Thank you for your interest in this Software as a Service (SaaS) Terms and Service Agreement (“Terms”). These Terms constitute a legal agreement between you and ambi.careers governing your (Client”) use of our Software and Services (“Services”).
ABOUT US
We are Stability Chapter, lda of R. Actor Augusto de Melo, 6, Lisbon, Portugal. (“Stability Chapter, lda”, “we”, “us”, or “our”).
We operate ambi.careers located at ambi.careers (our “website”) and provide the Job Posting, Inbound Applications, Candidate Search, Candidate Pool, Custom Branding, AI Interviewer, AI Sourcing, ATS Integration and other auxiliary Services.
To contact us, please email us at email using legal@ambi.careers.
These Terms were last updated on Monday, 09th of October, 2023, and are the current and valid version.
INTERPRETATION
The definitions and rules of interpretation in this Clause apply in this agreement.
Authorized Users: those employees, agents and independent contractors of the Client who are authorized by the Client to use the Services, as further described in Clause 3.2.
Business Day: any day which is not a Saturday, Sunday or public holiday in Portugal.
Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
Confidential Information: information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in Clause 12 Effective Date: the date of this agreement.
Initial Subscription Term: the initial term of this agreement as set out at the time of sign up.
Normal Business Hours: 9.00 am to 5.30 pm (GMT), each Business Day.
Services: the subscription services provided by Stability Chapter, lda to the Client under this agreement via ambi.careersas set out at the time of sign up. Software: the online software applications provided by Stability Chapter, lda as part of the Services.
Subscription Fees: the subscription fees payable by the Client to Stability Chapter, lda for the User Subscriptions, as set out at the time of sign up.
Subscription Term: has the meaning given in Clause 10.
Trial Period: has the meaning given in Clause 2 and as set out at the time of sign up.
User Subscriptions: the user subscriptions purchased by the Client pursuant to Clause 10 which entitle Authorized Users to access and use the Services in accordance with this agreement.
Virus: anything or device (including any software, code, file or programme) which may:
prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or
adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Clause and paragraph headings shall not affect the interpretation of this agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assignments.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Words in the singular shall include the plural and vice versa.
A reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
A reference to writing or written includes e-mail.
TRIAL, EVALUATION, AND BETA
If this Agreement is for a trial, evaluation, or beta license,the licenses granted will terminate upon the expiration or cancellation of the trial, beta, or evaluation period as set out at the time of sign up, or when the Services are no longer available.
Client may use the Services only for the duration of the trial or evaluation period.
All such licenses are limited to one per Client per promotion or beta test.
LICENSE
Subject to the Client purchasing the User Subscriptions or any available Trial Period, the restrictions set out in this Clause 3 and the other terms and conditions of this agreement, Stability Chapter, lda hereby grants to the Client a nonexclusive, non-transferable right to permit the Authorized Users to use the Services during the Subscription Term solely for the Client's internal business operations.
In relation to the Authorized Users, the Client undertakes that:
the maximum number of Authorized Users that it authorized to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
it will not allow or suffer any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services
it shall maintain a written, up to date list of current Authorized Users and provide such list to Stability Chapter, lda within 5 Business Days of Stability Chapter, lda’s written request at any time or times;
it shall permit Stability Chapter, lda to audit the Services in order to establish the name and password of each Authorized User. Such audit may be conducted no more than once per quarter, at Stability Chapter, lda's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
if any of the audits reveal that access has been provided to any individual who is not an Authorized User, then without prejudice to Stability Chapter, lda's other rights, the Client shall promptly disable such User and Stability Chapter, lda shall not provide any new access to any such individual; and
if any of the audits reveal that the Client has underpaid Subscription Fees to Stability Chapter, lda, the Client shall pay to Stability Chapter, lda an amount equal to such underpayment as calculated in accordance with the prices set out by Stability Chapter, lda within 10 Business Days of the date of the relevant audit.
The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitate illegal activity;
depict sexually explicit images; promote unlawful violence;
are discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or
cause damage or injury to any person or property; and
Stability Chapter, lda reserves the right, without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this Clause.
The Client shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or access all or any part of the Services in order to build a product or service which competes with the Services; or
use the Services to provide services to third parties; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or
otherwise make the Services available to any third party except the Authorized Users, or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Clause 3;
The Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Stability Chapter, lda.
The rights provided under this Clause 3 are granted to the Client only and shall not be considered granted to any subsidiary or holding company of the Client.
