Terms of Use & Privacy Policy

FACC Texas General Terms & Conditions

These FACC Texas General Terms & Conditions along with a Quotation form an agreement between the Parties (the “Agreement”) for the provision of Services. Any contrary, inconsistent, or additional provisions contained in Customer’s purchase order or other Customer documentation is expressly rejected.

1 – Definitions

Affiliate: any legal entity: (i) controlling, controlled by or under common control with an entity, where “control” is defined as the legal or beneficial ownership of more than fifty percent (50%) of the voting rights at the assembly of owners of such entity, or in the case of a foreign domiciled affiliate where the prevailing law of the foreign country prohibits majority ownership by a foreign parent organization, an ownership interest by such entity which reflects the maximum controlling interest allowable under the laws of such foreign country, or such other relationship as, in fact, constitutes actual control; or (ii) specifically designated as an affiliate of either party in a Quotation.

Assumptions: the assumptions, if any, upon which the Services are premised as specified in the Quotation.

Attendees: Customer’s personnel who are identified and registered as individual attendees or participants to or for the Services.

Change Order: a written amendment to the Quotation varying the scope of the Services, Deliverables and/or other matters related to the Services.

Confidential Information: any non-public and proprietary information disclosed orally or in writing which is either marked as confidential or ought to reasonably be considered confidential, including: Intellectual Property, the Services, Deliverables, information related to the business, affairs, customers, partners, or suppliers of the other Party, and information about a Party’s and its Affiliates’ products and services. Except as required by applicable law or regulation, Confidential Information will not include information that:

• at the time of the disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of the Agreement, act, or omission by the recipient or any of the recipient’s representatives;
• at the time of the disclosure is, or thereafter becomes, available to the recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information to the recipient by any legal, fiduciary, or contractual obligation;
• was known by or in the possession of the recipient, as established by documentary evidence, before being disclosed by or on behalf of the disclosing party pursuant to the Agreement; or
• was or is independently developed by recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing party’s Confidential Information.

Customer: the legal entity or natural person identified as such in the Quotation.

Data: data (including Personal Data), documents, information, text, images, audio, video, software, or materials which are provided or made available by Customer to FACC Texas through Customer’s use or receipt of the Services.

Deliverables: any defined deliverables specified in the Quotation which may include Interpretations, reports, analyses, presentations, studies, databases, contact lists, files, software, processes, algorithms, formulas, documentation, methods and other work product provided as part of the Services.

Dependencies: those responsibilities and obligations of Customer specified in the Quotation or this Agreement.

Services: all services, programs, events, advisory activities, business missions, consultancy services or training as specified in the Quotation.

Effective Date: the earlier of (i) the later date of execution of the Quotation or (ii) the date on which the Services are first made available or provided to Customer.

Intellectual Property: all trademarks or trade names (whether common-law or registered), logos, icons, patents, mask works, patent applications, copyrights (whether published or unpublished), trade secrets, know-how, designs, inventions, goodwill, database rights, confidential information, and transferable rights under written agreements relating to the Services.

Interpretations: any output, result, explanation, evaluation, recommendation, analysis, model, estimate, answer, insight, prediction, advice, and/or description provided through or as an output of the Services.

Non-Reliance Letter: a release and waiver letter executed by a third-party as related to the Services and Deliverables.

Online Services: cloud-based services made available by FACC TEXAS.

Party or Parties: Customer and/or FACC Texas, as applicable.

Personal Data: any information that is directly or indirectly related to an identified or identifiable natural person.

Quotation: the form or order entered into between FACC Texas and Customer that specifies the Services to be provided, including any hyperlinks, attachments and/ or exhibits thereto.

Representatives: employees, agents, officers, directors, contractors, subcontractors, and other representatives of a Party and/or its Affiliates.

Term: the term of the Services specified in the applicable Quotation.

Training Materials: resources and materials provided or made available to Attendees for the purposes of the Training Services, including but not limited to, articles, guides, audio and video clips, e-books, and other resources and materials whether online, or made available in soft copy or hard copy form.

Training Services: training and competency development Services provided by FACC Texas.

Clause, Schedule, and paragraph headings will not affect the interpretation of these terms and conditions.

