The Customer’s attention is drawn specifically to clause 13 of these terms and
- The definitions and rules of interpretation in this clause apply in these terms
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
Controller, processor, data subject, personal data, personal data breach, processing and
appropriate technical and organisational measures: as defined in the Data Protection
Customer: the Company accessing the Platform subject to these terms and
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
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
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
Website: URL – www.intrflex.com or such
other website from which the Customer may access the Platform.
- Clause, headings shall not affect the interpretation of these terms and
- A person includes an individual, corporate or unincorporated body (whether or
not having separate legal personality).
- A reference to a statute or statutory provision is a reference to it as it is in
force from time to time.
- A reference to a statute or statutory provision shall include all subordinate
legislation in force from time to time.
- 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
- 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.
- In relation to the Authorised Users, the Customer undertakes that:
- 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;
- 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;
- each Authorised User shall keep a secure password to access the Platform
and that each Authorised User shall keep his password confidential;
- it shall permit the Supplier to review compliance with these terms and
conditions from time to time without notice;
- 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
- 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
- The Customer shall not access, store, distribute or transmit any Viruses, or any
material during the course of its use of the Platform that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing,
harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief,
sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or
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.
- The Customer shall not:
- attempt to de-compile, reverse compile, disassemble, reverse engineer or
otherwise reduce to human-perceivable form all or any part of the
- 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
- 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
- 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
- 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
- introduce or permit the introduction of, any Virus or Vulnerability into
the Supplier’s network and information systems.
- 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.
- 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
- Additional user subscriptions
- 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.
- 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).
- The Supplier shall, during the Subscription Term, provide the Services via the
Platform to the Customer on and subject to these terms and conditions.
- The Supplier shall use its reasonable endeavours to make the Services available
24 hours a day, seven days a week, except for:
- planned maintenance (the date and times for such will be notified in
- 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.
- 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.
- The Supplier shall have the right to subcontract the provision of any support
services without first obtaining the consent of the Customer.
- The Supplier will be under no obligation to provide the Customer with customer
support services outside of Normal Business Hours.
- The Supplier may apply Upgrades to the Platform from time to time without first
obtaining the consent of the Customer.
- Customer data
- 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
- 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
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.
- 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.
- The parties acknowledge that:
- 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.
- 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.
- 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
- 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:
- 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;
- not transfer any personal data outside of the European Economic Area and
the United Kingdom unless the following conditions are fulfilled:
- the Customer or the Supplier has provided appropriate safeguards
in relation to the transfer;
- the data subject has enforceable rights and effective legal
- 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
- the Supplier complies with reasonable instructions notified to
it in advance by the Customer with respect to the processing of
the personal data;
- 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;
- notify the Customer without undue delay on becoming aware of a personal
- 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
- 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.
- 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).
- 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
- The Supplier undertakes that the Services will be performed with reasonable
skill and care.
- 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
- The Supplier:
- does not warrant that:
- the Customer’s use of the Platform will be uninterrupted or
- the Customer’s use of the Services will be uninterrupted or
- that the Services and/or the information obtained by the
Customer through the Services will meet the Customer’s
- the Platform will be free from Virus and Vulnerabilities;
- 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
- 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:
- 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;
- carry out all other Customer responsibilities set out in these
terms and conditions in a timely and efficient manner;
- 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
- ensure that its network and systems comply with any relevant
specifications provided by the Supplier from time to time; and
- 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.
- Charges and payment
- The Customer shall pay the Subscription Fees to the
Supplier for the User Subscriptions in accordance with
this clause 9.
- 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
the Supplier and any other relevant valid, up-to-date
and complete contact and billing details.
- The Customer hereby authorises the Supplier to bill such
- 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.
- 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.
- 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
- are exclusive of value added tax, which shall be
added to the Supplier’s invoice(s) at the
- 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
- 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.
- 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
- is or becomes publicly known other than through any act or
omission of the receiving party;
- was in the other party’s lawful possession before the
- is lawfully disclosed to the receiving party by a third party
without restriction on disclosure; or
- is independently developed by the receiving party, which
independent development can be shown by written evidence.
- 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:
- the implementation of these terms and conditions;
- to access and use the Platform; or
- to facilitate the provision of the Services.
- 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.
- 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.
- The Customer acknowledges that the Platform, the Services and any
details or documentation relating to both shall constitute the
Supplier’s Confidential Information.
- The Supplier acknowledges that the Customer Data is the Confidential
Information of the Customer.
- The above provisions of this clause 11 shall survive termination of
these terms and conditions, however arising.
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
- Except as expressly and specifically provided in these terms and conditions:
- 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;
- 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
- the Platform and the Services are provided to the Customer on an “as is”
- Nothing in these terms and conditions excludes the liability of the Supplier:
- for death or personal injury caused by the Supplier’s negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to clause 13.1 and clause 13.2:
- 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
- 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
- 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),
- 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
- otherwise terminated in accordance with the provisions of these terms
and the Initial Subscription Term together with any subsequent Renewal Periods shall
constitute the Subscription Term.
- 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:
- 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
- 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;
- 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
- 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;
- 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;
- 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;
- 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
- the holder of a qualifying floating charge over the assets of that other
party has become entitled to appoint or has appointed an administrative
- 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
- 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;
- 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
- the other party suspends or ceases, or threatens to suspend or cease,
carrying on all or a substantial part of its business.
- On termination of these terms and conditions for any reason:
- 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;
- 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
- 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.
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.
- 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
- 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
- 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.
- 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.
- 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.
- 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.
- 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
- 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
- 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.
- 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.
- 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.
- 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.
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
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
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.
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
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.