Terms and conditions

Last updated 4 April 2023

These Terms and Conditions (hereinafter referred to as the “Terms”) constitute a legally binding agreement between you (the “Client”) and Fast Track Solutions Limited, a limited liability company, incorporated under the laws of the Republic of Malta, registered before the Malta Business Registry under number C74546, with its head office duly registered at 120A, Tower Road, Sliema, SLM 1605, Malta (hereinafter referred to as “Fast Track” or “we” or “us” or “Company” as the case may be). Client and Fast Track are collectively referred to as the “Parties” and individually as a “Party”.

By accepting these Terms, the Client represents and warrants that it is duly authorised to enter into this agreement.

By ordering and using Fast Track’s Services, the Client agrees to be bound by all the terms and conditions herein provided, as well as the Data Protection Agreement, Service Level Agreement, and Order Form.

Now, whereas the Client and Fast Track both hereby agree to the terms and conditions hereinafter provided:

  1. DEFINITIONS AND INTERPRETATION

    1. In these Terms, the following capitalised words shall have the meaning outlined below.
      “Active/s” or “Active Player” 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.
      “Advance Payment” shall mean the advance payments payable by the Client to Fast Track in terms of the Order Form.
      “Agreement” means these Terms along with the Order Form, Data Protection Agreement, Service Level Agreement, including but not limited to, any preamble, schedules, annexes, attachments, amendments, which all constitute an integral part of the agreement between the Parties.
      “Applicable Law” means, in relation to the Client any law, regulatory directive, order, rule, binding guidance, judgement, decree, permit, licence or any other requirement of a Competent Authority of the territory in which the Client and/or Fast Track is established and/or where the Client shall carry on its Business.
      “Brand” means the website of which the data passed to Fast Track CRM originated from (also referred to as “origin” in the integration guide that can be found on the following link: https://www.fasttrack.ai/en/resources/integration
      “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 limited to, all information of whatever nature relating to the Disclosing Party or any of its clients, suppliers or providers which is not publicly available and which is obtained by the other 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:

      1. All information relating to Fast Track CRM (where Fast Track is the Disclosing Party).
      2. All information about Client’s business activity (where the Client is the Disclosing Party).
      3. 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.
      4. 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.
      5. All analyses, compilations, studies, and other documents prepared by or on behalf of the 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 these Terms:

