Important notice: We do not require a signed agreement. Your use of any services or resource provided by us, including this website, denotes your complete agreement with and acceptance of these terms and conditions.
1.1 About West Desk Emails: West Desk Emails specializes in providing expert email marketing services, including strategy, design, automation, and campaign management tailored for businesses. By registering for West Desk Emails, you acknowledge that our services will be a key component of your marketing strategy, and that you are using them in the context of your trade, business, or profession.
1.2 Terms and Conditions Agreement: Please read these terms and conditions (the "Terms") and West Desk Emails' Privacy Policy thoroughly before registering through our website, hello@thewestdesk.com (referred to in these Terms as "the Website"), to receive services from West Desk Tech Private Limited (referred to in the Terms as "West Desk Emails"). In these Terms, you, the user of our services, are referred to as the "Client."
1.3 Duration of Agreement: These Terms become effective from the date you register as a client on the Website, whether for a standard service or a free trial, and remain in effect until this agreement is terminated as per clause 14.
1.4 Acceptance of Terms: By clicking to accept or agree to these Terms when prompted on the Website, you confirm your acceptance of and agreement to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you should not proceed with registration.
1.5 Limitation of Liability: Please note that clauses 12 and 13.1 in these Terms limit the liability of West Desk Emails to you as the Client.
1.6 Contact Information: For any queries or feedback regarding our Services or the Website, please reach out to us at hello@thewestdesk.com.
1.7 Jurisdiction and Governing Law: West Desk Emails operates from India. This agreement and any disputes or claims arising from it (including non-contractual disputes or claims) shall be governed by and construed in accordance with Indian law. Both parties agree to the exclusive jurisdiction of the courts of India for any disputes or claims associated with these Terms.
2.1 The following definitions apply in these Terms.
Billday: The day of the month on which the Client agrees via the West Desk Emails website to begin the Monthly Subscription Charge for email marketing services. This is the same day in each subsequent month. If this day does not occur in a month (e.g., 30th in February), the last day of that month is substituted as the Billday for email marketing services.
Brief: A request for email marketing services, submitted by the Client via the West Desk Emails website, detailing the Client’s requirements. This includes target audience specifications, desired content, frequency of emails, design preferences, and any applicable desired timescales for completion.
Charges: (i) The Monthly Subscription Charge for email marketing services; and (ii) any additional time-based charges for supplementary email marketing services calculated in accordance with West Desk Emails' standard daily fee rates and agreed with the Client via the website.
Client Material: All documents, information, and materials provided by the Client relevant to the email marketing services as specified in the Brief, including email lists, branding guidelines, and pre-written content.
Client Personal Data: All personal data (as defined in Data Protection Laws) included in Client Material, particularly email addresses and demographic information used in email marketing campaigns.
Confidential Information: Information that the Client provides to West Desk Emails (or to an assistant) in a Brief, which the Client reasonably expects to be kept confidential. This includes details of the Client’s email marketing strategies, client lists, and any payment card information provided by the Client.
Data Protection Laws: Applicable and binding laws on the Client, or West Desk Emails and/or the Brief, concerning the handling of personal data in email marketing, including anti-spam laws and regulations.
Assistant: An individual or entity subcontracted by West Desk Emails to assist in providing specific email marketing services for a particular Brief.
GDPR: The General Data Protection Regulation (EU) 2016/679.
Group: West Desk Emails, its subsidiaries or holding companies from time to time, and any subsidiary of any holding company from time to time.
Hourly Charges: Charges agreed with the Client via the West Desk Emails website for any additional time to be spent in fulfilling the email marketing services in excess of the time allocation represented by the Monthly Subscription Charge.
Intellectual Property Rights: Rights in all documents, products, and materials developed by West Desk Emails or its subcontractors in relation to a Brief in the field of email marketing, including data, reports, email templates, and specifications (including drafts).
Monthly Subscription Charge: The monthly subscription charge in respect of the email marketing services, as agreed to by the Client via the West Desk Emails website, representing an agreed allocation of time to be spent each month in providing these services.
