1.         Definitions and construction


1.1.     In this Agreement the following expressions shall apply (save where the context otherwise requires):


“Affiliate”   means each and any Subsidiary or Holding Company of a party.


“Business Day“   a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.


“Commencement Date”  means the date as specified in the Order Form.


“Conduct Legislation”   means the Modern Slavery Act 2015 and the Bribery Act 2010 and all replacement and modifying legislation and regulations pertaining thereto.


“Confidential Information”  means any information in any form or medium obtained by or on behalf of either Party from or on behalf of the other Party in relation to this Agreement which is expressly marked as confidential or which a reasonable person would consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement, together with any reproductions of such information or any part of it.


“Customer Data”  means all data processed by Provider or otherwise provided to Provider further to this Agreement including, but not limited to, any Personal Data.


“Data Controller” shall have the meaning of ‘data controller’ set out in Article 4(7) of the GDPR.


“Data Processor” shall have the meaning of ‘data processor’ set out in Article 4(8) of the GDPR.


“Data Protection Legislation”  means, for such time as they are in force in England and Wales, the DPA, the GDPR and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individual’s rights in their personal data and the protection of their privacy.


“DPA” means the Data Protection Act 2018.


“Extension Period” means the period as specified in the Order Form.


“Fee” means the fee payable in respect of a particular Package of Service as specified in the Order Form and as may be amended from time to time.


“GDPR” means Regulation (EU) 2016/679 and/or such legislation as may give effect to its terms in England and Wales.


“Initial Period” means the period as specified in the Order Form.


“Intellectual Property Rights” means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.


“Month” means a calendar month and “monthly” shall be construed accordingly.


“Normal Business Hours“ [8.00 am to 6.00 pm] local UK time, each Business Day.


“Package” means a package of services selected by the Customer at the outset of a Subscription as set out in the Order Form.


“Personal Data” has the meaning set out in Article 4(1) of the GDPR, and for the purposes of this Agreement means Personal Data provided by one party to this Agreement to the other.


“Processing” and “Process” have the meaning set out in Article 4(2) of the GDPR.


“Services” means the subscription services provided by the Provider to the Customer under this Agreement via our app, website or any other website notified to the Customer by the Provider from time to time.


“Software” means the software used by Provider to provide the Services which is either Provider’s proprietary software or third party software licensed to Provider.


“Subscription” means an order placed for the Services by the Customer when registering their Account which is accepted by the Provider.


“Support Services Policy“ the Provider's policy for providing support in relation to the Services as notified to the Customer from time to time.


“Term” means the effective term of this Agreement as specified in the Order Form.


“User” means an individual user which accesses the Services with a unique log in name and password.


“User Subscription” means a unique paid-up user account that is allocated to the Customer and which the Customer can in turn allocate to an individual User, which enables that User to access the Services.


1.2.The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.


1.3.     Unless the context otherwise so requires:


1.3.1.     references to Provider and the Customer include their permitted successors and assigns;


1.3.2.     references to statutory provisions include those statutory provisions as amended or re-enacted;


1.3.3.     references to any gender include all genders;


1.3.4.     words in the singular include the plural and in the plural include the singular.


1.4.     In the event of any conflict between the terms and conditions of this Agreement and any provision of any schedule, the terms and conditions of this Agreement shall prevail.


1.5.     Holding Company shall be construed in accordance with section 1159 of the Companies Act 2006.


1.6.     Subsidiary shall be construed in accordance with section 1159 of the Companies Act 2006.


2.         Provision of Services


2.1.     The Provider shall, during the Term, provide the Services to the Customer on and subject to the terms of this Agreement.


2.2.     The Provider shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:


2.2.1.     planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UK time]; and


2.2.2.     unscheduled maintenance performed outside Normal Business Hours, provided that the Provider has used reasonable endeavours to give the Customer at least [[6] Normal Business Hours'] notice in advance.


