End user licence agreement (EULA) (10/08/2026)
Evalu-8 Software Limited – Conditions
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in the Contract.
API: the Supplier’s API key for the Software that may be provided to the Customer by the Supplier from time to time.
Annual Authorised User Limit: where the Customer pays for its Subscription on an annual basis, the limit on the number of Authorised Users that may use the Services and the Software or be uploaded or otherwise added to the Software, as specified in the Order Form.
Authorised Users: those employees, agents and independent contractors of the Customer who are:
(a) authorised by the Customer to use the Services, Software and the Documentation; and/or
(b) supplied with login credentials; and/or
(c) uploaded or otherwise added to (and such equivalent terms) the Software by the Customer (including by Authorised Users and/or by the Supplier on the Customer’s behalf) from time to time during the Subscription Term (excluding any Leavers),
whether such employees, agents or independent contractors use, login or access the Services and/or the Software or not.
Authorised User Fees: the price for the number of Authorised Users applied to the Customer’s Subscription (charged on a per Authorised User basis), as set out in the Order Form and which may vary in accordance with clause 4 and clause 9. For the avoidance of doubt, Authorised User Fees apply to the Modules that are charged on a per-user basis as indicated on the Order Form.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: these terms and conditions from clause 1 (Interpretation) to clause 26 (Jurisdiction).
Confidential Information: has the meaning given to it in clause 11.1.
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Order Form and these Conditions (including the Supplier’s DPA) as may be amended from time to time in accordance with the Contract.
Contract End Date: the date specified as the “Contract End Date” in the Order Form.
Contract Year: a 12 month period commencing on the Effective Date or any anniversary of it.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and the expression Change of Control shall be interpreted accordingly.
Customer: the organisation that uses the Services having paid the Supplier the Subscription Fees and is designated as the “Customer” in the Order Form.
Customer Cause: has the meaning given to it in clause 8.2.
Customer Data: the data (including any documentation) uploaded or otherwise inputted by the Customer, Authorised Users, and/or the Supplier on the Customer’s behalf to the Services and the Software for the purpose of using the Services and the Software or facilitating the Customer’s use of the Services and the Software.
Documentation: the document(s) and other materials made available to the Customer by the Supplier from time to time, or any other materials provided by the Supplier to the Customer which sets out a description of the Services and the Software and the user instructions for the Services.
Effective Date: the date described as the “Effective Date” in the Order Form.
Feedback Data: all suggestions, reviews, comments (whether oral or in writing) regarding or connected to the Services, the Software and/or the Documentation, provided by or on behalf of the Customer, including by any of the Authorised Users, from time to time.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
IPR Claim: has the meaning given to it in clause 12.1.
Leaver: any Authorised User that is:
(a) marked as a “leaver”;
(b) disabled; or
(c) deleted;
within or from (as the case may be) the Services and/or the Software by the Customer (including by Authorised Users and/or by the Supplier on the Customer’s behalf) from time to time, as further described in clause 4.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Minimum Authorised User Commitment: where the Customer is using the Services and the Software under a monthly subscription, the minimum number of Authorised Users that will incur Authorised User Fees during the Subscription Term, as set out in the Order Form, as further described in clause 4.2.
Module: the modularised features of the Software (as further described in the Documentation), set out in the Order Form, which may vary in accordance with clause 4.
Module Fees: where applicable to the Customer’s Subscription, the monthly fixed price(s) for the relevant Module(s) as set out in the Order Form or otherwise charged in accordance with clause 4 and clause 9.
Monthly Invoice Date: the fourth calendar day of each calendar month during the Subscription Term or any other date each calendar month agreed between the parties from time to time.
Open-Source Software: any software programs which are licensed under any form of open-source licence meeting the Open-Source Initiative’s open source definition from time to time.
Order Form: the Supplier’s order form which identifies, amongst other things, the Subscription Fees, the Modules and the Minimum Authorised User Commitment.
Permitted Purpose: has the meaning given to it in clause 11.4(a)
Platform: the Supplier’s (and/or any Provider’s) infrastructure and cloud computing platform and runtime environment, as more particular described in the Documentation.
Provider: any provider of backbone software or infrastructure to the Supplier that enables the Supplier to provide the Services and make available the Software to the Customer.
Representatives: has the meaning given in clause 11.2.
Provider Unavailability: any downtime or unavailability of any Provider to provide its services to the Supplier.
Set-Up Fee: the initial fee for the set-up of the Services and the Software, as indicated on the Order Form.
Services: the subscription services provided by the Supplier to the Customer under the Contract to access and use the Software.
