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Terms Of Service

1. Acceptance of Terms

By accessing and using the services provided on the VIVA Lab Porto website (hereinafter referred to as "the Website"), you, as the user (hereinafter referred to as "the Client"), agree to be bound by these Terms and Conditions of Service (hereinafter referred to as "the Agreement"). If you do not agree with these terms, please refrain from using the Website. This Agreement is entered into between the Client and Tinker City Associação (hereinafter referred to as "the Provider"), registered under association number 514383798 and with a registered address at Rua Direita das Campinas 91 R/C Direito 4100-206, Porto, Portugal.

WHEREBY IT IS AGREED as follows:

1. Interpretation

1.1 Any reference to any provision of any law shall include a reference to any modification, re-enactment, or extension of such legislation.

1.2 Save as otherwise provided herein any references in this Agreement to Clauses or Paragraphs are references to the Clauses and Paragraphs of this Agreement unless the context otherwise admits or requires.

1.3 Words such as hereunder, hereof, and herein and other words commencing with here shall unless the context clearly indicates to the contrary refers to the whole of this Agreement and not to any Clause hereof.

1.4 References to the singular shall include the plural and vice versa and references to any gender shall include other genders.

1.5 Any reference to any statute or statutory provision means that statute or statutory provision as it has been amended, extended, consolidated, re-enacted or replaced (whether before or after the date of this Agreement) and includes any order, regulation, instrument or other subordinate legislation made under the relevant statute provided that between the parties no new or extended obligations, liability or restrictions shall be imposed on any party as a result of the operation of this sub-paragraph.

 

1.6 The headings to the Clauses in this Agreement are for ease of reference only and shall not affect the interpretation of this Agreement.

1.7 Any ‘goods’ shall mean any item the Provider sells pursuant to the legislative definition of ‘good(s)’ whereas “Services” shall mean paid for consultation(s) and or educatory sessions and any ‘service(s)’ as per the legislative definition thereof. 

1.8 ‘Document’ shall mean to evince, note, memorandum, video record, photograph, or memorialise in any way a true event.  

 


2. Consultancy Services 

2.1 The Client hereby engages the Provider, and the Provider hereby accepts such engagement, to carry out any consultancy service(s) as agreed, and to perform all services required to carry out the service(s) and produce the deliverables required therein. 

2.2 The Provider shall, while this Agreement is in force or until the satisfactory completion of the Assignment, devote such time, attention and abilities to the consultancy as may be necessary for the satisfactory completion thereof. 

2.3 The Provider agrees to advise and assist the Client as required in accordance with the agreed consultancy for and in the performance of such duties the Provider shall comply with all reasonable requests and directions of the Client, its agent or servant, including but not limited to all local or internal policies and regulations operated by or affecting the Client, its servant or agent. 

2.4 The Provider purports to have the qualifications, know-how, and necessary ability to undertake the work required to be carried out in the provision of consultancy services; however, the Client agrees the Provider shall remain harmless and free from any liability where the Client departs from any advice provided and or implements same negligently and or recklessly. 

2.5 Except as otherwise expressly provided in this Agreement and except for any implied warranties or conditions or terms that cannot be excluded as a matter of law, the Provider does not make any representations, conditions, covenants, or warranties to the Client, whether express or implied, including warranties of proprietary, title, or implied warranties of accuracy, satisfactory quality, fitness for a particular purpose, or otherwise. 

2.6 While every effort is made to ensure the accuracy of the consultative service material, any use or reliance on any information obtained via consultancy services is at the Client’s own risk. The Provider denies any responsibility for information obtained through any service and or electronic resource. 

2.7 The Client understands that use of the consultancy services does not and will not promise or guarantee; resolution of any problem; resolution of the problem in a manner that Client prefers, including amount of time a resolution takes; satisfaction with the consultancy provided or methods recommended by the Provider; the quality or status of any available resource; or that no effort is required of Client.

