Terms and conditions for Whoosh Affiliate Program
Last Modified: 02.06.2022
PLEASE READ THESE TERMS AND CONDITIONS FOR AFFILIATE PROGRAM CAREFULLY.
The following Terms and Conditions (“T&Cs”) are made and entered into by and between Banuba Limited, a legal entity created and existing under the laws of Hong Kong, having its registered address at: Office A, 16/F Heng Shan Centre 145 Queen’s Road East, Wan Chai, Hong Kong, China (the “Banuba”) and you (the “Affiliate”) according to the terms and conditions as set out below.
By accepting these T&Cs the Affiliate confirms that he has necessary rights and powers to represent legal entity, on which behalf he makes the request, and that he bears full responsibility for such acceptance and its consequences. The following T&Cs as well as provisions of any executed IO shall be binding upon the Banuba and Affiliate.
The text of these T&Cs hereof may be changed or amended at any time and that latest version shall be considered to be the only valid. For the sake of clarity, you will be bind by the T&Cs being in the effect when you accept it.
- 1. AGREED TERMS AND INTERPRETATION
- 1.1 The definitions and rules of interpretation in this clause apply in these T&Cs:
“Action” means a User’s operation/combination of operations specified in the IO.
“Advertising Services” means distribution of the Advertising Materials over the Internet using various online delivery methods with the purpose of bringing the Product to the attention of potential customers of Banuba.
“Advertising Materials” means graphical banners, video, hypertext links (or other links) provided by Banuba to Affiliate via email with the purpose to promote the Product on the market.
“Affiliate” means the provider of the Advertising Services accepted by Banuba on Affiliate’s Application Form reviewing.
“Affiliate Fee” means fees payable to an Affiliate by Banuba for Advertising Services, calculated under the Billing Model and in accordance with these T&Cs and respective IOs.
“Affiliate Program” means the program developed by Banuba intended for cooperation with the Affiliate regarding provision of Advertising services through the Platform based on respective T&Cs.
“Affiliate’s Application Form” means a special form that Affiliate fills in for providing Advertising Services under the Affiliate Program.
“Affiliate’s traffic source” means websites, webpages, portals, social network profiles, groups, public groups, Youtube- and other video hosting service channels, as well as other media which can be from time to time approved by Banuba in writing via email, exclusively and solely controlled and operated by the Affiliate, where the Advertising Materials are displayed by the Affiliate under these T&C.
“Billing Model” means a mechanism for calculating the Affiliate Fee payable to the Affiliate for Advertising Services (cost per click [CPC], cost per installation [CPI], cost per event [CPE], cost per action [CPA], cost per thousand impressions [CPM]), Flat Fee, Revenue Share etc.)
“Country” means a country of distribution of Advertising Materials which is specified in the respective IO.
“CPA” means a Billing model, where Banuba pays for each specified Action.
“CPC” means a Billing model, where Banuba pays for each click of Users on a link contained in the Advertising Materials.
“CPE” means a Billing model, where Banuba pays for each event made by the User in the Product defined by Banuba and reported to the Affiliate.
“CPM” means a Billing Model, where Banuba pays for each 1,000 (thousand) impressions of Advertising Materials.
“Deliverable” means a click (CPC), event (CPE), thousand impressions of Advertising Materials (CPM) or User’s Action (CPA), User Spend which serves as a basis for calculation and payment of the Affiliate Fee.
“Flat Fee” means a Billing Model, where Banuba pays a fixed amount of Affiliate Fee for the whole volume of the Advertising Services provided under a particular IO per Reported period or during the whole period when the IO is effective.
“Forbidden Traffic” means the Deliverables specified in these T&Cs which are not subject to payment by Banuba.
“Insertion order or IO” means a written document between Banuba and Affiliate, under which Affiliate undertakes to provide certain Advertising Services to Banuba while Banuba obliges to pay a certain Affiliate Fee to the Affiliate based on the terms agreed within such a document together with these T&Cs constituting an integral part of the agreement between the Parties regarding Advertising Services.
“Platform” means the software used by the Parties in order to perform its duties under Affiliate Program in accordance with the T&Cs.
“Product” means the software developed and owned by Banuba and specified in the respective IO on the Platform or through email to the Affiliate.
“Reported period” means each calendar month, for instance, period March 1st till March 31st.
