Name: yperochí Limited
Address: Platts Eyot, Lower Sunbury Road, Hampton, TW12 2HF, United Kingdom
Telephone: +44 3301 330317
Price range: Pound sterling

a) Thank you for choosing Yperochí Ltd. Please read these terms and conditions (‘Terms’) carefully as they contain important information regarding the legal rights, remedies and obligations with respect to the use of www.yperochi.com (collectively, the “Company”, the “website”, “yperochí”), including but not limited to various limitations, exclusions, and indemnities.

b) As used in these Terms and the website, (“we”, “our”, “us”) refer to www.yperochi.com and/or its affiliates and associates.

c) These Terms shall apply to all agreed services including advise, guidance, auditing, inspection, testing, consultation, information, deliveries, certification follow-up and the like, and to auxiliary services and other subsidiary contractual obligations and/or other services provided by Yperochí for all business transactions between Yperochí and you (the “Client”, “customer”, “you”) who purchases Yperochí services (“Service”).

d) The Client, when placing or confirming an order with Yperochí, accepting an offer from Yperochí, or accepting a delivery of services from Yperochí, recognises that these Terms shall apply to the contract between the Yperochí and the Client for the supply of Yperochí services in accordance with these Terms (“Contract”) to the exclusions of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Terms shall also be applicable to all Yperochí services to be performed under or in connection with any Contract.

e) By accessing or using the website, the content and service available through it, you signify that you have read, understand and agree to be bound by these Terms and by any additional terms that govern use of our service.

f) No terms and conditions of the Client shall form part of any contract or order between Yperochí and the Client even if they are not further repudiated by Yperochí.

g) If there is any part of the Terms that you do not agree to, you may not use, and must cease using, the website.

Yperochí treats all customers’ information in accordance with the May 25, 2018 GDPR complaints. Please review our [
Privacy Policy
] for more details on the information we may collect, why we collect them, how the information is used, your rights and the third party agents we may share your information with.

a) Yperochí is a London-based company that helps enterprises globally plan their investments and deliver or manage critical applications to improve their business performance.

b) The website is owned and managed by Yperochí and registered in the United Kingdom with the registration number 11310546.

a) The website is made available on an “AS IS” basis with no representation or warranty with respect to their functionality or availability and with no guarantee that they are complete, accurate, or timely nor any guarantee regarding any results you or others may obtain from their use. Access to all or parts of any of the website may be suspended at any time without notice.

b) Yperochí is constantly looking for new ways to improve this website and if the need arises, we may suspend access to the website. Accordingly, some of the material on the website may be out of date at any given time and, except as required by law, we are under no obligation to update such material.

a) An order constitutes an offer by the Client to purchase Yperochí services in accordance with these Terms.

b) The order shall only be deemed to be accepted when Yperochí issues written acceptance of the order at which point and on which date a Contract shall come into existence.

c) The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Yperochí which is not set out in the Contract.

d) Any samples, drawings, descriptive matter or advertising issued by Yperochí, and any descriptions or illustrations contained in the Yperochí catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Yperochí services described in them. They shall not form part of the Contract or have any contractual force.

e) Any quotation given by Yperochí shall not constitute an offer, and is only valid for a period of 3 months from its date of issue.

f) Offers made by Yperochí, particularly with regard to scope, implementation, prices and time limits, shall remain conditional and shall not be binding on Yperochí until the execution of the Contract or Yperochí’s written confirmation of its acceptance of the client's order, regardless of whether the client's order is made based on Yperochí's previous offer or not.

a) Yperochí shall supply the Yperochí service to the Client in accordance with the “Specification” (the description or specification of the Yperochí service provided in writing by Yperochí to the Client) in all material respects.

b) Yperochí shall have the right to make any changes to the Yperochí service which is necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Yperochí services, and Yperochí shall notify the Client in any such event.

a) If no fixed price was agreed upon in advance for a Contract, tests, appraisals, evaluation of external test report(s) for certification, audits, information with regard to standards and statutory requirements or other Yperochí services will be charged at cost incurred. The cost incurred is to be calculated based on the hourly rate of the employee assigned to render such Yperochí services and the time of this employee spent on rendering such Yperochí services. The costs charged for travelling time are calculated in the same way and at the same rate as that of the employee for rendering such Yperochí Services. If the Yperochí services are charged based on time required, the total time spent by all employees for such Yperochí services will be charged.

