Whitecollars Consultancy Ltd. © 2024 All Rights Reserved.
Terms and Conditions
SERVICE AGREEMENT
INTRODUCTION
This Service Agreement (“Agreement”) is made and entered into by and between ApplyRight (“Company”), owned and operated as a subsidiary of Whitecollars Consultancy Ltd., a company duly registered under the laws of England and Wales with registered number 11478911 and registered address at 20 Wenlock Road, London N1 7GU, United Kingdom (hereinafter referred to as the “Company”), and the Client (hereinafter referred to as the “Client”) as identified in the accompanying Service Order Form.
This Agreement outlines the terms and conditions under which the Company will provide career counselling services to the Client.
- DESCRIPTION OF SERVICES
1.1 The Company agrees to perform the Services as described on the website www.applyright.net, which are incorporated into this Agreement by reference. These Services are outlined in the Service Description Document provided to the Client at the time of purchase.
1.2 The Client has requested career counselling services from the Company as explained in the website service page at www.applyright.net.
1.3 Services, functions, and deliverables are provided under the applicable Package available on the Company’s website www.applyright.net, chosen by the Client. Customisation of these packages can be made directly on the website by selecting customised packages. Pricing and deliverables will be adjusted accordingly during the purchase process.
1.4 Specific services include but are not limited to, CV & Cover Letter Writing, LinkedIn Profile Optimisation, Job Application Service, Interview Preparation, and Career Coaching. Details are available on the Company’s website www.applyright.net, and subject to the limitations stated therein.
1.5 The Client agrees to provide the Company with all required information, documents, and materials necessary for the provision of services within fourteen (14) Business Days of the Company’s request. Failure to do so within this timeframe will result in the automatic cancellation of the service without any refund. The Company will make reasonable efforts to communicate with the Client regarding this issue before any cancellation, in accordance with clause 6 of the Terms and Conditions of Service.
- PAYMENT TERMS
2.1 Packages: The Company offers various packages. Detailed descriptions and pricing for each package are available on the Company website at www.applyright.net.
2.2 Custom Packages: The Client has the option to create personalised packages by selecting from available services for customised solutions. Pricing and timelines for custom packages will be determined based on the services selected and will be clearly communicated before the Client confirms their purchase.
2.3 Payment Methods: The Client can pay using online payment gateways, including but not limited to debit cards, Apple Pay, PayPal, and Stripe. For eligible services, instalment payment plans are available through approved financing partners. The Client must ensure that all payment information provided is accurate and up-to-date.
2.4 Extended Job Application Add-On: The Client may purchase additional services, including an extended job application period, which will be charged separately from the base package. The duration and cost of the add-on service will be confirmed before payment is processed.
2.5 Payment Due Date: Payment is due at the time of service purchase, and all services are contingent upon receipt of full payment. The Company will not commence services until payment has been successfully processed. Partial payments are not accepted unless specified in a separate agreement or as part of an approved payment plan. If a payment is delayed or fails, the Company reserves the right to delay or cancel the service without liability to the Client. In the event of any payment disputes or issues, the Client must contact the Company within seven (7) Business Days to resolve the matter. Failure to resolve payment issues within this timeframe may result in the cancellation of services without further notice.
2.6 Payment Security: The Company utilises industry-standard secure payment gateways, including debit cards, Apple Pay, PayPal, and Stripe, to process transactions. All payment information is encrypted and processed in accordance with the highest security protocols to protect the Client’s financial data. By purchasing services, the Client agrees to the processing of payments through these gateways.
TERMS AND CONDITIONS OF SERVICE
INTRODUCTION.
We believe that the best work arises from great relationships, built on honesty, respect, and gratitude. These values guide our interactions and ensure mutual respect and trust. While legal documents are important, our shared goal is to deliver excellent work with excellent people.
Please read these Terms and Conditions carefully as they form a legally binding agreement between you and Whitecollars Consultancy Ltd. If you have any questions, email us at info@applyright.net By ordering our services, you agree to these terms and conditions.
BACKGROUND
- The Company is a career counselling service provider that offers comprehensive services to job seekers, including CV writing, LinkedIn profile optimisation, job application services, interview preparation, and career coaching.
- The Client wishes to appoint the Company to provide its Services to the Client and the Company has agreed to do so.
