Terms & Conditions

Sterrayet LTD Terms and Conditions

1. Definitions

In these Terms and Conditions, the subsequent terms and expressions bear the following meanings unless the context dictates otherwise:

1.1 "Company" or "Sterrayet LTD" Refers to Sterrayet LTD.

1.2 "User" or "You" Denotes any individual or entity accessing and using the Services offered by Sterrayet LTD.

1.3 "Client" Refers to an individual or entity entering into a contractual relationship with Sterrayet LTD for the provision of services, including but not limited to CRM Implementation, CMS Implementation, Business Consulting, and Marketing.

1.4 "Services" Refers to the comprehensive suite of projects and offerings provided by Sterrayet LTD, including but not limited to CRM Implementation, Business Consulting, and Marketing services, as detailed in the pertinent contractual agreements. Sterrayet LTD pledges to provide and deliver these services using reasonable skill, care, and up to the standard industry levels.

1.5 "Service Commencement Date" Represents the official start date of any contractual service or project kick-off arrangement, as agreed upon between Sterrayet LTD and the involved parties.

1.6 "Termination Date" Signifies the end date of the Services provided to the Client and the conclusion of Sterrayet LTD's engagement under a specific agreement or Contract.

1.7 "Intellectual Property Rights" Covers patents, rights to inventions, copyright and associated rights, trademarks, business names, domain names, rights in presentation, goodwill, the entitlement to legal action for misrepresentation, rights in designs, database rights, rights to utilize and safeguard the confidentiality of confidential information (including expertise), and all other forms of intellectual property rights, whether officially registered or not. This also involves submissions for, and entitlements to submit, renewals or extensions of, and entitlements to assert priority from, such rights. The description encompasses all comparable or corresponding rights or forms of protection currently in existence or expected on a global scale.

1.8 "Data Protection Legislation" Denotes the Data Protection Act 2018, which incorporates the UK General Data Protection Regulation (UK GDPR) and any other applicable data protection laws and regulations in force in the United Kingdom and the European Union.

1.9 "Deliverables" Denotes the specific Services to be produced or provided to the Client by Sterrayet LTD, as outlined in the relevant contractual documentation.

1.10 "Terms" Refers to these Terms and Conditions governing the use of Sterrayet LTD's Services and any related agreements or policies.

1.11 "Contract" or "Agreement" Denotes any formal agreement, including but not limited to service agreements, contracts, or statements of work, entered into between Sterrayet LTD and a Client.

1.12 "Confidential Information" Includes but is not limited to proprietary business information, trade secrets, know-how, and any other information that is not generally known to the public disclosed by Sterrayet LTD to the Client during the term of the Contract.

This Definitions section consolidates key terms from both the Privacy Policy and Terms and Conditions, ensuring clarity and understanding of the rights and obligations related to the Services provided by Sterrayet LTD.

2. Engagement and Delivery of Services

2.1 Service Engagement

Sterrayet LTD is engaged by the Client to carry out the Services as specified in the contractual documentation.

2.2 Undertaking and Provision of Services

Sterrayet LTD commits to:

2.2.1 Undertaking and delivering the Services in accordance with the mutually agreed brief, scope, and timeline with the Client;

2.2.2 Executing the Services in compliance with the specified Service Levels outlined in the contractual agreement;

2.2.3 Managing and performing the Services in a proficient and diligent manner, utilizing technical and creative skills to provide the Services to the best of their capability;

2.2.4 Meeting the agreed-upon Deliverables and deadlines with promptness and diligence to the best of their capability;

2.2.5 Employing suitably qualified and experienced personnel as deemed appropriate by Sterrayet LTD;

2.2.6 Retaining the right to provide a substitute with equivalent knowledge and expertise, recognizing that the Client may refuse the replacement if, in their reasonable view, the substitute is not adequately qualified. In the case of substitution, the Client remains accountable for its obligations under the agreement and is responsible for the payment of the replacement, with no additional payments beyond the agreed terms for any transition period between the original consultant and the substitute;

2.2.7 Keeping the Client informed of the progress on the Services in which Sterrayet LTD is engaged.

2.3 Client Responsibilities and Involvement in Services

Sterrayet LTD emphasizes the significance of client cooperation in the successful delivery of Services. The Client agrees to cooperate fully with Sterrayet LTD in the delivery of Services. This includes providing timely and accurate information, granting access to necessary resources, and fostering collaboration during the engagement period. Additionally, the following client responsibilities and involvement guidelines are outlined to ensure a seamless partnership. Sterrayet LTD shall not assume any responsibility for delays, diminished quality, or any adverse consequences to the employed Services if they have arisen from the Client's failure to adhere to these key guidelines.

