Please ensure you read this information before accessing our services.

Background

The Supplier has developed certain services comprising of software platforms and applications relating to Architecture Infrastructure which it makes available to subscribers.

The Customer wishes to use the Supplier’s services in its internal business operations. The Supplier is willing to provide, and the Customer is willing to subscribe for, the Supplier’s services described herein pursuant to the terms and conditions hereof.

In consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the Parties agree as follows:

Interpretation

Capitalised terms not defined below shall have the meanings, and the rules of interpretation shall apply, as set forth in Appendix A (Interpretation) hereto.

Services

During the Subscription Term and subject to the terms hereof, the Supplier grants to the Customer a limited, non-exclusive, non-transferable, royalty free right to permit its Authorised Users to access and use the Services as described in Appendix B (Services) in England and Wales solely for the Customer’s internal business use.

End User Agreement

The use of the Services pursuant to this Agreement shall be subject to an End User Agreement as mentioned below in this agreement.

Service Levels

The Services shall be provided in accordance with the service levels mentioned below. The SLA sets forth the Customer’s sole remedies for availability or quality of the Services including any failure to meet any warranty set forth in the SLA.

Updates

The Customer acknowledges and agrees that the Services may support multiple customers and counterparties, and that the Supplier may from time-to-time, at its sole discretion, update, enhance and make any changes to the Services. Such changes shall not require the Customer’s consent or approval; however, the Supplier shall provide the Customer with written notice in case of any significant amendments.

Improvements

The Supplier shall have the right to collect and analyse data and other information relating to the access, use and performance of various aspects of the Services and related Systems and technologies, and the Supplier will be free (during and after the Subscription Term hereof) to:

1) 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 Supplier offerings; and

2) disclose such data solely in aggregate or other de-identified form in connection with its business.

The Supplier shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including its Authorised Users, relating to the operation of the Services.

Geographic Limitations

The Parties hereby agree that the Services may be used only in, or in relation to its (and its Affiliates’) operations conducted in, the Geographic Region(s).

The Customer shall ensure that the Services:

1) are not used outside of, or to support its or any of its (or its Affiliates’) operations outside of, the Geographic Region(s); and

2) are only accessed by its Authorised Users who are physically present in the Geographic Region(s).

License Restrictions

The license granted herein is subject to the condition that the Customer will not (and will not permit anyone to, directly or indirectly to, except to the extent expressly permitted hereunder or under a Statement of Work):

Allow access to, provide, divulge or make available the Services to any user other than its Authorised Users; access the Services in order to build a similar product or competitive product; process, send, or store infringing or unlawful material using the Services; sell, resell, distribute, host, lease, license, sublicense, copy or republish the Services; modify, adapt, translate, or develop derivative works based on the Services; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, architecture, ideas, know-how or algorithms relevant to the Services, or allow any access to a third party organisation in whole or in part; remove, modify, or obscure any proprietary or intellectual property notices or labels; or use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party.

Authorised Users

Access to the Services

The Customer shall notify the Supplier from time to time, in writing of the identity of each Person who is to have access to the Services on its behalf (an “Authorised User”) (and, subject to Applicable Law, shall provide to the Supplier such details in respect of that Person as the Supplier may reasonably require in order to provide such access, including identity and contact details). The Supplier shall be entitled to assume that all actions taken by an Authorised User in accessing and using the Services has been properly authorised by the Customer and that they assume full liability at all times whilst using the platform.

Authorised Users shall be allowed to access the Services in accordance with the terms of this Agreement and any Statement of Work.

The Customer shall:

1) Use its best efforts to ensure that its Authorised Users comply with the terms of this Agreement and the relevant Statement of Work;

2) At all times remain responsible and accept liability for all acts and omissions of its Authorised Users; and

3) At all times remain responsible for any fees payable to the Supplier; and

4) Remain liable for the data accuracy, auditing of their data, backing up of critical data and loss of any data.

The Customer must also ensure that all sub-users, Authorised Users, and customer representatives are fully understanding of the standard operating policies and procedures for the platform usage and on behalf of the Customer organisation. 

Usage Limitations

Where a Statement of Work specifies a maximum number of Authorised Users who may access and use the Services, the Customer shall ensure that no more than the maximum number of Authorised Users access and use the Services. We cannot warranty support for any usage of the platform outside of it’s designed purpose and limitations.