Services: The email marketing services to be provided by West Desk Emails under these Terms as set out in a Brief, including but not limited to campaign strategy, design, implementation, analytics, and compliance advisory.
Time Budget: A maximum allocation of time, stated in a particular Brief for email marketing services, which the Client wishes to be decremented from its West Desk Emails account in respect of that Brief.
Website: westdeskemails.com, or any West Desk Emails mobile application, or any replacement or substitute for them notified to the Client.
Writing: Includes email, SMS, the West Desk Emails website, or any other means of written communication agreed between Client and West Desk Emails.
Work: All documents, products, and materials developed by West Desk Emails or its subcontractors in relation to an email marketing Brief in any form, including campaign reports, email content, and analytics data.
2.2 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006. A company is treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) as a nominee.
3.1 Processing Briefs for Email Marketing Services:
(a) The Client shall provide West Desk Emails with a Brief, detailing the email marketing services required. This includes: a description of the email campaign; desired completion dates; relevant Client Materials like email lists or content; and any Time Budget specific to email marketing tasks.
(b) West Desk Emails shall confirm acceptance of the Brief through email, the website, SMS, or by phone, indicating whether the Brief is accepted as is or if any changes are required for acceptance.
3.2 Discretion in Accepting Briefs:
Client acknowledges that West Desk Emails may, at its absolute discretion, refuse any Brief, especially if it breaches any clause, notably clause 6.1.
3.3 Amendment of Briefs:
Once a Brief is agreed and signed as per clause 3.1(b), no amendment shall be made except by mutual written agreement of the parties, with specific considerations for email marketing strategies.
3.4 Cancellation of Briefs:
If West Desk Emails reasonably suspects non-compliance with these Terms in a Brief, it may cancel the Brief without liability and will credit any Charges applied for time spent on such a Brief.
3.5 Meeting the Brief within Time Budget:
West Desk Emails will aim to meet the Brief within the stated Time Budget. If additional time is needed, the Client will be notified to decide on purchasing extra time or abandoning the Brief.
4.1 Quality of Work:
All Work produced for email marketing services shall be executed with reasonable skill and care, adhering to best practices in email marketing.
4.2 Service Provision:
West Desk Emails shall endeavor to provide email marketing services and deliver Work to the Client in line with the Brief in all material respects.
4.3 Performance Dates:
West Desk Emails will strive to meet performance dates specified in the Brief, but such dates are only estimates, and time shall not be of the essence of these Terms or any Brief.
4.4 Autonomy in Service Provision:
While adhering to the Brief, the Client acknowledges no control over the manner or location of service provision, nor the choice of tools and equipment used for email marketing services.
4.5 Website Security:
West Desk Emails will endeavor to ensure the website (westdeskemails.com) is free from viruses, trojans, or other malware.
4.6 Flexibility in Service Scope:
The Client acknowledges that the range of email marketing services is neither unlimited nor fixed. West Desk Emails may, without liability, refuse any Brief and adjust the scope of services as needed.
5.1 Quality Assurance and Limitations:
West Desk Emails exercises due diligence in selecting its assistants for email marketing tasks. However, given the subjective nature of email marketing and the diverse range of clients and Briefs, West Desk Emails cannot guarantee that all Work will be 100% error-free or comprehensive.
5.2 No Warranty for Certain Aspects:
West Desk Emails makes no warranty that:
(a) The Services will meet all the Client’s specific email marketing requirements.
(b) The Website (westdeskemails.com) will be uninterrupted, timely, secure, or error-free.
(c) The Work, particularly in email marketing, will be completely error-free or comprehensive.
(d) Any specific assistant will always be available for a particular Brief.
(e) Client Material and Confidential Information will be 100% secure against all risks, despite appropriate measures for security.
(f) The quality of email marketing Work obtained will meet all the Client’s expectations.
5.3 Limitation on Advice and Information:
No advice or information, whether oral or written, obtained from West Desk Emails or its assistants, shall create any warranty not expressly stated in these Terms.
