1. Acceptance

You accept this Agreement by the earlier of:

a.  Being granted access to the SaaS Solution or b. Making part or full payment of the Fees.

2. Services

2.1 In consideration of your payment of the Fees, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.

2.2 We will not be responsible for any Services unless expressly set out in the inclusions in the Schedule.

2.3 If this Agreement expresses a time within which the Services are to be provided, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only.

3. SaaS Licence

3.1 In consideration of your payment of the SaaS Solution Fee, we will supply you with the SaaS Solution in accordance with the Schedule.

3.2 During the Term, and subject to your compliance with this Agreement, we grant you and each Authorised User a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the SaaS Solution solely for your business purposes and as contemplated by this Agreement (SaaS Licence).

3.3 You agree that the SaaS Licence permits you to access and use the SaaS Solution in accordance with the SaaS Conditions, as set out in the Schedule.

4. Authorised Users

4.1 We agree to provide each Authorised User with access to the SaaS Solution in accordance with the Authorised User Permissions.

4.2 You will ensure each Authorised User complies with the terms of this Agreement.

4.3 You may request in writing that additional Authorised Users be granted a licence to access the SaaS Solution, in accordance with clause 12.

5. Account

5.1 You will require an Account in order to access and use the SaaS Solution.

5.2 Each Authorised User will require a login in order to access and use the SaaS Solution.

5.3 You must ensure that any information provided to us for any Account or login is accurate and complete, and you warrant that you are authorised to provide this information to us.

5.4 You and your Authorised Users must keep your Account and login details secure and confidential. You agree to immediately notify us if you become aware of, or have reason to suspect, any suspicious or unauthorised access to your Account or use of any login details linked to your Account.

5.5 We may suspend access to your Account where we reasonably believe there has been any unauthorised use of or access to the SaaS Solution. Where we do so, we will notify you within a reasonable time of the suspension occurring, and the Parties will work together to resolve the matter.

6. Beta Services

6.1 For the purposes of this clause:

• “Beta Services” means any services, software or functionality provided by us that are not generally available to customers and which are designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

6.2 From time to time, we may invite you to try Beta Services. You may accept or decline any such trial at your sole discretion. If you accept, we will provide you with access to the Beta Services at no additional cost.

6.3 You acknowledge and agree that: a. Any Beta Services are for evaluation purposes only and not for production use; b. The Beta Services may be subject to additional terms and conditions (which if applicable, will be provided to you and that you must accept before you are provided with access to the Beta Services); c. We have no obligation to maintain, support, update, or provide error corrections for the Beta Services; and d. We may discontinue Beta Services at any time at our sole discretion, and we reserve the right to never make the Beta Services generally available.

6.4 To the maximum extent permitted by law: a. We will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Beta Services; and b. The Beta Services are provided “as is”, are exclusive of any warranty whatsoever, and we expressly disclaim any warranties of merchantability or fitness for a particular purpose.

7. SaaS Licence – Additional Conditions of Use

You must not (and you must ensure that each Authorised user does not):

a. Access or use the SaaS Solution except as permitted by the SaaS Licence, or other than through the interface we provide; b. Access or use the SaaS Solution in any way that is improper or breaches any Laws, infringes any person’s rights (including Intellectual Property Rights and privacy rights), or gives rise to any civil or criminal liability; c. Interfere with or interrupt the supply of the SaaS Solution or our System, or any other person’s access to or use of the SaaS Solution; d. Introduce any Harmful Code into the SaaS Solution or our System; e. Directly or indirectly use, copy, decompile or reverse engineer the SaaS Solution; f. Allow others to access or use your Account (or in the case of Authorised Users, their login details), including any password or authentication details; g. Use the SaaS Solution to carry out security breaches or disruptions of a network; h. Attempt to access any data or log into any server or account that you are not expressly authorised to access; i. Circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or j. Access or use the SaaS Solution to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

8. Availability

8.1 Once you have been provided access to the SaaS Solution, we will use our best endeavours to make the SaaS Solution available at all times during the Term.

8.2 From time to time, we may perform such reasonable scheduled and emergency maintenance and updates in relation to the SaaS Solution in order to continue to supply the SaaS Solution to you and our other customers (Scheduled or Emergency Maintenance). You agree that access to, or the functionality of all or part of the SaaS Solution, may need to be suspended for a time in order for us to perform Scheduled or Emergency Maintenance, and to the maximum extent permitted by law, we will not be liable to you for any interruptions or downtime to the SaaS Solution as a result of any Scheduled or Emergency Maintenance.