2.3.     The Provider will, as part of the Services, provide the Customer with the Provider's standard customer support services during Normal Business Hours in accordance with the Provider's Support Services Policy in effect at the time that the Services are provided. The Provider may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Provider's then current rates.


3.         User Subscriptions


3.1.     The Customer shall be allocated the number and types of User Subscriptions applicable to its purchased Package of service.


3.2.     Subject to the Customer purchasing the User Subscriptions in accordance with clauses 5.1 and 5.4, the  restrictions set out in this clause 3 and the other terms and conditions of this Agreement, the Provider hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to access and use the Services during the Term solely in accordance with the terms of this Agreement.


3.3.     The Customer acknowledges that each User Subscription may only be allocated to a single individual User. In order for Users to access the Services the Customer must purchase the appropriate number of User Subscriptions required and, pursuant to clause 5.4 increasing the volume of active User Subscriptions may increase the Fee payable in respect of the Services.


3.4.     The sharing of User Subscriptions between Users is expressly prohibited.


3.5.     The Customer may, from time to time during the Term allocate a User Subscription to a new User or transfer a User Subscription from one User to another, in which case the prior User shall no longer have any right to access or use the Services.


3.6.     The Customer acknowledges and agrees that if this Agreement is terminated; the Customer stops paying the Fee; or the Customer otherwise reduces its entitlement to User Subscriptions under this Agreement, in whole in or part, the Provider will continue to own the accounts of Users effected by the reduction of User Subscriptions. As such these accounts will not be deleted and the Provider will be entitled to transfer such Users onto a regular account so that the Provider can continue to provide those Users with a level of service which is independent of this Agreement.


3.7.     The Customer accepts that it shall in no circumstances be permitted to:


3.7.1.     reproduce, edit, create derivative works of, sell or in any way commercially exploit any part or aspect of the Software;


3.7.2.     outsource the Services or Software provided under this Agreement to third parties;


3.7.3.     attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the Software (including any underlying software or any part of it) that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and


3.7.4.     to observe, study or test the functioning of the Software (including any underlying software or any part of it) that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50BA of the Copyright, Designs and Patents Act 1988.


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


4.         Duration


4.1.     This Agreement shall commence on the Commencement Date and shall continue for the Initial Period and thereafter for any Extension Periods invoked pursuant to Clause 4.2 unless and until terminated by either party in accordance with Clause 11 below.


4.2.     This Agreement shall automatically be extended for an Extension Period at the conclusion of the Initial Period and at the conclusion of each subsequent Extension Period thereafter until terminated in accordance with Clause 11.


4.3.     Access to the Services may not commence on the Commencement Date, and Provider shall be entitled to suspend such access until it is satisfied that it has received the payable Fee in full and that it has adequately verified the identity of the Customer.


5.         Fee


5.1.     The Customer undertakes to pay the applicable Fee for the Services, which shall be payable in full and in advance of the Customer receiving the Services.


5.2.     Where the Customer wishes to purchase additional User Subscriptions it will be required to pay an additional fee, in order to gain access to additional User Subscriptions. Where the Customer elects to pay a fee for additional User Subscriptions that fee shall be payable again at each interval at which payment of the Fee for the Customer’s chosen service Package becomes due.


5.3.     Provider shall be entitled to charge the Customer interest in respect of the late payment of any sums due under this Agreement (as well after as before judgement) on a daily basis at the rate of 8 per cent per annum above the base rate from time to time of Barclays Bank plc or at the maximum rate permitted by statute from the due date therefor until payment.


5.4.     Where this Agreement would be extended by virtue of Clause 4.2 then the Customer shall be obliged to make payment of the Fee prior to any such extension commencing.


5.5.     Provider shall be entitled to increase the Fee from time to time by posting details of the updated Fee on the relevant part of the App. Such increases shall take effect immediately and shall be payable by the Customer at the commencement of the first Extension Period which commences after the relevant increase.


5.6.     All sums due under this Agreement are expressed exclusive of VAT but will be subject to VAT where applicable which will be payable by the Customer.


