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Partner Terms and Conditions

GLOBBLE PARTNER TERMS AND CONDITIONS

Version 1.0 – last updated on 03.03.2023

  1. Preliminary

These terms and conditions constitute a binding contract (hereinafter the “Terms and Conditions”) between:

  1. Akos Jex, trading as ‘Globble’, of 15 Block C, Fl 9,  St Peters Court Triq L-Isponoz, San Pawl Il-Bahar, Malta (“Globble”, “Us”, “We” or “Our”);

And

  • following Acceptance of these Terms and Conditions (“You”, “Your”, “Yourself” or the “Partner”);

hereinafter collectively referred to as the “Parties”.

You are deemed to have acknowledged, understood and agreed to the Terms and Conditions (thereby becoming a party to this binding Agreement) by:

(1) signing up and/or logging on to the Platform and clicking ‘I accept’ after these Terms and Conditions have been made known to You and/or (2) by accepting an Order on and/or via the Platform, after these Terms and conditions have been made known to You and/or (3) by signing an Order Form after these Terms and Conditions have been made known to You (hereinafter “Accepted” or “Acceptance”).

Please read these Terms and Conditions carefully. These Terms and Conditions (and any subsequently amended version thereof) shall be deemed to take effect from the date of Acceptance (henceforth referred to as the “Effective Date”). IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, YOU WILL NOT BE ABLE TO BENEFIT FROM OUR SERVICES AND/OR USE THE PLATFORM (as defined below).

We have the right to revise and amend these Terms and Conditions from time to time to reflect changes in market conditions affecting Our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in Our system’s capabilities or for any other reason in Our sole discretion which We may decide. Your continued access to and/or use of the Platform or benefitting from the Services past such Effective Date constitutes Your Acceptance of any such change and/or amendment. You agree that Globble shall not be liable to You or to any third party for any such modification, suspension or discontinuance of the use of the Platform and its facilities.

Globble reserves the right to restrict access to the Services and/or the Platform or any parts thereof. By way of example, access to restricted areas of the Platform may be subject to registration and/or other conditions depending on the Services applicable to You. If We grant You permission to access a restricted area, We may withdraw that permission at any time (in particular where You breach any obligations You have under these Terms and Conditions and/or at law).

  • Definitions

Agreement means these Terms and Conditions together with a respective Order Form as duly executed between the Parties

Brand means and includes, but is not limited to the Globble brand and all and any other brands, mottos, taglines or slogans used by Globble, as well as any other brands that belong to or are used by the Group, including all Intellectual Property Rights relating thereto;

Client means any consumer being also a user of the Platform who has placed an Order via the same and enters into a sales agreement directly with the Partner;

Goods means the goods prepared by and/or belonging to the Partner being mainly food and drink products (including, for example, food leftovers or food prepared by Partner which for whatever reason cannot otherwise be made use of by the Partner) for which the Partner is solely responsible;

Group means any and all entities which form part of the Globble group, including such entities that fall under the Globble Brand;

Intellectual Property (Rights) or IPRs means all vested, contingent and future intellectual and industrial property rights of whatever nature and all rights pertaining thereto, whether recorded or registered in any manner, or otherwise, including without prejudice to the foregoing generality, patents, trademarks, registered designs, copyright, design rights, semi-conductor topography rights, database and software rights, trade secrets, know-how, business names, trade names, brand names, domain name, source and object code materials, data and processes, and inventions, anywhere in the world protecting or relating to such intellectual and industrial property rights, including licences thereto;

Order means any order, by a Client, for any Goods offered by the Partner via the Platform.

