Professional Services Terms and Conditions

Some helpful info. & our General Terms & Conditions

Here is some general guidance on all our Workshops, Sessions, and Programs, along with (below) our general terms & conditions (the fine print) that apply to the delivery of all our work, our site & any purchases made with us.

We work together with our clients in the following formats:

1-1 Mentoring Sessions

Bespoke sessions that focus into key areas of our client’s businesses, 60 minute blocks via zoom*.

Group Mastermind Sessions

Focusing on sharing challenges of managing and growth with your peers and selected experts. One client will get the “hot seat” on each session lasting between 45-90 minutes. This will take place on zoom. Every session will be recorded in case of non-attendance will be made available after the session has ended.

Group Growth Driver Calls

Monthly accountability and sales growth sessions to help you stay on track and get results. This will take place on zoom. Every session will be recorded in case of non-attendance will be made available after the session has ended.

PAYMENT PLAN INFO.

If you decide to take up the offer of a payment plan you will be paying over the agreed period for the entire program as a courtesy.  It is important that you understand this is a payment plan NOT a pay as you go. The entire amount will be due whether you decide to continue with the program at any point or not.  Once a payment is missed, the entire amount for the program becomes due immediately. Once payment is made, we assume you have red and agreed these conditions. All sessions/payments are non-refundable.

Interaction in our sessions 

Other than in our 1-1 sessions we welcome questions in the private online space which you will be given access to on payment. We are not, or will there ever be, any kind of psychological counselling.  The purpose underpinning all our work is the growth of profitable and/or investable companies.

MISUNDERSTANDINGS & HOW WE HELP

An important part of the relationship with a program leader, consultant, or advisor, is in finding challenges and encouraging the client to push themselves. If we do or say anything that upsets you please do let us know. We want to provide you with the support you need and believe that honesty and trust is critical for our relationship to grow. We want this to be an open and safe place for you to come with confidence.

GUARANTEES FOR RESULTS

Keystage has an exceptional track record of success across a range of sectors and client stages but we cannot guarantee success. We are in no way in charge of your company development process and typically hold no directorships or significant controls over your company at any time.  Your success is dependent upon your efforts, and outside effects (like fundraising), and while we believe that we do make a considerable impact on the success rate of all our clients no guarantees can be made that you will succeed.

CONFIDENTIALITY OF YOUR INFORMATION

You recognize that in the course of our work together you may divulge goals, future plans, business affairs, personal and private information. We will not at any time, either directly or indirectly, voluntarily use any such information for my own benefit or disclose it to a third party.

WHAT IF … unforeseeable circumstances

Keystage are not responsible for any failure to perform its obligations under this contract, if it is prevented or delayed in performing those obligations by any event of force majeure.  If due to unforeseen circumstances Keystage cannot execute a program, 121 session, or Group session for any reason, we will seek reschedule it but cannot guarantee that we can discover a time that suits all parties.

* Zoom is our preferred medium of communications because it enables us to easily record and share a session with participants, but this software platform may be substituted with another depending on availability and with client consent, at any time.

 

 GENERAL TERMS & CONDITIONS

Article 1. Definitions

  1. Keystage Ventures Limited, referred to below as “Keystage”, is a Limited Company, whose aim is to provide services and products, including but not limited to providing advice, intermediary (agency) services, workshops and training courses to improve organisational management, all in the broadest sense.
  2. ‘Client’: the natural person, legal entity or cooperative arrangement of natural persons and/or legal entities, or the intermediary or representative acting on their behalf, who or which has instructed Keystage to perform the Work as referred to in Article 1.3.
  3. ‘Work’ or “Works”: all products and services supplied by Keystage, and/or the third parties that it hires, to the Client, as well as all other activities performed by the Keystage for the Client, of any nature, as part of an “agreed scope of works” or “SOW”, also mentioned herein as the “deliverables” or “agreed deliverables”, which also may include activities that are not performed expressly at the Client’s request, but are still for the benefit of the client.
  4. ‘Assignment’: which may be a specific product or service or a combination of products and services request by the Client to Keystage to perform Work for payment with the intent of achieving an outcome as defined in agreed scope of works.
  5. ‘Offer’ or “price”: the Work, as specified to a greater or lesser degree, and the estimate of the costs associated with that Work.
  6. ‘Online Platform’: an online learning environment with online learning aids and/or content of Keystage and third parties.