2.3.1 The Client acknowledges the necessity of providing Sterrayet LTD employees with appropriate access, including Super Admin access to relevant systems, platforms, and data, as required for the duration of the Services. This access facilitates Sterrayet LTD in delivering the agreed-upon Services outlined in the Quote. The Client commits to promptly providing access to other systems, data, and platforms reasonably required for the effective provision of the Services.

2.3.2 The Client agrees to adhere to the pre-agreed schedule for Services, as outlined in the Quote, and shall communicate any requests for changes to priorities or schedules in writing. While Sterrayet LTD endeavours to accommodate such requests with flexibility, changes to pre-agreed schedules are not guaranteed.

2.3.3 The Client is responsible for identifying and confirming, in writing, the relevant individuals who will be attending meetings or completing tasks as part of the Services, especially if they are key individuals impacting the Services' Deliverables, including but not limited to Termination Dates and Deliverables' Quality.

2.3.4 Sterrayet LTD and the Client jointly acknowledge the significance of punctuality and effective communication. Both parties pledge to respond to communications within a period of 2 business days, unless an alternative arrangement is mutually established. The response time may be extended in cases of illness, holiday, or other unforeseen circumstances beyond reasonable control. In such instances, both parties agree to notify the other party as soon as practicable and make reasonable efforts to minimize any resulting delays.

2.3.5 Sterrayet LTD will communicate the designated channels to be used by the Client during the service delivery (e.g., web forms, Trello, HubSpot, Zoom, Arrows, email, and Slack). All communication is expected to take place via the agreed channels unless a different arrangement is mutually agreed upon in writing.

2.3.6 Sterrayet LTD's Services frequently necessitate client input, a requirement that will be expressly communicated both verbally and in writing. The Client undertakes to promptly fulfil any subsequent tasks within the mutually agreed-upon schedule.

2.3.7 The Client agrees not to disseminate call recordings, training materials, and documents provided by Sterrayet LTD as part of the Service to any third party unless there is a prior written agreement.

2.3.8 The Services and Deliverables are specified in the Quote. Should any additional Services be required outside the scope of this agreement, they will be individually quoted, mutually agreed upon, and invoiced accordingly.

2.3.9 Any complaints must be initially raised by the Client to Sterrayet LTD in writing (email accepted) within 21 days from the date of receipt of the Service. Sterrayet LTD will strive to provide a reply and recommended solution within 48 hours or 2 working days. After this period, it will be assumed by Sterrayet LTD that the Client is satisfied with all Services received.

2.4 Changes to Services

Any modifications, expansions, or reductions of the agreed-upon Services must be documented in writing and mutually consented to by both parties through an amendment to the existing Contract.

3. Confidentiality

Both Sterrayet LTD and the Client agree to maintain the confidentiality of all proprietary and confidential information exchanged during the engagement. This includes but is not limited to trade secrets, business plans, and any other sensitive information. In furtherance of this commitment, the following provisions shall apply:

3.1 Confidentiality Agreement by Sterrayet LTD

Sterrayet LTD acknowledges that, throughout the duration of their engagement under this Agreement, they may come into possession of Confidential Information pertaining to the Client, including trade secrets and financial details not publicly disclosed. In consideration of this, Sterrayet LTD agrees to the following:

3.1.1 Sterrayet LTD shall utilize the Confidential Information solely during the continuance of this Agreement and exclusively for the purpose of providing the Services;

3.1.2 Sterrayet LTD shall not, at any time after the date of this Agreement, disclose or divulge the Confidential Information to any third party except to officers or employees of the Client with a legitimate need to know. Sterrayet LTD commits to using its best endeavours to prevent the publication or disclosure of any Confidential Information by any other person;

3.1.2 Termination of Confidentiality Restrictions

The restrictions outlined in this clause shall cease to apply to information or knowledge that enters the public domain through means other than Sterrayet LTD's default.

