The agreement noted below consists of a user license agreement which details how DAC6ONE, as the product, can and can’t be used and includes the set of rules and regulations that the user must agree to in order to be able to use DAC6ONE as the product of service by the Company.
USER LICENSE AGREEMENT AND TERMS AND CONDITIONS
The provisions of this Agreement are made by and between FISCATION LIMITED, a company incorporated under the laws of the Republic of Cyprus with registration number HE 426375, having its principal place of business at 4 Promitheos Street, 2nd Floor, Office 104, 1065 Nicosia, Cyprus (hereinafter referred to as the “Company”) and any third party in possession of an Access Code to DAC6ONE as later herein defined (hereinafter referred to as the “User”).
By requesting an Access Code and/or using DAC6ONE as later herein defined, including any and all of its associated and/or ancillary functionalities and/or services and/or content and/or utility and/or user interface and/or utility models, the User agrees to the terms and conditions as stated herein, in addition to the Privacy Policy of the Company.
This Agreement governs the rights and obligations of the User and the Company and constitutes a binding agreement. To this regard, it is recommended that the User carefully reads the provisions of this Agreement as in the event that the User does not expressly agree to such terms or any part thereof, the User shall be prohibited and must refrain from using DAC6ONE.
1. DEFINITIONS
1.1 “Access Code” means a sixteen (16) digit single use password which grants access to DAC6ONE and enables the download of a single XML document in consideration of the Fee payable by the User to the Company.
1.2 “DAC6ONE” means the trade name of the Company and the online web form for intermediaries and relevant taxpayers who wish to submit a reportable cross-border arrangement according to the Council Directive (EU) 2018/822 of 25 May 2018 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements, commonly known as the DAC6 Directive, as further described under Clause 2.1.
1.3 “Fee” means the cost of EUR250 (Two Hundred and Fifty Euros) per Access Code.
1.4 “Intellectual Property Rights” means any and all intellectual property rights in any jurisdiction including, without limitation, any and all copyrights, trademarks, trade names, utility models, trade secret rights, inventions, patents and any and all similar or equivalent rights in any jurisdiction.
1.5 “User” means any natural or legal person in legal possession of an Access Code to DAC6ONE, including its officers and/or directors and/or employees and/or affiliates and/or subsidiaries and any authorized user of such includes any natural or legal person duly authorized by the User and provided with an Access Code.
2. CONTENT OF ONLINE WEB FORM SOFTWARE PROGRAM
2.1. DAC6ONE is an online web form used by Users to complete data required and as specified by the XSD User Guide DAC6 Central Directory issued by the European Commission dated 02/04/2021, Version 4.04 EN as adopted in the Republic of Cyprus subsequent to the Council Directive (EU) 2018/822 of 25 May 2018 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements.
2.2. DAC6ONE consists of a methodology of access to the online web form software program as an independent platform and any additional appropriate and/or necessary updates shall be marketed under the trade name of the Company as “DAC6ONE” and shall duly constitute the Intellectual Property Rights of the Company.
3. RIGHTS AND LIMITATIONS OF USE OF DAC6ONE
3.1. The Company hereby grants to the User a non-exclusive, non-transferable right to access and use DAC6ONE at any material time within the Republic of Cyprus subject to the provisions of this Agreement.
3.2. The User shall be solely responsible for:
3.2.1 Protecting unauthorized use of the Access Codes provided to the User;
3.2.2 Preventing and/or where applicable, promptly notifying the Company of any unauthorized access to or to the use of DAC6ONE;
3.2.3 Any authorized user by the User using DAC6ONE in compliance with the terms and conditions of this Agreement;
3.2.4 Using DAC6ONE within the permitted scope and limitations and only in accordance with the provisions of this Agreement, and
3.2.5 Using DAC6ONE in accordance with applicable laws and regulations within the Republic of Cyprus.
3.3. The User agrees that it shall not reverse engineer and/or decompile and/or disassemble and/or otherwise attempt to derive source code or other trade secrets and/or utility models and/or copyright from any of the software comprising or constituting DAC6ONE. The User shall not release to any third party the results of any evaluation of DAC6ONE performed by or on behalf of the User for the purposes of monitoring its availability and/or performance and/or functionality and/or for any other benchmarking or competitive purposes.