Article 2. Applicability of these general terms and conditions

  1. These general terms and conditions (‘the General Terms and Conditions’) apply to every Assignment, Offer and agreement between Keystage and the Client to which Keystage has declared the General Terms and Conditions applicable, insofar as the parties have not expressly deviated from the General Terms and Conditions in writing.
  2. The General Terms and Conditions also apply to all agreements with Keystage where third parties have to be involved in the performance of those agreements.
  3. The General Terms and Conditions also apply to additional, altered and follow- up assignments of Client(s).

Article 3. Formation of the agreement

  1. Unless Keystage indicates otherwise, its Offers are valid for 7 days from date of publication and thereafter expire.
  2. Keystage is not bound if the acceptance differs from what is proposed in the Offer. Unless Keystage indicates otherwise, the agreement is not formed in accordance with this different acceptance.
  3. A composite quotation does not oblige Keystage to perform part of the Assignment for a corresponding part of the stated price.
  4. The Client is bound merely by its Assignment. However, the agreement is formed only once the Client has accepted the Offer or when Keystage – in the absence of an Offer – has actually performed the Assignment.
  5. Agreements with or promises made by representatives or employees of Keystage are not binding on Keystage, unless duly authorised representatives of Keystage have confirmed these further agreements or promises in writing.

Article 4. Performance of the agreement

  1. Keystage shall perform the agreement to the best of its knowledge and ability and in accordance with high standards.
  2. If and insofar as required for the proper performance of the agreement, Keystage is entitled to have third parties perform certain activities.
  3. The Client shall ensure that all information which Keystage indicates is necessary for the performance of the agreement, or which the Client should reasonably understand is necessary for that purpose, is provided to Keystage in due time. If the information required for the performance of the agreement is not provided to Keystage in due time, Keystage will be entitled to suspend the performance of the agreement and/or to charge the additional costs arising from the delay, in accordance with the hourly rates as specified in its Offer, to the Client.
  4. If it has been agreed that the agreement will be performed in phases, Keystage may suspend the performance of parts that belong to a subsequent phase until the Client has approved the results of the previous phase in writing.
  5. If Keystage prepares an estimate of third-party costs at the Client’s request, the estimate will serve an indicative purpose only. If required, Keystage may request Offers on behalf of the Client.
  6. 6. If a period within the term of the agreement has been agreed for the completion of certain activities, this will never be a strict deadline. If the period for performance has been exceeded, the Client must give Keystage a written notice of default.
  7. The client shall provide Keystage with all necessary co-operation, information and support that may reasonably be required by Keystage for the performance of the work including, without limitation, access to suitably configured computers, software products and applicable passwords, at such times as Keystage request. The client shall further perform such other client obligations as specified in the SOW (if any).

Article 5. Amendments to the agreement

  1. Keystage is entitled to change a training date or cancel a training course at any time. Keystage shall inform the Client of this as soon as possible. Keystage shall offer a new training course insofar as possible. If this is not possible or if the Client prefers a refund, Keystage shall refund the amounts that have already paid to the Client.
  2. If the parties agree to amend or supplement the agreement, this may affect the completion date for performance. Keystage shall inform the Client of this as soon as possible.
  3. If amending or supplementing the agreement will have financial and/or qualitative consequences, Keystage shall inform the Client of this in advance. If a fixed fee has been agreed, Keystage shall indicate the extent to which amending or supplementing the agreement will cause this fee to be exceeded.
  4. Notwithstanding Article 5.3, Keystage may not charge any additional costs if amending or supplementing the agreement results from circumstances that can be attributed to Keystage.
  5. No Assignment. The Customer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of Keystage.