2.8 The Provider is not responsible and disclaims all liabilities for any condition that may affect the Client’s trade including and the Client shall indemnify, defend, and hold harmless the Provider from any claims, damages, costs, expenses, or losses of any nature whatsoever (including of third parties) relating to or arising out of loss or disruption of trade in connection to any consultancy service provided.

 

3. Sale of Goods 

3.1 Nothing in this Agreement shall affect the statutory rights of any Client dealing as a consumer of goods. However, given the tailored nature of the goods the Client acknowledges and agrees that any entitlements of cancellation/refund under the Consumer Contracts Regulations 2014 disapply to this Agreement. 

3.2 Any order for goods shall be deemed to be an offer by the Client to purchase goods pursuant to the terms of this Agreement. Acceptance of delivery of any goods shall be deemed conclusive evidence of the Client’s acceptance of said Conditions. 

3.3 Any representation, advice, or recommendation given by the Provider or its servants or agents to the Provider or its servants or agents as to the use, storage, application, or any interaction with the goods or otherwise which is not confirmed in writing by the Provider is followed or acted upon entirely at the Client’s own risk, and, accordingly, the Provider shall not be liable for any such advice, recommendation or representation which is not so confirmed.

3.4 Any description given or applied to the goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Client hereby affirms that it does not in any way rely on any description when entering the Agreement.

3.5 Where a sample/ prototype of the goods is shown to and inspected by the Client, the parties hereto accept that such is so shown and inspected for the sole purpose of enabling the Client to judge the quality of the goods and not so far as to constitute a sale by sample pursuant to s.15 of the Sale of Goods Act 1979.

3.6 Unless otherwise agreed in writing, delivery of goods shall take place at the address specified by the Client on the date specified by the Provider. The Client shall make all reasonable arrangements necessary to take delivery of goods whenever they are tendered for delivery. The date of delivery specified by the Provider is an estimate only. Time for delivery shall not be of the essence of this Agreement and while every reasonable effort will be made to comply with such date’s compliance is not guaranteed and the Client shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated. 

3.7 If the Provider is unable to deliver the goods for reasons beyond its control, then the Provider shall be entitled to place the goods in storage until such time as delivery may be made and the Client shall be liable for any expense associated with such storage. If the Client fails to accept delivery of goods on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date the provider reserves the right to invoice the goods to the Client. In addition, the Client shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the goods are either despatched to the Client or disposed of elsewhere.

3.8 The Provider shall be entitled to deliver the goods by installments and where the goods are so delivered, each delivery shall constitute a separate contract and failure by the Provider to deliver any one or more of the installments in accordance with this Agreement or any claim by the Client in respect of any one or more installments shall not entitle the Client to treat any other related Agreement as repudiated. Where the Client requires delivery of the goods by installments, rescheduling requires the Provider’s written acceptance and will not be possible unless at least 2 month’s written notice is provided and so agreed. Each delivery shall constitute a separate agreement and failure by the Client to pay any installment shall entitle the Provider to treat any other related contract as repudiated in addition to any other rights of the Provider pursuant to these Conditions.

3.9 Notwithstanding that the Provider may have delayed or failed to deliver goods (or any of them) promptly the Client shall be bound to accept delivery and to pay for the goods in full if delivery shall be tendered at any time within 3 months of the delivery date. 

3.10 Taxes, levies, duties, and import charges associated with the delivery of the Client’s goods outside of the United Kingdom are the sole responsibility of the Client. 

3.11 Should the Client fail to dispense the sums within Clause 3.10, the Provider may have goods returned to them by agencies or authorities; therefore, the Client undertakes to dispense the sums due to their own jurisdictional agencies and or authorities within 3 working days of notification of same. 

3.12 Risk of damage or loss of the goods shall pass to the Client in the case of goods to be delivered or at the time when the Provider notifies the Client that the goods are available for collection.

3.13 Should goods be misplaced / lost in transit, at no fault of the Parties, the Provider shall offer the Client a replacement or refund.