5.7.     From time to time, the Provider may offer a subscription Package which is accessible without payment of a fee for a limited period (a “Trial Period”) (such period as set out in the Order Form). Customers using the Service will not be eligible to receive any customer support or technical support pursuant to the terms of this Agreement during the Trial Period.


5.8.     At the end of the Trial Period, the Customer will be charged for the Package subscription on a pro rated basis, unless the Customer terminates this Agreement upon [7] days written notice before the Trial Period ends.


5.9.     During the Trial Period, the Provider reserves the right to suspend or terminate a Customer’s use of the Service at any time without notice and without liability.


6.         Provider Warranties  


6.1.     Provider warrants to and undertakes with the Customer that it will use its reasonable efforts to provide the Services and to exercise reasonable care and skill and in accordance with the terms of this Agreement.


6.2.     For the avoidance of doubt, Provider makes no warranty that use of the Service will guarantee or enable compliance with any particular laws, regulations or codes of conduct.


6.3.     Provider makes no representation or warranty that any information provided by or contained within the Services or Software shall be accurate, complete or up-to-date and the Customer shall be responsible for verifying any such information on which it may choose to rely.


6.4.     Except for the express warranties set forth in this Clause 6, the Services are provided on an “as is” basis, and the Customer’s use of the Services is at its own risk.  Provider does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.  Provider does not warrant that the Services will be uninterrupted, error-free, or completely secure.


6.5.     Provider does not and cannot control the flow of data to or from its network and other portions of the Internet.  Such flow depends in large part on the performance of Internet services provided or controlled by third parties.  At times, actions or omissions of such third parties can impair or disrupt connections to the Internet (or portions thereof).  Although Provider will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Provider cannot guarantee that such events will not occur.  Accordingly, Provider disclaims any and all liability resulting from or related to such events.


7.         Customer Obligations and Warranties


7.1.     The Customer shall provide the Provider with:


7.1.1.     all necessary co-operation in relation to this Agreement; and


7.1.2.     all necessary access to such information as may be required by the Provider; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.


7.2.     In the event that the Customer is in breach of any of its obligations (including, for the avoidance of doubt, timely payment of the Fee) under this Agreement, then:


7.2.1.     Provider cannot be held responsible should the Services fail to perform and comply with the Service Levels as a result (directly or indirectly) of such Customer breach;


7.2.2.     Provider shall be entitled to charge the Customer for staff time engaged on rectifying any resulting problems at Provider’s then current standard charging rates; and


7.2.3.     Provider may without any liability terminate or suspend the Services (including, for the avoidance of doubt, by way of restricting or blocking the Customer’s access to the Services) without prejudice to any other pre-existing rights and obligations of either party.


7.3.     The Customer represents, warrants and undertakes that:


7.3.1.         it will use the Services only for lawful purposes and in accordance with this Agreement;


7.3.2.         it will at all times comply with Data Protection Legislation and its obligations further to Clause 8;


7.3.3.         it has all necessary rights, licenses and consents to submit, transmit, provide, receive, access, and/or use its Customer Data;


7.3.4.         it will be solely responsible for the accuracy and submission of Customer Data when using the Services and the Provider will not be liable for failing to ensure the accuracy of any Customer Data;


7.3.5.         it will procure that all of its Users agree to the terms of this Agreement, the Provider’s Terms of Use and Privacy Policy (available at [LINK & LINK]  and as it may be updated from time to time by the Provider in accordance with the terms and conditions set forth therein), or any other relevant terms and conditions dependant on any additional services purchased prior to accessing the Services; and


7.3.6.         any software, data, equipment or other materials provided by the Customer to Provider or employed by the Customer in its use of or receipt of the Services shall not infringe any Intellectual Property Rights, privacy or Personal Data interests of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity.


7.4.     In the event of any breach of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, Provider will have the right to suspend immediately any related Services if deemed reasonably necessary by Provider to protect the proper interests of Provider or its other customers. If practicable and depending on the nature of the breach, Provider may (in its absolute discretion) give the Customer an opportunity to cure such breach. In such case once the Customer has cured the breach, Provider will promptly restore the Services.