5.4 Disclaimer:
To the maximum extent permitted by law, West Desk Emails disclaims all implied warranties regarding the Work, the Services, and the assistants, except as expressly stated in these Terms.
6.1 Client’s Responsibilities:
The Client shall:
(a) Cooperate with West Desk Emails in matters related to email marketing Services.
(b) Obtain necessary licences and comply with legislation relevant to email marketing Services.
(c) Ensure rights to submit Briefs, including Intellectual Property Rights.
(d) Avoid submitting unauthorized Briefs.
(e) Not require installation of software beyond standard packages for email marketing.
(f) Refrain from submitting Briefs that might infringe on rights, be offensive, illegal, defamatory, or endanger safety.
(g) Avoid Briefs involving sensitive personal data processing, as specified.
6.2 Consequences of Client’s Actions:
If the Client’s actions prevent or delay West Desk Emails’ performance, the Client is responsible for any resulting costs or losses.
6.3 Liability for Client’s Actions:
The Client is liable for costs or losses incurred by West Desk Emails due to the Client’s fraud, negligence, or failure in performance of obligations, with West Desk Emails confirming such costs in writing.
6.4 Confidential Information and Material Disclosure:
The Client warrants the right to disclose Confidential Information and Client Material to West Desk Emails for email marketing services.
6.5 Account Security:
The Client is responsible for maintaining the confidentiality of their account login details and must notify West Desk Emails of any unauthorized account usage.
6.6 Prohibition on Unauthorized Use:
The Client agrees not to reproduce, duplicate, copy, or re-sell the Services or any part of them.
6.7 Non-Entitlement to Direct Assistants:
The Client acknowledges they cannot direct or control the work of any assistant regarding the time or location of fulfilling the Brief.
7.1 Client Acknowledgment:
(a) West Desk Emails has invested substantially in sourcing skilled individuals/entities suitable as assistants for specialized email marketing tasks.
(b) West Desk Emails has a legitimate interest in protecting this investment.
(c) West Desk Emails' agreements with assistants require their consent before they engage directly with clients they have worked with. Thus, for 9 months following the last accepted Brief under these Terms, the Client agrees not to solicit any assistant for direct or indirect engagement without West Desk Emails' written consent.
7.2 Consent for Assistant Engagement:
West Desk Emails has absolute discretion in granting consent for assistant engagement, potentially subject to financial conditions like those in clause 7.3.
7.3 Breach of Exclusivity:
In case of breach of clause 7.1 by the Client, they shall pay West Desk Emails a sum equal to 100% of the Charges for all Briefs involving the assistant in question in the 12 months before the most recent Brief. These sums represent a pre-estimate of West Desk Emails’ loss due to the breach.
8.1 Service Dissatisfaction:
If the Client is dissatisfied with the email marketing Work or Services, they should first contact hello@westdeskemails.com. If the Client demonstrates unmet requirements of an accepted Brief, West Desk Emails will either satisfactorily complete the Work or credit the time charged for the unmet requirement.
8.2 Subscription and Refund Policy:
West Desk Emails requires a fee for certain Services. Subscription fees and other charges are non-refundable and are billed periodically until cancellation. The Client is responsible for updating payment information to avoid service interruption. Fees and taxes are payable in United States dollars for U.S. residents.
9. CHARGES AND PAYMENT
9.1 Payment Responsibility:
The Client is solely responsible for paying the Charges.
9.2 VAT Exclusion:
All Charges are exclusive of VAT.
9.3 Time Recording by Assistants:
Assistants engaged in Services will record time spent on Services.
9.4 Advance Payment:
Charges are payable in advance by credit/debit card or wire transfer. The Monthly Subscription Charge is due on each Billday.
9.5 Charge Review and Increases:
West Desk Emails may review and increase Charges, providing advance notice to the Client. If unacceptable, the Client may terminate the agreement within 10 days of such notice.
9.6 Late Payment Consequences:
Late payments accrue interest, and West Desk Emails may suspend Services until full payment.
