1. Introduction and Acceptance of Terms

 

1.1 Preamble: These Terms and Conditions (hereinafter referred to as the "Agreement") constitute a legally binding contract between Alcerno Group, a company duly incorporated under the laws of England and the United Kingdom, with its principal place of business at 48a St George’s Square, E7 8HW (hereinafter referred to as the "Company"), and the individual or entity (hereinafter referred to as the "Client") who engages the Company’s services. By accessing, utilizing, or engaging any of the Company’s services, the Client expressly acknowledges and agrees to be bound by all terms and conditions set forth herein. The Client's access to and use of the Company’s services shall constitute acceptance of all such terms and conditions.

 

1.2 Consideration: The Client’s access to and use of the Company’s services, as well as the receipt of such services, constitutes sufficient and adequate consideration, the receipt and sufficiency of which are hereby acknowledged, for the Client’s agreement to comply with these terms.

 

1.3 Modification Clause: The Company reserves the absolute, unilateral, and unequivocal right, at its sole discretion, to amend, modify, alter, revise, or supplement these Terms and Conditions at any time, with or without prior notice. Any such amendments shall become effective immediately upon being posted on the Company’s official website or upon direct notification to the Client, whichever occurs first. The Client’s continued use of the Company’s services following any amendment shall constitute acceptance of the amended terms. The Client waives any right to contest such amendments or claim lack of notice.

 

2. Definitions and Interpretations

 

2.1 Definitions: For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

-"Services" shall mean and include, without limitation, on-demand personnel, on-demand tech support, language translation, and emergency management support services provided by the Company as per the specific request of the Client, and any ancillary or related services that may be offered by the Company at its discretion.

-"Personnel" shall refer to any individual or group of individuals, whether employed by the Company or contracted through third parties, provided by the Company to perform tasks as per the Client’s requirements.

-"Confidential Information" shall mean all proprietary information, technical data, trade secrets, or know-how, including, but not limited to, that which relates to the Company’s or Client’s research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing, or finances, whether disclosed orally or in writing, and whether marked as confidential or not.

-"Force Majeure Event" shall include, but is not limited to, acts of God, war, terrorism, civil unrest, natural disasters, pandemics, governmental actions, strikes, lockouts, or labour disputes, as well as any other events beyond the reasonable control of the Company.

 

2.2 Interpretations:

- Words denoting the singular include the plural and vice versa.

- Any reference to a "Section" or "Clause" is to a section or clause of this Agreement unless otherwise stated.

- Headings are for convenience only and do not affect the interpretation of this Agreement.

- The words "include," "includes," and "including" are deemed to be followed by the phrase "without limitation."

 

3. Scope of Services and Obligations

 

3.1 On-Demand Personnel Services:

- The Company agrees to provide temporary, contract, or project-based personnel, as per the specific requirements detailed by the Client. Such personnel may include, but are not limited to, skilled professionals, unskilled labor, administrative staff, technical support, or any other category as may be requested by the Client. The Client expressly acknowledges that the Company makes no warranties or guarantees regarding the availability, suitability, qualifications, or performance of such personnel.

- The Client shall furnish exhaustive, accurate, and up-to-date job descriptions, working conditions, performance expectations, and any other pertinent details necessary to ensure that the personnel provided meet the required standards. The Client assumes full responsibility for any deficiencies or issues arising from incomplete, inaccurate, or outdated information.

- The Company warrants that it will undertake commercially reasonable efforts to conduct background checks, including but not limited to criminal, educational, and employment history verifications, to the extent legally permissible and as agreed upon by the parties. However, the Company disclaims any liability for the accuracy, completeness, or results of such background checks, and the Client agrees to indemnify and hold the Company harmless from any claims, damages, or losses arising from the use or reliance on such information.

3.2 On-Demand Tech Support Services:

- The Company agrees to render on-demand technical support, which may encompass but is not limited to, hardware troubleshooting, software support, network management, cybersecurity consultation, and IT infrastructure setup. The Company shall not be liable for any interruptions, failures, or delays in the provision of technical support services caused by factors outside its control, including but not limited to, Client errors, third-party software or hardware malfunctions, or network failures.

- The Client is obligated to provide the Company with unfettered access to all relevant systems, networks, hardware, software, documentation, and any other infrastructure necessary to facilitate the provision of the requested technical support. Any delays or failures in service provision resulting from the Client’s failure to provide such access shall be the sole responsibility of the Client.

- The Company warrants that all services will be performed by qualified IT professionals adhering to industry standards and best practices. However, the Company expressly disclaims any liability for any system failures, data loss, corruption, security breaches, or other indirect, incidental, consequential, or punitive damages that may arise during or after the provision of services, regardless of the cause. The Client assumes all risks associated with the implementation, integration, and operation of the solutions recommended by the Company.