Software: the Platform, the API and/or the online software application provided by the Supplier as part of the Services with the relevant Modules made available to the Customer by the Supplier (as applicable) in accordance with the Contract, as more particularly described in the Order Form and the Documentation, including any modifications made by the Supplier (including by its authorised representatives) to the same and including any updates, new releases or new versions.
Software Generated Data: any information, data or content generated, extracted or otherwise output to the Customer and/or any Authorised User by the Services and the Software in response to (and such equivalent terms) Customer Data or through the Customer’s use of the Services and the Software, for example, the reports, templates and similar materials generated through the Customer’s and/or any Authorised User’s use of the Services and the Software).
Subscription: the subscription purchase by the Customer from the Supplier which entitles Authorised Users to access the Services, the Software and the Documentation in accordance with the Contract.
Subscription Fees: the following fees (as applicable to the Customer’s Subscription):
(a) the Authorised User Fees; and
(b) the Module Fees; and
(c) the Set-Up Fee,
together with any additional charges agreed between the Customer and the Supplier pursuant to clause 9.7.
Subscription Term: the duration of the Contract, being from the Effective Date to the Contract End Date (inclusive).
Supplier: EVALU-8 SOFTWARE LIMITED incorporated and registered in England and Wales with the company number 10744465 and whose registered office is at Suit 49, Earl Business Centre, Dowry Street, Oldham, England, OL8 2PF.
Supplier’s DPA: the Supplier’s Data Processing Agreement available to the Customer online at the following link: https://evalu-8.com/dpa, as may be amended from time to time in accordance with the Contract.
Third Party Software: the software programs proprietary to third parties which are provided to the Customer by the Supplier in connection with the Contract (other than the Services and the Software) or are otherwise connected or integrated with the Services and the Software by the Customer and/or by the Supplier on the Customer’s behalf in accordance with clause 6, including any amendments, updates, modifications new versions and new releases made to the same, excluding the Services and the Software.
Usage Data: any information and/or data pertaining to how the Customer and/or its Authorised Users use, interact or otherwise employ the Services and/or the Software that is collected by the Software when it is used by the Customer and/or any Authorised User at any time during the Subscription Term, which the Supplier and/or any Provider may track or otherwise collect from the Customer and/or its Authorised Users.
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of Customer Data and/or the Services, and the term Vulnerabilities shall be interpreted accordingly.
1.2 Clause headings shall not affect the interpretation of these Conditions.
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 includes any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
1.6 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision.
1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.10 A reference to writing or written includes email.
1.11 References to clauses are to the clauses of these Conditions.
1.12 If there is an inconsistency between any provisions of these Conditions and the Order Form, these Conditions shall prevail.
2. Access rights and licence
2.1 Subject to the Customer paying the Subscription Fees and complying with the terms of the Contract:
(a) the Supplier hereby grants to the Customer a non-exclusive, non-transferable, revocable right and licence to access and use and permit its Authorised Users to access and use the Services, the Software and the Documentation, as the case may be, solely for the Customer’s internal business purposes; and
(b) subject to clause 6.4 and clause 6.7, the Supplier hereby grants to the Customer a non-exclusive, non-transferable, revocable right and licence to integrate the Services and the Software with Third Party Software in accordance with the Contract during the Subscription Term to facilitate the use of any Third Party Software with the Services and the Software. The Customer may grant sub-licences of the right and licence granted to the Customer by the Supplier in this clause 2.1(b) to the owners and/or licensors of the relevant Third Party Software solely to facilitate the right and licence granted to the Customer by the Supplier in this clause 2.1(b).
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) it and its Authorised Users shall keep any user account and password details confidential; and
(b) it will not allow or suffer any user account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services, the Software and/or the Documentation.
2.3 The Customer shall not (and shall procure that its Authorised Users shall not):
(a) access, store, distribute or transmit any Viruses or introduce any Vulnerabilities into the Services, the Software and/or the Supplier’s (or any Provider’s) network and information systems, or any material during the course of its use of the Services that:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(vi) 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 use the Services and/or the Software in the event that the Customer and/or any Authorised User breaches the provisions of this clause 2.3.
(b) 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 the Contract:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services and/or the Software;
(c) access all or any part of the Services, the Software and Documentation in order to build or improve a product or service which competes with the Services, the Software and/or the Documentation; or
(d) use the Services, the Software and/or the Documentation to provide services to third parties; or
(e) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Software and/or the Documentation available to any third party except the Authorised Users, or
(f) attempt to obtain, or assist third parties in obtaining, access to the Services, the Software and/or Documentation, other than as provided under this clause 2.
2.4 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.