8.         Data Protection


8.1.     To the extent that the Provider processes Personal Data received directly from the Customer pursuant to the terms of this Agreement, which is derived from the European Economic Area (EEA), the United Kingdom or Switzerland, it will do so as a Data Processor on behalf of the Customer and in accordance with the terms of this Clause 8.


8.2.     Each party shall comply with all applicable requirements of the Data Protection Legislation.  This clause 8.2 is in addition to, and does not relieve, remove or replace, a party’s obligation under the Data Protection Legislation.


8.3.     The parties agree that for the purposes of the Data Protection Legislation the Customer shall be the Data Controller and the Provider shall be the Data Processor in respect of any Personal Data which is transferred from the Customer to the Provider in accordance with this Agreement. Such Personal Data is anticipated to include Customer Data and the processing of such information will be for the purpose of providing the Services and for such other purposes identified in the Provider’s Privacy Policy (available at [LINK] and as it may be updated from time to time by the Provider in accordance with the terms and conditions set forth therein).


8.4.     The Customer consents to the Provider appointing third party processors to process the Personal Data under this Agreement. Where the Provider appoints a third party to process Personal Data it shall only use processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing meets the requirements of the GDPR and ensures the protection of the rights of data subjects.


8.5.     the Provider shall:


8.5.1.         only process the Personal Data for the performance of its obligations under or pursuant to this Agreement and in accordance with the written instructions of the Customer, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by Union or Member State law to which the Provider is subject; in such a case, the Provider shall inform the Customer of that legal requirement before processing, unless that law prohibits such disclosure from being made;


8.5.2.         ensure that persons with access to the Personal Data are subject to a strict duty of confidentiality or are under an appropriate statutory obligation of confidentiality;


8.5.3.         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, having regard to the state of technological developments and the costs of implementing any measures;


8.5.4.         ensure that, where it does engage with a third party processor in accordance with clause 8.4, it will enter into a written agreement incorporating the same data protection obligations set out in this Clause 8;


8.5.5.         assist the Customer in responding to any request from any data subject which concerns the exercise of that data subject’s right under the GDPR (subject to the reimbursement by the Customer of all costs reasonably incurred in the course of the same);


8.5.6.         assist in ensuring compliance with the Customer’s obligations under Article 32 to 36 of the GDPR, including in respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, (subject to the reimbursement by  the Customer of all costs reasonably incurred in the course of the same);


8.5.7.         notify the Customer without undue delay after becoming aware of a Personal Data breach;


8.5.8.         at the written instruction of the Customer securely delete or return Personal Data and copies thereof to the Customer on termination of this Agreement unless Union or Member State law requires storage of the Personal Data;


8.5.9.         maintain records of all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and grant the Customer and its auditors access to the Provider’s processing facilities to conduct audits and inspections (subject to the reimbursement by the Customer of all costs reasonably incurred in the course of the same); and


8.5.10.       immediately inform the Customer if, in its opinion, an instruction given by the Customer infringes the GDPR or other Union or Member State data protection provisions.


8.6.     Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations pursuant to this Clause 8. In order to avail itself of this indemnity the claiming party must: promptly notify the indemnifier of any relevant claim of which the indemnified party becomes aware; not make any admission of liability or offer to settle in respect of any relevant claim without the prior written permission of the indemnifier; grant the indemnifier full control of all relevant proceedings on request, and; provide the indemnifier with such assistance in dealing with such claims as it may reasonably request.


8.7.     The Customer acknowledges that the Provider is a Data Processor pursuant to this Agreement and as such it will be reliant on the Customer, the Data Controller, for direction as to the extent to which the Provider is entitled to use and process the relevant Personal Data. Consequently, the Provider will not be liable to the Customer for any claim brought by a data subject arising from any action or omission by the Provider, to the extent that such action or omission resulted from the Customer’s instructions.