b) In addition to the foregoing fees, when participating in Yperochí certification systems for the issuance of a certificate or license, additional fees for certification services as well as fees for licenses and storage will be billed.

c) If, upon the Client's request, Yperochí services are rendered outside of normal working hours, Yperochí may demand a surcharge on the applicable hourly rate or the fixed price, whichever is applicable. If the Client wishes to have the services rendered at short notice, (e.g. testing has to be carried out within a period of time that is considerably shorter than the period stated in the relevant Contract), a special appointment surcharge of 50% will be added based on the applicable hourly rate or the fixed price, whichever is applicable.

d) The prices quoted do not include value-added tax (“VAT”). VAT will be charged in accordance with the currently applicable legal provisions and shown separately on the invoice.

e) Invoices will be made out reflecting the progress of the work:

(i) Yperochí will invoice all EU clients up to 50% of the value of the project on receipt of a purchase order. This will be in the form of a down-payment invoice for immediate payment for new clients and those without an agreed credit account. In this case work will not commence until payment has been received. Clients with an agreed credit account shall make payment within 30days of the date of the down-payment invoice.

(ii) Yperochí will invoice Non EU clients for up to 100% of the value of the project on receipt of the purchase order.

f) No detailed statement of services rendered will be provided with the invoice if fixed prices were agreed upon. All invoice amounts shall be due for payment without deduction on receipt of the invoice. No discounts will be granted on invoices.

g) If the account of Yperochí as specified on the invoice is not credited with the invoice amount within 30 days from the date of invoice, we shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current base rate of our bank accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.

h) The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Yperochí in order to justify withholding payment of any such amount in whole or in part.

i) Yperochí may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Yperochí to the Client.

j) Objections to the invoices of Yperochí shall be submitted in writing within two weeks from receipt of the invoice.

k) In the event that a debt remains unpaid and there is no dispute over the payment, the client will be deemed in default of payment. In this case Yperochí will take the necessary measures to recover the outstanding debt.

l) If a Contract is cancelled more than 7 days after receipt of a purchase order and prior to commencement of testing, Yperochí is entitled to demand from the Client a cancellation fee up to ten per cent of the Contract price, but not more than GBP 500 to cover administrative expenses. In addition all non-recoverable expenses already incurred need to be carried by the Client in case of cancellation of a Contract.

m) In the event that a Contract is dormant for a period of 4 months due to non-delivery of materials or information from the Client, Yperochí reserves the right to terminate the Contract and invoice the Client for all costs incurred to date. The project may subsequently be re-opened subject to a review of costs, issue of a new quotation and receipt of a new purchase order where appropriate.

n) No extension or variation of payment terms or other settlements of debt shall be allowed without specific written authorisation by the Managing Director of Yperochí.

o) If the Client fails to pay any amount due, Yperochí may, without prejudice to any other rights or remedies it may have, without notice to the Client, suspend all or any Yperochí services.

p) Annual certification maintenance fees will be charged to Clients who hold certifications, based on the number of products and types of certifications. Annual maintenance fees are charged and invoiced separately from other fees. If a client intends to cancel a certificate it needs to be communicated to Yperochí in writing at least 3 months before the renewal date for such certificate.

The performance times and deadlines agreed in a Contract are only estimates of the extent of the work based on particulars supplied by the Client and are not of the essence. They shall be binding on Yperochí only if Yperochí has expressed its written confirmation that they are binding.

a. The Client shall:

i. guarantee that all cooperation required of him, his agents or third parties will be provided in good time, in a timely manner, and at no cost to us;

ii. ensure that the terms of the purchase order and any information it provides in the Specification are complete and accurate; and

iii. provide Yperochí with such information and materials as Yperochí may reasonably require in order to supply the Yperochí services, and ensure that such information is accurate in all material respects.

b. Design documents, supplies, auxiliary staff, etc necessary for cooperation with Yperochí in the performance of the Yperochí services shall be made available free of charge by the Client. Moreover, the co-operative acts of the Client, his agents, staffs or any other third parties must comply with all applicable law, standards, safety regulations and accident prevention rules applicable in each case.