      1. 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.
      2. 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.
      3. 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.
      4. Is developed by the Receiving Party completely independently of the information disclosed by the Disclosing Party.
      5. Is disclosed as may be necessary under any relevant law or regulations to a Competent Authority.
      “Customer” means a customer of the Client's Business.
      “Data Protection Agreement” means the document available here: https://www.fasttrack.ai/en/dpa/3
      “Data Protection Regulations” or “GDPR” 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 regarding 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:
      1. 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 authorisation by the owner of the pre-existing work, would constitute copyright infringement.
      2. for patentable or patented material: any adaptation, addition, improvement, or combination based on a pre-existing work.
      3. 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.
      “Disclosing Party” means the Party who is disclosing Confidential Information to the Receiving Party.
      “Effective Date” means the date stated in the Order Form as being the Effective Date, which is the date when these Terms come into force.
      “Engagement” means the business relationship established between the Parties as a result of the acceptance of this Agreement.
      “Event of Default” means failure to make the payment of any Fee and interest when due
      “Fast Track CRM” or “Fast Track Platform” means the customer relationship management platform owned and developed by Fast Track as described on: https://www.fasttrack.ai/en/resources/knowledge-base as amended from time to time
      “Fast Track’s Group” means Fast Track’s holding company, sister companies, and subsidiaries.
      “Fees” means the payments by the Client to Fast Track as described in the Order Form, including but not limited to the One-off Fees, the Monthly Fees and the other optional fees for the licence granted, and Services provided under these Terms.
      “Group Company” means the Client’s holding company, sister companies, and subsidiaries.
      “Hosting Package” means a document which shall be made available by Fast Track to the Client setting out the fees payable by the Client to Fast Track for hosting services. Such fees shall be calculated based on the estimated costs and fees payable by Fast Track to the hosting provider for the provision of such hosting services plus an administrative cost of ten percent (10%).
      “Initial Term” has the meaning provided in the Order Form.
      “Instance” or
      “Fast Track Instance” or
      “Fast Track CRM Instance” or
      “Fast Track CRM”             		means the Licence and Support Package, of a single and independently configured copy of the Fast Track Platform that can be used for one or multiple Brands of the Client.
      “Integration Plan” means a scope of work and project plan to satisfy the Client’s business requirements with Fast Track CRM, including but not limited to, relevant project phases, breakdown of tasks, task owners, and associated deadlines.
      “Intellectual Property Rights” means any and all property rights, including, but not limited to 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 registrable or not, in any jurisdiction and all associated goodwill.
      “Integration Environment” means the integration environment covering all customisations, capabilities and functionality included in Fast Track CRM and relevant documentation on how to utilise the same.
      “Launch Date” means the Monthly Fee Start Date defined on the Order Form or upon the Client making use of the Fast Track CRM Instance operationally in a production environment, whichever happens first.
      “Licence” means the licence to use Fast Track CRM granted by Fast Track to the Client under the terms and conditions of these Terms.
      “Maintenance Services” as defined in the SLA.
      “Material Breach” means (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) a breach by any Party of its warranties in this Agreement.
      “Monthly Fee(s)” means the Monthly Recurring Fee(s) and/ or the Monthly Variable Fee(s).
      “Monthly Recurring Fee(s)” has the meaning provided in the Order Form.
      “Monthly Variable Fee(s)” has the meaning provided in the Order Form.
      “One-off Fees” has the meaning provided in the Order Form.
      “Optional Fees” means the fees payable for any Option Services requested by the Client as stated in Clause 5.2. of these Terms.
      “Optional Services” means the option services listed in Clause 5.2. of these Terms which may be requested by the Client.
      “Order Form” means any Order Form entered by the Parties for the performance of the Services provided herein.
      “Project Kick-off” means a workshop organised by Fast Track including relevant operational and technical stakeholders from both Parties.
      “Receiving Party” means the Party who receives Confidential Information from the Disclosing Party.
      “Services” means the service provided by Fast Track under the Agreement, including but not limited to the Licence, the Support Package, the Maintenance Services and all other services required for delivery of the same.
      “SLA” or
      “Service Level Agreement”       		means the document available here: https://www.fasttrack.ai/en/sla/5
      “Support Package” has the meaning provided in the Order Form.
      “Terms” means these terms and conditions.
      “Update” means a patch, correction, or other similar modification to Fast Track CRM.
      “Upgrade” means a material enhancement in features or functionality to Fast Track CRM.
    2. If there are any discrepancies between these Terms and the Order Form, the Order Form shall prevail.
    3. These Terms will not be construed against the drafter. Unless the express context otherwise requires (a) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in these Terms, shall refer to these Terms as a whole and not to any particular provision of these Terms; (b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) Wherever the word “include”, “includes” or “including” is used in these Terms, it shall be deemed to be followed by the words “without limitation”; (d) Wherever the word “promptly” or “as promptly as practicable” is used in these Terms, it shall mean without undue delay; (e) Heading references in this Agreement and the table of contents are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.

  2. LAWFUL USE OF THE SERVICES

    1. The Client hereby agrees to use the Services only in an authorised manner as per the terms and conditions outlined herein. In case it is found that the Client’s use of Services violates these Terms or any other law, rule, or regulation enacted by the Competent Authority from time to time, Fast Track reserves the right to terminate the Agreement with immediate effect.

  3. LICENCE

    1. Subjected to these Terms, Fast Track shall grant to the Client, a limited, non-transferable, non-sublicensable, non-exclusive, and revocable licence to use Fast Track CRM solely for the Client’s Business only.
    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 course 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, sublease, distribute, assign, and transfer 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 the Applicable Law.
      7. Use or allow the use of Fast Track CRM in connection with content that involves offensive materials and/or depictions of violent acts or use or permit the use of Fast Track CRM in any way that may be deemed immoral or illegal.
      8. Use Fast Track CRM for any purpose except for the Client’s Business.
      9. Use Fast Track CRM, not in compliance with Applicable Laws.

