BY CLICKING THE "I ACCEPT" BUTTON ON www.veremark.com (THE “WEBSITE”) YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT GOVERNING YOUR USE OF THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU"OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT PROCEED AND MAY NOT USE THE SERVICE.
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 ofa party and each and any Subsidiary of a Holding Company of a party.
“Candidate” means an individual whose details are processed by the Supplier for the purpose of verifying that individual’s identify, collecting references which relate to them, and other similar functions.
“Candidate Data” means data relating to an individual Candidate, which may include Personal Data.
“Commencement Date” means the date on which the Customer accepts this Agreement by clicking the “I Accept”[RL1] button when subscribing to the Services.
“Conduct Legislation” means the Modern Slavery Act 2015 and theBribery Act 2010 and all replacement and modifying legislation and regulations pertaining thereto.
“Customer Data” means all data, including Personal Data and Candidate Data, processed by Provider on behalf of the Customer.
“Customer Equipment” means such hardware and software as may be specified on the Website which the Customer is required to have in use in order to use and enable the Services to be provided in accordance with this Agreement.
“DataController” 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 inEngland 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.
“Downtime” means a period during Service Hours during which there is total loss of the Services.
“Fee” means the fee payable in respect of theServices, as specified in the pricing information set out on the Website and as it may be amended from time to time. For the avoidance of doubt, Fees may be paid on any basis specified by the Supplier, including pre-payment for specified quantities of Requests, or subscription agreements for regular set numbers of Requests.
“GDPR” meansRegulation (EU) 2016/679 and/or such legislation as may replace it, or which may otherwise give effect to its terms in England and Wales or the UnitedKingdom generally, including any version of the ‘UK GDRP’ which may enter in to force.
“Initial Period” means a period of one calendar year commencing on the Commencement Date.
“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.
“Outage” means an instance of Downtime.
“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 Article4(2) of the GDPR.
“Request” means an instruction placed by the Customer via the System, in which it authorises the Supplier to verify certain particulars about a specified Candidate and/or to obtain various Candidate Data relating to that Candidate.
“Service Hours” means the hours during which the Services are to be provided, which unless otherwise specified in an applicable Service Level shall be 09:00 – 17:00 GMT. References to "hour(s)" and "minute(s)" in this Agreement will, unless otherwise indicated, be taken only to refer to the elapse of time duringService Hours.
“Service Interruption” means a period during Service Hours during which there is partial loss of the Services.
“Service Levels” means, where applicable, the levels of performance to which the Services are to be provided to the Customer by Provider; which where applicable shall be identified and set out in a schedule to this Agreement.
“Services” means the services provided by the Provider to the Customer under the terms of this Agreement, as determined by reference to the Tier, or Tiers, of service selected and paid for by the Customer.
“Software” means the software used by Provider to provide the Services which is eitherProvider’s proprietary software or third party software licensed to Provider.
“Subscription” means an order placed for the Services by the Customer via the Website and accepted by the Supplier.
“Tier” means a package of services which may be selected by the Customer at the outset of a Subscription or at the point of pre-purchasing one or more Requests, which will determine the Fee to be paid in return for those services and which defines the parameters and scope of the Services which the Customer is entitled to receive in return. Amongst other matters aTier may specify a particular number and/or type of Requests to which theCustomer is entitled, or the scope that each such Request will cover.
“Term” means the effective term of this Agreement.
“User” means an individual user which accesses the Services with a unique log in name and password.
“Veremark Data Protection Standard” means the appendix to this Agreement which sets out the basis and the terms on which the Provider may act as a DataProcessor for the Customer.
1.1. 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.
1.2. Unless the context otherwise so requires:
1.2.1. References to Provider and the Customer include their permitted successors and assigns;
1.2.2. References to statutory provisions include those statutory provisions as amended or re-enacted;
1.2.3. References to any gender include all genders;
1.2.4. Words in the singular include the plural and in the plural include the singular.
1.3. 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.
1.4. Holding company shall be construed in accordance with section 1159 of the Companies Act 2006.
1.5. Subsidiary shall be construed in accordance with section1159 of the Companies Act 2006.
2. Provision of Services and Licences
2.1. Provider agrees with effect from the Commencement Date, in consideration of the timely payment of the Fees by the Customer, to supply the Services and to licence the Software on a non-exclusive basis pursuant to the terms and conditions of thisAgreement.