3.4. The User, including but not limited to any of its authorized users, shall not and shall not permit others to:
3.4.1 Create derivative works based on and/or otherwise modify DAC6ONE;
3.4.2 Disassemble and/or reverse engineer and/or decompile DAC6ONE;
3.4.3 Access DAC6ONE in order to develop a competing product and/or service, and
3.4.4 Use and/or include and/or store and/or send any undocumented malicious data, code, program, or other internal component such as a computer worm, computer time bomb or similar component, which could damage, destroy, alter or disrupt any computer program, firmware or hardware, or which could, in any manner, reveal, damage, destroy, alter or disrupt any data or other information accessed through or processed by DAC6ONE.
3.5. The User is entitled to grant authorized use via the provision of an Access Code to any third party provided that at any material time, the User remains fully liable and responsible for all acts and/or omissions and/or breaches of any such authorized user and shall ensure that any such authorized user remains bound by the provisions of this Agreement.
3.6. DAC6ONE may contain third party software for the proper functionality of the independent platform that requires notices and/or additional terms and conditions which are further expressly agreed to by the User upon use of DAC6ONE.
4. FEE AND ACCESS CODES
4.1. In consideration of the Fee, the User shall obtain an Access Code for use of DAC6ONE.
4.2. Upon full and final settlement of the Fee of an Access Code by the User to the Company, the Company shall provide the User with the Access Code in a manner which shall be agreed between the Company and the User.
4.3. The purchase of Access Codes in batches may be provided at a discounted Fee further to an agreement between the User and the Company.
4.4. The Company agrees that it shall automatically renew any unused Access Code upon amendment to the XSD Schema as noted in Clause 2.1 herein.
5. PROPRIETARY RIGHTS AND RESTRICTIONS
5.1. The Company retains any and all rights, title and interest in and to DAC6ONE, including any Intellectual Property Rights and/or software and/or object modules and/or source code and/or flow charts and/or formula engines and/or layout and/or structure of DAC6ONE, including any updates and/or communication proposals thereto and any content therein, and any developments and/or customizations and/or modifications and/or enhancements and/or updates and/or translations and/or localizations and/or other derivative works thereof (hereinafter collectively referred to as the “Proprietary Materials”).
5.2. Except for the right of use expressly granted herein, this Agreement grants no express or implied license and/or right and/or interest in any Intellectual Property Rights and/or Proprietary Materials of the Company.
5.3. The User receives no rights to and will not, except as expressly permitted herein, sell and/or assign and/or lease and/or market and/or transfer and/or encumber and/or suffer to exist any lien and/or security interest in the Proprietary Materials, nor will the User take any action that would cause any Proprietary Materials to be placed in the public domain. The User will not remove and/or destroy and will take commercially reasonable steps to prevent the removal and/or destruction of any Intellectual Property Rights of the Company from any Proprietary Materials.
5.3. Any User may from time to time provide relevant suggestions and/or comments to the Company with respect to DAC6ONE. All such communication shall be provided on a voluntary basis and even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for the Company. The Company is and shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit such information provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.
6. ADDITIONAL COSTS
6.1. The User may upon request to the Company, request additional remote training and/or support in relation to DAC6ONE which shall be charged at a rate of EUR500 (Five Hundred Euros) plus applicable VAT.
6.2. Purchase of initial 10 (ten) Access Codes per User include a 30 (thirty) minute basic training remotely via videoconference at a time to be agreed between the Company and the User without any restriction on the number of attendees during such remote training. Further training and/or assistance required shall be charged accordingly further to the provisions of Clause 6.1 herein.
