, brand, logo of You in the references section of its website. As an indication of the experience of fulfilment of the Service, Your name and brand, logo, registered name, and emblems may be used by Orphex without any obligation to pay a fee in marketing and promotional materials and all kinds of media.
9. DURATION AND TERMINATION OF THE CONTRACT
1. Unless terminated earlier pursuant to the Agreement, the term of the Agreement shall be for a period of twelve (12) months (“Initial Term”) from the first Payment of the Service Fee. After the Initial Term, the Agreement shall automatically renew for additional twelve (12) month periods unless either party gives the other party a written notice of termination at least sixty (60) days prior to the expiration of the term.
2. If a party is (i) in a material breach of the Agreement and, if such breach is remediable, has not remedied the breach within a period of thirty (30) days after being notified in writing to do so; or (ii) insolvent or has ceased trading, the other party may terminate the Agreement with immediate effect by written notice to the Party.
3. Orphex may with immediate effect and without any prior notice suspend or terminate Your access to and use of the Orphex Platform if You (i) in the reasonable opinion of Orphex, breach the requirements set out in Orphex General Terms or User Agreement; or (ii) in any other way cause a third party to claim that Orphex is in material breach of its obligations or has a justifiable reason to impose actions upon Orphex that will have an adverse effect on Orphex’s operations; or (iii) fail to pay Orphex invoices on the due date or are behind with other agreed-upon payments; or (iv) in the reasonable opinion of Orphex, are in material breach of the Agreement.
4. In the event of termination, it shall be Your obligation to remove from digital properties owned by or otherwise under Your control or direction all Orphex tags, pixels, and other code provided.
5. The Agreement may be terminated immediately if one of the Parties ceases its commercial activity, enters liquidation, declares bankruptcy, or initiates concordat proceedings.
6. In the event that the Agreement is terminated by You without any just cause or Orphex is required to terminate the Agreement for just cause, You agree, declare, and undertake that all amounts agreed under the Agreement shall become due and payable without any notice. You are obliged to pay all amounts immediately to Orphex in cash and lump sum at the time of the first demand, and You shall not be obliged to return the payments made to Orphex in advance, except for progress payments (if any).
7. In case of termination of the Agreement for any reason whatsoever:
1. You must pay Orphex receivables and rights arising until the date of termination immediately and in cash.
2. The termination does not in any way affect the accrued rights of the parties as of the date of termination. If there are services that have not been completed on the date of termination of the Agreement, You have no right to request Orphex to complete them.
3. In the event of unjustified termination of the Agreement and/or justified termination by Orphex, You shall immediately pay all fees up to the date of termination of the Agreement regardless of the provision of the service.
4. You are obliged to deliver all materials and works belonging to Orphex, necessary documents, and information immediately to Orphex in the same condition as received. If there is any damage or loss, You are obliged to repair them Yourself without delay or to have them done by someone else against invoice.
5. Each Party shall immediately cease the use of the trademarks, patents, logos, registered names, and emblems of the other Party without any further notice, even if the use of such trademarks, patents, logos, registered names, and emblems has been previously authorized, and shall return to the other Party those which are required to be returned.
10. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
1. Any information, documents, and personal data provided by Orphex, its customers, or personnel under the Agreement shall be deemed Confidential Information. You agree not to reproduce, copy, disclose to third parties, or use such Confidential Information outside the scope and purpose of the Agreement. You and Your employees shall maintain the confidentiality of this information indefinitely, regardless of capacity, reason, or manner of acquisition.
2. Upon written request by Orphex or upon termination or expiration of the Agreement, You shall promptly return, destroy, and delete all Confidential Information and its copies.
3. You are required to treat Confidential Information with the same level of care and protection as You would Your own Confidential Information.
4. You acknowledge and agree to keep all personal data received under the Agreement confidential in accordance with relevant legislation, especially GDPR. You shall not transfer such personal data to third parties, except as required by law or upon the request of relevant public authorities, courts, or legislation. Upon the cessation of the need for processing personal data, You shall delete, destroy, or anonymize it.
5. You must implement necessary technical and administrative measures in compliance with GDPR and relevant legislation to prevent unlawful processing or access to personal data, ensuring its preservation for legal periods and purposes.
6. If You transfer personal data as a Data Controller under GDPR and relevant legislation, You agree to fulfill all disclosure requirements and obtain explicit consent from data owners, as necessary.
7. The confidentiality and personal data protection obligations shall remain in effect indefinitely, even after the termination of the Agreement.
11. LIMITATION OF LIABILITY

YOU AGREE THAT ORPHEX SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ORPHEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ORPHEX’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED ONE THOUSAND DOLLARS ($1000) OR THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS HIGHER.