2.5 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. The Services
3.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Software and the Documentation on and subject to the terms of the Contract.
3.2 After receiving confirmation that the Customer’s direct debit has been set up (in the case of monthly Subscriptions) or receiving the Customer’s initial payment of the Subscription Fees (in the case of an annual Subscription), the Supplier shall (and, in addition, at such relevant times subsequent during the Subscription Term) create a user account and password for the individual Authorised Users specified in writing by the Customer.
3.3 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time;
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance; and
(c) where the Services and/or the Software is/are unavailable as a result of any Provider Unavailability.
3.4 The Supplier shall be entitled to make changes to the Services, the Software and/or Documentation provided such changes do not adversely affect the Services, the Software and/or the Documentation in any material respect, and shall give written notice of such changes to the Customer as soon as reasonably practicable.
4. Adding or removing Authorised Users and additional Modules
4.1 In respect of Modules:
(a) the Customer may change its Subscription to one which offers additional Modules (where such additional Modules are being offered by the Supplier from time to time) beyond its current Subscription and the Supplier shall, by giving its written consent, make available the additional Modules at the price(s) specified by the Supplier from time to time at the written request of the Customer and the relevant additional Modules shall apply thereafter for the Subscription Term (and the Order Form shall be deemed to have been amended accordingly);
(b) If the Customer changes its Subscription in accordance with clause 4.1(a), the Subscription Fees payable by the Customer to the Supplier in accordance with clause 9 shall increase pro-rata to the level of the relevant Subscription Fee specified by the Supplier for the remainder of the Subscription Term, and:
(i) where the Customer pays for its Subscription on a monthly basis, such increase shall apply for the remainder of the Subscription Term (and the Order Form shall be deemed by the parties to have been amended accordingly);
(ii) where the Customer pays for its Subscription on an annual basis, the pro-rata increase shall be paid by the Customer in accordance with clause 9.5 (and the Order Form shall be deemed by the parties to have been amended accordingly),
unless the Customer subsequently changes its Subscription in accordance with this clause 4.1 in which case additional charges shall apply;
(c) the Customer may not change its Subscription to one which offers a lesser number of Modules than its current Subscription.
4.2 In respect of Authorised Users:
(a) where the Customer pays for its Subscription on a monthly basis, the Customer may add or remove Authorised Users (or request that the Supplier adds or removes) to or from (as the case may be) the Software from time to time during the Subscription Term. The Customer acknowledges and agrees that:
(i) additional Authorised Users will result in increased Authorised User Fees;
(ii) the Customer may make all the Authorised Users Leavers or reduce the number of Authorised Users by making them Leavers below the Minimum Authorised User Commitment, but the Authorised User Fees shall be, at a minimum, the price for the number of Authorised Users at the Minimum Authorised User Commitment even if the number of Authorised Users within the Software is below the Minimum Authorised User Commitment at any time;
(iii) the relevant Authorised Users must be made a Leaver prior to the relevant Monthly Invoice Date in order to be deemed a Leaver for the relevant billing month;
(b) where the Customer pays for its Subscription on an annual basis:
(i) the Customer may add or remove Authorised Users (or request that the Supplier adds or removes) to or from (as the case may be) the Software from time to time during the Subscription Term up to the Annual Authorised User Limit;
(ii) the Customer may, from time to time during the Subscription Term, request that the Supplier increases the Annual Authorised User Limit. Where the Supplier has agreed the Customer’s request pursuant to this clause 4.2(b)(ii) in writing, the Annual Authorised User Limit shall, upon the payment of the Supplier’s corresponding invoice issued in accordance with clause 9.5, increase to the limit requested by the Customer for the remainder of the Subscription Term (and the Order Form shall be deemed by the parties to have been amended accordingly);
(iii) if the Customer increases the Annual Authorised User Limit in accordance with clause 4.2(b)(ii) the Subscription Fees payable by the Customer to the Supplier in accordance with clause 9 shall increase pro-rata to the level of the relevant Subscription Fee for remainder of the Subscription Term (if the Customer’s Subscription Term is a year) or the remainder of the year (if the Customer’s Subscription Term is more than one year), and the pro-rata increase shall be paid by the Customer in accordance with clause 9.5; and
(iv) the Customer may not reduce the Annual Authorised User Limit at any time during the Subscription Term.
4.3 The Customer shall not be entitled to any refund, rebate or discount from the Supplier as a result of changing its Subscription.
5. Data protection
Both parties shall comply with the Supplier’s DPA in connection with the Supplier’s processing of any personal data on the Customer’s behalf, and the Supplier’s DPA is hereby incorporated into the Contract by reference.