  4. SERVICE AND SERVICE LEVELS

    1. Fast Track shall provide to the Client related technical support for Fast Track CRM in accordance with the SLA.
    2. During the Engagement, Fast Track shall inform the Client of any Updates and Upgrades to Fast Track CRM.
    3. Updates. The Parties agree that Updates are mandatory (and hence, in respect to which the Client does not have any choice as to their integration onto Fast Track CRM and will not be subject to any further charges/fees).
    4. Upgrades. 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). Should the Client decide to Upgrade Fast Track CRM, such Upgrade will only be subjected to an amendment to the original Order Form if additional fees are incurred.
    5. 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 the Client, Fast Track shall not be held responsible for incidents or faults on Fast Track CRM following the notified date of such mandatory Update.
    6. Fast Track shall use competent and experienced 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 related infrastructure, Fast Track shall not be held liable for any incident or fault on the modified Fast Track CRM resulting from the Client’s modifications.

  5. FEES AND EXPENSES

    1. Fees and Billing Arrangements. The Fees outlined in the Order Form shall be effective from the date set forth in clause 5.1.1 below.
      1. For the Services provided by Fast Track, the Client shall pay the following Fees in Euros:
        Fees Payment Conditions
        (a) One-off Fees and Advance Payment due on the Effective Date.
        (b) Monthly Recurring Fee payable monthly in advance by the first (1st) day of the month for which the payment is made based on the invoice.
        (c) Monthly Variable Fee payable monthly in arrears; on the first (1st) day of the subsequent month in which the Monthly Variable Fees were incurred.
        (d) Monthly Fees payable with effect from the Launch Date. Notwithstanding the aforesaid, the Monthly Fees in relation to the Hosting Package shall become payable from the day on which Fast Track incurs any costs relating to the hosting services.
      2. For the avoidance of doubt, the Client shall pay on the Effective Date: (a) the One-off Fees; and (b) the Advance Payment as provided in the Order Form.
      3. The Advance Payment is non-refundable other than in the case Fast Track terminates the Engagement before the Initial Term for reasons not attributable to the Client, in this case, Fast Tack shall immediately refund the Advance Payment in full to the Client.
      4. The Advance Payment is directly associated with each specific Fast Track Instance and shall be set off against the respective Fast Track Instance Monthly Recurring Fee (or part thereof).
      5. Project Kick-off is subject to the Advance Payment settled in full.
    2. Optional Services and Optional Fees. The Client may acquire the following Optional Services:
      Description Unit Fee
      Operational Support / Co-Dev Sessions
      Co-dev sessions are geared towards partners who are getting started with Fast Track and an embedded use case. The package includes developer and end-user training.       		€80/h
      Development Support
      Development services provided in relation to bespoke development as requested by the Client       		€120/h
    3. Unless otherwise 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.
    4. Fast Track will bill the Client every month or any other mutually agreed basis, for all Monthly Fees. For Monthly Fees, no refund or adjustment for plan downgrades, upgrades, or elimination of plan features within the current billing term shall be issued. Invoices/payments are irrevocably deemed final and accepted by the Client. The Client shall at all times provide and keep current and up-to-date Client’s contact, bank details, and billing information. The Parties agree that Monthly Fees in relation to the Hosting Package may be invoices by Fast Track as and when they become due.
    5. Taxes. The Client acknowledges that any and all Fees charged from time to time by Fast Track are exclusive of value added tax (VAT). The Client further acknowledges that all the applicable taxes, duties, or government levies whatsoever are not included in the Fees and eventual expenses charged under these Terms. The client will make timely payment of all such taxes, duties, or government levies related to these Terms.
    6. Expenses. If the Client requires Fast Track employees, directors, officers, agents, or representatives to travel or perform any work in any location outside Malta, the Client shall reasonably cover expenses with travel, lodging, and subsistence cost approved by the Client in advance.
    7. Payment Default. Upon the occurrence and during the continuance of an Event of Default, the Client shall pay interest on the unpaid Fees to the fullest extent permitted by law. Interest shall accrue on any overdue amount from (and including) the relevant date until the date of actual payment.
    8. Without prejudice of the above-mentioned in Clause 5.7., in an Event of Default Fast Track may, at its sole discretion, suspend the Service partially or totally or terminate the Engagement with immediate effect, and/or file a legal complaint to enforce the payment of all amounts due by the Client.