4. Ownership of Deliverables and Intellectual Property

Upon successful completion of the Services and full payment by the Client, ownership of the Deliverables produced by Sterrayet LTD transfers to the Client unless otherwise stipulated in the Contract. Intellectual Property Rights related to the Services, excluding materials created within the Client's systems or software, shall be owned by Sterrayet LTD. The ownership of Service strategies, methods, and techniques utilized for Deliverables follows industry' best practices' and is not exclusive or limited to the Client. However, the Client possesses materials and implementations incorporating their branding and copyrighted materials.

4.1.  Intellectual Property Agreement

4.1.1 Ownership of Intellectual Property Rights

All Intellectual Property Rights arising from or in connection with the Services, excluding those within the Client's HubSpot portal or other software owned by the Client, shall be owned by Sterrayet LTD.

4.1.2 Client Restrictions

The Client shall refrain from sharing training resources, call recordings, training plans, or any other resources provided as part of this Agreement with any third party.

4.1.3 Display of Visual Content

Sterrayet LTD may showcase a curated selection of visual imagery, website design, copy, or social media content covered by this Agreement for promotional purposes, including but not limited to advertising, brochures, magazine articles, websites, and social media. Sterrayet LTD commits to using images that portray the Client in a positive manner. It remains the responsibility of the Client to notify and seek the permission of all parties included or represented in visual or written content. The Company reserves the right to use the Client's name and relevant non-confidential materials, such as case studies, for Marketing purposes.

5. Termination of Agreement

Either party reserves the right to terminate the engagement under specific conditions outlined in the Contract. In the event of termination, the rights and responsibilities of both parties will be defined in accordance with the termination clauses specified in the Contract.

5.1 Termination due to the Services Completion & Termination Date Reached

The agreement will terminate upon the fulfilment of the Services provided to the Client.

5.2 Termination by Either Party

The party breaching these terms shall have no claim against the terminating party in respect of the termination of his or her appointment for any of the reasons specified pursuant to the clauses below. This section governs the termination of any agreement between Sterrayet LTD ("Company") and its clients or users, encompassing a range of circumstances:

5.2.1 Material Breach: If the Client or Company is in material or persistent breach of any terms of this Agreement.

5.2.2 Inefficient Service Performance: If the Client or Company persistently and wilfully neglects their responsibilities or becomes unable to perform the Services efficiently, or fails to rectify any issues related to the provision of Services.

5.2.3 Incapacity or Death: If the Client or Company dies or becomes incapable of managing their affairs due to incapacity.

5.2.4 Bankruptcy or Insolvency: If the Client or Company has a bankruptcy order made against them, makes arrangements with creditors, or takes actions related to insolvency.

5.2.5 Change of Control: In the event of a change of control of the Client or Company.

5.2.6 Financial Deterioration: If the financial condition of either the Client or the Company declines to a degree where, in the other party's reasonable judgment, their ability to meet obligations under this Agreement is in jeopardy.

5.2.7 Manifestly Prejudicial Actions: If the Client or Company takes actions manifestly prejudicial to the interests of the other party or that may bring them into disrepute.

5.3 Notice of Termination:

The Client or Company reserves the right to terminate this Agreement by providing written notice to the other party who is in breach in the event of a material breach of any provision herein, subject to a cure period, allowing the other party an opportunity to rectify the situation. If the cure period is not applicable or the breach remains uncured after the stipulated period, the non-breaching party may terminate the Agreement.

5.4 Right to Cure:

In certain cases, the Client or Company facing termination may have an opportunity to cure the breach or violation within a specified timeframe of 30 days from the date of the written Notice of Termination, unless agreed otherwise.

5.5 The Effects of Termination:

Upon the termination or expiration of any agreement between Sterrayet LTD ("Company") and its clients or users, the following consequences will take effect:

5.5.1 Cessation of Rights and Privileges:

All rights and privileges granted to the Client or Company under the terminated agreement will cease immediately upon termination.

5.5.2 Outstanding Payments and Obligations:

Any outstanding payments, fees, or obligations owed by the Client to Sterrayet LTD at the time of termination will remain due and payable. Similarly, the Client shall immediately pay Sterrayet LTD all outstanding unpaid invoices and interest, and, in respect of the Services supplied but for which no invoice has been submitted, Sterrayet LTD may submit an invoice, which shall be payable immediately on receipt.

