Your access to and use of the Xdplax Int'l website is subject to these terms and conditions, and any notices, disclaimers or other terms and conditions or other statements contained on this website (referred to collectively as “terms and conditions”). By using the Xdplax Int'l website, you agree to be subject to the following terms and conditions.

Visitor Responsibility

The information on the Xdplax Int'l website is not intended for distribution to, or use by, any person in any country or jurisdiction where such distribution or use would be contrary to local law or regulation. It is the responsibility of every visitor to this website to ascertain the terms of and comply with any local law or regulation to which they are subject.

Products & Services

Not all products and services referred to on the Xdplax Int'l website are necessarily provided by us. The identification or use of any third-party products, services, websites or networks is not an endorsement of such products, services or websites or networks. The Xdplax Int'l website may allow you to access websites and networks provided by persons other than us via a hypertext or other link.

Xdplax Int'l accepts no responsibility or liability of any kind in respect of any materials on any website or network that is not under our direct control. You acknowledge that your access to such other websites or networks via such a link may require us to provide certain information about you to the proprietor of that website or network.

Nothing in this website is intended to be nor should it be understood by you as being investment advice from or by us.

Third-Party Offerings

The Xdplax Int'l website may contain references to other special offers or promotions by persons who are not part of our group of companies. Subject to any applicable law that cannot be excluded, we make no warranties or representations regarding the quality, accuracy, or fitness for purpose of the goods or services available from these persons. Your obtaining of goods or services from these persons is at your own risk. You indemnify each member of our group of companies against all liability, loss, damage, cost and expense arising from or relating to your obtaining goods or services from a third party referred to on this website.

Market Data

With respect to any market data or other information that we or any third-party service provider display on the Xdplax Int'l website, (a) such data is indicative only and we and any such provider are not responsible or liable if any such data or information is inaccurate or incomplete in any respect; (b) we and any such provider are not responsible or liable for any actions that you take or do not take based on such data or information; and (c) such data or information is proprietary to us and/or any such provider and you are not permitted to re-transmit, redistribute, publish, disclose or display in whole or in part such data or information to third parties except as may be required by any law or regulation.

Privacy

Xdplax Int'l will comply with obligations imposed on us by applicable Data Protection legislation.

Confidentiality

You acknowledge and agree that any instruction or communication transmitted by you or on your behalf via this website is made at your own risk. You authorize us to rely and act on, and treat as fully authorized and binding upon you, any instruction given to Xdplax Int'l that we believe to have been given by you.

Disclaimer

To the maximum extent permitted by law, we will not be liable in any way for any loss or damage suffered by you through use of or access to this website, or our failure to provide this website. Our liability for negligence, breach of contract or contravention of any law as a result of our failure to provide this website or any part of it, or for any problems with this website, which cannot be lawfully excluded, is limited, at our option and to the maximum extent permitted by law, to resupplying this website or any part of it to you, or to paying for the resupply of this website or any part of it to you.

Amendment

Whilst Xdplax Int'l has made every effort to ensure the accuracy of the information on this website, the information given on this website is subject to change without notice. These terms and conditions can be modified at any time by us and you agree to continue to be bound by these terms and conditions as modified. Xdplax Int'l will give you notice of these changes by publishing revised terms and conditions on this website – we will not separately notify you of these changes.

Severability

If the whole or any part of a provision of these terms and conditions are rendered void, unenforceable or illegal in a jurisdiction then that provision or, if permissible, the relevant part of it, will be severed in respect of that jurisdiction. The remainder of the Terms and Conditions will have full force and effect and the enforceability of that provision in any other jurisdiction is not affected. This clause will have no effect if the severance alters the basic nature of the Terms and Conditions or is contrary to public policy.

Intellectual Property

All copyright, database rights, trademarks and other intellectual property rights in the content of the Xdplax Int'l website belongs to us or a third party including our licensors. This content may include names, terms and/or data which may or may not be identified with a symbol identifying it as a name, term or item in which copyright is claimed or a registered trademark is held. The lack of any such symbol should not, under any circumstances, be understood as meaning that the name, term or data is not the intellectual of either Xdplax Int'l or a third-party.

Any third-party intellectual property used by Xdplax Int'l in the content of our website should not be interpreted as meaning that the third-party owner sponsors, endorses or is in any way affiliated with us or with our business, nor that they make any representation regarding the advisability of betting on or trading in our products.

Except where necessary in order to view the information on this website on your browser, or as permitted under English law or these terms and conditions, no information or content on this website may be reproduced, adapted, uploaded to a third-party, linked to, framed, performed in public, distributed or transmitted in any form by any process without our specific written consent.

Notices

Xdplax Int'l may send notices to the email address provided to us by you. It is your responsibility to ensure that you notify us of any change to your email address. Any notice sent by Xdplax Int'l to your email address shall be deemed to have been delivered at the time of sending.

Termination

Xdplax Int'l reserves the right to terminate your use of this website if we determine in our sole discretion that you have breached these terms and conditions.

For Software Development and Consulting services

This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), project, letter of intent or any other document (“SOW”) executed between Xdplax Int'l or any of its affiliates [specifically identified in the SOW] (“Consultant/Consultant”) and Customer, for the purpose of providing professional services (“Services”) or deliverables (“Deliverable”) for software development and consulting.

Payments:

Payment will be made by Customer within 15 days upon receipt of an invoice. In the event there is a delay in payment for more than 5 days from the due date, the Customer shall be liable to pay an interest of 1.5% per month or maximum permitted by applicable law, whichever is less, on the delayed payments from the due date of payment. Consultant shall be relieved of its obligations under this Agreement in the event of non-payment of the Fees or expenses due and shall retain the rights in the Services for which the amount is outstanding. Contractor’s relationship with Company is that of an independent contractor, and nothing in this Agreement will be construed to create a joint partnership, joint venture, agency, or employer-employee relationship.

Approval Process:

Customer will have seven (7) days following receipt of the Services or Deliverable (“Acceptance Period”), to complete acceptance tests as per acceptance criteria agreed in the SOW (“Acceptance Criteria”). If no notice of non-conformance to Acceptance Criteria is reported during Acceptance Period, Deliverables or Services are deemed accepted by the Customer.

Confidentiality:

Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or otherwise agreed in writing.

Intellectual Property Rights:

Customer shall own all right, title and interest in and to the Deliverables. The rights, title and interest in and to the Deliverables shall be granted to the Customer only upon receipt of full payment by the Consultant. To the extent that the Deliverables incorporates Consultant pre-existing intellectual property (“Consultant Pre-existing IP”), and such Consultant Pre-Existing IP are necessarily required for the proper functioning of the Deliverables Consultant grants to Customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Consultant Pre-Existing IP solely along with the Deliverables.

Warranties:

Except as expressly stated in this Agreement, the parties disclaim all warranties of any kind, implied, statutory, or in any communication between them, including without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose.

Limitation of Liability:

The total liability of the parties under this Agreement (whether in contract, tort (including negligence)) shall not exceed the fees paid to Consultant hereunder. The parties disclaim any indirect, special, consequential or incidental damages or loss of revenue or business profits, however caused, even if advised of the possibility of such damages. The foregoing limitations of liability will apply notwithstanding the failure of essential purpose of any limited remedy herein.

Termination:

Either party may terminate the Agreement upon sixty (60) days’ notice to the other party. Either party may terminate this Agreement immediately if the other party breaches the terms of this Agreement and the breach remain uncured for 30 days from the date of receipt of notice. In case of termination, the Consultant shall be paid for the Services provided on a pro-rata basis.