Article 6. Fee

  1. Unless explicitly stipulated otherwise, all prices exclude VAT, other government levies, and any travel and accommodation prices.
  2. Keystage may pass on any interim tariff increases and additional costs to the Client. Keystage may also pass on all government taxes and levies, including any increases.
  3. Insofar as a fixed price has been agreed for the performance of certain Work and performing the Work leads to additional activities or services that cannot reasonably be deemed to be included in the fixed price, Keystage is entitled to charge the costs of such activities on the basis of its hourly rate. Insofar as possible, Keystage shall inform the Client in due time about the financial consequences of those additional activities or services.
  4. In case of a price increase, the Client is entitled to terminate the agreement if the fee or rate increases within three months of the commencement of the agreement. After this period, the Client is entitled to terminate the agreement if the increase exceeds 20%. The Client is not entitled to terminate if the increase of the fee or rate arises from a statutory right.
  5. Keystage shall notify the Client in writing of the intention to increase the fee or rate. Keystage shall also state the extent and commencement date of the increase.
  6. If the Client does not wish to accept the increase in the fee or rate as communicated by Keystage, the Client will be entitled to terminate the agreement in writing within 7 (seven) days of the aforementioned notice, or to cancel the Assignment with effect from the date specified in Keystage’s notice as the date on which the fee or rate adjustment would be implemented.

Article 7. Payments

  1. Keystage shall make best effort to send single copies of invoices to the Client. Payment terms shall be minimum 1 working day prior to the commencement of any work, unless otherwise stated on an invoice.
  2. Objections raised to invoices, in part or in full, do not suspend the payment obligation.
  3. If assignments run for longer than 4 (four) weeks, the costs due will be charged periodically.
  4. Notwithstanding the agreed payment terms, Keystage remains entitled at any time before commencing or continuing the performance of the agreement, to require adequate security or advance payment from the Client. If a request for interim payment or the provision of security is not fulfilled within the specified period, Keystage will be entitled to terminate the agreement extrajudicially without being liable to pay any compensation.
  5. Unless Keystage agrees in writing, discounts, deductions or set off, for whatever reason, are not permitted. If payments are not received on time, the Client will be deemed to be in default and Keystage, notwithstanding its other rights, will be entitled as soon as the payment period has been exceeded, and without any further notice of default or judicial intervention, to charge the Client all costs that it incurs to collect the amount owing and protect its rights, including all extrajudicial costs, court costs and lawyer’s fees, which are hereby set at a minimum of 15% of the principal sum owed, as well as cumulative default interest of 1% per month on the principal sum owed, for which purpose part of a month counts as a full month, notwithstanding Keystage’s right to compensation of the actual and higher costs.
  6. If the Client is in default, fails to perform its obligations, or fails to perform them on time, all reasonable costs for obtaining payment will be payable by the Client. The Client is at least liable for the collection costs in case of a monetary claim.
  7. If Keystage incurs higher costs that were reasonably necessary, these costs will also be eligible for reimbursement.
  8. Any reasonable court costs and enforcement costs that are incurred are also payable by the Client.
  9. In case of liquidation, bankruptcy, attachment or a moratorium on the payment of debts, Keystage’s claims against the Client will become immediately due and payable.