Revocation/Suspension of Access

The Supplier shall be entitled (without any liability or prejudice to its rights or remedies under this Agreement, any Statement of Work or Applicable Law) to revoke or suspend access to the Services, where:

1) Any Person with access to the Services on behalf of the Customer should have their related access revoked or suspended (including where such Person has been replaced or is no longer working for the Customer);

2) Any Authorised User accesses or uses the Services in a manner that constitutes a breach of this Agreement or any Statement of Work; in the Supplier’s opinion there is a material risk to the integrity, security or performance of the Services or any data stored thereon (including Customer Uploaded Data) and suspension of access to the Services is the most appropriate way of addressing that risk; or required for the Supplier to perform any maintenance with respect to the Services.

3) The Company assumes full liability, including financial liability for accounts which are revoked or suspended due to a breach of the terms and conditions and usage policies on our platform. This also includes payment related disputes or concerns regarding payment and financial viability.

Customer Responsibilities

Access and Security

The 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”). The Customer acknowledges that The Supplier cannot be held liable for hardware performance, security and reliability outside of it’s own organisation.

The Customer shall also be responsible for maintaining the security of the Data, Equipment, Authorised User accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.

The Customer shall:

Notify the Supplier immediately of any unauthorised use of any password or user id or any other known or suspected breach of security;

Report to the Supplier immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by the Customer or any Authorised User; and not provide false identity information to gain access to or use the Services.

The Customer shall not knowingly distribute or transmit via the Services, any Viruses, or Known Vulnerability or Latent Vulnerability.

Customer Uploaded Data

The Customer is solely responsible for securing, collecting, inputting, and updating all Customer Uploaded Data and for ensuring that such data does not:

1) Include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party;

2) Contain anything that is obscene, discriminatory, defamatory, harassing, offensive or malicious; facilitates illegal activity; or is otherwise illegal.

3) Degrade the performance of the system for other users or use excess resources.

The Customer acknowledges that they are responsible for their data at all times. The Customer agrees that they will also take regular backups and check the integrity of the data. The Supplier is not responsible for the data supplied by The Customer, including integrity of data, size of data files, formats of data, from loss, from misstransmission or misscommunication, from external network intrusion, from a breach of cyber security principles or policies and procedures.

Financial Standing

The Customer represents and warrants that it is not, aware of any circumstances which may materially adversely affect its financial standing in the future. The Customer acknowledges that they will be liable for the contracted agreement for the duration of the term. This Customer acknowledges that this agreement is a high priority for payment and they will inform The Supplier immediately of any financial hardship or if there may be a risk of defaulted payment.

Compliance with Law

The Customer shall comply with all applicable laws, statutes, codes, ordinances, rules, and regulations in connection with the access and use of the Services including, without limitation, those laws relating to data privacy, international communications, and export control.

Term

Term of Agreement

This Agreement shall commence on the Commencement Date and shall, subject to Clause 5.3 (Trial Period)] continue in full force and effect for a period of Thirty Six (36) months (the “Initial Term”) unless superseded or otherwise terminated in accordance with its terms.

Automatic Renewal

On expiry of the Initial Term (or any subsequent Renewal Period (as the case may be)), this Agreement shall automatically renew for additional periods of (12) months each (each a “Renewal Period”), unless either Party gives written notice to the other not less than thirty (90) days prior to the expiry of the Initial Term or a Renewal Term (as the case may be) that it does not wish for this Agreement to renew.

If a notice under Clause 5.2(a) has been served, then:

This Agreement (and any Statement of Work) shall expire and terminate on the last day of the Initial Term or a Renewal Term (as the case may be) (collectively the “Subscription Term”); and no new Statements of Work may be entered into or renewed from the date on which such notice has been given.

The provisions of this Clause shall prevail over any term of a Statement of Work to the contrary.

Trial Periods If Offered

The first thirty (30) days of the Initial Term shall be a trial period (the “Trial Period”) allowing the Customer to experience the features and functionality of the Services. At any time prior to the expiration of the Trial Period, the Customer may, by written notice to the Supplier, terminate this Agreement, failing which the Agreement shall remain in effect for the Initial Period. The supplier reserves the right to not offer a trial if one has been accessed before, or if offering so would be counterproductive or ineffective. 

Subscription Fees

Additional plugins or Third Party plugins

The Supplier may provide additional plugins to The Platform to enhance the platform or to improve security. The Supplier may also partner with Third-Party providers so they are able to offer their services in the platform. The Customer acknowledges that they are not required to purchase additional plugins or features within the platform. The Customer also acknowledges that they may have to pay for additional services and some of which may have different or similar terms. The Customer accepts that some of the original features may become chargeable in a future period as may be offered as a ‘Freemium’ version. The Supplier cannot be held liable for Third-Party Provider plugins or support outside Architecture.

Fees and Expenses

The Supplier will invoice the Customer for the fees for the Services hereunder as set out Appendix D (Fees) hereto (the “Subscription Fees”). Fees with respect to additional services shall be set out in the relevant Statement of Work. The Supplier reserves the right to change any fees or applicable charges and to institute new charges and fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer.

Over-usage Fees

If the Customer’s use of the Services exceeds the Usage Limitations set forth in the Software Subscription Agreement or otherwise requires the payment of additional fees (per the terms of this Agreement), the Customer shall be billed for such usage and the Customer agrees to pay the additional fees in the manner provided herein.

Payment Obligations

Upon execution of this Agreement, the payment obligations of the Customer are non-cancelable and, except as expressly provided in this Agreement, upon payment, all payments made by Customer are non-refundable.

Terms of Payment

The Supplier will invoice the Customer monthly in advance for the services, or in accordance with the payment and invoicing profile set out in Appendix D (Fees) or in the applicable Statement of Work.

The Customer will pay all invoiced amounts to the Supplier:

By pre-authorised payment; or prior to accessing the Services.

Pre-Authorised Payments

The Customer shall provide a valid credit card, direct debit instruction ACH payment system information, bank account information authorised for automatic bill paying, or other acceptable method of payment to the Supplier and shall take all necessary steps to authorize automatic payment of the Subscription Fee. By executing this Agreement, the Customer hereby authorizes the Supplier to automatically charge said method of payment for all Subscription Periods during the term of this Agreement.

If, for any reason, automatic payment is denied, then the Customer shall pay the applicable Subscription Fee, together with a £40.00 late fee, to the Supplier within five (5) days of notice from the Supplier.

The Customer will promptly update its account information with any changes (for example, a change in Customer billing address or credit card expiration date) that may occur.

Taxes

All sums payable hereunder or under a Statement of Work are exclusive of value added tax (“VAT”), Goods and Services Tax (“GST”) or other similar indirect taxes, which will be chargeable, where applicable.

Inflation-based or Annual Increases

The Customer agrees that the contract value may increase during each contractual year in line with the Retail Price Index (RPI). This rate is announced in February and will become effective from 01st April each financial year. If the RPI rate is negative, we will only apply an annual increase of 3.97% to the contract value. The Supplier will always inform you, The Company, with any planned increased of cost during your term.

The Supplier reserves the right to review costs and make mid-term adjustments if there is a legitimate purpose to do so, such as in the event of increased inflation, increased wholesale costs, or for any other purpose to ensure the viability of The Company and ensure minimal disruption to The Platform. This Supplier will survey The Company before any changes of costs are proposed and any mid-term increases will not exceed 2.5% of the contracted value. The Supplier agrees it will only consider this option as a last resort and can only apply one mid-term adjustment in a single financial year.

Withholding

If the Customer is required by Applicable Law to withhold and pay any withholding taxes imposed at source on any amount payable to the Supplier hereunder the Customer shall make available to the Supplier, on a timely basis, valid evidence of any withholding tax paid by the Customer to such tax authority and at the Supplier’s request and cost provide reasonable assistance to the Supplier in connection with any engagement between the Supplier and such tax authority. The customer agrees that they will be liable for any shortfalls in billing or Tax which may have been withheld and that this may be claimed or charged retrospectively if required.

Additional Services

Statements of Work

The Parties may enter into Statements of Works for additional services (substantially in the form of Appendix E (Statement of Work Template) attached hereto (each a “Statement of Work”)) under this Agreement from time to time. Any such Statements of Work, once entered into, shall be governed by the terms hereof.

Each Statement of Work shall:

Provide a description of the particular services to be provided;

Set forth the applicable service levels;

Describe the functionality and access to be made available and the relevant geographic markets;

Set out the term thereof and any renewal periods;

Set out the obligations on the Customer;

Include fees, expenses, and payment terms;

Identify the project or relationship manager for each Party; and

Be deemed to incorporate the provisions of this Agreement (setting out any permitted deviations therefrom) as though all such provisions were set forth therein.

Change Requests

The Customer may propose changes to the Services in writing with a sufficiently detailed description of the proposed change (each a “Contract Change”. The Supplier shall (acting reasonably) consider whether it agrees to and wishes to proceed with such proposed Contract Change. The decision of the Supplier shall be provided within ten (10) Business Days of receipt of a change request. Any Contract Change made hereunder shall be valid and binding only when the Parties have entered into written documentation of such Contract Change. Pending such execution, the Parties will continue to perform their respective obligations as if such change had not been initiated. The supplier is not at liberty to accept all change requests and will do so at it’s sole descretion.

Costs

The Customer shall be responsible for any reasonable costs the Supplier may incur in relation to a Contract Change. The Supplier will not be obligated to work on a Contract Change until the Parties agree in writing upon its scope, price and/or schedule impact.

Intellectual Property Rights

Ownership by the Supplier

All Intellectual Property Rights in and to the Services shall belong to the Supplier, its Affiliates and/or its licensors. If any Intellectual Property Rights in the Services should vest in the Customer or any person acting for or on behalf of the Customer, the Customer shall (and shall procure that each Authorised User shall) at the Supplier’s request and cost do all things reasonably required to ensure that that such Intellectual Property Rights vest in the Supplier.

The Supplier shall, at the Customer’s expense, take all such reasonable steps (including providing reasonable information to and reasonably cooperating with the Supplier), as the Customer may reasonably require to assist the Supplier in maintaining the validity and enforceability of any Intellectual Property in the Services.

The Customer shall (and shall procure that each Authorised User shall) use reasonable endeavours to give notice in writing to the Supplier if the Customer (or an Authorised User) becomes aware of:

Any actual infringement or unauthorised use by a third party of the Services; or

Any claim that Authorised User the Services infringe the rights of any third party.

Ownership by the Customer

Customer shall retain all ownership rights in and to any Customer Uploaded Data passing through or generated by the Services. The customer is responsible for backing up their data regularly and to ensure the data integrity. Due to The Customer retaining ownership of the data, it is The Customers responsibility to ensure that they have taken all steps to mitigate any data loss in any event. The Customer agrees that The Provider cannot be held responsible for any data loss. The Supplier agrees that they will take all reasonable steps to prevent any data loss or cyber security event as far as reasonably practicable. The supplier may analyse Customer Uploaded Data to provide statistical reporting, troubleshooting and platform improvements. The Supplier agrees that all Customer Uploaded Data will be treated in alignment with our privacy policy and terms and conditions.

Warranty

Intellectual Property

The Supplier warrants that the Services provided hereunder, and the access and use thereof (or the exercise of any license rights) by the Customer in accordance with the provisions of this Agreement or any Statement of Work, will not infringe, misappropriate, or violate the Intellectual Property Rights of any third party. 

No other warranties

Except as expressly in this agreement or any statement of work, the services are provided “as is”. The supplier does not warrant that the services will be uninterrupted, virus or error free or that it will correct all service errors; nor does it make any warranty as to the results that may be obtained from use of the services.

The customer acknowledges that the supplier does not control the transfer of data over communications facilities, including the internet, and that the services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

All warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement and each statement of work.

The customer acknowledges the supplier is not responsible for any data loss which may occur during the usage of the suppliers software or services; and that the customer is responsible for ensuring regular back-ups are kept internally.

Limitation of Liability

Notwithstanding anything to the contrary in this agreement or any statement of work, the supplier’s total aggregate liability to the customer, at any given point in time, for any and all claims, losses, costs or damages of whatever nature regardless of theory of liability (whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise howsoever arising) shall not exceed an amount equal to one hundred percent (25%) of the total aggregate fees actually paid by the customer pursuant to this agreement and all statements of work during the twelve (12) month-period preceding the first incident giving rise to the claim. Nothing in this agreement or any statement of work shall limit the customer’s liability for fees payable by it under any statement of work or its liability under clause 11.1.

Notwithstanding anything to the contrary in this agreement or any statements of work, neither the supplier nor its affiliates shall have any liability regardless of theory of liability (whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise howsoever arising), for (and the customer hereby waives any claims it may have against the supplier and its affiliates for):

Any claims or losses arising from or in connection with inaccurate or incomplete data stored in or uploaded onto the services, with the customer expressly acknowledging that customer uploaded data is either:

Uploaded by third parties (including the customer and its affiliates) directly onto the services, and the supplier does not check or verify (and has no means of verifying or checking) the accuracy and completeness of such data, and responsibility for ensuring the accuracy and completeness of such data rests with the third party that uploaded that data onto the services; or

Sourced by the supplier from third parties and uploaded by the supplier “As is” onto the services, and the supplier does not check or verify (and has no means of verifying or checking) the accuracy and completeness of such data, and responsibility for ensuring the accuracy and completeness of such data rests with the third party from which the supplier sourced that data.

To the maximum extent permitted by applicable law, in no event shall the supplier or its affiliates be liable for:

Loss of profits;

Loss of business or reputation;

Depletion of goodwill or similar losses;

Loss of anticipated savings;

Loss of goods;

Loss of use;

Business interruption;

Any special, indirect, incidental, consequential or pure economic loss, costs, damages (whether punitive or otherwise), charges or expenses; or

Loss or corruption of data or information.

In each case regardless of theory of liability whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise howsoever arising, even if the customer or its affiliates have been advised of the possibility of such damages or the customer or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

The customer expressly acknowledges (and shall ensure that each authorised user expressly acknowledges) that entities which provide data included on the services have no responsibility or liability with respect to such data.

Indemnification

Limitations on Indemnity

The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by the Supplier, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by the Supplier, (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 Services is not strictly in accordance with this Agreement.

Settlement

In the defence or settlement of any claim pursuant to Clause 11.1, the Supplier may (in its sole discretion):

Obtain for the Customer the right to continue using the Services;

Replace or modify any of the infringing Services so that they become non-infringing, provided any such replacement or modification shall not have a materially alter the Services or their functionality; or

Only in the event that the remedies envisaged under (i) and (ii) are not commercially practicable, terminate this Agreement or any affected Statement of Work forthwith by notice in writing to the Customer and without further liability to the Customer.

Indemnification by the Customer

The Customer will defend the Supplier and its Affiliates against any claim, demands, suits, or causes of action alleging that any Customer Uploaded Data infringes the Intellectual Property Right of a third party or breaches Applicable Law, provided that the Supplier:

Promptly gives the Customer written notice of the claim against it; and

Gives the Customer the ability to take sole control of the defence and settlement of the claim against the Supplier (except that the Customer may not settle any claim unless it unconditionally releases the Supplier of all liability, and the Customer shall be entitled to participate in the defence and negotiations of such matter at its own expense).

Cooperation Obligation

The Parties agree, that in connection with any indemnification obligation they have hereunder:

Each Party shall, at the other Party’s expense, reasonably cooperate in any negotiations, defence or settlement and shall provide each other reasonable assistance and full access to any information relevant thereto (subject to Applicable Law); and

They shall not enter into any settlement of such matter without the other Party’s written consent and shall not be obligated to indemnify the other for any settlement entered into without the other Party’s written consent.

Termination

Termination of this Agreement

In addition to any other remedies it may have, either Party may terminate this Agreement immediately on written notice to the other if:

The other commits a material breach of its obligations hereunder and fails to cure that material breach within thirty (90) days from the date on which it has received a written notice of the breach and a demand for cure);

The other commits a material breach of its obligations hereunder and such breach is irremediable;

Any circumstances identified herein as permitting it to terminate this Agreement have arisen, provided that such termination complies with all requirements (if any) set out herein; or

An Insolvency Event occurs in relation to either Party.

Termination by the Supplier

The Supplier may terminate this Agreement or any Statement of Work immediately on written notice to the Customer if the Customer fails to pay any amount due by it hereunder or under the relevant Statement of Work (that is not subject to a bona fide dispute) on the due date for payment and: (i) that amount remains unpaid for at least thirty (30) days after the due date for payment; (ii) the Supplier has issued a written notice to the Customer requiring payment of that amount within a further fourteen (14) days; and (iii) that Customer has failed to pay that amount within that further fourteen (14) day-period.

Termination by the Customer

The Customer may terminate this Agreement or any Statement of Work immediately on written notice to the Supplier if:

The Supplier makes any material change to the Services and, as a result of that change, any material functionality of the Services that were available to Customer prior to that change ceases to be available and no alternative change has been provided; or

The Supplier fails to materially meet the same service levels (i) for three (3) consecutive months, or (ii) five (5) months during any Contract Year.

The Customer will remain liable for the remaining balance of the agreement upon cancellation unless otherwise agreed in writing.

Cross Termination

Except in case of an Insolvency Event, termination or expiry of a Statement of Work shall not affect the continued validity of all other Statements of Works then in force, or of this Agreement, and shall not cause any other Statement of Work or this Agreement to terminate or expire.

Actions upon Termination

If this Agreement or any Statement of Work is terminated for any reason or expires:

The Supplier shall be entitled to invoice the Customer for all outstanding fees for Services provided or made available for a fixed contract term but not yet invoiced, and the Customer shall pay those invoices promptly (without any setoff or reimbursement);

Each of the Supplier and the Customer shall (subject to any provisions in this Agreement (or a Statement of Work to the contrary) promptly and securely destroy all property and Confidential Information (including Personal Data and Customer Uploaded Data) belonging to the other Party then in the possession, power or control of the first Party and/or its Affiliates, provided that such Party may retain a copy of any Confidential Information to the extent it (i) has a right to use such Confidential Information under this Agreement and/or any Statement of Work and such right expressly continues following expiry or termination, or (ii) requires a copy of such Confidential Information for archival purposes or to satisfy its obligations under Applicable Law;

The Customer shall immediately cease using anything provided or made available by the Supplier under the affected Statement of Work, including access to the Services;] and

The Supplier shall be entitled to revoke all access granted to the Customer to access and use the Services.