5.5.3 Return of Client Property:

If the Client has provided any physical or proprietary materials to Sterrayet LTD during the course of the agreement, the Company must promptly return such items to the Client upon termination. This includes all equipment, materials, tools, keys, swipe cards, computer hardware and/or software, books, documents, account records, and any other papers that are the property of the Client or that relate in any way to the Client or the Client's affairs. If the retrieval of any Client Property necessitates supplementary expenses or specific delivery conditions, the Client hereby undertakes to bear any associated costs or organize private transportation for the return of their property. No copies of the same or any part thereof shall be retained by Sterrayet LTD.

5.5.4 Return of Company Property:

The Client shall, within 7 working days, return all of Sterrayet LTD's physical or proprietary equipment.

5.5.5 Data and Information Handling:

The Client or Company acknowledges that upon termination, Sterrayet LTD may retain certain data and information as required by legal or regulatory obligations. The handling of such retained data will be in accordance with the Company's privacy policy.

5.5.6 Survival of Certain Provisions, Rights, Remedies, and Obligations:

Upon termination or expiry of this agreement, certain provisions shall persist in effect due to their inherent nature. These encompass confidentiality, indemnity, and dispute resolution clauses. Additionally, the conclusion of this agreement, whether through termination or expiry, shall not impact the rights, remedies, obligations, or liabilities that have accrued up to that point. This includes the parties' right to pursue damages for any breach existing on or before the termination or expiry date. Moreover, the termination of this agreement, regardless of the circumstances, shall not alter the rights and liabilities already accrued at the time of termination. Provisions expressed or capable of having effect after termination will continue in force.

5.5.7 No Third Party Liability for Termination:

Sterrayet LTD shall not be liable to the Client or any third party for the termination of the agreement in accordance with the terms specified.

5.5.8 Post-Termination Cooperation:

The Client agrees to cooperate with Sterrayet LTD in any post-termination activities, including the return of materials, settlement of outstanding payments, and any other actions necessary for the orderly conclusion of the business relationship.

6. Data Protection and Data Processing

This section outlines Sterrayet LTD's policies regarding the protection and processing of data collected from Users and Clients in accordance with applicable data protection laws.

6.1 Compliance with Data Protection Legislation:

Both parties shall adhere to all requirements of the Data Protection Legislation. This clause supplements and does not alleviate or replace each party's obligations under the Data Protection Legislation. "Applicable Laws" refer to the laws of the European Union, the law of any EU member state, and/or Domestic UK Law, with Domestic UK Law encompassing the UK Data Protection Legislation and any other laws applicable in the UK.

6.2 Data Collection and Purpose:

Sterrayet LTD may collect and process personal information for specific and legitimate purposes, including but not limited to providing Services, improving user experience, and complying with legal obligations. The types of data collected may include personal details, contact information, and transactional data.

6.3 Lawful Basis for Processing:

Sterrayet LTD will only process personal data when there is a lawful basis for doing so, such as the consent of the data subject, contractual necessity, compliance with legal obligations, protection of vital interests, or the pursuit of legitimate interests pursued by the Company or a third party.

6.4 Data Controller and Data Processor Roles:

For the purposes of the Data Protection Legislation, the Client assumes the role of the data controller, while Sterrayet LTD Ltd acts as the data processor, as per the definitions outlined in the Data Protection Legislation.

6.5 Consent and Notices:

The Client, under Sub-clause 6.1, will ensure the existence of necessary consents and notices facilitating the lawful transfer of Personal Data (as defined in the Data Protection Legislation) to Sterrayet LTD during the Contract's duration and for its stipulated purposes.

6.6 Data Processing Obligations:

In relation to any Personal Data processed in connection with Sterrayet LTD contractual obligations:

6.6.1 Processing on Instructions:

Sterrayet LTD will process Personal Data as per the written instructions of the Client unless Applicable Laws mandate otherwise, with prompt notification to the Client in such cases.

6.6.2 Technical and Organizational Measures:

 Sterrayet LTD ensures Client-approved technical and organizational measures,  protecting against unauthorized processing, accidental loss, destruction, or damage to Personal Data.

6.6.3 Confidentiality of Personnel:

Sterrayet LTD ensures that personnel with access to the User’s Personal Data and the Client’s Private Information or Intellectual Property are obligated to maintain confidentiality.