 

Article 8. Intellectual property rights

  1. Unless Keystage and the Client have agreed otherwise in writing, all intellectual property rights that arise from the performance of the Work vest exclusively in Keystage or the third parties that it hires. This may include written reports, analyses and other working papers delivered to the client in the course of the work. Right to use, shall be granted to the client, subject to the client’s payment in full and subject to Keystage’ rights in the underlying Intellectual Property Rights embodied therein or used by Keystage (“Keystage Proprietary Works”) to perform the work. Nothing herein shall preclude Keystage from developing, using or marketing services or materials that are similar or related to any agree deliverables, excluding any part of agreed deliverables that embodies the clients Confidential Information. All materials provided by the client to Keystage in connection with the work shall remain the client’s property. “Intellectual Property Rights” means (by whatever name or term known or designated) copyrights, trade secrets, trademarks, patents, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals and extensions of such rights existing anywhere in the world.
  2. License Grant. Upon the clients payment in full for the work and to the extent that Keystage Proprietary Works are contained in the agreed Deliverables, the client is hereby granted a non-exclusive, non-transferable, royalty-free, without rights to sublicense, worldwide license to use such Keystage Proprietary Works for the purpose for which the Deliverables were provided. The client may not modify, alter decompile, disassemble, reverse-engineer, or create derivative works from the work. This license is not a license to any software generally made available and sold under commercial licenses. In the event that the Services involve Keystage software products licensed to the client under a separate license agreement, only the terms set out in such separate license agreement shall apply in respect for each such Keystage software product. Subject to the foregoing license, Keystage reserves all rights to the Keystage Proprietary Works and to all other rights not expressly granted to the client in this Agreement.
  3. Software License. If the client requires a license to use Keystage software solely, or a license binding keystage to a non-exclusive, non- transferable, agreement or without rights to sublicense right to use such software, is not permitted by this agreement and any such shall be null and void unless agreed by Keystage Ventures Limited before the acceptance of this agreement of terms and conditions of trade. Further, the client may not reverse engineer, copy, modify decompile, disassemble or create derivative works from any software, code or similar IP created, in part of in full, by Keystage Ventures or its affiliates acting on their behalf regardless of any collaboration or contribution to its development by the client, without specific permission by the licensee or author of the software.
  4. Training Services. Notwithstanding any contrary provision in this Agreement, if the works constitutes training and, or, education services, all materials provided by Keystage to the client are the sole property of Keystage. The client shall not duplicate such materials, but may use the materials solely in conjunction with the training provided by Keystage under the agreed deliverables scope of the work.
  5. The Client is obliged to observe Keystage’s intellectual property rights and take them into account in any use of the Work whatsoever. Unless agreed otherwise, the Client is not entitled to adapt whatever has been produced as part of the Assignment without Keystage’s express written consent.
  6. The Client shall ensure that third parties do not make use of the Services, insofar as this would infringe Keystage’s intellectual property rights.

Article 9. Defects and time limit for lodging a complaint

  1. The Client is obliged to inspect or have a third party inspect goods immediately on receipt. The Client shall notify Keystage of any complaints within 8 (eight) days of receipt by post, e-mail or fax, and provide full details. A complaint will no longer be admissible once the Client has delivered the goods received to third parties.
  2. No complaints of any nature will suspend the Client’s payment obligations. The right to complain ceases to exist if the Client or third parties alter the products.
  3. If the complaint appears to be valid, Keystage is entitled to still deliver what has been agreed, or to take back the delivered items and replace them, or to terminate the agreement and refund payments made to the Client.

Article 10. WARRANTY AND LIMITATION OF LIABILITY, IP indemnification & Non-Solicitation