2.2. Receipt of the Services will require the use by the Customer of the Software on a SaaS basis, accordingly the Customer’s licence to use the Software is subject to the following conditions:
2.2.1. Non-Exclusivity: the licence is non-exclusive and theProvider shall remain entitled to grant similar or identical licences to use the Software to third parties without restriction;
2.2.2. Transferability: the licence is non-transferable or sub-licensable, and the Customer shall not permit or purport to transfer the licence to any third party (nor offer the Software on a bureau basis) without first obtaining explicit written permission from the Provider to do so;
2.2.3. Purpose: the Software may only be used by theCustomer in order to verify the identity of, and to manage the applications of,Candidates to it or to its Affiliates; save where a Subscription isspecifically granted on another basis agreed in writing;
2.2.4. Duration: the licence shall endure for the duration of the Term of this Agreement, the termination of which shall cause the Customer’s right to use or have access to the Software to end.
2.3. The Customer acknowledges that Provider may at any time, and without notice, incorporate licence management software into the Software for the purposes of ensuring that the licence rights set out above are not exceeded.
2.4. The Customer accepts that it shall in no circumstances be permitted to:
2.4.1. reproduce, edit, create derivative works of, sell or in any way commercially exploit any part or aspect of the Software;
2.4.2. outsource the Services or Software provided under this Agreement to third parties;
2.4.3. attempt to decompile (as defined in section 50B of the Copyright, Designs and PatentsAct 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
2.4.4. 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 50 BA of the Copyright, Designs and Patents Act 1988.
3. Candidates and Requests
3.1. Where the Customer initiates a Request in relation to any prospective Candidate theCustomer acknowledges that:
3.1.1. Supplier has no control over whether any given Candidate will respond to or engage with the contents of a Request and makes no guarantee that a Candidate will respond to any invitation sent on the Customer’s behalf;
3.1.2. Requests are reliant upon various third party assessments carried out in relation to documents and records, Supplier makes no warranty that any third party’s assessment of any document or record will be accurate or complete, only that it will accurately report the outcome of such assessments to Customer;
3.1.3. CertainRequests, such as those relating to references, require the voluntary engagement of third parties, Supplier is unable to give any warranty that any such third party will engage with any given Request, and accepts no liability for any failure by such third parties to engage positively or at all
3.2. Supplier is not a backup service and Customer remains independently responsible for holding copies of all records that it is obliged to hold by law. Supplier will periodically erase Candidate Data and Customer Data and does not make any guarantee that it will hold any particular data beyond the duration of an individual Request, or as otherwise specifically warranted to Customer.
3.3. Customer acknowledges that individual Candidates may become entitled to store, or otherwise preserve, Candidate Data particular to themselves using the Services.Customer acknowledges that, save for Candidate Data which consists of confidential references given by third parties, it will have no right to prevent any individual Candidate from storing and accessing such Candidate irrespective of the fact that the relevant Candidate Data may have originated from a Request initiated by Customer.
4.1. This Agreement shall commence on the CommencementDate and shall continue thereafter until terminated in accordance with its terms. The Customer recognises that its right to receive the Services may cease, or be suspended, in spite of the fact that this Agreement remains in force; specifically, but without limitation, where the Client fails or ceases to pay any portion of the Fee.
4.2. Access to the Services may not commence on the CommencementDate, 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.
5.1. The Customer undertakes to pay the applicable Fee for the Services, which (unless otherwise expressly stated on the Website) shall be payable in advance. Payment shall be made by the Customer using direct debit or a similar method, and may be scheduled to be taken from the Customer automatically at regular intervals.
5.2. The Fee payable by the Customer will be determined by the quantity of Requests which it wishes to pre-purchase. Payment of the Fee will result in the Customer being credited a certain number of Requests, as set out on the Service at the time of purchase, which the Customer may invoke at its own convenience thereafter.
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. Provider shall be entitled to deduct previously credited Requests from any Customer in the event of any failure by the Customer to pay any part of the Fee, or to comply with the terms of this Agreement generally.
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 Website. Such increases shall take effect immediately and shall be payable by the Customer at the next occasion on which it wishes to purchase one or more Requests.
5.6. All sums due under this Agreement are expressed exclusive of VAT but will be subject toVAT where applicable which will be payable by the Customer.
5.7. From time to time, the Provider may offer a Tier of service which is accessible and usable without payment of a fee (each such Tier a “Free Service Tier”). Customers using the Service by way of a Free Service Tier will not be eligible to receive any customer support or technical support pursuant to the terms of this Agreement and expressly acknowledge that a Free Service Tier may offer reduced functionality compared to other Tiers of service.