c. The Client shall bear any additional costs incurred on account of work having to be redone or being delayed as a result of tardy, incorrect or incomplete information or lack of proper co-operation. Even where a fixed or maximum price is agreed, Yperochí shall be entitled to charge extra fees for such additional costs and expenses.

d. If our performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default) Yperochí shall without limiting its other rights or remedies have the right to suspend performance of the Yperochí services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Yperochí's performance of any of its obligations.

a. Each party shall keep and procure to be kept secret and confidential; any confidential Information belonging to the other party disclosed as a result of the relationship of the parties under this Agreement and shall not use nor disclose the same save as envisaged in this Agreement. Where disclosure is made to any employee, consultant or agent, it shall be done subject to obligations equivalent to those set out in this clause 10 and each party shall be responsible to the other in respect of any disclosure or use of such secret or confidential information by a person to whom disclosure is made.

b. The obligations of confidentiality in this clause 10 shall not extend to any matter which is in or becomes part of the public domain otherwise than by reason of a breach of the obligations of confidentiality in this Agreement or which either party can show was in its written records prior to the date of disclosure of the same by the other party under this Agreement or which it receives from a third party independently entitled to disclose it or which it is required by law or regulatory authority to disclose. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.

c. Confidential Information means all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to a party by the other party, its employees, agents or subcontractors, and any other confidential information concerning a party’s business or its products or its services. Each party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Contract.

a. All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world (“Intellectual Property Rights”) in or arising out of or in connection with the Yperochí services including in any reports and calculations produced by Yperochí and/or any member of the Yperochí Group shall be owned by Yperochí or the Yperochí Group.

b. Any reports, calculations and/or other materials produced in connection with the Yperochí services may be used by the Client only for agreed and intended purposes under the relevant Contract.

a. Yperochí or the appropriate affiliate of Yperochí will determine that the relevant certification standards have been met. Yperochí or its affiliates will authorise the use of the appropriate certification mark and, if applicable, the certification will be entered in the appropriate list or register.

b. Certification marks may only be used by Clients in strict compliance with the relevant standards issued by Yperochí its affiliates and/or any other certification body, unless and until expressly authorised in writing by Yperochí or its affiliates and then only in the form and manner specified.

c. The Client’s failure to use the certification marks in strict compliance with the relevant regulations issued by Yperochí and/or any other certification body, or the Client’s failure to pay fees due to Yperochí, may result in the cancellation without notice of the certification(s) issued by Yperochí or its affiliates or any other certification body. In addition, in the event of an infringement of the certification marks by the Client, the Client agrees that Yperochí and its affiliates are entitled to seek injunctive relief, without the requirement to post a bond, to protect their rights in the certification marks.

The Client shall insure that products receiving certifications are manufactured in conformity with all applicable laws, standards and requirements pertaining thereto. The Client’s compliance with this requirement may, in appropriate cases, be established by Yperochí, Yperochí’s affiliates or their representatives, by means of inspections of the manufacturing facilities of the Client, in accordance with established procedures or as otherwise determined by Yperochí or Yperochí’s affiliates. The Client shall grant to Yperochí, its affiliates or their representatives free access at all reasonable times to such facilities of the Client as engage in the manufacture, distribution or servicing of the products, as well as to all relevant production processes, as is required to establish that the Client is in compliance with the applicable standards. All costs of such inspections shall be borne by the Client.

Reports and work product generated by Yperochí or its affiliates and subsidiaries shall be examined by the Client within five (5) business days beginning on the date of delivery to the Client. The Yperochí services shall be deemed to be accepted unless a written notice describing the deficiency is received by Yperochí within five (5) business days beginning on the date of delivery to the Client. Any part of the Yperochí services ordered by the Client which is complete in itself may be presented by Yperochí or its affiliates for acceptance as an instalment.

a. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

i. the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing of the breach;

ii. the other party suffers an Insolvency Event which means any one or more of (1) a notice being issued to propose a resolution for winding up or dissolution, or such a resolution being passed; (2) a petition for a winding up or an administration or bankruptcy order being presented, or such an order being made; (3) any steps being taken with a view to a voluntary arrangement or other assignment, composition or arrangement with all or any creditors or any moratorium, readjustment, rescheduling, forgiveness or deferral of all or any indebtedness; (4) suspension of payments to all or any creditors and/or ceasing business; (5) an encumbrance taking possession of all or any assets of a party; (6) an administrator or receiver being appointed over a party or all or any of its assets; (7) any action anywhere similar or analogous to any of the foregoing; (8) the other party having reasonable grounds for believing that any of the foregoing is imminent. For the avoidance of doubt if any of the foregoing occurs in relation to a partner in any of the parties hereto it shall be deemed to occur in relation to that party.

iii. Without limiting its other rights or remedies, Yperochí may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.

iv. Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 3 months' written notice.

v. In the event of a suspension of performance Yperochí shall be entitled, as a condition of resuming performance, to require pre-payment, or such security as it may require.

a. On termination of the Contract for any reason:

i. the Client shall immediately pay to Yperochí all of Yperochí outstanding unpaid invoices and interest and, in respect of Yperochí Services supplied but for which no invoice has been submitted, Yperochí shall submit an invoice, which shall be payable by the Client immediately on receipt;

ii. the Client shall return all of the materials that belong to Yperochí. If the Client fails to do so, then Yperochí may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

iii. the accrued rights, remedies, obligations and liabilities of either party as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

iv. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

a. Yperochí warrants that Yperochí’s Services shall be performed in accordance with the applicable testing and certification standards and in a workman-like manner by qualified personnel.

b. Subject to clause 17.0h, Yperochí shall not be liable under any circumstances to the Client and/or any other person if:

i. Yperochí’s Services or work products prepared in connection with Yperochí’s Services are used other than for the intended purpose;

ii. any report prepared by Yperochí was subsequently modified without Yperochí’s written consent; and/or

iii. the Client did not disclose to Yperochí all material facts known to the Client with respect to object of the services.

c. Except as provided for in these Terms all warranties, representations, conditions and other terms implied by statute or common law, with respect to Yperochí’s Services or any of its agents, subsidiaries, affiliates or subcontractors are, to the fullest extent permitted by law, excluded from the Contract.

d. Subject to clause 17.0h, the Client may not bring any action arising out of or in connection with any transaction covered by these Terms and Conditions unless such action is commenced within one year after the cause of action has accrued.

e. Subject to clause 17.0h, the liability of Yperochí and the Yperochí affiliates hereunder is expressly limited to direct damages incurred with respect to Yperochí’s Services.

f. Subject to clause 17.0h, in no event shall Yperochí be liable to the Client in contract, tort (including without limitation negligence), breach of statutory duty and/or otherwise for economic loss, loss of business opportunity, loss of revenue, loss of profits, additional expenses incurred, indirect, special, exemplary, punitive, incidental or consequential loss.

g. Subject to clause 17.0h, the liability of Yperochí and the Yperochí affiliates, their employees, agents, managerial staff and constituent bodies, for all other losses arising under or in connection with the Contract, whether pursuant to a claim in contract, tort (including negligence), breach of statutory duty or otherwise shall in all events be limited to a total of one million pounds (£1,000,000) in aggregate.

h. Nothing in these Terms and Conditions shall limit or exclude Yperochí’s liability for:

i. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

ii. fraud or fraudulent misrepresentation; or

iii. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

The Client shall indemnify and hold harmless Yperochí and Yperochí’s officers, directors, employees, affiliates, suppliers and agents (each a “Yperochí Indemnified Person”) against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments of any kind whatsoever (including all reasonable legal and attorney’s fees and expenses) to which a Yperochí Indemnified Person may become subject arising out of claims by anyone including but not limited to Client’s customers or any third party related to or arising out of any breach by Client of any provision of the Contract or the Certification and Testing Regulations or any misrepresentation made by it.

a) The Contract 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), is governed by the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

b) The place of performance shall be the place where the agreed services are to be performed, or otherwise the registered office of Yperochí in the United Kingdom.

c) Any amendments and/or additions to a Contract must be in writing and agreed by Yperochí and the Client.

d) Yperochí shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Yperochí including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Yperochí or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

e) If the Force Majeure Event prevents Yperochí from providing any of the Yperochí services for more than 4 weeks, Yperochí shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

f) Yperochí may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

g) The Client shall not, without the prior written consent of Yperochí, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

h) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

i) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

j) Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

k) A person who is not a party to the Contract shall not have any rights under or in connection with it.