Unless the context otherwise requires words in the singular will include the plural, and in the plural, will include the singular; and a reference to one gender will include a reference to the other genders.

Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase, or term preceding those terms.

The text of this Agreement, as well as the documents associated therewith have been written in English in multiple locations around the world.  Consideration has been taken to harmonize the particular dialect of English being used herein, all versions being deemed authentic.  For legal purposes, any typographical or grammatical errors originating in non-US English dialects will be deemed to be given a proper interpretation under the US English dialect, which will be given priority of any interpretation.

It is the intention of the Parties that this Agreement should not be construed against either Party as the author or drafter of the Agreement.

 

2 – Scope of Activities

FACC Texas organizes professional activities including but not limited to:

• Business development missions and market exploration programs
• Market studies and advisory services
• Networking events, conferences, and professional gatherings
• Market briefings and industry insights
• Corporate visits and learning expeditions
• Membership services and community engagement activities

FACC Texas acts as a facilitator of professional connections, discussions, and market insight.

Unless explicitly stated otherwise in writing, FACC Texas does not provide legal, financial, or investment advice.

3 – Nature of Services

a. FACC Texas will provide Customer with the Services, and any associated Deliverables, set out in the Quotation and subject to the terms and conditions of this Agreement. FACC Texas will have no obligation to deliver to Customer any data or Deliverables other than those expressly identified in the Quotation.

b. FACC Texas will use commercially reasonable efforts to perform the Services and to remit Deliverables within the schedule provided for in the Quotation (or if no schedule is provided, within a reasonable time), however the Parties acknowledge that any timeline or schedule is an approximation only and does not act as a guarantee that the Services will be completed within the indicated timeframe.

c. FACC Texas is entitled to use subcontractors in providing the Services. FACC Texas will remain liable for any subcontractors’ non-compliance with the terms of this Agreement. Customer acknowledges and agrees that provision and use of the Services may involve the transfer and storage of Customer Data in locations around the world, including locations outside the country of operation or incorporation of Customer and/or the country of origin of Customer Data.

d. FACC Texas makes reasonable efforts to organize relevant meetings, programs, and professional connections. However, FACC Texas does not guarantee:

• business agreements
• commercial partnerships
• investments
• commercial outcomes

Participants remain solely responsible for their business decisions and results.

 

4 – Program Modifications

Services may be adjusted due to logistical constraints or partner availability.

By way of example, FACC Texas reserves the right to modify:

• schedules
• speakers
• meeting participants
• program format

Such adjustments shall not constitute grounds for cancellation or refund of the Services but may be subject to a Change Order being signed by both parties if necessitating change in fees, Deliverables or Services timeframe.

 

5 – Fees and Payment Terms

a. Fees will be set out in the Quotation. Unless otherwise stated therein: (i) payment for the Services is upfront, in full, (ii) provision of the Services may be confirmed only upon receipt of payment and (iii) Customer agrees to pay all reasonable expenses, incurred in performance of the Services, including but not limited to, third-party services or products, travel, accommodation, and other incidental expenses, at cost plus fifteen percent (15%).

b. Invoices are payable upon receipt and Customer will pay all undisputed invoices within thirty (30) days of the invoice date. If Customer disputes any portion of an invoice in good faith, Customer must: (a) pay the undisputed portion of the invoice; (b) notify FACC Texas of the basis for the dispute and the specific items disputed (along with all supporting evidence); and (c) provide a proposed resolution. Customer must not set off or withhold payments due for one billing period against a disputed invoice.

c. If Customer requires specific information for processing such invoices, Customer must inform FACC Texas of such requirements in writing within five (5) days of the Effective Date. FACC Texas will evaluate the request and inform Customer if FACC Texas cannot comply before issuing Customer with the first invoice.

d. Unpaid invoiced amounts will begin to accrue interest thirty (30) days after payment is due. Interest will accrue at the maximum amount permitted by law, unless another rate is provided in the Quotation. Customer agrees to pay all reasonable and documented costs and attorneys’ fees FACC Texas may incur in collecting any unpaid fees.