Order Form means a written agreement entered into between Globble and the Partner that shall contain specific details and/or further rights and obligations regarding the subject matter of these Terms and Conditions including but not limited to further commercial details regarding the Services, and any additional conditions in respect thereto as well as any fees due under the same a template of which is hereby included and marked as ‘Schedule 1’. In case of any conflict between the Terms and Conditions and the Order Form, the latter shall prevail;

Partner means the person / entity signing up or logging on to the Platform and having signed an Order Form whereby Globble is engaged to provide the Services for the same;

Partner Account means the account and/or designated URL and/or restricted area on the Platform that has been set up for a Partner once a Partner has been signed up to the Platform and/or signed an Order Form;

Platform means the Globble website(s)/app(s) upon which the Partner can access the Globble Services including but not limited to the food-ordering platform which functions as a marketplace that (i) enables Partners to market and receive orders of Partners’ Goods from Clients (ii) allows Partners to enter into sales agreements with Clients for the sale of their Goods to Clients provided that the Globble Platform End User Licence Agreement (EULA) is first accepted by the Partner;

Services means the information society services performed by Globble through or via the Platform which services are described in Clause 3.2 below and may be further defined and/or expanded upon in an Order Form(s) as necessary;

Terms and Conditions means these Globble Partner terms and conditions that have been set out herein as applicable between Globble and the Partner and all materials referred or linked to in the same.

  • Our Obligations and Rights
  • For the sole purpose of the Partner receiving the Services, Globble grants the Partner a non-exclusive right to access, use and interact with the Platform subject to these Terms and Conditions as further described in Clause 9.2 of these Terms and Conditions.
  • It is hereby understood that Our role is restricted to the Services and that in particular, Globble merely acts as a provider of an information society service. The Platform inter alia consists of a marketplace through which the Partner can market and sell its Goods to Clients and arrange for the pick-up of the said Goods directly by Clients. The Goods, the contents thereof, the delivery/pick up of said Goods and anything else related to the activity of the Partner in relation to its activity on the Platform and to Clients, including but not limited to any agreements that may be entered into by the Partner with Clients, shall be the sole and exclusive responsibility of the Partner. To this end, We are neither manufacturer, producer nor seller of the Goods and are and shall not be held responsible in any way whatsoever for the nature of the Goods sold via the Platform or more generally, for the Partner’s activity on the Platform, subject always to the warranties and/or guarantees (including food quality and food-safety guarantees)  provided by the Partner by entering into this contract with Us.
  • You hereby agree that, subject to what is further laid out in these Terms and Conditions, Our obligations, responsibilities and warranties are reasonable having regard to the nature of the Platform and of Our Services. Aside from those other obligations specified in these Terms and Conditions, Our guarantees shall be limited only to the following with respect to the Services:

3.3.1 We will not attempt to seek any refunds for misrepresentation of prices on any on-line menus or databases maintained by Us;

3.3.2 We will keep and/or allow the Partner to create and maintain a web presence for the Partner on the Platform, subject to any other marketing/media arrangements that may be agreed between the Parties via any Order Form or as otherwise agreed between the Parties, in writing;

3.3.3 We will list the offered food items of the Partner in a competitive and clear manner on the Platform based on artwork and other material either provided by or approved by the Partner.

3.4 Without prejudice to Clause 3.2 and apart from the guarantees listed in Clause 3.3 above, Our sole responsibility in operating the Platform, is to receive payments from Clients for the Goods, and to then transfer those payments to Partners in the agreed amounts. You hereby authorise Us to receive payments from Clients (including VAT) on Your behalf and to allocate the received funds, via payment service providers selected by Us, in accordance with these Terms and Conditions.

3.5 Should You breach these Terms and Conditions or any applicable law, Globble shall, besides being entitled to exercise any of its rights at law and without prejudice to any specific rights identified in the Terms and Conditions be entitled to, at its sole discretion immediately terminate the agreement and/or suspend access to the Platform and the Services.

3.6 It is acknowledged that any of the rights and remedies listed and agreed to in these Terms and Conditions are not and shall not be mutually exclusive, and the exercising of one of such rights or remedies shall not preclude any of the others.

