Terms Of Use

1.1 **Working Day**: Any day excluding Saturdays, Sundays, and public holidays in England.
1.2 **Fees**: The amounts payable by the Client for subscribing to the Game and receiving the Services, as outlined in Clause 8.
1.3 **Client**: The individual or entity purchasing Services from Catuma Synergy Hub.
1.4 **Client Breach**: Refers to the meaning set out in Clause 7.2.
1.5 **Client Content**: Includes any logos, images, phrases, slogans, audio, video, trademarks, or other materials owned, licensed, or otherwise used by the Client, which are integrated into the Game under the Services.
1.6 **Start Date**: The date defined in Clause 2.2.
1.7 **Terms**: Refers to these terms and conditions.
1.8 **Agreement**: The legally binding agreement between Catuma Synergy Hub and the Client, governing the provision of Services under these Terms.
1.9 **Custom Content**: Any designs, artwork, content, or intellectual property developed by Catuma Synergy Hub for the Client’s use throughout the Subscription Period.
1.10 **Data Controller**: Has the meaning specified by the Data Protection Laws.
1.11 **Data Processor**: Also defined under the Data Protection Laws.
1.12 **Data Protection Laws**: All current laws and regulations regarding the protection of personal data, including but not limited to GDPR, UK GDPR, and the Data Protection Act 2018.
1.13 **Data Subject**: An individual whose personal information is being processed.
1.14 **Game**: The online gaming platform selected by the Client in their Contract, provided by Catuma Synergy Hub as part of the Services. It consists of both the Game Engine and the Client’s Content.
1.15 **Game Engine**: Refers to the software programs developed and owned by Catuma Synergy Hub, which form the core functionality and codebase of the Game.
1.16 **Intellectual Property Rights**: Includes all patents, copyrights, trademarks, domain names, goodwill, design rights, and other intellectual property, whether registered or unregistered, along with rights to use such property worldwide.
1.17 **Release Date**: The date when the Game is launched by the Client.
1.18 **Damages**: Includes all costs, liabilities, expenses, losses, and damages (including any direct, indirect, or consequential losses) incurred by either party.
1.19 **Contract**: The Client's request for the Game and Services, as confirmed by a purchase through Catuma Synergy Hub’s website, by phone, or via email.
1.20 **Personal Data**: Refers to any information defined under Data Protection Laws.
1.21 **Catuma**: A trading name of Catuma Synergy HUB, registered in England and Wales under company number 15341120.
1.22 **Processing**: Defined in the Data Protection Laws.
1.23 **Services**: Refers to both the subscription for the Game and any additional services provided by Catuma Synergy Hub, including integrating Client Content or Custom Content into the Game.
1.24 **Subscription Period**: The time during which the Game is available to the Client, starting from the Release Date and lasting for the duration specified in the Contract.
1.25 **Third-Party IP Rights**: Refers to any intellectual property that is not owned by either party but is utilised within the Game.
1.26 **UK GDPR**: The version of the GDPR incorporated into UK law following Brexit.
1.27 **Website**: Refers to https://catuma.uk or any other site used by Catuma Synergy Hub for Client Contracts.

2.1 A Client's Contract approval via the Website, phone, or email constitutes an offer to subscribe to the Game and purchase related Services, in accordance with these Terms.
2.2 The Agreement becomes effective when Catuma Synergy Hub provides written acceptance of the Contract via email confirmation (Start Date).
2.3 Any materials, descriptions, or samples provided by Catuma Synergy Hub are intended solely for providing the Services to the Client.
2.4 These Terms apply exclusively to the Agreement and override any other terms proposed by the Client.

3.1 Upon payment of the Fees and adherence to the Terms, Catuma Synergy Hub grants the Client a non-exclusive, non-transferable right to use the Game during the Subscription Period.

4.1 Catuma Synergy Hub will deliver the Services in accordance with these Terms and the Client's Contract.
4.1 Catuma Synergy Hub will deliver the Services in accordance with these Terms and the Client's Contract.
4.2 Service provision will commence on the Start Date.
4.3 Any dates provided by Catuma Synergy Hub for service performance are estimates, and time is not critical for the completion of these Services.
4.4 Catuma Synergy Hub may modify the Contract to ensure compliance with legal or regulatory requirements, provided the changes do not materially affect the quality of the Services.
4.5 Catuma Synergy Hub guarantees that the Services will be delivered with reasonable care and skill.

5.1 The intellectual property within the Game, Game Engine, and Services developed by Catuma Synergy Hub (excluding Client Content or Third-Party IP) will remain the property of Catuma Synergy Hub.
5.2 The Client provides Catuma Synergy Hub with a global, non-exclusive, royalty-free licence to use the Client Content for the purposes of delivering the Services for a period of six months.
5.3 Catuma Synergy Hub ensures that it holds all necessary licences for third-party content used within the Game and that no third-party IP rights are infringed.