e. Fees do not include any local, state, provincial, federal, or national sales, use, excise, personal property, value-added, import/export, digital service tax, or other similar taxes or duties, which may be assessed in connection with the Services. If any such taxes or duties are applicable, they will be added to FACC Texas’s invoices to Customer. If FACC Texas must initially pay such assessments, Customer agrees to reimburse FACC Texas within thirty (30) days after receipt of FACC Texas’s invoice. Taxes based upon FACC Texas’s income, and assessed in FACC Texas’s country of residence, are the sole responsibility of FACC Texas.

f. Fees are completely net of any withholding taxes that may be applicable upon payments by Customer.If any withholding taxes are deemed to be applicable, Customer agrees that it will on its own accord gross-up the fee or charges due under this Agreement in a fashion that net amounts received after such withholding yield back the prices and rates under the Agreement.  In such case, Customer will deduct the withholding taxes from such grossed-up amounts and pay such withholding taxes directly to the appropriate governmental authority.

g. If as a result of any new legislation or extension/change in application of the existing law or interpretation thereof, any additional sums become payable by FACC Texas in respect to personal, corporate taxes, custom duties, or any other duties or levies, to any authorities of country of operation or elsewhere, not enacted at the submission of the Agreement , then FACC Texas will be entitled to adjust its rates and prices with Customer, in a way that FACC Texas does not incur an additional economic burden directly attributable to the Agreement and associated with such tax change.

 

6 – Cancellation Policy

Due to the preparation and coordination required for FACC Texas activities:

All  fees for Services identified in a Quotation are non-refundable.

Non-limitatively, fees paid are not refundable regardless of:

• cancellation by the Client or Attendees
• inability to travel
• visa issues
• internal business decisions

Services may be transferred to a Client Affiliate, subject to approval by FACC Texas.

 

7 – Export Regulations

a. Customer will comply with all laws and regulations applicable to its business operations including but not limited to data privacy, data residency, import/export controls, and international sanctions.

b. The receipt and use of the Services and Deliverables (or any other output from the Services) in Cuba, North Korea, Syria, Iran, or other countries that are subject to United States, United Nations, European Union, or other similar trade sanctions/embargoes, is prohibited. Customer will not export, re-export or import, directly or indirectly, any export-controlled items, or any direct product of them, nor undertake any transaction hereunder in violation of any applicable export laws. Customer’s violation of applicable export or trade control regulations will result in the immediate automatic termination of the Agreement, and all rights granted therein. FACC Texas may immediately suspend the provision of the Services if Customer becomes a denied party or the subject of any sanctions legislation that, in FACC Texas’s reasonable opinion, requires such suspension. Customer’s use of the Services or Deliverables in violation of applicable trade control or data residency regulations will result in the automatic termination of the Agreement with no liability to FACC Texas. .

 

8 – Customer Cooperation

a. Customer acknowledges that FACC Texas’s ability to perform the Services is dependent upon:

(i)         Customer fulfilling any Dependencies;

(ii)        Customer’s reasonable and timely cooperation with FACC Texas, including for example by promptly responding to questions, making decisions, and providing information and approvals as necessary for FACC Texas to be able to provide the Services

(iii)        the accuracy, quality, and completeness of any Customer Data;

(iv)       the availability of appropriate Customer personnel and representatives as required for consultation and guidance;

(v)        sufficient system and network connectivity and access; and

(vi)       access to such Customer premises, systems, software, and Customer Data as may be reasonably required to provide the Services.

b. FACC Texas will have no liability to Customer if any Assumptions prove to be materially incorrect or Customer fails to perform any of its Dependencies and any such occurrence will entitle FACC Texas to a reasonable adjustment to the fees and/or schedule for any affected Services.

c. When required by FACC Texas in order to provide the Services, Customer will deliver Customer Data, at its expense, to the location identified in the Quotation, or otherwise specified in writing.

d. Customer is responsible for all acts and omissions of Attendees. Customer assumes all risk of travel and attendance for Attendees, including any damage or harm to person or property. Accordingly, Customer will defend, indemnify, and hold harmless FACC Texas and its Affiliates from and against any and all claims for property damage, destruction, or loss and/or personal or bodily injury, illness, or death, sustained or caused by Attendees.

e. Unless explicitly included in the Quotation, Attendees remain responsible for all external expenses, including travel, accommodation, transportation, visas, insurance, personal expenses, FACC Texas shall not be responsible for any such costs incurred independently.

f. To the extent permitted by applicable law, Customer will not provide any Deliverables or other output from the Services to any third-party in connection with raising finance or procuring investment (other than pursuant to an equity capital raising on a public market) without a Non-Reliance Letter first being completed and signed by the third-party and provided to FACC Texas.