- The parties have agreed that the Company shall supply services to the Client on the terms set out in this Agreement.
1 Definitions and Interpretation
|
Affiliate |
means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; |
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Agreement or Terms and Conditions Document |
means the main body of this Terms and Conditions of Service together with the Service Description Document as each may be amended from time to time in accordance with the terms contained herein; |
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Bribery Laws |
means the Bribery Act 2010 (BA 2010) and all Applicable Laws in connection with bribery or anti-corruption; |
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Business Day |
means a day other than a Saturday, Sunday or bank or public holiday in England; |
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Commencement Date |
means the date starting from the purchased package date as detailed in the Service Description Document. |
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Completion |
has the meaning given in clause 5, and Complete, Completed and similar expressions shall be construed accordingly; |
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Confidential Information |
has the meaning given to it in clause 17; |
|
Company |
means ApplyRight, a service provided by Whitecollars Consultancy Ltd, a company incorporated in England and Wales under number 11478911, whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU, providing career counselling and related services as specified in the Service Description Document. |
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Client |
means the Party which has agreed to purchase the Services from the Company and whose details are set out in the Service Description Document; |
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Client Materials |
means any material owned by the Client or its Affiliates relating to the Services (and any modifications to that material); |
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Data Protection Laws |
means, as binding on either party or the Services: (a) the GDPR; (b) the Data Protection Act 2018; (c) any laws which implement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; |
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Deliverables |
means the deliverables ancillary to the supply of the Services; |
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Fees |
means the fees of any of the Services determined under clause 8; |
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Good Industry Practice |
means the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or Company engaged in the same type of activity under the same or similar circumstances; |
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Intellectual Property Rights |
means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in Confidential Information, Know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, data exclusivity rights, approvals, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing; |
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Law |
means: (a)any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of; (b) the common law and laws of equity as applicable to the parties from time to time; (c) any binding court order, judgment or decree; (d) any applicable industry code, policy or standard; or (e) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business; |
|
Party |
means either the Company or the Client |
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Parties |
means both the Company and the Client |
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Services |
means the services listed in the Service Description Document together with the Deliverables; |
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Service Description Document |
means the Document attached to this Terms and Conditions Document which includes the description of the Services to be provided by the Company to the Client and details the engagement period starting from the purchased package date. |
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Specification |
means the description of the Services set out in the Service Description Document; |
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Company Personnel |
means all employees, officers, staff, other workers, agents and consultants of the Company, its Affiliates and any of their subcontractors who are engaged in the performance of the Services from time to time; |
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Term |
has the meaning given to it in clause 2; |
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VAT |
refers to value-added tax or any equivalent tax as defined by the relevant laws in the client’s country or applicable jurisdiction. |
1.2.1 a reference to a ‘party’ includes that Party’s personal representatives, successors and permitted assigns;
1.2.2 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.3 a reference to a gender includes each other gender;
1.2.4 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.5 words in the singular include the plural and vice versa;
1.2.6 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, Term, definition or description preceding those words;
1.2.7 the table of contents, background section and any clause, Schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and
1.2.8 without prejudice to the provisions of Schedule 1, a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement.
2 Commencement and Term
2.1 This Agreement commences once the Client accepts the terms and conditions and makes the payment on the website. It shall continue until the services are completed, as per the engagement period of the purchased package detailed on the website at www.applyright.net, unless terminated earlier in accordance with clause 18, clause 6, or clause 21 (the Term).
3 Client Obligations
3.1 During the Term, the Company agrees to supply, and the Client agrees to purchase, the Services on the terms set out in this Agreement and outlined on the website www.applyright.net.
3.2.1 provide the required information to the Company;
3.2.2 The Client shall respond to all communications and requests for information, documents, and materials from the Company within a maximum of fourteen (14) Business Days of the Company’s request. Failure to respond within this timeframe may entitle the Company to take actions outlined in Clause 6 of this Agreement, including the cancellation of services without refund.