9.7 Immediate Due on Termination:
All sums become due immediately upon termination of these Terms.
9.8 Full Payment Without Deductions:
Payments are to be made in full without any deductions or withholdings.
9.9 Collections Agency Involvement:
Failure to pay may lead to involvement of a collections agency, with the Client bearing any additional costs.
10.1 Ownership and Licensing of Work:
As between the Client and West Desk Emails, all Intellectual Property Rights and other rights in the Work produced for email marketing purposes shall be owned by West Desk Emails. Subject to clause 10.3, West Desk Emails licenses these rights to the Client free of charge and on a non-exclusive, worldwide basis, to the extent necessary for the Client to utilize the Work and Services for their internal business uses, including the provision of their own goods and/or services to third parties. However, the Client is expressly prohibited from reselling any digital content, email templates, strategies, or any other Work created for email marketing without West Desk Emails' prior written consent.
10.2 Ownership of Client Materials and Confidential Information:
Notwithstanding the above, any Confidential Information of the Client and any Client Material, especially those relating to email lists, marketing strategies, or proprietary data, shall remain under the ownership of the Client.
10.3 Use of Pre-existing Materials in Work:
The Client acknowledges that, in instances where West Desk Emails does not own any or all of the pre-existing materials included in the Work, such as stock images or third-party software used in creating email content, the Client’s right to use these materials is conditional on the Client obtaining a written license (or sub-license) from the respective licensors. This allows the Client to use the Work for email marketing purposes under the terms of that license.
11.1 Maintaining Confidentiality:
West Desk Emails commits to maintaining the confidentiality of the Client’s Confidential Information. Except for purposes strictly necessary for providing the email marketing Services (which may include disclosure to assistants or their sub-contractors), or with the Client’s prior written consent, West Desk Emails shall not use, disclose, copy, or record the Client's Confidential Information.
11.2 Exclusions from Confidentiality Obligation:
The confidentiality obligation specified in clause 11.1 does not apply to any information that is or becomes publicly known (other than through breach by West Desk Emails), was already known to West Desk Emails prior to disclosure by the Client, is received from a third party not under confidentiality restrictions with the Client, was lawfully in the possession of West Desk Emails before disclosure by the Client, is agreed by both parties to be non-confidential or may be disclosed, or is independently developed by West Desk Emails without using the Confidential Information provided by the Client.
11.3 Permitted Disclosure:
West Desk Emails may disclose the Client’s Confidential Information to its Group members and assistants who require this information to provide the email marketing Services, ensuring that such disclosures are made under similar confidentiality terms.
11.4 Legal Requirement for Disclosure:
If legally required, West Desk Emails may disclose Confidential Information, but will attempt to provide as much advance notice to the Client as possible and will disclose only the minimum amount necessary to comply with such legal requirements.
11.5 Destruction or Return of Confidential Materials:
Upon the Client's reasonable request, West Desk Emails shall either destroy or return the Confidential Information to the Client, along with any materials (in any format) containing or derived from the Confidential Information.
12.1 Exclusions from Liability Limitation:
Nothing in these Terms shall limit or exclude West Desk Emails’ liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law.
12.2 Limitation of Liability:
Subject to clause 12.1, West Desk Emails shall not be liable to the Client for any indirect or consequential losses, including but not limited to loss of profits, sales, business, agreements, anticipated savings, data, goodwill, or any corruption of software or information.
12.3 Cap on Total Liability:
Subject to the above clauses, the total liability of West Desk Emails to the Client, whether under contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the sum of $200 for each claim or series of connected claims, and in total to an amount equivalent to twice the total Charges paid by the Client in any consecutive 12-month period.
12.4 Exclusion of Certain Implied Terms:
Terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms.
13.1 Caution Against Sharing Sensitive Financial Information:
West Desk Emails advises Clients against including or transmitting any sensitive financial information, such as bank account or payment card details, in any Brief or to any assistant. The Client acknowledges that West Desk Emails bears no liability for losses arising from the Client’s disclosure of such information to an assistant.