4. Training 

4.1 The Provider does not represent that training information contained in or available via links is accurate or complete and accordingly it should not be relied on as such. You should not rely on any such information. Any arrangements made between you and any other person are entirely at your sole risk and responsibility.

4.2 Any links to other websites may appear on the material for your convenience. The Provider does not operate or monitor other websites or material and accepts no responsibility or liability for the content of other websites or material. Any link is not intended to be, nor should be construed as, an endorsement of any kind by the Provider of another website or provider of training material.

4.3 While every effort is made as to quality and accuracy, all training shall be delivered by the Provider with the strict proviso it is not a warranty as to accuracy and does not give the Client any qualification or licence to offer any service, goods, or trade resultant from hereto. The Client is under an obligation to verify the veracity of any training information it relies upon commercially. 

4.4 Training does not and will not confer any formal qualification on the Client and any information therein is not intended to replace that of a suitably qualified professional as deemed appropriate. 

 

5. Payment & Title

5.1 No title of goods shall pass to the Client until all goods are paid for in full and title shall remain vested with the Provider until such. Until such time as the property in the goods passes to the Client, the Client shall hold the goods as the Provider’s fiduciary agent and bailee and shall keep the goods separate from those of the Client and or third parties, and properly stored, protected, and insured and identified as the Provider’s property.

5.2 Asper Clause 3.10, the goods and or services shall be levied with the appropriate rate of applicable taxes for any Client residing in the United Kingdom. Note, all Clients agree to pay all applicable local taxes in their own jurisdiction, whereas any Provider invoice will not reflect local taxes due. 

5.3 Given the custom-made nature of the goods, the Client is not entitled to rescind the Agreement once an order has been processed regardless of whether the goods have been dispatched or not. 

5.4 The Provider shall be entitled to recover the invoiced price notwithstanding that property in any of the goods has not passed from the Provider.

5.5 If the Client fails to remit payments or if being a limited company any resolution or petition to wind up the Client (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented of if a receiver, administrator administrative receiver or manager shall be appointed over the whole make payment for the goods in accordance with a contract of sale or commits any other breach of this Agreement or if any distress or execution shall be levied upon any of the Client’s property or the goods or if the Client offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Client or the Client is unable to pay its debts or any part of the Client’s business or assets or if the Client’s shall suffer any analogous proceedings under foreign law or if any such matter as provided for in this clause is reasonably apprehended by the Provider then all sums outstanding in respect of the goods shall become payable immediately.

5.6 The Client may not withhold payment of any invoice or other amount due to the Provider by reason of any right of set-off or counterclaim which the Client may have or allege to have for any reason whatsoever.

 

6. Intellectual Property 

6.1 All patents, copyright, trademarks, design rights, and other intellectual property rights (registered and unregistered) and all content or goods shall remain vested in Provider or its licensors. 

6.2 Unless specifically stated in a Creative Commons licence which may be attached to some consultancy or training material content; you may not copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, make available to the public, or otherwise use said content in any way except for your own personal non-commercial use in line with your trade. 

6.3 The Client acknowledges and agrees the Provider reserves the right to document in any way, at their discretion, the installation and or usage of any machinery, equipment, or method utilised in their consultancy, training, or sales at the Client’s premises and or on the Client’s behalf. The Client further acknowledges and agrees this is necessitated to ensure best practices, to promote our services, and raise sustainability awareness and the Provider may, at their discretion, use said document in any way they deem appropriate to promote good/services. The Provider is not liable for any unauthorised third-party usage of said document.

6.4 The Client acknowledges and accepts that any IP created pursuant to a custom product and mould design vests with the Provider. While the Provider expressly warrants they shall not replicate any custom job (and or its associated IP) for any third party customer; however, they may replicate work(s) that objectively resemble (but are not the same) any work(s) provided for/to a Client.

