Your attention is particularly drawn to the limitations and exclusion of liability set out in clauses, 8.7, 8.17, 9.5, 9.8 9.17 to 9.19, 20 and 24.4

1.1 Welcome to atalis.io (the “Platform”), owned and operated by PP Tech Limited (referred to as “we,” “us” or “our” in this document). We are a company registered in England with company registration number 14056187. Our registered office is at 20-22 Wenlock Road, London, England, N1 7GU. Our registered VAT number is GB413521928.

1.2 These terms of service (“Terms”) govern your access to and use of the Platform, including, without limitation, your access to and use of any features and services which we make available via or in connection with the Platform (all of the foregoing collectively, the “Services”).

1.3 We reserve the right to vary these Terms and the Services we provide at any time.

1.4 The Platform is a marketplace for cannabidiol-based products and related services. In these Terms, a “Seller” is a business which promotes and sells its goods and/or services via the Platform, and a “Buyer” is a business that wishes to purchase goods and/or services via the Platform. Throughout these Terms, and in relation to the Platform and the Services, Sellers and Buyers are referred to collectively as “Users” and references to “you” in these Terms are to the legal entity or, in the case of a sole trader, the individual, which in each case accesses the Platform and, once registered, is registered as a Buyer and/or a Seller.

1.5 The Services available via the Platform include testing services relating to cannabidiolbased products (“Testing Services”). These Testing Services are provided by us. Please see section 8 below for further details.

1.6 The Platform is for business use only and is not for use by consumers. By accessing and using the Platform and/or the Services, you confirm that you are acting in the course of business and not as a consumer. You are a consumer if you are an individual and access our Platform and Services wholly or mainly for your personal use.

1.7 Please read these Terms carefully. They set out your rights and responsibilities when you use the Services, and other important information. By accessing the Platform and/or otherwise using the Services, you signify your agreement to these Terms. If you do not agree to be bound by these Terms, you may not access or use the Platform or the Services.

1.8 These Terms and any documents referred to in them are the entire agreement between you and us in relation to your use of the Platform and the Services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

1.9 You can contact us by emailing our customer service team at hello@atalis.io.

2. Sale and purchase of products and services

2.1 The Platform operates as a marketplace Contracts for the sale and purchase of products and services made available or sold by a Seller via the Platform (the “Seller Goods and Services”) are formed between the relevant Seller and Buyer (each a “Seller Contract”).

2.2 The terms and conditions which are applicable to the sale and purchase of any Seller Goods and Services will be accessible via a link which is made available to the Buyer at the point at which the Buyer is able to click to place an order for the relevant Seller Goods and Services. By clicking to place an order, the Buyer agrees that such terms and conditions shall apply to such order and to any resulting Seller Contract. Notwithstanding the foregoing, it is the Seller’s responsibility to ensure that it has a binding contract in place with the Buyer for the sale and purchase of the relevant Seller Goods and Services and we shall have no responsibility or Liability to the Seller if the mechanism set out in this clause is insufficient to incorporate any terms and conditions into a Seller Contract under any law which applies to the Seller Contract.

2.3 .

2.4 As we are not a party to any Seller Contract, we shall have no liability (whether in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising) (“Liability”) in relation to any Seller Contract, including where a party to a Seller Contact fails in whole or in part to perform its obligations under such Seller Contract, or in relation to any Seller Goods and Services and we do not make any representations or provide any warranties in relation to any Seller Goods and Services.

3. Applicable Law

3.1 3Cannabis remains illegal in most countries. Where you are a Seller, then prior to listing any goods or services on, or selling any goods or services via, the Platform, you must ensure that you are able to do so without contravening any laws which are applicable to you or your business and/or any activities you are carrying out in relation to the same (including in relation to the supply or export of such goods or services (as applicable)). Where you are a Buyer, then prior to purchasing any goods or services via the Platform you must ensure that you are able to do so without contravening any laws which are applicable to you or your business and/or any activities you are carrying out in relation to the same (including in relation to the purchase or import of such goods or services (as applicable)). References in these Terms to such laws are to “Applicable Laws”.

