PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
TERMS OF WEBSITE USE
Information about us
Cognitivplus.com is a site operated by Cognitiv+ LTD (“We”). We are registered in England and Wales under company number 09495698 and have our registered office at Impact Hub, 34b York Way, Kings Cross, London N1 9AB. Our main trading address is Impact Hub, 34b York Way, Kings Cross, London N1 9AB. We are a limited company.
- During the Subscription Term, subject to your payment of the Subscription Fees and your compliance with the terms and conditions of this agreement, we will make available to you the Platform and Services, in accordance with clause 7.
- The AI Platform, Services and Documentation (or portions thereof) may be subject to terms (e.g., terms accompanying the Services or the AI Platform, or made available in connection with ordering, installing, downloading, accessing, using or copying such materials) that are in addition to or different from the terms set forth in this agreement, and you agree to comply with such terms.
- We shall provide you with the Support Services in accordance with the Service Order, Additional Terms and their applicable schedules or referenced attachments, including the associated Service Level Agreement.
- We shall use commercially reasonable endeavours to make the AI Platform available 24 hours a day, seven days a week, except for:
- planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
- unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.
- We shall, as part of the Services and in consideration of the support fees set out in Definitions and Interpretations which are integral part of this General Terms and Conditions, provide you with Support Services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the Services are provided. We may amend the Support Services Policy in our sole and absolute discretion from time to time. You may purchase enhanced Support Services separately at our then-current rates.
- Further, we may provide additional Professional Services to you (for example, custom software development to enhance the functionality of the Software) in consideration of the Professional Service fees set out in the Service Order or Definitions and Interpretations. If there is no binding terms or agreement in place to govern the provision of the Professional Services, we may require you to execute a further Service Order. Unless otherwise stated, Professional Services shall be provided during Normal Business Hours.
LICENCE GRANTS AND PROPRIETARY RIGHTS
- Subject to your compliance with these terms and conditions, we grant you a non-exclusive, non-transferable, royalty-free licence, without right to grant sublicences, to use, and permit Authorised Users to use, the Services and the Documentation during the Subscription Term solely in your internal business operations in your ordinary course of business, and subject to the Entitlements. We reserve all other rights not expressly granted in this Agreement, to the extent permitted at law.
- In relation to the Authorised Users, you undertake that:
- the maximum number of Authorised Users you authorise to access and use the Services and the Documentation shall not exceed the number specified under the Entitlements;
- you will not allow or suffer any User Subscription to be used by more than one individual Authorised User;
- each Authorised User shall keep a secure and confidential password for his use of the Services and Documentation, and such password shall be changed at least every three months; and
- you shall maintain a written, up-to-date list of current Authorised Users and provide such list to us within 5 Business Days of our written request at any time or times.
- You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the AI Platform, Services or the Documentation.
- We confirm that we have all the rights in relation to the AI Platform, Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Agreement.
- You shall pay the Subscription Fees to the Supplier in accordance with Clauses 11 through 17 and the Service Order, the support fees in accordance with Clause 5 and the Service Order and, if applicable, professional service fees in accordance with Clause 6 and the Service Order.
- The Subscription Fees will remain fixed during the Initial Subscription Term and during each Renewal Period, unless:
- You exceed your Maximum Insights;
- You alter or vary the scope of the Services provided;
- You add additional Insights (in excess of any allocated Insights or the Maximum Insights, as part of the Services); or
- We agree differently from time-to-time, including in relation to any Service Order.
- We determine the Insights during the Initial Subscription Term and any Renewal Period by reviewing the number of Insights you have simultaneously created within the Cognitiv+ platform, which we shall audit and monitor remotely, and we will make this information available to you on request.
- We allow you to reasonably manage the number of Insights during the Initial Subscription Term and any Renewal Period and will not count Insights removed before our review, unless we consider acting reasonably, that these Insights have been temporarily removed to avoid an increase in Subscription Fees.
- The Subscription Fee will increase during the course of the Initial Subscription Term and any Renewal Period if you exceed your Maximum Insights in a Renewal Period; The costs and fees will be determined in accordance with the fees schedule set out above.
- We may alter our fees schedule at the beginning of each Renewal Period, provided that we provide you with seven days (7) notice prior to doing so.
- You shall on the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information and any other relevant valid, up-to-date and complete contact and billing details
- If you provide us with your credit card details, you authorise us to bill such credit card:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- subject to Clauses 45 through 47, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
- If you provide us with your approved purchase order information, we shall invoice you:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- subject to Clauses 45 through 47, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; and
- You shall pay each invoice within 30 days after the date of such invoice.
- If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies:
- We may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
- All amounts and fees stated or referred to in this Agreement:
- shall be payable in pounds sterling;
- are non-cancellable and non-refundable;
- are exclusive of all taxes imposed by all foreign, national, federal state and local authorities, including sales, use, excise and value-added taxes based upon any fees, royalties, support or maintenance, which shall be added to Our invoice(s) at the appropriate rate and payable by You.
- We shall be entitled to increase the Subscription Fees or the Support Service fees pursuant to Clause 5 payable at the start of each Renewal Period upon 90 days’ prior notice to you, and the Service Order shall be deemed to have been amended accordingly.
