Unless otherwise expressly provided in a Service Agreement, the following definitions apply to these Terms:
a) “Terms” means these General Terms and Conditions;
b) “Client” or “you” means any individual or legal entity receiving Services from SOLIDAIX LIMITED;
c) “Company”, “SOLIDAIX”, “we”, “us”, or “our” means SOLIDAIX LIMITED, a private limited company incorporated and registered in England and Wales under company number 16988816, with its registered office at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF;
d) “Services” means consultancy, advisory or other professional services provided by the Company to the Client pursuant to a Service Agreement;
e) “Service Agreement” means any written or oral agreement between the Company and the Client specifying the scope of Services and applicable fees;
f) “Negotiations” means any discussions, correspondence or communications between the Parties relating to potential or actual provision of Services;
g) “Website” means https://solidaix.com;
h) “Business Day” means any day other than Saturday, Sunday or public holidays in England (United Kingdom);
i) “Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018 and any other applicable data protection laws in force in England and Wales;
j) “Intellectual Property Rights” means all present and future rights in patents, trademarks, copyright, database rights, design rights, trade secrets, domain names and all other intellectual property rights whether registered or unregistered;
k) “Confidential Information” means all information disclosed by one party to the other, whether in writing, orally or by any other means, relating to business operations, clients, suppliers, pricing, strategies, financial data, trade secrets, know-how, technical data or any other information that a reasonable person would consider confidential, excluding information that:
l) “Subcontractor” means any independent contractor engaged by the Company to assist in providing the Services.
These Terms constitute the standard terms governing all Services provided by SOLIDAIX LIMITED.
They apply to all present and future contractual relationships between the Company and the Client unless expressly agreed otherwise in writing.
These Terms become legally binding upon the Client’s acceptance (the “Effective Date”) and apply to all prior and subsequent Negotiations and dealings between the Parties.
If any conflict arises between these Terms and a Service Agreement, the Service Agreement shall prevail.
The Company shall perform the Services with reasonable skill and care in accordance with applicable laws of England and Wales. However, the Company does not guarantee that Services will be error-free or that all defects will be corrected.
The Company shall determine, at its sole discretion, how the Services are to be performed, taking into account reasonable instructions from the Client where feasible.
The Company may engage Subcontractors to perform parts of the Services, provided such Subcontractors are bound by confidentiality obligations.
The Company acts as an independent contractor and not as an employee, partner or agent of the Client.
Any timelines provided are estimates only and are not legally binding unless expressly stated. The Company shall not be liable for delays.
Given the advisory nature of Services, the Client agrees that the Company shall not be liable for losses arising from actions taken based on advice provided, except where liability cannot be excluded under law.
The Client shall:
The Company shall not be responsible for losses resulting from inaccurate or incomplete information provided by the Client.
Fees shall be as specified in the relevant Service Agreement or invoice.
Unless otherwise agreed, reasonable travel and related expenses shall be reimbursed by the Client.
Payment is due within ten (10) days of invoice unless otherwise agreed. Payment shall be made to the bank account specified in the invoice.
Any additional costs caused by the Client’s delay or failure to provide required information shall be borne by the Client.
Both Parties agree to maintain confidentiality of all Confidential Information during and after termination.
Personal data shall be processed in accordance with applicable Data Protection Legislation.
Pre-existing Intellectual Property remains the property of the respective owner.
All Intellectual Property created during the provision of Services shall belong to SOLIDAIX LIMITED. The Client is granted a non-exclusive, royalty-free licence for internal business use only.
The Company shall not be liable for failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, pandemics, strikes, war, governmental restrictions or supply chain disruptions.
If such circumstances continue for more than 60 days, the Company may terminate the Services without liability.
Either Party may terminate in accordance with the Service Agreement.
The Company may terminate immediately in cases of material breach, unlawful conduct, or regulatory risk.
Termination shall not affect accrued rights or obligations.
The Company shall perform Services in compliance with applicable laws of England and Wales, including relevant health and safety requirements.
These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of England and Wales.
The Parties submit to the exclusive jurisdiction of the courts of England and Wales.
If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force.
Provisions relating to confidentiality, intellectual property and liability shall survive termination.
These Terms, together with any Service Agreement, constitute the entire agreement between the Parties.