6.3. Technical support in relation to irregular function of DAC6ONE should be immediately reported to the Company by email at info@dac6one.com and any time spent in relation to providing such technical support shall not incur any charges.
6.4. The Company shall take immediate ownership of issues reported and may request evidence of an XML form to correct any technical issue in question.
7. OBLIGATIONS OF THE COMPANY
7.1. The Company shall provide Access Codes on the following working day to the date of full and final settlement of the Fee by the User to the Company and the acceptance of the present agreement by the User.
7.2. The Company shall, at its own expense maintain sufficient insurance in line with the business risks of the Company, where required, and the Company shall provide any User with a certificate of such insurance and as may be requested in writing.
8. OBLIGATIONS OF THE USER
8.1. The User agrees that it shall:
8.1.1 Access and use DAC6ONE solely for legal, authorized, and acceptable purposes;
8.1.2 Ensure that its authorized users are aware of the terms and conditions and the provisions of this Agreement applicable to DAC6ONE, and
8.1.3 Accept full responsibility at any material time for any and all use of DAC6ONE by any authorized user as a person authorized by the User.
8.2. In the event of any unauthorised use of DAC6ONE by a User, the Company may, after a notice has been addressed to the User and stayed without action for a period of ten (10) working days, suspend access to DAC6ONE to the concerned User for the use of DAC6ONE. The Company shall not take any legal steps in this regard without first providing reasonable notice to the User, and in no event less than ten (10) working days, and cooperating with the User to avoid recurrence of any unauthorised use.
8.3. The User may, at its absolute discretion, refer the Company to any other third parties. The Company has the right to display the User’s brand and name as a customer on the Company website, namely at www.da6one.com, relevant to the promotion of DAC6ONE.
8.4. The User is solely responsible for the data and/or information to be denoted in DAC6ONE and that such is in accordance with the applicable laws and regulations and as specified in Clause 2.1 herein. Incorrect and/or insufficient completion of any data and/or information which may be denoted in DAC6ONE and subsequently generated in an XML document remains the sole responsibility of the User and in no circumstances whatsoever of any responsibility of the Company.
8.5. At any material time, the Company is entitled to suspend access to DAC6ONE and/or remove any data and/or content transmitted via DAC6ONE without liability, if requested by a law enforcement and/or government agency and/or otherwise to comply with applicable laws and regulations, provided that the Company shall use all reasonable efforts to notify the User, where legally permitted, prior to suspending access to DAC6ONE, or as otherwise specified in this Agreement.
8.6. Access to DAC6ONE may be unavailable to the User during such a suspension as specified in Clause 8.5 herein. The Company will use all reasonable efforts to provide the User with at least twenty-four (24) hours’ notice of a suspension unless the Company determines in its reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect the Company or its Users. If the suspension last longer than seven (7) working days, the User may terminate this Agreement immediately upon notice and the Company shall be obliged to refund any Fee corresponding to an unused Access Code.
9. WARRANTIES AND REPRESENTATIONS
9.1. The Company represents, warrants and covenants during any material time of this Agreement that:
9.1.1 It is a legal entity duly organized and validly existing under the laws of the Republic of Cyprus;
9.1.2 It has the corporate authority to enter into this Agreement;
9.1.3 This Agreement to which it is a party is legal, valid and binding on it, and is enforceable in accordance with the terms herein;
9.1.4 The Company and DAC6ONE comply with all applicable governmental laws, statutes, ordinances, administrative orders, rules and regulations;
9.1.5 DAC6ONE will conform in all material respects to all specifications and descriptions set forth in Clause 2 of this Agreement;
9.1.6 Any additional training and/or technical support services performed by the Company will be performed in a good, professional and workmanlike manner, and
9.1.7 The Proprietary Materials do not and will not infringe or otherwise violate any statutory, common law or Intellectual Property Rights of any third party.
