Terms and Conditions
TERMS AND CONDITIONS
LAST UPDATE: 04.01.2024
Welcome to the Deep Knowledge Group Projects Platform provided by DEEP KNOWLEDGE ANALYTICS LIMITED, a private limited company duly organised and existing under the laws of England and Wales, with a company number 1138476, and with its principal place of business at 85 Great Portland Street First Floor London England W1W 7LT which is a part of the group of companies of Deep Knowledge Group (“DKG”), on behalf of itself and its affiliates, and (hereinafter referred to as “Provider”, “we”, “us”).
This Agreement governs the terms and conditions your (hereinafter referred to as the “User”, “you”, “your”) use of the website available under the domain: www.dkg-platform.solutions, including all the subdomains and any other website pages operated by the Provider (hereinafter referred to as the “Platform”).
This Agreement is effective as of the date for the Users visit this By accessing or using any part of our Services, you agree to be legally bound by this Agreement, together with our User Guide, Privacy Policy and Cookie Policy available in our Platform, and any other policy we may provide, which can be accessed from our Platform (collectively, the “Policies”). If at any point you do not agree with any part of the current Terms, you must immediately discontinue your use of our Platform.
We reserve the right to update or modify this Agreement at any time and without notice. Any changes to this Agreement will be effective immediately upon posting to our Platform. By continuing to use the Services after we have posted changes to this Agreement, you are expressing and acknowledging your acceptance of the updated Agreement.
1.DEFINITIONS
1. The following capitalised terms will have the following meanings whenever used in this Agreement:
1.1 “Services” means the services provided by Provider to the User indicated in the Order. Through the Platform, we provide the User with services and access to the pages with different services being displayed and/or advertised. Some of the services displayed and/or advertised on the Platform might be provided by us or third parties, including, but not limited to any legal entity that directly or indirectly controls, is controlled by, or is under common control with our legal entity (“affiliates”). It includes the visual analytics platform specialising in the pharmaceutical industry, particularly focusing on AI in drug discovery within the oncology sector, 2D and 3D visualisation, company information, interactive layers, and user input capabilities for data analysis and benchmarking.Some of the services are provided via Platform, and some of them are provided based on the separate commercial relationships (agreements) between the User or other legal entity and us. Where the services are provided by us via the Platform, this Agreement of Use applies. Where the services are provided by third parties, this Agreement of Use is not applicable to such services provision.
1.2 “Order” means an online order form for access to Services located on separate web pages and including scope of Services, Term and price.
1.3 “Platform” means digital infrastructure hosted by Provider via a web or mobile interface available on a computer or similar electronic device.
1.4 “Software” means a computer program or set of instructions that controls the operation of a computer or similar electronic device, including in the form of object code (machine-readable) and/or source code (human-readable), protected as a copyright subject matter or by any other Intellectual Property object.
1.5 “Software as a Service (SaaS)” is a software delivery model which is hosted by the Provider and made available to Users over the internet. In this context, SaaS encompasses various digital products and services offered by the Provider, which are accessible through a web or mobile interface. These services are typically provided on a fee basis to access and use the software.
1.6 “Database” means collection of works, data, or other materials protected both as a sui generis database rights (or just “database rights”) and copyright subject matter.
1.7 “Dashboard” means Software that provides visualisation of databases and other data.
1.8 “Intellectual Property” means all present and future copyrights, patents, rights in mask works, trade names, trademarks, databases rights, proprietary rights to algorithms, training datasets, trained machine-learning models, trade secrets (confidential business and/or know-how information), and other intellectual property rights and all other rights that may hereafter be vested relating to the works, arising or existing under England and Welsh laws, together with all national, foreign, and common law registrations, applications for registration, and renewals and extensions thereof.
1.9 “Documentation” means Provider’s standard manual related to use of the Platform, and/or Dashboard, and/or Software and/or database as well as any application programming interface (or just “API”) or similar type technical documentation.
1.10 “the User Data” means all information processed or stored through the Platform by the User or on the User’s behalf.
1.11 “Term” is defined in each Order commence on the Order Effective Date and, unless terminated earlier in accordance with the terms hereof, shall continue in full force and effect for the initial term of Order; and automatically extend for successive periods of three months (each a “Renewal Service Term”) at the end of the initial Service Term and each Renewal Service Term.
1.12 “User” means any individual who uses the Platform on the User’s behalf or through the User’s account or passwords, whether authorised or not.