5.8. Provider may withdraw or modify any Free Service Tier at any time without prior notice and without liability, to the extent permitted under applicable law.
5.9. Provider reserves the right to suspend or terminate a Customer’s use of a Free Service Tier at any time without notice and without liability.
5.10. Where the Provider provides any other services to the Customer which are not covered by the Fee paid by the Customer, it shall be entitled to invoice the Customer in arrears with such charges to be based on Provider's then current charging rates, or if agreed otherwise the Provider’s quote at the time of the Customer’s enquiry in relation to those services.
Where a Tier entitles the Customer to receive the Service subject to a specified Service Level the Provider will use its reasonable endeavours to deliver the relevant Services to the levels of performance specified in the applicable Service Level; subject always to Clauses 12.5 and15 and save where otherwise expressly provided for by this Agreement.
7. Outages, Service Interruptions and Changes to Services
7.1. Service Interruptions may be made by Provider when in its reasonable opinion they are necessary to facilitate improvements to, or maintenance of theServices. Provider will use reasonable endeavours to minimise the duration of such Outages or Service Interruptions that it deems necessary.
7.2. If Outages or Service Interruptions are required pursuant to Clause 7.1, Provider will endeavour to schedule them so as to minimise impact on the Services and to notify the Customer as far in advance as is practicable of the anticipated commencement time and estimated duration of the relevant Outage or Service Interruption.
7.3. Customer requested interruptions (including, but not limited to, request for an application server to be re-booted) will be fulfilled at Provider’s discretion but will not be considered a break in service, and will not be a factor when considering the Service Levels for any purpose or give rise to any liability on the part of Provider.
7.4. Save for where an applicable Service Level specifically provides otherwise the occurrence of Outages or Service Interruptions shall not constitute breaches of this Agreement.
8. Provider Warranties
8.1. Provider warrants to and undertakes with the Customer that:
8.1.1. 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;
8.1.2. it has full right power and authority to provide the Services to the Customer in accordance with the terms of this Agreement;
8.1.3. it has all requisite registrations under Data Protection Legislation and will maintain such registrations throughout the Term; and
8.1.4. it will at all times comply with the DataProtection Legislation and with the Conduct Legislation.
8.2. 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. The Client’s compliance with any legal requirements to which it may be subject is entirely its own responsibility and Provider shall have no liability or responsibility in respect of the same.
8.3. 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.
8.4. Except for the express warranties set forth in this Clause 8, 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.
8.5. 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.
9. Customer Obligations and Warranties
9.1. The Customer is required at all times during the term to maintain the CustomerEquipment in good order and working condition and to provide prior written notification to Provider of any changes it makes in respect thereof. At non time during the Term shall the Customer permit the Customer Equipment to fall below the specifications as detailed on the Website from time to time.
9.2. 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:-
9.2.1. 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;
9.2.2. 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
9.2.3. 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 Software) without prejudice to any other pre-existing rights and obligations of either party.
9.3. The Customer represents, warrants and undertakes that:
9.3.1. it has and shall during the Term have the legal right and authority to use and have used the Customer Equipment as contemplated under this Agreement;
9.3.2. it will use the Services only for lawful purposes and in accordance with thisAgreement;
9.3.3. it will at all times comply with Data Protection Legislation (including without limitation in its use of any data obtained via the Services);
9.3.4. any Personal Data inherent in Customer Data will only be provided to Provider in accordance with Data Protection Legislation;
9.3.5. it will be solely responsible for the accuracy and submission of CustomerData when using the Services and the Provider will not be liable for failing to ensure the accuracy of any Customer Data; and
9.3.6. any software, data, equipment or other materials provided by the Customer toProvider 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.
9.4. 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.
9.5. The Customer shall indemnify and hold harmless the Provider against any loss or damage which the Provider may suffer as a result of the Customer’s breach of these terms or its breach of the Veremark Data Protection Standard.
10. Data Protection
10.1. The Customer appoints Provider to act as a Data Processor in respect of:
10.1.1. all Customer Data provided to the Provider by Customer; and
10.1.2. all Candidate Data collected by Provider at the instructions of the Customer and/or for the benefit of the Customer.
10.2. Where Provider acts as a Data Processor on behalf of Customer it will do so on the basis set out in the Veremark Data Protection Standard.
11.1. Each party recognises that it is impossible to maintain flawless security but (where relevant) Provider shall take all reasonable steps to prevent security breaches in its servers' interaction with the Customer and security breaches in any interaction with resources or users outside of any firewall that may be built into Provider’s servers.