ADDITIONAL USER SUBSCRIPTIONS
Subject to Clause 4.2 and Clause 4.3, the Client may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out at the time of sign up and Stability Chapter, lda shall grant access to the Services to such additional Authorized Users in accordance with the provisions of this agreement.
If the Client wishes to purchase additional User Subscriptions, the Client shall notify Stability Chapter, lda in writing. Stability Chapter, lda shall evaluate such request for additional User Subscriptions and respond to the Client with approval or disapproval of the request (such approval not to be unreasonably withheld).
If Stability Chapter, lda approves the Client’s request to purchase additional User Subscriptions, the Client shall, within 30 days of the date of Stability Chapter, lda’s invoice, pay to Stability Chapter, lda the relevant fees for such additional User Subscriptions and, if such additional User Subscriptions are purchased by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be prorated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
SERVICES
Stability Chapter, lda shall, during the Subscription Term, provide the Services to the Client on and subject to the terms of this agreement.
Stability Chapter, lda shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:
planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am;
and unscheduled maintenance performed outside Normal Business Hours, provided that Stability Chapter, lda has used reasonable endeavors to give the Client at least 6 Normal Business Hours’ notice in advance.
Stability Chapter, lda will, as part of the Services and at no additional cost to the Client, provide the Client with Stability Chapter, lda’s standard Client support services during Normal Business Hours in accordance with Stability Chapter, lda's Support Services Policy in effect at the time that the Services are provided. Stability Chapter, lda may amend the Support Services Policy in its sole and absolute discretion from time to time. The Client may purchase enhanced support services separately at Stability Chapter, lda’s then current rates.
CLIENT’S DATA
The Client shall own all rights, title and interest in and to all of the Client’s Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client’s Data.
If Stability Chapter, lda processes any personal data on the Client’s behalf when performing its obligations under this agreement, the parties record their intention that the Client shall be the data controller and Stability Chapter, lda shall be a data processor and in any such case:
the Client acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Client and the Authorized Users are located in order to carry out the Services and Stability Chapter, lda’s other obligations under this agreement.
the Client shall ensure that the Client is entitled to transfer the relevant personal data to Stability Chapter, lda so that Stability Chapter, lda may lawfully use, process and transfer the personal data in accordance with this agreement on the Client's behalf;
the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
Stability Chapter, lda shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Client from time to time; and
each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
THIRD PARTY PROVIDERS
The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Stability Chapter, lda makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party.
Any contract entered into, and any transaction completed via any third-party website is between the Client and the relevant third party, and not Stability Chapter, lda. Stability Chapter, lda recommends that the Client refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Stability Chapter, lda does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services.
Stability Chapter, lda'S OBLIGATIONS
Stability Chapter, lda undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
The undertaking at Clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Stability Chapter, lda's instructions, or modification or alteration of the Services by any party other than Stability Chapter, lda or Stability Chapter, lda's duly authorized contractors or agents. If the Services do not conform with the foregoing undertaking, Stability Chapter, lda will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in Clause 8.1.
Notwithstanding the foregoing, Stability Chapter, lda:
does not warrant that the Client's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client's requirements; and is 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 the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
This agreement shall not prevent Stability Chapter, lda from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
Stability Chapter, lda warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.
CLIENT'S OBLIGATIONS
The Client shall:
provide Stability Chapter, lda with:
all necessary cooperation in relation to this agreement; and
all necessary access to such information as may be required by Stability Chapter, lda; in order to render the Services, including but not limited to Client’s Data, security access information and configuration services;
comply with all applicable laws and regulations with respect to its activities under this agreement;
carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Stability Chapter, lda may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Authorized Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorized User’s breach of this agreement;
obtain and shall maintain all necessary licenses, consents, and permissions necessary for Stability Chapter, lda, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
ensure that its network and systems comply with the relevant specifications provided by Stability Chapter, lda from time to time; and
be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Stability Chapter, lda’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.
CHARGES AND PAYMENT
The Client shall pay the Subscription Fees to Stability Chapter, lda for the User Subscriptions in accordance with this Clause 10 and as set out at the time of sign up.
The Client shall on the Effective Date provide to Stability Chapter, lda valid, up-to-date and complete credit card details or approved purchase order information acceptable to Stability Chapter, lda and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides:
its credit card details to Stability Chapter, lda, the Client hereby authorizes Stability Chapter, lda to bill such credit card:
on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
its approved purchase order information to Stability Chapter, lda, Stability Chapter, lda shall invoice the Client:
on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Client shall pay each invoice within 30 days after the date of such invoice.
