Mixbytes Terms of Service are a legal agreement between You as the Client and Mixbytes ("Contractor"), a private limited liability company registered under the Laws of the Cayman Islands with company number 379832. By using our services, You agree to be bound by these Terms of Service and all terms incorporated by reference. The acceptance of Mixbytes Offer / Statement of work with the following Terms of Service as an integral part forms a legally binding contract between Mixbytes and the Client.
There are terms provided below including indemnification responsibilities, limitation of liability and warranty disclaimers, and your agreement to arbitrate disputes. Please take the time to read these terms of service carefully. You can always contact us at firstname.lastname@example.org if you have any questions.
The Contractor shall provide certain Services to the Client, and the Client shall provide reasonable assistance to the Contractor in the course of the provision of the Services, accept and pay for the Services duly provided. The list of the Services, requirements to the deliverables, amounts of fees, payment terms and other terms of this Contract performance may be set forth in the Offer / Statements of Work or determined in accordance with the terms hereof.
2. FEES AND PAYMENT TERMS
2.1. In consideration for the proper provision of the Services the Client shall pay the Contractor Fees in the amount as specified in the Offer / Statement of Work to this Contract, or as may be otherwise expressly agreed between the Parties.
2.2. Fees and other payments due to the Contractor under this Contract shall be invoiced by the Contractor and paid by the Client in accordance with the terms of the Offer / Statement of Work.
2.3. The Fee payment shall be considered to be made when the funds are received on the Contractor's account. The payment details shall be specified by the Contractor in writing.
2.4. Each Party shall bear its own commissions and transaction fees related to the payments made in connection with this Contract if any.
2.5. The Client may reimburse the Contractor for the pre-agreed "out-of-pocket" expenses incurred in the course of performing Services hereunder. The Contractor shall seek prior written approval from the Client (which shall not be unreasonably withheld) before incurring any expense. the Client shall reimburse the Contractor for specified expenses within 10 (ten) calendar days upon presentation of relevant proofs and invoice(s) to the Client's satisfaction.
2.6. Crypto assets paid in consideration for the Services may be checked in terms of links to terrorist financing, sanctioned entities, and other illicit activity by the use of cryptoasset transaction monitoring systems. If any suspicious activity with wallets involved, high risk transactions are detected, the Client shall be noted accordingly, such consideration shall be considered as unaccepted, the assets shall be refunded and the Fee shall be due.
3. TERM AND TERMINATION
3.1. This Contract commences on the Effective Date, the date of unconditional acceptance of the Offer / Statement of work by the Client, and will continue until the Parties fulfil their obligations hereunder in full, unless terminated earlier as provided herein.
3.2. Either of the Parties may terminate this Contract by immediate written notice in the event of the other party's insolvency or material breach of the terms of this Contract, or otherwise by giving the other 30 days' written notice. Termination shall not affect the rights or obligations of the parties accrued before the date of termination and the Contractor may invoice and the Client shall pay for a proportion of the Fees (not being less than 20 % of the total) reflecting the Services delivered prior to the date of termination.
3.3. Parties' obligations and duties which by their nature extend beyond the expiration or termination of this Contract, shall survive any termination or expiration of this Contract, regardless of the reason.
4. INDEPENDENT CONTRACTOR
4.1. Contractor's relationship with the Client will be that of an independent contractor and not that of an employee, partner, agent, etc.
4.2. The Contractor is free to choose the place, time and approach for the provision of the Services hereunder. The Contractor may subcontract the Services hereunder or engage any third person for the provision of the Services without the Client's prior written consent, and further provided that before any such third person is engaged for the purposes hereof, the Contractor shall (i) execute with such persons relevant Contracts providing for the assignment of intellectual property rights and confidentiality obligations at least of the same scope and nature as those contained herein, and (ii) make sure that all terms of this Contract shall be fully effective and enforceable with regard to such third persons.
5. CONFIDENTIAL INFORMATION
5.1. The Contractor agrees not to use any Confidential Information for its own use or for any purpose other than to carry out discussions concerning and the undertaking of the services and this Contract, and only for the benefit of the Client and/or its affiliates. The Contractor agrees to protect the secrecy of and avoid any unauthorised disclosure, transfer, or use of the confidential information in order to prevent it from falling into the public domain or the possession of persons other than agents of the Client or persons expressly authorised to have or receive such information in accordance with the terms hereof, on the best effort basis.