If a provision (or part of any provision) of the Contract (including the Terms) is found to be invalid, illegal or unenforceable by a court or other competent authority that that provision or part provision shall, to the extent required, be deemed deleted, and all other terms and provisions or unaffected parts thereof or any other part thereof shall remain valid and enforceable.

a) The website may contain functionality that permits you to comment on articles; share materials; provide ideas, proposals, suggestions (“Feedback”); or otherwise make available certain materials through or in connection with your use of the website (collectively, “Submission”).

b) If you choose to make publicly available any of your personally identifiable or other information through the website (for example through posting a comment or other form of Submission), you do so at your own risk. You will also comply with all relevant requirements set out in these Terms when making a Submission.

c) You acknowledge and agree that your Submission is not confidential; that your provision of Submission is gratuitous, unsolicited and without restriction; and that the provision of any Submission does not place yperochí under any fiduciary or other obligation.

d) yperochí may (but have no obligation to) monitor, evaluate, alter or remove Submission before or after they appear on the site. However, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Submission.

Yperochí may monitor use of the website from time to time but have no obligation to do so. If and when we do, it will be done in accordance with applicable law.

You will use the website only for lawful purposes. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will immediately notify us via this contact form and provide us with assistance, as requested, to stop or remedy such violation.

1. In using the website, you must not:

a) Post, transmit or otherwise make available through the website any materials that are or may be:

i. threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others;

ii. defamatory, libellous, fraudulent or otherwise tortuous;

iii. obscene, indecent, pornographic or otherwise objectionable; or

iv. potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment, such as a virus, worm, Trojan horse, Easter Egg, time bomb, spyware or other computer code, file or program (each, a “Virus”).

b) Post, transmit, or otherwise make available through the website any material protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

c) Use the website for any commercial purpose or otherwise use the website for processing data or other information on behalf of any third party.

d) Use the website for any purpose that is fraudulent or otherwise tortuous or unlawful.

e) Interfere with or disrupt the operation of the website or the servers or networks used to make the website available, including by hacking or defacing any portion of any of the website; or violate any requirement, procedure or policy of such servers or networks.

f) Restrict or inhibit any other person from using the website.

g) Create or share content without first obtaining any necessary permission from third parties or otherwise use the website to post or transmit any information that you do not have the right to provide; that would violate any applicable law or regulation; or that would violate, infringe or misappropriate any third party right or interest.

h) Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the website except as expressly authorised herein, without our express prior written consent.

i) Reverse engineer, decompile or disassemble any portion of any of the website, except where such restriction is expressly prohibited by applicable law.

j) Remove or alter any copyright, trademark or other proprietary rights notice on the website or content you access via the website.

k) Frame or mirror any portion of the website, or otherwise incorporate any portion of the website into any product or service, without our express prior written consent.

l) Systematically download and store websites’ content.

m) Use any robot, spider, website search/retrieval application or other manual or automatic device to:

i. retrieve, index, “scrape,” “data mine” or otherwise gather content from the website,

ii. reproduce or circumvent the navigational structure or presentation of the website, or

iii. Harvest or collect information about users of the website without our express prior written consent.

2. If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the website or take any other steps we consider appropriate.

a) As an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old.

b) If you are using the website on behalf of a corporation or other organisation, you represent and warrant that you have the ability to agree to these Terms on behalf of such organisation and all references to "you" throughout these Terms will include such organisation, jointly and severally with you personally.

c) You represent and warrant that:

i. you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and

ii. you are not listed on any U.S. Government list of prohibited or restricted parties. If any applicable law, rule or regulation prohibits you to access the website, you may not access them. If you nevertheless access or use the website, you will still be bound to these Terms and shall have all the obligations, responsibilities and liabilities as if you were eligible to do so.