1.13 “Business day” means any day (other than a Saturday or Sunday) on which banks are open in London for normal banking business.
2. SUBJECT MATTER
2.1 During the Term, the User may access and use the Services for its internal business purposes pursuant to the terms of this Agreement and any outstanding Order.
2.2 Subject to the terms hereof, the Provider will provide the User with reasonable technical support services in accordance with Provider’s standard practice.
2.3 Documentation. The User are authorised to reproduce and employ the Documentation exclusively for the purpose of supporting the Users in creating custom visualisations on the Platform using the Benchmark Tool. This includes selecting a diagram type, editing and uploading the data.json file, and saving the final custom diagram.
2.4 Platform Revisions. Provider may revise Platform features and functions at any time, including without limitation by removing such features and functions or reducing service levels. Provider shall notify the User on any such revision 5 (five) days before their implementation. If any such revision to the Platform materially reduces features or functionality provided pursuant to an outstanding Order, the User may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.
3. USE OF THE PLATFORM
3.1 Subject to the terms of this Agreement, in consideration provided by theUser the Provider will use commercially reasonable efforts to provide the User with the Services stipulated in the Order.
During the Term, the User may access and use the Platform and/or Software and/or Dashboard(s) for its internal business purposes pursuant to the terms of this Agreement and any outstanding Order, including such features and functions as the Order requires.
Acceptable Use. The User shall not:
3.3.1 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services and/or Provider’s Software;
3.3.2 copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Provider or authorised within the Services);
3.3.3 assign, sub-license, deed of trust, or rent the Platform or any of its components;
3.3.4 use the Platform to provide SaaS, for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Platform;
3.3.5 circumvent or disable any security measures implemented on the Platform;
3.3.6 remove any proprietary notices or labels;
3.3.7 provide Platform passwords or other log-in information to any third party;
3.3.8 share non-public Platform features or content with any third party;
3.3.9 access the Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform;
3.3.10 use the databases or Platform for training of any models in the field of artificial intelligence or machine learning of the artificial intelligence models;
3.3.11 interfere with, damage, or gain unauthorised access to non-public areas of the Platform, our computer systems, or the technical delivery systems of our providers;
3.3.12 download databases from Platform or make copies of them;
3.3.13 use the data collected by the Platform to communicate with any natural or legal person and to carry out marketing activities;
3.3.14 engage in web scraping or data scraping on or related to the Platform, including without limitation collection of information, including databases, through any software that simulates human activity or any bot or web crawler;
3.3.15 conduct any actions that can threaten availability or integrity of the Platform;
3.3.16 use the Platform in any manner that could breach the United Kingdom, European Union, United States, or applicable international trade sanctions laws.
3.4 Although Provider has no obligation to monitor the User’s use of the Services, Provider may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. In the event that Provider suspects any breach of the requirements of this Agreement, including without limitation by the Users, Provider may suspend the User’s access to the Platform without advanced notice, in addition to such other remedies as Provider may have.
3.5 The User represents, covenants, and warrants that the User will use the Services only in compliance with Provider’s User Guide and all applicable laws and regulations. the User hereby agrees to indemnify and hold harmless Provider against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the User’s use of Services.
3.6 Access to the Services requires compliance with the guidelines set forth in our Policies. You agree to use the Services only for their intended purposes and refrain from using them in any way that interrupts, damages, or impairs the service, including, but not limited to, conducting any fraudulent or illegal activities.
3.7 Equipment. The User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). the Users shall also be responsible for maintaining the security of the Equipment, the User account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the User account or the Equipment with or without the User’s knowledge or consent.
3.8 Look and Feel. The User acknowledges that the overall look and feel of Provider's Platform, including but not limited to the graphics, icons, screens, and sequences, constitute trade dress and/or trademarks of the Provider. The User shall not duplicate or imitate the look and feel of the Provider's Platform. This prohibition includes, but is not limited to, refraining from using similar graphics, icons, screens, sequences, or Platform design that could cause consumer confusion and constitute unfair competition. Provider reserves the right to terminate this Agreement immediately if the User violates this provision.
3.9 Unauthorised Access. The User shall take reasonable steps to prevent unauthorised access to the Platform, including without limitation by protecting its passwords and other log-in information. The User shall notify Provider immediately of any known or suspected unauthorised use of the Platform or breach of its security and shall use best efforts to stop said breach.