3.2 We operate this website in accordance with English law. We do not represent that the products and services available via the Platform are legal in your jurisdiction. We accept no Liability for any loss or damage or liability (including in relation to criminal liability) you may suffer or incur due to the listing, sale or purchase by you of products and services via this Platform in contravention of any Applicable Laws.

4. Seller Obligations

4.1 If you are a Seller, you must:

before using the Platform to list or sell any goods or services, register on the Platform as “a Seller” and complete your profile;
ensure that all information provided to us by you is accurate and complete;
ensure that you provide us with the terms and conditions of sale which you wish to use in connection with the sale of any Seller Goods and Services when we request the same and prior to selling any Seller Goods and Services via the Platform and that such terms comply with all Applicable Laws;
adhere to the rules and guidance relating to Sellers set out in the Knowledge Centre (which can be found at https://knowledge.atalis.io/knowledge/gettingstarted-on-atalis#sellers-start-here (the “Knowledge Centre”).
ensure descriptions of products and services which you list are accurate and do not mislead Buyers or potential Buyers in any way;
where you provide us with certificates of analysis, ensure such certificates of analysis are genuine and relate only to the products in relation to which they are provided;
only advertise and sell products and services via the Platform which are permitted by us to be advertised and sold. Please see the Knowledge Centre for further details;
ensure that all Seller Goods and Services comply with their descriptions and with the Seller Contract, are promptly despatched to Buyers in suitable packaging and ensure that you otherwise comply in all respects with the Seller Contract.

5. Buyer Obligations

5.1 If you are a Buyer, you must:

register as a Buyer before using the Platform;
ensure that all information provided to us is accurate and complete;
ensure that any feedback on any Seller Gods and Services which you provide is accurate and reflects your genuinely-held opinions regarding the relevant Seller Goods and Services;
adhere to the rules and guidance relating to Buyers set out in the Knowledge Centre (which can be found at https://knowledge.atalis.io/knowledge/gettingstarted-on-atalis#buyers-start-here).

6. Commission

6.1 We will charge Sellers (and if you are a Seller, you agree to pay) a commission which will be calculated as a percentage of the value of all transactions facilitated via the Platform (excluding shipping costs and VAT or equivalent sales tax) (“Commission”). Unless otherwise agreed between the parties in writing, this Commission will be 5%. In most cases, the relevant payment service provider will deduct the Commission when collecting payments from Buyers and send the balance to the Seller. Where we invoice the Seller for the Commission, we shall do so on a monthly basis, and the Seller shall pay such invoice to a bank account specified by us within 7 days of receipt of such invoice.

7. Product Safety and Quality

7.1 You must ensure that all Seller Goods and Services meet the requirements of any Applicable Laws. Sellers must not list products or services that are illegal under any Applicable Laws or that do not meet the requirements of any Applicable Laws.

7.2 Restricted Products. Certain products (which we call “Restricted Products”) cannot be listed or sold via the Platform unless they have successfully passed a cannabinoid potency test (in accordance with ISO 17025) purchased from us via the Platform and a valid certificate of analysis for such product is available for display on the Platform (please see clause 8 below for further details of our Testing Services). We maintain a list of all Restricted Products at https://knowledge.atalis.io/knowledge/testing-policy .Please visit this webpage for further details prior to listing products on the Platform. Where you wish to list or sell any Restricted Products you must ensure that you comply with the requirements of clause 7.3 and clause 7.4.

7.3 Sellers shall ensure that a cannabinoid potency test is carried out by us on each Batch of Restricted Products. Sellers shall only list and sell those Batches via the Platform which have successfully passed such tests. A “Batch” is a defined quantity of products produced during the same manufacturing cycle, which are therefore expected to be homogeneous.

7.4 Sellers shall provide an ID number (“Batch ID”) in respect of each Batch of products which allows us to identify all associated products from the same Batch.

7.5 We provide other testing services in addition to cannabinoid potency tests. However, it is not a requirement for products to undergo additional tests in order to be advertised and sold via the Platform.