 

7. Liability 

7.1 The provider excludes, to the fullest extent permissible by law, all liability for damages and direct, indirect, or consequential loss, including pure economic loss, loss of profits, loss of business, business interruption, depletion of goodwill and like loss, or otherwise incurred by you or any other person or organisation and arising out of or in any way connected with the use of our services or goods, whether based on contract, tort, strict liability or otherwise.

7.2 The Client agrees to defend, indemnify, and hold harmless the Provider, the Provider’s affiliates, officers, directors, employees, servants, and agents from and against all claims, liabilities, damages, losses, or expenses, including reasonable legal costs, arising out of or in any way connected with any breach by the Client of this Agreement and or any negligent or reckless act by the Client. 

7.3 Any demonstration, example, diagram, direction, tuition, or supervision by the Provider in the assembly of any goods by the Client is in no way meant to replace professional advice. The Client agrees to defend, indemnify, and hold harmless the Provider, the Provider’s affiliates, officers, directors, employees, servants, and agents from and against all claims, liabilities, damages, losses, or expenses, including reasonable legal costs, arising out of or in any way connected to the assembly of any goods. 

 

8. Data Control 

8.1 The Client is giving the Provider the right to hold and process personal data, including sensitive personal data. The Provider will process your personal data in accordance with the General Data Protection Regulations 2018. The Provider may share data with third parties in accordance with data and privacy policy. The Provider shall remain the data controller of said data. 

 

9. Entire Agreement 

9.1 This Agreement and any documents referred to in this document override any other communication, document or representation made by the Provider, either in writing or verbally. 

9.2 These terms and conditions are the entire understanding between the Parties.

9.3The Client is prohibited from assigning or transferring it or any of the right and obligations under it to a third party. Neither party intends that any of the terms of this agreement will be enforceable by any third party, by virtue of the Contacts (Rights and Third Parties) Act 1999. 

9.4 Failure to enforce any section of this Agreement will not constitute a waiver of any provisions set out in these terms and will not affect the Provider’s rights to enforce that or any other part of the terms. 

9.5 If any provisions of this Agreement are or becomes void, illegal, invalid or unenforceable, that shall not affect the legality, validity or enforceability of any other section(s).

 

10. Confidentiality 

10.1 The Client shall keep in strict confidence all materials and other confidential information concerning consultancy, training, or products which the Client may obtain. 

10.2 The Client is authorised to disclose any such confidential information if required by law, court order, any government or regulatory authority. The Client shall not use any confidential information provided by the Provider for any purpose other than for their personal use including private study or assisting them in carrying out work deliverables. 

 

11. Warranty 

11.1  Where the goods are found to be defective, the Provider shall replace defective goods free of charge within the manufacturer’s warranty period if acceptable from the date of delivery, subject to the following conditions:

a. the Client notifying the Provider in writing immediately upon the defect becoming apparent.

b. the defect being due to faulty design, materials, or workmanship.

c. goods to be repaired or replaced shall be returned to the Provider at the Client’s expense, if requested by the Provider.

d. where the goods have been manufactured and supplied to the Provider by a third party, any warranty granted to the Provider in respect of the goods shall be passed on to the Client and the Client shall have no other remedy against the Provider.

e. the Provider shall be entitled in its absolute discretion to refund the price of the defective goods if the price has already been paid.

 

12. Governing Law & Jurisdiction 

12.1 This Agreement and any dispute or claim arising out of or in connection with it, or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and constructed in accordance with the laws of England and Wales.

 

13. Force Majeure

13.1 The Provider shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of god, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Provider shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Provider considers unreasonable, it may without liability on its part, terminate the contract or any part of it.

 

14. Relationship 

14.1 Nothing contained in this Agreement shall be construed as establishing or implying any partnership or joint venture between the Parties and nothing in these conditions shall be deemed to construe either of the parties as the agent of the other. The contract between the Parties for the sale of goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Client, without the prior written consent of the Provider.

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