“Revenue Share” means a Billing Model, where Banuba pays the Affiliate Fee equal to a certain percentage of the User Spend (as defined below) for a certain period, defined in the respective IO.
“User” means a visitor of Affiliate’s traffic source where the Advertising Materials are displayed.
“User Spend“ means purchase of subscription made by the Users using the link contained in the Advertising Materials and minus the refunds, returns, exchanges or chargebacks demanded by these Users within the Product, or charges relating to their fraudulent or illegal activity.
- 2. AFFILIATE’S APPLICATION
- 2.1 In order to become an Affiliate under Affiliate Program to provide Advertising Services, a potential Affiliate shall first submit an Affiliate’s Application Form available at Banuba’s website: https://whooshcall.com/programs/affiliate-program or https://whooshcall.com/programs/partner-program. By submitting the Affiliate’s Application Form, a potential Affiliate provides Banuba with acceptance of these T&Cs.
- 2.2 Upon Banuba reviewing Affiliate’s Application Form, Banuba notifies a potential Affiliate of acceptance or rejection of Affiliate’s Application Form, generally within three (3) business days since the Application Form is submitted to Banuba. Banuba reserves the right to accept Affiliate’s Application Form only if the additional information requested by Banuba via email will be provided by the Affiliate.
- 2.3 Banuba may accept or reject Affiliate’s Application Form at its sole discretion for any reason, including without limitations due to the following circumstances revealed relating to the Affiliate’s traffic source, whereby such Affiliate’s traffic source:
- 2.3.1 infringes or might infringe Banuba or third parties’ rights including but not limited to intellectual property rights;
- 2.3.2 contains obscene, erotic, pornographic or other explicit content;
- 2.3.3 encourages, describes or promotes consumption of illegal drugs;
- 2.3.4 contains hate, violence, discriminatory, racist or offensive content;
- 2.3.5 promotes illegal activities or otherwise violates any applicable laws;
- 2.3.6 contains any malware, fraudulent or deceptive code;
- 2.3.7 uses misleading or fraudulent means to motivate User to click (CPC), make an event (CPE) or take an Action (CPA) or to achieve a thousand impressions of Advertising Materials (CPM);
- 2.3.8 includes Banuba and/or its licensors’ registered trademarks in its domain name or title;
- 2.3.9 includes other inappropriate elements that are determined as inappropriate at Banuba’s sole discretion;
- 2.3.10 does not belong to the Affiliate or does not exist at all;
- 2.3.11 operates less than one month by the date of submitting Affiliate’s Application Form;
- 2.3.12 is not directed by a second-level or third-level domain;
- 2.3.13 has daily traffic less than 400 unique Users (new Users) per day on his website;
- 2.3.14 has more than 60% of space covered by advertisements simultaneously;
- 2.3.15 is hosted free of charge;
- 2.3.16 participates in any traffic exchange platforms, system of automatic website promotion (CAP) and other services of false click and events generation;
- 2.3.17 requires User’s payment for impression and/or redirection through advertisements on Affiliate’s traffic source (banners. links, etc.);
- 2.3.18 is domain parking.
- 2.4 Upon accepting Affiliate’s Application Form, Affiliate is issued a unique username and password to access its account on Platform (“Affiliate’s account”), neither of which may be used by any person other than the Affiliate. Affiliate agrees to treat the username and password confidential and not to disclose them to third parties. Affiliate is fully liable for any leaking or disclosure of such password and username that will be considered as a material breach of this Agreement. In this case Affiliate shall notify Banuba about such leaking or disclosure within a day when such leaking or disclosure was identified by the Affiliate.
- 2.5 Affiliate undertakes not to access and not to try to gain access to the accounts created under Affiliate Program for other Affiliates. This will be considered as a material breach of this Agreement.
- 2.6 Banuba is not liable for any disclosure of Affiliate’s information caused by failures in operation of third parties’ services, programs (including, but not limited to the Platform), etc. and/or any losses and damages caused thereby.
- 2.7 Affiliate agrees to verify and update from time to time all its details entered by the Affiliate in the Affiliate’s Application Form or in Affiliate’s account to keep them up-to-date. Affiliate is fully liable for accuracy and correctness of such details and shall bear any charges that may be caused by Affiliate’s failure to comply with this provision.