 

9 – Intellectual Property

a. All Intellectual Property rights in and to the Services and Deliverables, including any new Intellectual Property developed in the course of the Services, vest and remain with FACC Texas, its Affiliates, and its licensors. Upon payment of all fees due under the Quotation, FACC Texas grants Customer a worldwide, non-exclusive, non-sublicensable (other than to Customer Affiliates as necessary for Customer to receive the benefit of the Services), non-assignable, perpetual license to the Deliverables for its internal business purposes. For the avoidance of doubt, Deliverables may not be distributed or shared with third parties without FACC Texas prior written consent.

b. Where FACC Texas is providing Customer with Training Services, FACC Texas grants Attendees a right to use the Training Materials for the term of the Training Services solely for the purpose of engaging in, and receiving the benefit of, the Training Services. Distribution of Training Materials is limited solely to Attendees and Training Materials may not be duplicated, copied, used and/or distributed (either in whole or in part) by or beyond those Attendees.

c. Customer warrants that it owns, or has the right to provide FACC Texas with, Customer Data. Customer is solely responsible for the legality, reliability, integrity, accuracy, and quality of Customer Data and for ensuring it has the legal and contractual right to use, and make available to FACC Texas, any such Customer Data.

d. Customer grants FACC Texas a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify the Customer Data solely for the purpose of providing the Services to Customer. In addition, subject to the confidentiality obligations herein, Customer permits FACC Texas and its Affiliates to use Customer Data for internal training and to improve its products and services.

e. If Customer provides FACC Texas feedback or suggestions about the Services or the Deliverables, then FACC Texas may use that information without obligation to Customer, and Customer irrevocably assigns FACC Texas all rights, title, and interest in that feedback and/or those suggestions.

f. Save as specified in this Section 9, nothing in this Agreement grants Customer, or its Affiliates, any rights to or in FACC Texas Intellectual Property.

 

10 – Confidentiality

a. Each party agrees to maintain all Confidential Information received from the other party in secrecy and confidence during the term of any Agreement, and for a period of five (5) years after the termination or expiry thereof. Each Party will use the same degree of care as it uses to protect its own confidential information, but in no event will the receiving party use less than a commercially reasonable degree of care. Further, each Party agrees (a) subject to Section 10.b. below to disclose the Confidential Information only to its Representatives on a need-to-know basis and provided such Representatives are subject to equivalent confidentiality obligations as those set out herein; and (b) not to use the disclosing Party’s Confidential Information for any purpose other than to exercise its rights and/or perform its obligations under the Agreement. Each Party will be responsible for any breaches of this Agreement by its Representatives.

b. If a third-party requests Confidential Information from a receiving party pursuant to a legal requirement, the receiving party will do the following, if legally permitted:

(i)       promptly notify the disclosing party of the request;

(ii)        reasonably assist the disclosing party in seeking a protective order or similar remedy if the disclosing party requests such assistance;

(iii)       inform the disclosing party of the Confidential Information provided to the third-party; and

(iv)       endeavour to maintain confidentiality of Confidential Information disclosed to the third-party

 

11 – Non-Solicitation of Personnel

Customer agrees not to directly or indirectly solicit, hire, or engage employees, of FACC Texas involved in the Services during the Term and for a period of twelve (12) months following its completion.

In the event of a breach, the Customer agrees to pay compensation equivalent to twelve months of the employee’s gross compensation.

 

12 – Acceptance of Deliverables

Acceptance of Deliverables will be based on the acceptance process and criteria set out in the Quotation. Notwithstanding anything to the contrary in the Quotation, Deliverables will be deemed accepted by Customer upon the earlier to occur of:

(i)         Customer providing written notice of acceptance;

(ii)        Customer’s use of the Deliverable in a live or operational environment or manner otherwise consistent with acceptance of such Deliverables; or

(iii)        where no objection (which will be in writing and accompanied by supporting reasons) is made in respect of such Deliverable within thirty (30) days of delivery to the Customer.