Certain features of the website are available only to Registered Users. Current examples include access to premium content, reading lists, and any on-site commenting or collaboration activities. Additional features may be made available to Registered Users over time.

i. To register, you will need to provide certain information about yourself or organization you represent and create a username and password. This combination of information (“Account”) will be your Account as a Registered User.

ii. Registrations may be accepted, rejected or cancelled by us at any time and for any reason. If your registration is cancelled, you will continue to have access to the website. However, you will no longer have access to features available only to Registered Users.

i. If you choose to register with the Company and become a Registered User, you agree you are solely responsible for your Account and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission.

ii. In becoming a Registered User, you also agree to:

• provide true, current, accurate and complete information about yourself as requested by us from time to time and notify us promptly of any changes to your information so that your Account information is current, complete and accurate;

• maintain the confidentiality and security of your Account, including your username and password;

• notify us immediately of any unauthorised use of your Account, Account password, or service provided through your Account, as well as any breach of security with respect to your Account, Account password, or service provided through it; and

• Assist us, if and as we request, to stop or remedy any breach of security related to your Account.

Yperochí’s privacy statement explains how we protect and use your information; the Registered User section of the Privacy statement explains additional information we collect and additional uses of information about Registered Users.

Yperochí may, in our sole discretion, suspend, restrict or terminate your use of the website (including your Account, if you are a Registered User), effective at any time, without notice to you, for any reason, including because the operation or efficiency of the website or our or any third party's equipment or network is impaired by your use of the website; we have received a third party complaint which relates to your use or misuse of the website; or you have been or are in breach of any term or condition of these Terms. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Websites.

i. Except where expressly stated otherwise, all right, title, and interest in and to the website and all Content, source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of the website (collectively, "Our Content") are (a) fully vested in us, our licensors, or our suppliers and (b) protected by applicable copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws.

ii. You agree that access and use of Our Content is subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the website or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the website as set out in these Terms.

iii. Unless otherwise expressly authorised by us in writing, you agree not to:

• copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content;

• remove any proprietary notices or labels on or in Our Content; or

• allow any other person or entity to engage in any of the foregoing.

You represent and warrant that you have all rights necessary to grant the licenses referred to in these Terms. You further represent and warrant that your Submissions are i. complete and accurate and

ii. not fraudulent, tortuous, or otherwise in violation of any applicable law or any right of any third party. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

i. Yperochí does not claim ownership of your Submissions; however, you agree that by posting, uploading, inputting, providing, submitting, entering, or otherwise transmitting your Submissions to us or any third party using the website:

ii. You have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable and fully sub-licensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyse, exploit and practice any comment or submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials);

• You confirm, represent and warrant to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to your Submissions set out above;

• You acknowledge and agree that the technical processing and transmission of the websites, including your Submissions, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that your Submission may be subject to "caching" or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

If you deactivate the Account to which your Submission are connected, you acknowledge and agree that we may retain a copy or copies of same for archival or compliance purposes or to otherwise provide the website to you or others, subject always to your license to us, set out above, and to our Privacy policy.

a) Yperochí does not have any obligation to censor or review any of your Submission, to censor or review any Third-Party Content, or to monitor use of the website. However, you agree that we may, without notice or liability, disclose to third parties any of your information or your Submission; monitor use of the website; and monitor, review, and retain your Submission if we believe in good faith that such activity is reasonably necessary to provide the website to customers, monitor adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others.

b) If we receive a complaint relating to your use of the website, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, and/or remove your Submission from our servers.

a) The website may contain links to websites and other materials made available by third parties (collectively, "Third Party Content"). If you use such functionality, you are directing us to access, route and transmit to you the applicable Third Party Content.

b) Third Party Content may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the website or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the website as set out in these Terms.

c) We neither control nor endorse, nor are responsible for, any Third Party Content and we make no representations or warranties with respect to them. The availability of any Third Party Content through the website does not imply the endorsement of, or affiliation with, any provider of such website or materials. Your use of any Third Party Content is at your own risk and is subject to any terms, conditions and policies applicable to them (such as terms of service or privacy policies of the providers of the Third Party Content).