5.2. The Contractor may disclose the Confidential Information to its employees on a "need to know" basis, and to third parties — without the Client's prior written consent, provided that all such persons are made aware of and agree in writing to observe the obligations of confidentiality in respect to such confidential information at least in the same scope as provided herein. The Contractor may also disclose the confidential information pursuant to a valid order or requirement of a court, administrative agency or other governmental body and only to the extent necessary under such order or requirement, provided, however, that it shall timely notify the Client of such order or request.
5.3. The Parties have agreed that the Confidential Information shall not include the information that: (i) is in possession of the Contractor free from any restriction as to its use or disclosure having been obtained otherwise than from the Client or its affiliates, their personnel, as defined herein, or in connection with this Contract or its performance; or (ii) is or becomes generally available to the public or enters the public domain other than as a result of the unauthorised disclosure by the Contractor, breach of this Contract or that certain non-disclosure Contract entered into between the Parties; provided, however, that the Contractor must have and retain sufficient, reliable and adequate written evidence proving these circumstances, which must be made available to the Client immediately upon its first request.
5.4. If the Parties enter or have entered into a separate non-disclosure or confidentiality agreement that governs their relationship with respect to the confidential information or other proprietary information, this Clause 5 shall supersede and extinguish such respective non-disclosure or confidentiality agreement.
5.5. Provisions of this Clause 5 shall survive any termination or expiration of this Contract, regardless of the reason, for a period of 5 (five) years.
5.6. The Client shall be entitled to publicise the fact of the provision of the Services by the Contractor and any results of the Services on terms specifically authorised by the Contractor in writing but shall not by virtue of the provision of the Services alone be entitled to indicate that it is approved by the Contractor.
5.7. The Contractor shall be entitled to publicise the fact of the provision of the Services to the Client and to make disclosure of information, where so required, to any court or public regulatory authority of any territory.
6. WARRANTIES AND LIABILITY
6.1. The Contractor warrants and undertakes that it shall, in accordance with the provisions of the Contract, perform its obligations and provide the services using due skill and care. All other warranties in connection with the services are excluded to the fullest extent permitted by law.
6.2. The performance of the Services and the examination of threats and vulnerabilities by the Contractor are conducted at a point in time. Due to new system threats and vulnerabilities being introduced on a daily basis, the Contractor cannot guarantee that all security weaknesses will be reported.
6.3. The Contractor does not warrant or represent that the Client will, as a result of the Services, be in compliance with the legal requirements of any jurisdiction.
6.4. The Services relate solely to the purposes described in the Offer / Statement of work and do not extend to the internal controls of the Client taken as a whole. The Services cannot guarantee that the Client's systems, software and code will eliminate errors and failures in control that result from staff carelessness, deliberate non-compliance, misunderstandings, or collusion. The Services are based primarily on internal information and data provided by the Client. The verification work included in the Services will be carried out on the assumption that the information and data provided to the Contractor by the Client are reliable, accurate and complete in all material respects. The Services are not intended to reveal fraud or misrepresentation by the Client or by third parties. Accordingly, the Contractor accepts no responsibility for detecting fraud or for misrepresentation by the Client.
6.5. Unless otherwise stated in the Contract, all reports, letters or other deliverables issued by the Contractor will be addressed only to the Client and will be provided solely for the Client's use and benefit and only in connection with the purposes described in the Contract. Save as expressly permitted by the Contract or where the Client is required by law to do so, the Client shall not disclose any report or letter prepared by the Contractor in the performance of the Services to any third party or refer to the Contractor or the Services without the Contractor's prior written consent, which it may at its discretion grant, withhold or grant subject to conditions. In no circumstances, shall the Contractor accept any liability or responsibility to any third party to whom any report or letter is disclosed or otherwise made available, whether or not disclosure is made pursuant to any express permission in the proposal or given subsequently.