3.2.3 perform its obligations in accordance with the terms of this Agreement;
3.2.4 pay the Fees in accordance with the provisions of clause 8 and clause 9;
3.2.5 cooperate with the Company in all matters arising under this Agreement or otherwise relating to the performance of the Services;
3.2.6 provide the Client Materials, and all other information, documents, materials, data or other items necessary for the provision of the Services, to the Company in a timely manner;
3.2.7 inform the Company in a timely manner of any matters which may affect the provision of the Services;
3.2.8 ensure that all materials or other items provided to the Company for the provision of the Services are not false, fraudulent and inaccurate; and
3.2.9 ensure that it does all that is reasonably needed and required to perform its obligations under this Agreement and assist the Company in performing his obligations under this Agreement.
4 Services.
4.1 The Company shall perform the Services in accordance with the Specifications contained in the Service Description.
4.2 The Company shall record all meetings with the Client for quality checks and reference purposes. The Client hereby consents to be recorded. Despite this consent, the Client has the right to opt out of being recorded within 24 hours of the meeting taking place. When the Client opts out, the Client hereby agrees that he shall not dispute the quality of the Service and will not be entitled to a refund.
4.3 CV & Cover Letter Writing Service:
4.3.1 The Company will professionally write and optimise the Client’s CV and cover letter to enhance their appeal to potential employers.
4.3.2 The Client must provide a current version of their CV and any necessary inputs and information required for the creation of the new CV and cover letter. The Client is responsible for providing accurate and complete information to ensure the quality of the final draft.
4.3.3 Failure to provide the current CV, any necessary inputs and information required within fourteen (14) Business Days of the request shall entitle the Company to cancel the service in line with clause 6.
4.3.4 The Client is entitled to revisions as specified in the purchased package. These revisions must be requested within the engagement period specified in the package, starting from the date of the initial delivery.
4.3.5 Revisions beyond the included rounds will be subject to additional charges as per the Company revision policy.
4.3.6 The initial drafts of the CV and cover letter will be delivered within five (5) Business Days from the date of receiving all necessary information from the Client.
4.3.7 The Client agrees to communicate promptly with the Company regarding any questions or clarifications needed during the CV and cover letter writing process.
4.3.8 The Company will follow industry standards and best practices for CV and cover letter formatting and styling.
4.3.9 The Client may request specific formatting or styling preferences, which the Company will endeavour to accommodate.
4.3.10 The final CV and cover letter will be deemed accepted by the Client if no feedback is provided within five (5) Business Days of the final delivery.
4.4 LinkedIn Optimisation Service:
4.4.1 The Company will enhance the Client’s LinkedIn profile to increase visibility and attractiveness to recruiters. This includes profile keyword optimisation, headline and summary enhancement.
4.4.2 The Client must provide access to their LinkedIn account, including login information if necessary, to allow the Company to make the required optimisations.
4.4.3 Failure to provide the necessary login information or any other required information within fourteen (14) Business Days of the request shall entitle the Company to cancel the service in line with clause 6.
4.4.4 If the Client does not wish to share login information, the Company will provide the optimisation recommendations in an external document for the Client to implement themselves. In this case, the service will be considered as delivered.
4.4.5 The Client is responsible for providing accurate and complete information needed for profile optimisation.
4.4.6 The Client is entitled to revisions as specified in the purchased package. These revisions must be requested within the engagement period specified in the package, starting from the date of the initial delivery.
4.4.7 Revisions beyond the included rounds will be subject to additional charges as per the Company revision policy.
4.4.8 The Client agrees to communicate promptly with the company regarding any questions or clarifications needed during the LinkedIn profile optimisation.
4.4.9 The initial drafts of the LinkedIn will be delivered within five (5) Business Days from the date of receiving all necessary information from the Client.
4.4.10 The Company will follow industry standards and best practices for LinkedIn profile formatting and styling.
4.4.11 The Client may request specific formatting or styling preferences, which the Company will endeavour to accommodate.
4.4.12 The final LinkedIn profile will be deemed accepted by the Client if no feedback is provided within five (5) Business Days of the final delivery.
4.5 Job Application Service:
4.5.1 The Company will conduct a comprehensive job search and apply for vacancies that match the Client’s preferences and qualifications.
