Terms and conditions

Last updated 13 February 2021

PREAMBLES

  1. WHEREAS Fast Track has, inter alia, developed and owns Fast Track CRM;
  2. WHEREAS the Client is desirous of licensing Fast Track CRM from Fast Track, and Fast Track is willing to grant a licence over the CRM Platform to the Client, under the terms and subject to such conditions as outlined in this Agreement.

THE PARTIES THEREFORE HAVE AGREED AS FOLLOWS:

  1. Definitions and Interpretations

    1. In this Agreement, the following capitalised words shall have the meaning stated below or in the Order Form forming part of this Agreement:
      "Active(s)” means any Customer that has made a real money transaction in the given calendar month and has been processed by a Fast Track CRM Instance licensed by the Client.
      “Agreement” means the agreement between the Parties in relation to this subject matter, including the Order Form and any online Fast Track hosted references therein (for example but not limited to the Service Level Agreement), any preamble, schedules, annexes, attachments, including their respective amendments, which all constitute an integral part of this agreement in accordance with the provisions of this Agreement (and the precedence of such documents detailed within the Order Form).
      “Annex” means an annex to this Agreement
      “Applicable Law” means, in relation to the Client any law, regulatory directive, order, rule, binding guidance, judgment, decree, permit, licence or any other requirement of a Competent Authority the territory in which the Client is established or offers its services. in relation to Fast Track any law, regulatory directive, order, rule, binding guidance, judgment, decree, permit, license or any other requirement of a Competent Authority (excluding any Competent Authority relating to specific activities of the Business), of the territory in which Fast Track established.
      “Brand” means the brand(s) and the website(s) stated in Order Form.
      “Business” means the Client’s business.
      “Client” means the company whose name is stated in the Order Form.
      “Client System” means the system used by the Client for its Business operations on which Fast Track CRM shall be integrated.
      “Competent Authority” means, in relation to a Party, a governmental or quasi-governmental authority, court, tribunal or regulatory agency being a regulatory supervisor of that Party or its business in any jurisdiction.
      “Confidential Information” means and includes, but is not be limited to, all information of whatever nature relating to the Party disclosing such (Disclosing Party) or any of its clients, suppliers or providers which is not publicly available and which is obtained by the other Party (Receiving Party) as a result of or in connection with this Agreement or the negotiations thereof or the activities of the Parties in relation to this Agreement. Without prejudice to the generality of the preceding sentence, Confidential Information of the Disclosing Party shall include All information relating to Fast Track CRM (where Fast Track is the Disclosing Party); All information about Clients business activity (where the Client is the Disclosing Party); all information relating to the administrative, financial or operational arrangements of the Disclosing Party, which information is of a secret or proprietary nature or is otherwise expressly stated by that Party to be confidential; all technical and non-technical information, data, drawings, experience, trade secrets and know-how relating to the business affairs, products, services, Clients and strategies of the Disclosing Party, which is directly or indirectly disclosed to the Receiving Party, whether before or after coming into force of this Agreement, whether in writing, orally or electronically, including, without limitation, information or data relating to the Disclosing Party’s products, IT systems, software, design methodology, evaluation methodology and criteria, manufacturing processes and related equipment, suppliers, clients, business plans, strategies and financial situation and any notes, memoranda, summaries, analyses, compilations or any other writings relating thereto; all analyses, compilations, studies and other documents prepared by or on behalf of Disclosing Party and of its employees or advisors. Information in respect of which the Receiving Party can prove any of the following shall not be deemed to be “Confidential Information” for the purposes of this Agreement: It was in public domain prior to the date of coming into force of this Agreement or entered public domain after that date through no wrongful act or default of the Receiving Party; it is already known to or in the possession of the Receiving Party free of any obligation to keep it confidential at the time of disclosure; it is received by the Receiving Party expressly without obligation of confidence from a third party who did not acquire it under an obligation of confidence from the Disclosing Party; is developed by the Receiving Party completely independently of the information disclosed by the Disclosing Party; is disclosed as may be necessary under any relevant law or regulations to a Competent Authority.
      “Customer” means a customer of the Client in the Business.
      “Data Protection Regulations“ means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC; and/or the relevant data protection legislation/regulations applicable within the relevant territory in which the Services are being provided.
