Subscription Terms

The Customer’s attention is drawn specifically to clause 13 of these terms and conditions

Interpretation
1. The definitions and rules of interpretation in this clause apply in these terms and conditions.

Annual Subscription: where the Customer pays the Subscription Fees on an annual basis.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to access the Platform.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Customer: the Company accessing the Platform subject to these terms and conditions.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); [and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party].

Effective Date: the date the Customer first accesses the Platform.

Initial Subscription Term: either one month (where the Customer has a Monthly Subscription) or 12 months (where the Customer has an Annual Subscription) as the case may be.

Monthly Subscription: where the Customer pays the Subscription Fees on a monthly basis.

Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

Platform: the software platform known as INTRFLEX that is owned and operated by the Supplier and that is made available to the Customer as a service via the internet in accordance with these terms and conditions.

Renewal Period: the period described in clause 14.1.

Services: the subscription services provided by the Supplier to the Customer under these terms and conditions via the Platform or any other website notified to the Customer by the Supplier from time to time.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions applicable as at the Effective Date and as varied from time to time in accordance with clause 9.6.

Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Supplier: means INTRFLEX LIMITED a company incorporated in England and Wales (registration number11983617) whose registered office is situated at Regent Court, 68 Caroline Street, Jewellery Quarter, Birmingham B3 1UG.

Support Services Policy: the Supplier’s policy for providing support to Customers and Authorised Users in relation to the Platform as made available at www.intrflex.com or such other website address as may be notified to the Customer from time to time.

Trial Period Terms: the terms set out in the annex to these terms and conditions which shall only apply during any Trial Period.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Upgrades: new versions of, and updates to the Platform whether to fix an error, bug or other issue, or to enhance the functionality of the Platform.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access the Platform and to use the Services in accordance with these terms and conditions.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

Website: URL – www.intrflex.com or such other website from which the Customer may access the Platform.

1. Clause, headings shall not affect the interpretation of these terms and conditions.
2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
3. A reference to a statute or statutory provision is a reference to it as it is in force from time to time.
4. A reference to a statute or statutory provision shall include all subordinate legislation in force from time to time.
5. A reference to writing or written includes email but not fax.

Platform trial

The Supplier may permit the Customer to evaluate the Platform for a trial period. The Trial Period Terms shall apply to the Customer’s access to the Platform and shall cease to apply at the expiration of the Trial Period or earlier termination, as the case may be.

User subscriptions
1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 4.2 and clause 9.1, the restrictions set out in this clause 3 and the other terms and conditions of these terms and conditions, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to access the Platform with a view to using the Services during the Subscription Term solely for the Customer’s internal business operations.
2. In relation to the Authorised Users, the Customer undertakes that:
  1. the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
  2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access the Platform or use the Services;
  3. each Authorised User shall keep a secure password to access the Platform and that each Authorised User shall keep his password confidential;
  4. it shall permit the Supplier to review compliance with these terms and conditions from time to time without notice;
  5. if any review referred to in clause 3.2(d) reveals that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, that individual’s access shall be disabled without notice; and
  6. if the review referred to in clause 3.2(d) reveals that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment of Subscription Fees within 5 Business Days of the Supplier giving the Customer written notice of the underpayment.
3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. is otherwise illegal or causes damage or injury to any person or property

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

1. The Customer shall not:
  1. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
  3. access all or any part of the Platform, or use the Services in order to build a product or service which competes with Platform; or
  4. subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Authorised Users, or
  5. attempt to obtain, or assist or acquiesce in third parties in obtaining, access to the Platform or to use the Services other than as provided under this clause 3; or
  6. introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.
2. The Customer shall use all reasonable endeavours to prevent any unauthorised access to the Platform or use of the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
3. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Additional user subscriptions
1. Subject to clause 4.2 the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number ordered by the Customer on the Effective Date and the Supplier shall grant access to the Platform and the Services to such additional Authorised Users in accordance with the provisions of these terms and conditions.
2. If the Customer wishes to purchase additional User Subscriptions, the Customer shall make an application via the Platform. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions as soon as is reasonably practicable whereupon the Subscription Fees shall be varied accordingly to reflect the additional User Subscriptions now authorised. If such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
Services
1. The Supplier shall, during the Subscription Term, provide the Services via the Platform to the Customer on and subject to these terms and conditions.
2. The Supplier shall use its reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
  1. planned maintenance (the date and times for such will be notified in advance); and
  2. unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 3 Normal Business Hours’ notice in advance.
3. The Supplier will, as part of the Services, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.
4. The Supplier shall have the right to subcontract the provision of any support services without first obtaining the consent of the Customer.
5. The Supplier will be under no obligation to provide the Customer with customer support services outside of Normal Business Hours.
6. The Supplier may apply Upgrades to the Platform from time to time without first obtaining the consent of the Customer.
Customer data
1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
2. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use its reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 6.9).
3. The Supplier shall, in providing the Services, comply with its Privacy Policy which is available on the Website. Such policy may be amended from time to time by the Supplier in its sole discretion without prior notice to the Customer.
4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5. The parties acknowledge that:
  1. if the Supplier processes any personal data on the Customer’s behalf when performing its obligations under these terms and conditions, the Customer is the controller and the Supplier is the processor for the purposes of the Data Protection Legislation.
  2. the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under these terms and conditions.
6. Without prejudice to the generality of clause 6.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of these terms and conditions so that the Supplier may lawfully use, process and transfer the personal data in accordance with these terms and conditions on the Customer’s behalf.
7. Without prejudice to the generality of clause 6.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under these terms and conditions:
  1. process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
  2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
    1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal remedies;
    3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
    4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
  3. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  4. notify the Customer without undue delay on becoming aware of a personal data breach;
  5. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and
  6. maintain complete and accurate records and information to demonstrate its compliance with this clause 6 and immediately inform the Company if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
8. Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
9. The Customer consents to the Supplier appointing third-party processors of personal data under these terms and conditions from time to time. The Supplier confirms that it will enter into written terms with the third-party processor incorporating terms that reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.
Supplier’s obligations
1. The Supplier undertakes that the Services will be performed with reasonable skill and care.
2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents.
3. The Supplier:
  1. does not warrant that:
    1. the Customer’s use of the Platform will be uninterrupted or error-free;
    2. the Customer’s use of the Services will be uninterrupted or error-free;
    3. that the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;
    4. the Platform will be free from Virus and Vulnerabilities;
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform and the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. These terms and conditions shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms and conditions.
Customer’s obligations
The Customer shall:
1. 1. 1. without affecting its other obligations under these terms and conditions, comply with all applicable laws and regulations with respect to its activities under these terms and conditions;
    2. carry out all other Customer responsibilities set out in these terms and conditions in a timely and efficient manner;
    3. ensure that the Authorised Users use the Platform and the Services in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
    4. ensure that its network and systems comply with any relevant specifications provided by the Supplier from time to time; and
    5. be, to the extent permitted by law and except as otherwise expressly provided in these terms and conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
1. 1. Charges and payment
    1. 1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9.
      2. The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card, debit card, stripe®, or paypal® details (payment method) to the Supplier and any other relevant valid, up-to-date and complete contact and billing details.
      3. The Customer hereby authorises the Supplier to bill such payment method:
        
        on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
        
        subject to clause 14.1, immediate in advance of the next Renewal Period.
      4. If the Supplier has not received payment on the due date set out in clause 9.2, and without prejudice to any other rights and remedies of the Supplier, the Supplier may, without liability to the Customer, disable the Customer’s password, the passwords of all Authorised Users, and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while any monies payable by the Customer to the Supplier remain unpaid.
      5. All amounts and fees stated or referred to in these terms and conditions:
        
        shall be payable in pounds sterling;
        
        are, subject to clause 13.3(b), non-cancellable and non-refundable;
        
        are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
      6. The Supplier reserves the right to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions at the start of each Renewal Period upon 30 days’ prior notice to the Customer.
Proprietary rights
The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Platform and the Services. Except as expressly stated herein, these terms and conditions does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the Services.

Confidentiality
1. 1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms and conditions. A party’s Confidential Information shall not be deemed to include information that:
    1. is or becomes publicly known other than through any act or omission of the receiving party;
    2. was in the other party’s lawful possession before the disclosure;
    3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    4. is independently developed by the receiving party, which independent development can be shown by written evidence.
  2. Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than:
1. 1. the implementation of these terms and conditions;
  2. to access and use the Platform; or
  3. to facilitate the provision of the Services.
1. 1. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these terms and conditions.
  2. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
  3. The Customer acknowledges that the Platform, the Services and any details or documentation relating to both shall constitute the Supplier’s Confidential Information.
  4. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
  5. The above provisions of this clause 11 shall survive termination of these terms and conditions, however arising.
Indemnity

The Customer shall indemnify and keep indemnified the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Platform and the Services.

Limitation of liability
1. Except as expressly and specifically provided in these terms and conditions:
  1. the Customer assumes sole responsibility for results obtained from the use of the Platform and the Services and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions; and
  3. the Platform and the Services are provided to the Customer on an “as is” basis.
2. Nothing in these terms and conditions excludes the liability of the Supplier:
  1. for death or personal injury caused by the Supplier’s negligence; or
  2. for fraud or fraudulent misrepresentation.
3. Subject to clause 13.1 and clause 13.2:
  1. the Supplier shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms and conditions; and
  2. the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms and conditions shall be limited the total Subscription Fees paid by the Customer for the User Subscriptions in the previous 12 months.
Term and termination
1. These terms and conditions shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these terms and conditions shall be automatically renewed for successive (where Monthly Subscription) periods of one month or (where Annual Subscripton) 12 month periods (each a Renewal Period), unless:
  1. either party notifies the other party of termination, in writing, at least one month before the end of the Initial Subscription Term or any Renewal Period, in which case these terms and conditions shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  2. otherwise terminated in accordance with the provisions of these terms and conditions;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

1. Without affecting any other right or remedy available to it, either party may terminate these terms and conditions with immediate effect by giving written notice to the other party if:
  1. the other party fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment;
  2. the other party commits a material breach of any other term of these terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified in writing to do so;
  3. the other party repeatedly breaches any of the terms of these terms and conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms and conditions
  4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
  5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
  8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 5 Business Days;
  11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(d) to clause 14.2(j) (inclusive); or
  12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
2. On termination of these terms and conditions for any reason:
  1. all licences granted under these terms and conditions shall immediately terminate and the Customer shall immediately cease all use of the Platform and all of the Services;
  2. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 6.7(c), unless the Supplier receives, no later than 5 Business Days after the effective date of the termination of these terms and conditions, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable endeavours to deliver the back-up to the Customer within 20 Business Days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
  3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Force majeure

The Supplier shall have no liability to the Customer under these terms and conditions if it is prevented from or delayed in performing its obligations under these terms and conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

Waiver

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

Rights and remedies

Except as expressly provided in these terms and conditions, the rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance
1. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions.
2. If any provision or part-provision of these terms and conditions is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreement
1. These terms and conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into these terms and conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.
Assignment
1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms and conditions.
2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms and conditions.
No partnership or agency

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

Third party rights

These terms and conditions does not confer any rights on any person or party (other than the parties to these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Notices
1. Any notice required to be given under these terms and conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these terms and conditions, or such other address as may have been notified by that party for such purposes.
2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the second business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
3. Any notice sent or delivery by email shall be not be effective.
Governing law

These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

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

ANNEX

Trial Period Terms

The following terms and conditions apply only to free trials of the Platform

1. Grant of Trial Licence.

The Supplier hereby grants to the Customer the non-transferable, non-exclusive, licence to access the Platform during the Trial Period (defined below), solely for the purposes of evaluating the Platform. Access to the Platform for evaluation purposes is subject to the terms and conditions set out below (Trial Licence).

Only one Trial Licence will be granted to each company.

2. Trial Period.

The free Trial Licence shall last for a maximum period of 14 days only (Trial Period).

3. Consequences of expiry.

On expiry of the Trial Period, access to the Platform will cease automatically if the Customer has not entered into the full subscription agreement with the Supplier to access the Platform which is subject to the terms and conditions contained therein (Subscription Agreement).

4. Termination.

This licence may be terminated by the Supplier during the Trial Period:

a. following the Customer’s breach or non-observance of these Evaluation Terms; or

b. automatically, upon the Customer entering into the Subscription Agreement .

5. Consequences of termination.

If this Trial Licence expires or terminates without the Customer having entered into a Subscription Agreement, the Supplier will delete any data that the Customer may have entered onto the Platform during the Trial Period.

6. Intellectual property rights.

The Supplier owns or licences all intellectual property rights in the Platform. Nothing in these terms and conditions confers on the Customer any intellectual property or other rights in relation to the Platform, other than the right to access it during the Trial Period.

7. Liability.

Save for death and personal injury caused by the Supplier’s negligence, the Supplier shall have no liability of any kind to the Customer in any circumstances whatever in respect of the System. In particular, the Supplier shall have no liability in any circumstances whatever for any data loss or corruption, and the Customer thereby acknowledges and agrees that it is solely responsibility for protecting its data during evaluation of the Platform.

8. Upgrade to the Subscription Agreement.

The Platform will permit the Customer to apply to enter into the Subscription Agreement at any time prior to the expiration of the Trial Period.

12. No warranties.

Except as expressly stated in these terms, no representations. conditions, warranties or other terms of any kind are given by the Supplier in respect of the Platform, and all statutory warranties and conditions are excluded to the fullest extent possible.

14. Governing law.

These terms and conditions and any dispute or claim arising out of or in connection with them or their subject-matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.