If Stability Chapter, lda has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Stability Chapter, lda:
Stability Chapter, lda may, without liability to the Client, disable the Client’s password, account and access to all or part of the Services and Stability Chapter, lda shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
Penalty will be due and accrue on such due amounts at an annual rate of 5% over the then current base lending rate of Stability Chapter, lda's bankers in Portugal at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
are non-cancellable and non-refundable;
are exclusive of value added tax, which shall be added to Stability Chapter, lda's invoice(s) at the appropriate rate.
Stability Chapter, lda shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased at the start of each Renewal Period upon 90 days' prior notice to the Client.
PROPRIETARY RIGHTS
The Client acknowledges and agrees that Stability Chapter, lda and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.
Stability Chapter, lda confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
CONFIDENTIALITY
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
is independently developed by the receiving party, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this agreement.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Stability Chapter, lda's Confidential Information.
Stability Chapter, lda acknowledges that the Client’s Data is the Confidential Information of the Client.
This Clause 12 shall survive termination of this agreement, however arising.
INDEMNITY
The Client shall defend, indemnify and hold harmless Stability Chapter, lda against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services, provided that:
the Client is given prompt notice of any such claim;
Stability Chapter, lda provides reasonable co-operation to the Client in the defense and settlement of such claim, at the Client's expense; and
the Client is given sole authority to defend or settle the claim.
Stability Chapter, lda shall, defend the Client, its officers, directors and employees against any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:
Stability Chapter, lda is given prompt notice of any such claim;
the Client provides reasonable co-operation to Stability Chapter, lda in the defense and settlement of such claim, at Stability Chapter, lda's expense; and
Stability Chapter, lda is given sole authority to defend or settle the claim.
In the defense or settlement of any claim, Stability Chapter, lda may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
In no event shall Stability Chapter, lda, its employees, agents and subcontractors be liable to the Client to the extent that the alleged infringement is based on:
a modification of the Services or Documentation by anyone other than Stability Chapter, lda; or
the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by Stability Chapter, lda; or
the Client's use of the Services or Documentation after notice of the alleged or actual infringement from Stability Chapter, lda or any appropriate authority.
The foregoing states the Client's sole and exclusive rights and remedies, and Stability Chapter, lda's (including Stability Chapter, lda’s employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
LIMITATION OF LIABILITY
Subject to the provisions of Clause 13 and this Clause 14 sets out the entire financial liability of Stability Chapter, lda (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Client in respect of:
any breach of this agreement;
any use made by the Client of the Services or any part of them; and
any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
Except as expressly and specifically provided in this agreement:
the Client assumes sole responsibility for results obtained from the use of the Services by the Client, and for conclusions drawn from such use. Stability Chapter, lda shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Stability Chapter, lda by the Client in connection with the Services, or any actions taken by Stability Chapter, lda at the Client's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
the Services are provided to the Client on an "as is" basis.
Nothing in this agreement excludes the liability of Stability Chapter, lda:
for death or personal injury caused by Stability Chapter, lda's negligence; or
for fraud or fraudulent misrepresentation.
Subject to Clause 14.2 and Clause 14.3:
Stability Chapter, lda shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
Stability Chapter, lda's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
TERM AND TERMINATION
This agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; or
a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or the other party ceases, or threatens to cease, to trade; or
there is a change of control of the other party; or
the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
On termination of this agreement for any reason:
all licenses granted under this agreement shall immediately terminate;
each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
Stability Chapter, lda may destroy or otherwise dispose of any of the Client’s Data in its possession unless Stability Chapter, lda receives, no later than ten days after the effective date of the termination of this agreement. Stability Chapter, lda shall use reasonable commercial endeavors to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by Stability Chapter, lda in returning or disposing of Client’s Data; and
the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
FORCE MAJEURE
Stability Chapter, lda shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Stability Chapter, lda or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Stability Chapter, lda`s or sub-contractors, provided that the Client is notified of such an event and its expected duration.
WAIVERA
waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
SEVERANCE
If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
ENTIRE AGREEMENT
This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
ASSIGNMENT
The Client shall not, without the prior written consent of Stability Chapter, lda, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
Stability Chapter, lda may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorize 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).
THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns.
NOTICES
Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this Agreement.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
GOVERNING LAW AND JURISDICTION
This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of Portugal.
The parties irrevocably agree that the courts of Portugal have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).