Terms and Conditions

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AGREED TERMS

1. Interpretation

1.1. The definitions and rules of interpretation in this clause apply in these terms.

1.2. Clause headings shall not affect the interpretation of these terms.

1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms.

1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date that the Customer enters into contract to receive the Services in accordance with these terms.

1.9. A reference to writing or written includes email unless otherwise stated.

1.10. References to clauses are to the clauses of these terms.

2. Subscriptions

2.1. As detailed in the Documentation, the Customer may take advantage of a Free Trial where limited access to the Services and Deliverables is made available free of charge for a fixed period set out in the Documentation (hereinafter “Free Trial”). Free Trials are limited to one per Customer. Where a Customer has commenced a Free Trial and subsequently signs up for a Paid Subscription, the Free Trial shall automatically terminate upon commencement of the Paid Subscription.

2.2. Subject to the Customer commencing a Free Trial or purchasing the Paid Subscriptions in accordance with clause 3 and clause 9, and subject to the restrictions set out in this clause 2 and as otherwise set out in these terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the term of the Paid Subscription or Free Trial (as applicable), solely for the Customer's business operations.

2.3. In relation to the Authorised Users, the Customer undertakes that:

• 2.3.1. the number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the maximum permitted number of Authorised Users as set out in the Paid Subscription;
• 2.3.2. each Authorised User shall keep a secure password for his use of the Services and Documentation, and shall keep that password confidential; and
• 2.3.3. all Authorised Users shall be at least 18 years of age, and the Customer shall be fully liable for any losses that result from use of the Services by individuals aged under 18.

2.4. The Customer may assign differing levels of privileges to Authorised Users as set out in the Documentation from time to time. These privileges include but are not limited to read-only access, and editing access.

2.5. The Services are not intended for use by consumers. The Customer’s use of the Services, Documentation and Deliverables shall be for business purposes only, and the Customer shall be considered a business user regardless of the Customer’s business structure.

2.6. The Customer shall not access, store, distribute or transmit any Viruses, or any material including Customer Data during the course of its use of the Services that:

• 2.6.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• 2.6.2. facilitates illegal activity;
• 2.6.3. depicts sexually explicit images;
• 2.6.4. promotes violence;
• 2.6.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• 2.6.6. is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.7. The Customer shall not:

• 2.7.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms:
• 2.7.1.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
• 2.7.1.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
• 2.7.2. access all or any part of the Services, Deliverables and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
• 2.7.3. use the Services, Deliverables, Software and/or Documentation to provide services to third parties, unless the Customer is a service provider or educational establishment and this is part of the Customer’s ordinary course of business; or
• 2.7.4. unless otherwise agreed between the parties and subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
• 2.7.5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.

2.8. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.9. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Additional paid subscriptions

The Customer may, from time to time during the term of a Paid Subscription, modify the characteristics of its Paid Subscription by subscribing to, or cancelling, extra Services including but not limited to, enhanced Technical Support services, or an increased allowance of projects or Authorised Users permitted under the Paid Subscription. Adding or removing extra Services shall be reflected by adjustments to the Subscription Fees.

4. Services

4.1. The Supplier shall, during the term of a Free Trial or Paid Subscription, provide the Services and make available the Documentation and Deliverables to the Customer on and subject to these terms.

4.2. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for in cases of unscheduled maintenance due to emergencies, and cannot guarantee that the Services will be continuously available and error-free.

4.3. Where the Supplier undertakes planned maintenance it shall, where possible, provide at least 48 hours’ notice to the Customer of any disruption that is anticipated to continue for two hours or more.

4.4. The Supplier shall not be held liable for any loss due to maintenance stated in clause  4.2 and 4.3 above. The Customer indemnifies the Supplier against any loss or liability in relation to the maintenance carried out in accordance with the same.

4.5. The Supplier will provide to Paid Subscription Customers the Supplier's standard Technical Support services during Normal Business Hours. The Supplier will reasonably endeavour to address the issue, however it cannot be guaranteed that the issue will be resolved.  The Supplier shall not assist with queries which are not technical in nature. The Supplier’s standard Technical Support services are not made available for Customers who are signed up to the Free Trial only, but the Supplier may at it sole discretion elect to provide technical assistance if requested to do so, but cannot guarantee a solution to each individual issue.

5. Customer data

5.1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data and warrants that the Customer Data does not infringe upon the Intellectual Property Rights of any third party. The Customer acknowledges and accepts that the performance of the Services is reliant on the accuracy of the Customer Data.

5.2. The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available on this page or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

5.3. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

5.4. The parties acknowledge that:

• 5.4.1. if the Supplier processes any personal data on the Customer's behalf when performing its obligations under these terms, the Customer is the data controller and the Supplier is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

5.5. Without prejudice to the generality of clause 5.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of these terms so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with these terms on the Customer's behalf.