      “Derivative work” means (a) for copyrightable or copyrighted material: a work that is based upon one or more pre-existing works, such as a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form in which such a pre-existing work may be recast, transformed or adapted, and that, if prepared without authorization by the owner of the pre-existing work, would constitute copyright infringement. (b) for patentable or patented material: any adaptation, addition, improvement, or combination based on a pre-existing work; and (c) for material subject to trade secret or protection or confidentiality obligations: any new material, information, or data derived from such existing trade secret material or Confidential Information, including new material which may be protected by copyright, patent, trade secret or other proprietary rights.
      “Effective Date” means the date stated in the earliest dated Order Form as being the Effective Date , which is the date when this Agreement comes into force.
      “Fast Track CRM” means the customer relationship management platform owned and developed by Fast Track as described on, https://www.fasttrack.ai/en/resources/knowledge-base/ft-crm/product-overview from time to time.
      “Instance” means an independently configured, and independently set up fully functional version of a application provisioned by Fast Track.
      “Integration Plan” means a scope of work and project plan to satisfy the Cleint’s business requirements with Fast Track CRM, including but not limited to, relevant project phases, breakdown of tasks, task owners, and associated deadlines.
      “Fees” means the payments by the Client to Fast Track as described in the Order Form for the license granted and services provided under this Agreement.
      “Group” means, in relation to a Party, its parent and subsidiary entities and parents and subsidiaries of such entities including any 50% or greater owned joint venture entities; and a ‘Group Company’ shall be construed accordingly. Parent and Subsidiary shall have the meaning as given to them by the Companies Act of Malta.
      “Intellectual Property Rights” means any and all property rights, including trademarks, copyright, patents, designs, know-how, trade secrets, exclusive exploitation rights, database rights, moral rights, algorithms, inventions, whether existing now or in the future, whether registered or not, whether registerable or not, in any jurisdiction and all associated goodwill.
      “Integration Environment” means the integration environment covering all customisations, capabilities and functionality outlined on Fast Track website and relevant documentation on how to utilise the same.
      “Licence” means the licence to the use of Fast Track CRM granted under clause 2 of these General Terms and Conditions.
      “Maintenance Services” As defined in the SLA.
      “Monthly Fee(s)” is inclusive of both the Monthly Recurring Fee(s) and/ or the Monthly Variable Fee(s).
      “Monthly Recurring Fee(s)” has the meaning given to it in the Order Form (if any).
      “Monthly Variable Fee(s)” has the meaning given to it in the Order Form (if any).
      “Order Form” means any Order Form entered into by the Parties for the Services under this Agreement. Where more than one Order Form has been entered into by the Parties it shall refer to the one relevant for the time period as stipulated or detailed in the Order Form.
      “Other Optional Fees” shall have the meaning given to it in the Order Form.
      “Parties” means both Fast Track and the Client.
      “Party” means either Fast Track or the Client.
      “Person” means an individual, corporation, partnership, association, trust, unincorporated organisation, governmental body and other legal or business entity.
      “Project Kick-off” means a workshop organised by Fast Track including relevant operational and technical stakehodlers from both Parties.
      “Service/s” means the services provided by Fast Track under the terms of this Agreement, including but not limited to the Licence, the Maintenace Services and all other services required for delivery of the same.
      “Set Up Fees” shall have the meaning given to it in the Order Form.
      “Significant Change/s” means a significant change to Fast Track CRM which would typically require more than one hundred hours of development work.
      “SLA” or “Service Level Agreement” means the Fast Track service level agreement document referenced in the Order Form.
      “Term” means the term of the Agreement as detailed in the Order Form, starting on the Effective Date and continuing until this Agreement is validly terminated as provided herein.
      “Update” means a patch, correction, or other similar modification to Fast Track CRM that Fast Track generally makes available to its licensees. An Update does not include any Upgrade and, in particular, does not include: any modification, new module or essential enhancements of the functionality of Fast Track CRM; any new features requested by the Client to be included in Fast Track CRM or to be developed by Fast Track or to be licensed to the Client after the Effective Date; any hardware support or different Fast Track CRM configuration requested after the Effective Date.
      “Upgrade” means a release of Fast Track CRM containing material enhancements in features or functionality which is made commercially available by Fast Track to the Client, at such fees as Fast Track may determine after the Effective Date.
    2. The insertion of headings of parts, sections, clauses in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
    3. All parts, including where relevant any annexes & schedules and any online references are incorporated herein and are binding upon the Parties. In case of a discrepancy between the several parts of this Agreement, the following order of precedence stipulated in the Order Form shall apply.