3.7 Eventual takeover:

3.7.1    Upon the satisfaction of certain conditions, XED LTD (C 99936) – hereinafter referred to as ‘XED’, owned wholly or partially by Akos Jex, will acquire the complete operation of the Platform and the Services. By accepting the Terms and Conditions, You acknowledge that Your details and information as well as the details agreed to in any Order Form shall be transferred to XED with XED being the entity solely responsible for providing the Services and that such transfer of information shall occur in order for You to continue receiving the Services and be permitted to use the Platform. You will be informed of such transfer via update of these Terms and Conditions and, where necessary, any other means as provided by law, and that in the event of such transfer, XED shall assume all the rights and obligations pertaining to Globble as further described in these Terms and Conditions and any related Order Form and/or that are available to it under applicable laws.

3.7.2    For the avoidance of all doubt, upon the transfer/takeover as explained in Clause 3.7.1, unless terminated in accordance with these Terms and Conditions, this Agreement (including any executed Order Form) shall be deemed entered into between the Partner and XED.

3.7.3    For the purpose of being able to continue providing You with the Services as regulated by Our Terms and Conditions and as may be necessary, We may share some or all of Your personal data with any subsequent owner, co-owner or operator of Our Services (including XED as stated above in Clause 3.7.1) and their advisors in connection with a corporate merger, transfer of business, consolidation, restructuring, the sale of substantially all Our stock and/or assets, or in connection with bankruptcy proceedings, or other corporate reorganization and this in accordance with Our Privacy Policy. Alternatively, We may seek to acquire other businesses or merge with them. In the event of a change to Our business, You (and/or the subsequent owner, co-owner or operator of the Services) will be informed in accordance with applicable law.

  • Integration& Registration of Partners

4.1 In order to sign up, log on to, join and/or be granted access to the Platform, the Partner must accept these Terms and Conditions and any related documentation (including but not limited to any end-user licence agreement as may be presented to the Partner when first using the Platform) and sign an Order Form, providing all the requested information to Us as necessary.

4.2 Once You submit any request to become a Partner (via any means whatsoever), Globble will evaluate Your request. Globble reserves the right at its sole discretion whether or not to accept Your request to become a Partner (which must be followed by signature of the necessary Order Form), based on certain eligibility criteria, and the information that You provide Us. Any such decision shall be final and not subject to appeal.

4.3 Globble reserves the right to request further information from You during the application process and You hereby agree to cooperate with any request for documentation that may be required by Globble to complete the application process, for example to verify Your identity (e.g. requests for ID/passports, utility bills, structure charts etc.) and/or as necessary to comply with due diligence procedures, applicable laws and/or requests/orders from any supervisory authorities.

4.4 Acceptance of any Partner to the Platform does not signify or guarantee the initiation of the Services or the carrying out of an Order.

4.6 It is important that You adopt all necessary measures to keep any information stored on Your Partner Account (if any) safe and confidential. The adoption of such measures and the control and management of Your Partner Account more generally shall be Your sole responsibility and Globble shall not be held liable for any actions undertaken from such account, and in particular, for any unauthorised access and/or use and/or any losses or damages resulting therefrom. You shall, in any case, inform Us immediately of any suspected unauthorised or unlawful activity on Your Partner Account.

  • Your Warranties

By becoming a Partner, You hereby confirm and warrant the following:

5.1 That you have carefully read and understood the Terms and Conditions and any instructions provided by Globble herein on the Globble Website or as may have been provided to You separately, such as by way of an Order Form.

5.2 That upon signing any Order form and upon using the Platform (after reading and accepting any required EULAs) as a Partner and throughout the duration of the Agreement (as stipulated in the Order Form) and throughout course of Your contractual relationship with Globble, You have provided Us and will continue to provide Us with accurate, complete and truthful information, and that You will endeavour to correct any errors, inaccuracies or change in circumstances should any such information change throughout the course of the Agreement between the Parties in accordance with these Terms and Conditions (and any respective Order Form).