7.6 Further requirements. We reserve the right to remove any listing of a product or service where we know or suspect that the product or service or the marketing or sale or the same referred to in such listing:

does not meet the requirements of any Applicable Laws;
in the case of Restricted Products, does not have a current, valid, certificate of analysis.

7.7 We may at our sole discretion reject any certificates of analysis which have not been provided by the Lab (as defined below) and/or request further evidence that each

7.8 Restricted Product has successfully passed a cannabinoid potency test. We reserve the right to carry out additional checks in relation to Seller Goods and Services, which may include acting as a ‘mystery shopper’ or carrying out random tests on samples of products made available via the Platform. If we request that you provide us with samples for testing, you will promptly provide such samples to us at no cost to us.

7.9 We may at our sole discretion remove any Seller Products and Services from the Platform until such time as we are satisfied that these conform to the requirements set out in these Terms. We shall have no Liability to any Buyer or Seller if we take such action or if we fail to take such action.

8. Testing Services

8.1 The Services include the provision of laboratory testing services to Sellers in relation to cannabidiol-based products (“Testing Services”). Testing Services are not limited only to products to be advertised and sold via the Platform. Tests in addition to cannabinoid potency tests are available for purchase from us via the Platform, although cannabinoid potency tests are currently the only mandatory test required by us in relation to Restricted Products.

8.2 If you wish to place an order for Testing Services (a “Services Order”) then please follow the onscreen prompts. You may only submit a Services Order using the method set out on the Platform. Each Services Order is an offer by you to buy the Testing Services specified in the Services Order subject to these Terms.

8.3 Our order process allows you to check and amend any errors before submitting your Services Order to us. Please check the Services Order carefully before confirming it. You are responsible for ensuring that your Services Order is complete and accurate.

8.4 After you place a Services Order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Services Order has been accepted. Our acceptance of your Services Order will take place as described in clause 8.5

8.5 Our acceptance of your Services Order takes place when we send an email to you to accept it (“Order Confirmation”), at which point, and on which date, the contract between you and us for the supply of Testing Services will come into existence. The contract will relate only to those Testing Services confirmed in the Order Confirmation.

8.6 We use a third-party laboratory (the “Lab”) to provide the Testing Services. Nonetheless, your contract for the Testing Services is made between you and us.

8.7 If we are unable to supply you with the Testing Services for any reason, we will inform you of this by email and we will not process your Services Order and the contract between us for such Testing Services shall automatically terminate. If you have already paid for the Testing Services, we will refund you the full amount. Other than the express right to a refund set out in this clause 8.7, we shall have no Liability for any termination of such contract.

8.8 You may cancel the contract for Testing Services and receive a refund if you notify us of your request to cancel prior to the arrival of the relevant sample(s) at the Lab. You cannot cancel the contract after this time.

8.9 Sellers requiring Testing Services shall provide samples of products for testing in accordance with the requirements set out in the Knowledge Centre, which can be found at Testing & Product Standards.

8.10 In particular, a Seller must:

print off and attach a copy of the QR code we provide to each sample to be tested;
post the samples at its cost to the Lab, using the address provided during the ordering process;
ensure that such samples arrive at the Lab within six months of purchasing the relevant test(s).

8.11 QR codes are valid for 6 months from the date of purchase, and automatically expire at the end of such 6-month period.

8.12 The charges for Testing Services (“Charges”) are displayed at https://atalis.io/tests. The Charges depend on the type and number of tests required, and whether you already have products available for sale on the Platform.

8.13 In the case of tests which relate to products to be advertised and sold via the Platform and which indicate that such products are within the acceptable legal parameters for such products to be sold in the territory to which the products are intended to be supplied, we will upload the relevant Certificates of Analysis (and the results from such certificate in text form) to the Platform once this certificate has been produced by the Lab. Sellers will also receive a copy of this certificate to the email address provided during the ordering process.