  2. Grant of License

    1. Subject to all the terms of this Agreement, Fast Track hereby grants to the Client, who accepts, a limited non-transferable, non-sublicensable, non-exclusive, revocable license to use Fast Track CRM solely for the Client’s Business only, during the Term (“the Licence”).
    2. Except for the rights explicitly mentioned herein, no other rights whatsoever are granted to the Client. Without prejudice to the generality of the preceding sentence, the Client shall not, and shall ensure that its Group Company shall not:
      1. Save as permitted by law or explicitly permitted by Fast Track, disassemble, decompile, reverse engineer, derive source code from object code or otherwise derive or attempt to derive the internal structure functioning or other internal workings of Fast Track CRM;
      2. Sell, lease, distribute, assign, transfer or sub-license Fast Track CRM, whether in full or in part, to any third party;
      3. Duplicate, or otherwise reproduce or adapt or modify, Fast Track CRM or create Derivative Works based upon Fast Track CRM or attempt to do the same in any way;
      4. Assert or imply that title or ownership rights in Fast Track CRM;
      5. Remove or obscure any copyright, trademark notice or similar notice by Fast Track;
      6. Wilfully carry out, or attempt to carry out, any procedure in respect of Fast Track CRM which would circumvent any copy or other protection device or software other than to the extent strictly permitted by Applicable Law;
      7. Use or allow the use of Fast Track CRM in connection with content which involves offensive materials and/or depictions of violent acts, or use or permit the use of Fast Track CRM to target to attract minors or use it in any way that may be deemed immoral or illegal;
      8. Use Fast Track CRM for any purpose except for the purposes of the Client’s Business;
      9. Use Fast Track CRM not in compliance with Applicable Laws.

  3. Fees and Payments

    1. In consideration of the rights granted under this Agreement, the Client shall pay to Fast Track the Fees as stipulated in the Order Form.
    2. The Monthly Recurrent Fees shall be payable monthly in advance: by 1st day of the month for which the payment is made on the basis of the invoice.
    3. The Monthly Variable Fees shall be payable monthly in arrears; on 1st day of the subsequent month in the which the Monthly Variable Fees were applicable.
    4. Except as provided in the Order Form, the Client shall not make any set-off or any deduction whatsoever from the Fees due to Fast Track and shall not withhold any payment of such Fees. Fast Track reserves the right to charge interest at the maximum rate allowed by law for overdue fees.
    5. In case where the Client requires Fast Track employees to travel or perform any work in any location outside of Malta, the Client shall cover the reasonable travel, lodging and subsistence cost approved by the Client in advance.
    6. All charges and fees in this Agreement are stated in Euros and exclude value-added tax, which, if applies, shall be payable together with the applicable charges and/or fees.