  6. SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS

    1. The rights granted to the Client under these Terms 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 the Terms shall operate to transfer or assign or alienate in any other way Fast Track’s Intellectual Property Rights in Fast Track CRM and all materials and documentation relating to Fast Track CRM.
    2. Nothing in these Terms 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 or Upgrade (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 or Upgrade will become part of Fast Track CRM and shall be treated as such under these Terms unless otherwise agreed in writing by the Parties.
    4. Fast Track and any person within Fast Track’s Group may freely use any suggestions and improvements proposed by the Client in connection with its use of Fast Track CRM. For the avoidance of doubt, we clarify that any and all such suggestions, improvements, and or developments shall be the property of Fast Track, and the Intellectual Property Rights therein shall vest in Fast Track. In this sense, the Client hereby automatically grants Fast Track an unrestricted, perpetual, irrevocable, and royalty-free worldwide licence to fully exploit such rights.
    5. For the avoidance of doubt, the Client’s trademark and intellectual properties such as branding, customer data, reports based on data provided by the Client, and Client’s content belong solely to the Client.
    6. The Client represents and guarantees that its use of the Fast Track CRM system does not infringe third parties’ rights or intellectual property rights and will not breach any Applicable Law.

  7. INTEGRATION PLAN

    1. The Integration Plan will outline the work the Parties need to do to deliver Fast Track CRM.
    2. The Parties shall collaborate in this respect and shall respectively allocate adequate resources for 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:
      1. Unless otherwise stated in the Order Form, Fast Track shall provide the Client with the Project Kick-off within two (2) weeks of entering into these Terms and provided that the Client has settled the Advance Payment and has fully cooperated with Fast Track in respect of any documentation and/or information required or requested by Fast Track from the Client to give effect to the Project Kick-Off.
      2. Fast Track shall, on the basis of the Client’s business requirements, formulate a clear Integration Plan.
      3. Fast Track shall set up a staging and a production environment of each Fast Track CRM Instance.
      4. Fast Track shall make available to the Client two (2) training sessions of a maximum of four (4) hours each.
      5. The Client is to ensure that the training is provided to staff that have the necessary competence, skill, and knowledge.
      6. Fast Track shall make available to the Client a training portal with clear instructions and documentation on how to operate Fast Track CRM.
      7. The Client shall produce the relevant reports as are required for any data migration in the format Fast Track suggests.
      8. The Client shall be responsible to integrate with the Fast Track CRM Instance according to the Integration Plan unless otherwise agreed.

  8. CONFIDENTIALITY, NON-DISCLOSURE, PUBLICITY, AND DATA PROTECTION

    1. The Parties may mutually disclose Confidential Information, electronically, orally, or in writing before and during the Engagement.
    2. The Parties understand and agree that the content of the Agreement (including the Order Form) is sensitive and, therefore, classified as Confidential Information. The Order Form shall never be shared by the Client with any third-party other than a need-to-know basis without the prior written consent of Fast Track.
    3. The provisions in this clause shall supersede all confidentiality and non-disclosure agreements and understandings between the Parties about Confidential Information exchanged by and between themselves to negotiate this Agreement.
    4. During the Engagement and for an indefinite period after the termination of the Engagement for any reason whatsoever, each Party being the Recipient Party undertakes:
      1. to use the Confidential Information of the other Party solely to perform its obligations under the 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 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 carrying its obligations under these Terms 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 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 the termination of the Engagement or 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.
    5. 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.
    6. 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. Each Party is allowed to publish the name, brand, trademark or other similar identifying element of the other Party on their corporate website or other promotional materials, provided that such publishing observes the marketing and brand guidelines provided by each Party.
    7. Each Party shall, at all times, comply with its respective obligations under the Data Protection Regulations about all data that is processed by it in the course of performing its obligations under these Terms, 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.
    8. The Client understands that by entering into these Terms, it automatically agrees and accepts the terms and conditions set forth in the Data Protection Agreement.