You may not use “yperochí” trade name, trademarks, service marks, logos or designs, or any other mark held by yperochí, in connection with any service that is not of any yperochí in any manner that is likely to cause confusion. Nothing contained on the website should be construed as granting any right to use any trade names, trademarks, service marks, logos or designs without the express prior written consent of the owner.

The website may include open source components, which are licensed for use and distribution by us under applicable open source licenses. Use of these open source components is governed by and subject to the Terms and conditions of the applicable open source license.

Yperochí makes no representations or warranties about the website, which is provided “as is”. To the maximum extent permitted by law, we exclude all implied warranties regarding the site, including without limitation, the warranties of merchantability, fitness for purpose, title, and non-infringement.

i. The website is provided for information purposes only and, to the maximum extent permitted by applicable law, yperochí Ltd excludes all liability for any loss or damage of whatever kind and however arising in connection with your use of or inability to use, the website and any service you obtain via the website.

ii. You acknowledge and accept that use of the website is subject to the risks inherent in any connection and transmission on the internet, particularly in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, neither yperochí nor any yperochí Parties are liable to you in any circumstances for any losses or damages caused by disruption or failure of internet networks or for any interruptions to or restrictions on the accessibility of the Websites arising for any reason, including, but not limited to, by reason of a virus, security related vulnerability, or technical or operational failure of any nature.

iii. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE YPEROCHÍ PARTIES DISCLAIM ALL LIABILITY AND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF.

iv. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE YPEROCHÍ PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ERRORS OR OMISSIONS IN THE WEBSITE; ANY INFORMATION MADE AVAILABLE THROUGH THEM; ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE WEBSITE OR THE INFORMATION MADE AVAILABLE THROUGH THEM; OR FOR ANY LOSS OR DAMAGES - INCLUDING CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES - THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ANY INFORMATION OR MATERIALS OBTAINED BY YOU VIA OR IN CONNECTION WITH THE WEBSITE.

a) To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify, and hold yperochí Ltd, its third parties and their insurers harmless from and against any action, proceedings, claims, causes of action, demand, debts, losses, damages, charges and costs, including reasonable legal costs and/or any amount paid to settle any action or to satisfy a judgement and expenses of any kind and character whatsoever incurred by us relating to or arising from any content or information posted or transmitted by you using the website or otherwise arising out of your use of the website or use of the website by any third party who is given or gains access to the website due to your action or inaction. Your indemnification obligation to the yperochí Ltd and its parties includes but not limited to any instance where one or more of your submissions (i) infringes any Third Party Content or other third-party intellectual property rights, or (ii) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.

b. The yperochí Ltd Parties have the right at any time to forego the indemnification and assume the defence of any claim. Notwithstanding the foregoing, it is not the intent of the yperochí Ltd or its parties to affect the rights of the yperochí Parties or their insurers to assume the defence or settlement of any claim against any yperochí Party for which insurance coverage is sought under any applicable insurance policy.

a. The websites and all information provided to you via the websites is provided “as is” and “as available.” To the maximum extent permitted by applicable law, we disclaim all express, implied, and statutory warranties with respect to the same, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, non-interference, error-free service, and uninterrupted service. Yperochí neither represents nor warrants that the website, services and content provided through the website, or software or information downloaded from the website will be accurate, current, uninterrupted, error-free, omission-free, or free from viruses or other harmful components.

b. BY MAKING AVAILABLE THE WEBSITES, YPEROCHÍ LTD IS NOT MAKING AN OFFER OF ANY FINANCIAL, TAX, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL SERVICES OR GOODS, AND NONE OF THE INFORMATION PRESENTED ON THE WEBSITES SHOULD BE CONSTRUED AS LEGAL, TAX, ACCOUNTING OR ANY OTHER PROFESSIONAL ADVICE OR SERVICE.

c. Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.

Yperochí reserves the right to amend these Terms at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. The latest, fully-amended version of these Terms will be published on the website. You are responsible for regularly reviewing the website to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate the agreement between you and us regarding the use of the websites as set out in these Terms. If you continue to use the websites after the effective date of any amendment, you will be conclusively deemed to have accepted such amended version of these Terms.