6.6. Nothing shall limit or exclude either party's liability for (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, or (b) fraud or fraudulent misrepresentation. Subject to the aforesaid, (a) neither party shall be liable to the other for any loss of profits, or any indirect or consequential loss arising under or in connection with the Services, and (b) each party's total liability to the other in respect of all other losses arising under or in connection with the Services shall in no circumstances exceed the total fees paid in respect of the Services.
6.7. All intellectual property relating to audit or review services used by the Contractor in connection with the Services, both proprietary methodology and any intellectual property arising from the Services, shall be the exclusive property of the Contractor.
6.8. The Client agrees that it will not, within 12 months of the last performance of the Services, offer employment to any employee of the Contractor who becomes known to it, nor otherwise (directly or indirectly and whether via its agents or representatives) seek to induce any employee of the Contractor to be retained by the Client in any capacity.
6.9. Although the Contractor will use its reasonable endeavours to meet the timescales for deliverables and for the performance of the Services set out in the proposal, the indicated time limits in the proposal are an estimate and shall not be binding nor shall time be of the essence in respect of the Services.
6.10. Neither party shall be held liable or responsible for delays resulting from the negligence or failure of the other party or third parties including suppliers and subcontractors who fail to meet their performance obligations through no fault of the parties, provided however that the party experiencing the difficulty promptly notifies the other party. In that event, the dates by which performance obligations were scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
6.11. Late payments shall be subject to a penalty in the amount of 0.1% per each day of the delay, provided that the amount of such penalty shall not exceed 20% of the delayed payment.
6.12. To the maximum extent permitted under the applicable law, in no event shall the Client hold the Contractor's or its Affiliates' shareholders, founders, directors, officers, agents, advisors and employees liable for any damages or losses arising out of or in connection with this Contract, provided that this Clause shall not limit the liability of the Contractor as an entity.
7. FORCE MAJEURE
7.1. Either Party shall not be held liable for non-performance or undue performance of the obligations under this Contract caused by force majeure circumstances. Force majeure circumstances include, but are not limited to a fire, flood, hostilities, war, revolution, act of God, pandemic, explosion, strike, embargo, act of government, act of terrorism, undeclared war, military actions and other circumstances beyond the control of the Parties interfering the performance of this Contract, occurrence of which could not be reasonably foreseen as of the Effective Date (for the avoidance of doubt, this shall not include any COVID-19 related circumstances).
7.2. The Party suffering from force majeure circumstances must notify thereof the other Party within 3 (three) days from the date of their occurrence. Proper and reliable evidence of force majeure circumstances shall be retained by the Party suffering from those circumstances and must be immediately provided to the other Party upon its request. If the suffering Party fails to perform its obligations specified in this Clause, such Party may not rely on the above Clause.
All and any notices, requests, demands and other communications which are required or may be given pursuant to the terms of this Contract or in connection therewith shall be in writing. When sent by email or/and messenger, Notices shall be deemed to be delivered on the day of transmission — if sent during normal business hours, otherwise — on the following day. Any Notice given by agreed email or messenger shall be of full legal force and effect.
9. LAW AND ARBITRATION
9.1 This Contract and the rights and obligations of the parties hereunder shall be governed by the laws of England and Wales.
9.2. The parties hereby agree that Arbitration Service of the Cyprus Chamber of Commerce and Industry (CCCI) shall have exclusive jurisdiction over any issues regarding this Contract. The language of arbitration shall be English. All differences of any nature that may arise in relation to this contract between the contracting Parties, shall be referred to arbitration by a single Arbitrator in accordance with the provisions of the Arbitration Law of Cyprus, Cap 4. The Arbitrator will be proposed by the Arbitration Service of the Cyprus Chamber of Commerce and Industry (CCCI) and must be approved by the contracting Parties. In case of disagreement between the contracting Parties on the proposed Arbitrator, the Arbitrator will be appointed in accordance with the provisions of the Arbitration Law of Cyprus, Cap 4.
10.1. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
10.2. This Contract including Offer / Statement of Work and all annexes constitute the entire Contract between the Parties and supersedes and extinguishes all previous Contracts, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
10.3. No failure or delay by a Party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 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.
10.4. This Contract may be amended or modified only by an agreement of both Parties or their authorised representatives.
Updated: September 13, 2022