8.14 Anticipated turnaround times for Testing Services are displayed on the Platform. Although we use reasonable endeavours to meet these turnaround times, these turnaround times are estimates only, and failure to perform the Testing Services within such timeframes will not give you the right to terminate the contract between you and us for Testing Services.

8.15 If you believe that the certificate of analysis provided to you displaying the results of the Testing Services is inaccurate, please contact us providing us with sufficiently detailed information so that we may assess your query.

8.16 With regard to the Testing Services, you shall ensure that:

the terms of your Services Order are complete and accurate;
you cooperate with us in all matters relating to the Testing Services;
you provide us with such information and materials we may reasonably require in order to supply the Testing Services, and ensure that such information is complete and accurate in all material respects.

8.17 If our ability to perform the Testing Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 8.16 (“Your Default”):

we will be entitled to suspend performance of the Testing Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Testing Services, in each case to the extent Your Default prevents or delays performance of the Testing Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 12;
we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Testing Services;
it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

8.18 It is always possible that, despite our best efforts, some of the Testing Services on our Platform may be incorrectly priced. Where the correct price for the Testing Services is less than the price stated on our Platform, we will charge the lower amount and if the correct price for the Testing Services is higher than the price stated on our Platform, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Testing Services at the correct price or cancelling your Services Order. We will not process your Services Order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the Services Order as cancelled and notify you in writing. However, if we mistakenly accept and process your Services Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Testing Services and refund you any sums you have paid. Alternatively, if we have already performed the Testing Services, we will not release the results of the Testing Services to you until you have paid the correct amount.

8.19 The price of Testing Services excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Services Order and the date of performance of the relevant services, we will adjust the VAT you pay, unless you have already paid for the Testing Services in full before the change in VAT takes effect.

9. Purchasing products from us

9.1 Some products available via the Platform are sold by us (“Atalis Products”). If you wish to place an order for Atalis Products (“Product Order”) then please follow the onscreen prompts. Each Product Order is an offer by you to buy the Atalis Products specified in the Product Order subject to these Terms.

9.2 Our order process allows you to check and amend any errors before submitting your Product Order to us. Please check the Product Order carefully before confirming it. You are responsible for ensuring that your Product Order is complete and accurate.

9.3 After you place a Product Order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Product Order has been accepted. Our acceptance of your Product Order will take place as described in clause 9.4.

9.4 We will confirm our acceptance to you by sending you an email that confirms that the Atalis Products have been dispatched (“Dispatch Confirmation”). The contract between you and us for the supply of Atalis Products will only be formed when we send you the Dispatch Confirmation.

9.5 If we are unable to supply you with the requested products for any reason, we will inform you of this by email and we will not process your Product Order and the contract between us for such products shall automatically terminate. If you have already paid for the Atalis Products, we will refund you the full amount including any delivery costs charged as soon as reasonably possible. Other than the express right to a refund set out in this clause 9.5, we shall have no Liability for any termination of such contract.

9.6 We aim to despatch Atalis Products to you within 7 days, however, in some cases this period may be longer.

9.7 Risk in the Atalis Products passes to you once the Atalis Products are delivered to the delivery address which you provided during the order process. Title to the Atalis Products passes to you once we have received payment in full, including of all applicable delivery charges.

9.8 If we fail to deliver the Atalis Products, our Liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Atalis Products. However, we will not have any Liability to the extent that any failure to deliver was caused by an event outside our control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Atalis Products.

9.9 If you order Atalis Products from our Platform for delivery to a country outside of the UK, your Product Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You are responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

9.10 You must comply with all Applicable Laws of the country for which the Atalis Products are destined. We shall have no Liability if you break any such laws.

9.11 The prices of the Atalis Products will be as quoted on our Platform at the time you submit your Product Order. Prices for Atalis Products may change from time to time, but, subject to clause 9.15 below, changes will not affect any Product Order you have already placed.

9.12 The price of Atalis Products excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Product Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Atalis Products in full before the change in VAT takes effect.