3.3 Language Translation Services:

- The Company agrees to deliver professional language translation services for various content types, including but not limited to documents, multimedia, technical manuals, legal contracts, and marketing materials. The Client acknowledges that translations are inherently subjective, and the Company makes no guarantees regarding the absolute accuracy, completeness, or cultural relevance of any translation.

- The Client is required to provide legible, accurate, and complete source material for translation, along with any specific linguistic, technical, or stylistic preferences. The Client shall bear all responsibility for any errors, omissions, or inaccuracies in the source material provided.

- The Company warrants that translations will be performed by qualified linguists and subject-matter experts to the best of their ability. However, the Company disclaims any and all liability for any misinterpretations, ambiguities, or inaccuracies in the translated material, and the Client agrees to indemnify and hold the Company harmless from any claims, damages, or losses arising from the use of such translations.

3.4 Emergency Management Support Services:

- The Company agrees to provide comprehensive emergency management support, including but not limited to crisis management, disaster recovery, business continuity planning, and on-the-ground emergency response. The Company shall not be liable for any failures or delays in the provision of emergency management services caused by factors outside its control, including but not limited to unforeseen emergencies, lack of resources, or governmental restrictions.

- The Client is required to disclose all pertinent details of the emergency, including risk assessments, existing protocols, and available resources, to enable the Company to formulate an effective response plan. The Client shall bear all responsibility for any deficiencies or failures arising from the provision of incomplete, inaccurate, or outdated information.

- The Company warrants that its emergency management professionals are duly qualified and experienced in the field, and will employ best practices in accordance with applicable laws and standards. However, the Company expressly disclaims any liability for any losses, damages, or disruptions arising from unforeseeable events, governmental actions, or any other circumstances beyond its reasonable control. The Client acknowledges and agrees that the Company’s liability shall be strictly limited to the fees paid for the emergency management services rendered.

 

4. Fees, Payment Terms, and Additional Costs

 

4.1 The fees for services provided by the Company shall be detailed in a written quotation issued to the Client, which shall be deemed an integral part of this Agreement upon the Client’s acceptance. The Client acknowledges that all fees are subject to change at the Company’s sole discretion and agrees to pay any revised fees as notified by the Company.

4.2 Payment Terms: Unless otherwise stipulated in the quotation or a subsequent written agreement, the Client shall remit full payment within 1 day of the date of the Company’s invoice. The Company reserves the right to require a deposit of 15% of the total fee before the commencement of services, with the balance due upon completion of the services. The Client agrees that failure to make timely payment shall constitute a material breach of this Agreement, entitling the Company to suspend or terminate services without further notice.

​4.3 Late Payment Penalties: Any payments not received by the due date shall accrue a penalty fee of 3% of the full sum owed, compounded daily, until the full payment is received. The Company reserves the right to suspend or terminate services and to pursue all available legal and equitable remedies in the event of non-payment. The Client agrees to indemnify and reimburse the Company for all costs, expenses, and attorney’s fees incurred in the collection of overdue payments.

4.4 Reimbursement of Additional Costs: The Client shall promptly reimburse the Company for any and all additional costs, expenses, or outlays incurred in the course of providing the services, including but not limited to travel, accommodation, and procurement of materials, provided that such costs have been pre-approved by the Client or are reasonably necessary to perform the services.

4.5 Taxes: All fees and charges under this Agreement are exclusive of any applicable taxes, including but not limited to value-added tax (VAT), sales tax, or similar governmental charges, which shall be the sole responsibility of the Client. The Client agrees to pay such taxes in full as required by applicable law.

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5. Intellectual Property and Proprietary Rights

 

5.1 Ownership of Work Product: All work product, including but not limited to reports, documents, designs, software, code, translations, and any other materials created or delivered by the Company in the course of providing services, shall remain the sole and exclusive property of the Company, unless explicitly agreed otherwise in a separate, written agreement signed by both parties. The Client shall have no rights to use, reproduce, distribute, or modify such work product except as expressly granted in this Agreement or a separate written license.

5.2 License Grant: Subject to full payment of all fees due under this Agreement, the Company grants the Client a non-exclusive, non-transferable, revocable license to use the work product for the Client’s internal business purposes only. This license does not include the right to sublicense, resell, or distribute the work product to third parties. Any unauthorized use, reproduction, or distribution of the work product shall constitute a breach of this Agreement and may subject the Client to legal action.

5.3 Third-Party Intellectual Property: The Client acknowledges and agrees that certain components of the work product may include or be derived from third-party intellectual property, including but not limited to software, code libraries, and other proprietary materials. The use of such third-party intellectual property may be subject to additional terms and conditions, including but not limited to end-user license agreements, which the Client agrees to comply with in full.