 

13 – Warranty and Disclaimer

a. FACC Texas warrants that the Services will be performed with all reasonable care and skill and any Deliverables will materially conform to their specification.

b. Provided Customer is up to date in the payment of fees, FACC Texas will re-perform or, at FACC Texas’s option, provide Customer a pro-rata refund for any part of the Services that meet the warranted standard provided the non-compliance is brought to FACC Texas’s attention within thirty (30) days of performance.

c. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 13, TO THE FULLEST EXTENT PERMITTED BY LAW, FACC TEXAS EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, AND TERMS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RELATION TO THE SUBJECT MATTER OF THIS AGREEMENT , INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, PERFORMANCE, USAGE OR TRADE. FACC TEXAS DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, SECURE, WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT DELIVERABLES WILL BE ACCURATE, COMPLETE OR RELIABLE.

d. This Section 13 is Customer’s exclusive remedy and FACC Texas’s entire liability for breach of warranty.

 

14 – Indemnification

a. FACC Texas agrees to defend and indemnify Customer for costs and damages finally awarded for third-party claims based on a finding of infringement of any patent, copyright, or trademark resulting from the use of the Services or Deliverables.

b. FACC Texas’s indemnification obligations under this Section 14 are conditional on (i) Customer giving FACC Texas prompt notice of the claim for alleged infringement; (ii) Customer not making any admission, declaration, or arrangement regarding the claim of alleged infringement; and (iii) Customer tendering sole control and the defence of the claim to FACC Texas. If FACC Texas reasonably believes the Services or Deliverables may infringe a third-party’s Intellectual Property, FACC Texas may, at its sole option and expense: (x) procure the right for Customer to continuing using the Services or Deliverables; (y) modify the Services or Deliverables to make them non-infringing; or (z) replace the Services or Deliverables with a functionally equivalent alternative. If FACC Texas determines that the foregoing remedies are not commercially reasonable, FACC Texas may, at its discretion, terminate the Services and provide Customer with a refund for un-performed Services.

c. FACC Texas’s agreement to indemnify Customer will be void, and FACC Texas will have no liability or responsibility to the Customer, if the alleged claim of infringement is based upon:

(i)         FACC Texas’s compliance with Customer’s specifications;

(ii)        the combination of the Services or Deliverables with other products, software, services, processes, methods, workflows, or data not authorised in writing by FACC Texas;

(iii)        any unauthorized addition to or modification of the Services or Deliverables; or

(iv)       any use of the Services or Deliverables that does not correspond to their specification.

d. Customer will indemnify, defend, and hold harmless FACC Texas, its Affiliates, officers, directors, employees, successors and assigns, from and against any third party claims arising out of, or relating to (i) Section 13.c; (ii) Customer’s use of the Services or Deliverables; and/or (iii) Customer Data.

e. The provisions of this Section 14 are Customer’s sole and exclusive remedy for any third-party claims of intellectual property infringement.

 

15 – Limitation of Liability

a. FACC TEXAS’S AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, SERVICES OR A QUOTATION WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, LESS ANY AMOUNTS PREVIOUSLY CLAIMED. NOTHING IN THIS SECTION 15 WILL EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AT LAW.

b. UNLESS OTHERWISE AGREED, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY MAY RECOVER, INCLUDING UNDER AN INDEMNITY, ANY PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR ENHANCED DAMAGES. FURTHER THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY WILL BE LIABLE FOR ANY OF THE FOLLOWING LOSSES, IN EACH CASE WHETHER DIRECT OR INDIRECT: (I) LOSS OF USE; (II) LOSS OF REVENUE, PROFIT, OR BUSINESS; (III) LOSS OF INVESTMENT; (IV) LOSS OF GOODWILL OR REPUTATION; (V) OTHER BUSINESS INTERRUPTION; (VI) DAMAGE TO, OR LOSS OR CORRUPTION OF, CUSTOMER DATA, EACH HOWSOEVER ARISING AND WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, CORRUPTION OR DAMAGE.

c. The limitations and exclusions in this Section 15 (Limitations of Liability) apply even if Customer is not fully compensated for any losses and regardless of: (i) whether FACC Texas knew of or should have known about the possibility of damages; or (ii) if any limited remedy fails in its essential purpose.