  1. Limited Warranty. Keystage shall perform the Services in a workmanlike manner in accordance with standards of the industry. The client must notify Keystage of any failure to so perform within ten (10) days after completion of the Services and if such notification is not received within this period, the work and all Deliverables will be deemed acknowledges and accepted. Keystage’s entire liability, and Customer’s sole remedy, for Keystage’s failure to so perform shall be for Keystage to, at its option and expense: (i) use reasonable efforts to correct such failure; and/or (ii) terminate the SOW and refund that portion of any fees received that correspond to such failure to perform.
  2. Disclaimer and Exclusions. THE EXPRESS WARRANTIES SET FORTH ABOVE ARE IN LIEU OF (TO THE FULLEST EXTENT PERMITTED BY LAW) ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES AND DELIVERABLES, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM, AND KEYSTAGE DISCLAIMS ALL IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN ‘AS IS’ BASIS.
  3. Keystage is not liable for damage or loss of any nature that arises because it has worked on the basis of inaccurate and/or incomplete information provided by or on behalf of the Client.
  4. Keystage cannot be held liable for any inaccurate information that is displayed on the website or for any resultant damage or loss, unless this inaccuracy arises from an intentional act or the wilful recklessness of Keystage or one of its employees.
  5. Keystage is liable only for damage or loss that the Client suffers and which is the immediate, direct and exclusive consequence of a failure to perform that can be attributed to Keystage. Liability for indirect damage or loss is excluded. Indirect damage or loss in any case includes lost turnover and profits, lost savings, losses due to delays, inadequate cooperation from the Client, and materials and/or services supplied by third parties.
  6. Keystage’s liability under the agreement with the Client is limited to an amount that is proportionate to the agreed price according to criteria of reasonableness and fairness. This amount will never exceed 50% of the invoice amount.
  7. If Keystage hires third parties for the performance of Services and the agreement between Keystage and those third parties include any farther- reaching limitation of a liability than the one included in Article 10.3, the limitation of liability in the agreement between Keystage and those third parties will apply.
  8. Any claims of the Client due to Keystage’s failure to perform will cease to exist if these claims are not reported in writing and substantiated to Keystage within one year of the Client being aware, or reasonably being able to be aware, of the facts on which these claims are based.
  9. Keystage does not warrant the correct and complete transmission of the content of a message that it sends, by e-mail or any other online means of communication, or the punctual receipt of that message.
  10. Keystage shall not be liable for any loss of profits, loss of business, loss of data and/or use or for any incidental, consequential, exemplary, special or indirect damages, even if advised of the possibility thereof, arising under or in connection with the Agreement. Keystage’s total liability under the Agreement shall not exceed the fees paid for the Services and Deliverables provided by Keystage under the SOW. The foregoing limitations and exclusions apply irrespective of whether such damages arise in breach of contract, negligence or otherwise.
  11. Notwithstanding anything to the contrary, nothing in this Agreement shall operate as to limit or exclude the liability of either party for a party’s indemnification obligations under Section 7 or for any other liability which cannot be excluded by applicable law. In addition, where this Agreement is governed by English law as specified in Section 10.11, nothing in this Agreement shall operate to exclude or limit the liability of either party for death or personal injury caused by negligence or for fraudulent misrepresentation.
  12. IP INDEMNIFICATION. Keystage shall defend Customer against any third party claim that the Services and the Deliverables provided by Keystage to Customer infringe a patent, or a copyright enforceable in a country that is a signatory to the Berne Convention, and pay the resulting third party costs and damages finally awarded by a court of competent jurisdiction or agreed in settlement by Keystage. Customer shall defend Keystage against any third party claim that the materials provided by Customer or its agents for use by Keystage in providing the Services infringe a patent, or copyright enforceable in a country that is a signatory to the Berne Convention, and pay the resulting third party costs and damages finally awarded by a court of competent jurisdiction or agreed in settlement by Customer. The foregoing obligations are subject to the following: the indemnitee (i) notifies the Indemnitor promptly in writing of such claim, (ii) grants the Indemnitor sole control over the defence and settlement thereof, (iii) reasonably cooperates in response to an Indemnitor request for assistance, at indemnities cost, and (iv) is not in material breach of the Agreement. Should such a claim be made, or in the indemnities opinion be likely to be made, the Indemnitor may, at its option and expense, (a) procure for the indemnitee the right to make continued use thereof, (b) replace or modify such so that it becomes non-infringing, or(c) request return of the subject material and terminate the Agreement and refund the portion of any part of the charges paid for the Services that corresponds to the period of Service discontinuation. The indemnitor shall have no liability under this Section 7 to the extent that the alleged infringement arises out of or relates to: (1) the use or combination of the subject Services and/or Deliverables with third party products or services, (2) use for a purpose or in a manner for which the subject Services and/or Deliverables were not designed, (3) any modification to the Services and/or Deliverables made by anyone other than the Indemnitor or its authorised representatives, (4) any aspect of, or modifications to, the Services and/or Deliverables made by the Indemnitor pursuant to the indemnitee’s specific instructions, or (5) any technology owned or licensed by the indemnitee from third parties. THIS SECTION STATES THE INDEMNITEE’S SOLE AND EXCLUSIVE REMEDY AND THE INDEMNITOR’S ENTIRE LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS.
  13. NON-SOLICITATION. During the term of the Agreement and for a period of one (1) year thereafter, Customer shall not offer employment or engagement (whether as an employee, independent contractor or consultant) to any Keystage employee or consultant who performs any of the Services. The foregoing limitation shall not apply to employment subject to a general advertising campaign not specifically targeted at such employees and consultants.