5.4 Confidentiality: Both parties agree to maintain the strict confidentiality of all Confidential Information disclosed by the other party during the course of the engagement. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as may be required by law or necessary to perform the services under this Agreement. The receiving party agrees to take all reasonable precautions to protect the confidentiality of the disclosed information, including, but not limited to, implementing and maintaining appropriate security measures.

5.5 Return or Destruction of Confidential Information: Upon termination of this Agreement, or upon the request of the disclosing party, the receiving party shall promptly return or destroy all Confidential Information in its possession, along with any copies thereof. The receiving party shall certify in writing that it has complied with this obligation, if requested by the disclosing party.

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6. Representations, Warranties, and Disclaimers

 

6.1 Mutual Representations and Warranties: Each party represents and warrants that:

- It has full power, authority, and legal right to enter into this Agreement and to perform its obligations hereunder.

- The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action and do not violate any applicable laws, regulations, or third-party agreements.

- It will comply with all applicable laws and regulations in the performance of its obligations under this Agreement.

6.2 Company’s Disclaimers: The Company provides its services on an "as-is" and "as-available" basis, without any warranties or representations of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement. The Client acknowledges and agrees that the Company does not guarantee any specific results from the use of its services and that the Client assumes all risks associated with the use of such services.

6.3 Limitation of Liability: To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or in connection with this Agreement, whether in contract, tort, negligence, strict liability, or otherwise, even if the Company has been advised of the possibility of such damages. In no event shall the Company’s total liability for any and all claims arising under this Agreement exceed the total fees paid by the Client to the Company for the services giving rise to the claim.

6.4 Force Majeure: The Company shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by a Force Majeure Event. In the event of a Force Majeure Event, the Company shall be entitled to a reasonable extension of time to perform its obligations or, at its discretion, to terminate this Agreement without liability to the Client.

6.5 Indemnification: The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, and subcontractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with:

- The Client’s use of the services provided by the Company.

- The Client’s breach of any of the terms, conditions, representations, or warranties contained in this Agreement.

- Any claims by third parties arising from the Client’s use of the work product or services.

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7. Term and Termination

 

7.1 Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either party in accordance with this Section 7.

7.2 Termination for Convenience: Either party may terminate this Agreement at any time, with or without cause, by providing 14 days prior written notice to the other party. In the event of termination for convenience by the Client, the Client shall remain liable for all fees and costs incurred by the Company up to the effective date of termination, including any non-cancellable commitments made by the Company on behalf of the Client.

7.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party:

- Commits a material breach of this Agreement that remains uncured for 5 days following receipt of written notice specifying the nature of the breach.

- Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

7.4 Effect of Termination: Upon termination of this Agreement for any reason: - The Client shall immediately cease all use of the Company’s services and return or destroy any work product, Confidential Information, or other materials provided by the Company.

- The Company shall have the right to retain any fees paid by the Client for services rendered prior to the effective date of termination, and the Client shall remain liable for any outstanding fees or costs.

 

8. Dispute Resolution

 

8.1 Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith negotiations between senior executives of each party.

8.2 Mediation: If the dispute cannot be resolved through negotiation within 3 days, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator in London, United Kingdom. The costs of mediation shall be shared equally by the parties.

8.3 Arbitration: If the dispute remains unresolved after mediation, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the International Chamber of Commerce (ICC), with the arbitration to be conducted in London, United Kingdom. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorney’s fees, except as otherwise awarded by the arbitrator.

8.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and the United Kingdom, without regard to its conflicts of law principles.

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9. Miscellaneous Provisions

 

9.1 Entire Agreement: This Agreement, including any exhibits, schedules, and amendments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

9.2 Amendments: No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by an authorized representative of each party.

9.3 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

9.4 Waiver: No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against whom enforcement is sought. The waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

9.5 Assignment: The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under this Agreement to any affiliate or in connection with any merger, acquisition, or sale of all or substantially all of its assets.

9.6 Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, email, or by registered mail, return receipt requested, to the addresses specified in this Agreement or to such other address as may be designated by the receiving party in writing.

9.7 Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.8 Survival: The provisions of this Agreement that by their nature should survive termination or expiration, including but not limited to provisions regarding confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution, shall survive the termination or expiration of this Agreement.

 

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed and delivered this Agreement as of the date first above written. This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. Any amendments, modifications, or waivers must be in writing and executed by both parties. The parties hereby acknowledge that they have read, understood, and agreed to the terms and conditions set forth herein, and further agree that any failure or delay in enforcing any provision of this Agreement shall not be construed as a waiver of such provision or any other provision hereof. This Agreement shall be construed and enforced in accordance.