Without limiting any of our rights, we may suspend, restrict or terminate your use of the websites without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the Terms, including but not limited to any of your responsibilities as set out above.

Your use of the website, and the content and features accessed through them, constitutes your agreement to these Terms; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.

In these Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, (ii) the word "including", the word "includes" and the phrase "such as", when following a general statement or term (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word "or" between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to website addresses or URLs will also include any successor or replacement website containing substantially similar information as the referenced websites(s).

If you do not comply with these Terms, and we do not take action immediately, this does not mean we are giving up any rights that we may have (such as taking action in the future).

Any cause of action you may have with respect to these Terms or the websites must be commenced within one year after the claim or cause of action arose, or it will be barred.

Any notice, consent, waiver, approval, authorisation or other communication to be delivered in connection with these Terms:

i. by us to you will be deemed to have been effectively and validly given if delivered or sent to any of the contact particulars then listed in your Account;

ii. by you to us will be deemed to have been effectively and validly given only if in writing and delivered or submitted via this contact form

Yperochí may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms or use of the Websites.

Neither party will be responsible for a failure to fulfil its obligations under these Terms or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.

Any controversy or claim arising out of or related to the Terms of Use shall be governed by French law. The Commercial Court of the UK will have exclusive jurisdiction. If any provision of these Terms of Use is held by a court to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Information that you send to us in electronic form may not be secure and will not be treated as privileged or confidential.

These Terms, as amended from time to time, including any and all documents, website, rules, Terms and policies referenced herein, including but not limited to the Privacy statement, constitutes the entire agreement between us and you with respect to your use of the website.

Yperochí reserves the right to change the Terms of Use under which this website is offered at any time and without notice. You will be automatically bound by these modifications when you use this site, and should periodically read the Terms of Use.

yperochí Limited

Lower Sunbury Road, Hampton, United Kingdom

+44 3301 330317

help@yperochi.com

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Terms and Conditions of Use

1.0 INTRODUCTION

2.0 PRIVACY POLICY

3.0 ABOUT YPEROCHÍ

4.0 CHANGES TO AND AVAILABILITY OF THE WEBSITE

5.0 BASIS OF CONTRACT

6. SUPPLY OF SERVICES

6. SUPPLY OF SERVICES

7.0 INVOICING AND TERMS OF PAYMENT

8.0 PERFORMANCE TIMES AND DEADLINES

9.0 COOPERATION

10.0 CONFIDENTIALITY

11.0 INTELLECTUAL PROPERTY RIGHTS

12.0 USE OF CERTIFICATION MARKS

13.0 INSPECTIONS AND PRODUCTION CONTROLS

14.0 ACCEPTANCE OF SERVICES

15. TERMINATION

16.0 CONSEQUENCE OF TERMINATION

17.0 WARRANTY AND LIMITATION OF LIABILITY

18.0 INDEMNIFICATION

19.0 OTHER PROVISIONS

20.0 SEVERANCE

21.0 SUBMISSIONS, INCLUDING COMMENTS AND FEEDBACK

22.0 Monitoring

23.0 Your responsibilities

a. Acceptable conduct

b. Prohibited conduct

24.0 Requirements to Use the website

25.0 REGISTRATION

a. Features

b. How to register

c. Responsibilities of Registered Users

d. Privacy of Registered Users

26.0 TERMINATION

27.0 INTELLECTUAL PROPERTY

a) Our Content

b. Your Content

c. Ownership

28.0 DEACTIVATION

29.0 COMPLIANCE AND COMPLAINTS

30.0 Third-Party Content

31.0 Trade and Service Marks

32.0 Open Source

33.0 Liability and Warranties

a) Warranties

b) Limitation of Liability

34.0 Indemnification

35.0 Disclaimers and Assumptions of Risk

36.0 OTHER LEGAL PROVISIONS

a) Terms update

b) Our Remedies

c) Enforceability

d) Interpretation

e. No implied waiver

f. Limitation Period

g. NOTICES

h. ASSIGNMENT

i. RELATIONSHIP

j. FORCE MAJEURE

k. SEVERABILITY

37.0 ELECTRONIC COMMUNICATIONS

38.0 Entire Agreement

39.0 Modifications of the Terms of Use

40.0 Contact us

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