13.2 Handling of Client Personal Data:
(a) If Client Personal Data is provided to West Desk Emails (not directly to an assistant), West Desk Emails acts as the data processor, and such processing is governed by the West Desk Data Processing Terms detailed in clause 16.
(b) If Client Personal Data is provided directly to an assistant by the Client, the assistant is the data processor. The Client and the assistant may agree in writing to process such data in compliance with GDPR Article 28.
(c) In the absence of specific data processing terms between the Client and the assistant, the standard assistant-Client Data Processing Terms apply until otherwise agreed.
14.1 Grounds for Termination:
Either party may terminate the agreement immediately if the other:
(a) Fails to pay due amounts under these Terms and remains in default for 14 days after notification.
(b) Commits an unremediable material breach, or fails to remedy a remediable breach within 14 days of notification.
(c) Undergoes insolvency events or ceases business operations.
(d) Repeatedly breaches Terms in a manner indicating an intention or inability to comply with the Terms.
14.2 Notice Period for Termination:
The agreement can be terminated by either party with a notice equivalent to one full Monthly Subscription Charge period. If notice is given part-way through a billing period, termination occurs on the Billday following the subsequent Billday after notice.
15.1 Upon Termination:
(a) The Client must immediately settle all outstanding invoices and interest to West Desk Emails. West Desk Emails may invoice for Services provided but not yet invoiced, payable upon receipt.
(b) One month post-termination, the Client may lose access to information related to specific Briefs.
(c) Continuation of Specific Clauses: Post-termination, certain clauses remain in effect, including clauses 7 (Exclusivity), 10 (Intellectual Property Rights), 11 (Confidentiality and West Desk Emails’ Property), 12 (Limitation of Liability), 15.1, and 1.7 (Governing Law and Jurisdiction).
15.2 Rights and Liabilities Post-Termination:
Termination or expiry of these Terms does not affect accrued rights, remedies, obligations, or liabilities, including the right to claim damages for breaches existing at or before termination or expiry.
16.1 Definitions and Interpretation:
In this clause, terms such as Personal Data, Data Subject, Data Processor, and Data Controller shall be interpreted and understood as they are defined in the Data Protection Laws, ensuring that their meanings are consistent with the requirements of said laws, and recognizing the specific roles and responsibilities that these terms imply, particularly in the context of an email marketing agency like West Desk Emails which handles a significant volume of such data in its operations.
16.2 Compliance with Data Protection Obligations:
To the fullest extent that West Desk Emails processes Client Personal Data in its capacity as a Data Processor for the Client, West Desk Emails shall adhere strictly to and comply with all the obligations placed upon it as a Data Processor under the Data Protection Laws, recognizing the critical importance of these obligations in the context of the services provided by West Desk Emails which involve the processing, handling, and protection of substantial amounts of Client Personal Data.
16.3 Client’s Obligations and Indemnity:
The Client shall, at all times without fail, ensure full compliance with all applicable Data Protection Laws in connection with the processing of Client Personal Data, and shall ensure that all instructions issued by it to West Desk Emails in respect of Client Personal Data are at all times fully in accordance with the requirements of the Data Protection Laws. Furthermore, the Client shall indemnify and keep fully indemnified West Desk Emails against all manner of losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands, and legal and professional costs arising out of or in connection with any breach by the Client of its obligations under this critical clause 16.
16.4 Processing Instructions and Legal Compliance:
(a) West Desk Emails shall process the Client Personal Data exclusively in accordance with the stipulations of this Agreement, and shall not undertake any alternative processing activities unless such alternative processing instructions are agreed upon between the parties in writing, except where such processing is required by applicable law. In cases where applicable law necessitates a deviation from the Agreement, West Desk Emails shall inform the Client of this legal requirement prior to processing, unless such notification is prohibited by the applicable law on important grounds of public interest.