Article 11. Confidentiality

  1. Both parties are obliged to observe secrecy in respect of all confidential information that they obtain under their agreement with each other or from another source. Information is confidential if the other party states it is confidential or if this arises from the nature of the information.
  2. If Keystage is obliged on the basis of a statutory provision or a court ruling to provide information to third parties designated by law or the competent court, and Keystage cannot claim privilege recognised or granted by law or the competent court, Keystage will not be obliged to compensate or indemnify and the other party will not be entitled to terminate the agreement on the basis of any resultant damage or loss.

Article 12. Notice, suspension and termination

  1. Keystage is entitled to suspend compliance with its obligations or to terminate the agreement without being obliged to pay any compensation as a result of this, notwithstanding its other statutory rights, if:
  2. the Client fails to comply, or fails to comply fully, with its obligations under the agreement;
  3. after entering into the agreement, Keystage learns of any facts that justify a fear that the Client will not comply with its obligations. If there is a valid reason to fear that the Client will only partially comply, or will not duly comply, with its obligations, the suspension will be possible insofar as this is justified by the failure to perform;
  4. the Client was requested upon the conclusion of the agreement to provide security for the fulfilment of its obligations under the agreement and this security has not been forthcoming or is insufficient.
  5. Keystage is entitled to terminate the agreement or have a third party terminate it, if circumstances arise of such a nature that it would be impossible to perform the agreement or this could no longer be required according to criteria of reasonableness and fairness, or if circumstances otherwise occur which are of such a nature that the unaltered maintenance of this agreement cannot be required according to criteria of reasonableness and fairness.
  6. If the Client gives notice of termination of an agreement, it must pay the fees and costs incurred in respect of the activities performed until that date, in addition to any statutory compensation.
  7. If Keystage terminates the agreement because of an attributable failure by the Client in the performance of the agreement, the Client must pay the fees and costs incurred in respect of the activities performed until that date, in addition to any statutory compensation. The provisional results of the activities performed until that date will also be provided to the Client, subject to all rights.
  8. The compensation referred to in the previous two paragraphs of this article will at least include the costs arising from the obligations that Keystage enters into in its own name with third parties for the purpose of the assignment, as well as 30% of the remaining portion of the fee that the Client would have owed on full completion of the assignment.
  9. If the assignment is terminated early, for whatever reason, the Client will no longer be able to use the designs provided to it.
  10. If Keystage terminates the agreement early for valid reasons, it shall ensure the transfer of the activities still to be performed to third parties, in consultation with the Client, unless there are underlying facts and circumstances relating to the termination that is attributable to the Client.
  11. If the agreement is terminated, Keystage’s claims against the Client will become immediately due and payable. If Keystage suspends performance of its obligations, it will retain its rights by law and under the agreement.
  12. The parties may suspend the agreement in case of force majeure. If the period during which one of the parties can no longer perform its obligations because of force majeure exceeds 3 (three) months, either party will be entitled to terminate the agreement by means of an extrajudicial, written declaration, which sets out the circumstances that prevent further performance. In that case, there will be no obligation to pay compensation, other than payment by the Client of the costs that Keystage has actually incurred.
  13. If Keystage has already partially complied with its obligations before the force majeure situation occurs, it will be entitled to separately invoice that which has already been performed. The Client is then bound to pay this invoice as if it were a separate agreement.