3.10 the Users & Platform Access. The User is responsible and liable for: (a) the Users’ use of the Platform, including without limitation unauthorised the User conduct and any the User conduct that would violate the requirements of this Agreement applicable to the User; and (b) any use of the Platform through the User’s account, whether authorised or unauthorised.
4. PAYMENT
4.1 Implementation fee. The User may be required to pay an implementation fee for additional services related to the customization of the Platform to meet specific needs. This fee, if applicable, will be detailed in the Order.(“Implementation Fee”).
4.2 Subscription Fees. For access to the Provider's SaaS products, the User shall pay Provider the fee set forth in each Order (the “Subscription Fee”) for each Term. Provider’s invoices are due and shall be paid within 15 days of issuance.
4.3 Late payment. In the event of late payment, the Provider reserves the right to:
4.3.1 Apply an interest charge on overdue amounts at a rate of 5% per annum above the Bank of England’s Official Bank Rate. Interest accrues daily from the due date until full payment.
4.3.2 Withhold any pending payments to the Customer until all overdue amounts are paid.
4.3.3 Suspend or limit access to the Platform, including any Dashboard or databases, without prior notice, at the Provider's discretion.
4.4 Late payment termination. If the User fails to timely pay Subscription or Implementation fees for two or more invoices, resulting in overdue payments for at least five (5) business days, the Provider may terminate any unpaid Order and the overall Agreement immediately.
4.5 All fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including VAT). The User is responsible for these additional charges, excluding taxes based on the Service Provider’s net income.
5. DATA & PRIVACY
5.1 Management of the User Data in General. The provisions below of this Section 4.1 are subject to applicable law, including UK General Data Protection Regulation and Data Protection Act 2018.
5.2 Limited Use. Provider shall not: (i) access, process, or otherwise use the User Data other than as necessary to facilitate the Services provision; or (ii) give the User Data access to any third party, except Provider’s subcontractors that have a need for such access to facilitate the services provision and are subject to a reasonable written agreement governing the use and security of the user data. Further, Providers shall exercise reasonable efforts to prevent unauthorised disclosure or exposure of the User Data.
5.3 De-Identified Data. Notwithstanding the provisions of this Section 5, Provider may use, reproduce, sell, publicise, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other Users. (“De-Identified Data” refers to the user data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or the User.)
5.4 Privacy Policy. The User acknowledges Provider’s Privacy Policy and Cookie Policy available in the Platform, and the User recognizes and agrees that nothing in this Agreement restricts Provider’s right to alter such privacy notice.
5.5 Required Disclosure. Notwithstanding the provisions of this Section 5 Provider may disclose the user data as required by applicable law or by proper legal or governmental authority. Provider shall give the User prompt notice of any such legal or governmental demand and reasonably cooperate with the User in any effort to seek a protective order or otherwise to contest such required disclosure, at the User’s expense.
5.6 Risk of Exposure. The User recognizes and agrees that hosting data online involves risks of unauthorised disclosure or exposure and that, in accessing and using the Platform, the User assumes such risks. Provider offers no representation, warranty, or guarantee that the User Data will not be exposed or disclosed through errors or the actions of third parties.
5.7 Data Accuracy. Providers will have no responsibility or liability for the accuracy of data uploaded to the Platform by the User, including without limitation the User Data and any other data uploaded by the Users.
5.8 Excluded Data. the User warrants that (a) it has not and will not transmit Excluded Data (as defined below), or permit transmission of Excluded Data, to Provider or its computers or other media and, (b) to the best of its knowledge, the User Data does not and will not include Excluded Data. the User shall inform Provider of any Excluded Data within the User Data promptly after discovery (without limiting Provider’s rights or remedies). the User recognizes and agrees that: (i) the provisions of this Agreement related to the User Data do not apply to Excluded Data; (ii) Provider has no liability for any failure to provide protections stipulated by relevant laws or otherwise to protect Excluded Data; and (iii) Provider’s systems are not intended for management or protection of Excluded Data and may not provide adequate or legally required security for Excluded Data. Provider is not responsible or liable for any data exposure or disclosure or related loss to the extent that it involves Excluded Data. (“Excluded Data” means, any data that violates third party intellectual property rights or healthcare regulations or any other relevant regulation that stipulates additional measures for data safety.)
5.9 You may reach out to us at any time via the Platform to inquire about the personal data we hold about you and to request the exercise of your rights under the applicable data protection law.