5.3 That the person accepting these Terms and Conditions and agreeing to / concluding any Order Form has full right, power and authority to accept these Terms and Conditions and enter into an Agreement as detailed in the Order form on behalf of the Partner and to carry out the Partner’s rights and obligations under these Terms and Conditions and the respective Order Form in accordance with any applicable laws.

5.4 That Your performance of Your obligations and the enjoyment of Your rights under these Terms and Conditions and the respective Order Form do not and will not violate any applicable laws or any other agreements that You may have with any third party.

5.5 That in particular and in addition to the above the Partner shall observe all applicable laws, regulations, codes or rules relating to the use of the Platform and to the manufacture, production, distribution, handling, marketing, offering and provision of Goods to Clients including but not limited to food safety and product safety laws, marketing and advertising laws and consumer laws. By way of example, the Partner must ensure that in terms of applicable law: it is authorised to manufacture, produce, distribute, handle, market and generally offer for consumption the Goods to Clients; that the Goods are of an acceptable quality and fit for consumption and that particularly, they have not reached expiration date; and that generally no Goods are provided to Clients through the Platform which can cause harm to such Clients and/or to third parties.

5.6 That in carrying out your rights and obligations under these Terms and Conditions You do not and shall not infringe or threaten to infringe the Intellectual Property Rights of Globble, its affiliates as well as those of any third party, and in particular You hereby warrant that all artwork or content uploaded or used on the Platform is free from any liens or any third-party rights. Moreover, You shall not use or attempt to register any domain names or keywords relating to Globble, the Brand, and any of the Globble Intellectual Property Rights (such as trademarks), or otherwise similar thereto.

5.7 That, You will provide any information and/or documentation that Globble may reasonably require to allow it to abide with any applicable laws or any requests by any relevant supervisory authorities or adjudicating bodies, such as to allow Us to comply with any reporting obligations that We may have.

  • Your Obligations

6.1 Access rights to the Platform and provision of the Services are personal to You and intended specifically for You in accordance with the information that You provide Us when registering as a Partner in terms of Clause 4 above. You shall therefore not open the Partner Account on behalf of any other person, nor may such account be transferred to a third party without Our prior express written consent.

6.2 Further to Clause 4.3 above, Partners shall, at all times, provide reasonable assistance and cooperation to Globble, such as with regard to any further information or documentation that Globble may need to verify identity (e.g. requests for ID/passports, utility bills, structure charts etc.) and/or as necessary to comply with applicable laws or requests/orders from any supervisory authorities. You hereby agree that failure to respond to any request within one (1) month from the date upon which such request was initially sent to You (based on the contact details registered to Your Partner Account) shall entitle Globble to suspend Your Partner Account subject to Globble providing a two (2) weeks’ notice.

6.3 It is Your responsibility to inform Us, should You decide to terminate the Services in line with Clause 11 below. Globble reserves the right to suspend and/or terminate any Partner Account which has not been accessed for a period of twelve (12) months subject to Globble providing a two(2) week notice of the same.