- We undertake that the Services shall be performed substantially in accordance with the Documentation and with reasonable skill and care, subject to Clause 20.
- The undertaking at Clause 18 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Our instructions, or modification or alteration of the Services by any party other than us or Our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, We shall, at Our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in Clause 4.1.
- Notwithstanding Clause 18, We do not warrant that:
- your use of the Services will be uninterrupted or error-free; or
- that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements or that it is fit for purpose; or
- the Software or the Services will be free from Vulnerabilities; or
- the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
- We are 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 You acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- We are not responsible for any information or content displayed on, or transmitted through, the AI Platform.
- This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
- We warrant that we have, and shall maintain, all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.
- You shall provide us with all the necessary co-operation in relation to this agreement and all necessary access to such information as we may require in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.
- You shall:
- without affecting your other obligations under this agreement, comply with all applicable laws and regulations with respect to your activities under this agreement;
- carry out all your other responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of any such assistance we agree is necessary, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised Users’ breach of this agreement;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for us (or our contractors and agents) to perform our obligations under this Agreement, including without limitation the Services;
- ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
- be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the your network connections or telecommunications links or caused by the Internet.
- You shall not:
- decompile or reverse engineer, or otherwise attempt to obtain the source code for, the AI Platform or any Software used in the provision of the Services;
- use the name or proprietary logo(s) of Cognitiv+ without our prior written consent; or
- use the AI Platform, any Software used in the provision of the Services or the Services themselves for any purpose other than contemplated by this agreement.
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
- 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 disclosure;
- 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 31, 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 this agreement.
- 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 this Agreement.
- 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 31, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
- No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
- The provisions of Clauses 28 through 32 shall survive termination of this agreement, however arising
- You 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.
- In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data We have maintained in accordance with industry standards. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
- We shall, in providing the Services, comply with our Privacy and Security Policy relating to the privacy and security of the Customer Data as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.
- We may collect, use, and store data concerning the operation of the Service for purposes of testing and improving the AI Platform, provided that such data cannot be used to reveal your identity or any user of the Service. This Section shall survive the termination of this Agreement.
- Both parties shall comply with all applicable requirements of the Data Protection Legislation, and nothing herein shall relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
- The parties acknowledge that:
- if we process any personal data on your behalf when performing our obligations under this Agreement, you are the controller and we are 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 you and the Authorised Users are located in order to carry out the Services and our other obligations under this Agreement.
- Without prejudice to the generality of Clause 38, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this agreement so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf.
- Without prejudice to the generality of Clause 38, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under this agreement:
- process that personal data only on your documented written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us 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 We rely on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
- not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
- at least one party has provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- We comply with Our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- We comply with reasonable instructions notified to it in advance by You with respect to the processing of the personal data;
- assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify you without undue delay on becoming aware of a personal data breach;
- at your written direction, delete or return personal data and copies thereof to you 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
- maintain complete and accurate records and information to demonstrate our compliance with Data Protection Legislation and immediately inform you if, in our opinion, an instruction infringes it.
- 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).
- We shall not appoint or engage any third party as a sub-processor of the personal data under this Agreement without your prior specific or general written authorisation. In the event that authorisation is provided, any subcontract governing such processing shall be by way of a written agreement and include terms which impose substantially the same obligations on the sub-processor as are imposed on us with respect to its use and processing of the personal data under this agreement.
TERM AND TERMINATION
- This agreement shall, unless otherwise terminated as provided in Clauses 44 through 46 commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:
- either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
- otherwise terminated in accordance with the provisions of this agreement;
- 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 this agreement with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; or
- any insolvency, bankruptcy, ceasing of trade, assignment for the benefit of creditors, appointment of a trustee, administrator, liquidator or receiver, passing resolutions for winding-up (other than for solvent reconstruction or amalgamation) or similar event with respect to other party.
- On termination or expiration of this agreement for any reason:
- all licences granted under this agreement shall immediately terminate and You shall immediately cease all use of the Services and/or the Documentation;
- each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
- We may destroy or otherwise dispose of any of the Customer Data in our possession in accordance with Clause 41(e), unless we receive, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to you of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of our receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses We incur in returning or disposing of Customer Data;
- 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; and
- Clauses 28 through 33 (confidentiality), 34 through 43 (data protection), 44 through 46 (term; termination), 10 (indemnification), 11 (limitations and exclusions of liability) and 15 (miscellaneous) together with any accrued payment obligations, shall survive.
- You shall defend, indemnify and hold us harmless 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 your use of the Services and/or Documentation, provided that:
- you are given prompt notice of any such claim;
- we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
- you are given sole authority to defend or settle the claim.
- We shall defend you, your officers, directors and employees against any claim that your use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
- we are given prompt notice of any such claim;
- you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
- we are given sole authority to defend or settle the claim.
- In the defence or settlement of any claim, We may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
- In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
- a modification of the Services or Documentation by anyone other than us; or
- your use of the Services or Documentation in a manner contrary to, or not in accordance with, the instructions we have given to you; or
- your use of the Services or Documentation after notice of the alleged or actual infringement from us or any appropriate authority.
- The foregoing and Clause 55(b) states your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- You will indemnify and hold us, our licensors, service providers, and their respective affiliates, managers, agents and employees, harmless from and against all losses, costs, and expenses, including reasonable attorneys’ fee, from third party claims arising from your operation of the AI Platform, except for claims arising from our wrongful acts or omissions, subject to the terms, conditions, exclusions and limitation set out in this agreement.
LIMITATIONS AND EXCLUSIONS OF LIABILITY
- Nothing in this agreement limits or excludes the liability of the either party:
- for death or personal injury caused by its negligence; or
- for fraud or fraudulent misrepresentation; or
- to the extent that it cannot be limited or excluded under applicable law.
- Except as expressly and specifically provided in this agreement:
- You assume sole responsibility for results obtained from your (or any third party’s) use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts You provide to us in connection with the Services, or any actions We take at your 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 this agreement; and
- the Services and the Documentation are provided to You on an “as is” basis.
- Subject to Clause 53 and Clause 54:
- We shall not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
- any loss of actual or anticipated profits,
- loss of income, business or revenue,
- loss or depletion of goodwill, opportunity and/or similar losses,
- loss, destruction or corruption of data, information (including Customer Data) or technology,
- business interruption, downtime costs or any wasted expenditure or time,
- loss of anticipated savings,
- any pure economic or financial loss, in each case whether such loss or cost is direct, indirect or consequential; or
- for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.
- The exclusions in this Clause 55 shall apply whether or not the costs, losses or damages were caused by our (or our employees’, sub-contractors, or agents’) acts or omissions, and regardless of whether we have been informed of, or could have foreseen, the possibility or likelihood of such losses; and
- Our total aggregate liability in contract (including in respect of the indemnity at Clause 48), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.
- We shall not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
- Neither party shall have any liability to the other party under this agreement to the extent that it is prevented from or delayed in performing its obligations under this agreement, 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 (except for any strikes, lock-outs or other industrial disputes of its own workforce), 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, pandemic or default of suppliers or sub-contractors (each a “Force Majeure Event”). The party relying on this Clause to excuse performance shall notify the other party of the Force Majeure Event and the expected duration.
- If you are granted an express right to resell access to the AI Platform or the Services in a Service Order to third party user (the “End User”), such right is conditional upon your acceptance and compliance with the following:
- you shall be solely responsible for interacting with your customers on all matters including, without limitation, billing, dispute handling and resolution, and all other service-related requirements of the End User;
- we shall have no liability to the End User arising from or relating to this agreement or any Service Order, or any obligation to interact with the End User for any reason or purpose;
- you shall comply with all terms and conditions of this agreement and all Service Orders including, without limitation, your payment obligations, regardless of your ability to collect payment from the End User;
- you shall execute a written agreement with the End User (the “End User Agreement”) that contains terms at least as protective as, and no less restrictive than, those terms set forth in this agreement, including in particular (but not limited to) the confidentiality obligations and licence restrictions provided in the agreement; and
- you shall procure that the End User Agreement shall make provision that the Contracts (Rights of Third Parties) Act 1999 shall entitle us to enforce and take action against the End User in relation any breach of the terms of the End User Agreement.
- Governing Law. This agreement 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).
- Conflict. If there is an inconsistency between any of the provisions of these terms, the other Schedules and the Service Order, the order of precedence in interpretation shall be as follows (in descending order): the Service Order (including any referenced attachments); (ii) the Additional Terms (including any referenced attachments); (iii) the General Terms; and then (iv) the other Schedules (including any referenced attachments) to the agreement.
- Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- No Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement 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 this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- Severance. If any provision or part-provision of this agreement:
- 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 this agreement;
- is deemed deleted under Clause (a) 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. This agreement 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.
- No reliance. Each party acknowledges that in entering into this agreement 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 this agreement.
- Bribery. Each party agrees to comply with all applicable anti-bribery laws, which may include, without limitation, the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act.
- Misrepresentation and Fraud. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Nothing in this Clause (or elsewhere in this agreement) shall limit or exclude any liability for fraud.
- Assignment. Either party may assign this agreement, along with any Service Order, to any affiliate, or to a successor company pursuant to any reorganisation or merger of its business, or to any successor pursuant to any sale or transfer of all or substantially all of its assets provided that the assignee must be capable of performing its obligations under the agreement. No other assignment by either party shall be permitted without the prior written consent of the other party, which consent shall not be unreasonably withheld or denied. The rights and obligations under this agreement shall survive any merger or sale of either party and shall be binding upon the successors and permitted assignees of each party.
- No partnership or agency. Nothing in this agreement 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. This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Notices. Any notice required to be given under this agreement:
- shall be in writing and shall be sent by recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the authorised email address set out in this agreement;
- if sent by correctly-addressed 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;
- if sent by email to the authorised email address, shall be deemed to have been received within 1 Business Day (provided that the sender receives a receipt confirmation mail).
Changes to these terms
Please check this page from time to time to take notice of any changes we made, as they are binding on you.
To contact us, please email [email protected] .
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