  9. WARRANTIES AND DISCLAIMERS

    1. The Client warrants that:
      1. it has the authority to enter these Terms.
      2. it shall comply with all Applicable Laws, including, without prejudice to the foregoing generality, the Data Protection Regulations.
      3. The Client shall pay the Fees by their due dates.
    2. The Client agrees to:
      1. provide all necessary information and any special forms or other required materials or information to Fast Track on schedule or in a timely fashion to enable Fast Track to provide the Services.
      2. ensure accuracy, legibility, and completeness of all data supplied to Fast Track and be solely responsible for the results obtained from the Client’s use of Fast Track CRM. For the avoidance of any doubt, the Client hereby expressly understands and accepts that Fast Track does not assume any liability in relation to the actions and/or results obtained from the use of Fast Track CRM which rely on inaccurate and/or incorrect data provided by the Client.
      3. control, and be responsible for the use of Fast Track CRM.
    3. The Client represents and warrants that has complied with and will continue to comply with all Applicable Law, including the Data Protection Regulations.
    4. Fast Track undertakes and warrants that:
      1. it has the authority to enter into these Terms.
      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 following 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.
      5. It shall do its utmost and take all necessary steps which may be required for the purposes of correcting any defect in the Fast Track CRM.
    5. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, 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 THE CLIENT’S EXPECTATIONS OR THAT IT IS FREE FROM ALL DEFECTS, ERRORS OR BUGS, OR THAT IT WILL FUNCTION WITHOUT ANY INTERRUPTION.
    6. 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 the control of Fast Track shall automatically extend the timeframe or deadline imposed on Fast Track by 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.
    7. The Parties acknowledge that from time to time, as a result of hardware failure or supplier failures, the Services may 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 INDEMNITY

    1. Each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) and its group companies, directors, and officers against any direct damages, claims, liabilities, and costs reasonably incurred in the defence (attorney’s fees, court fees, litigation expenses) 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.
    2. Without prejudice to Clause 10.3 below, the total aggregate liability of each Party and all its directors, employees, officers, consultants, subcontractors under this Agreement for the duration 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, Fast Track’s Group, and the directors and officers of Fast Track and Fast Track’s Group against any direct damages, claims, liabilities, and costs, including but not limited to attorney’s fees, court fees, litigation expenses, reasonably incurred in the defence of any claim brought against Fast Track and/or Fast Track’s Group 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 these Terms, each Party disclaims all other warranties, express or implied.
    5. Neither Party nor its group companies, its directors, officers, employees, consultants, subcontractors 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 these Terms.
    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 these Terms for any breaches of the SLA on the part of Fast Track.
    8. Nothing in this Section 10 limits or excludes any liability for fraud, gross negligence, or wilful damage.

  11. TERMINATION AND SUSPENSION

    1. Immediate Termination. Either Party may immediately terminate this Engagement, without penalty or prejudice to any outstanding payable, rights and remedies, in the event the other Party:
      1. is in persistent breach of any of its obligations under these Terms and either that breach is incapable of remedy or the other Party shall have failed to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach;
      2. becomes insolvent or an order is made or a resolution passed for its liquidation, administration, winding-up, or dissolution (other than for a solvent amalgamation or reconstruction) or an administrative or another receiver, manager, liquidator, administrator, trustee, or similar officer is appointed over all or any substantial part of its assets or should it enter into or propose any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.
    2. Termination or Suspension by Fast Track: Fast Track, at its sole discretion, may terminate the Engagement or suspend the Services for any of the following reasons upon giving written notice to the Client:
      1. if the Client fails to pay any Fees and/or interests at any time.
      2. if the Client fails to comply with the provision set forth in Clause 14.3. of these Terms.
      3. if Fast Track is under actual threat of justified prosecution, fines, penalties, restraints, or an adverse governmental or regulatory action from any jurisdiction arising out of the Client’s use of Fast Track CRM.
      4. in case more than fifty percent (50%) of the Client’s share capital or voting rights have been transferred, whether directly or indirectly, or about to be transferred to a competitor of Fast Track. For 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.
      5. if any director or officer of the Client is convicted for fraud, forgery, deception, embezzlement, breach of laws relating to gambling.
      6. Fast Track shall have the right to terminate this Agreement or to suspend the carrying out of its Services under this Agreement upon giving written notice to the 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.
    3. Termination of these Terms, for any reason whatsoever, is without prejudice to any rights accrued to either Party during the Engagement.