- 2.8 Affiliate undertakes not to generate Forbidden traffic that includes Deliverables including but not limited to the following:
- 2.8.1 Deliverables which are not preceded by an intended active action of a User at the Affiliate’s traffic source upon seeing the Advertising Material,
- 2.8.2 Deliverables which were collected through use of the following methods or sources (the “Restricted Methods and Sources”):
- 18.104.22.168 search engines (Google Adwords, Yahoo! Search Marketing, Microsoft adCenter etc.);
- 22.214.171.124 paid social traffic unless otherwise is expressly agreed by Banuba;
- 126.96.36.199 redirects without User’s confirmation;
- 188.8.131.52 doorways without intermediate page;
- 184.108.40.206 substituted SERP;
- 220.127.116.11 spam (e-mail, web, IM etc.);
- 18.104.22.168 misleading ads or creatives;
- 22.214.171.124 pop-ups or pop-unders (unless otherwise is expressly agreed by Banuba);
- 126.96.36.199 automatic openings function, spiders, robots, requests in email or chat rooms, script generators, links placed on websites other than Affiliate’s traffic source stipulated in Affiliate’s Application Form as well as equivalent techniques and technical means solely used by the Affiliate to unlawfully maximize its Affiliate Fee;
- 188.8.131.52 invalid traffic: General invalid traffic (GIVT) bot and Sophisticated invalid traffic (SIVT) bot;
- 184.108.40.206 cookie stuffing;
- 220.127.116.11 domain spoofing;
- 18.104.22.168 data center traffic;
- 22.214.171.124 click spam;
- 126.96.36.199 click injection;
- 188.8.131.52 SDK spoofing;
- 184.108.40.206 fake device ID’s;
- 220.127.116.11 malicious software;
- 18.104.22.168 malicious browser extensions;
- 22.214.171.124 sources blacklisted by Banuba as notified to the Affiliate from time to time.
- 2.9 Banuba may state in the IO that one of the above restrictions does not apply to such IO. In the latter case, the IO shall prevail and such restriction shall not apply.
- 2.10 Affiliate undertakes not to use Restricted Methods and Sources (as defined above) in provision of Advertising Services under any of the Billing Models.
- 3. ADVERTISING SERVICES
- 3.1 Affiliate is offered to accept an IO that contains all material terms of Advertising Services. If Banuba approves Affiliate’s acceptance of IO, Advertising Materials become available to the Affiliate to provide Advertising Services in accordance with these T&Cs and the respective IO.
- 3.2 Banuba reserves the right to cease approving Affiliate’s acceptance of an IO to provide Advertising Services at any time at its own discretion.
- 3.3 The report for the Reported period is generated by Banuba each month and contains the total number of Deliverables that took place during the Reported period (for CPC, CPM, CPE or CPA Billing models) or the Affiliate Fee payable for the Reporting Period (for Flat Fee Billing Model) or the number of the Users who purchased subscription and the Affiliate Fee payable for the Reporting Period (for the Revenue Share Billing Model). Within 20 days since the end of the Reported period Banuba reviews this report to exclude those Deliverables that are deemed to be Forbidden Traffic and make other adjustments solely as provided for herein. Banuba will make report available to the Affiliate via email or any other source chosen by the parties and confirmed in written by email.
- 3.4 For the purposes of the present T&Cs and each IO, сlicks (CPC), impressions of Advertising Materials (CPM), events (CPE) or actions (CPA) taking place at a source or achieved using a method included into Forbidden Traffic shall not be considered a Deliverable, may not form a combination considered a Deliverable and, therefore, shall be not be paid for.
- 3.5 If the Affiliate uses any Restricted Methods and Sources in provision of Advertising Services under any of the Billing Models Banuba shall be entitled to reduce the Affiliate Fee Fee pro rata to the extent the use of the Restricted Methods and Sources – as estimated by Banuba – contributed to the volume of the Advertising Services provided.
- 4. ADVERTISING MATERIALS
- 4.1 Banuba will make Advertising Materials relating to a particular IO available to the Affiliate for usage as specified herein via email or any other source chosen by the parties and confirmed in written by email. The types of Advertising Materials to be used by the Affiliate shall be discussed by the Parties on a case by case basis.
- 4.2 Affiliate is not entitled to modify, adapt, copy, re-design, disassemble, adjust, localize, or in any other way change the Advertising Materials as well as create new advertising materials using any materials, text, links, wording, etc. provided by Banuba under the IO without prior expressed written approval of Banuba.