(b) In instances where West Desk Emails believes that any instruction received by it from the Client is likely to infringe upon the Data Protection Laws, West Desk Emails shall promptly inform the Client of such potential infringement and shall be entitled to cease to provide the relevant Services until such time as the parties have agreed upon appropriate amended instructions which do not infringe upon the Data Protection Laws.
16.5 Implementation of Technical and Organizational Measures:
Taking into account the state of technological development and the nature of the processing activities involved in email marketing services, West Desk Emails shall implement and maintain the highest standards of technical and organizational measures to ensure the protection of the Client Personal Data against accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, or access. These measures shall be detailed on a dedicated page, clearly outlining the specific protections and protocols employed by West Desk Emails in safeguarding the Client Personal Data.
16.6 Notification and Authorization of Sub-processors:
West Desk Emails shall inform the Client of any addition, replacement, or other changes concerning third parties (including assistants) authorized by West Desk Emails to have logical access to and process Client Personal Data for the purpose of providing the Services, known as “Sub-processors.” West Desk Emails shall provide the Client with the opportunity to reasonably object to such changes on legitimate grounds. The Client acknowledges and understands that these Sub-processors are integral to the provision of the Services, and that any objection to the use of a specific Sub-processor may impede West Desk Emails’ ability to provide the Services to the Client. West Desk Emails will enter into a written agreement with each Sub-processor that imposes on the Sub-processor obligations comparable to those imposed on West Desk Emails under this clause 16, including appropriate and robust data security measures. In the event that a Sub-processor fails to fulfill its data protection obligations as specified in the written agreement with West Desk Emails, West Desk Emails will remain fully liable to the Client for the performance of the Sub-processor’s obligations under such agreement. The Client provides a general written authorization to West Desk Emails to engage Sub-processors as necessary to perform the Services effectively and efficiently.
16.7 Assistance in Compliance and Data Subject Requests:
(a) West Desk Emails shall, at the cost of the Client, provide assistance to the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws), taking into account the nature of the processing activities and the information available to West Desk Emails. This assistance is particularly relevant in the context of the specific types of data processing activities undertaken by West Desk Emails in the course of providing email marketing services.
(b) Furthermore, taking into account the nature of the processing activities, West Desk Emails shall assist the Client (by implementing appropriate technical and organizational measures), insofar as it is possible, for the fulfillment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Client Personal Data. This assistance is essential given the nature of email marketing services which involve the handling and processing of substantial quantities of Client Personal Data.
16.8 International Data Transfers:
In the course of providing email marketing services, West Desk Emails may transfer Client Personal Data processed under this Agreement outside the European Economic Area (“EEA”) or Switzerland as necessary to provide the Services. In such cases where West Desk Emails transfers Client Personal Data to a jurisdiction for which the European Commission has not issued an adequacy decision, West Desk Emails will ensure that appropriate safeguards have been implemented for the transfer of Client Personal Data in accordance with Data Protection Laws, recognizing the importance of maintaining the highest standards of data protection in all jurisdictions in which West Desk Emails operates.
16.9 Prompt Notification of Security Breaches:
In the event of any security breach concerning any Client Personal Data, West Desk Emails shall notify the Client without undue delay and in writing upon becoming aware of such a security breach, recognizing the critical importance of prompt and transparent communication in managing and mitigating any potential impact of such security breaches.
16.10 Handling of Client Personal Data Post-Service:
Upon the termination of the provision of the Services relating to the processing of Client Personal Data, West Desk Emails shall, at the cost of the Client and according to the Client’s instructions, either return all of the Client Personal Data to the Client or securely dispose of the Client Personal Data (and thereafter promptly delete all existing copies of it), except to the extent that any applicable law requires West Desk Emails to store such Client Personal Data. This clause is of particular importance given the sensitive nature of Client Personal Data handled by West Desk Emails in the course of providing email marketing services.
16.11 Survival of Data Processing Obligations Post-Agreement Termination:
This crucial clause 16, which outlines the detailed data processing obligations of West Desk Emails, shall survive the termination or expiry of this Agreement, reflecting the ongoing importance and relevance of these obligations even after the cessation of the provision of services.