5.6. Without prejudice to the generality of clause 5.3, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under these terms:

• 5.6.1. process that Personal Data only on the instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
• 5.6.2. not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
• 5.6.2.1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
• 5.6.2.2. the data subject has enforceable rights and effective legal remedies; and
• 5.6.2.3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
• 5.6.3. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• 5.6.4. notify the Customer without undue delay on becoming aware of a Personal Data breach;
• 5.6.5. at the written direction of the Customer, delete digital Personal Data or return physical Personal Data and copies thereof to the Customer following termination of the agreement unless required by Applicable Law to store the Personal Data; and
• 5.6.6. maintain complete and accurate records and information to demonstrate its compliance with this clause 5.

5.7. Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

5.8. The Customer consents to the Supplier appointing third-party processors of Personal Data under these terms. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 5. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.

6. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. Supplier's obligations

7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:

• 7.2.1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Deliverables, and Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
• 7.2.2. makes no guarantee that the Services and Deliverables are fit for any particular purpose; and
• 7.2.3. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3 These terms shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.

7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.

8. Customer's obligations

8.1 The Customer shall:

• 8.1.1. provide the Supplier with:
• 8.1.1.1. all necessary co-operation in relation to these terms; and
• 8.1.1.2. all necessary access to such information as may be required by the Supplier;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

• 8.1.2. without affecting its other obligations under these terms, comply with all applicable laws and regulations with respect to its activities under these terms;
• 8.1.3. carry out all other Customer responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
• 8.1.4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these terms and shall be responsible for any Authorised User's breach of these terms;
• 8.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these terms, including without limitation the Services;
• 8.1.6. ensure the content of the Deliverables is in the correct format and fit for purpose. The Customer acknowledges that the Deliverables are generated in line with the International Financial Reporting Standards. The Deliverables are based on a set of modelling assumptions and it is the Customer's responsibility to verify that these assumptions meet the Customer’s needs and requirements;
• 8.1.7. ensure that they have provided a correct and valid and up to date email address, and is responsible for ensuring that his email account settings do not block or filter emails from the Supplier;
• 8.1.8. ensure that its devices, network and systems comply with the relevant specifications provided by the Supplier from time to time, support the latest release of Internet Explorer, Firefox, Google Chrome, Safari, and acknowledges that the Software’s performance may be adversely affected by use in conjunction with outdated hardware, operating systems, or internet browsers, and that the Software is intended to be used on desktop or laptop computers, and therefore may not be compatible with all mobile and tablet devices, or large screen devices including but not limited to smart TVs; and
• 8.1.9. be solely responsible for maintaining its own internet connection and ensuring the appropriate configuration of its systems.

9. Charges and payment

9.1. The Customer shall pay the Subscription Fees to the Supplier for the Paid Subscriptions in accordance with this clause 9 and the information found on the Website.

9.2. Upon signing up for a Paid Subscription, the Customer shall on the Effective Date provide a designated third party payment provider with valid, up-to-date and complete credit card or PayPal details, or the details of any other payment method requested.

9.3. The Customer shall have the option of subscribing to a plan that shall be invoiced in advance of the Services being provided, at intervals specified by the Supplier to the Customer from time to time.

9.4. Annual plans shall renew automatically on the first anniversary of the Paid Subscription Effective Date and on an annual rolling basis thereafter unless earlier terminated in accordance with these terms.

9.5. Monthly plans shall automatically renew on the date which falls one month after the Paid Subscription Effective Date and on a monthly rolling basis thereafter unless earlier terminated in accordance with these terms.

9.6. If the Supplier has not received payment by the due date, and without prejudice to any other rights and remedies of the Supplier:

• 9.6.1. the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
• 9.6.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.7. All amounts and fees stated or referred to in these terms:

• 9.7.1. shall be payable in pounds sterling or any other currency as nominated by the Supplier;
• 9.7.2. are, subject to clause 13.3.2, non-cancellable and non-refundable;
• 9.7.3. are exclusive of value added tax, or any other applicable tax which shall be added to the Supplier's invoice(s) at the appropriate rate.

9.8. The Supplier shall be entitled to amend the Subscription Fees, and the fees payable in respect of the extra Services from time to time and shall provide no less than 30 days’ notice of such changes.

10. Proprietary rights

10.1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, Software, Deliverables, and the Documentation. Except as expressly stated herein, these terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Deliverables, or the Documentation.

10.2. The Customer further agrees, warrants and undertakes with the Supplier to immediately report any infringement of the Supplier’s Intellectual Property Rights that the Customer becomes aware of.

11. Confidentiality

11.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms. A party's Confidential Information shall not be deemed to include information that:

• 11.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
• 11.1.2. was in the other party's lawful possession before the disclosure;
• 11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• 11.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2. Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these terms.