9.13 The price of Atalis Products does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your Product Order.

9.14 Payment for Atalis Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Atalis Products.

9.15 It is always possible that, despite our best efforts, some of the Atalis Products on our Platform may be incorrectly priced. If we discover an error in the price of the Atalis Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Atalis Products at the correct price or cancelling your Product Order. We will not process your Product Order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the Product Order as cancelled and notify you in writing. If we mistakenly accept and process your Product Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Atalis Products and refund you any sums you have paid.

9.16 We warrant that on delivery and for a period of [12] months thereafter (the Warranty Period) all Atalis Products will conform with their description, be of satisfactory quality and be free from material defects in design, material and workmanship (the Warranty).

9.17 Subject to Clause 9.18 if:

you give notice in writing to us during the Warranty Period that some or all of the Atalis Products do not comply with the Warranty;
we are given a reasonable opportunity of examining such Atalis Products;
if asked to do so by us, you return such Atalis Products to our place of business then we shall, at our option, repair or replace any Atalis Products which do not comply with the Warranty or refund the price of such Atalis Products in full.

9.18 We shall not be liable for the failure of any Atalis Products to comply with the Warranty if:

you make any further use of such Atalis Products after giving notice in accordance with clause 9.17;
the failure arises because you did not follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Atalis Products or (if there are none) good trade practice regarding the same;
the failure arises as a result of us following any drawing, design or specification supplied by you;
you alter or repair such Atalis Products without our prior written consent;
the failure arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
the Atalis Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

9.19 Except as provided in clause 9.17, we shall have no liability to you in respect of any failure of the Atalis Products to comply with the warranty set out in clause 9.17.

9.20 This clause 9 shall apply to any repaired or replacement Atalis Products supplied by us.

10. Your Account

10.1 You must be at least 18 years of age to access and use the Platform and Services. If you are a Buyer you must be based in the United Kingdom or the European Union. We do not represent that content available on or through the Platform is appropriate for use or available in other locations.

10.2 You must create an account on our Platform in order to use the Services. You must provide accurate and complete registration information when you create an account and update this information when necessary during the course of your relationship with us. You are responsible for the security of your account and password. If you become aware of any unauthorised use of your account or password please notify us immediately at hello@atalis.io.

10.3 You must not disclose details of your account (including passwords) to any third party and you may not transfer your account to another party without our prior written consent.

10.4 You acknowledge and agree that we are not responsible for managing and maintaining the security of your account and we shall not be liable for any unauthorised access to, or use of, your account. You will be liable for all activity which takes place via your account whether authorised by you or not.

10.5 We have the right to disable any password, whether chosen by you or allocated by us, and/or close your account and terminate any contract between us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms, including the requirement not to use the Services as a consumer.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.

11.2 Each party may disclose the other party’s confidential information:

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms and any contract between the parties. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11;
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party’s confidential information for any purpose other than to exercise and/or enforce its rights and perform its obligations under or in connection with these Terms and any contract between the parties.

12. Suspension and Termination

12.1 Without limiting any of our other rights, we may:

suspend the performance of the Testing Services;
terminate a contract for Testing Services;
cancel a Product Order;
suspend and/or terminate your access to, and right to use, the Platform and the Services, with immediate effect by giving written notice to you if you:
commit a material breach of any provision of these Terms and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
fail to pay any amount due under any contract between you and us on the due date for payment;
take or have taken against you (other than in relation to a solvent restructuring) any step or action towards entering bankruptcy, administration, provisional liquidation or any composition or arrangement with your creditors, apply to court for or obtain a moratorium under Part A1 of the Insolvency Act 1986, are wound up (whether voluntarily or by order of the court), are struck off the register of companies, have a receiver appointed to any of your assets, or you enter a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 12.1(g).

13. Acceptable Use

13.1 You agree that you will not access, store, distribute or transmit any viruses, or any material during the course of your use of the Platform or the Services that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
infringes any copyright, database right or trade mark of any other person;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without Liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.

13.2 You agree that you will not:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between you and us (and except to the extent expressly permitted under these Terms):
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or its underlying software in any form or media or by any means;
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or its underlying software;
access all or any part of the Platform and/or the Services in order to build a product or service which competes with the Platform and/or the Services;
use the Platform and/or the Services to provide services to third parties (save that Sellers may use the Platform to advertise their own services to other Users in accordance with, and subject to, these Terms);
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or the Services available to any third party;
attempt to obtain, or assist third parties in obtaining, access to the Platform and/or the Services, other than as provided under these Terms;
introduce or permit the introduction of, any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful into our network and information systems.

13.3 You agree that you will comply with all applicable laws and regulations with respect to your use of the Platform and the Services.

13.4 You agree that you will not share any information, listing or other pages from the Platform with any third party, or post or share any information from the Platform on any social media platform or other website.

13.5 You agree that you will not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Platform or any Services provided via, or in relation to, the Platform. This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

14. Third party links

Where the Platform contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those websites or resources.

15. Data protection

15.1 We will only use your personal information as set out in our Privacy Policy.

15.2 We will comply with applicable data protection legislation when providing our Services.

16. Warranties

16.1 We warrant that everything we do, we will do with reasonable care and skill.

16.2 However, subject to Clause 16.1, we do not warrant that:

your use of the Platform or related Services will be uninterrupted or error-free;
that the Platform or the Services or the information obtained by you through the use of the Platform or the Services will meet your requirements;
that the Platform, the underlying software or related Services will be free from viruses or other vulnerabilities.

16.3 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform and related Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

16.4 Although we use commercially reasonable endeavours to make the Platform and related Services available 24 hours a day, seven days a week, we do not guarantee that our Platform or the Services will always be available or be uninterrupted. We may suspend, withdraw or restrict the availability of all or any part of our Platform or Services for business and operational reasons at any time.

17. Information on the Platform

The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform.

18. Proprietary rights

18.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Platform and the Services.

18.2 Except as expressly stated in these Terms, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the Services.

18.3 You may print off one copy, and may download extracts, of any page(s) from the Platform for your personal use. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

18.4 Our status (and that of any identified contributors) as the authors of content on the Platform must always be acknowledged (except where the content is User-generated).

18.5 You must not use any part of the content on the Platform for commercial purposes without obtaining a licence to do so from us or our licensors.

18.6 If you print off, copy, download, share or repost any part of the Platform in breach of these Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

18.7 Any content you upload to the Platform will be considered non-confidential and nonproprietary. We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Platform constitutes a violation of their intellectual property rights or of their right to privacy.

18.8 When you (or someone acting on your behalf) uploads or posts content to the Platform (including product and service descriptions, logos, images and trade marks (whether registered or unregistered)) (“Content”), you grant us a worldwide, non-exclusive, perpetual, royalty-free, sub-licensable and transferable licence to use, reproduce, distribute, prepare derivative works of and display, that Content in connection with the Platform and the Services and across different media including to promote the Platform or the Services

18.9 You warrant that you have the right and authority to grant the licence set out in clause 18.8, and that our use of any Content shall not infringe the rights, including the intellectual property rights, of any third party.

19. Indemnity

You shall indemnify, keep indemnified and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) suffered or incurred by us arising out of or in connection with:

your use of the Platform and/or the Services;
any breach of your obligations under these Terms;
any breach of the warranty set out in clause 18.9 and/or any claim from a third party that the Content infringes their rights;
any breach of your obligations under a Seller Contract.

20. Limitation of liability

20.1 Except as expressly and specifically provided in these Terms:

you assume sole responsibility for results obtained from the use of the Platform (including any content on it) and the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you to us in connection with the Platform or Services, or any actions taken by us at your direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute, common law or otherwise are, to the fullest extent permitted by applicable law, excluded from these Terms and any contract between you and us. In particular, we will not be responsible for ensuring that any Atalis Products are suitable for your purposes.

20.2 Nothing in these Terms excludes our liability:

for death or personal injury caused by our negligence;
for fraud or fraudulent misrepresentation;
for any liability that cannot be legally limited.

20.3 Subject to clause 20.1 and clause 20.1(b):

We shall have no Liability for any loss or damage, arising under or in connection with:
- use of, or inability to use, the Platform;
- use of or reliance on any content displayed on the Platform;
We shall have no Liability for any:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss or damage to data;
- loss of business opportunity, goodwill or reputation;
- indirect or consequential loss or damage.

20.4 With regard to Testing Services and subject always to clauses 20.1, 20.1(b) and 20.3, our total aggregate Liability arising out of or in connection with the provision of or failure to provide any Testing Services shall in no circumstances exceed:

the greater of [£100] or 110% of the total fees paid or payable by you to us for the Testing Services in relation to which the Liability relates;
in relation to any year, the greater of [£100] and 110% of the total amount of fees paid or payable in such year in respect of all Testing Services ordered in that year.

20.5 With regard to the supply by us of Atalis Products, subject always to clauses 20.1, 20.1(b) and 20.3, our total aggregate Liability arising out of or in connection with the provision of or failure to provide any Atalis Products shall in no circumstances exceed:

the greater of [£100] and 110% of the amounts paid or payable by you to us for the Atalis Products to which the Liability relates;
in relation to any year, the greater of [£100] and 110% of the total amounts paid or payable in such year in respect of all Atalis Products ordered in that year.

20.6 Subject always to clauses 20.1, 20.1(b) and 20.3, our total aggregate Liability arising under or in connection with any matter arising out of or in connection with these Termsand/or the Platform and which is not subject to the limitations of liability set out in clauses 20.4 and/or 20.5 shall not in any year exceed the greater of [£100] or 110% of the total Commissions paid or payable by you pursuant to these Terms in such year.

20.7 You agree that the limitations and exclusions of liability set out in this clause 20 are reasonable and are accepted by you on the basis of the level of the Charges and Commission and our obligations under these Terms.

21. Rules about linking to the Platform

21.1 You must not establish a link to the Platform in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

21.2 You must not establish a link to the Platform in any website that is not owned by you.

21.3 The Platform must not be framed on any other website, nor may you create a link to any part of the Platform other than the home page.

21.4 We reserve the right to withdraw any linking permission granted to you without notice.

22. Notices

22.1 Any notice or other communication given by one of us to the other under or in connection with these terms or a contract between you and us must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or sent by email. Notices sent by you by email must be sent to hello@atalis.io (or to an address substituted by us in writing. A notice sent by email to you will be sent to the email address which you provided to us when you registered to use the Platform (or, where you have updated your email address via your account, to such updated email address).

22.2 A notice or other communication is deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting;
if sent by email, at 9.00 am the next working day after transmission.

22.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

22.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

23. Interpretation

23.1 Clause and paragraph headings shall not affect the interpretation of these Terms.

23.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

23.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

23.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

23.5 These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

23.6 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

23.7 A reference to writing or written includes email.

23.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

23.9 A reference to these Terms or to any other agreement or document referred to in these Terms is a reference of these Terms or such other agreement or document, in each case as varied from time to time.

23.10 References to clauses and paragraphs are to the clauses and paragraphs of these Terms.

23.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

24. Other important terms

24.1 We may transfer our rights and obligations under these Terms or a contract between you and us to another organisation. You may only transfer your rights or your obligations under these Terms or a contract between you and us to another person if we agree to this in writing.

24.2 A contract for Testing Services and/or Atalis Products is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end a contract or make any changes to these Terms.

24.3 Any variation of these terms or a contract between you and us only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

24.4 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms or a contract between you and us that is caused by any act or event beyond our reasonable control.

24.5 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

24.6 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of you breaching these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

24.7 Nothing in these Terms is intended to or shall operate to create a partnership between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24.8 These Terms and the contract between you and us are governed by English law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms or to any contract formed between you and us including in relation to the supply of any Atalis Products pursuant to these Terms.

24.9 Any dispute arising out of or in connection with these Terms or the contract between you and us, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules (at https://www.lcia.org/), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

Sequoya Europe Sp. z o.o.

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