17.1 Definition of Force Majeure Event:
A Force Majeure Event refers to any situation or occurrence not within a party’s reasonable control, which includes but is not limited to:
(a) Natural phenomena such as acts of God, flood, drought, earthquake, or other natural disasters;
(b) Public health emergencies like an epidemic or pandemic;
(c) Events of a geopolitical or societal nature such as a terrorist attack, civil war, civil commotion or riots, war, the threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) Environmental or scientific hazards like nuclear, chemical or biological contamination, or a sonic boom;
(e) Governmental actions such as any law or action taken by a government or public authority, including imposing an export or import restriction, quota, or prohibition, or the failure to grant a necessary license or consent;
(f) Structural or accidental events like the collapse of buildings, fire, explosion, or accident;
(g) Workplace disruptions including any labor or trade dispute, strikes, industrial action, or lockouts;
(h) Failures in the supply chain such as non-performance by suppliers, subcontractors, and assistants;
(i) Utilities failures like the interruption or failure of utility service.
17.2 Effect of a Force Majeure Event:
If a party (referred to as the Affected Party) is prevented, hindered, or delayed from performing any of its obligations under these Terms due to a Force Majeure Event, and has complied with clause 17.4, it will not be considered in breach of these Terms, nor liable for the delay or failure in performance. The time for fulfilling these obligations shall be extended accordingly.
17.3 Suspension of Corresponding Obligations:
The obligations of the other party will be suspended to the same extent as those of the Affected Party, and the time for their performance will be similarly extended.
17.4 Notification and Mitigation Requirements:
The Affected Party must:
(a) Notify the other party in writing as soon as reasonably practicable after the start of the Force Majeure Event, detailing the nature of the event, its start date, its likely or potential duration, and its effect on the ability to perform obligations under the agreement;
(b) Use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.
17.5 Termination Due to Extended Force Majeure Event:
If the Force Majeure Event continues to prevent, hinder, or delay the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate these Terms by giving 1 week's written notice to the Affected Party.
18.1 Requirement for Written Variation:
Subject to clause 18.2, no variation of these Terms shall be effective unless it is in writing and signed by both parties (or their authorized representatives).
18.2 Right of West Desk Emails to Revise Terms:
West Desk Emails may revise these Terms from time to time and will notify the Client of any changes in advance through the Website. Revisions applicable to the current Monthly Subscription Charge billing period will be limited to those necessary to reflect changes in relevant laws and regulatory requirements. All other revisions will take effect from the following Monthly Subscription Charge billing period.
19.1 No Waiver:
No failure or delay by a party in exercising any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.2 References and Obligations:
A reference to writing or written includes emails and interactions through the Website. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. References to clauses are references to the clauses of these Terms.
19.3 Interpretation of Terms:
Any words following terms such as including, include, in particular, for example, or any similar expressions are to be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
19.4 Rights and Remedies:
The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
19.5 Invalid Provisions:
If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
19.6 Amendment of Invalid Provisions:
If any provision or part-provision of these Terms is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such a provision so that, as amended, it is legal, valid, and enforceable, and achieves, to the greatest extent possible, the intended commercial result of the original provision.
19.7 Third Party Rights:
No person who is not a party to this agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
19.8 Entire Agreement:
The agreement constituted under these Terms represents the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that it has no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms. No claim for innocent or negligent misrepresentation or negligent misstatement will be made based on any statement in these Terms, except for fraud.
19.9 Exclusion of Inconsistent Terms:
The Client agrees that any terms and conditions inconsistent with or in addition to these Terms, including any Purchase Order terms and conditions purported to be imposed by the Client, shall not be applicable.
19.10 Assignment and Dealing:
The agreement under these Terms is personal to the Client, and the Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over, or deal in any other manner with any of its rights and obligations under these Terms without prior written consent. West Desk Emails may assign, transfer, mortgage, charge, or deal in any other manner with any or all of its rights and obligations under these Terms at any time on 30 days’ notice.
19.11 Nature of the Agreement:
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any