4.5.2 The service includes a comprehensive job application process conducted throughout the engagement period specified in the purchased package. The number of applications will depend on the availability of relevant opportunities in the job market during the engagement period.[1]
4.5.3 The job application service is subject to the availability of suitable opportunities matching the Client’s preferences and qualifications, as well as the dynamic nature of the job market. The Company is not obligated to submit a specific number of job applications within the engagement period if there are limited suitable job opportunities. However, the Company will use its best efforts to identify and apply for all possible and relevant positions during the engagement period.[2]
4.5.4 The Client must provide a detailed profile, including their job preferences, qualifications, experience, and any other relevant information required for the job search.
4.5.5 Failure to provide a detailed profile, including their job preferences, qualifications, experience, and any other relevant information required for the job search within fourteen (14) Business Days of the request shall entitle the Company to cancel the service in line with clause 6.
4.5.6 The Client must respond promptly to any requests for additional information or clarification needed by the Company to effectively perform the job application service.
4.5.7 The Client will gain access to a dashboard upon purchasing the Job Application Service package. This dashboard provides real-time updates and detailed insights into the job applications managed by the Company on behalf of the Client. The information available includes job details job title, company, location, description, date of application, job post link, and application status (e.g., “Application Submitted,”
4.5.8 The Client may request revisions to the job application strategy or target job roles within the engagement period of the purchased package.
4.5.9 Any additional revisions beyond the engagement period of the purchased package will be subject to additional charges as per the Company revision policy.
4.5.10 The Company does not guarantee job interviews or job placements as a result of the job application service.
4.6 Interview Preparation Service:
4.6.1 The Company will conduct mock interview session/s to help the Client identify strengths and areas for improvement, providing constructive feedback and coaching to enhance interview performance.
4.6.2 The number of mock interview sessions provided is linked to the purchased package. If the Client wishes to increase the number of sessions, it will be subject to additional charges as per the Company revision policy.
4.6.3 The mock interview session will take approximately 30-45 minutes.
4.6.4 The Client must provide accurate and complete information about the job roles they are preparing for, including job descriptions and any specific areas of concern or focus.
4.6.5 Failure to provide accurate and complete information about the job roles they are preparing for, including job descriptions and any specific areas of concern or focus. within fourteen (14) Business Days of the request shall entitle the Company to cancel the service in line with clause 6.
4.6.6 Mock interview sessions will be scheduled within five (5) Business Days from the date of receiving all necessary information from the Client.
4.6.7 The Client must provide their available time slots for the mock interview sessions within five (5) Business Days of purchasing the service. This allows the Company to schedule the sessions effectively.
4.6.8 The Company will confirm the scheduled interview times within two (2) Business Days of receiving the Client’s available time slots.
4.6.9 If the Client needs to reschedule a confirmed mock interview session, they must notify the Company at least 24 hours in advance. Failure to do so may result in forfeiture of that session, and rescheduling will be subject to availability.
4.6.10 The Company will make reasonable efforts to accommodate the Client’s preferred dates and times for mock interview sessions within the scope of the purchased package.
4.6.11 Feedback and constructive advice will be provided within two (2) Business Days following each mock interview session.
4.7.1 The Company will provide one-on-one career coaching session/s to help the Client navigate their career journey with clarity and confidence, offering personalised guidance and support.
4.7.2 The number of career coaching sessions provided is linked to the purchased package. If the Client wishes to increase the number of sessions, it will be subject to additional charges as per the Company revision policy.
4.7.3 The career coaching session will take approximately 45-60 minutes.
4.7.4 The Client must provide accurate and complete information about their career goals, current job situation, and any specific areas of concern or focus.
4.7.5 Failure to provide information about their career goals, current job situation, and any specific areas of concern or focus within fourteen (14) Business Days of the request shall entitle the Company to cancel the service in line with clause 6.
4.7.6 Coaching sessions will be scheduled within five (5) Business Days from the date of receiving all necessary information from the Client.
4.7.7 The Client must provide their available time slots for the mock interview sessions within five (5) Business Days of purchasing the service. This allows the Company to schedule the career coaching sessions effectively.
4.7.8 The Company will confirm the scheduled career coaching session times within two (2) Business Days of receiving the Client’s available time slots.
4.7.9 If the Client needs to reschedule a confirmed career coaching session, they must notify the Company at least 24 hours in advance. Failure to do so may result in forfeiture of that session, and rescheduling will be subject to availability.