9.2. The User represents, warrants and covenants during any material time of this Agreement that:
9.2.1 It is a legal entity duly organized and validly existing under the laws of jurisdiction in which it is registered or in which its principal office is located or a natural person located as may be determined and as the case may be;
9.2.2 It has the corporate authority to enter into this Agreement, as may be applicable;
9.2.3 This Agreement to which it is a party is legal, valid and binding on it, and is enforceable in accordance with the terms hereof or thereof; and
9.2.4 The individual authorizing the request on its behalf has the power and authority to enter into this Agreement;
9.2.5 Any authorized users acting on its behalf use DAC6ONE and comply and shall continue to comply with all applicable laws and regulations and the terms of this Agreement, and
9.2.6 Any data and/or information denoted on DAC6ONE and/or any acts and/or omissions by any User shall not infringe or otherwise violate any statutory and/or common law and/or any personal data and/or confidential data and/or any intellectual property rights of any third party.
10. BUSINESS CONTINUITY
10.1. The Company shall implement and maintain in effect at all material times a comprehensive business continuity plan that is commercially reasonable and complies with applicable laws, rules and regulations, at no additional cost to the User and by which to minimise the effect of any unplanned interruption or event that would significantly impact on the ability of the Company to provide access to DAC6ONE, in whole or in part, in accordance with the terms of this Agreement.
10.2. In the event of a business disruption that materially impacts the Company‘s provision of DAC6ONE under this Agreement, the Company will notify the User with regard to the disruption and the steps being taken in response.
10.3. If the Company suffers a Force Majeure Event that prevents or hinders the Company’s performance of its obligations in connection with the business continuity plan for a continuous period of more than ten (10) working days, the User may terminate this Agreement on written notice to the Company.
11. SOFTWARE MAINTENANCE
11.1. At any material time to this Agreement, the Company shall, without any additional charges, supply the User with system updates as they become available. Updates shall include all modifications, refinements and enhancements to DAC6ONE that increase or improve the speed, efficiency, appearance or ease of use of DAC6ONE, but shall not include any substantially new versions or substantially new or additional capabilities/functionality of DAC6ONE. The warranties of the Company in this Agreement shall equally apply to the updates.
11.2. At any material time to this Agreement, the Company shall update DAC6ONE to the extent necessary to ensure its compliance with the XSD Schema issued from time to time by the European Commission and adopted by the Tax Department in the Republic of Cyprus and as denoted in Clause 2.1 herein. The user acknowledges that the Company is by no means obliged to provide system updates and/or implement new features upon the request of the User.
12. INVOICING AND PAYMENT
12.1. The Fee shall be invoiced and settled in advance to the granting of an Access Code by the Company to the User.
12.2. Training fees as specified in Clause 6.1 herein shall be invoiced and settled prior to the undertaking of any remote training session.
12.3. All invoices by the Company shall be sent by electronic means to the User unless otherwise communicated in writing by email correspondence to the Company by the User.
12.4. Complaints concerning the invoice must be made in writing within thirty (30) days from the date of the invoice.
12.5. If any undisputed payments are not received from the User by the due date, then such charges will accrue late interest at the maximum rate permitted by law from the date such payment was due until the date the Company receives such payment. If any undisputed payments are not received from the User by the due date, then in addition to any other remedies available to the Company, the Company may suspend the Access Code until all overdue payments are received from User.
12.6. The Fee and other amounts required to be paid hereunder do not include any amount for taxes. The User shall reimburse the Company and hold the Company harmless for all VAT or other taxes or levies which the Company is legally required to collect from the User and remit to the applicable governmental authorities.
12.7. Any request by a User for any additional and/or ancillary services will be subject to a separate mutual written agreement between the User and the Company.
13. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
13.1. THE COMPANY WILL USE REASONABLE SKILL AND CARE IN PROVIDING DAC6ONE TO THE USER BUT DOES NOT GUARANTEE THAT DAC6ONE WILL ALWAYS BE OPERATIONAL, FUNCTION WITHOUT ERRORS, DISRUPTIONS, DELAYS, OR IMPERFECTIONS. DAC6ONE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. THE COMPANY DOES NOT WARRANT THAT ANY INFORMATION IS ACCURATE, COMPLETE, OR USEFUL. THE COMPANY DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE USE OF THE SERVICE, ITS FEATURES AND INTERFACES BY THE USER AND/OR ITS AUTHORIZED USERS. THE COMPANY IS NOT RESPONSIBLE FOR ANY (FAILURE OF) CONNECTIONS OR TELECOMMUNICATION SERVICES NEEDED TO ACCESS THE SERVICES PROVIDED BY DAC6ONE.
13.2. EXCEPT IN THE EVENT OF WILFUL MISCONDUCT BY THE COMPANY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IN NO EVENT WILL THE COMPANY OR THE COMPANY INDEMNIFIED PARTIES (DEFINED IN CLAUSE 14) BE LIABLE TO THE USER, OR ANY THIRD PARTY FOR DIRECT, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR OTHER ECONOMIC HARDSHIP ARISING FROM OR RELATED IN ANY WAY TO THE AGREEMENT AND THE USE OF DAC6ONE, INCLUDING BREACH OF WARRANTY, BREACH OF CONTACT, NEGLIGENCE, OR OTHER LEGAL BASIS OF CLAIM, WHETHER IN TORT OR CONTRACT (EVEN IF THE COMPANY IS AWARE OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING), INCLUDING LOSS OF PROFITS, GOODWILL OR SAVINGS, DOWNTIME, LOSS OF DATA OR DAMAGE TO OR REPLACEMENT OF DATA OR ANY REASON WHATSOEVER. NEITHER THE COMPANY NOR ANY OF THE COMPANY INDEMNIFIED PARTIES SHALL BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE PROVIDED BY DAC6ONE.
13.3. IN THE EVENT THE COMPANY IS FOUND LIABLE FOR ANY DAMAGES, FOR ANY REASON WHATSOEVER HEREUNDER, THE PARTIES HEREBY EXPRESSLY AGREE THAT THE LIMIT OF THE COMPANY’S LIABILITY FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID UNDER THE AGREEMENT BETWEEN USER AND THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST CLAIM.
13.4. Any User understands and agrees that the remedies provided herein are exclusive and allocate risk of non-conformity of DAC6ONE between the Company and the User to the extent authorized by applicable laws and regulations. No action, regardless of form, arising out of the transactions in relation to this Agreement may be brought by either of the Company or the User more than twelve (12) months after the cause of action first arises. Such limitation shall still apply even if a remedy provided by the Company to the User, in the event of problems occurring, fails its essential purpose.
14. INDEMNIFICATION
14.1. The User hereby agrees, to the maximum extent permitted under applicable law, to indemnify and hold harmless the Company and/or any of its licensors and/or sub-contractors and/or their representatives and/or their respective successors and permitted assigns (hereinafter collectively defined as the “Company Indemnified Parties”) from and against any losses and/or cost and/or damages of any of the Company Indemnified Parties arising out of or related to:
14.1.1 The use of DAC6ONE by the User including but not limited to any authorized user;
14.1.2 Breach of any representation or warranty by the User including but not limited to any authorized user;
14.1.3 Any data and/or information provided by the User including but not limited to any authorized user to the Company under this Agreement for use in DAC6ONE and as may be applicable which infringes the intellectual property rights of a third party; or
14.1.4 Any violation of or noncompliance with the applicable laws and regulations by the User including but not limited to any authorized user.
14.2. In such an event as prescribed by Clause 14.1 herein, the Company shall notify the User promptly in writing of any such claim or suit, make no admission relating to the infringement, and allow the User to conduct all negotiations and proceedings and give the User all reasonable assistance in doing so.