6.6.4. Data Transfer Outside the EEA:

Sterrayet LTD shall not transfer Personal Data outside the European Economic Area without the prior written consent of the Client, complying with specified conditions.

6.6.5 Assistance to the Client:

Sterrayet LTD assists the Client, at the Client's cost, in responding to Data Subject requests and ensuring compliance with Data Protection Legislation.

6.6.6 Personal Data Breach Notification:

Sterrayet LTD promptly notifies the Client upon becoming aware of a Personal Data breach.

6.6.7 Data Deletion or Return:

At the Client's written direction, Sterrayet LTD deletes or returns Personal Data on termination of the agreement, unless Applicable Law requires storage.

6.6.8 Records and Compliance:

Sterrayet LTD maintains comprehensive and accurate records to demonstrate compliance with this Clause 6.

6.7 Third-Party Processor Consent:

The Client does not provide consent for Sterrayet LTD to appoint any third-party processor of Personal Data under the Contract.

6.8 Revision of Clause 6:

Either party may, upon not less than 30 days' notice, revise Clause 6 by replacing it with applicable controller-to-processor standard clauses or similar terms forming part of an applicable certification scheme, to apply upon attachment to the Contract.

7. Limitation of Liability

7.1 Exceptional Circumstances:

This Agreement ensures that Sterrayet LTD's liability remains unrestricted in specific situations, including:

7.1.1 Instances of death or personal injury arising from negligence, whether by Sterrayet LTD, its employees, agents, or subcontractors (as applicable).

7.1.2 Issues related to defective products as defined by the Consumer Protection Act 1987.

7.1.3 Cases involving fraud or fraudulent misrepresentation.

7.1.4 Violation of the implied terms outlined in section 7 of the Sale of Goods Act 1979.

7.1.5 Any situation where excluding or limiting Sterrayet LTD's liability would be considered unlawful.

7.2 Limited Liability:

Subject to Clause 6.1:

7.2.1 Limitation of Liability:

Under no circumstances shall Sterrayet LTD be held liable to the Client, whether under contract, tort (including negligence), breach of statutory duty, or any other applicable case, for:

i. Loss of profits.
ii. Loss of sales or business.
iii. Loss of agreements or contracts.
iv. Loss of anticipated savings.
v. Loss or corruption of software.
vi. Loss or damage to goodwill.
vii. Any indirect or consequential loss.

7.3 Total Liability:

Sterrayet LTD’s total liability to the Client, in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services paid for.

7.4 Third-Party Providers:

Sterrayet LTD, as a solutions company, may be working with relevant third-party providers if required, which are separate entities from the Company. The Client is expected to adhere to the Terms and Conditions required directly by HubSpot (in cases where Services requested include Hubspot CRM/CMS Implementation, for example), and other third-party providers should they be needing or using their services. This agreement does not amend any HubSpot Order Form, Terms of Service, or other agreements between the Client and HubSpot or other third-party providers. Sterrayet LTD shall not be liable for services provided by HubSpot or other third-party providers or platforms.

7.5 Survival of Clause:

This Clause 7, regarding the Limitation of Liability, shall survive in full if the Agreement between the Company and the Client is terminated.

8. No Employment or Partnership

8.1 Independent Contractor Status:

The relationship established by this Agreement between Sterrayet LTD ("Company") and the Client is that of an independent contractor and client. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or any other form of association between the parties. This Agreement does not create any mutuality of obligation between Sterrayet LTD and the Client, and neither party seeks to create or imply any mutuality of obligation during the engagement or notice period. The Client is not obliged to offer work to Sterrayet LTD, nor is Sterrayet LTD obliged to accept work when offered.

8.2 Delegation of Services:

Sterrayet LTD may choose to delegate the performance of the Services to suitably qualified and experienced personnel, subject to the Client's approval of the replacement. Sterrayet LTD must provide details of the delegate/substitute, who will be responsible for remuneration. When a delegate/substitute is appointed, the provisions relating to sub-processor obligations under Clause 10 shall apply.