6. Third Party Software
6.1 The Customer may, or the Supplier may on the Customer’s behalf (as applicable):
(a) use the API to integrate the Services and the Software with Third Party Software; or
(b) integrate Third Party Software with the Services and the Software,
in accordance with the right and licence granted to the Customer under clause 2.1(b).
6.2 The relevant Third Party Software that may be integrated with the Services and the Software is such Third Party Software that is approved of in writing by the Supplier from time to time.
6.3 The Supplier warrants that:
(a) it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract; and
(b) subject to clause 6.4, from time to time during the Subscription Term, the Services and the Software may be integrated with the Third Party Software approved by the Supplier in accordance with clause 6.2.
6.4 The Customer acknowledges and agrees that:
(a) the Services and the Software function fully and completely without being integrated with Third Party Software, and the availability of the Services and the Software is to integrate with Third Party Software is not a standard part of the Customer’s service offering and is facilitated by the Supplier for the convenience of the Customer;
(b) the Supplier has not and does not make any warranty, representation or guarantee in respect of the ability of the Services and the Software to integrate with any software owned by a third party;
(c) the Supplier is not required to approve any particular software owned by a third party so that it may integrated with the Services and the Software pursuant to clause 6.2;
(d) the Supplier may withdraw any approval given pursuant to clause 6.2 at any time immediately on written notice to the Customer (and such withdrawal shall not constitute a breach of the Contract by the Supplier); and
(e) the Customer shall not be entitled to any refund, rebate or discount from the Supplier as a result of the Supplier withdrawing any approval given pursuant to clause 6.2 unless the Customer has paid in advance for any charges agreed between the parties pertaining to the use of the Supplier’s API with the relevant Third Party Software, and in such circumstances the Supplier shall refund to the Customer any such charges paid in advance pro-rata from the date that the approval was withdrawn.
6.5 The Customer shall be and remain responsible for:
(a) entering into and complying with the terms of any contract with the owner and/or licensor of any Third Party Software (and any contract entered into and any transaction completed with any owner or licensor of any Third Party Software is between the Customer and the relevant third party, and not the Supplier); and
(b) the payment of all fees, charges and costs of its use of any Third Party Software.
6.6 The Customer acknowledges and agrees that the Supplier:
(a) has no responsibility for:
(i) liaising or negotiating with any owner or licensor of Third Party Software or any other third party connected with it, unless otherwise agreed in writing;
(ii) any failure or inability of the Services and/or the Software to integrate, or otherwise function correctly when integrated, with any Third Party Software unless such failure or inability is attributable to an act or omission of the Supplier;
(iii) any result, outcome, consequence or effect of Third Party Software whether or not such result, outcome, consequence or effect is connected with the Services and/or the Software; and
(iv) for any cessation of the Services and/or the Software’s integration with Third Party Software at the request, or as a consequence of any act or omission, of any owner or licensor of such Third Party Software (unless such request, act or omission is connected with any act or omission of the Supplier);
(b) does not make any representation, warranty or commitment in respect of or connected with Third Party Software.
7. Supplier’s obligations
7.1 The Supplier shall perform the Services and make available the Software substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The Supplier’s obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services and/or the Software contrary to the Supplier’s instructions or the Documentation, or modification or alteration of the Services and/or the Software by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services and/or the Software do not conform with the terms of clause 7.1, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3 The Supplier:
(a) does not warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free; or
(ii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
(iii) the Software or the Services will be free from Vulnerabilities or Viruses;
(b) 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.
7.4 The Contract 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 the Contract.
7.5 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at https://evalu-8.com/more/privacy_and_data/ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
8. Customer’s obligations
8.1 The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to the Contract; and
(ii) all necessary access to such information as may be required by the Supplier in a timely manner and ensure that such information is and remains accurate and complete;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;
(c) carry out all other Customer responsibilities set out in the Contract or agreed to between the parties in writing from time to time in a timely and efficient manner;
(d) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User’s breach of the Contract;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform its and/or their obligations under the Contract;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s (and any Provider’s) data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
8.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed as a result of any breach of the Contract by (or any other wrongful act or omission of) the Customer or any of its personnel, agents, consultants or other suppliers (including Authorised Users) (Customer Cause), the Supplier shall not be liable for any delay or non-performance of the Services or non-availability of the Software arising out of or otherwise attributable to the Customer Cause, and, without prejudice to any other right or remedy it may have, the Supplier shall be:
(a) allowed an extension of time to perform its obligations equal to the delay caused by the Customer Cause; and
(b) entitled to the payment of any sums despite its performance being prevented or delayed.