15. PROCESSING OF PERSONAL DATA, CONFIDENTIALITY AND SECURITY
15.1. The Company and the User shall each strictly comply with the applicable laws and regulations regarding processing of Personal Data, including the General Data Protection Regulation 2016/679/EU and applicable laws and regulations within the Republic of Cyprus.
15.2. It is understood and agreed that the User retains any and all right, title and interest in and to any data and/or information completed within DAC6ONE and any XML document generated by DAC6ONE. The User understands and agrees that the Company does not have any right and/or methodology of access to and/or control of and/or permission to access any such data and/or information.
15.3. Any Personal Data processed by the Company solely and exclusively relates to the identification of the User and/or any authorized representatives of such a User as may be determined in writing via email correspondence between the User and the Company during the process of granting possession of an Access Code and ensuring advance payment of the Fee or any training fee or technical support as specified in Clauses 6 and 12.3.
15.4. All Confidential Information exchanged between the Company and the User pursuant to the Agreement:
15.4.1 Shall not be copied or distributed, disclosed, or disseminated in any way or form by the receiving party to anyone except its own employees, who have need-to-know for the performance of this Agreement;
15.4.2 Shall be treated by the receiving party with the same degree of care to avoid disclosure to any third party as is used with respect to the receiving party’s own confidential information, but with no less than reasonable care;
15.4.3 Shall not be used by the receiving party for its own purposes or any other purpose except as set forth in this Agreement, and
15.4.4 Shall remain the property of and be returned to the disclosing party (along with all copies thereof) within ten (10) working days of receipt by the receiving party of a written request from the disclosing party setting forth the Confidential Information to be returned or upon expiration or termination of the Agreement.
15.5. The restrictive obligations as set forth in Clause 15.4 above shall not apply to the disclosure or use of any Confidential Information which:
15.5.1 Is or hereafter becomes public knowledge through no fault of the receiving party;
15.5.2 Is known by the receiving party on the date of disclosure and is not subject to any restriction on disclosure, as evidenced in documentary form;
15.5.3 Is disclosed to the receiving party by a third party who is not subject to any restriction on disclosure by the disclosing party, and
15.5.4 The receiving party can demonstrate that it was developed by it independently without benefit of, or based on, the disclosures made hereunder, or
15.5.5 Is disclosed pursuant to a requirement of law, order of a court of competent jurisdiction, or regulatory or government authority, provided that the receiving party shall inform the disclosing party forthwith of such requirement or order to enable the disclosing party to take protective action.
15.6. The Company shall ensure to maintain appropriate technical and/or physical and/or organizational measures and security practices and controls commensurate with the sensitivity of the Access Code and Personal Data to be used and processed by the Company in providing the Access Code to the User and to prevent unauthorized and/or unlawful processing, acquisition, access, or accidental loss, destruction, alteration or damage to the Access Code.
15.7. In the event that the Company may reasonably believe it may be involved in an unauthorized and/or unlawful processing or loss of any User’s Personal Data or Access Codes which may be disabled, lost, corrupted, destroyed, disclosed or otherwise compromised, the Company shall notify the User as soon as possible under the circumstances, and in any event, within two (2) calendar days of discovery. Such notice shall summarize, in reasonable detail, to the best of the Company’s knowledge at the time of the notice, the timing and nature of such a compromise, the potential impact of such an event on the User and the corrective action taken or proposed to be taken by the Company.
16. TERMINATION
16.1. The Company may terminate the Access Code with immediate effect by written notice to the User upon the occurrence of any of the following events:
16.1.1 Any petition in bankruptcy or any petition for similar relief is filed against the User;
16.1.2 A receiver is appointed for the User or any material portion of the property of the User;
16.1.3 The User makes an assignment for the benefit of creditors;
16.1.4 The User admits in writing its inability to meet its debts as they become due;
16.1.5 The User fails to substantially comply with any material term or condition contained herein and fails to correct such lack of compliance within thirty (30) calendar days after receipt of a written notice of such failure by the Company.