 

16 – Communication and Image Rights

FACC Texas may use photographs, videos, or references to Attendees in its communication materials, including:

• website
• newsletters
• social media
• institutional reports

Attendees shall request in writing not to appear in such materials.

 

17 – Governing Law

These General Terms & Conditions are governed by the laws of the State of Texas, United States.

Any dispute or claim arising out of or relating to the subject matter of this Agreement, or any breach thereof, arising from these terms shall be subject to the jurisdiction of the competent courts in Texas.

 

18 – Term and Termination

a. The Agreement will come into effect on the Effective Date and remain in force until the expiry of the Term, unless terminated earlier in accordance with its terms.

b. Either Party may terminate the Agreement immediately by written notice to the other Party if:

(i)         the other Party commits a material breach of this Agreement and fails to remedy the same within thirty (30) days of the date of notice, or such breach is irremediable;

(ii)        the other Party suspends, or threatens to suspend, payment of its debts;

(iii)        the other Party is deemed insolvent, unable to pay its debts, or enters into any arrangement with its creditors (other than for the sole purpose of a solvent reorganization); or

(iv)       the other Party files a petition for or becomes subject to an order for winding up, bankruptcy, dissolution, an administrator or receiver is appointed, or anything of similar effect in any country.

c. In the event of termination for Customer’s material breach, Customer will pay the full fees for the Services. For Training Services, if notice of cancellation is received by FACC Texas in writing no less than fifteen (15) days prior to the course start date, full course tuition fees will be refunded less any incurred expenses.

d. Upon expiration or termination of the Agreement:

(i)         Each Party will delete the other Party’s Confidential Information upon request. Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

(ii)        All undisputed fees owing to FACC Texas at the date on which termination or expiration takes effect will become immediately due and payable.

(iii)       Any rights, remedies, obligations, or liabilities that have accrued up to the date of termination or expiration will remain unaffected.

 

19 – Miscellaneous

a. Neither party will make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party, except: 1) as required by law or any court or other authority of competent jurisdiction; or 2) where FACC Texas uses Customer’s name and/or logo(s) in its marketing material to notify others and/or make public that Customer is a user of the Services.

b. Third Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns), including under English law pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other applicable law or regulation.

c. Force Majeure. FACC Texas will not be liable under this Agreement if FACC Texas is prevented from or delayed in performing FACC Texas’s obligations by acts or events beyond FACC Texas’s reasonable control, including: strikes, lock-outs or other industrial disputes (whether involving the workforce of FACC Texas or any other party); utility, network or device failure external to FACC Texas or its service providers; acts of God, war, riot, civil commotion, pandemic, malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident, breakdown of plant or machinery; fire, flood, or storm.

d. Order of Precedence. In the event of any conflict or ambiguity between these terms and conditions and the Quotation, the terms of the Quotation will prevail.

e. Relationship of the Parties. The relationship between the Parties is that of independent entities. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other party in any manner whatsoever.

f. No rights or obligations under this Agreement are assignable or transferable (other than to FACC Texas’s Affiliates) in any manner, whether voluntary, by merger, operation of law or otherwise without the other party’s prior written agreement. Any transfer or assignment in breach of this section allows the non-breaching party to terminate this Agreement.

g. No failure or delay by a party to exercise (partially or completely) any right or remedy provided under this Agreement or by law will constitute a waiver or restriction of that or any other right or remedy.

h. Notices expressly required under this Agreement must be in writing to the address provided in the Quotation, by hand, registered mail, first class post or next day delivery and will be deemed effective: (i) upon receipt if by personal delivery or by certified or registered mail (return receipt requested), or (ii) the next working day following dispatch if by first-class post or next day delivery service. .

i. If any term or provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, such invalidity, unenforceability, or illegality will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

j. Entire Agreement. This Agreement constitutes the sole and entire agreement between FACC Texas and Customer regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Except for hyperlinks or as otherwise as provided herein, this Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

k. Any provision of the Agreement which expressly or by implication is intended to survive expiry and/or termination will continue in force, in addition to sections 1 (Definitions), 5(Fees and Payment Terms), 9 (Intellectual Property), 10 (Confidentiality), 13.c. (Warranty and Disclaimer), 15 (Limitation of Liability), 17 (Governing Law), 18.d (Term and Termination), 19 (Miscellaneous)