8.3 The Customer shall indemnify the Supplier in full against all liabilities, claims, actions, proceedings, demands, costs expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other professional costs and expenses) brought against, suffered or incurred by the Supplier arising out of or in connection with the Customer’s use of the Services, the Software, and/or the Documentation, save to the extent that such liabilities, claims, actions, proceedings, demands, costs expenses, damages and losses arose as a result of the Supplier’s wrongful acts or omissions.
9. Charges and payment
9.1 The Customer shall pay the Subscription Fees to the Supplier in accordance with this clause 9.
9.2 The Customer shall pay and be invoiced for the Subscription Fees in advance.
9.3 If the Customer elects (as indicated on the Order Form) to pay for the Subscription Fees on a monthly basis:
(a) the Customer must arrange for the Supplier’s invoice to be paid by direct debit from the Customer’s bank account and the Customer shall:
(i) set up a direct debit instruction in the form indicated on the Order Form on the Effective Date;
(ii) ensure that the Customer’s bank remains instructed to pay the Supplier’s invoices at all times until the termination of the Contract and for such time after as is necessary to pay all invoices to be raised by the Supplier and/or invoices that remain outstanding,
and, if the Customer breaches this clause 9.3(a) then, without prejudice to any other right or remedy available to the Supplier under the Contract or in law, the Customer shall:
(A) immediately set up a direct debit instruction to the Supplier unless otherwise agreed between the parties in writing; and
(B) pay the Supplier an administration fee of £50.
(b) in the Effective Date the Supplier shall raise an invoice for the Subscription Fees payable by the Customer in respect of the first month of the Subscription Term, as follows:
(i) the Authorised User Fees as at the Effective Date;
(ii) the Module Fees (if any) as at the Effective Date; and
(iii) the Set-Up Fee,
and the Customer shall pay such invoice by the due date stated on the invoice.
(c) thereafter, the Supplier shall on a recurring basis raise a monthly invoice for the Subscription Fees on the relevant Monthly Invoice Date and such invoice shall be paid by the Customer by the due date stated on the invoice;
(d) the Subscription Fees billed in the subsequent invoices referred to in clause 9.3(c) shall be for:
(i) the Authorised User Fees as at the relevant Monthly Invoice Date; and
(ii) the Module Fees as at the relevant Monthly Invoice Date.
9.4 If the Customer elects (as indicated on the Order Form) to pay for the Subscription Fees on an annual basis:
(a) the Authorised User Fees shall be calculated with reference to the Annual Authorised User Limit, charged in advance for the relevant Contract Year;
(b) the Module Fees (if any) shall be charged in advance for the relevant Contract Year;
(c) the Supplier shall raise an invoice in respect of the Authorised User Fees and Module Fees referred to in clause 9.4(a) and clause 9.4(b), together with the Set-Up Fee on the Effective Date and the Customer shall pay such invoice by the due date stated on the invoice. Thereafter, if applicable, the Customer shall be invoiced for the Authorised User Fees and Module Fees referred to in clause 9.4(a) and clause 9.4(b) (including, for the avoidance of doubt, any increased Authorised User Fees and/or Modules Fees pursuant to clause 4) at the commencement of each subsequent Contract Year during the Subscription Term and the Customer shall pay such invoice by the due date stated on the invoice.
9.5 Where the Customer purchases additional Modules and/or increases the Annual Authorised User Limit in accordance with clause 4, the Supplier shall raise an invoice for the pro-rata Authorised User Fees or Modules Fees as soon as possible following its written consent to such purchase or increase and the Customer shall pay such invoice by the due date stated on the invoice.
9.6 If the Supplier has not received payment after the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, on no less than 5 Business Days’ notice to the Customer and without liability to the Customer, disable the Customer’s (and any Authorised User’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. In addition, if the Services have been suspended in accordance with this clause 9.6(a), once all outstanding invoices have been paid the Customer shall in addition pay a reconnection fee of £50 to restore the Services which will be included in Supplier’s subsequent invoice; and
(b) 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 The parties may agree from time to time in writing on additional charges pertaining to the use of the Services and/or the Software (for example, API access or SMS charges). The Customer shall pay such charges on the terms agreed to by the parties.
