These terms and conditions shall be taken read and construed as an essential term to the service(s) granted (hereinafter referred to as ‘Service’), and shall be deemed to have been accepted by customer (hereinafter referred to as “Customer”) upon his agreement in subscribing any of XANTEC Solutions' (hereinafter referred to as ‘XANTEC) Services and shall therefore be binding on the Customer at all times notwithstanding anything to the contrary herein.
1. Confidentiality
Both parties agree to treat as confidential all information received from the other party which the other party has indicated in writing to be confidential except where such information (a) already exists in the public domain, (b) is independently developed by both parties outside the scope of this Service, or (c) is rightfully obtained from third parties.
2. Non-solicitation
The Customer, including its subsidiaries and other affiliated companies, shall not directly or indirectly solicit for employment, employ or otherwise retain any of the XANTEC Web Developers during the valid terms of the Service and thereafter for a 1-year period from the date of completion of the said Service, unless agreed upon in writing by XANTEC.
3. Limitation of Liability
XANTEC's liability for damages for any cause whatsoever related to the subject matter of this Agreement and regardless of the form of action whether in contract, tort including negligence or otherwise shall be limited to half the Value of Contract set out in this Agreement herein. In no event will XANTEC be liable for any damage caused by the Customer's failure to perform its responsibilities or for any indirect or consequential damages, including, but not limited to, loss of profits, anticipated savings, or for any claim made against the Client by any other party, even if XANTEC has been advised of the possibility of such damages, loss or claim. In addition, XANTEC will not be liable for any damages claimed by the Customer based on any third party claim. XANTEC is not liable for any damages caused by performance or non-performance of machines or programming or non-performance of network and communication equipment or programming, including telecommunication lines and services.
4. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Order if the result from events beyond the reasonable control of either party. For the purpose of this Order, such events shall include, but not limited to, strikes, lockouts, labour disputes, riots, civil disturbances, actions or inaction of government authorities or suppliers, epidemics, wars, embargoes, acts of God, or other catastrophes.
In case of such events, the time for performance required by either party under this Order shall be extended for any period during which the performance is prevented by the event. However, the other party may terminate this Order by notice if such event preventing performance continues for more than thirty (30) days.
5. Disclaimer
XANTEC at all times whether in the past, present or future accepts NO LIABILITY whatsoever whether in contract, tort or otherwise howsoever under any circumstances or legal theory whatsoever and shall NOT indemnify or be liable to indemnify the Customers or any persons whosoever whether in part or in full at any time and in any circumstances whatsoever for any and/or all of the following: -
- Any loss of business, profits, contracts or revenue suffered by the Customers or any damage caused arising directly or indirectly in connection with Customer's reliance on XANTEC's Service;
- For any loss of business, profits or goodwill, loss of use or data, interruption of business or for any indirect, special, incidental or consequential damages of any character, even if there is risk of such damages whilst conducting the Service by the XANTEC Support Specialists.
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