  4. Intellectual Property Rights

    1. The rights granted to the Client under this Agreement are limited to the rights explicitly granted herein and Fast Track shall remain the full and sole owner of all the rights in and to Fast Track CRM and no provision of this Agreement shall operate to transfer or assign or alienate in any other way Fast Track’s Intellectual Property Rights in Fast Track CRM and in all materials and documentation relating to Fast Track CRM.
    2. Nothing in this Agreement shall prohibit Fast Track in any manner from using, developing, licensing or otherwise exploiting Fast Track CRM or any part thereof or concepts embodied therein, in any manner, anywhere in the world.
    3. In case of an Update, Upgrade or any Significant Change (whether or not it is done upon a suggestion of the Client) is carried out by Fast Track and supplied to the Client, such Update, Upgrade or Significant Change will become part of Fast Track CRM and shall be treated as such under this Agreement, unless agreed otherwise in writing.
    4. Fast Track and any person within Fast Track’s Group may freely use any suggestions and improvements related to Fast Track CRM that the Client provides in connection with this Agreement. For the avoidance of doubt it is hereby being clarified that any and all such suggestions, improvements and or developments shall be property of Fast Track and the Intellectual Property Rights therein shall vest in Fast Track.
    5. In case any Intellectual Property Rights that are deemed or might be deemed to pertain to the Client to any extent (except the Intellectual Property Rights mentioned in clauses 4.6 and 4.7 of the General Terms and Conditions), the Client hereby grants and will automatically grant Fast Track an unrestricted, perpetual, irrevocable and royalty-free world-wide licence to exploit such rights to the fullest extent.
    6. The Client shall remain the full and sole owner of all rights (including Intellectual Property Rights) with respect to Customer data, brand and custom implementation of graphical assets and designs provided by Client.
    7. Furthermore, notwithstanding any provision of this Agreement, the Client shall be the full and sole owner of all rights (including Intellectual Property Rights) with respect to any content created by the Client using Fast Track CRM, including without limitation any reports based on data provided by the Client.

  5. Integration Plan

    1. The Integration Plan will outline the work the Parties needs to do in order to deliver Fast Track CRM.
    2. The Parties shall collaborate in this respect and shall respectively allocate adequate resources for an efficient task handling. In particular, each Party shall ensure that technical queries of the other Party are answered in a timely and expeditious manner.
    3. The Parties’ roles during integration will be as follows:
      • Fast Track shall provide the Client with the Project Kick-off within two (2) weeks of entering in to this Agreement, unless otherwise stated in the Order Form;
      • Fast Track shall based on the Clients business requirement formulate a clear Integration Plan;
      • Fast Track shall set up staging and production environment of Fast Track CRM;
      • Fast Track shall make available to the Client two (2) training sessions of a maximum of four (4) hours each.
      • The Client is to ensure that the training is provided to staff that have the necessary competence, skill and knowledge.
      • Fast Track shall make available to the Client a training portal with clear instructions and documentation how to operate Fast Track CRM;
      • The Client shall produce the relevant reports as are required for any data migration in the format Fast Track suggests.
      • The Client shall be responsible to integrate with Fast Track CRM according to the Integration Plan, unless otherwise agreed.

  6. Services and Service Levels

    1. Fast Track shall provide related technical support of Fast Track CRM, in accordance with Fast Track’s SLA.
    2. During the Term of this Agreement, Fast Track shall inform the Client of any Updates and Upgrades to Fast Track CRM. The Parties agree that Updates are of a mandatory nature (and hence, in respect to which the Client does not have any choice as to their integration onto Fast Track CRM) will not be subject to any further charges/fees. The Client agrees and accepts that Upgrades are optional in nature (hence, the integration on Fast Track CRM is at the discretion of the Client) may be subject to such additional fees as Fast Track will notify to the Client prior to their installation.
    3. Updates and Upgrades will be deemed to form part of Fast Track CRM. In the event the Client decides not to take any mandatory Updates as notified by Fast Track to Client, Fast Track shall not be held responsible if incidents or faults on Fast Track CRM.
    4. Fast Track shall use competent and experience personnel, and reliable tools that are up to date, in the provision of Fast Track CRM. In the event, the Client performs modifications to Fast Track CRM, Fast Track CRM Instance or relating infrastructure, Fast Track shall not be held liable for any incident or fault on the modified Fast Track CRM resulting from Client’s modifications.

  7. Term and Termination

    1. Either Party (the “First Party") shall have the right to terminate this Agreement for any of the following reasons immediately upon giving a written notice to the other Party (the “Second Party”):
      1. If the Second Party fails to perform or breaches any material obligation in relation to this Agreement (a “Material Breach”) and such Material Breach, if capable of remedy, is not remedied within thirty (30) days from the date on which the Second Party receives notification of the breach from the First Party (For the avoidance of doubt, (a) the Client’s use of Fast Track CRM in breach of any Applicable Laws; (b) Client’s failure to pay any of the Fees; and (c) Fast Track’s breach of its warranties as stated in clause 9.1; are each deemed to be a Material Breach); or
      2. If the Second Party becomes bankrupt or insolvent or stops trading or enters a compromise with creditors; or
    2. Fast Track shall have the right to terminate this Agreement or to suspend the carrying out of its services under this Agreement for any of the following reasons upon giving a written notice:
      1. If the Client fails to pay any Fee stipulated under this Agreement for longer than thirty (30) days after the said Fee is due; or
      2. If Fast Track is under actual threat of justified prosecution, fines, penalties, restrains or an adverse governmental or regulatory action from any jurisdiction arising out of the Client’s use of Fast Track CRM; or
      3. In case more than 50% of the Client’s share capital or voting rights has been transferred, whether directly or indirectly, or about to be transferred to a competitor of Fast Track. For the purposes of this clause, ‘competitor’ means any entity or person who has produced and/or is marketing a product or service which is in direct competition with or functionally similar to Fast Track CRM, Fast Track products, modules, systems or services; or
      4. If any director or officer of the Client is convicted for fraud, forgery, deception, embezzlement, breach of laws relating to gambling.
    3. Fast Track shall have the right to terminate this Agreement or to suspend the carrying out of its services under this Agreement upon giving a written notice to Client if Fast Track is under actual threat of justified prosecution, fines, penalties, restrains or an adverse governmental or regulatory action from any jurisdiction arising out of the Client’s use of Fast Track CRM or the Client’s Business.
    4. In the event of an immediate termination of the Agreement by Fast Track in terms of clause 7.1 (i) and (ii) or clause 7.3 Fast Track agrees that it shall, for a period of three (3) months from termination, continue to provide the Services to the Client and the Client agrees and undertakes to pay to Fast Track the applicable fees covering such period:
    5. Provided that Fast Track shall be under no obligation to continue to provide the Services to the Client following immediate termination in terms of clause 7.3 for any period in respect of which Fast Track has been ordered to suspend or terminate provision of the Services by a Competent Authority.
    6. Termination of this Agreement, for any reason whatsoever, is without prejudice to any rights accrued to either Party during the Term.
    7. Clauses 4, 10, 11, 12 shall survive and continue after termination, for any reason, of this Agreement.

  8. Client’s obligations and warranties

    1. The Client warrants that:
      1. it has the authority to enter into this Agreement;
      2. it shall comply with all Applicable Laws, including, without prejudice to the foregoing generality, the Data Protection Regulations.
    2. The Client shall pay the Fees by their due dates.

  9. Fast Track’s warranties and disclaimers

    1. Fast Track undertakes and warrants that:
      1. it has the authority to enter into this Agreement;
      2. it is the lawful owner of the intellectual property rights in Fast Track CRM;
      3. it will do its utmost and take all necessary steps in accordance with the provisions of this Agreement to correct any defect in Fast Track CRM;
      4. it shall comply with all Applicable Laws, including, without prejudice to the foregoing generality, the Data Protection Regulations.
    2. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT: THE FAST TRACK CRM IS PROVIDED ‘AS IS’ WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND; FAST TRACK PROVIDES NO WARRANTIES AS TO THE USE OF FAST TRACK CRM, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE; WITHOUT LIMITING THE FOREGOING, FAST TRACK DOES NOT WARRANT THAT FAST TRACK CRM WILL MEET ALL CLIENT’S EXPECTATIONS OR THAT IT IS FREE FOR ALL DEFECTS, ERRORS OR BUGS, OR THAT IT WILL FUNCTION WITHOUT ANY INTERRUPTION.
    3. Notwithstanding anything else stated herein, where Fast Track is under the obligation to respect any particular timeframe or deadline, any delay caused by the Client or any third party outside of control of Fast Track shall automatically extend the timeframe or a deadline imposed on Fast Track for the same time as the duration of the said delay. For the avoidance of doubt, Fast Track shall be responsible for any delays caused by its subcontractors, and shall not be eligible for any extension as a result thereof.
    4. The Parties acknowledge that from time to time, as a result of hardware failure or supplier failures, the Services be temporarily disrupted. The Client acknowledges and agrees that neither Fast Track nor any of its members, shareholders, directors, officers, employees or representatives shall be liable to the Client for any direct, special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with such temporary disruptions.

