Terms and Conditions

These Terms and Conditions apply to all services purchased from VIRTUAL BLUE BIRD (“Service Provider”).

DEFINITIONS

"The Services” mean the services to be provided by the Service Provider to the Customer;

"The Fees” mean the fees payable for the Services;

“Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for.

“The Employee” means employees of the Customer or of the Service Provider, as well as employees of the third parties, which have been used by either Party in order to implement its obligation.

SERVICES

The Service Provider will provide the Services to the Customer based on their prior agreement. If either the Service Provider or the Customer suggest any change to the Services during the period of the agreement this change must be mutually agreed and recorded in writing before it can take effect. If the Customer should suggest any change to the Services the Service Provider will be entitled to charge the Customer at standard rates for the investigation and implementation of such a change.

INTELLECTUAL PROPERTY

Any products, materials or methodologies used by the Customer in carrying out the obligations contained in any agreement are for the use of the Service Provider only and remain the property of the Customer. The Service Provider must not divulge the Intellectual Property Rights of the Customer or use them for any purpose other than accessing the Services agreed upon.

Any Intellectual Property Rights which the Service Provider generates or supplies throughout the duration of the contract exclusively belongs to the Customer. Any Intellectual Property Rights belonging to the Service Provider that become known to or require to be used by the Customer to enable them to perform their obligations remain the property of the Service Provider and must not be divulged to a third party.

FEES AND PAYMENT

The Fees payable for the Services will be stated in the agreement between the Service Provider and the Customer. The Fees are exclusive of VAT, which if payable shall be paid by the Customer. The Service Provider must give thirty (30) days’ notice to the Customer for any change to Fees. All Fees are due for payment within 7 days from the invoice date.

INDEMNITY

The Customer agrees to indemnify and hold the Service Provider and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against the Service Provider arising out of any breach by the Customer of the mutual agreements.

LIMITATION OF LIABILITY

In no event shall the Service Provider be liable for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any other indirect or consequential loss or damage whatsoever that is an indirect or secondary consequence of any act or omission of the Customer whether such damages were reasonably foreseeable or actually foreseen.

DISTRIBUTION OF INFORMATION TO THE 3RD PARTIES

The Service Provider has the right to distribute all of the necessary information to the 3rd party, as long as the 3rd party and the information supplied is agreed with the Customer in advance.

Data sourced and provided by the Customer remains the property of the Customer at all times. The Customer can request their data to be returned at any point in time. Data sourced and provided by the Service Provider remains the property of the Service Provider. The Customer can not use this data for any other purposes or pass it on to any 3rd Parties.

GOVERNING LAW AND JURISDICTION

Any agreement between the Service Provider and the Customer shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.