9.         Limitation of Liability


9.1.     Except as expressly stated in Clause 9.2:


9.1.1.         Provider shall not be liable for any indirect or consequential loss or damage suffered by the Customer, irrespective of how such loss or damage may arise and no matter which theory of liability gives rise to any cause of action by Customer.


9.1.2.         Provider shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: special damage, even though Provider was aware of the circumstances in which such special damage could arise; loss of profits; loss of anticipated savings; loss of business opportunity; loss of goodwill; or loss of or damage to data.


9.1.3.         to the extent that not excluded by Clauses 9.2, 9.3, 9.4, 9.5 or otherwise, the total aggregate liability of Provider, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee actually paid by the Customer during the Initial Period or, where the Initial Period has elapsed, during the 12 Month period immediately prior to the first event which gave rise to the Customer’s right to bring a claim against Provider.


9.1.4.         the Customer agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement  or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) Provider shall have no liability otherwise than pursuant to the express terms of this Agreement;


9.2.     The exclusions in Clause 9.1 shall apply to the fullest extent permissible at law but Provider does not exclude liability for:


9.2.1.         death or personal injury caused by the negligence of Provider, its officers, employees, contractors or agents;


9.2.2.         fraud or fraudulent misrepresentation; or


9.2.3.         any other liability which cannot be excluded by law.


9.3.     Provider shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Customer or arising from any cause beyond Provider's reasonable control.


9.4.     The Customer accepts that Provider is in no way liable for any virus or other contaminants which enter the Customer's email system or computer network via email or for any loss, damage or interruption to the Services.


9.5.     Provider shall not be liable for any interruptions to the Services arising directly or indirectly from:


9.5.1.         interruptions to the flow of data to or from the Internet;


9.5.2.         changes, updates or repairs to the network or the Software subject to Provider striving to minimise the interruptions that may be caused by such change;


9.5.3.         the effects of the failure or interruption of services provided by third parties;


9.5.4.         any of the factors set out in Clause 13;


9.5.5.         any actions or omissions of the Customer (including, without limitation, breach of the Customer's obligations set out in this Agreement) or any third parties;


9.5.6.         interruptions to the Services requested by the Customer.


9.6.     The Customer agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the Fee has been calculated on the basis of the limitations and exclusions in this Clause 9 and that the Customer will effect insurance as is suitable having regard to its particular circumstances and the terms of this Clause 9.


9.7.     Notwithstanding the foregoing and except as expressly stated in Clause 9.2, in no event shall the Provider be liable to the Customer for any claims or costs sustained by the Customer during the Trial Period, for consequential, special, direct or indirect losses or damages sustained by it or any third parties, irrespective of whether under contract, tort or otherwise (including, without limitation, loss of profits, loss of revenues, loss of customers or damage to reputation or goodwill).


10.      Intellectual Property Rights


10.1.  Without prejudice to the Customer’s rights in its own materials, the parties hereby agree that the Customer shall not acquire any Intellectual Property Rights whatsoever in respect of the Software, documentation and other materials used by Provider in connection with or related to the provision of the Services hereunder.


10.2.  The Customer hereby grants to Provider:


10.2.1.       A non-exclusive, royalty-free, world-wide licence during the Term to use, copy, reproduce, process and manipulate data provided by the Customer or resulting from the Services, including Customer Data, for the purposes of using the data for the provision of the Services; to enhance and improve the Services; and for such other purposes identified in the Provider’s Privacy Policy (available at and as it may be updated from time to time by the Provider in accordance with the terms and conditions set forth therein); and


10.2.2.       A non-exclusive, royalty-free, world-wide licence during the Term to use, reproduce and display the Customer’s trade marks for the purposes of using the data for the provision of the Services.


10.3.  Subject to any contrary provision in this Agreement, Provider undertakes only to use the Customer’s trade marks for the purpose of providing the Services and for marketing purposes.


11.      Confidentiality


11.1.  Each Party undertakes that it shall not at any time disclose to any person any Confidential Information, except as permitted by Clause 11.2.


