Esrook LTD
1.1 These Terms and Conditions ("Terms") govern the relationship between Esrook LTD ("the Company", "we", "us") and any person or entity using our escrow services ("the User", "you").
1.2 By accessing our platform or initiating a transaction, you agree to be bound by these Terms. If you are using these services on behalf of a business, you warrant that you have the authority to bind that entity to these Terms.
Notice: These terms apply to users utilizing software escrow services.
This Agreement is a legal contract between the Escrow Agent (Esrook LTD), the Depositor (Developer/Owner of the software), and the Beneficiary (the Licensee/User of the software).
2.1 Deposit Materials: The source code, build instructions, passwords, documentation, and other materials required to maintain and update the Software.
2.2 Release Event: Specific circumstances (defined in Clause 5) under which the Escrow Agent is authorised to deliver the Deposit Materials to the Beneficiary.
2.3 Verification: The process of checking the Deposit Materials for completeness, accuracy, and functionality.
3.1 The Depositor shall deliver a complete and functional copy of the Deposit Materials to the Escrow Agent within 28 days of service beginning.
3.2 The Depositor warrants that the Deposit Materials are free from any viruses, trojans, or backdoors at the time of delivery.
3.3 The Depositor must update the Deposit Materials following every major release or version update of the software.
4.1 We shall hold the Deposit Materials in a secure, encrypted digital environment (or physical vault if agreed) protected against unauthorised access.
4.2 We are not responsible for the content, quality, or functionality of the Deposit Materials unless a specific level of Verification has been purchased as a service.
4.3 We shall notify the Beneficiary immediately upon receipt of new or updated Deposit Materials from the Depositor.
5.1 Fees for our services are billed in advance and are non-refundable. Failure to pay fees by the Depositor or Beneficiary may result in the termination of this Agreement and the destruction of the Deposit Materials.
5.2 All fees are exclusive of VAT, which shall be charged at the prevailing rate.
6.1 The Escrow Agent shall release the Deposit Materials to the Beneficiary only if the release events specified on each contract are met. A non-exhaustive example list follows:
7.1 If a Beneficiary believes a Release Event has occurred, they must submit a "Release Notice" to us. We will notify the Depositor within 2 business days.
7.2 The Depositor has 10 business days to dispute the Release Notice. If disputed, the materials will not be released until the dispute is resolved via expert determination or a court order.
7.3 If no dispute is filed within 10 days, the materials will be released to the Beneficiary subject to a non-exclusive licence to use the materials solely for the purpose of maintaining the software during their contracted support period, or indefinitely if the software is purchased instead of licensed..
8.1 We shall not be liable for any loss of data, loss of profits, or indirect damages. Our total liability for any claim shall not exceed the total fees paid to us in the 12 months preceding the claim.
8.2 Nothing in this Agreement shall limit liability for death, personal injury, or fraud as required by the laws of England and Wales.
Notice: These terms apply to users utilizing financial transaction holding services.
10.1 Initiation: A transaction begins when both parties agree to the terms of the trade within our platform. This must include a description of the assets, the purchase price, and the length of the Inspection Period.
10.2 Funding: The Buyer shall deposit the agreed funds into the Escrow Account. We will notify the Seller once the funds have been cleared. We do not accept responsibility for delays caused by banking institutions or intermediary payment processors.
10.3 Delivery: Upon notification of funding, the Seller is required to deliver the assets to the Buyer. The Seller must provide proof of dispatch or transfer where applicable.
11.1 The Inspection Period commences from the moment the Buyer receives the assets (or as otherwise tracked by delivery confirmation).
11.2 If the Buyer finds the assets satisfactory, they must "Accept" the transaction via the platform. If no action is taken before the expiry of the Inspection Period, acceptance may be deemed to have occurred automatically.
11.3 If the Buyer rejects the assets, they must provide a valid reason. The assets must be returned to the Seller at the Buyer’s expense unless otherwise agreed. Funds will only be returned to the Buyer once the Seller confirms receipt of the returned assets in their original condition.
12.1 Our fees are set out in our Fee Schedule and are non-refundable once the escrow process has been initiated.
12.2 Any VAT or other applicable taxes will be calculated based on the jurisdiction of the parties and the nature of the transaction.
13.1 In the event of a dispute between the Buyer and Seller, we will hold the Escrow Funds until: (a) both parties provide joint written instructions; (b) a court order from a court of competent jurisdiction is received; or (c) the dispute is resolved through our internal mediation process.
13.2 We are an escrow agent only and are not responsible for the quality, legality, or safety of the assets traded between parties.
14.1 Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
14.2 Subject to clause 14.1, our total liability to any User for any loss or damage arising under or in connection with these Terms shall not exceed the total amount of the escrow fee paid for the specific transaction in question.
14.3 We shall not be liable for any indirect or consequential loss, including loss of profit, loss of business, or depletion of goodwill.
Notice: These terms apply to all users.
15.1 These Terms and any dispute or claim arising out of them shall be governed by and construed in accordance with the laws of England and Wales.
15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.