4.7.10 The Company will make reasonable efforts to accommodate the Client’s preferred dates and times for coaching sessions.
4.7.11 Any follow-up materials or action plans will be provided within two (2) Business Days following each coaching session.
4.8 The content of the Service is as stated in the Service Description Document, any requirement from the Client that exceeds the stated content shall be at the payment of a fee to be agreed by the Parties.
4.9 When the Services include applications for jobs on behalf of the Client, the Client hereby expressly gives the Company the authority to act as their agent, for the purpose of job application, and to do all that is legally needed and required to submit job applications.
4.10 The Services are fixed to the Term as contained in the Service Description Document. Failure of the Client to respond does not affect the stipulated Term except to the extent of the rights of the Company under clause 6
4.11 The Provision of the service shall be during Business Days unless otherwise stated in the Service Description Document, the Company has no obligation to provide Services during weekends.
4.12 The Company shall perform the services with all reasonable skill, care and diligence.
4.13 The Company does not warrant or represent that the Services will be free from errors.
4.14 The parties acknowledge and agree that:
4.14.1 this Agreement relates to Services of career counselling where the Company cannot guarantee that the Client will secure interviews from prospective employers or that the Client will get employed;
4.14.2 the Services and Deliverables are provided ‘as is’ and without any express or implied warranties, representations or undertakings.
4.14.3 agrees that Services are uncertain and that despite the strides and efforts of the Company, the Company might not be able to secure an interview or get the Client employed. The Client hereby agrees that the Company would not be held liable or asked to indemnify the Client for failure to achieve projected results as long as such failure is not due to the negligence of the Company or failure of the Company to follow Good Industry Practice.
5 Delivery and Completion.
5.1 At the receipt of payment, the Company shall deliver all deliverables, where applicable to the Client.
5.2 The Services shall be deemed to have been completed in full and in accordance with the terms of this Agreement (Completion) upon delivery of the Services.
5.3 The Company shall not be liable for any delay or failure in Completion caused by:
5.3.1 the Client’s failure to make the Client Materials or requested information available to the Company in a timely manner;
5.3.2 the Client’s failure to provide the Company with adequate instructions for the performance of the Services;
5.3.3 the Client’s failure to comply with the provisions of clause 3.2;
5.3.4 the Client’s failure to supply the Client Materials in a timely manner; or
5.3.5 Force Majeure.
6 Cancellation and Refund.
6.1 Non-Refundable Fees: Non-Refundable Fees: Fees for the Services are generally non-refundable. By purchasing the Services, the Client hereby agrees that the Service will begin immediately and is not subject to a cooling-off period. For the avoidance of doubt, the Fees are non-refundable once payment has been made and the service terms have been accepted online.
6.2 Non-Responsiveness If the Company is prevented or delayed in performing the Services due to non-responsiveness from the Client to correspondence within fourteen (14) Business Days of the request, the Company may terminate the Agreement. Non-responsiveness includes, but is not limited to:
(a) Failure to respond to requests for information or clarification,
(b) Failure to provide necessary documents within the agreed timeframe,
(c) Repeated failure to attend scheduled meetings or calls after multiple attempts to reschedule.
In such cases, the Client shall not be entitled to a refund.
6.3 Non-Cooperation: If the Company determines that the Client is responding but not adequately cooperating, including but not limited to:
(a) Failure to provide accurate and complete information as requested;
(b) Consistently missing deadlines for submitting required documents;
(c) Refusal to engage in scheduled calls or meetings after multiple attempts to reschedule;
(d) Disregarding agreed-upon strategies or advice without reasonable explanation;
the Company may terminate this Agreement. In such cases, the Client shall not be entitled to a refund.
6.4 Lack of Cooperation: The Parties hereby agree that if the Company determines that the Client is responding but not cooperating and working with the Company to ensure the performance of the Services, the Company may terminate this Agreement. In such cases, the Client shall not be entitled to a refund.
6.5 Right to Terminate: The Company reserves the right to terminate the Agreement at its sole discretion. In such cases, the Company may refund the amount paid by the Client. The decision to terminate and provide a refund will be made on a case-by-case basis by the Company.
