This Trailwhisper User Agreement (the “Agreement”) is a contract between you (the “User”) and Trailwhisper LIMITED, an Irish private company limited by shares, business register no. 589306. You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.Trailwhisper.design (the “Site”) and related software and services (collectively with the Site, the “Trailwhisper Platform”).
You understand that by using the Trailwhisper Platform, you are agreeing to be bound by this agreement. If you do not accept this agreement in its entirety, you may not access or use the Trailwhisper Platform. If you agree to this agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this agreement. In that event, “User”, “You” and “Your” will refer and apply to that entity.
1.1 A Project is defined as all services delivered through the Trailwhisper Platform. All Projects are different, and the project details are specified in a Project Brief (the “Project Brief”) provided by Trailwhisper in the case of each project.
1.2 Most Projects involves a third party (the “Content Creator”) which delivers services through the Trailwhisper Platform. The Content Creator is bound by a contract to Trailwhisper.
2.1 Payment is done according to agreed pricing in the Project Brief
2.2 The agreed amount is paid upon delivery of the finished product, and are due 7 days from the invoice date. After maturity accrued statutory interest on arrears.
2.3 If the Project is terminated after two weeks since agreement or later, 100 % of the agreed project price shall be paid. Rights to sketches, drafts and other material accrues Content Creator to this point.
2.4 When collaboration with a Content Creator through the Trailwhisper Platform, the Content Creator is never viewed as an employee of Trailwhisper LIMITED. The Content Creator works as a subcontractor of Trailwhisper LIMITED.
3. THE RIGHT TO THE FINISHED PRODUCT
3.1 The “User” acquires the right to the product when the agreed amount is paid.
3.2 The Content Creator retain ownership of all originals, digital as well as analog, and other production material. Trailwhisper and the Content Creator are entitled to use the documents in their own marketing.
4.1 All parties are obliged to comply with Irish copyright law. All parties shall maintain secrecy about commercial and business matters.
4.2 Both customers and Content Creators that are introduced to each other by Trailwhisper are committed to run future collaborations through Trailwhisper’s platform. Customers and Content Creators are of course free to collaborate with other third parties outside Trailwhisper’s platform.
5.1 The parties will indemnify each other for claims arising from infringement of others’ rights resulting from the use of material that one of the parties has brought into project.
5.2 Neither party shall in no event be liable to the other party for damage to their own property or employees, or any other special, incidental or consequential damages, or any consequential damages, except if damage is a result of the other party’s gross negligence or willful act.
6.1 Disputes about the interpretation of this agreement will be resolved pursuant to Irish law, with unless both parties agree otherwise. The parties accept Trailwhisper’s home court as the sole venue.
7. MATERIAL BREACH
7.1 In case of material breach, including, but not limited to, substantial or persistent breach of the confidentiality obligation or duty to protect trade secrets, the affected party may terminate the contract provided that the defaulting party has failed to cure such breach within 30 days of written notice given. Termination may still happen immediately upon written notice if the breach is of a nature that is impossible to rectify.
7.2 Common rules regarding force majeure applies to all parties.
7.3 In the event of entitlement to compensation for breach of contract, apply ordinary liability rules.