12. INDEMNIFICATION

You agree to indemnify and hold harmless Orphex, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that You have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to Your use of the Services, except where such use is authorized by Orphex.

13. WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS- AVAILABLE BASIS. ORPHEX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ORPHEX MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE, OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM ORPHEX, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

14. FORCE MAJEURE
1. Unforeseen events, such as fire, earthquake, flood, major social events, major economic crises, war, or epidemic disease, which are beyond the control of the Parties and render the performance of the Agreement partially or completely impossible for Orphex, shall be considered force majeure.
2. In the event of any force majeure event, if Orphex is unable to fulfill its obligations due to force majeure, it shall promptly notify You that the performance under the Agreement is postponed for 30 (thirty) days due to force majeure and that it cannot perform partially or completely. If the force majeure persists beyond this period, Orphex may terminate the Agreement immediately by providing written notice without any obligation for compensation, penalty, or similar.
3. If any force majeure event occurs and the 30 (thirty) days period is rendered meaningless, Orphex, unable to fulfill its obligations due to force majeure, shall provide written notice stating the impossibility of performance partially or completely due to force majeure. Orphex may then terminate the Agreement immediately without any obligation for compensation, penalty, or similar.
4. Orphex shall not be held liable for failure to fulfill its obligations due to force majeure and shall not be considered in default.
15. PROHIBITION OF ASSIGNMENT AND TRANSFER

You agree and undertake that You will not transfer or assign the Agreement and/or Your rights and responsibilities arising from the Agreement to third parties without the written consent of Orphex. In case of breach of this provision, Orphex, whose written consent is not obtained, has the right to terminate the Agreement immediately and without compensation, without giving any period of time. In addition, Orphex has the right to demand compensation for any damages incurred for this reason and the prices paid without the need for any court decision.

16. MISCELLANEOUS PROVISIONS
1. By agreeing with this Agreement, the You accept, declare and undertake that they have the capacity to sign the Agreement and to fulfil Your commitments and obligations arising from the Agreement, and that all terms and conditions contained in the Agreement are legally valid and binding obligations for You.
2. The invalidity, cancellation and non-application of any of the provisions of the Agreement shall not affect the validity of the other provisions of the Agreement.
3. Failure of the Parties to use their rights under this Agreement and/or their rights under the legislation partially or completely at one time or each time cannot be accepted as a partial or complete waiver of that right or rights or other rights. No waiver of any provision of the Agreement shall be deemed valid unless it is evidenced by a document with a handwritten signature or secure electronic signature by the Party to which the relevant provision applies.
4. The different application of any of the provisions of the Agreement by the Parties shall not mean that the relevant provision is accepted as such, nor shall such application extend to the validity of other articles and provisions.
5. No provision of the Agreement shall be interpreted or applied in such a way as to cause exclusivity, and Orphex may offer any Service to Third Parties.
6. The Agreement is not a service contract subject to the provisions of the Labour Law and Orphex shall act and perform services as an independent contractor/service provider. This Agreement shall not be interpreted as a partnership agreement, employment contract, agency agreement, employee relationship, etc. between the Parties, Orphex shall be interpreted as an independent party.
17. MODIFICATION OF TERMS OF SERVICE

We may modify this Agreement upon notice to You at any time through a service announcement or by sending email to Your primary email address. If Orphex make significant changes to the Agreement that affect Your rights, You will be provided with at least 30 days advance notice of the changes by email to Your primary email address. You may terminate Your use of the Services by providing Orphex notice by email within 30 days of being notified of the availability of the modified Agreement if the Agreement is modified in a manner that substantially affects Your rights in connection with use of the Services. In the event of such termination, You will be entitled to a prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Agreement will be deemed to be Your agreement to the modified Agreement.

18. NOTICES

Orphex may provide notices to You, at Orphex’s discretion, by email to the email address provided, by mail to the postal address provided by You to Orphex, or by posting or any Orphex website to which You have access in connection with the Agreement. It is Your responsibility to ensure that the email address and any other contact information You provide to Orphex is updated and correct at all times during the term of the Agreement. Changes to Your contact information (including the email address for invoices) should be sent to the designated Orphex representative.

19. APPLICABLE LAW AND COMPETENT COURT
1. All disputes or claims arising out of or in connection with this General Terms or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with laws of England and Wales.
2. The parties irrevocably and unconditionally agree that the courts of England shall have non-exclusive jurisdiction over all disputes or claims arising out of or in connection with this General Terms or its subject matter or formation (including non- contractual disputes or claims).

ANNEX-1: Service Plans