16.2. Notwithstanding Clause 16.1, if the material breach is a default in payment of any sum due hereunder and the User fails to cure such default within thirty (30) calendar days after notice thereof, then the Company shall have the right to do any or all of the following:
16.2.1 Declare the Agreement to be in default whereupon, to the extent permitted by law, all amounts payable under this Agreement shall become immediately due and payable;
16.2.2 Suspend any unused Access Code granted to the User for use of DAC6ONE;
16.2.3 Proceed by court action to enforce performance and/or recover damages, and/or
16.2.4 Terminate this Agreement.
16.3. Upon termination, the Company shall immediately discontinue the provision of any unused Access Code and all sums due shall be paid immediately by the User. Unless retention is required by applicable law, the Company shall destroy all Confidential Information of the User and any Personal Data in its possession.
16.4. Any provisions that are intended to survive the expiration or termination of this Agreement will survive and continue in effect and will bind the Company and the User and their permitted successors and assigns.
17. MISCELLANEOUS
17.1. Amendments to this Agreement and DAC6ONE. The Company reserves the right to amend this Agreement at any time. The Company will notify the User upon modification of this Agreement. The User is responsible for regularly reviewing this Agreement that is at the disposal of the User via www.da6one.com. Continued use of DAC6ONE following any such amendments shall constitute the User’s acceptance of such changes. The Company reserves the right to make and have made any and all changes to DAC6ONE, its features and functionalities, at its sole discretion, without notice to the User. The Company reserves the right to, at its sole discretion, deny access to DAC6ONE to anyone at any time.
17.2. Force Majeure. If by reason of labor disputes, strikes, lockouts, riots, war, inability to obtain labor or materials, earthquake, fire or other action including but not limited to electricity shortage, accidents, pandemic, governmental restrictions, failures or delays, or other causes beyond the reasonable control of a party hereto (hereinafter defined as a “Force Majeure Event”), either party is unable to perform in whole or in part its obligations as set forth in this Agreement, excluding any obligations to make payments hereunder, then such party will be relieved of those obligations to the extent it is so unable to perform, and such inability to perform will not make such party liable to the other party. Neither party will be liable for any losses, injury, delay or damages suffered or incurred by the other party due to a Force Majeure Event.
17.3. Notice. All notices and other communications pertaining to this Agreement shall be in writing and shall be deemed to have been given by a party thereto via email correspondence at the dedicated address and for the Company being info@dac6one.com. Either party may change its address for purposes hereof by written notice to the other in accordance with the provision of this Clause, via email correspondence.
17.4. Governing Law and Venue. This Agreement and any dispute between the Company and the User shall be construed, interpreted and enforced in accordance with the laws of Republic of Cyprus. The User irrevocably consents to the exclusive jurisdiction and venue of the Nicosia District Court in the Republic of Cyprus.
17.5. Assignment. The User may not assign any of its rights or delegate its obligations under this Agreement unless as expressly may be denoted within the provisions of this Agreement. Any attempt to assign or transfer this Agreement or delegate any obligations hereunder other than in accordance with this Clause will be null and void. Subject to the foregoing, the Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
17.6. Entire Agreement. This Agreement constitutes the entire Agreement of the parties with respect to the subject matter and supersedes proposals, oral or written, all previous negotiations and all previous communications between the parties with respect thereto. No statement or representations made by either party has been relied upon by the other in agreeing to enter into this Agreement.
17.7. Waiver. Any waiver of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the party against which the waiver is to be construed regardless of the future behaviour or oral representations of such party. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
17.8. Independent Contractor. The Company is an independent contractor and nothing in this Agreement will be deemed to make the Company an agent, employee, partner, or joint venturer of the User. Neither Party will have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
The Company keeps this Agreement and its inherent Terms and Conditions under regular review and places any updates on www.da6one.com. This document was last updated on 13th October 2021.