9.8 All amounts and fees stated or referred to in the Contract:
(a) shall be payable in the currency specified by the Supplier;
(b) are non-cancellable and non-refundable;
(c) are exclusive of VAT, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
10. Intellectual Property Rights
10.1 In respect of the Services, the Software and the Documentation:
(a) the Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, the Software and the Documentation including:
(i) as a result of any development, design and/or integration work that the Supplier and/or its duly authorised contractors or agents may carry out for the Customer;
(ii) where any elements of the Services, the Software and the Documentation were developed as a result of or using the Usage Data, Feedback Data and any other of the Customer’s ideas, suggestions or other feedback supplied by the Customer and/or its Authorised Users, and
except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in any Intellectual Property Rights in respect of the Services, the Software and/or the Documentation;
(b) if a court of competent jurisdiction determines that the Customer has any Intellectual Property Rights in the Services, the Software and/or the Documentation, the Customer hereby assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to the Supplier;
(c) the Customer shall do and execute, and/or arrange for the doing and executing of, each necessary act, document and thing that the Supplier may consider necessary or desirable to perfect the right, title and interest of the Supplier and/or its licensors in and to the Intellectual Property Rights in the Services, the Software and the Documentation; and
(d) the Customer shall use reasonable endeavours to prevent any infringement of the Intellectual Property Rights in the Services, the Software and/or the Documentation and shall promptly report to the Supplier any such infringement that comes to its attention. In particular, the Customer shall ensure that each Authorised User, before starting to use the Services, is made aware that the Services, the Software and the Documentation are proprietary to the Supplier or third parties and that they may only be used in accordance with the Contract.
10.2 In respect of the Customer Data:
(a) the parties acknowledge and agree that the Customer and/or its licensors own any and all Intellectual Property Rights in the Customer Data;
(b) the Customer hereby grants the Supplier, or shall procure the direct grant to the Supplier of, a fully paid up, worldwide, non-exclusive, royalty-free licence in any and all Intellectual Property Rights in the Customer Data to use, copy and/or otherwise modify the Customer Data solely to perform the Services and make available the Software and the Documentation to the Customer on the terms of the Contract;
(c) the Customer:
(i) shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all the Customer Data;
(ii) warrants that the receipt and use of the Customer Data by the Supplier shall not infringe the rights, including any Intellectual Property Rights, of any third party;
(iii) shall indemnify the Supplier in full against all liabilities, claims, actions, proceedings, demands, costs expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other professional costs and expenses) brought against, suffered or incurred by the Supplier arising out of, or in connection with, the Supplier’s use of the Customer Data.
10.3 Without prejudice to clause 10.1, in respect of the Software Generated Data:
(a) the parties acknowledge and agree that all rights, title and interest in and to any Intellectual Property Rights in the Software
Generated Data shall, at the Effective Date, or (if later) on creation of the rights, vest in and belong to the Supplier and/or its licensors. The Customer hereby assigns (by way of present and, where appropriate, future assignment) all its Intellectual Property Rights in the Software Generated Data to the Supplier; and
(b) the Supplier grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence in any and all Intellectual Property Rights in the Software Generated Data to use, copy and/or modify it for the Customer’s internal business purposes.
10.4 In respect of the Usage Data and the Feedback Data:
(a) the parties acknowledge and agree that all rights, title and interest in and to any Intellectual Property Rights in the Usage Data and/or the Feedback Data shall, at the Effective Date or (if later) on creation of the rights, vest in and belong to the Supplier. The Customer hereby assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to the Supplier (and such Intellectual Property Rights may subsequently subsist in the Intellectual Property Rights within the Services, the Software and/or the Documentation);
(b) the Customer hereby waives all rights to be compensated or seek compensation for the Feedback Data and/or the Usage Data; and
(c) Usage Data and Feedback Data, even if marked confidential, will not create any confidentiality obligations on the Supplier unless the Supplier has otherwise agreed in writing.
10.5 This clause 10 shall remain in full force and effect in the event of any termination or expiry of the Contract.
11. Confidentiality
11.1 Confidential Information, without prejudice to clause 10.4(c), means all confidential information (however recorded or preserved) disclosed by a party and/or its Representatives to the other party and/or that party’s Representatives whether before or after the Effective Date in connection with the Contract, including any information that would be regarded as confidential by a reasonable business person relating to:
(a) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
(b) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs).
11.2 Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers (including, in the case of the Customer, its Authorised Users) from time to time.
11.3 The provisions of this clause 11 shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) the parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
11.4 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11 or applicable laws.
11.5 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
11.6 Nothing in this clause 11 shall prevent any person from:
(a) reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;
(b) doing or saying anything that is required by any regulator, ombudsman or supervisory authority;
(c) whether required by law or not, making a disclosure to, or co-operating with any investigation by, any regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);
(d) complying with an order from a court or tribunal to disclose or give evidence; and/or
(e) making a proper disclosure about the Contract or circumstances surrounding the Contract to professional advisers, such as legal or tax advisors and/or medical professionals and counsellors, who are bound by a duty of confidentiality.