  10. Limitation of Liability and Indemnification

    1. Each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnfied Party”) and its Group Companies, directors and officers against any direct damages, claims, liabilities, and costs reasonably incurred in the defence of any claim brought against the Indemnified Party and/or its Group Companies and/or directors and/or officers arising out the Indemnifying Party’s Material Breach (as defined in clause 7.1).
    2. Without prejudice to clause 10.3 below, the total aggregate liability of each Party and all its directors, employees, officers, consultants, sub-contractors under this Agreement for the Term in respect of claims, whether for breach of contract, negligence, tort or otherwise in connection with this Agreement shall in no circumstances exceed one hundred thousand Euro (€100,000).
    3. Notwithstanding clause 10.2 above, the Client shall indemnify Fast Track, its Group Companies, directors and officers against any direct damages, claims, liabilities, and costs reasonably incurred in the defence of any claim brought against Fast Track and/or its Group Companies and/or its directors and/or officers arising out of the Client’s breach of any legislation relating to gambling.
    4. Except as expressly stated elsewhere in this Agreement, each Party disclaims all other warranties, express or implied.
    5. Neither Party nor its Group Companies, its directors, officers, employees, consultants, sub-contractors shall be liable for any incidental, indirect, special or consequential damages, reliance or punitive damages whether or not such Party has been advised of the possibility of such loss or damage, or for any loss of profit, opportunity, goodwill, revenue or anticipated earnings, or for any loss or corruption of data in connection with this Agreement.
    6. Without prejudice to the generality of the provisions of the immediately preceding sub-clause, Fast Track shall not be liable for any loss or damage arising from any misuse, improper use of Fast Track CRM by the Client or any third party under the Client’s control, or from any problem resulting from the Client System or any other software or systems.
    7. The remedy/ies provided for in the SLA are the sole remedies available to the Client under this Agreement for any breaches of the SLA on the part of Fast Track.
    8. Nothing in this clause 10 limits or excludes any liability for fraud, gross negligence or wilful damage.

  11. Confidentiality, non-Disclosure, Publicity and Data Protection

    1. The Parties recognise that in the course of doing business with each other one Party (“the Disclosing Party”) may furnish to the other (“the Receiving Party”), whether before or after coming into force of this Agreement, whether electronically, orally or in writing, Confidential Information relating to the Disclosing Party.
    2. The provisions in this clause shall supersede all confidentiality and non-disclosure agreements and understandings between the Parties in relation to Confidential Information exchanged by and between themselves for the purposes of negotiating this Agreement.
    3. During the period of validity of this Agreement and for an indefinite period after the termination of this Agreement for any reason whatsoever, each Party being the Recipient Party undertakes:
      1. to use Confidential Information of the other Party solely for the purpose of performing its obligations under this Agreement and for no other purposes whatsoever;
      2. not to disclose and not to cause or allow to be disclosed Confidential information of the other Party to any third person without the prior written consent of the Disclosing Party;
      3. to secure and protect Confidential Information of the other Party and for this purpose:
        1. to exercise no lesser security or degree of care than the Receiving Party applies to its own Confidential Information of an equivalent nature;
        2. to allow access to Confidential Information exclusively to any of its directors, other officers, agents, professional advisors, associated companies and employees of the Receiving Party to the extent that such disclosure is reasonably necessary for the purposes of carrying its obligations under this Agreement and to inform each of the said directors, other officers, agents, professional advisors, associated companies and employees of the confidential nature of the Confidential Information and of the obligations on the Receiving Party in respect thereof and to further impose on such directors, other officers, agents, professional advisors, associated companies and employees obligations of confidentiality substantially similar to the confidentiality obligation of the Receiving Party under this clause;
        3. upon termination of this Agreement or upon a reasonable request of the Disclosing Party made at any time, deliver to the Disclosing Party, as far as reasonably practicable, all documents and other material in the possession custody or control of the Receiving Party or any of the associated companies of the Receiving Party that bear on or incorporate any part of the Confidential Information.
        4. treat all copies of any analyses, compilations, studies or other documents prepared by it or its advisors containing or reflecting or generated from any Confidential Information in the same manner as though such copies were originals of the Confidential Information supplied under this clause.
    4. Each Party shall be allowed to disclose Confidential Information of the other Party if such disclosure is required by law provided that the Party making such disclosure shall take reasonable steps to give prior written notification of such disclosure to the other Party.
    5. Each Party shall be allowed to make press releases and other information on the fact of conclusion of this Agreement and cooperation by the Parties, provided both Parties prior written approval to the wording of such public communication.
    6. Each party shall, at all times, comply with its respective obligations under the Data Protection Regulations in relation to all data that is processed by it in the course of performing its obligations under this Agreement, including, without limitation, by maintaining a valid and up to date registration or notification under the Data Protection Regulations. Neither party shall do any act that puts the other in breach of its obligations under the Data Protection Regulations.