  • Your use of the Platform shall comply with the rules set out in these Terms and Conditions (and any specific terms and conditions and/or EULAs as may be displayed on the same at any given time) and, in particular, You shall not:
  • Use the Platform for any unlawful or fraudulent purpose;
    • Impersonate any person or entity, misrepresent or falsely state your affiliation with any such person or entity related to the Globble Group;
    • Reproduce, copy, duplicate, sell or otherwise exploit the Platform or any part of it for any commercial purpose;
    • Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Platform for any purpose.
  • In using the Platform, You shall not participate in, benefit from or in anyway be a party to any illegal activities.
  • In return for the Services You hereby agree, in Your sole responsibility, to the following:
  • Further to what is stated in Clause 5 above, You shall provide Goods of an acceptable quality and safety and at discounted rates as agreed to in any Order Form or via any other means, in writing, as between the Parties;
    • You shall directly handle all matters relating to the Goods, such as any Client complaints, and including any such matters relating to refunds on Goods that are deemed to be of poor quality or otherwise improperly prepared and/or packaged;
    • Where applicable, You shall provide an accurate and up to date menu, which You shall endeavour to keep updated with any product or price changes as soon as they occur;
    • You shall provide appropriate containers and portion control products for the food to be picked up by Clients;
    • Should the Partner’s menu (where applicable) be considered too cumbersome to manage on the Platform, You agree to create a specific take-out menu to make available, in a compatible format, on the Platform.
  • Exclusions and Limitations
  • Globble provides the Platform on an “as is” basis and makes no representations or warranties of any kind with respect to the same and disclaims all such representations and warranties to the maximum extent permitted by law. As a result, Globble cannot guarantee that access to and/or use of the Platform will be uninterrupted and error-free, and Globble will not be held liable in any manner whatsoever to the Partner and/or any third party.
  • Whilst We take reasonable care in compiling the Platform, We do not represent or warrant that the Platform or any of its contents will be accurate, complete or reliable.
  • We do not represent or warrant that any of the Services or any other services (whether or not provided by us) will be provided with due care and skill or that any Goods (whether or not provided by us) will be of merchantable quality or will be fit for any purpose.
  • Except to the extent that loss or damage is caused directly by Globble’s gross negligence or wilful misconduct and subject to the following paragraphs, Globble and/or any entity within the Globble Group and/or any of its/their employees expressly disclaim any and all liability whatsoever in respect of anything and in respect of the consequences of anything done or omitted to be done wholly or partly in reliance upon the Services and/or the Platform and/or any Globble obligations contemplated under these Terms and Conditions and/or  any delay in providing, or failure to provide or make available any facilities relating thereto.  In particular, and without limiting the generality of the foregoing, Globble will not be liable for:
  • the delay in performing or failure to perform its obligations hereunder if the delay or failure results from events or circumstances beyond its control;
    • losses which result from changes, interruptions, errors or any problem relating to the Platform;
    • loss of profits, revenues, business or any indirect or consequential losses;
    • loss of goodwill or reputation;
    • any misrepresentation on or relating to the Platform and/or the Services (other than any fraudulent misrepresentation made by Us).

arising out of anything done or failed to be done in connection with these Terms and Conditions.

  • In addition to the above, Globble shall not be liable for any damages, losses and/or expenses resulting from third party services (including but not limited to those provided by other Partners), outside its reasonable control such as any services that are used by You to access the Platform but which are not marked as owned by or offered directly by Globble whether by way of subcontracting, or as otherwise used by Us in order to comply with Your instructions and including for example the contents, services, functions and other offers that may be available under the Platform, and the general availability of service, functions, contents, services and other offers that may be used by You. For the avoidance of doubt, the Partner shall bear all liability and shall indemnify and hold Globble harmless from any and/or all aforementioned damages, losses and expenses for any such Partner acts or omissions which may lead to any claims by any third parties. 
  • Without prejudice to anything stated in this Clause 7, Globble’s liability, if any, shall be limited to any fees payable to Globble by the Partner calculated in accordance with these Terms and Conditions, such as in terms of Clause 10 below or as otherwise agreed upon in any Order Form(s), as the case may be, during the year in which the cause of the liability in question arose.
  • The entirety of this Clause7 (Exclusions and Limitations) is a comprehensive limitation of liability that applies to all damages of any kind, and all warranties, conditions and representations that may be implied by any law or statute are excluded to the fullest extent permitted by law. For the avoidance of doubt none of the limitations and exclusions described in this Clause 7 shall affect any statutory rights which are not capable of being excluded.
  • Indemnity
  • You agree to indemnify, defend and hold harmless Globble, its directors, officers, employees, consultants, agents, and other Partners, from any and all third-party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from without limitation:
  • Your breach of these Terms and Conditions including any representations, warranties or covenants in these Terms and Conditions or in an Order Form, Your infringement of any Intellectual Property Rights (whether Globble’s and/or of third parties) or any other right of Globble and/or any other person or entity, or Your breach of any duty of confidence or privacy, any defamatory statements made by You in any form and/or any misuse of the Platform, or otherwise any of Your acts or omissions and the acts or omissions of any entity for which You are responsible (including Your employees and/or subcontractors) and/or
    • Your breach of any applicable law, regulation, code or rules including those regulating sale of goods/services to Clients and those relating to food/product safety marketing and advertising; and/or
    • The manufacture, production, distribution, handling, marketing, consumption or use of the Goods and/or
    • Any Client complaints/claims arising from any act or omission on Your part whether this is related to Your Goods or otherwise.
  • For the avoidance of doubt, the Partner shall be entirely responsible for the acts or omissions of any third parties acting on behalf of the Partner pursuant to these Terms and Conditions and the Partner shall bear all liability and shall fully indemnify and hold Globble harmless against all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) for the said third party/ies acts or omissions, as if any such third party were a direct party to the Order Form and/or subject to these Terms and Conditions.
  • Intellectual Property