5.10 We are dedicated to upholding the confidentiality of your information and have implemented all necessary and appropriate measures to ensure its security. Nevertheless, should we be compelled by legal authorities or mandated by law, we will disclose your personal data and any associated documents to the requesting official bodies or legally authorised entities. This act of compliance with legal requirements is not considered a violation of confidentiality obligations, and we shall not be liable for any damages or repercussions resulting from such disclosures.
6. INTELLECTUAL PROPERTY
6.1 Intellectual Property rights to the Platform. Provider retains all right, title, and interest in and to the Platform, including without limitation all Intellectual Property used on the Platform. This Agreement does not grant the User any intellectual property licence or rights in or to the Platform or any of its components, except to the limited extent that such rights are necessary for the User’s use of the Platform as specifically authorised by this Agreement. the User recognizes that the Platform and its components are protected by copyright and other laws.
6.2 No IP Transfer. Platform subject to Services provision is licensed, not sold, and the User receives no title to or ownership of any copy or of the Platform itself. Furthermore, the User receives no rights to the Platform other than those specifically granted in this Section 6.
6.3 Limited Licence. In consideration for the fees payable by the User to Provider as specified in each Order, Provider hereby grants to the User a non-exclusive, worldwide, non-transferable and revocable licence to access and use the Platform for personal and non-commercial use for informational purposes in accordance with this Agreement via the internet on a subscription basis for the Term specified in the Order, subject to the usage limitations and restrictions set forth therein. Provider grants the license in this Section under copyright and also, solely to the extent necessary to exercise such rights, under patent and any other applicable intellectual property rights. the User shall not, nor allow third parties to make and distribute copies of the content without our prior written permission; create derivative works of the content of any kind whatsoever; and use content, or its components in a manner not authorised by us. You must not use any part of the content on our website for commercial purposes without obtaining a licence to do so from us or our licensors.
6.4 the User’s Intellectual Property. the User grants Provider a non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit and display the User Intellectual Property solely to the extent necessary to provide the Services to the User. Except for the rights expressly granted herein, Provider acquires no right, title or interest in the User Intellectual Property, and the latter is sole property of the User.
6.5 Feedbacks. We do not agreed to treat as confidential any feedback (any suggestion or idea for improving or otherwise modifying any of website’s products or services) that the User gives us, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit feedback, without compensating or crediting the User. Feedback will not be considered the User’s trade secret.
6.6 Survival. The rights and obligations under this section will survive any termination or expiration of this Agreement.
7. CONFIDENTIAL INFORMATION
7.1 “Confidential Information” refers to the following items Provider discloses to the User: (a) any document Provider marks “Confidential”; (b) any information Provider orally designates as “Confidential” at the time of disclosure, provided Provider confirms such designation in writing within __ business days; (c) the Documentation and web links, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information the User should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in the User’s possession at the time of disclosure; (ii) is independently developed by the User without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of the User’s improper action or inaction; or (iv) is approved for release in writing by the User. the User is on notice that the Confidential Information may include Provider’s valuable trade secrets.
7.2 Nondisclosure. the User shall not use Confidential Information for any purpose other than provision of Services (the “Purpose”). the User: (a) shall not disclose Confidential Information to any employee or contractor of the User unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with the User with terms no less restrictive than those of this Section 7.2; and (b) shall not disclose Confidential Information to any other third party without Provider’s prior written consent. Without limiting the generality of the foregoing, the User shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. the User shall promptly notify the Provider of any misuse or misappropriation of Confidential Information that comes to the User’s attention. Notwithstanding the foregoing, the User may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. the User shall give Provider prompt notice of any such legal or governmental demand and reasonably cooperate with Provider in any effort to seek a protective order or otherwise to contest such required disclosure, at Provider’s expense.
7.3 Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will terminate 3 (three) years after the date of disclosure; provided that such obligations related to Confidential Information constituting Provider’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, the User shall return all copies of Confidential Information to Provider or certify, in writing, the destruction thereof.
7.4 Injunction. the User agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in this Section 7; (b) it would be difficult to determine the damages resulting from its breach of this Section 7, and such breach would cause irreparable harm to Provider; and (iii) a grant of injunctive relief provides the best remedy for any such breach, without any requirement that Provider prove actual damage or post a bond or other security. the User waives any opposition to such injunctive relief or any right to such proof, bond, or other security. (This Section 7.3 does not limit either party’s right to injunctive relief for breaches not listed.)