- 4.3 The Parties acknowledge and agree that Banuba retains all rights, title and interest in and to its Advertising Materials, objects, patents, copyrights, trade secrets, trademarks, service marks, arts and trade names worldwide, and all modifications and enhancements thereto, in whichever combination those are contained in the Advertising Materials, including those materials created by the Affiliate under this Agreement (the “Affiliate’s materials”), to the Product and to any other materials provided to the Affiliate by Banuba under the present IO for the performance of Advertising Services. The Advertising Materials may not be used by Affiliate or third party for any purpose other than the IO or these T&Cs indicate.
- 4.4 Affiliate shall arrange the Advertising Materials on its website in a respectful manner. Neither the location of the Advertising Materials, nor timing, or method of its presentation or any specific circumstances whereby Advertising Materials appear to viewers should damage the reputation of Banuba generally or Product in particular.
- 4.5 Affiliate’s materials can be used in the performance of the Advertising Services only after express approval of each such material by Banuba via e-mail.
- 4.6 If Affiliate has any rights to the Affiliate’s materials that cannot be assigned to Banuba, Affiliate hereby unconditionally and irrevocably assigns the enforcement of such rights to Banuba and grants Banuba, its affiliates, subcontractors, agents and assignees, an exclusive (even as to the Affiliate), irrevocable, perpetual, worldwide, fully paid up, royalty-free license to (with the right to sublicense) such Affiliate’s materials.
- 5. TERMS OF PAYMENT
- 5.1 Banuba shall pay Affiliate Fee for the provided Advertising Services based on the reports stipulated in para 3.3 hereof. If CPC, CPA, CPE, or CPM Billing Models are used the Affiliate Fee shall be calculated based on the rate for each Deliverable specified in the IO and the total number of Deliverables provided within each Reported period. If the Flat Fee Billing Model is used the Affiliate fee shall be equal to the amount of the Flat Fee specified in the IO per Reported period. If the Revenue Share Billing Model is used the Affiliate Fee shall be equal to a particular percentage – as specified in the IO – of the User Spend within Reported period, specified in the IO. Multiple Billing Models can be used under a single IO, as set out in such IO.
- 5.2 Affiliate shall provide that by the 1st date of a month following the Reported period Banuba is provided with correct and full payment details that should be used by Banuba for making payment for Advertising Services under the IO in the form stipulated and informed by Banuba. In case Affiliate fails to comply with this provision Banuba is entitled not to make payments to such Affiliate for the Reported period. In this case Banuba is not liable for not performing its payment obligations or making payments using improper payment details provided by the Affiliate.
- 5.3 Affiliate Fee rates are determined by Banuba in US Dollars and specified in the IO. Affiliate Fee shall be paid in the US dollars: Banuba is entitled to determine payment form for transferring Affiliate Fee to Affiliate at its own discretion. Notwithstanding para. 5.2. hereof, in this case Affiliate shall provide Banuba with respective payment details within five (5) days since date of receipt of this information from Banuba. If Affiliate fails in complying with this provision, Banuba is not liable for any delay in payment and non-compliance with these T&Cs.
- 5.4 The Payment is deemed to be duly performed at the time when the funds are debited from Banuba bank account.
- 5.5 Banuba will pay out Affiliate any Affiliate Fee earned in a certain Reported period within 30 days (or within another period set forth in the IO) after the end of the Reported period, provided that Affiliate’s account balance amount (the Affiliate Fee due to Affiliate for the Reported period) exceeds five hundred (500) US Dollars if the Affiliate Fee is transferred to Affiliate’s bank account by wire transfer and fifty (50) US Dollars if the Affiliate Fee is transferred to Affiliate through PayPal or Payoneer (the “Minimum payout volume”). If Affiliate Fee due for the Reported period is less than indicated herein, such Affiliate Fee is not paid out and will roll over to the next Reported period, and will continue to roll over from one Reported period to another until the Minimum payout volume is reached.
- 5.6 Affiliate Fee includes: (i) withholding or similar tax; (ii) any sales, use, goods and services, value added, or other tax or levy; or (iii) any other tax or other government levy of whatever nature. All such deductions and withholdings payable on the Affiliate Fee to be remitted to the Affiliate, if applicable, shall reduce the Affiliate Fee respectively. Banuba shall not be charged any other additional fees, or sought to reimburse any Affiliate’s expenses with respect to the Advertising Services other than the Affiliate Fee. All bank charges (other than bank charges levied by Banuba’s bank) shall be payable from the Affiliate Fee.