9.1 Any and all Intellectual Property Rights in the Platform and all and any other materials/mediums/content owned by Globble and relating to the Services, and any new Intellectual Property Rights derived or otherwise created out of or arising from the Platform, and/or the Services, whether conceived or developed alone or with others shall remain the sole and exclusive property of Globble. The Partner does not hold and may not claim any rights, interest or title in any and all Globble Intellectual Property except as specifically provided under this Agreement (such as in Clause 9.2 below) to the exclusion of all and any implied rights or licenses, and the Partner hereby assigns to Globble all right, title and interest in and to all and any Intellectual Property Rights which may be developed at any time following Acceptance of these Terms and Conditions, created, modified, altered, treated or otherwise derived from the Platform and from any other materials/mediums owned and/or given or granted by Globble in the carrying out of the Services. For the avoidance of doubt, the Partner shall not modify, alter, copy, distribute, sub-licence or in any way treat the Platform and/or any other materials/mediums owned and/or given or granted by Globble to the Partner, unless with the prior express written approval and/or consent of Globble.

9.2 Without prejudice to the above, Globble hereby grants to the Partner a limited, personal, non-transferable and non-exclusive license to make use of the Platform for the sole purpose of the Services, only during the term of these Terms and Conditions. The Partner may only sub-license the rights granted to it in this Agreement (or parts thereof) with the prior explicit written consent of Globble. For the avoidance of doubt, and further to what is stated in Clause 8 above, the Partner shall assume full responsibility under any applicable law and/or under the Terms and Conditions for any acts and/or omissions of any sublicensee of the Partner which would constitute a breach under said Terms and Conditions and/or applicable law, and the Partner also agrees to fully indemnify and hold Globble or any of the Group or its affiliates harmless for any and all such damages, losses and expenses which may arise or be threatened to arise from such actions and/or omissions.

9.3 You hereby grant to Us a perpetual, royalty-free, irrevocable licence to copy, issue, copies, communicate to the public, make public available and include any material or content that You upload or post to the Platform.

9.4 Upon termination of the Terms and Conditions and/or the Services and any relevant Order Form, the Partner shall as the case may be, at the discretion and to the satisfaction of Globble return or destroy and shall ensure that any third parties acting on behalf of the Partner return or destroy all content, any confidential information (as described in Clause 16 below) and any and all other information or proprietary material.