  12. Miscelleanous

    1. DUE DILIGENCE. Both parties shall provide reasonably requested information relating to the the party, its Business and its ultimate beneficial owners of 25% or more in the the party. Both parties shall promptly inform the other party about any change of the ultimate beneficial ownership of 25% or more and provide relevant documentation. If no owner owns more than 25%, the largest beneficiary owner must be declared.
    2. ASSIGNMENT. Except as provided in clause 12.3, neither Party shall assign or transfer this Agreement to any other person.
    3. Either Party may validly assign or transfer this Agreement:
      1. If it has obtained prior written consent of the other Party for such assignment or transfer; or
      2. If the prospective assignee or transferee, as the case may be:
        1. is a Group Company of that Party; and
        2. has agreed in writing to be bound by the terms of Agreement; and
        3. has given the other Party a prompt written notice of any such assignment, or transfer, as the case may be.
    4. RELATIONSHIP OF PARTIES. The Parties are independent contractors and neither Party is an agent, partner or employee of the other. Neither Party has the authority to bind the other Party or to incur any obligation on other Party’s behalf.
    5. SEVERABILITY If any provision of this Agreement is held invalid or otherwise unenforceable, such provisions shall be deemed to be severed from this Agreement and the enforceability of the remaining provisions shall not be impaired thereby.
    6. NO WAIVER. A failure by any Party to exercise any right provided for herein or pursue any remedy shall not be deemed a waiver of any right hereunder.
    7. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement sets forth the entire understanding of the Parties as to its subject matter and may not be modified except in writing executed by both Parties.
    8. COMPLIANCE WITH LAWS. Each Party shall comply with all Applicable Laws relating to the subject matter of this Agreement.
    9. NOTICES
      1. Any notice under this Agreement with respect to termination or any claim, dispute, controversy under this shall be sufficient if sent by express delivery (courier) to the Parties at the respective addresses set forth above and shall be deemed to be received on the next day following the guaranteed delivery.
      2. Other notices under this Agreement may be delivered by email or by any other means agreed by the Parties.
    10. FORCE MAJEURE. Fast Track shall have no liability the Client under this Agreement if Fast Track is prevented from or delayed in performing any of 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 Fast Track 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 suppliers (for example hosting suppliers) or sub-contractors.
    11. GOVERNING LAW AND DISPUTE RESOLUTION
      1. This Agreement shall be governed by and construed under the laws of Malta.
      2. Any dispute, claim or controversy arising out of or in connection to this Agreement, including any question on this Agreement validity or termination, shall be subject to non- exclusive jurisdiction of the Maltese Courts.
      3. The Parties acknowledge that either Party’s Material Breaches of this Agreement may cause irreparable harm to the other Party and agree that in the event of such breach, the Party not in breach shall have the right to seek injunctive relief in addition to monetary damages.
      4. The prevailing Party shall be entitle to recover is reasonable attorney fees and costs.