11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Contract are granted to the other party, or to be implied from the Contract.
11.8 Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.
11.9 No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.10 Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.
11.11 Unless the Customer requests otherwise in writing, the Supplier may include the Customer’s name and logo in its marketing materials and on its website and disclose the fact that
the Customer uses or used (as the case may be) the Services and/or the Software.
11.12 This clause 11 shall remain in full force and effect during the Subscription Term and for 5 years after any termination or expiry of the Contract.
12. The Supplier’s Intellectual Property Rights indemnity
12.1 The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with use of the Services, Software or Documentation, provided that, if any third party makes a claim, or notifies an intention to make a claim against the Customer which may reasonably be considered likely to give rise to a liability under this indemnity (IPR Claim), the Customer:
(a) as soon as reasonably practicable, gives written notice of the IPR Claim to the Supplier, specifying the nature of the IPR Claim in reasonable detail;
(b) provides the Supplier with reasonable information, assistance and co-operation in responding to and defending the IPR Claim and gives the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier’s expense) for the purpose of assessing the IPR Claim;
(c) allows the Supplier, at the Supplier’s cost, to conduct all negotiations and proceedings in relation to the IPR Claim and to settle or compromise the IPR Claim, provided that the Supplier must not settle or compromise the IPR Claim without the prior written consent of the Customer (consent not to be unreasonably conditioned, withheld or delayed) unless it involves only the payment of money by the Supplier and includes a complete release of the Customer; and
(d) does not make any admission of liability, settlement or compromise in relation to the IPR Claim without the prior written consent of the Supplier (that consent not to be unreasonably conditioned, withheld or delayed);
12.2 Without prejudice to clause 12.3, in no event shall the Supplier be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services, the Software and/or Documentation by anyone other than the Supplier or its duly authorised contractors or agents; or
(b) in respect of, or otherwise connected or attributable to, any Customer Data;
(c) the Customer’s use of the Services, the Software and/or the Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(d) the Customer’s use of the Services, the Software and/or the Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority;
(e) caused or contributed to by the Customer’s use of the Software in combination with software or any Third Party Software not supplied or approved in writing by the Supplier; and
(f) the Customer’s breach of the Contract.
12.3 Notwithstanding any other provision in the Contract, clause 12.1 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession, use, development, modification or maintenance of any Third Party Software or Open-Source Software.
12.4 If use of the Services, the Software and/or the Documentation becomes, or, in the opinion of a UK lawyer of at least ten years call, is likely to become, the subject of any IPR Claim, the Supplier may:
(a) replace all or part of the Services, the Software and/or the Documentation with functionally equivalent software or documentation without any charge to the Customer;
(b) modify the Software as necessary to avoid such claim, provided that the Services, the Software and/or the Documentation (as amended) functions in substantially the same way as the Services, the Software and/or the Documentation before modification;
(c) procure for the Customer a licence from the relevant claimant to continue using the Services, the Software and/or the Documentation;
12.5 If:
(a) use of the Services, the Software and/or the Documentation is determined in a court of law to be infringing;
(b) the Supplier is advised by a lawyer qualified under the law applicable to the alleged infringement of at least ten years’ call that the Customer’s use of the Services, the Software and/or the Documentation in accordance with the Contract is likely to constitute infringement of a third party’s rights;
(c) an injunction or similar order is granted in connection with any claim falling within the scope of clause 12.1 which prevents or restricts the Customer’s use of the Services, the Software and/or the Documentation in accordance with the Contract,
and the Supplier is unable, after best efforts, to procure for the Customer the right to continue using the Services, the Software and/or the Documentation, or to provide the Customer with functionally equivalent non-infringing software and/or documentation, the Contract will be terminated.
12.6 Nothing in this clause 12 shall restrict or limit the Customer’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity set out in this clause 12.
13. Limitation of liability
13.1 The following definitions apply in this clause 13:
(a) liability: every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
(b) default: any act or omission resulting in one party incurring liability to the other.
13.2 The Customer assumes sole responsibility for results obtained from the use of the Services, the Software 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 Customer Data, 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.
13.3 Except as expressly and specifically provided in the Contract:
(a) 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 the Contract; and
(b) the Services, the Software and the Documentation are provided to the Customer on an “as is” basis.
13.4 Nothing in the Contract excludes or limits the liability of the Supplier for any liability that cannot be legally excluded or limited, including:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for fraud or fraudulent misrepresentation.
