Terms and conditions
Services and support
Services and support
Services and support
1.1
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Schedule 2. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.1
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Schedule 2. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.1
Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Schedule 2. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2
Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set out in Schedule 3.
1.2
Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set out in Schedule 3.
1.2
Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set out in Schedule 3.
Restrictions and responsibilities
Restrictions and responsibilities
Restrictions and responsibilities
Restrictions and responsibilities
2.1
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.1
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.1
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.1
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2
With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2
With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2
With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2
With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.3
Customer hereby undertakes to the Company that Customer will use the Services solely:
under Customer’s own name and logo, with Customer’s authorisation or reference number with the United Kingdom Financial Conduct Authority (“FCA”) (or the equivalent regulatory authority in any applicable jurisdiction in which the Services are to be provided) clearly visible to customers or clients of Customer; and
in compliance with such of the Company’s standard published policies as may be notified to it by Company from time to time and all applicable laws and regulations.
2.3
Customer hereby undertakes to the Company that Customer will use the Services solely:
under Customer’s own name and logo, with Customer’s authorisation or reference number with the United Kingdom Financial Conduct Authority (“FCA”) (or the equivalent regulatory authority in any applicable jurisdiction in which the Services are to be provided) clearly visible to customers or clients of Customer; and
in compliance with such of the Company’s standard published policies as may be notified to it by Company from time to time and all applicable laws and regulations.
2.3
Customer hereby undertakes to the Company that Customer will use the Services solely:
under Customer’s own name and logo, with Customer’s authorisation or reference number with the United Kingdom Financial Conduct Authority (“FCA”) (or the equivalent regulatory authority in any applicable jurisdiction in which the Services are to be provided) clearly visible to customers or clients of Customer; and
in compliance with such of the Company’s standard published policies as may be notified to it by Company from time to time and all applicable laws and regulations.
2.3
Customer hereby undertakes to the Company that Customer will use the Services solely:
under Customer’s own name and logo, with Customer’s authorisation or reference number with the United Kingdom Financial Conduct Authority (“FCA”) (or the equivalent regulatory authority in any applicable jurisdiction in which the Services are to be provided) clearly visible to customers or clients of Customer; and
in compliance with such of the Company’s standard published policies as may be notified to it by Company from time to time and all applicable laws and regulations.
2.4
Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4
Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4
Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4
Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.5
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.5
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.5
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.5
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.6
Each of Customer and Company acknowledges and agrees that any Customer Data and/or personal data from customers or clients of Customer will be stored in the United Kingdom and may be processed and/or analysed using engines hosted on servers outside of the European Economic Area.
2.6
Each of Customer and Company acknowledges and agrees that any Customer Data and/or personal data from customers or clients of Customer will be stored in the United Kingdom and may be processed and/or analysed using engines hosted on servers outside of the European Economic Area.
2.6
Each of Customer and Company acknowledges and agrees that any Customer Data and/or personal data from customers or clients of Customer will be stored in the United Kingdom and may be processed and/or analysed using engines hosted on servers outside of the European Economic Area.
2.6
Each of Customer and Company acknowledges and agrees that any Customer Data and/or personal data from customers or clients of Customer will be stored in the United Kingdom and may be processed and/or analysed using engines hosted on servers outside of the European Economic Area.
Confidentiality; Proprietary rights
Confidentiality; Proprietary rights
Confidentiality; Proprietary rights
Confidentiality; Proprietary rights
3.1
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was lawfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.1
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was lawfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.1
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was lawfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.1
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was lawfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2
Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants to Company an irrevocable, royalty-free, worldwide and non-exclusive license to the use of the Customer Data, to the extent necessary for the provision of the Services and the activities contemplated in section 3.4 herein.
3.2
Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants to Company an irrevocable, royalty-free, worldwide and non-exclusive license to the use of the Customer Data, to the extent necessary for the provision of the Services and the activities contemplated in section 3.4 herein.
3.2
Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants to Company an irrevocable, royalty-free, worldwide and non-exclusive license to the use of the Customer Data, to the extent necessary for the provision of the Services and the activities contemplated in section 3.4 herein.
3.2
Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants to Company an irrevocable, royalty-free, worldwide and non-exclusive license to the use of the Customer Data, to the extent necessary for the provision of the Services and the activities contemplated in section 3.4 herein.
3.3
Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) any data that is based on or derived from the Customer Data and provided to Customer as part of the Services (“Secondary Information”), and (d) all intellectual property rights related to any of the foregoing.
3.3
Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) any data that is based on or derived from the Customer Data and provided to Customer as part of the Services (“Secondary Information”), and (d) all intellectual property rights related to any of the foregoing.