6.6 Exceptional Refund Cases: Refunds may be granted at the Company’s sole discretion and only in exceptional cases. Exceptional cases may include, but are not limited to:
(a) Proven errors in service delivery,
(b) Failure to meet agreed-upon specifications,
(c) Services not rendered due to unforeseen circumstances,
(d) Any other circumstances deemed valid at the Company’s sole discretion.
Clients seeking a refund under exceptional circumstances must submit a written request detailing the reasons for their refund request. The Company will review and consider each request on its merits.
6.7 Other Refund Cases: To enhance customer satisfaction, the Company may consider partial refunds in situations where significant progress has been made on the Services, but not completed due to unforeseen circumstances. The amount refunded will be proportional to the work completed and at the Company’s discretion.
Refunds may be granted at the Company’s sole discretion and only in exceptional cases. Exceptional cases may include, but are not limited to:
● Proven errors in service delivery,
● Failure to meet agreed-upon specifications,
● Services not rendered due to unforeseen circumstances,
● Any other circumstances deemed valid at the Company’s sole discretion.
Clients seeking a refund under exceptional circumstances must submit a written request detailing the reasons for their refund request. The Company will review and consider each request on its merits.
7 Warranty
7.1.1 The Client warrants that:
(a) it has the right, power and authority to enter into this Agreement and grant to the Company the rights (if any) contemplated in this Agreement; and
(b) the Client Materials and all other information, documents, materials, data or other items provided by the Client pursuant to this Agreement are not false, fraudulently obtained and do not infringe the Intellectual Property Rights of any third party.
7.1.2 The Company warrants that the Services shall be performed :
(a) in accordance with Good Industry Practice;
(b) by suitably qualified and competent Personnel who shall exercise all reasonable skill and care and all due diligence in the execution thereof;
(c) so as to conform with all statutory requirements and applicable regulations relating to the provision of the Services.
7.1.3 The Company shall not be liable for any failure of the Services or the Deliverables to comply with the provisions of clause 7.1.2 where the same arises directly or indirectly and whether in whole or in part as a result of:
(a) a breach by the Client of any of its obligations under this Agreement;
(b) an event of Force Majeure;
(c) specification or requirement of the Client; or
(d) use of the Client Materials.
7.1.4 Except as set out in clause 7, the Company gives no warranty and makes no representations in relation to the Services.
8 Fees
8.1 The Fees payable by the Client in respect of the Services are set out in the Service Description Document and detailed on the website price plans at www.applyright.net;
8.2 All amounts due under this Agreement are inclusive of VAT, sales or other tax applicable which shall be paid in addition by the Client at the rate and in the manner for the time being prescribed by law.
8.3 The Client shall pay any applicable VAT (or equivalent sales tax) to the Company on receipt of a valid VAT invoice.
9 Payment and Invoicing
9.1 The Company shall issue its invoice for the Fees on the date of signing this Agreement or in cases where the Client requests additional services, on the date of commencing such additional services as agreed by the Parties.
9.2 The Client shall pay all invoices:
9.2.1 In full, using cleared funds at the time of purchase on the website; and
9.2.2 Through the payment method or channel nominated by the Company and as detailed on the website www.applyright.net.
9.3 The Company is not under any obligation to commence the Services before receiving the full cleared Fees.
10 Working With Partners and Contractors
10.1 The Company may engage subcontractors, consultants, or other third parties (“Partners”) to perform certain obligations or provide specific services under this Agreement. The Company shall remain fully responsible for the performance of its Partners and ensure that they comply with the terms and conditions of this Agreement.
10.2 Any agreements or contracts entered into between the Company and its Partners shall not create any rights, obligations, or liabilities between the Client and such Partners. The Client shall have no direct relationship or privity of contract with the Partners, and any disputes or issues arising from the services provided by the Partners shall be resolved solely between the Company and the Partners.
10.3 The Company shall ensure that all agreements or contracts with its Partners include provisions that protect the Company’s confidentiality, intellectual property rights, and any other relevant provisions necessary to safeguard the Client’s interests.
10.4 The Client acknowledges and agrees that the Company’s engagement of Partners does not relieve the Company of its obligations and responsibilities under this Agreement. The Company shall remain fully liable for the acts, omissions, and performance of its Partners in relation to the services provided under this Agreement.