11.2.  Each Party may disclose the other Party's Confidential Information:


11.2.1.       to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with this agreement. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's Confidential Information comply with this Clause 11; and


11.2.2.       as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.


11.3.  The provisions of this Clause 11 shall continue to apply after termination of this Agreement.


12.      Termination


12.1.  For the purposes of this Clause 12, the following events shall be deemed “acts of default”:


12.1.1.       if the Customer fails to pay any moneys due pursuant hereto within 7 days of the due date therefor;


12.1.2.       if a party commits any material breach of any term of this Agreement (other than one falling under Clause 12.1.1 above) and which, in the case of a breach capable of being remedied, shall not have been remedied within 30 days of a written request by the other party to remedy the same;


12.1.3.       if a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.


12.2.  If the Customer commits an act of default then Provider may forthwith suspend the provision of the Services hereunder (or any of them or any part of them) and no such suspension shall be deemed a breach of any term or provision of this Agreement.


12.3.  Either party will have the right to terminate this Agreement from the conclusion of the Initial Period or then current Extension Period by giving at least three (3) Months’ prior written notice to the other party.


12.4.  Provider shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by notice to the Customer:


12.4.1.       if the Customer undergoes a change of control which does not result in control passing to a company that, immediately prior to the change in question, was an Affiliate of the Customer;


12.4.2.       if the Provider ceases to offer the Services.


12.5.  In the event of termination of this Agreement:


12.5.1.       the Customer agrees promptly to pay to Provider all outstanding payments;


12.5.2.       Provider’s entitlement to use the Customer’s trademarks ceases immediately except as necessary for the provision of any post-termination services;


12.5.3.       the Customer’s right to receive the Services shall cease automatically.


12.6.  Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly, or by implication, intended to come into force or continue in force on or after that termination. For the avoidance of doubt, termination of this Agreement shall not in any circumstances entitle the Customer to any form of rebate or refund.


13.      Force majeure


13.1.  Neither party hereto shall be liable for any breach of its obligations hereunder, except in respect of payment, resulting from causes beyond the reasonable control of the party in default (or its sub‑contractors or suppliers) including, but not limited to, acts of God; war; insurrection; riot; civil commotion; compliance with any law or governmental order, rule, regulation or direction; accident; outbreak of a disease (including but not limited to Coronavirus); breakdown of plant or machinery or ICT infrastructure; embargo; explosion; strike; labour dispute (except involving a party’s own employees); illness; flood; fire or tempest (an “Event of Force Majeure”).  Any time limit or estimate for a party to perform any act hereunder shall be suspended during an Event of Force Majeure.


13.2.  Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.


13.3.  If a default due to an Event of Force Majeure shall continue for more than 30 days then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure but such termination shall not affect any pre‑existing rights or obligations of either party.


14.      Notices


14.1.  To Provider: any notice, request, instruction or other document to be given hereunder shall be delivered or sent by first class recorded post to the Provider’s registered office address or email (such email notice to be confirmed by delivery or read receipt).


14.2.  To Customer: any notice, request, instruction or other document to be given hereunder shall be delivered or sent by email (such email notice to be confirmed by delivery or read receipt) to the Customer’s email address used as login to the subscribed services.


15.      General




15.1.   The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.




15.2.   If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.


Entire Agreement


15.3.  Subject to Clause 16.4, this written Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof. Nothing in this Clause 16.3 or Clause 9.1.4 shall relieve either party of liability for fraudulent misrepresentations.


15.4.  No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.


No Partnership


15.5.   The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.


15.6.   This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.


Assignment and sub-contracting


15.7.   The Customer shall not be entitled to assign this Agreement nor all or any of its rights and obligations hereunder without the Provider’s prior written consent, such consent not to be unreasonably withheld.


15.8.   The Provider shall be entitled to assign this Agreement or all or any of its rights and obligations hereunder.


Third Party Rights


15.9.   No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement.


Governing Law & Jurisdiction


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


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