6.1 Catuma Synergy Hub will ensure the Game’s configuration aligns with the Client’s Contract.

7.1 The Client must:
- Ensure the accuracy of the Contract details;
- Cooperate with Catuma Synergy Hub as required;
- Provide accurate and complete materials, including Client Content.
7.2 The Client warrants that their content will not violate any rights or laws and is free from harmful code.

8.1 The fees for the services provided will be outlined in the Contract.
8.2 Payments are due immediately upon submitting a Contract to Catuma Synergy Hub, and services will only commence once full payment has been received.
8.3 If payment is not made through the Website Catuma Synergy Hub will issue an invoice for the amount due immediately upon accepting the Contract. All invoices are payable upon receipt.
8.4 Payments to Catuma Synergy Hub must be made to the bank account specified in writing by Catuma Synergy Hub.
8.5 Timely payment of each invoice is essential to the Contract.
8.6 All payments due under the Contract must be made in full, without any deductions, set-offs, or counterclaims, unless legally required. Catuma Synergy Hub reserves the right to set off any amounts owed by the Client against any amounts due to the Client.

9.1 The Client agrees to indemnify and protect Catuma Synergy Hub, including its directors, officers, and employees, from any losses, damages, or claims resulting from the Client’s breach or failure to fulfil any obligations under these terms.

10.1 Nothing in this agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot legally be excluded.
10.2 Subject to clause 10.1, neither party shall be liable for: (a) loss of profits; (b) loss of business or sales; (c) loss of contracts or agreements; (d) anticipated savings; (e) data corruption or loss of information; (f) damage to reputation or goodwill; or (g) any indirect or consequential loss.
10.3 Subject to clause 10.1, the total liability of either party in connection with this Contract is limited to the total fees paid. All other conditions or warranties implied by law are excluded where permissible.
10.4 Catuma Synergy Hub does not guarantee uninterrupted access to the Game across all platforms, devices, or software and is not liable for any losses suffered if the Game is not fully operational.
10.5 This section shall survive the termination of the Contract.

11.1 Both parties will comply with all applicable data protection laws. This clause does not replace obligations under such legislation.
11.2 The Client is the Data Controller, and Catuma Synergy Hub is the Data Processor for any personal data under this agreement.
11.3 The Client must ensure that necessary consents and notices are in place for the lawful transfer and processing of personal data by Catuma Synergy Hub.
11.4 Catuma Synergy Hub will process personal data only as instructed by the Client.
11.5 Catuma Synergy Hub will ensure that its employees who access personal data are reliable and have appropriate safeguards in place.
11.6 Each party warrants that it will comply with all applicable laws and regulations regarding data processing.
11.7 Catuma Synergy Hub will take appropriate measures to protect personal data against unauthorised processing and accidental loss or damage, ensuring the level of security is suitable given the nature of the data and potential harm from its misuse.
11.8 Catuma Synergy Hub is not responsible for claims arising from its processing of personal data based on instructions from the Client.
11.9 The Client consents to Catuma Synergy Hub appointing Google Cloud EMEA Limited as a third-party data processor. Catuma Synergy Hub will ensure that any agreement with third-party processors reflects the requirements of applicable data protection laws.
11.10 Catuma Synergy Hub may engage additional third-party processors, provided their terms align with the Contract and can be terminated upon termination of this agreement.

12.1 he Contract will commence on the agreed start date and remain in effect until the Subscription Term ends, unless terminated earlier under clause 13.

13.1 The Client may terminate the Contract at any time before the Game launch by providing written notice to Catuma Synergy Hub.
13.2 Either party may terminate the Contract with immediate effect if: (a) the other party commits a material breach and fails to remedy it within 20 days; (b) the other party enters insolvency proceedings or a similar situation; (c) the other party ceases substantial business operations; or (d) the financial position of the other party deteriorates significantly, jeopardising their ability to fulfil the Contract.
13.3 Catuma Synergy Hub may terminate the Contract immediately if the Client fails to make any due payments.

14.1 Termination does not affect any rights or obligations accrued before the termination date, including the right to claim damages.
14.2 Any provisions intended to continue post-termination will remain in force.

15.1 Each party agrees not to use the other party’s confidential information except to fulfil obligations under this Contract.

16.1 Nothing in this Contract establishes a partnership, joint venture, or agency relationship between the parties.

17.1 Neither party will be held liable for delays or failures caused by circumstances beyond their control. If such delays persist for more than four weeks, the unaffected party may terminate the Contract with 30 days’ notice.

18.1 This Contract represents the complete agreement between the parties, superseding any prior discussions or agreements related to its subject matter.

19.1 If there is any conflict between the terms of the Contract and these Conditions, the Conditions shall prevail.

20.1 No third party shall have rights to enforce any terms of this Contract.

21.1 This Contract and any related disputes are governed by the laws of England and Wales.
21.2 Both parties agree to the exclusive jurisdiction of the courts of England and Wales for resolving any disputes.