7.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a licence thereto. Provider will retain all right, title, and interest in and to all Confidential Information.
8. REPRESENTATIONS & WARRANTIES
8.1 the User represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the website; and (c) it is a legal entity duly represented or natural person 18 years or older, or another entity authorised to do business pursuant to applicable law.
8.2 Warranty Disclaimers. Except to the extent set forth in Agreement, USER ACCEPTS THE WEBSITE “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) WE HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE IS SECURE FROM HACKING OR OTHER UNAUTHORISED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
9. INDEMNIFICATION
9.1 the User shall defend and indemnify the Provider and Indemnified Associates (as defined below) against any third party claim, suit, or proceeding arising out of, related to, or alleging from this Agreement (an “Indemnified Claim”). Indemnified Claims include, without limitation, government enforcement actions. the User’s obligations above include, without limitation: settlement at the User’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and reimbursement of reasonable attorneys’ fees incurred before the User’s assumption of the defense (but not attorneys’ fees incurred thereafter). (The “Indemnified Associates” are our subcontractors and the our’s and such subcontractors’ officers, directors, employees, shareholders, parents, subsidiaries, agents, successors, and assigns.).
9.2 Procedures for Claims. We shall provide prompt notice of any Indemnified Claim and reasonably cooperate with the User’s defence. the User will control the defence of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided: if the User fails to assume the defence on time to avoid prejudicing the defence, Indemnified party may defend the Indemnified Claim, without loss of rights pursuant to this section, until the User assumes the defence; and we will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or an Indemnified Associate admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation. the User’s obligations above in 9.1. will be excused if either of the following materially prejudiced the defence: (A) Our failure to provide prompt notice of the Indemnified Claim; or (B) Our or an Indemnified Associate’s failure reasonably to cooperate in the defence.
10. LIMITATION OF LIABILITY
10.1 PROVIDER’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED 1000 GBP.
10.2 Excluded Damages. Except with regard to breaches of Section 7 (Confidential Information), IN NO EVENT WILL PROVIDER BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10.3 Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS Section 9 APPLY TO THE BENEFIT OF PROVIDER’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF the User’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. the User acknowledges and agrees that Provider has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Section 10 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Section 9, Provider’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Provider’s liability limits and other rights set forth in this Section 9 apply likewise to Provider’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
11. TERMINATION
11.1 We reserve the right to terminate or suspend the User's access to its Services with immediate effect under certain circumstances. These include, but are not limited to, instances where a User has breached any provision of this Agreement; engaged in conduct which we determine, in its sole discretion, to be fraudulent, abusive, unethical, unlawful, or against the interests of the Platform or its community; or misused the Services, including the implementation of automated systems or bots that access the Services in a manner more frequent than would be possible for a human user within the same period.
11.2 Prior to termination or suspension, we may, but are not obliged to, issue a warning to the User and offer a reasonable opportunity to remedy the breach, unless the nature of the breach necessitates immediate action. If the decision to terminate is enacted, we will communicate the termination to the User via the email address associated with their account.
11.3 The Users may terminate their agreement with we by ceasing to use the Services and, where applicable, by formally deactivating their Account through the Platform's user interface or by notifying we in writing. The User must settle any outstanding dues or payments pending with either we or any of its Partners prior to the termination of their account.
11.4 We may suspend the User's access to the Services if there are reasonable grounds to suspect that the User's use of the Platform is fraudulent, infringes on the legal rights of others, or is in breach of this Agreement. Suspension shall be for a period necessary to permit the thorough investigation of the alleged misconduct. The User shall be notified of the suspension and the grounds for such action.
11.5 The User will have the right to appeal a suspension or termination decision by contacting us through the provided communication channels. The User must provide a detailed statement contesting the grounds of the suspension or termination. We will review the appeal and respond with a final decision within a reasonable period.
11.6 Upon termination of this Agreement, the User shall cease all use of the Platform and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of the User to pay fees incurred before termination; (b) Sections and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.2 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfil its essential purpose.
12. FORCE MAJEURE
12.1 No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labour disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control (“force majeure”).
12.2 In the event that either party is unable to perform any of its obligations under this Agreement due to a force majeure, such party shall be relieved of its obligations hereunder to the extent and for the period that such performance is prevented or delayed by such force majeure.