8.3 Contract for Services:

This Agreement constitutes a contract for the provision of Services and not a contract of employment. Sterrayet LTD shall be fully responsible for and shall indemnify the Client against:

8.3.1 Any income tax, National Insurance, social security contributions, or other liability arising from the performance of the Services, except where the recovery is prohibited by law. Sterrayet LTD shall further indemnify the Client against reasonable costs, expenses, and any penalty, fine, or interest incurred or payable by the Client, other than where arising from the Client’s negligence or wilful default.

8.3.2 Any liability arising from any employment-related claim or any claim based on worker status brought by Sterrayet LTD or any substitute against the Client, except where such claim results from any act or omission of the Client.

8.4 No Establishment of Partnership:

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party as the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

By entering into this Agreement, both parties confirm their understanding and acceptance of the independent contractor relationship established herein, and the absence of any employment or partnership relationship between Sterrayet LTD and the Client.

9. Client Review and Approval

At key stages of the engagement, Sterrayet LTD may present work for client review and approval. The Client is responsible for providing timely feedback and approvals to ensure the smooth progression of the Services.

9.1 Client's Review Responsibilities:

The Client shall promptly review all deliverables, materials, or outputs provided by Sterrayet LTD under this Agreement within seven (7) days of submission. The Client agrees to provide timely feedback, comments, and approval or rejection of the deliverables as necessary.

9.2 Timely Response:

The Client shall acknowledge receipt of deliverables within the specified timeframe and, where applicable, provide any requested feedback or revisions within the agreed-upon schedule. Timely responses are essential to ensure the smooth progression of the project.

9.3 Approval Process:

Upon submission of deliverables, the Client has the right to review and request reasonable revisions or modifications, if necessary. Sterrayet LTD will consider such feedback and use commercially reasonable efforts to address the Client's concerns.

9.4 Final Approval:

If no feedback or rejection is submitted within the seven (7) days review period, the deliverables shall be deemed satisfactory and accepted by the Client. Final approval by the Client indicates acceptance of the work performed by Sterrayet LTD.

9.5 Rejection and Re-submission:

In the event the Client rejects any deliverable due to miscommunication or failure to provide relevant materials, Sterrayet LTD will make reasonable efforts to address the concerns and provide a revised version promptly. The Client acknowledges that rejection due to such reasons may result in additional time and costs, and the Client is liable for any overtime required for project review, especially if it necessitates remaking the deliverables entirely.

9.6 Impact of Delayed Approval:

Any delay in the Client's review, feedback, or approval may impact project timelines and deadlines. Sterrayet LTD shall not be held responsible for project delays resulting from the Client's failure to provide timely responses or approvals.

9.7 Client Satisfaction:

Sterrayet LTD is committed to ensuring Client satisfaction. If the Client has concerns or wishes to discuss any aspect of the deliverables, both parties agree to engage in constructive discussions to address and resolve any issues.

9.8 Continued Services:

Upon the Client's approval of the deliverables, Sterrayet LTD will proceed with the subsequent phases of the project as outlined in the Agreement or as mutually agreed upon by the parties. The Client acknowledges its responsibility for timely review and approval, facilitating effective communication and collaboration throughout the project engagement.

10. Communication and Notices

Effective communication is essential for the successful delivery of Services. Both parties agree to maintain open and transparent communication channels throughout the engagement, using agreed-upon methods of contact. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

10.1 Method of Communication:

All official notices, requests, demands, or other communications required or permitted under this Agreement ("Notices") shall be in writing and addressed to the relevant party at its registered office or another address as specified in writing in accordance with this section. Notices can be delivered personally, sent by pre-paid first-class post, other next working day delivery service, commercial courier, or email.

10.2 Notice Period:

Unless otherwise specified in this Agreement, any Notice provided under this section shall be deemed effective:

10.2.1 On the date of personal delivery, if delivered personally.

10.2.2 Two (2) business days after being sent by pre-paid first-class post or other next working day delivery service.

10.2.3 On the date and time the courier's delivery receipt is signed, if delivered by commercial courier.

10.2.4 One (1) Business Day after transmission, if sent by email.

10.3 Notice Address:

Any party may change its address for Notices by providing written notice of such change to the other party in accordance with this section.

  - For Sterrayet LTD:

     Sterrayet LTD

     48 West George Street, 2nd Floor; Suite 2/3, Glasgow, Scotland, G2 1BP

     business@sterrayet.com

     +447448176888

  - For the Client:

     [Client's Legal Name]

     [Client's Registered Office Address]

     [Client's Email Address]

     [Client's Phone Number]

10.4 Electronic Communication:

The parties agree that communication via email shall be considered valid and sufficient for the exchange of Notices, provided that a party requesting confirmation of receipt shall have the right to request verification of delivery.

