The parties have agreed that iCARMA MEDIA INSIGHT PORTUGAL UNIPESSOAL, LDA. shall provide the Services to the Client in accordance with the terms and conditions of this Contract.
1. Commencement and Term
1.1 The Contract shall begin on the Commencement Date set out in the Contract Details and shall, unless and until first terminated in accordance with Termination clause, be executed for the Initial Period, and shall then continue for more succeeding Further Period(s) until and unless terminated by the Client or CARMA upon the Minimum Notice Period stated in the Contract Details.
2. Supply of Services
2.1 CARMA shall use its reasonable skill and care to supply the Services to the Client from the Commencement Date in accordance with this Contract.
2.2 In supplying the Services, CARMA shall use either the Client’s Resources or CARMA Resources as specified above.
3. Client’s Obligations
3.1 The client shall:
3.1.1 co-operate with CARMA in all matters relating to the Services;
3.1.2 where stated in the Contract Details supply adequate Client Resources to CARMA;
3.1.3 provide, in a timely manner, such information as CARMA may reasonably require, and ensure that it is accurate and complete in all material respects.
4. Intellectual Property
4.1 CARMA and its licensors shall retain ownership of all CARMA IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.
5. Termination
5.1 Without affecting any other right or remedy available to it, and without prejudice to any compensations that may be due, either CARMA and Client may terminate the Contract with immediate effect by giving written notice to the other Party if the other Party commits a material breach of any term of the Contract which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 60 days after being notified in writing to do so;
5.2 Without affecting any other right or remedy available to it, CARMA may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
5.3 On termination of the Contract for whatever reason the Client shall immediately pay to CARMA all of CARMA’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, CARMA may submit an invoice, which shall be payable immediately on receipt;
6. Force Majeure
6.1 Neither Party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
7. Personal Data and Confidentiality
7.1 Both Parties undertake to comply with all legal provisions applicable to the processing of personal data and to put into practice the technical and organisational measures necessary for protection of the personal data processed on behalf of the other Party against their accidental or unlawful destruction, accidental loss, alteration, unauthorised dissemination or access, as well as against any other form of unlawful processing of such personal data.
8. Language
8.1 The Contract has been executed in Portuguese and English. In the case of discrepancies or contradictions between the Portuguese and English versions, the Portuguese version will prevail.