- 5.7 To avoid misunderstanding the Parties understand and accept that Banuba will not be liable for any failure in payment obligations if Affiliate does not receive Affiliate Fee due to the fault of Affiliate’s bank, correspondent bank, Affiliate’s failure in indicating true payment details and any other reasons providing that the Affiliate Fee is timely debited from Banuba bank account.
- 5.8 In case payment of Affiliate Fee was rejected without Banuba’s fault, all additional charges that arise in this regard as well as due to repeated attempt to transfer Affiliate Fee to the Affiliate are borne by Affiliate independently.
- 6. REFUNDS AND CHARGEBACKS
- 6.1 In case of chargebacks owed by Banuba to the Users, Banuba is entitled to deduch the appropriate amount of Affiliate Fee from the Affiliate. If the Affiliate Fee for that User Spend has already been paid to the Affiliate, the amount will be deducted from future payments of the Affiliate Fee. If, as a result of deduction, the amount of Affiliate Fee owed to the Affiliate in the next Reported period is not enough to cover the amount of deducted Affiliate Fee, Banuba may invoice the Affiliate for the payment of the remaining debt immediately and Affiliate is obligated to pay it in accordance with the terms of invoice.
- 6.2 Banuba reserves the right to terminate the Agreement with immediate effect in the event of Affiliate not complying with the terms of clause 6.1.
- 6.3 If an account of the User referred by you is terminated due to practices or actions that Banuba considers as prohibited or that violate T&C in other ways, Banuba reserves the right, at its sole discretion, to withhold or forfeit the Affiliate Fee earned (regardless of whether paid or outstanding) for referring the terminated User. If we discover that the amount of terminated User accounts referred by the Affiliate is unreasonably high or Banuba may reasonably suspect that it is a part of fraudulent activity, Banuba shall have the right, at its sole discretion, to forfeit not only the Affiliate Fee earned for referring terminated customers, but all Affiliate Fee earned (regardless of whether paid or outstanding) by the Affiliate during the term of Agreement and to terminate the Affiliate’s account immediately. In such a case, the terms for deduction of the Affiliate Fee mentioned in clause 6.1 shall apply.
- 7. REPRESENTATIONS AND WARRANTIES
- 7.1 Affiliate represents and warrants to Banuba that:
- 7.1.1 it is an entity, duly organized, validly existing, and in good standing under the laws of the state of formation;
- 7.1.2 it has the full right, power, and authority to enter into these T&Cs and respective IO, to grant Banuba the rights and licenses set out in these T&Cs and respective IO, and to perform its obligations hereunder;
- 7.1.3 Affiliate’s traffic source where Advertising Materials are posted do not contain indecent or explicit materials (erotic or pornographic materials) or incite violence, aggression or illegal acts or otherwise harm Banuba’s reputation. Affiliate’s traffic source has previously been checked and shall be re-checked from time to time for decency and legality of their contents by Affiliate;
- 7.1.4 the information provided to Banuba regarding Affiliate and Affiliate’s traffic source is correct, complete, actual and provided in due manner;
- 7.1.5 it is in compliance with all applicable Laws relating to these T&Cs and the IO, the use of the Advertising Materials and the operation of its business.
- 7.1 Affiliate represents and warrants to Banuba that:
- 8. CONFIDENTIALITY AND PUBLICITY
- 8.1 Either Party shall, during the term of these T&Cs and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the disclosing party disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) confidential Information (including trade secrets and information of commercial value) which may become known to the receiving party from the disclosing party and which relates to the disclosing party or any of its affiliates, unless that information is in public knowledge or already known to the receiving party at the time of disclosure or is required to be disclosed by law or regulation (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary). Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
- 8.2 Either party undertakes not to use the сonfidential Information otherwise than in the exercise and performance of its rights and obligations under these T&Cs.
- 8.3 Either Party shall notify the other Party if any of its representatives connected with the provision or receipt of the services become aware of any security events and shall afford reasonable assistance to the other Party in connection with any enforcement proceedings which that other Party may elect to bring against any person.