11 Non-solicitation.
11.1 In order to protect the legitimate business interests of each party, during the Term and for a period of one year thereafter (Restricted Period) the Client shall, either directly or indirectly, by or through itself, its Affiliate, its agent or otherwise, or in conjunction with its Affiliate, its agent or otherwise, whether for its own benefit or for the benefit of any other person:
11.1.1 solicit, entice or induce, or endeavour to solicit, entice or induce, any employee, contractor or supplier of the other Company (Restricted Person) with a view to employing or engaging the Restricted Person, or
11.1.2 employ or engage, or offer to employ or engage a Restricted Person of the other party, without the prior written consent of the other Company.
12 Anti-Corruption and Anti-Bribery
12.1 Each Party undertakes that in fulfilling the terms of this Agreement, he will not engage in any activity, practise or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010. Breach of any of the undertakings in this clause shall be deemed to be a material breach of the Agreement.
12.2 The undertakings in Clause 12.1 are given by each Party to each other Party and apply to actions carried out by each Party in any capacity and whether directly or indirectly, on the Party’s own behalf, on behalf of any other person or jointly with any other person
13 Intellectual Property Rights
13.1 Upon the payment of Fees, the Company grants to the Client an express, non-exclusive, non-assignable, and non-sublicensable right and license under the Company’s intellectual property to use any materials produced by the Company specifically for the Client. This license is limited to personal and non-commercial uses by the Client.
13.2 Except as expressly agreed above in clause 12.1, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
14 Processing of Personal Data
14.1 The Company will comply with their respective obligations under the General Data Protection Regulation (GDPR) and the Data Protection Act 2018, or other applicable data protection legislation.
15 Indemnity
15.1 Each party shall indemnify, keep indemnified, and hold harmless the other party from and against any and all liabilities, claims, fines, demands, damages, losses, or expenses (including legal and other professional advisers’ fees and disbursements), interest, and penalties incurred by the indemnified party as a result of or in connection with any action, demand, or claim that the proper use or possession of any materials provided by the indemnifying party infringes the Intellectual Property Rights of any third party.
16 Confidential Information
16.1 The provision of the Services herein is confidential. All work undertaken by the Company for the Client will be for the private and confidential use of the Client only and should not be reproduced in whole or in part or relied upon by third parties for any use whatsoever, without the express written authority of the Company.
16.2 Each Party (‘Receiving Party’) will keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party will only use the confidential information of the Supplying Party for the purpose and for performing the Receiving Party’s obligations under this Agreement. The Receiving Party will inform its officers, employees, and agents of the Receiving Party’s obligations under the provisions of this clause and ensure that the Receiving Party’s officers, employees, and agents meet those obligations.
16.3 The obligations set out in this clause will not apply to any information that:
16.3.1 was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
16.3.2 is, or becomes, publicly available through no fault of the Receiving Party;
16.3.3 is provided to the Receiving Party without restriction on disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure;
16.3.4 was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, use, or knowledge of the confidential information supplied by the Supplying Party; or
16.3.5 is required to be disclosed by order of a court of competent jurisdiction.
16.4 This clause shall remain in force in perpetuity.
16.5 Data Protection Compliance: To the extent any Confidential Information also constitutes Protected Data (as defined in Clause 14 – Data Protection), such Confidential Information shall be handled in strict compliance with all applicable data protection laws, including but not limited to the GDPR. The processing of Confidential Information that includes Protected Data must adhere to the provisions set forth in Clause 14. In the event of any conflict between this clause and Clause 14, the provisions of Clause 14 shall prevail to ensure full compliance with data protection laws.
17 Dispute Resolution Process
17.1 In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (a ‘Dispute’), the parties agree to first attempt to resolve the Dispute through good-faith negotiations. Such negotiations shall begin upon written notice of the Dispute by one party to the other.
17.2 If the Dispute has not been resolved within thirty (30) days of the commencement of negotiations, the parties agree to submit the Dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in London, UK, under its Mediation Rules. The parties agree to participate in the mediation in good faith and share its costs equally.
17.3 If the Dispute is not resolved within sixty (60) days after it is submitted to mediation, either party may initiate binding arbitration. The arbitration shall be conducted in Dubai, UAE, in accordance with the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), which are deemed to be incorporated by reference into this clause. The arbitration shall be conducted by a sole arbitrator, the language of the arbitration shall be English, and the award shall be final and binding on both parties.