11.2. The Customer is responsible for maintaining the confidentiality of any passwords which are required to access the Software and the Services and is solely responsible for any damage caused by any such unauthorised access which arises from its failure to do so.
12. Limitation of Liability
12.1. Except as expressly stated in Clause 12.2:
12.1.1. Provider shall not be liable for any in director 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.
12.1.2. 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:
220.127.116.11. special damage, even though Provider was aware of the circumstances in which such special damage could arise;
18.104.22.168. loss of profits;
22.214.171.124. loss of anticipated savings;
126.96.36.199. loss of business opportunity;
188.8.131.52. loss of goodwill; or
184.108.40.206. loss of or damage to data.
12.1.3. to the extent that not excluded by Clauses 12.1.2, 12.3, 12.4, 12.5 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.
12.1.4. the Customer agrees that, in entering intothis Agreement, either it did not rely on any representations (whether writtenor oral) of any kind or of any person other than those expressly set out inthis Agreement or (if it did rely on anyrepresentations, whether written or oral, not expressly set out in thisAgreement) that it shall have no remedy in respect of such representations and(in either case) Provider shall have no liability otherwise than pursuant tothe express terms of this Agreement;
12.2. The exclusions in Clause 12.1shall apply to the fullest extent permissible at law but Provider does notexclude liability for:
12.2.1. death or personal injury caused by the negligence of Provider, its officers, employees, contractors or agents;
12.2.2. fraud or fraudulent misrepresentation; or
12.2.3. any other liability which cannot be excluded by law.
12.3. 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.
12.4. The Customer accepts that Provider is in noway liable for any virus or other contaminants which enter the Customer's email system or computer network via email or for any loss, damage, interruption to the Services or Outages caused by the failure of the Customer Equipment.
12.5. Provider shall not be liable for any interruptions to the Services or Outages arising directly or indirectly from:-
12.5.1. interruptions to the flow of data to or from the Internet;
12.5.2. changes, updates or repairs to the network or the Software subject to Provider striving to minimise the interruptions /Outages that may be caused by such change;
12.5.3. the effects of the failure or interruption of services provided by third parties;
12.5.4. any of the factors set out in Clause 15;
12.5.5. anyactions or omissions of the Customer (including, without limitation, breach ofthe Customer's obligations set out in this Agreement) or any third parties;
12.5.6. problems with the Customer Equipment, anyother equipment owned by the Customer and/or any third party equipment;
12.5.7. interruptions to the Services requested bythe Customer.
12.6. 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 12 and that the Customer will effect insuranceas is suitable having regard to its particular circumstances and the terms ofthis Clause 12.
12.7. Not withstanding the foregoing and except as expressly stated in Clause 12.2, in no event shall the Provider be liable to the Customer for any claims or costs sustained by the Customer in relation to the Free Service Tier, 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 ofcustomers or damage to reputation or goodwill).
13. Intellectual Property Rights
13.1. Without prejudice to the Customer’s rights in its own materials, the parties here by 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 here under.
13.2. Provider warrants that it has all necessary right, title and interest to enable the Customer to benefit from the Services in accordance with this Agreement.
13.3. The Customer hereby grants to Provider:
13.3.1. A non-exclusive, royalty-free, world-widen licence during the Term to use, copy, reproduce, and manipulate data provided by the Customer or resulting from the Services for the purposes of using the data for the provision of the Services; and
13.3.2. A non-exclusive, royalty-free, world-wide licence during the Term to use, reproduce and display the Customer’s trademarks for the purposes of using the data for the provision of the Services.
13.4. 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.
14.1. For the purposes of this Clause 14, the following events shall be deemed “acts of default”:
14.1.1. if the Customer fails to pay any moneys due pursuant hereto within 7 days of the due date therefor;
14.1.2. if a party commits any material breach of any term of this Agreement (other than one falling under Clause 14.1.1 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;
14.1.3. 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 overall 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.
14.2. If theCustomer 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 nosuch suspension shall be deemed a breach of any term or provision of thisAgreement.
14.3. If either party commits an act of default, the other party may terminate this Agreement by notice in writing forthwith.
14.4. Provider shall be entitled to terminate this Agreement by giving 30 days’ written notice.
14.5. Customer shall be entitled to terminate this Agreement by giving 30 days’ written notice.
14.6. Provider shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by notice to the Customer:
14.6.1. 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;
14.6.2. if the Customer sells all of its assets or is merged or re-organised in circumstances where it is not the surviving entity;
14.6.3. if the Provider ceases to offer the Services; or
14.6.4. if the Customer disputes the ownership or validity of Provider's Intellectual Property Rights.