  1. Payments
  1. Any fees payable to Globble in return for the performance of the Services received by the Partner (‘Fees’) shall, subject to observance of these Terms and Conditions, be agreed to in a separate Order Form which shall detail the manner in which such Fees shall be calculated, such as by way of commission on total sales. The method of payment of such Fees shall, once agreed between the Parties in the aforesaid manner, be paid to Us via bank transfer and/or via any payment gateway and/or services of a third party payment services provider as made available via the Platform.
  1. Globble shall not be held liable for any failure or delay in payments should such delay be caused by any events outside Our control, including but not limited to instances where such events are caused by third parties and/or by other unforeseeable incidents (e.g. in relation to force majeure events as listed in Clause 13 below) and/or by actions or omissions of the Partner, such as where You provide us with incorrect details.
  1. Globble hereby reserves the right at its sole discretion and without providing any reasons or notice, to deny access to the Platform and/or suspend or terminate the Services should We determine in Our discretion that You have failed to adequately pay any Fees due in accordance with these Terms and Conditions or in any Order Form, without prejudice to Our other rights.
  1. To the fullest extent permitted by law, the payment of any and all tax, duty (e.g. VAT ), levy, charges or any other fees that may be payable to any national authority, for example to any tax authority, that may be imposed by operation of the law, for the purposes of the Terms and Conditions between the Parties in connection with the Goods purchased by Clients via the Platform, shall be borne by and be the sole responsibility of the Partner. For the avoidance of all doubt, while Globble may issue electronic confirmations and/or receipts of payment to Clients who purchase Partner Goods via the Platform, the Partner shall be solely responsible for issuing any required VAT or other tax receipts to the Clients upon collection of the said Goods.
  1. Termination
  1. These Terms and Conditions and any respective Order Form (the Agreement as defined above) shall, once Accepted, enter into force and remain in effect between the Parties for the duration stipulated in the Order Form entered into between the Parties.
  1. Both Parties may each terminate the Terms and Conditions and/or the Order Form by providing thirty (30) days prior written notice by means of the methods of communications specified in Clause 12 below.
  1. Globble reserves the right to terminate the Terms and Conditions and/or the Order Form immediately should We determine in Our sole discretion that You in any way commit a material breach of any of the provisions in such Terms and Conditions and/or any respective Order Form and/or if You otherwise infringe any applicable law.
  1. The clauses in these Terms and Conditions and/or the respective Order Form which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. Moreover, such termination shall not exempt either of the Parties from the obligations and/or conditions made hereunder and in particular, any rights accrued by Globble, for example in relation to any Fees due to it, at the date of termination will continue to be enforceable after termination.
  1. In addition to the above rights, We reserve the right to, at Our sole discretion deny access to the Platform and/or suspend or terminate any of the Services without notice, should We determine at Our sole discretion that You have breached these Terms and Conditions and/or any respective Order Form and/or any applicable law.
  1. Once the Terms and Conditions and/or the respective Order Form are terminated between the Parties, for any reason, the Partner shall ensure that all references to Globble shall be permanently deleted and shall instruct any sub-licensee (or third party/ies acting on behalf of the Partner) to delete all Globble Intellectual Property that it holds and/or controls as further specified in Clause 9.4 above.
  1. Written Communications

12.1  Applicable laws require that some of the information or communications We send to You should be in writing. When using this Site, you accept that communication with Us will be mainly electronic. We will contact You by e-mail or provide you with information by posting notices on our website.  You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing. 

  1. Events Outside Our Control

13.1  We will not be liable or responsible in any manner whatsoever for any failure to perform, or delay in performance of, any service (including the Services) covered by these Terms and Conditions and/or any Order Form and which is caused by events outside Our reasonable control (“Force Majeure Event”).

13.2  A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Our reasonable control and includes in particular (without limitation) the following:

  • Strikes, lock-outs or other industrial action;
  • Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
  • Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
  • Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
  • Impossibility of the use of public or private telecommunications networks;
  • The acts, decrees, legislation, regulations or restrictions of any government.
  1. Severability

14.1 If any of these Terms and Conditions and/or any relevant Order Form are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

  1. Data Protection, Privacy and Direct Marketing

15.1 The Parties each undertake, as separate data controllers, to process personal data in line with the provisions of the EU General Data Protection Regulation (the “GDPR”), and any other national law implementing or regulating privacy/data protection, including the Maltese Data Protection Act (Chapter 586 of the Laws of Malta) and any other applicable subsidiary legislation and any other data protection and privacy related acts, regulations or law that may be applicable as may, from time to time, be amended. 