The affected party shall promptly provide written or electronic notice to the other party detailing the force majeure and its anticipated effect on the party's ability to perform its obligations under this Agreement. The party affected by the force majeure shall use its reasonable efforts to mitigate the impact of the force majeure and to resume performance of its obligations as soon as reasonably practicable.
12.3 During the period of the Force Majeure Event, the parties shall engage in good faith discussions to determine whether the Agreement can be modified, suspended, or terminated.
13. NOTICES & CLAIMS
13.1 If you believe that someone is selling a product or service on our website infringes your copyright, you can report it to us. Before you file a report, we ask that you consider contacting the Seller directly to try to resolve the issue. If you are unable to come to an agreement or if you would like to file a formal claim, you can follow the process below:
13.1.1 Collect the following information:
13.1.1.1 the product/service or URL of the page;
13.1.1.2 a description of the copyrighted work that you believe is being infringed;
13.1.1.3 a description of where the infringing material is located on our Website (for example, in the listing description, in the photos, or in the shop banner);
13.1.1.4 your name, address, phone number, and email address;
13.1.1.5 a statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law;
13.1.1.6 a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorised to act on behalf of the owner; and
13.1.1.7 your physical or electronic signature.
13.1.2 Send us this information at support@dkv.global and we’ll investigate your claim. Please note that filing a false or abusive report may result in legal action being taken against you.
13.1.3 You understand that we may not be able to take action on your report if it isn’t complete or if you don't have all of the necessary information.
13.1.4 We aim to process any complaints within 30 (thirty) days from the date of receipt. Please note, this timeframe may vary depending on the specifics of your complaint. We appreciate your patience and understanding as we work to address your concerns thoroughly.
13.1.5 If a dispute cannot be resolved through our Support team, the User and Provider agree to attempt to settle the dispute by engaging in good faith with each other through a process of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure.
13.1.6 Should mediation not result in a resolution, the User and Provider may then proceed to binding arbitration as an alternative to litigation. The arbitration will be in London, conducted in the English language, in accordance with the Arbitration Act 1996, by three arbitrators, one to be appointed by each Party and the third by the two arbitrators so appointed. The decision of the arbitrator shall be final and binding upon both Parties.
13.1.7 If you have any questions or requests regarding this Agreement, please contact us at support@dkv.global.
14. MISCELLANEOUS
14.1 Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
14.2 Assignment & Successors. the User may not assign this Agreement or any of its rights or obligations hereunder without Provider’s express written consent. Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
14.3 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
14.4 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorised representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
14.5 Choice of Law & Jurisdiction: This Agreement, and any dispute, controversy, proceedings, or claim of whatever nature arising out of or in any way relating to this Agreement or its formation (including any non-contractual disputes or claims), will be governed by and construed in accordance with the laws of England and Wales. Subject to the Notice & Claim section above, the courts of England and Wales shall have exclusive jurisdiction to resolve any disputes that arise out of or in connection with this Agreement, including its formation. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum. This clause will not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Additionally, nothing in this clause shall limit the right of Provider to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
14.6 Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favour of or against either party by reason of authorship.
14.7 Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
14.8 Amendments. We reserve a right to update the text of these Terms of Use by making alterations of its provisions and/or amending them by new provisions and or deleting the existing provisions, and/or changing them in any other way at any time. Changes to these Terms of Use will be valid from the moment of posting the new version of Terms of Use. We’ll specify in the document the date of its new adopting version. We recommend you to review these Terms of Use and your email occasionally.
14.9 Electronic Contract. You consent to the electronic delivery of all disclosures, notices, terms and conditions, and any other documents (collectively, "Communications") that we provide in connection with your use of the Platform. You agree that we may provide these Communications to you by posting them on the Platform or by emailing them to you at the email address you provide when registering with the Platform. All electronic documents shall be deemed to be “in writing,” and to have been signed and delivered for all purposes by the providing party. The electronic date stamp or time stamp on such documents shall serve as evidence for the date of signature and delivery. We comply with the requirements of the Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002, as well as any other applicable laws regarding the valid and enforceable execution of agreements in electronic form. It is your responsibility to keep your electronic contact information up to date so that we can communicate with you electronically. You understand and agree that if we send you an electronic Communication but you do not receive it because your email address on file is incorrect, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you.
14.10 Language. These Terms were originally written in English (UK). Should any translated version of these Terms conflict with the English version, the English version prevails.