17.4 Notwithstanding the foregoing, each party retains the right to seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights.
17.5 The parties agree that any judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party 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.
17.6 Any Dispute must be brought by the claimant within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to the Dispute, failing which the claim shall be permanently barred.
17.7 All negotiations, mediation, arbitration, and any related documents or information disclosed during the dispute resolution process shall be treated as confidential, except as may be required by law or to enforce or challenge an arbitration award.
18 Termination
18.1 The Agreement shall automatically terminate at the expiration of the Term.
18.2 The Company may terminate this Agreement at any time by giving a two (2) day notice in writing in the exercise of its rights under clause 6.
18.3 On termination of this Agreement for any reason:
18.3.1 the Client shall immediately pay all outstanding invoices, if any, to the Company;
18.3.2 The Company shall promptly invoice the Client for any additional Services performed and Deliverables supplied but not yet invoiced, and payment for such invoices shall be due immediately upon receipt by the Client;
18.3.3 The accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.
18.4 Termination or expiry of this Contract for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination or expiry.
19 Entire Agreement
19.1 The parties agree that this Agreement and any documents entered into pursuant to it constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
19.2 Each party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or any documents entered into pursuant to it, except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
19.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.
20 Notices
20.1 Any notice or other communication given by a party under this Agreement shall be:
20.1.1 in writing and in English;
20.1.2 signed by, or on behalf of, the party giving it (except for notices sent by email); and
20.1.3 Sent to the relevant party at the mutually agreed-upon email address.
20.2 Notices may be given, and are deemed received:
20.2.1 By email: one Business Day after sending to the correct address info@applyright.net;
20.2.2 by hand: on receipt of a signature at the time of delivery;
20.2.3 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
20.2.4 by Royal Mail International Tracked & Signed OR Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting.
20.3 Notices and other communications shall be sent to the contact information provided during the purchase process or as updated and mutually agreed upon by both parties.
20.4 Any change to the contact details provided during the purchase process shall be notified to the other party via email and shall be effective from the date of acknowledgement of receipt by the receiving party, or two (2) Business Days after the notice is deemed to be received, whichever is earlier.
20.5 All references to time are to the local time at the place of deemed receipt.
20.6 For the nature of e-commerce, email communication is prioritised. This clause does not apply to notices given in legal proceedings.
21 Force Majeure
21.1 Neither Party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophes, pandemics, fire, storm, flood, earthquakes, accidents, and prolonged shortage of energy. In the event of such delay, the date of delivery or time for completion will be extended by a period of time reasonably necessary by both the Client and the Company. If the delay remains in effect for a period in excess of thirty (30) days, either Party may terminate this Agreement immediately upon written notice to the other Party. In such cases:
21.1.1 The Company shall refund any fees paid for services that have not yet been rendered as of the date of termination.
21.1.2 For services already rendered prior to termination, the Company will retain fees proportional to the work completed up to the point of termination, and any remaining fees for unrendered services will be refunded to the Client.
21.1.3 In cases where significant progress has been made but not completed, the Parties may agree on a partial refund or credit based on the extent of the services rendered.
22 Further Assurance
22.1 Each party shall at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.
23 Variation
23.1 No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
24 Assignment.
24.1 The Company may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, provided that it gives prior written notice to the Client.
24.2 The Client shall not assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, in whole or in part, without the Company’s prior written consent.
25.1 The parties are independent persons and are not partners, principals agents or employers and employees, the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
26.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
26.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree on the terms of a mutually acceptable alternative provision.
27.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
28.1 The Parties shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Agreement.
29.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:
29.1.1 the terms and conditions in the main body of this Agreement and;
29.1.2 the Service Description Document and the other Schedules
29.2 Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
30 Third Party Rights
30.1 Except as expressly provided for in clause 30.2, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
30.2 The Affiliates of the Company shall have the right to enforce the provisions of this Agreement.
31 Governing Law and Jurisdiction
31.1 This Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
31.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).
31.3 For international clients, while the default jurisdiction shall be the courts of England and Wales, the Parties may mutually agree in writing to submit disputes to the jurisdiction of another country or region, provided this agreement is reached before any dispute arises.