15.2  As a separate data controller, the Partner shall ensure that it observes all applicable data protection/privacy and direct marketing rules in all and any relevant jurisdictions.

  1. Confidentiality

16.1 Except as expressly provided, each party (the “Receiving Party”) undertakes to treat as confidential and keep secret all information of the other party (the “Disclosing Party”) marked “confidential” or which may reasonably be supposed to be confidential that is disclosed by the Disclosing Party to the Receiving Party during the negotiations or the performance of these Terms and Conditions including such information relating to the carrying out of the Services (the “Information”). The Receiving Party shall protect the Information with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any Information which was rightfully in the possession of the Receiving Party prior to the commencement of the negotiations leading to these Terms and Conditions or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause).This ‘Confidentiality Clause’ shall remain in full force and effect notwithstanding any termination of the Terms and Conditions.

16.2 Any such confidential Information of Globble shall not be disclosed to any third party without Our express consent.

  1. Assignability
  1. Globble may assign its rights and obligations in the Terms and Conditions and/or any Order Form to any other entity in the Group or any other entity as it otherwise sees fit, including but not limited to the eventual takeover as described in Clause 3.7 above, without requiring your prior consent.
  1. Your rights and obligations under these Terms and Conditions and/or any respective Order Form may not be assigned to any other person, in whole or in part, without Our prior express written consent.

17.3 These Terms and Conditions shall continue to be binding and enforceable against and inure to the benefit of the Parties and their respective successors and assigns.

  1.  Waiver

18.1  No failure to insist upon or exercise rights to enforce strict performance of any covenant, duty or condition of the Terms and Conditions to otherwise exercise any rights or remedies to which any party is entitled under the same Terms and Conditions, shall not constitute a waiver of the right to subsequently enforce any such right or remedy.

  1. Governing Law and Jurisdiction

19.1 These Terms and Conditions shall be governed and construed in accordance with Maltese law.

19.2  It is understood and agreed that the Parties shall carry out the Terms and Conditions in the spirit of mutual co-operation and good faith and shall use their best endeavours to resolve amicably any disputes that may arise between them in connection with the Terms and Conditions.

19.3 Any dispute, controversy or claim arising out of or in relation to this Agreement, including the existence, validity, breach or termination thereof, shall be finally settled by arbitration in accordance with the provisions of Part IV (“Domestic Arbitration”) of Arbitration Act (Cap. 387 of the Laws of Malta) and the Arbitration Rules made thereunder, as in force on the date of commencement of the relevant dispute (such commencement to be established in accordance with such Rules). 

19.4 There shall be one (1) arbitrator, to be appointed by agreement between the Parties or, failing such agreement, within seven (7) days from the receipt by either party from the other of a notice proposing the names of one (1) or more persons who serve as the sole arbitrator, by the Chairperson of the Malta Arbitration Centre at the request of either party. The seat of the arbitration shall be such place in Malta at the premises of the Malta Arbitration Centre. 

19.5 The decision of the arbitrator shall be final (including costs) and binding on the parties and both Parties agree to be bound by and to carry out the decision and there shall be no appeal.  

19.6 Before resorting to arbitration, the Parties shall attempt, within 30 (thirty) days, to settle by negotiations or by means of a mediator located in Malta, between them in good faith all disputes or matters which arise between them out of or in connection with this Agreement. 

19.7 Failing arbitration, the Courts of Malta shall have exclusive jurisdiction over all claims or disputes arising out of, or in relation to, or in connection with the Terms and Conditions. You hereby irrevocably submit to the jurisdiction of the Courts of Malta.

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Version 1.0 – last updated on 03.03.2023