14.7. Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
14.8. In the event of termination of this Agreement:-
14.8.1. the Customer agrees promptly to pay toProvider all outstanding payments;
14.8.2. Provider’s entitlement to use the Customer’s trademarks ceases immediately except as necessary for the provision of any post-termination services;
14.8.3. Provider may in its sole discretion agree toprovide any assistance reasonably requested by the Customer in connection withthe hand-over to a third party of any services provided by Provider hereunder,and the Customer shall pay Provider in accordance with Provider’s then currentstandard rates for any such assistance;
14.8.4. the Customer’s right to receive the Servicesshall cease automatically.
14.9. Any termination of this Agreement (howsoeveroccasioned) 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 anyprovision of this Agreement which is expressly, or by implication, intended tocome into force or continue in force on or after that termination. For theavoidance of doubt, termination of this Agreement shall not in anycircumstances entitle the Customer to any form of rebate or refund, includingin relation to any pre-purchased Requests which remained unused prior totermination.
14.10. Provider shall be entitled to suspend accessthe Services immediately and without notice or penalty if it suspects that thisAgreement’s terms have been breached by the Customer. Provider shall restoreaccess to the Services on receipt of evidence which satisfies it that therelevant breach has been remedied.
15. Force majeure
15.1. 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) including but not limited to acts of God, war, insurrection, riot, civil commotion, Government regulation, 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.
15.2. 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.
15.3. If a default due to an Event of Force Majeure shall continue for more than 30 days then the party not in default shall been titled 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 anEvent of Force Majeure but such termination shall not affect any pre‑existing rights or obligations of either party.
The waiver by either party of abreach or default of any of the provisions of this Agreement by the other partyshall not be construed as a waiver of any succeeding breach of the same orother provisions nor shall any delay or omission on the part of either party toexercise or avail itself of any right, power or privilege that it has or mayhave hereunder operate as a waiver of any breach or default by the other party.
17.1. 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).
17.2. 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 ead receipt) to the Customer’s email address used as login to the subscribed services.
18.1. The Provider is permitted to make announcements or information concerning thisAgreement available in any advertising publicity promotional or other marketing activities without the prior written consent of the Customer. For the avoidance of doubt, the Provider is permitted to use the Customer’s name, logo and any feedback it provides to the Company. The Customer shall, on request, assist theProvider in preparing a case study which sets out the benefits that theCustomer has derived from receipt of the Services.
18.2. The Customer shall not make an announcement or information concerning thisAgreement or any ancillary matter shall be made or released or authorised to be made or released in any advertising publicity promotional or other marketing activities without the prior written consent of the Provider.
Except for the payments specifically agreed in this Agreement, each party is responsible for its legal and other costs in relation to the preparation and performance of his Agreement.
20. Invalidity and sever-ability
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 un enforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or un enforceability 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.
21. Entire agreement
21.1. Subject to Clause 21.2, this written Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof. Nothing in this Clause 21.1 orClause 12.1.4shall relieve either party of liability for fraudulent misrepresentations.
21.2. No change, alteration or modification to thisAgreement shall be valid unless in writing and signed on behalf of both parties hereto.
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.
This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.
24.1. 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.
24.2. The Provider shall be entitled to assign thisAgreement or all or any of its rights and obligations hereunder.
Provider shall be entitled to sub‑contract the whole or any part of its obligations hereunder to any third party but shall remain liable as if it were performing the Services itself.
26. GoverningLaw &Jurisdiction
26.1. 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.
26.2. Each party irrevocably agrees that the courts ofEngland 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.
26.3. The parties irrevocably agree that the courts ofEngland and Wales are the most appropriate and convenient courts to settle any dispute or claim, and accordingly, no party will argue to the contrary.
27. Third Party Rights
No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party tothis Agreement.
Flagged as requiring alternative for Enterprise version
1.1. This Agreement shall commence on the CommencementDate and shall continue for the Initial Period and thereafter for anyExtension Periods invoked pursuant to Clause 4.2 unless and until terminated by either party in accordance with Clause 14 below.
1.2. 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 14.
Consider alternative for Enterprise
The Fee payable by the Customer will be determined by reference to the Tier of service to which the Customer has Subscribed, plus the cost of any additional Seats and/orSessions which may be purchased by the Customer. For the avoidance of doubt, the Customer may subscribe to multiple service Tiers in respect of the various modules of the Service