11.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these terms.

11.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

11.7. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

11.8. The above provisions of this clause 11 shall survive termination of these terms, however arising.

12. Indemnity

12.1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, Deliverables, Software and/or Documentation, provided that:

• 12.1.1. the Customer is given prompt notice of any such claim;
• 12.1.2. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
• 12.1.3. the Customer is given sole authority to defend or settle the claim.

12.2. The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services, Software, Deliverables, or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

• 12.2.1. the Supplier is given prompt notice of any such claim;
• 12.2.2. the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
• 12.2.3. the Supplier is given sole authority to defend or settle the claim.

12.3. In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these terms on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4. In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

• 12.4.1. a modification of the Services, Deliverables, or Documentation by anyone other than the Supplier; or
• 12.4.2. the Customer's use of the Services, Deliverables, or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
• 12.4.3. the Customer's use of the Services, Deliverables, or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

12.5. The foregoing and clause 13.3.2 states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Limitation of liability

13.1. Except as expressly and specifically provided in these terms:

• 13.1.1. the Customer assumes sole responsibility for results obtained from the use of the Services, Deliverables, and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
• 13.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms; and
• 13.1.3. the Services, Deliverables  and the Documentation are provided to the Customer on an "as is" basis.

13.2. Nothing in these terms excludes the liability of the Supplier:

• 13.2.1. for death or personal injury caused by the Supplier's negligence; or
• 13.2.2. for fraud or fraudulent misrepresentation.

13.3. Subject to clause 13.1 and clause 13.2:

• 13.3.1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms; and
• 13.3.2. the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to the total Subscription Fees paid for the Paid Subscriptions during the 12 months immediately preceding the date on which the claim arose.

14. Term and termination

14.1. The Customer may terminate a Free Trial or Paid Subscription at any time using the dedicated feature on the Website. The Customer can also terminate a Paid Subscription by contacting our billing team, in which case the Customer acknowledges that it might take up to 14 Calendar Days for the Supplier to process the request. The termination of Paid Subscription becomes effective once the Supplier sends a confirmation email to the email address associated with the Customer's account. The Customer shall not be entitled to a refund of any Subscription Fees paid prior to the termination date of the Paid Subscriptions. The Customer shall continue to have access to Software, Services, Documentation and Deliverables until the end of the current Paid Subscription period.

14.2. Without affecting any other right or remedy available to it, the Supplier may terminate the agreement with immediate effect by giving written notice to the Customer if:

• 14.2.1. the Customer had signed up the Free Trial which has expired and the account has not had any login activity for a continuous period of  6 months;
• 14.2.2. the Customer fails to pay any amount due under these terms on the due date for payment;
• 14.2.3. the Customer commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 Calendar Days after being notified in writing to do so; or
• 14.2.4. the Customer repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms.

14.3. On termination of these terms for any reason:

• 14.3.1. all licences granted under these terms in respect of the Services and Documentation, shall terminate on expiry of a Paid Subscription and the Customer shall cease all use of the Services, Software and/or the Documentation at this time;
• 14.3.2. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession subject to any request from a Data Subject, and in accordance with clause 5.6.3; and
• 14.3.3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. Force majeure

The Supplier shall have no liability to the Customer under these terms if it is prevented from or delayed in performing its obligations under these terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16. Variation

16.1. The Supplier shall inform the Customer of any proposed changes to these terms. The Supplier may change these terms if it is necessary due to:

• 16.1.1. applicable law, including, but not limited to, a change of such law;
• 16.1.2. an advice and/or order based on applicable law;
• 16.1.3. the evolution of the Services;
• 16.1.4. technical reasons;
• 16.1.5. operational requirements; or
• 16.1.6. an advantageous change of terms for the user.

16.2. The Supplier shall inform the Customer of the intended change before it takes effect, either through the Software interface, in an email message or through other reasonable means. The Supplier shall provide the Customer with the opportunity to cancel the Services at least 30 days before the change becomes effective. The Customer’s use of the Services after the changes become effective shall be deemed as acceptance of the terms. If the Customer does not agree to the new terms, it must stop using the Services.

17. Waiver

No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies

Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

19.1. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.

19.2. If any provision or part-provision of these terms is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Entire agreement

20.1. These terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2. Each party acknowledges that in entering into these terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.

20.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

20.4. Nothing in this clause shall limit or exclude any liability for fraud.

21. Assignment

21.1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.

21.2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.

22. No partnership or agency

Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Third party rights

These terms does not confer any rights on any person or party (other than the parties to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. Notices

24.1. Subject to clause 16.2 any notice required to be given under these terms shall be in writing and shall be sent by email to the email addresses provided by each party from time to time.

24.2. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

25. Governing law

These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

26. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).