- 9. LIABILITY, LIMITS OF LIABILITY AND WARRANTIES
- 9.1 Affiliate shall indemnify, defend and hold Banuba harmless against any loss or damage Banuba may suffer and bear the full and sole responsibility for:
- 9.1.1 breach of any Affiliate’s obligation connected with performance of these T&Cs and the Offer;
- 9.1.2 breach of any patent, trademark, trade secret, copyright, right of publicity, right of privacy or other right of any other person or entity made by the Affiliate;
- 9.1.3 breach of any representation or warranty of an Affiliate set forth herein.
- 9.2 In any case the total liability of Banuba before Affiliate shall be limited to direct damages and shall not exceed three thousand (3 000) US Dollars.
- 9.1 Affiliate shall indemnify, defend and hold Banuba harmless against any loss or damage Banuba may suffer and bear the full and sole responsibility for:
- 10. TERM AND TERMINATION
- 10.1 These T&Cs and obligations contained herein commence upon acceptance of Affiliate’s Application Form, and shall continue thereafter until terminated as provided in Section 9.
- 10.2 If the Affiliate violates any clause of these T&Cs and/or declines Banuba to process the personal data under the Data Processing Addendum, Banuba shall be entitled to unilaterally terminate these T&Cs (i.e. refuse to perform these T&Cs) at its sole and absolute discretion by sending Affiliate a relevant notification by e-mail. In this case this Agreement will be considered terminated immediately after the said notification has been sent to Affiliate, except otherwise provided for in this notification.
- 10.3 Banuba is entitled to cancel Affiliate’s Advertising Services without cause by sending a cancellation notice to the Affiliate not later than forty eight (48) hours before the moment of such cancellation. In case of cancellation without cause by Banuba, Banuba shall pay to the Affiliate the amount of Service Fee accrued up to the date of cancellation.
- 10.4 Affiliate may not at any time assign, novate, charge or deal in any other manner with any or all of its rights and obligations under these T&Cs.
- 10.5 Either Party may terminate these T&Cs if a Party hereto ceases business operations or is in any bankruptcy, state law insolvency, or receivership proceeding, or other equivalent proceeding that is not dismissed in sixty (60) calendar days or assigns its assets for the benefit of creditors. Either Party may also terminate these T&Cs as of the date either Party is aware of the fact that a Party hereto or its affiliates are in sanctions lists of the USA (OFAC SDN, NON SDN), the EU and/or the UK (HM Treasury).
- 10.6 Termination of these T&Cs shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the T&Cs which existed at or before the date of termination.
- 11. ENTIRE AGREEMENT
- 11.1 These T&Cs, the exhibits and the documents annexed as appendices to these T&Cs or otherwise referred to herein contain the whole agreement between the Parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
- 12. SEVERANCE
- 12.1 If any provision or part-provision of these T&Cs is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these T&Cs.
- 13. NOTICES
- 13.1 Any notice given to a Party under or in connection with these T&Cs shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by e-mail.
Parties hereby agree to use e-mail addresses specified below:
|Contacts and addresses of Affiliate||Contacts and addresses of Banuba|
|The address specified by the Affiliate within
the Affiliate’s account on the Platform
- 13.2 Any notice shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt; (b) if sent by pre-paid first-class post or other next working day delivery service, at the time recorded by the delivery service; (c) if sent by e-mail, at 9.00 am on the next business day after transmission.
- 13.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.
- 14. GOVERNING LAW AND JURISDICTION
- 14.1 The relations of the Parties under these T&Cs shall be governed by the law of England and Wales.
- 14.2 Each party to these T&Cs shall use its good faith efforts to resolve any dispute arising out of or in connection with these T&Cs, or the breach, termination or invalidity thereof promptly and amicably and without resort to any legal process. Within sixty (60) days of the dispute notice sent to another Party (the “Prejudicial claim”), Parties shall promptly discuss in writing such a dispute in good faith. If the Parties are not successful in resolving the dispute through amicable written discussions by the end of such sixty (60) days period, then the dispute shall be resolved through a competent court pursuant to clause 13.4 of these T&Cs.
- 14.3 The Parties have agreed that either Party’s written response to the Prejudicial claim shall be a thirty (30) days period commencing from the date when the respective Prejudicial claim was received by the other Party.
- 14.4 Each party to these T&Cs irrevocably agrees that any dispute, controversy or claim arising out of or in connection with these T&Cs, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The arbitral tribunal shall be composed of one arbitrator. These T&Cs shall be governed by the substantive law of England and Wales.