10.5 Language of Communication:

All communications, including Notices, shall be conducted in English.

10.6 Legal Notice:

Any legal Notice required under applicable laws or this Agreement shall be delivered by registered mail, and a return receipt shall be requested.

11. Force Majeure:

Should either party to this agreement be hindered or delayed in fulfilling any of its obligations under this agreement due to a "force majeure" event, that party will be relieved of its performance obligations for the duration of the preventing or delaying cause. Neither party shall be held in breach nor liable for damages arising from a Force Majeure Event.

11.1 Definition:

Neither party shall be held liable for any delay or failure to perform its obligations under this agreement when due to circumstances beyond reasonable control. 'Force majeure' encompasses causes affecting performance beyond reasonable control, including:

11.1.1 Industrial Actions:

Strikes, lockouts, or other industrial actions.

11.1.2 Security and Conflict:

Terrorism, civil commotion, riot, invasion, war, threat, or preparation for war.

11.1.3 Natural Disasters:

Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather, or other natural physical disasters.

11.1.4 Transportation Disruptions:

Impossibility of using railways, shipping, aircraft, motor transport, or other means of public or private transport.

11.1.5 Political Interference:

Political interference with normal operations.

11.2 Extension of Time:

The time for performance of the affected party's obligations under this agreement shall be extended for a period equal to the duration of the Force Majeure Event.

12. Assignment and Other Dealings:

12.1 Assignment by the Client:

The Client reserves the right, at any time, to assign, transfer, mortgage, charge, subcontract, or engage in any other dealings with its rights under this agreement. Furthermore, the Client may choose to subcontract or delegate any or all of its obligations under this agreement to a third party or agent.

12.2 Restrictions on Sterrayet LTD:

Sterrayet LTD shall not, under any circumstances and without the prior written consent of the Client, engage in the assignment, transfer, mortgage, charging, subcontracting, declaration of trust, or any other form of dealings with its rights or obligations under this agreement. Any such attempt made without the explicit written consent of the Client shall be deemed null and void.

13. Entire Agreement

This agreement represents the complete understanding between the parties, replacing and nullifying all prior agreements, promises, assurances, warranties, representations, and discussions, whether written or verbal, pertaining to its subject matter.

13.1 Exclusivity of Representations:

Both parties acknowledge that any statements, representations, assurances, or warranties not explicitly outlined in this agreement hold no legal standing. Neither party shall seek remedies or claims for innocent or negligent misrepresentation, or negligent misstatement, based on any statements not expressly specified in this agreement.

13.2 Variation

13.2.1 No modifications or variations to this Agreement shall be valid unless made in writing and duly signed by both parties or their authorized representatives.

13.2.2 The provisions of the Contracts (Rights of Third Parties) Act 1999 do not apply to this Agreement.

13.3 Law and Jurisdiction

13.3.1 This Agreement and any disputes or claims arising from or related to it, its subject matter, or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Scotland.

13.3.2 Each party agrees irrevocably that the courts of Scotland shall have exclusive jurisdiction to resolve any disputes or claims arising from or in connection with this Agreement, its subject matter, or formation (including non-contractual disputes or claims).

13.2 Severability:

If any provision of this agreement is deemed invalid, illegal, or unenforceable by any Court of competent jurisdiction, that specific provision shall be severed. Despite the removal of such provision, the remaining clauses and terms within this agreement shall persist in full force and effect, as if this agreement had initially been executed with the invalidated provision eliminated.

13.3 Waiver and Survival:

The failure of either party to enforce any provision of this agreement shall not be considered a waiver of that specific provision or any other rights under this agreement. A waiver, whether under the Contract or law, is effective only if in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay in exercising any right or remedy under this agreement by a party shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict further exercise. Furthermore, no single or partial exercise of such right or remedy shall prevent or restrict its further exercise. Additionally, the termination of this Agreement, regardless of circumstances, shall not impact the rights and liabilities accrued by the parties at the time of termination, nor shall it affect the continued validity of provisions expressly outlined or capable of having an effect post-termination.