Terms of service

These Standard SAAS Terms and Conditions (these “TermsThese Standard SAAS Terms and Conditions (these “Terms”) are entered into by and between Kare Knowledgeware Ltd, a company incorporated and registered in England and Wales with company number 08585294 (“we”, “our”, “us” or “Kare Knowledgeware Ltd”) and the client (“you”, “your” or “Client”) set forth on the Order Form between you and us (“Order Form”) to govern your access to and use of our Platform (as defined below). These Terms, the Order Form and the SLA shall be collectively referred to as the “Contract”.

Please read these Terms carefully before you agree to the Order Form. We may amend these Terms from time to time as set out in Clause 17.2.

You may contact us by emailing us at support@karehq.co. If you wish to give us formal notice of any matter related to this Contract, please see Clause 25.

AGREED TERMS

Interpretation

1.1 The definitions and rules of interpretation in this Clause apply in these Terms:

Client Data: all data and information belonging to the Client and members of the Client’s group that is provided to us by you, your employees, agents and contractors (either manually or via data-feed, API, web service or other automated method) under or in connection with the Contract, including, but not limited to, Client Personal Data and the Client’s “knowledge base” of information required to execute Conversations.

Client Personal Data: all Client Data which is personal data.

Client Website or App: the website, app or other service (as is more precisely defined in an Order Form) that is owned and/or controlled by the Client and shall be used in conjunction with the Platform.

Confidential Information: any and all technical or non-technical information related to the past, current, or proposed operations, products, technology, services and business of such party (the “Discloser”) disclosed or otherwise made available in any manner by such party to the other party (the “Recipient”), or to which the Recipient may gain access in the performance of the Contract, whether disclosed orally, visually or through any tangible medium. Confidential Information may include, without limitation, trade secrets and proprietary information, data, techniques, sketches, drawings, specifications, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs and software source documents, customer lists, business forecasts, sales, and marketing plans and any other similar information or data.

Conversation: one or more automated messages between the Platform and a Client’s customer in relation to customer services.

Documentation: any documentation referred to or linked to in an Order Form which sets out additional information about the Platform or the user instructions for the Platform (if any).

Effective Date: the date the Order Form is executed by the parties, or such later commencement date as is specified in the Order Form.

Fees: the fees for using the Platform, as set out in the Order Form. Unless otherwise specified, all Fees are in British pounds exclusive of applicable taxes.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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.

Normal Business Hours: Monday to Friday from 9:00 a.m. to 5:00 p.m. local time based on the Client’s place of business.

Platform: the software-as-a-service customer service platform provided by Kare Knowledgeware Ltd and defined in the Order Form.

Service Level Agreement (SLA): our Service Level Agreement, as may be notified to you and updated from time to time.

Virus: any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program 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.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of the Contract. References to Clauses are to the Clauses of these Terms. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that entity’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract and shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision. A reference to writing or written includes email.

Structure

2.1 The following order of precedence shall apply to this Contract and the documents referred to in it: (a) the Clauses in these Terms; (b) each Order Form, save where provisions of these Terms are specifically disapplied or varied in the Order Form, in which case such special conditions shall take precedence to these Terms; and © the SLA.

2.2 Each Order Form: (a) shall be entered into by you and us; (b) forms a separate contract between the signatories; and © shall incorporate these Terms.

Platform

3.1 We shall provide the Platform and any associated Documentation to you on and subject to the terms of the Contract.

3.2 The terms of the SLA from time to time are incorporated into this Contract by reference and shall apply to your use of the Platform, subject to Clause 2.1.

3.3 We shall use commercially reasonable efforts to make the Platform available, except for unplanned or unscheduled maintenance, and shall provide the levels of support set out in the SLA.

3.4 We may, from time to time, alter or improve the Platform, provided that such alteration does not materially affect the functionality of the Platform.

3.5 You shall use commercially reasonable efforts to provide us with reasonable prior notice of any anticipated material increase in the volume of Conversations to be actioned by the Platform. If, following your delivery of such notice, we notify you that the operation of the Platform will be impacted by such increased volume, the parties will cooperate in good faith to resolve the problem.

Your Use of the Platform

4.1 Subject to your compliance with the terms of the Contract (including payment of the Fees), we hereby grant to you a non-exclusive, non-transferable right to use the Platform in conjunction with the Client Website or App during the term of the Order Form solely for your business operations.

4.2 We warrant to you that (i) we are the authorized licensor or legal and beneficial owner of all Intellectual Property Rights in the Platform and all bug fixes and updates made to the Platform on or after the Effective Date; (ii) nothing in the Platform, bug fixes, and updates infringes the Intellectual Property Rights of any third party, and (iii) we have the full power and authority to grant to you the rights and licenses related to the Platform and all such bug fixes and updates herein contemplated without the consent of any third party.

4.3 If providing Client Personal Data to us, or otherwise when using the Platform, you shall not, without limitation, direct the Platform to:

(a) send any messages, unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of such solicitation;

(b) send unsolicited messages obtained from any purchased or harvested lists in which the recipient did not provide the express written consent required by applicable law in the transmission of such messages;

(d) send messages that contain or link to pornographic or sexually explicit content, racially or ethnically objectionable content, content that directly or indirectly promotes the use of any illegal substances, content that violates laws or regulations designed to protect minors, or other content deemed to be offensive or inappropriate by us;

(e) send messages that contain material that infringes, misappropriates or violates any patent, trademark, trade secret, copyright, right of privacy or publicity or any other proprietary rights of any party;

(f) send messages that contain a Virus or any other code, program or file that could damage, harm, or otherwise disrupt the operation of anyone else’s computer or storage device, or violate the privacy or security of any individual, group or organization;

(g) perform or promote illegal activities or promote physical harm or injury against any individual, group or organization;

(h) impersonate, use the name of (without express permission) or misrepresent any individual, group or organization;

(i) violate any applicable laws or regulations or perform any activity that would cause us to violate any law, statute or regulation;

(j) transmit or otherwise make available any content that is false, harmful, threatening, abusive, tortious, defamatory, libelous, disparaging (including disparaging of us), vulgar, obscene, pornographic, or that promotes, furthers or incites violence, terrorism or illegal acts, or is otherwise objectionable (as reasonably determined by us);

(k) submit any copyrighted or trademarked materials without the express permission from the owner;

(l) solicit personal information from anyone under 13 years of age; or

(m) upload or transmit Viruses, Trojan horses or other harmful, disruptive or destructive files or post material that interferes with any third party’s uninterrupted use and enjoyment of the Platform.

4.4 This list of prohibitions provides examples and is not complete or exclusive. We reserve the right to terminate your access to your account or your ability to use the Platform if you violate these or similar prohibitions, in which case we shall provide you with two (2) days’ advance written notice.

4.5 Unless expressly permitted by the Contract, you shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) attempt to copy, modify, duplicate, create derivative works from, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or

(b) access all or any part of the Platform and associated Documentation (as applicable) in order to build a product or service which competes with the Platform;

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or any associated Documentation available to any third party; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Platform and/or any associated Documentation (as applicable), other than as provided under this Clause 4.

4.6 You shall use all commercially reasonable efforts to prevent any unauthorized access to, or use of, the Platform and/or any associated Documentation (as applicable) and, in the event of any such unauthorized access or use, promptly notify us.

Client Data

5.1 You shall familiarize yourself with and abide by all applicable laws and regulations and are solely responsible for all acts or omissions that occur under your account for use of the Platform. We are in no way attempting to interpret any laws, rules, or regulations for you and you are ultimately responsible to make your own informed decisions regarding your use of the Platform.

5.2 You represent, covenant and warrant that you shall use the Platform only in compliance with the Contract and all other applicable laws (including but not limited to, policies and laws related to privacy).

5.3 You shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.

5.4 We shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties subcontracted by us to perform services related to Client Data).

5.5 If we process any Client Personal Data as part of your use of the Platform, it is agreed that the intention shall be for you to be the data controller and for us to be a data processor and in any such case:

(a) you shall ensure that you are entitled to transfer the relevant Client Personal Data to us so that we may lawfully use, process and transfer the Client Personal Data in accordance with the Contract on your behalf;

(b) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation, and that such personal data is accurate and complete;

(d) you acknowledge and agree that the Client Personal Data may be transferred or stored outside the European Economic Area to the United States via the EU-US Privacy Shield Framework, or otherwise as selected by you on the Order Form;

(e) we shall process the Client Personal Data only in accordance with the Contract and any lawful instructions reasonably given by you from time to time; and

(f) each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the Client Personal Data or its accidental loss, destruction or damage.

5.6 You acknowledge and agree that the Platform, amongst other things, relies on artificial intelligence and deep-learning functionality and that such technology requires us to have ongoing access to, and the continued right to use, the Client Data in anonymized and aggregated form. You hereby grant us a non-exclusive, royalty-free, non-transferrable, sub-licensable, irrevocable, perpetual worldwide license to use the Client Data in anonymized and aggregated form for our business purposes.

Our obligations

6.1 We shall utilize the Platform to configure and execute Conversations in accordance with the terms and conditions of the Contract.

6.2 We undertake that the Platform will operate substantially in accordance with the Contract, and be configured with reasonable skill and care.

6.3 The undertaking at Clause 6.1 shall not apply to the extent of any nonconformance which is caused by your use of the Platform contrary to our instructions, or modification or alteration of the Platform by any party other than us or our duly authorized contractors or agents. If the Platform does not conform to the foregoing undertaking, we will, at our expense, use all commercially reasonable efforts to correct any such nonconformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in Clause 6.1. Notwithstanding the foregoing, we:

(a) do not warrant that your use of the Platform will be uninterrupted, timely, secure or error-free; and

(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the Internet, and you acknowledge that the Platform and any associated Documentation (as applicable) may be subject to limitations, delays and other problems inherent in the use of such communications facilities, including without limitation, geographical or topographical shortcomings in the network of any telecommunications network operator, network capacity, physical obstructions or atmospheric conditions and terms and conditions of your consumers’ telecommunication service providers.

6.4 In utilising the Platform, we shall:

(a) provide you with all necessary cooperation in relation to the Contract;

(b) obtain and maintain all licenses, consents and permissions necessary to enable us to comply with our obligations under the Contract; and

6.5 This Contract shall not prevent us 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.

Your Obligations

You shall:

(a) be provided with access to and use of the Platform in accordance with the terms and conditions of the Contract;

(b) pay us the Fees in accordance with the terms and conditions of the Contract;

(i)all necessary cooperation in relation to the Contract; and

(ii) all necessary access to such information as may be required by us in order to use the Platform, including but not limited to Client Data, security access information, and configuration services and to enable us to fulfill our obligations in these Terms and Order Forms as appropriate;

(d) comply with all applicable laws and regulations, as well as codes and guidelines issued by a competent body or authority, with respect to the use of the Platform under the Contract;

(e) obtain and maintain all necessary licenses, consents, and permissions necessary for us, our contractors and agents to perform the obligations under the Contract;

(f) participate in developing the Order Forms that will define your requirements of the Platform, and perform your duties as outlined in the Order Forms. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

(g) ensure that your employees, agents and contractors use the Platform and any associated Documentation in accordance with the Contract, including any and all user instructions for the Platform, and you shall be responsible for any breach of the Contract by any of your employees, agents and contractors;

(h) upon request, provide us with such information about your employees, agents and contractors as is reasonably required by us for the purposes of managing and enforcing our rights;

(i) maintain a written, up-to-date list of your employees, agents and contractors with access to the Platform:

(j) provide such list to us within five (5) days of our written request at any time; and

(k) take all reasonable steps to ensure that only your duly authorized employees, agents and contractors have access to and use of the Platform. If you are notified or become aware that an unauthorized third party has gained access to or used the Platform, you shall promptly notify us.

(l) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and

(m) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.

Payment of Fees

8.1 We shall invoice you for the Fees pursuant to the payment schedule set out in the Order Form, and you shall pay the amount set out in each invoice to us within 30 days after the date of such invoice.

8.2 If we have not received payment of an invoice within 30 days after the due date, and without prejudice to any of our other rights and remedies we may, without liability to you, disable your use of and access to the Platform (including all your employees, agents and contractors), and we shall be under no obligation to provide use of or access to the Platform while the invoice(s) concerned remain unpaid.

8.3 All amounts and fees stated or referred to in the Contract: (a) shall be payable in the currency specified in the Order Form; (b) are non-cancellable and non-refundable; © are exclusive of value-added and other taxes, which shall be added to our invoice(s) at the appropriate rate; and (d) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.4 You will pay or reimburse us for all relevant taxes that we are required to collect on the provision of services to you under these Terms, it being understood that this obligation is without prejudice to any statutory obligation that either party may owe to a taxing authority. In the event that we are subject to audit by any taxing authority and we shall not have collected taxes from you, you shall provide us with documentary evidence that you have paid the relevant taxes to the relevant taxing authority. We are hereby authorized to share such documentary evidence with relevant taxing authorities.

8.5 We shall be entitled to increase the Fees on the anniversary of the Effective Date, provided such percentage increase does not exceed that of the Consumer Price Index, as published by the Office for National Statistics (or any successor thereto). Invoices for use of the Platform will be adjusted on a pro rata basis (as necessary).

Proprietary Rights

9.1 You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights related to the Platform and any associated Documentation. Except as expressly stated herein, the Contract does not grant you any rights to, or in, our Confidential Information, Intellectual Property Rights or any other rights or licenses in respect of the Platform and any associated Documentation.

9.2 Neither party shall represent that it has ownership of the other party’s trademarks or at any time do, or cause to be done, any act or thing contesting, or in any way impairing the other party’s right, title, and interest in such trademarks, whether or not they are registered in the jurisdictions in which the party is located or does business.

9.3 We confirm that we have all the rights in relation to the Platform and any associated Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of the Contract.

Confidentiality

10.1 The Recipient will hold in confidence and, without the consent of the Discloser, except as permitted by Clause 10.2, will not use, reproduce, distribute, transmit, or disclose directly or indirectly, the Confidential information of the Discloser. The Recipient shall not remove any proprietary notices of the Discloser from Confidential Information.

10.2 The Recipient may disclose the Discloser’s Confidential Information: (a) to its employees, officers, contractors, representatives, attorneys, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Each party shall ensure that persons to whom it discloses the other party’s confidential information comply with this Clause 10 and shall be at all times liable for the failure of any such persons to comply with the obligations set out in this Clause 10. Without limiting the foregoing, the Recipient agrees that it will exercise at least the same standard of care in protecting the confidentiality of the Discloser’s Confidential Information as it does with its own Confidential Information of a similar nature.

10.3 Confidential Information shall not include information if, and only to the extent that, the Recipient establishes that the information: (a) is or becomes a part of the public domain through no act or omission of the Recipient; (b) was in the Recipient’s lawful possession prior to the disclosure and had not been obtained by the Recipient either directly or indirectly from the Discloser; © is lawfully disclosed to the Recipient by a third party that is not subject to any confidentiality requirement at the time it is received by the Recipient without reference to the Confidential Information; (d) is independently developed by the Recipient; or (e) is disclosed by the Recipient pursuant to a requirement of a governmental agency or by operation of law, provided that the Recipient shall disclose only that part of the Confidential Information which it is required to disclose and shall notify the Discloser promptly after receiving notice from such agency and prior to such disclosure in order to permit the Discloser to attempt to prevent or restrict such disclosure should it so elect. No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

Indemnification

11.1 You shall defend and hold harmless us and our affiliates, officers, directors, employees, agents, successors and assigns (each, a “Kare Knowledgeware Ltd Indemnitee”) from and against any and all liabilities, damages, losses, costs and expenses (including legal expenses) suffered or incurred by any Kare Knowledgeware Ltd Indemnitee, to the extent such losses arise from any third party or governmental claim, action, or proceeding arising out of or in connection with your use of the Platform and any associated Documentation under the Contract or alleging that: (i) any Client Data infringes any Intellectual Property Rights or right in Confidential Information; (ii) the Platform infringes any Intellectual Property Rights or right in Confidential Information arising from your unauthorized modification or combination of the Platform with a product or service not authorized by us to be combined with the Platform, or unintended or unauthorized use where the Platform would not have infringed absent such modification or combination or use of the Platform in a manner not authorized or intended hereunder; or (iii) a breach by you in Clause 4 involving a violation of applicable law, provided that we provide you with written notice of the suit, claim or proceeding, demanding or seeking such damages and provide you with information, cooperation and assistance necessary to enable you to defend such suit, claim, or proceeding in a timely fashion. We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with us in the defense of such matter, including payment for any and all losses, liabilities, expenses, damages and costs, including reasonable legal fees and court costs.

11.2 If all or any material part of the Platform is, or in our opinion, may become the subject of an infringement claim, we may at our own expense promptly (i) replace the Platform with a compatible, functionally equivalent, non-infringing alternative, (ii) modify or take other action so that the Platform provides you with the same function or benefit without infringing upon the rights of any third party, (iii) procure the right for you to continue accessing and using the Platform, or, (iv) discontinue the use of and access to the Platform and reimburse you for any payment made in advance for such discontinued use of and access to the Platform that cannot be delivered, all without any additional cost to you, and in our sole and absolute discretion.

11.3 The indemnification obligations of this Clause survive termination of this Contract.

Disclaimer of Warranties

12.1 The Platform and any associated Documentation are provided “as is” and to the fullest extent permissible by law we hereby disclaim all warranties, whether express, implied, statutory or other and we specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties arising from course of dealing, usage or trade practice.

12.2 Except in relation to death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by applicable law, in no event will we be liable to you or any third party for any use, interruption, delay or inability to use the platform, lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information.

Limitation of Liability

13.1 Except in relation to death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by applicable law, in no event will our collective aggregate liability under or in connection with this Contract or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, exceed the total amount paid and payable by you to us during the twelve-month period preceding the event giving rise to the claim, even if a party has been notified of the possibility or likelihood of such damages occurring.

13.2 Except in relation to death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by applicable law, in no event will we be liable for any consequential, indirect, exemplary, special or punitive damages, whether arising out of or in connection with this agreement, breach of contract, tort (including negligence), strict liability or otherwise, regardless of whether such damages were foreseeable and whether or not the Client was advised of the possibility of such damages.

13.3 Each party acknowledges and agrees that the provisions of this contract allocate the risks between us and you.

Term and Termination

14.1 These Terms shall commence on the Effective Date and will remain in full force and effect until expiration or termination of all Order Forms entered into between the parties.

14.2 The term of each Order Form developed under the Contract, including the period for which the term shall automatically renew, shall be defined in the appropriate Order Form.

14.3 After the expiration of 12 months following the Effective Date, unless otherwise specified in the Order Form and without affecting any other right or remedy available to it, either party may terminate these Terms and any Order Form(s), for any reason or no reason, upon delivery of written notice to the other party of not less than ninety (90) days’ prior written notice.

14.4 Without affecting any other right or remedy available to it, either party may terminate these Terms and any Order Form, with immediate effect, by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms 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 these Terms, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

© the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;

(d) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction. To the extent permitted by applicable law, these Terms shall automatically terminate without notice in the event that (i) a receiver, trustee, liquidator, administrator, administrative receiver or a similar person should be appointed for either party or its property, (ii) either party should become insolvent or unable to pay its debts as they mature or cease to pay its debts as they mature in the ordinary course of business, or makes an assignment for the benefit of creditors, (iii) any proceedings should be commenced against either party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof, or (iv) either party should be liquidated or dissolved.

(e) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(f) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfill its obligations under these Terms has been placed in jeopardy.

14.5 Upon termination of this Contract for any reason, we reserve the right to delete Client Data on our systems within [28 days] of the date of termination. Client may notify us in writing within [21 days] to request a copy of Client Data on our systems prior to its deletion. Client shall bear the full cost associated with providing such copy of Client Data.

14.6 In the event any applicable law or regulation is implemented or modified with the effect that it is no longer commercially viable or possible for us to provide you with access to or use of the Platform, without affecting any other right or remedy available to us, we may terminate these Terms with immediate effect upon giving 14 days’ written notice to you.

14.7 On termination of the Terms for any reason:

(a) all licenses granted to you under these Terms shall immediately terminate;

(b) we shall cease to provide you with use of or access to the Platform;

© each party shall return and make no further use of any equipment, property, Documentation (as applicable), Confidential Information and other items (and all copies of them) belonging to the other party, save that we shall be entitled to retain and use any aggregated and anonymized data for our business purposes;

(d) all outstanding sums payable by you to us under these Terms will become immediately due and payable;

(e) we may destroy or otherwise dispose of any of the Client Data in our possession unless:

(i) the Client Data is used by the Platform in relation to another Order Form between you and us then in force at the date of termination; or

(ii) we receive, no later than ten days after the effective date of termination, a written request for the delivery to you of the then-most-recent back-up of the Client Data. We shall use commercially reasonable efforts to deliver the back-up to you within 30 days of our receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination);

(f) you shall pay all reasonable expenses incurred by us in returning or disposing of Client Data; and

(g) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages which existed at or before the date of termination, shall not be affected or prejudiced. We will refund to you the pro-rated amount of any and all fees prepaid by you in respect of any periods of time which are after the date of such expiration or termination except for any non-refundable third-party costs incurred by us with your prior consent or pursuant to the requirements of any Order Forms.

(h) Termination of these Terms shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve either party of its obligations to pay all undisputed Fees that are owed under these Terms as of the date of termination. Each party shall reasonably cooperate with the other party and shall take any action reasonably requested by such other party for the purpose of performing or satisfying obligations to be performed or satisfied hereunder following the expiration or termination of these Terms.

Force Majeure

We shall not be in breach of the Contract, or be liable for delay in performing, or failure to perform, any of our obligations under the Contract if such delay or failure result from events, circumstances or causes beyond our reasonable control, provided that you are promptly notified of such an event and its expected duration. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one month, you may terminate the Contract by giving five (5) days’ written notice to us.

Marketing Rights

In consideration for our provision of the Platform and any associated Documentation, you hereby grant us a non-exclusive, worldwide, irrevocable and royalty-free license to use your trade mark and trading name (or that of the particular business division which will use the Platform (as applicable)) and to refer to your use of the Platform in our sales and promotion material for the duration of the term of the Contract and five (5) years thereafter.

Variation

17.1 No variation of the Order Form shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

17.2 We have the right to revise these Terms from time to time. If we make any material changes to these Terms as they apply to the Order Form during the term of this Contract, we will provide you with no less than ten (10) days’ notice of the changes. Your use of the Platform after the effective date of the new terms and conditions will constitute your acceptance of the same. If you do not wish to continue using the Platform under the new terms and conditions, you may terminate the Contract.

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

Rights and Remedies

The parties acknowledge that (i) any use or threatened use by you of the Platform in a manner inconsistent with the Contract, (ii) any use or threatened use by us of Client Data in a manner inconsistent with the Contract, or (iii) any misuse by one party of the other party’s Confidential Information, may cause immediate irreparable harm for which there may be no adequate remedy at law. Accordingly, the parties agree that the non-breaching party shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach. The parties agree and stipulate that the party seeking such relief shall be entitled to such injunctive relief without posting a bond or other security. 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.

Severance

19.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Entire Agreement

20.1 The Contract and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

20.2 Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

Assignment

21.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.

21.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract, provided that we give you prior written notice of such dealing.

No Partnership or Agency

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

Third-Party Rights

No one other than a party to the Contract and their successors and permitted assignees shall have any right to enforce any of its terms.

Notices

24.1 Any notice required to be given under the Contract shall be in writing and shall be either: (i) delivered by hand; (ii) sent by prepaid first-class post or recorded delivery post to the other party at its address set out in the Order Form or such other address as may have been notified by that party for such purposes; (iii) sent by fax to the other party’s fax number as set out in the Order Form or such other fax number as may have been notified by that party for such purposes; or (iv) sent by email to the other party’s contact email address as set out in the Order Form or such other email address as may have been notified by that party for such purposes.

24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9:00 a.m. on the first day following delivery). A correctly addressed notice sent by prepaid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax or email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

Governing Law; Jurisdiction

25.1 In the event that any dispute may arise under or in connection with the Contract, which is not settled between our commercial department and your appropriate representative, the parties shall first seek to resolve the dispute by negotiations between senior executives who have authority to settle the controversy. When a party believes there is a dispute relating to the Contract or any Order Form, the party will give the other party written notice of the dispute. The senior executives shall meet at a mutually acceptable time and place within fifteen (15) day after the date of the notice to exchange relevant information and to attempt to resolve the dispute.

25.2 All offers, promises, conduct and statements, whether written or oral, made in the course of the negotiations by any of the parties, their agents, employees, experts and attorneys, are confidential, privileged and inadmissible for any purpose, including impeachment, in any proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

25.3 If a dispute has not been resolved within sixty (60) days after the original notice of a dispute, or if a party hereto in good faith believes that the dispute cannot be settled amicably between the parties within a sixty (60) day period, then either party may seek to have the dispute resolved by a court of competent jurisdiction pursuant to Clause 26.4.

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

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