General Terms & Conditions

The following definitions and rules of interpretation apply in the Contract:

Additional Charges shall have the meaning given to it in clause 5.6;

Affiliate shall mean in relation to any company, another company: (a) which it Controls; or (b) which Controls it; or (c) which in turn is Controlled by a company which also Controls it; where “Control” means to own, directly or indirectly, more than fifty per cent (50%) of the issued and outstanding voting stock;

Aggregated Statistics means data and information related to Customer’s use of the Licensed Software that is used by Dax in an aggregate and anonymised manner, including to compile statistical and performance information related to the provision and operation of the Licensed Software;

Background Intellectual Property Rights shall mean such Intellectual Property Rights which existed prior to the Parties entering into the Contract, or which is developed or acquired by the relevant Party independently of the Contract.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Scotland, and “day” shall mean a calendar day;

Charges means the charges payable by the Customer under this Contract in accordance with the Order and clause 5 below;

Commencement Date has the meaning given in clause 2.1;

Consequential Loss means (a) consequential or indirect losses under applicable law; and (b) loss and/or deferral of production, loss of product, loss of use, loss of business opportunity, loss of contract, loss of revenue, profit or anticipated profit (if any), loss of information, business interruption or loss of, damage to, or corruption of data, and other like risks in each case whether direct or indirect to the extent these are not included in (a), in each case arising out of, relating to or in connection with the performance or non-performance of the Agreement and whether or not foreseeable at the Commencement Date;

Contract means the contract between Dax and the Customer for the provision of Deliverables in accordance with the Order, the General Terms and Conditions, and any other applicable terms as set out in the Order;

Co-Venturer means any other entity with whom the Customer is or may be from time to time a party to a joint operating agreement or unitisation agreement or any other similar agreement in respect of which Services and/or Licensed Software are utilised;

Customer means the person or firm who purchases Services from Dax as narrated in the Order;

Customer Default means has the meaning set out in clause 4.2;

Customer Group means the Customer, its Co-Venturers (if any), its contractors, its and their respective Affiliates and its and their respective directors, officers and employees (including agency personnel) and agents but shall not include any member of Dax Group;

Data Protection Laws means all laws that relate to data protection, the use of information relating to individuals, and/or the information rights of individuals and all laws implementing them, in each case as may be replaced, extended or amended, including, without limitation, the General Data Protection Regulation (EU) 2016/679;

Dax means DAX Group Holdings Ltd. (SC811148) a company incorporated under the laws of Scotland with its registered office at Strathy, Ardgill, Newburgh, Ellon, Scotland, AB41 6BA;

Dax Group means Dax, its subcontractors (if any), its and their Affiliates, its and their respective directors, officers and employees (including agency personnel) and agents but shall not include any member of the Customer Group;

Dax Materials shall have the meaning given to it in clause 4.1(g);

Deliverables means the Services and/or Licensed Software to be provided by Dax to the Customer as set out in the Order;

Force Majeure Event means any circumstances beyond the reasonable control of the affected party including, by way of example but not by way of limitation, acts of God, acts of government, acts of war (declared or otherwise), terrorism or threats of terrorism, hostilities, riot, civil commotion or unrest, military action, insurrection, fire, flood, storm, epidemic or pandemic, explosion, embargo, criminal acts of third parties, strikes or other labour disturbances;

General Terms and Conditions means these terms and conditions as amended from time to time;

Intellectual Property Rights means  patents, rights to inventions, copyright and related rights, moral rights, trade marks and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), Aggregated Statistics, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals on extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Licensed Software means any software product licensed to the Customer by Dax as set out in the Order;

Order means the offer to provide Services and/or Licensed Software by Dax and the Customer’s written acceptance of such order form which may include by way of a Customer purchase order;

Service means any service, including the Deliverables but always excluding the Licensed Software, supplied by Dax to the Customer as set out in the Order;

Service Terms and Conditions means the terms and conditions governing any Service provided by Dax to the Customer, as described in the Order;

Software Licence means the terms and conditions governing the provision of any software provided by Dax to the Customer, as described in the Order;

Specification means the description or specification of the Services and/or Licensed Software in the Order; and

Worksite means any place where the Services are provided other than the premises of Dax.