3.3
Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) any data that is based on or derived from the Customer Data and provided to Customer as part of the Services (“Secondary Information”), and (d) all intellectual property rights related to any of the foregoing.
3.3
Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, (c) any data that is based on or derived from the Customer Data and provided to Customer as part of the Services (“Secondary Information”), and (d) all intellectual property rights related to any of the foregoing.
3.4
Notwithstanding anything to the contrary in this Agreement, Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and Secondary Information), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.4
Notwithstanding anything to the contrary in this Agreement, Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and Secondary Information), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.4
Notwithstanding anything to the contrary in this Agreement, Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and Secondary Information), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.4
Notwithstanding anything to the contrary in this Agreement, Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and Secondary Information), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Payment of fees
Payment of fees
Payment of fees
Payment of fees
4.1
Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right (acting reasonably) to change the Fees or applicable charges to reasonable level and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term in accordance with the Company’s pricing policy applicable in respect of the Company’s other customers, upon thirty (30) days prior notice to the Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.1
Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right (acting reasonably) to change the Fees or applicable charges to reasonable level and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term in accordance with the Company’s pricing policy applicable in respect of the Company’s other customers, upon thirty (30) days prior notice to the Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.1
Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right (acting reasonably) to change the Fees or applicable charges to reasonable level and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term in accordance with the Company’s pricing policy applicable in respect of the Company’s other customers, upon thirty (30) days prior notice to the Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.1
Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right (acting reasonably) to change the Fees or applicable charges to reasonable level and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term in accordance with the Company’s pricing policy applicable in respect of the Company’s other customers, upon thirty (30) days prior notice to the Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.2
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company seven (7) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than any applicable taxes on Company’s net income properly payable by Company.
4.2
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company seven (7) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than any applicable taxes on Company’s net income properly payable by Company.
4.2
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company seven (7) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than any applicable taxes on Company’s net income properly payable by Company.
4.2
Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company seven (7) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than any applicable taxes on Company’s net income properly payable by Company.
Term and termination
Term and termination
Term and termination
Term and termination
5.1
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party terminates the Agreement by giving to the other party at least thirty (30) days’ written notice prior to the end of the then-current term.
5.1
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party terminates the Agreement by giving to the other party at least thirty (30) days’ written notice prior to the end of the then-current term.
5.1
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party terminates the Agreement by giving to the other party at least thirty (30) days’ written notice prior to the end of the then-current term.
5.1
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party terminates the Agreement by giving to the other party at least thirty (30) days’ written notice prior to the end of the then-current term.
5.2
Notwithstanding any other provision of this Agreement, if at any time Customer ceases or is reasonably likely to cease to be either:
a person who is an authorised person for the purposes of the Financial Services and Markets Act 2000 (as amended) or who holds an equivalent authorisation to provide financial and/or investment advice to customers or clients of Customer as may be required in each jurisdiction in which it carries on business (an “Authorised Person”); or
a person who is an appointed representative of an Authorised Person within the meaning of the Financial Services and Markets Act 2000 (Appointed Representatives) Regulations 2001 (as amended) or who holds such equivalent status in relation to an Authorised Person as may be required to permit Customer to provide financial and/or investment advice to customers or clients of Customer in each jurisdiction in which Customer carries on its business (an “Appointed Representative”),
then Company may at its absolute discretion suspend the provision of the Services and/or terminate this Agreement with immediate effect by giving written notice to Customer.
5.2
Notwithstanding any other provision of this Agreement, if at any time Customer ceases or is reasonably likely to cease to be either:
a person who is an authorised person for the purposes of the Financial Services and Markets Act 2000 (as amended) or who holds an equivalent authorisation to provide financial and/or investment advice to customers or clients of Customer as may be required in each jurisdiction in which it carries on business (an “Authorised Person”); or
a person who is an appointed representative of an Authorised Person within the meaning of the Financial Services and Markets Act 2000 (Appointed Representatives) Regulations 2001 (as amended) or who holds such equivalent status in relation to an Authorised Person as may be required to permit Customer to provide financial and/or investment advice to customers or clients of Customer in each jurisdiction in which Customer carries on its business (an “Appointed Representative”),
then Company may at its absolute discretion suspend the provision of the Services and/or terminate this Agreement with immediate effect by giving written notice to Customer.
5.2
Notwithstanding any other provision of this Agreement, if at any time Customer ceases or is reasonably likely to cease to be either:
a person who is an authorised person for the purposes of the Financial Services and Markets Act 2000 (as amended) or who holds an equivalent authorisation to provide financial and/or investment advice to customers or clients of Customer as may be required in each jurisdiction in which it carries on business (an “Authorised Person”); or
a person who is an appointed representative of an Authorised Person within the meaning of the Financial Services and Markets Act 2000 (Appointed Representatives) Regulations 2001 (as amended) or who holds such equivalent status in relation to an Authorised Person as may be required to permit Customer to provide financial and/or investment advice to customers or clients of Customer in each jurisdiction in which Customer carries on its business (an “Appointed Representative”),
then Company may at its absolute discretion suspend the provision of the Services and/or terminate this Agreement with immediate effect by giving written notice to Customer.
5.2
Notwithstanding any other provision of this Agreement, if at any time Customer ceases or is reasonably likely to cease to be either:
a person who is an authorised person for the purposes of the Financial Services and Markets Act 2000 (as amended) or who holds an equivalent authorisation to provide financial and/or investment advice to customers or clients of Customer as may be required in each jurisdiction in which it carries on business (an “Authorised Person”); or
a person who is an appointed representative of an Authorised Person within the meaning of the Financial Services and Markets Act 2000 (Appointed Representatives) Regulations 2001 (as amended) or who holds such equivalent status in relation to an Authorised Person as may be required to permit Customer to provide financial and/or investment advice to customers or clients of Customer in each jurisdiction in which Customer carries on its business (an “Appointed Representative”),
then Company may at its absolute discretion suspend the provision of the Services and/or terminate this Agreement with immediate effect by giving written notice to Customer.
5.3
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranties, disclaimers, and limitations of liability.
5.3
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranties, disclaimers, and limitations of liability.
5.3
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranties, disclaimers, and limitations of liability.
5.3
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranties, disclaimers, and limitations of liability.
5.4
Customer will pay in full for the Services up to and including the last day on which the Services are provided.
5.4
Customer will pay in full for the Services up to and including the last day on which the Services are provided.
5.4
Customer will pay in full for the Services up to and including the last day on which the Services are provided.
5.4
Customer will pay in full for the Services up to and including the last day on which the Services are provided.
Warranty and disclaimer
Warranty and disclaimer
Warranty and disclaimer
Warranty and disclaimer
6.1
Each party to the Agreement warrants to each of the other parties that:
it has the power and authority to enter into and perform its obligations under this Agreement;
when executed, its obligations under this Agreement will be binding on it; and
execution and delivery of, and performance by it of its obligations under this Agreement will not result in any breach of applicable law.
6.1
Each party to the Agreement warrants to each of the other parties that:
it has the power and authority to enter into and perform its obligations under this Agreement;
when executed, its obligations under this Agreement will be binding on it; and
execution and delivery of, and performance by it of its obligations under this Agreement will not result in any breach of applicable law.
6.1
Each party to the Agreement warrants to each of the other parties that:
it has the power and authority to enter into and perform its obligations under this Agreement;
when executed, its obligations under this Agreement will be binding on it; and
execution and delivery of, and performance by it of its obligations under this Agreement will not result in any breach of applicable law.
6.1
Each party to the Agreement warrants to each of the other parties that:
it has the power and authority to enter into and perform its obligations under this Agreement;
when executed, its obligations under this Agreement will be binding on it; and
execution and delivery of, and performance by it of its obligations under this Agreement will not result in any breach of applicable law.
6.2
The Parties warrant to each other, in their respective capacity as the Disclosing Party, that each have the right to disclose their Proprietary Information to the Receiving Party and to authorise (by entering into this Agreement) the Receiving Party to use the same for the purposes set out herein.
6.2
The Parties warrant to each other, in their respective capacity as the Disclosing Party, that each have the right to disclose their Proprietary Information to the Receiving Party and to authorise (by entering into this Agreement) the Receiving Party to use the same for the purposes set out herein.
6.2
The Parties warrant to each other, in their respective capacity as the Disclosing Party, that each have the right to disclose their Proprietary Information to the Receiving Party and to authorise (by entering into this Agreement) the Receiving Party to use the same for the purposes set out herein.
6.2
The Parties warrant to each other, in their respective capacity as the Disclosing Party, that each have the right to disclose their Proprietary Information to the Receiving Party and to authorise (by entering into this Agreement) the Receiving Party to use the same for the purposes set out herein.
6.3
Customer hereby warrants to Company that, as of the date of this Agreement, it is an Authorised Person or an Appointed Representative. Customer hereby undertakes to Company that it will inform Company as soon as reasonably practicable of any fact or circumstance which may result in it ceasing to be an Authorised Person or an Appointed Representative during the Term.
6.3
Customer hereby warrants to Company that, as of the date of this Agreement, it is an Authorised Person or an Appointed Representative. Customer hereby undertakes to Company that it will inform Company as soon as reasonably practicable of any fact or circumstance which may result in it ceasing to be an Authorised Person or an Appointed Representative during the Term.
6.3
Customer hereby warrants to Company that, as of the date of this Agreement, it is an Authorised Person or an Appointed Representative. Customer hereby undertakes to Company that it will inform Company as soon as reasonably practicable of any fact or circumstance which may result in it ceasing to be an Authorised Person or an Appointed Representative during the Term.
6.3
Customer hereby warrants to Company that, as of the date of this Agreement, it is an Authorised Person or an Appointed Representative. Customer hereby undertakes to Company that it will inform Company as soon as reasonably practicable of any fact or circumstance which may result in it ceasing to be an Authorised Person or an Appointed Representative during the Term.
6.4
Company undertakes to Customer that it shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
6.4
Company undertakes to Customer that it shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
6.4
Company undertakes to Customer that it shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
6.4
Company undertakes to Customer that it shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
6.5
IN PARTICULAR, CUSTOMER HEREBY IRREVOCABLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES BY CUSTOMER WILL NOT CONSTITUTE THE PROVISION BY COMPANY OF INVESTMENT AND/OR FINANCIAL ADVICE OR ANY OTHER REGULATED ACTIVITIES FOR THE PURPOSES OF THE RULES OF THE FCA (OR ANY EQUIVALENT REGULATORY AUTHORITY IN ANY JURISDICTION IN WHICH CUSTOMER OPERATES) FROM TIME TO TIME IN FORCE. CUSTOMER RETAINS ULTIMATE RESPONSIBILITY FOR ANY SERVICES PROVIDED TO A CUSTOMER OR CLIENT OF CUSTOMER.
6.5
IN PARTICULAR, CUSTOMER HEREBY IRREVOCABLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES BY CUSTOMER WILL NOT CONSTITUTE THE PROVISION BY COMPANY OF INVESTMENT AND/OR FINANCIAL ADVICE OR ANY OTHER REGULATED ACTIVITIES FOR THE PURPOSES OF THE RULES OF THE FCA (OR ANY EQUIVALENT REGULATORY AUTHORITY IN ANY JURISDICTION IN WHICH CUSTOMER OPERATES) FROM TIME TO TIME IN FORCE. CUSTOMER RETAINS ULTIMATE RESPONSIBILITY FOR ANY SERVICES PROVIDED TO A CUSTOMER OR CLIENT OF CUSTOMER.
6.5
IN PARTICULAR, CUSTOMER HEREBY IRREVOCABLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES BY CUSTOMER WILL NOT CONSTITUTE THE PROVISION BY COMPANY OF INVESTMENT AND/OR FINANCIAL ADVICE OR ANY OTHER REGULATED ACTIVITIES FOR THE PURPOSES OF THE RULES OF THE FCA (OR ANY EQUIVALENT REGULATORY AUTHORITY IN ANY JURISDICTION IN WHICH CUSTOMER OPERATES) FROM TIME TO TIME IN FORCE. CUSTOMER RETAINS ULTIMATE RESPONSIBILITY FOR ANY SERVICES PROVIDED TO A CUSTOMER OR CLIENT OF CUSTOMER.
6.5
IN PARTICULAR, CUSTOMER HEREBY IRREVOCABLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES BY CUSTOMER WILL NOT CONSTITUTE THE PROVISION BY COMPANY OF INVESTMENT AND/OR FINANCIAL ADVICE OR ANY OTHER REGULATED ACTIVITIES FOR THE PURPOSES OF THE RULES OF THE FCA (OR ANY EQUIVALENT REGULATORY AUTHORITY IN ANY JURISDICTION IN WHICH CUSTOMER OPERATES) FROM TIME TO TIME IN FORCE. CUSTOMER RETAINS ULTIMATE RESPONSIBILITY FOR ANY SERVICES PROVIDED TO A CUSTOMER OR CLIENT OF CUSTOMER.
6.6
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
6.6
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
6.6
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
6.6
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Indemnity
Indemnity
Indemnity
Indemnity
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United Kingdom [or European Union] patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United Kingdom [or European Union] patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United Kingdom [or European Union] patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United Kingdom [or European Union] patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
Limitation of liability
Limitation of liability
Limitation of liability
Limitation of liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND SAVE AS MAY OTHERWISE BE PROVIDED UNDER APPLICABLE LAW, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND SAVE AS MAY OTHERWISE BE PROVIDED UNDER APPLICABLE LAW, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND SAVE AS MAY OTHERWISE BE PROVIDED UNDER APPLICABLE LAW, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND SAVE AS MAY OTHERWISE BE PROVIDED UNDER APPLICABLE LAW, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Miscellaneous
Miscellaneous
Miscellaneous
Miscellaneous
9.1
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.1
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.1
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.1
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.2
This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent unless all or substantially all of the Customer’s business and/ or assets has been sold in which case such rights and obligations can be assigned or novated to the purchasing entity provided always that written notice of this fact is provided to the Company as soon as reasonably practicable prior to the consummation of the proposed assignment and/or novation. Company may transfer and assign any of its rights and obligations under this Agreement without the consent of Customer.
9.2
This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent unless all or substantially all of the Customer’s business and/ or assets has been sold in which case such rights and obligations can be assigned or novated to the purchasing entity provided always that written notice of this fact is provided to the Company as soon as reasonably practicable prior to the consummation of the proposed assignment and/or novation. Company may transfer and assign any of its rights and obligations under this Agreement without the consent of Customer.
9.2
This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent unless all or substantially all of the Customer’s business and/ or assets has been sold in which case such rights and obligations can be assigned or novated to the purchasing entity provided always that written notice of this fact is provided to the Company as soon as reasonably practicable prior to the consummation of the proposed assignment and/or novation. Company may transfer and assign any of its rights and obligations under this Agreement without the consent of Customer.
9.2
This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent unless all or substantially all of the Customer’s business and/ or assets has been sold in which case such rights and obligations can be assigned or novated to the purchasing entity provided always that written notice of this fact is provided to the Company as soon as reasonably practicable prior to the consummation of the proposed assignment and/or novation. Company may transfer and assign any of its rights and obligations under this Agreement without the consent of Customer.
9.3
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
9.3
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
9.3
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
9.3
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
9.4
This Agreement may be executed in counterparts each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. This Agreement may be delivered by the exchange of signed copy by email with a PDF copy attached, and any such version of the Agreement shall have the same force and effect as an originally signed version of Agreement.
9.4
This Agreement may be executed in counterparts each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. This Agreement may be delivered by the exchange of signed copy by email with a PDF copy attached, and any such version of the Agreement shall have the same force and effect as an originally signed version of Agreement.
9.4
This Agreement may be executed in counterparts each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. This Agreement may be delivered by the exchange of signed copy by email with a PDF copy attached, and any such version of the Agreement shall have the same force and effect as an originally signed version of Agreement.
9.4
This Agreement may be executed in counterparts each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. This Agreement may be delivered by the exchange of signed copy by email with a PDF copy attached, and any such version of the Agreement shall have the same force and effect as an originally signed version of Agreement.
9.5
This Agreement (including the Schedules hereto) (as such may be amended from time to time) contains the whole Agreement between the parties relating to the matters contemplated by this Agreement and supersedes all previous agreements and understandings between the parties relating to those matters. Nothing in this Agreement shall exclude liability for fraud.
9.5
This Agreement (including the Schedules hereto) (as such may be amended from time to time) contains the whole Agreement between the parties relating to the matters contemplated by this Agreement and supersedes all previous agreements and understandings between the parties relating to those matters. Nothing in this Agreement shall exclude liability for fraud.
9.5
This Agreement (including the Schedules hereto) (as such may be amended from time to time) contains the whole Agreement between the parties relating to the matters contemplated by this Agreement and supersedes all previous agreements and understandings between the parties relating to those matters. Nothing in this Agreement shall exclude liability for fraud.
9.5
This Agreement (including the Schedules hereto) (as such may be amended from time to time) contains the whole Agreement between the parties relating to the matters contemplated by this Agreement and supersedes all previous agreements and understandings between the parties relating to those matters. Nothing in this Agreement shall exclude liability for fraud.
9.6
No variation of this Agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
9.6
No variation of this Agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
9.6
No variation of this Agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
9.6
No variation of this Agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
9.7
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
9.7
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
9.7
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
9.7
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
9.8
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9.8
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9.8
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9.8
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9.9
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any suit, action or proceedings arising out of or in connection with this Agreement shall be brought in such courts. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
9.9
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any suit, action or proceedings arising out of or in connection with this Agreement shall be brought in such courts. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
9.9
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any suit, action or proceedings arising out of or in connection with this Agreement shall be brought in such courts. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
9.9
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any suit, action or proceedings arising out of or in connection with this Agreement shall be brought in such courts. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
SPARQ
© 2024
SPARQ TECH LTD. All rights reserved
SPARQ
© 2024
SPARQ TECH LTD. All rights reserved
SPARQ
© 2024
SPARQ TECH LTD. All rights reserved
SPARQ
© 2024
SPARQ TECH LTD. All rights reserved