1.0 Introductory provisions
1.1 Ostratto, with its registered office C/O The Accountancy Partnership Suite 1, 5th Floor, City Reach, 5 Greenwich View Place, London, England, E14 9NN is a UK HMRC registered limited entity with number 12973744 and VAT registered number 335222726, (hereinafter referred to as the “Provider“), besides providing the Ostratto Services, is authorised based on legal relations with certain Third Parties, to mediate certain services of Third Parties for its Customers.
1.2 The relation between the Provider and Customer abides by these Conditions unless the Provider and Customer agree upon otherwise in writing for a particular case.
1.3 These Conditions apply to (i) all brokering of the Third Party Services by the Provider for the Customer, and (ii) providing the Ostratto Services by the Provider.
1.4 The Provider is neither an operator nor a provider of the Third Party Services themselves unless provided elsewhere otherwise. The conditions for using the Third Party Services and other related rights and obligations are dealt with in a separate legal relation between the Customer and the Third Party which provides or operates the relevant Third Party Service.
2.0 Definitions in this Agreement unless expressly stated otherwise
2.1 Customer. The Customer means a user of the Third Party Services and/or Ostratto Services based on a contractual relation with the Provider.
2.2 Third Party. A Third Party means any entity other than the Provider or Customer.
2.3 Contractual parties. The Contractual Parties mean the Provider and Customer.
2.4 Third Party Services. The Third Party Services mean services provided by a Third Party which the Provider brokers for the Customer based on a legal relation with the Third Party. A detailed specification of individual Third Party Services is on the Provider’s website: www.ostratto.com.
2.5 Ostratto Services. The Ostratto Services mean services provided directly by the Provider.
2.6 Use of Services. The Use of Services is understood to include all usage of the Third Party Services or Ostratto Services performed by the Customer.
2.7 Personal Data and related terms. The Personal Data and related terms shall have the meanings ascribed to them in the EU Regulation. The parties agree and acknowledge that the Data Protection Legislation applies to the processing of Customer Personal Data.
2.8 EU Regulation. EU Regulation means 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 (General Data Protection Regulation).
2.9 Contract. The Contract means a contract concluded by the Provider and Customer dealing with the brokering of the Third Party Services and/or providing the Ostratto Services for the purpose of determining the Contracting Parties’ rights and obligations.
2.10 Conditions. The Conditions mean these Ostratto General Contract Terms and Conditions.
2.11 Third Parties’ Contractual Conditions. Third Parties’ Contractual Conditions mean the conditions resulting from the legal relation between the Customer and a Third Party which provides or operates the relevant service of the Third Party Services. The Customer can obtain Third Parties’ Contractual Conditions from the relevant providers/operators of the Third Party Services unless the Provider refers to them directly on its website: www.ostratto.com.
3.0 Subject-matter of the Contract
3.1 The Provider undertakes to arrange access to the Third Party Services for the Customer and/or provide the Customer with the Ostratto Services within the scope under the Contract, and the Customer undertakes to pay the charges under the Contract in relation with providing the relevant services or access to the relevant services.
4.0 Conditions for using the Third Party Services
4.1 This part of the Conditions only applies to using the Third Party Services.
4.2 Third Party Service operation. The Customer understands that the Provider is neither an operator nor a direct provider of the Third Party Services themselves, but it only mediates the Third Party Services for the Customer. The conditions for using the Third Party Services and other related rights and obligations are stated in Third Parties’ Contractual Conditions.
4.3 Consent to Third Parties’ Contractual Conditions. By conclusion of the Contract, the Customer undertakes that it will adhere to Third Parties’ Contractual Conditions when using the Third Party Services. The Customer is obliged to make reasonable efforts to eliminate a misuse of the Third Party Services by unauthorised entities.
4.4 Administration and setting of the Third Party Services. All administration and setting of the Third Party Services must be carried out solely by the Customer or an authorised person with its own means and at Customer’s responsibility unless agreed upon otherwise by the Contractual Parties. Unless agreed otherwise, support provided by the Provider is subject to a fee as defined by price-list published by the Provider.
4.5 Quality and availability of the Third Party Services. By signing the Contract, the Customer undertakes and agrees that the responsibility for the quality and availability of the Third Party Services is borne solely by the relevant provider/operator of the Third Party Services unless agreed upon otherwise by the Contractual Parties. The quality and availability of the Third Party Services and the settlement methods and claims resulting from the responsibility for defects in the Third Party Services abide by the relevant Third Parties’ Contractual Conditions.
4.6 Technical support. The technical support related to the Third Party Services abides by the relevant Third Parties’ Contractual Conditions. The Provider is not obliged to provide either the Customer or end users with any technical support for the Third Party Services unless agreed upon otherwise by the Contractual Parties.
4.7 Responsibility. The Customer is obliged to refrain from using the Third Party Services in such a way that would contradict the rule of law of the country in which the Customer, Provider or relevant provider/operator of the Third Party Services and possibly their subsidiaries have their registered offices, or which would interfere in third entities’ rights or justified interests. The Provider is not responsible for a loss caused by activities or neglect of the provider/operator of the Third Party Services.
5.0 Conditions for using the Ostratto Services
5.1 This part of the Conditions only applies to using the Ostratto Services.
5.2 Ostratto Service operation. The Ostratto Services are provided by the Provider directly, i.e. on its behalf and at its own responsibility. The Provider will meet its obligation to provide the Ostratto Services by rendering the services in the scope under the Contract.
5.3 Conditions for providing the Ostratto Services. The providing of the Ostratto Services which are, with respect to their character, non-recurring services (i.e. the services are not provided repeatedly during a certain period) is not affected by Art. 7.2, 7.3, 7.5, 11.2, 11.3, possibly by other parts of the Conditions if they are non-applicable with respect to the character of the relevant services.
5.4 Term and scope of rendering the Ostratto Services. The terms agreed for providing the Ostratto Services, if they are non-recurring services, and their scope, are determined in the Contract.
6.0 Common conditions for the Use of Services
6.1 The place of providing Services. The Services are provided online via a tool provided by the Provider.
6.2 The process of concluding the Contract. The Contract may be concluded, besides any other official means provided by the Provider, in written form, or by written or email order of the Customer and a written or email confirmation of the Provider, or online via a tool provided by the Provider, on the basis of an order of services and the Customer’s acceptance of these Conditions, and confirmation of the order by the Provider in case of Services that require this confirmation and are marked accordingly; in such case the Contract is concluded by confirmation provided by the Provider. If a confirmation of the order is not required, the Contract is concluded upon submission of the order for services by the Customer. The Contract consists of these Conditions and, where applicable, other business terms and conditions that apply to the relevant services, and the specifications of the subject and terms of services in the Customer’s order or the Contract.
6.3 Cooperation. The Provider and Customer are obliged to provide each other with all necessary cooperation to fulfil the purpose of the Contract. In particular, they are obliged to communicate, without undue delay, all significant facts which could affect the performance under the Contract or its conditions and technical aspects related to access to the Third Party Services or Ostratto Services if this is possible with respect to their character.
6.4Limitation of Liability. In view of the scope and character of the provided services, circumstances under which the Contract was concluded, the Contracting Parties’ positions, and the expected amount of the loss, the Contractual Parties have agreed that the responsibility for a loss is limited, in case of a claim for damages, to the amount of the Customer’s payment for the Third Party Services or Ostratto Services in the past 12 months.
6.5 Restrictions. Customer will not, and will not allow third parties under its control to: