Application and Entire Agreement

1. These terms and conditions apply to the provision of services (the "Services") detailed in any agreement, offer, or quotation (collectively the "Contract") between us, Business Circle (the "Service Provider"), and you, the member or customer (the "Customer" or "You").

2. By accepting a quote, offer, or by participating in our Services, you confirm acceptance of these Terms & Conditions. Together, the Contract and these Terms & Conditions constitute the entire agreement between us.

3. You acknowledge that no statement, promise, or representation, except as stated in the Contract, shall apply. These Terms & Conditions take precedence over any additional terms or standards you may propose.

Interpretation

4. "Business day" refers to any day other than a Saturday, Sunday, or public holiday in the relevant jurisdiction.

5. Headings in these Terms & Conditions are for convenience only and do not affect their interpretation.

6. Singular words include the plural, and vice-versa.

Services

7. Business Circle commits to providing Services with reasonable skill and care, following the terms outlined in the Contract. Should adjustments to the Services be necessary due to legal, safety, or regulatory requirements, you will be informed as required.

8. We strive to deliver Services within the specified timeframe; however, time is not of the essence in completing our obligations.

9. Unless otherwise noted, these Terms & Conditions apply to any goods we may supply in relation to the Services.

Your Obligations

10. You are responsible for obtaining any permissions, licenses, or consents needed for us to provide the Services. You must furnish necessary information, materials, and access as required.

11. Non-compliance with Clause 10 may result in Service suspension or termination.

12. We are not liable for delays or failures in Services due to your non-compliance with the above obligations.

Fees

13. Fees for the Services are outlined in the Contract and are calculated on a time and materials basis unless otherwise specified.

14. Additional costs, including incidental expenses (e.g., travel, accommodation), third-party services, and necessary materials, are chargeable.

15. Fees for supplementary services not specified in the original Contract will apply as per our current rates, in addition to Clause 14 provisions.

16. All Fees exclude any applicable VAT or other taxes imposed by authorities.

Cancellation and Amendment

17. Quotations or offers can be withdrawn, cancelled, or amended within 14 days if Services have not yet begun or have not been accepted.

18. Either party may cancel an order before accepting the quotation.

19. To request Service amendments, notify us in writing as soon as possible. Additional costs will be reflected in the Fees.

20. If adjustments to Services are required due to unforeseen circumstances beyond our control, we will notify you and strive to minimize the impact of these changes.

Payment

21. Payment for Services is invoiced either upon completion or according to a schedule outlined in the Contract.

22. Payment is due within seven days of the invoice date, or as agreed upon.

23. Timely payment is essential for this Contract.

24. Should payment be delayed, interest of 2% above the Bank of England’s base rate will accrue on the outstanding amount until fully paid.

25. Payments must be made in full, with no deductions or set-offs, unless required by law.

26. Failure to pay may result in the suspension of Services and cancellation of future agreements.

27. Receipts will be issued upon request.

28. Unless agreed otherwise, all payments must be made in € Euros.

Sub-Contracting and Assignment

29. Business Circle reserves the right to assign, transfer, or subcontract any rights or obligations under these Terms.

30. You must not assign, transfer, or subcontract any rights or obligations without our prior written consent.

Termination

31. We may terminate Services if:

    • You commit a material breach of your obligations.

    • You fail to make a required payment on time.

    • Insolvency actions are undertaken against you or your organization.

Intellectual Property

32. Business Circle retains all intellectual property rights in any materials or goods provided under these Services and reserves the right to enforce these rights if infringed.

Liability and Indemnity

33. Our liability under these Terms is limited to the total amount of Fees payable under the Contract.

34. We are not liable for indirect, special, or consequential losses, including loss of profits, reputation, or data.

35. No liability is accepted for delays or non-performance due to causes beyond our reasonable control.

36. You agree to indemnify us against damages, costs, or claims arising from your actions or breach of obligations.

37. Nothing in these Terms shall limit or exclude liability for death or personal injury due to negligence, fraud, or any other matter for which it is unlawful to exclude or limit liability.

Data Protection

38. When providing Services, we may process personal data of the Customer or employees.

39. Where applicable, the Customer is the "Data Controller," and we are the "Data Processor" under GDPR.

40. We will only process data to the extent required for providing Services and will protect personal data as per our Data Protection Policy available upon request.

Circumstances Beyond a Party’s Control

41. Neither party is liable for failures or delays due to causes beyond reasonable control, including natural disasters, industrial action, or governmental action. If delays continue for 90 days, either party may cancel the Services.

Communications

42. Notices must be in writing, signed by the authorized party, and can be delivered via courier, email, fax, or mail.

No Waiver

43. No delay in exercising rights constitutes a waiver of those rights or any other remedy.

Severance

44. If any clause of these Terms is deemed unlawful or unenforceable, the remaining provisions remain effective.

Law and Jurisdiction

45. This Agreement is governed by Italian law, and any disputes fall under the jurisdiction of Italian courts.