  12. GOVERNING LAW AND DISPUTE RESOLUTIONS

    1. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation, including, without limitation, non-contractual disputes or claims, shall be exclusively governed by the laws of the Republic of Malta.
    2. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by arbitration, in accordance with Part IV (Domestic Arbitration) and Part V (International Commercial Arbitration) both from the Malta Arbitration Act, 1996 and the Arbitration Rules of the Malta Arbitration Centre as at present in force.
      1. The appointing authority shall be the Malta Arbitration Centre.
      2. The number of arbitrators shall be one (1).
      3. The place of arbitration shall be Malta.
      4. The language to be used in the proceedings shall be English.
      5. The applicable substantive law shall be Maltese laws.
      6. The award shall be final and binding and there shall be no appeal.
      7. The arbitrator shall decide ex aequo et bono.

  13. NOTICE

    1. Any notice under these Terms concerning termination or any claim, dispute, or controversy under these Terms shall be sufficient if sent by express delivery (courier) to the Parties at the respective addresses set forth by the Parties in the Order Form and shall be deemed to be received on the next day following the guaranteed delivery. Each Party may from time to time notify the other Party of any changes to the notice details of such Party, and such notice shall be deemed effective five (5) days following the date of notice of such change.
    2. Other notices under these Terms may be delivered by email or by any other means agreed by the Parties.

  14. GENERAL TERMS

    1. Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
    2. Survival. The provisions outlined in Section 6, Section 8, Section 10, and Section 14 shall survive the termination of these Terms for an indefinite period.
    3. Due Diligence. Before the Client’s onboarding, or at any given time during the Engagement, Fast Track, at its sole discretion, may request the Client to provide information relating to the Client, its Business, and its ultimate beneficial owners of twenty-five percent (25%) or more in the Client. The Client shall promptly inform Fast Track about any change of the ultimate beneficial ownership of twenty-five percent (25%) or more and provide relevant documentation. If no natural person owns more than twenty-five percent (25%) of the issued shares in the Client, the natural person holding the largest beneficial ownership must be declared.
    4. Variations. Any amendment to these Terms shall not be valid unless mutually agreed to in writing by the Parties.
    5. Modification of the Order Form. The terms of the Order Form shall be amended in writing and must be duly signed by the Parties causing a new addendum to the Order Form (“Amendment”). The Amendment supersedes any and all previous communications in any form whatsoever between the Parties. For the avoidance of doubts, changes to the Order Form will only be recognised by Fast Track and will only have legal effect if, and only if, it happens via an Amendment.
    6. Force Majeure. The Parties shall not, under no circumstances, be liable for events of force majeure – namely an event arising from cause or causes beyond reasonable control, which by its nature could not have been foreseen or if it could have been foreseen, was unavoidable including, without limitation, acts of God, act of governmental sovereignty, war or armed hostilities, fire, flood, explosion, civil commotion, industrial dispute of a third party, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, accident to or breakdown of facilities, shortage of any material, labour, transport, electricity or other supply, or regulatory intervention. The Party affected by the force majeure shall promptly notify the other Party.
    7. Waiver. No failures by the Parties to enforce any right or provision under these Terms shall be construed as or constitute a waiver of such right or provision. No waiver under these Terms shall become binding unless made in writing. No waiver under these Terms shall be deemed a further or continuing waiver of such term or any other term. If any provision under these Terms is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under any circumstances.
    8. Severability. The invalidity, illegality, or unenforceability of any of the provisions of these Terms shall not affect, impair, or otherwise hinder the validity, legality, and enforceability of the remaining provisions of these Terms, which shall remain in full force and effect. Should any provision of this Agreement be declared, by any judicial or any other competent authority, void, voidable, illegal or otherwise unforeseeable, or indication to that effect is received by either Party from any competent authority, then such provision shall be restricted or construed otherwise in its minimum extent necessary for these Terms to remain in force and effect and foreseeable.
    9. Third-Party Beneficiaries and Assignment. The Client agrees that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The Client may not transfer or assign these Terms or any rights or obligations hereto, whether directly or indirectly, by operation of law or otherwise, without Fast Track’s prior written consent. Fast Track reserves the right to unrestrictedly assign, sublicense, delegate or otherwise transfer any of the rights or obligations under these Terms, whether whole or partially, to any third-party, regardless of your prior written consent.