Termination in accordance with this Agreement or a Statement of Work shall not prejudice or affect any right or action or remedy which has accrued or shall thereafter accrue in relation to either Party.

Exit Assistance

The Customer may:

Within five (5) Business Days following the termination of this Agreement or a Statement of Work; or

Request the Supplier in writing to provide exit assistance to the Customer. The request must set out the duration of the assistance required, which may not exceed 14 days (the “Exit Assistance Period”).

Upon receipt of the request, the Supplier may agree to provide the exit assistance (on terms agreed to with the Customer), in which case the Agreement or the affected Statement of Work shall not terminate or expire (as the case may be) and The Supplier shall, subject to the satisfaction of all fees and expenses:

Continue to provide the agreed Services for the Exit Assistance Period; and

Provide reasonable assistance to the Customer to the extent necessary to support an orderly transfer of responsibility of services that will replace the Services to any person appointed by the Customer to replace the Supplier (including Providing the Customer with a copy of Customer Uploaded Data in a mutually agreed electronic format).

In the event that no such request is made, or where the Supplier does not agree to the request, then the Agreement or the affected Statement of Work shall terminate: (i) in the event of a termination of this Agreement or such Statement of Work, five (5) Business Days after the date of notice of termination; and (ii) in the event of an expiry of this Agreement or such Statement of Work, on the date of expiry of this Agreement or such Statement of Work.

Confidential Information

Use and Disclosure

The Party receiving Confidential Information (“Receiving Party”) of another Party or its Affiliates (“Disclosing Party”) (pursuant to this Agreement or a Statement of Work):

Will keep such Confidential Information in confidence;

May use or reproduce the Disclosing Party’s Confidential Information only to the extent necessary to enable the Receiving Party to fulfil its obligations or exercise its rights under this Agreement or a Statement of Work, and for any other Purposes expressly set out in this Agreement or any Statement of Work;

May disclose the Disclosing Party’s Confidential Information only to those of the Receiving Party’s and its Personnel who have a “need to know” such Confidential Information in connection with this Agreement or any Statement of Work;

Shall exercise at least the same degree of care with respect to Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information of a similar nature;

At a minimum, adopt, maintain and follow written and comprehensive security practices and procedures that are designed to safeguard the Disclosing Party’s Confidential Information from any (a) unauthorised disclosure, access, use or Modification; (b) misappropriation, theft, destruction, or loss; and (c) inability to account for such Confidential Information;

Shall (i) not remove any copyright or other proprietary notice of confidentiality contained on or included in the Disclosing Party’s Confidential Information; and (ii) reproduce any such notice on any reproduction, modification or translation of the Disclosing Party’s Confidential Information authorised by the Disclosing Party; and

Ensure that each of its Personnel comply with the obligations of confidentiality set forth in this agreement.

Exclusions

The obligations of confidentiality herein shall not apply to the extent that such information:

Is or has become generally known, or is part of the public domain, without any breach by the Receiving Party or its Affiliates of the provisions herein;

Was rightfully in the Receiving Party’s possession, without confidentiality restrictions, prior to the Receiving Party’s receipt pursuant hereto;

Was rightfully acquired by the Receiving Party from a third party who, to the knowledge of such Receiving Party, was entitled to disclose such information, without confidentiality or proprietary restrictions;

Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;

Is subject to a written agreement pursuant to which the Disclosing Party authorised the Receiving Party to disclose the information in question; or

Is required to be disclosed under any Applicable Law or an order from a court, Regulatory Body or other governmental authority with jurisdiction, provided that the Receiving Party shall:

If legally permissible and reasonably practicable, promptly notify the Disclosing Party of the request or order to provide the Disclosing Party with an opportunity to seek a protective order;

Reasonably cooperate with the Disclosing Party with its efforts to resist the disclosure, upon reasonable request by the Disclosing Party and at Disclosing Party’s expense; and

Disclose only the portion of the Disclosing Party’s Confidential Information that is required to be disclosed under such Applicable Law or order.

Notification

Each Party shall promptly (and in any event within twenty-four (24) hours of it becoming aware of the matter) notify the other Party in writing of any accidental or intentional damage, alteration, destruction, unauthorised disclosure, loss, Misuse or theft of or to the other Party’s Confidential Information (“Security Incident”) and shall:

Provide reasonable updates regarding the nature and extent of the Security Incident (taking into account the information available to such Party) and any remedial measures it has undertaken;

Otherwise provide all reasonably requested cooperation and assistance to the other Party in connection with the other Party’s efforts to (i) investigate, remediate, and mitigate the effects of the Security Incident and (ii) comply with notification obligations to individuals, clients or regulatory authorities.

Removal or Destruction

Except as otherwise specified in this Agreement or any Statement of Work, upon the request of the Disclosing Party, the Receiving Party will destroy (or use reasonable endeavours to remove from its Systems and files) all Confidential Information supplied to, or otherwise obtained by, the Receiving Party in connection with this Agreement or any Statement of Work and confirm in writing that it has fully complied with its obligations under this Clause as soon as reasonably practicable following the date it receives a request from the Disclosing Party. However, this Clause 13.4 shall not operate to:

Require the Supplier to take any action with respect to Customer Uploaded Data;

Prevent the Receiving Party from retaining a copy of the Confidential Information for legitimate legal purposes; or

Limit either Party’s right to seek relief for damages that are caused by the other Party’s default.

Publicity

The Supplier may use:

The Customer’s name; and

The logo, trademark, or any other intellectual property of the Customer, in any marketing or advertising materials it makes public (including customer lists and marketing or advertising included on any website of The Supplier).

The Customer may disclose the fact that Customer is a user of the Services but shall not (without the Supplier’s prior written consent) make any statements concerning the operation of the Services or the Customer’s satisfaction with the Services.

Security Standards

Supplier Security Obligations

The Supplier shall comply with the Cybersecurity Requirements and shall implement and maintain information and physical security systems, policies, and procedures (the “Security Standards”) that are that are designed to:

safeguard the Services against unauthorised access;

Protect the security, confidentiality, integrity and availability of Customer Uploaded Data and Confidential Information while stored in the Services or under the control of the Supplier;

Guard against Customer Uploaded Data and Confidential Information being lost, destroyed, altered, corrupted, accessed, transferred, or disclosed in an unauthorised way;

Ensure all its Personnel who will have access to Customer Confidential Information have been screened against background check standards which are appropriate and consistent with industry best practices;

Log, monitor and maintain full records of all access to the Services that contain Customer Uploaded Data or Confidential Information for additions, alterations, deletions, and copying of Customer Uploaded Data or Confidential Information, Which logs, and records shall be (i) made available to the Customer upon Customer’s request and (ii) retained for a minimum of sixty (60) days (six (6) months for financial transactions logs);

Identify, detect, monitor, document and either alert or prevent Customer Uploaded Data and Confidential Information from leaving the Supplier’s control without authorisation in place; and

protect Customer Uploaded Data and Confidential Information such that it is: (i) only accessible to: (i) those uniquely identified Personnel (or personnel of the Supplier’s-contractors) who need to have access to such data to carry out their roles in the performance of the Services or the operation of the Supplier’s business with access granted to such Personnel based on the principle of least privileges; and (ii) other intended recipients of such data who are authorised to access the Services; and (ii) logically separated from data of other users of the Services.

Customer Security Obligations

The Customer acknowledges that it is responsible for all activities conducted by it or on its behalf through the use of the Services by means of an account of an Authorised User. Accordingly, the Customer shall instruct each Authorised User that:

They are responsible for keeping their login details secure and confidential; and

They may not share with or disclose to any other person their login details or allow an unauthorised individual access.

If the Customer becomes aware that the login details of an Authorised User have been compromised, it shall promptly notify the Supplier in writing of that fact and comply with any reasonable directions provided by the Supplier to resolve such breach.

Notification of Security Breaches

In the event that the Supplier becomes aware of any breach of security with respect to the Services (including unauthorised access to the Customer Uploaded Data or Confidential Information, any breach of security, confidentiality, integrity or Availability of the Customer Uploaded Data or Confidential Information, or any unauthorised loss, destruction, alteration, corruption, transfer, or disclosure of any Customer Uploaded Data or Confidential Information), the Supplier shall:

Promptly notify the Customer of that breach and provide the Customer with all details thereof that the Supplier has or may obtain regarding the general circumstances and extent of such breach, including the extent to which it affected any Customer Uploaded Data or Confidential Information;

Investigate and remedy that breach (to the extent that it is capable of remedy) and provide the Customer with regular updates during the investigative and remedial phase; and

Take appropriate measures that are designed to ensure that the same breach does not occur again.

Disaster Recovery

Disaster Recovery Plan

The Supplier will maintain an appropriate contingency plan and related processes or controls for the continuation of business (a “Disaster Recovery Plan”) with the aim of ensuring that the Supplier will be able, to the extent reasonable practicable, to provide the Services and perform its obligations without interruption (or with minimal interruption) in the event of any disaster (including a Force Majeure Event) affecting the Supplier’s provision of the Services.

Requirements

At a minimum, the Disaster Recovery Plan must:

Meet the requirements of prevailing industry practice;

Define a maximum target time from the occurrence of a disruption to the full restoration of the Services, which shall be within twenty-four (24) hours from the start of the disruption;

Include a process to promptly notify the Customer when the Supplier invokes the Disaster Recovery Plan; and

Require Disaster Recovery Plan reviews and updates (as necessary or appropriate) at least annually to take into account any new threats or improvements that may be required.

General

Authority to enter into Agreement

Each Party represents and warrants that:

It is duly organised, validly existing and in good standing under the laws of its state of formation;

It has all requisite legal power, licenses, certifications, rights, authority and permits to enter into this Agreement and each Statement of Work and to perform its obligations here and thereunder;

It is not insolvent, is not undergoing a liquidation nor has a receiver or trustee been appointed for the benefit of its creditors (whether voluntary or otherwise); nor is it in the process of seeking protection under the bankruptcy code or any Similar statute; nor is it unable to pay its debts as and when they come due; and

It is not, nor are any of its directors a party to any litigation (pending or threatened), proceedings or disputes which may have a material adverse effect on this Agreement or on its ability to carry out its obligations under any Statement of Work.

Governing Law

This Agreement and each Statement of Work and any related non-contractual matters shall be governed and construed in accordance with the laws of England and Wales.

Dispute Resolution/Jurisdiction

In case of disputes arising from or in relation to this Agreement or any Statement of Work (a “Dispute”), the Supplier and the Customer will attempt to resolve such Dispute informally using the following procedure:

either the Supplier or the Customer (as the case may be) may refer a Dispute to the Supplier Contract Manager for the Supplier and the Customer Contract Manager for the Customer, by giving written notice to those persons and the other Party;

If the Dispute has still not been resolved within thirty (30) Business Days from its referral to the relevant Contract Managers in accordance with (a) above, either the Supplier or the Customer (as the case may be) may refer that dispute for resolution to the courts of England and Wales, which shall have exclusive jurisdiction of any dispute arising out of or in connection with this Agreement and all Statement of Works.

Discussions between the Supplier and the Customer in attempting to resolve their Dispute and documents exchanged during or immediately preceding such process will be solely for the purposes of resolving the Dispute and will be “without prejudice”. However, nothing in this Clause shall prevent the Supplier or the Customer from seeking to obtain interlocutory or injunctive relief.

Remedies Cumulative

Except as expressly provided to the contrary in this Agreement or a Statement of Work, all remedies are cumulative and in addition to (not in lieu of) any other remedies available to a Party at law or in equity.

Waiver

No act, course of dealing, or failure by a Party to: (i) require the strict performance of any obligation assumed by the other hereunder; or (ii) exercise any right or remedy to which it is entitled, shall constitute a waiver, or cause a diminution of such obligations or rights provided hereunder, unless otherwise expressly provided otherwise.

A provision of this Agreement or a Statement of Work may only be waived by a written instrument signed by a duly authorised representative of the Party to be bound thereby. Waiver by either Party of any default shall not be a waiver of any other or subsequent default.

Force Majeure

Without prejudice to the obligations of the Supplier under Clause 15, a Party is excused from a delay in performing, or a failure to perform, its obligations under this Agreement or any Statement of Work to the extent the delay or failure is caused by the occurrence of any Force Majeure Event. Performance times are extended for a period of time equivalent to the time lost for the excusable delay. If an excusable delay or failure continues for more than thirty (30) days, the Party not excused from performance may terminate this Agreement or each affected Statement of Work in whole or in part, upon written notice to the other Party.

The Party affected by a Force Majeure Event shall notify the other Party as soon as practicable after it becomes aware of the Force Majeure Event, providing details of the Force Majeure Event, the likely duration and the impact on that Party’s obligations.

Notices

Any notice or other communication which a Party is required or permitted by this Agreement or a Statement of Work to serve on another Party shall be in writing and shall be sufficiently served if sent to the other Party: (a) by hand; (b) by first class post or special delivery; or (c) by e-mail, in each case to its address as follows: