Catuma
2.1 A Client's Contract approval via the Website, phone, or email constitutes an offer to subscribe to the Game and purchase related Services, in accordance with these Terms.
2.2 The Agreement becomes effective when Catuma Synergy Hub provides written acceptance of the Contract via email confirmation (the "Start Date").
2.3 Any materials, descriptions, or samples provided by Catuma Synergy Hub are intended solely for providing the Services to the Client.
2.4 These Terms apply exclusively to the Agreement and override any other terms proposed by the Client.
3.1 Upon payment of the Fees and adherence to these Terms, Catuma Synergy Hub grants the Client a non-exclusive, non-transferable right to use the Game during the Subscription Period.
4.1 Catuma Synergy Hub will deliver the Services in accordance with these Terms and the Client's Contract.
4.2 Service provision will commence on the Start Date.
4.3 Any dates provided by Catuma Synergy Hub for service performance are estimates, and time is not of the essence for the completion of these Services.
4.4 Catuma Synergy Hub may modify the Contract to ensure compliance with legal or regulatory requirements, provided the changes do not materially affect the quality of the Services.
4.5 Catuma Synergy Hub guarantees that the Services will be delivered with reasonable care and skill.
5.1 All intellectual property within the Game, Game Engine, and Services developed by Catuma Synergy Hub (excluding Client Content or Third-Party IP) remains the property of Catuma Synergy Hub.
5.2 The Client grants Catuma Synergy Hub a global, non-exclusive, royalty-free licence to use the Client Content solely for the purpose of delivering the Services for a period of six months.
5.3 Catuma Synergy Hub ensures that it holds all necessary licences for any third-party content used within the Game and that no third-party IP rights are infringed.
6.1 Catuma Synergy Hub will ensure the Game's configuration aligns with the Client's Contract and agreed specifications.
7.1 The Client must:
7.2 The Client warrants that their content will not violate any third-party rights, applicable laws, or regulations, and is free from harmful or malicious code.
8.1 The fees for the services provided will be outlined in the Contract.
8.2 Payments are due immediately upon submitting a Contract to Catuma Synergy Hub. Services will only commence once full payment has been received.
8.3 If payment is not made through the Website, Catuma Synergy Hub will issue an invoice for the amount due immediately upon accepting the Contract. All invoices are payable upon receipt.
8.4 Payments must be made to the bank account specified in writing by Catuma Synergy Hub.
8.5 Timely payment of each invoice is a material term of the Contract.
8.6 All payments must be made in full, without any deductions, set-offs, or counterclaims, unless legally required. Catuma Synergy Hub reserves the right to set off any amounts owed by the Client against amounts due to the Client.
9.1 The Client agrees to indemnify and hold harmless Catuma Synergy Hub, including its directors, officers, and employees, from any losses, damages, or claims resulting from the Client's breach of, or failure to fulfil, any obligations under these Terms.
10.1 Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot legally be excluded.
10.2 Subject to clause 10.1, neither party shall be liable for: (a) loss of profits; (b) loss of business or sales; (c) loss of contracts; (d) anticipated savings; (e) data corruption or loss; (f) damage to reputation or goodwill; or (g) any indirect or consequential loss.
10.3 Subject to clause 10.1, the total liability of either party in connection with this Contract is limited to the total Fees paid. All other implied conditions or warranties are excluded where permissible by law.
10.4 Catuma Synergy Hub does not guarantee uninterrupted access to the Game across all platforms or devices and is not liable for any losses suffered if the Game is not fully operational.
10.5 This clause shall survive the termination of the Contract.
11.1 Both parties will comply with all applicable Data Protection Laws. This clause does not replace any obligations under such legislation.
11.2 The Client is the Data Controller, and Catuma Synergy Hub is the Data Processor for any personal data processed under this Agreement.
11.3 The Client must ensure that all necessary consents and notices are in place for the lawful transfer and processing of personal data by Catuma Synergy Hub.
11.4 Catuma Synergy Hub will process personal data only as instructed by the Client.
11.5 Catuma Synergy Hub will ensure that employees who access personal data are reliable and subject to appropriate confidentiality obligations.
11.6 Catuma Synergy Hub will take appropriate technical and organisational measures to protect personal data against unauthorised processing, accidental loss, or damage.
11.7 The Client consents to Catuma Synergy Hub appointing Google Cloud EMEA Limited as a third-party data processor, subject to data protection terms consistent with applicable law.
11.8 Catuma Synergy Hub may engage additional third-party processors, provided their terms are consistent with this Agreement and terminate upon its termination.
12.1 The Contract will commence on the agreed Start Date and remain in effect until the Subscription Period ends, unless terminated earlier under clause 13.
13.1 The Client may terminate the Contract at any time before the Game launch by providing written notice to Catuma Synergy Hub.
13.2 Either party may terminate the Contract with immediate effect if: (a) the other party commits a material breach and fails to remedy it within 20 days; (b) the other party enters insolvency proceedings; (c) the other party ceases substantial business operations; or (d) the other party's financial position deteriorates significantly, jeopardising their ability to fulfil the Contract.
13.3 Catuma Synergy Hub may terminate the Contract immediately if the Client fails to make any payment when due.
14.1 Termination does not affect any rights or obligations accrued before the termination date, including the right to claim damages.
14.2 Any provisions intended to survive termination will remain in full force.
15.1 Each party agrees not to disclose or use the other party's confidential information except as necessary to fulfil their obligations under this Contract.
16.1 Nothing in this Contract establishes a partnership, joint venture, or agency relationship between the parties.
17.1 Neither party will be held liable for delays or failures caused by circumstances beyond their reasonable control. If such circumstances persist for more than four weeks, the unaffected party may terminate the Contract with 30 days' written notice.
18.1 This Contract represents the complete agreement between the parties and supersedes any prior discussions, representations, or agreements relating to its subject matter.
19.1 If there is any conflict between the terms of the Contract and these Conditions, these Conditions shall prevail.
20.1 No third party shall have any rights to enforce any terms of this Contract under the Contracts (Rights of Third Parties) Act 1999.
21.1 This Contract and any related disputes are governed by the laws of England and Wales.
21.2 Both parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising under or in connection with this Contract.