Article 13. Right to use the Online Platform

  1. Keystage may deny the Client access to the Online Platform. The granted right is non-exclusive.
  2. The Client may not itself and/or through third parties in any way copy, duplicate or change the content of all or part of the Online Platform without obtaining Keystage’s prior written consent for this purpose.
  3. Unless agreed otherwise, the Client’s right of use expires no later than 12 months after the Client is given access to the Online Platform.
  4. Keystage may revoke the right of use before the end of one year if the Client is in arrears with payment of invoices that Keystage has sent to the Client, or if the Client acts contrary to any provision of the general terms and conditions of the agreement.

Article 14. Other provisions

  1. Entire Agreement. The parties agree that the Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes all previous communications and agreements (whether written or oral). All terms of any purchase order or similar document provided by Customer or that are implied by trade, custom, practice or course of dealing are expressly excluded and shall be of no legal effect. No employee, agent, representative or affiliate of Keystage has authority to bind Keystage to any warranty concerning the Services or Deliverables; any representation or warranty not expressly set out in the Agreement will not be enforceable.
  2. Force Majeure. Neither party will incur any liability to the other party for any loss or damage resulting from any delay or failure to perform any part of the Agreement if such failure or delay is caused by circumstances beyond the parties’ reasonable control including, without limitation, flood, fire, acts of war, earthquake and acts of God however inability to meet financial obligations is expressly excluded. Keystage shall not be liable for any failure or delay in performing its obligations on account of Customer’s failure to perform its obligations under this Agreement.
  3. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
  4. Any variation to the Agreement, shall only be binding when agreed in writing and signed by both parties.
  5. The SOW may be executed in counterparts, each of which so executed will be deemed to be an original and such counterpart together will constitute one and the same agreement. This SOW may be executed and delivered by facsimile or in Portable Document Format (“PDF”) and the parties agree that such facsimile or PDF execution and delivery shall have the same force and effect as delivery of an original document with original signatures and that each party may use such facsimile or PDF signatures as evidence of the execution and delivery of this SOW by all parties to the same extent that an original signature could be used.
  6. The Client is not entitled to assign any right under an agreement with Keystage to third parties unless it transfers its entire business.
  7. Keystage is entitled to amend the General Terms and Conditions. These amendments enter into effect on their stated effective date. Keystage shall send the amended General Terms and Conditions to the Client in due time.
  8. Unless expressly agreed otherwise in writing, neither the Client nor Keystage has any retention obligation towards each other after the Assignment has been completed with regard to the materials and information that have been used.
  • The parties are obliged to treat the facts and circumstances they become aware of in relation to the Assignment as confidential. Third parties who are involved in the performance of the Assignment will be bound by the same duty of confidentiality with regard to the facts and circumstances originating from the other party.

Article 15. Keystage’s identity

  1. Keystage Ventures Limited, is a Limited Company incorporated in England Company number 12437895 and its registered office is at 61 Park Lane, London, United Kingdom HA28NW.
  2. Keystage can be contacted by telephone during office hours at +447909995999. Keystage can be contacted by e-mail at hello@keystage.ventures

Article 16. Disputes and applicable law

  1. Any disputes that arise between Keystage and a Client will be settled by the competent court in England
  2. If one or more provisions of these general terms and conditions are void or voidable, this will not affect the validity of the other provisions. The parties are bound by rules that approximate the purpose of these provisions as closely as possible.
  3. This Agreement is governed by the laws of the England and Wales without regard to conflict of laws principles and in any dispute arising out of or in connection with this Agreement the Customer consents to the exclusive jurisdiction of the English courts. The United Nations Convention for the International Sale of Goods shall not apply to the Agreement.
X
X