13.5 Subject to clause 13.4:
(a) the Supplier shall have no liability for any:
(i) loss of profits,
(ii) loss of business,
(iii) wasted expenditure,
(iv) depletion of goodwill and/or similar losses,
(v) loss or corruption of data or information, or
(vi) any special, indirect or consequential loss, costs, damages, charges or expenses;
(b) the Supplier’s total aggregate liability to the Customer in respect of all defaults shall not exceed the cap. If defaults committed in more than one Contract Year give rise to a single claim or a series of connected claims, the Supplier’s total liability for those claims shall not exceed the single highest annual cap for those Contract Years.
(c) in clause 13.5(b), the cap is the total Subscription Fees and any other charges paid to the Supplier by the Customer in the Contract Year in which the defaults occurred, or, if no Subscription Fees or any other charges have been paid by the Customer to the Supplier in any Contract Year, £1,000 (one thousand pounds sterling).
13.6 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
13.7 This clause 13 shall remain in full force and effect in the event of any termination of the Contract.
14. Term and termination
14.1 The Contract shall, unless otherwise terminated in accordance with its terms, commence (or be deemed to have commenced) on the Effective Date and shall continue until the Contract End Date when it shall automatically terminate.
14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
14.3 The Supplier shall be entitled to terminate the Contract immediately on written notice to the Customer if there is a Change of Control of the Customer.
14.4 On termination of the Contract for any reason:
(a) all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services, the Software and/or the Documentation;
(b) the Customer shall immediately pay any outstanding invoices or any other outstanding charges and interest to the Supplier;
(c) in respect of any Services for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately upon receipt;
(d) each party shall return and make no further use of any equipment, property, Confidential Information, Documentation and other items (and all copies of them) belonging to the other party;
(e) without prejudice to the Supplier’s DPA, the Supplier may destroy or otherwise dispose of any the Customer Data in its possession. For the avoidance of doubt, Customer Personal Data (as defined in the Supplier’s DPA) shall be deleted or returned in accordance with clause 11.2 of the Supplier’s DPA); and
(f) 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.
14.5 Any provision of the Contract which expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract, shall remain in full force and effect.
15. Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 1 month, the party not affected may terminate the Contract by giving not less than 5 Business Days’ written notice to the affected party.
16. Variation
16.1 The Supplier may vary the Contract from time to time on giving the Customer at least 1 calendar month’s notice in writing and the Customer shall have the opportunity to review the proposed variations within the relevant notice period (Review Period).
16.2 The Customer may accept the proposed variation by giving written notice to the Supplier at any time during the Review Period.
16.3 Subject to clause 16.4 and clause 16.5, if the Customer does not provide written notice of its acceptance of the proposed variation in accordance with clause 16.2, then the Customer’s continued use of the Services and/or the Software after the Review Period shall constitute the Customer’s acceptance of the variation.
16.4 The Customer may object to the proposed variation at any time during the Review Period by giving written notice to the Supplier.
16.5 If the Customer provides written notice of its objection to the proposed variation pursuant to clause 16.4, the Contract shall not be varied in accordance with clause 16.1.
16.6 No other variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.7 For the avoidance of doubt, the restriction set out in clause 16.6 shall not affect the operation of the relevant provisions in clause 4 and clause 9 which may vary the terms of the Contract (or their effect).
17. Waiver
17.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
18. Rights and remedies
Except as expressly provided in the Contract, the rights and remedies provided under the Contract 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 the Contract 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 the Contract.
19.2 If any provision or part-provision of the Contract 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 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
20.2 Each party acknowledges that in entering into the Contract 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 the Contract.
20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
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, mortgage, novate, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
21.2 The Supplier may at any time assign, mortgage, novate, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
22. No partnership or agency
Nothing in the Contract 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 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
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
24. Notices
24.1 Any notice given to a party under or in connection with the Contract shall be in writing and in the English language and shall be:
(a) delivered by commercial courier to its registered office (if a company) or its principal place of business (in any other case);
(b) sent by email to the other party at the email address set out below or such other email address as may be notified in writing by that party for such purposes from time to time:
(i) The Supplier: at the address stated in the Order Form.
(ii) The Customer: at the address stated in the Order Form.
24.2 A correctly addressed notice sent by commercial courier shall be deemed to have been received on signature of a delivery receipt or at the time the notice is left at the proper address. A notice delivered by email shall be deemed to have been received 1 Business Day after transmission (provided that no automated delivery failure notification is received by the sender).
24.3 This clause 24 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute.
25. Governing law
The Contract 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 interpreted 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 the Contract or its subject matter or formation (including non-contractual disputes or claims).