8.3 We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the SaaS Solution.

9. Third Party Inputs

9.1 You acknowledge and agree that the Services may interact with, or be reliant on, certain Third Party Inputs, including your operating system, internet provider and web browser.

9.2 You acknowledge and agree that, unless we have expressly agreed to provide the services described in this clause 9.2 in the Schedule: a. You are responsible for obtaining and managing all licences for the relevant Third Party Inputs; b. You are responsible for paying all fees related to the Third Party Inputs; and c. You agree to comply with terms and conditions applicable to the relevant Third Party Inputs at all times.

9.3 We do not make any warranty or representation in respect of any Third Party Inputs.

9.4 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Inputs.

9.5 This clause 9 will survive the termination or expiry of this Agreement.

10. Additional Services and Audit Services

10.1 You may request us to provide you with Audit Services or Additional Services.

10.2 We may, at our discretion, provide you with written notice in the form of a statement of work, setting out (among other things) the Audit Services and/ or Additional Services requested and any further fee required for us to undertake the Audit Services and/ or Additional Services (Statement of Work).

10.3 If you agree to the Statement of Work for the Audit Services and/ or Additional Services, we will provide the Additional Services to you in consideration for payment of the additional fee, which will form part of the Fees.

10.4 Each Statement of Work will be subject to, and will be governed by, this Agreement and any other conditions agreed to by the Parties in writing. To the extent of any ambiguity or discrepancy between a Statement of Work and this Agreement, the terms of this Agreement will prevail.

10.5 You acknowledge and agree that the Audit Services may be contingent on the information you (or your Authorised User) provides to us. You agree (and will procure that your Authorised User agrees) to provide us with complete and accurate information to allow us to provide the Audit Services.

11. Privacy

Each Party agrees to comply with Data Protection Legislation and the Parties agree that our Data Processing Addendum (set out in attachment 1 to this Agreement forms part of this Agreement.

12. Variations

12.1 All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instruction or direction from you constitutes a variation to the scope of our obligations under this Agreement, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause.

12.2 Where you wish to add an Authorised User account, you should contact us [email protected]. On and from the date that we grant the additional Authorised User access to the SaaS Solution, we will charge you for the increase in the SaaS Solution Fees for the applicable Authorised User account on a pro-rata basis for the remainder of the Initial Term or Renewal Period (as applicable) We will invoice you for these amounts, and you agree to pay the additional SaaS Solution Fee in accordance with the payment terms set out on the invoice (or if none is stated then within 5 Business Days of the date of the invoice).

13. Your Obligations and Representations

13.1 You agree:

a) To comply with this Agreement and all applicable Laws; b) To provide all assistance, information, documentation, access, facilities and other things reasonably necessary to enable us to comply with our obligations under this Agreement or at Law; c) To provide us and our Personnel with reasonable, convenient and safe access to your premises and Systems to the extent reasonably necessary in order for us to supply the Services, and at the times agreed between the Parties; d) To ensure all information provided to us is kept up-to-date and the email address you provide is valid and regularly checked; e) To make any changes to your Systems, such as System upgrades, that may be required to support the delivery and operation of any Services; f) To ensure that any Systems used in connection with the Services have all necessary approvals and comply with all Laws; g) That you have reviewed and understand the terms of this Agreement (including our Privacy Policy), and that you (and Authorised Users) will use the Services in accordance with them; h) To notify us of any breach or suspected breach of this Agreement by you (or an Authorised User), within 48 hours of becoming aware of any such breach or suspected breach; and i) That you are responsible for all Authorised Users and other users within your organisation or within your control using the Services, including your Personnel.

13.2 You acknowledge and agree that:

a) The Services are provided to you and your Authorised Users, solely for your (and your Authorised Users’) benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without our prior written consent; b) Any information, advice, material, work and services (including the Services) provided by us under this Agreement does not constitute legal, financial, merger, due diligence, investment or risk management advice; c) You will be responsible for the use of any part of the Services by your Authorised Users and any other person you provide with access to the Services, and you must ensure that no person uses any part of the Services: 1) To break any Law or infringe any person’s rights (including Intellectual Property Rights); 2) To transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or 3) In any way that damages, interferes with or interrupts the supply of the Services; and d) You will not alter or modify the Services in any way that is not contemplated by the purposes of the Services.

14. Payment

14.1 You agree to pay us the Fees, and any other amount payable to us under this Agreement, in accordance with the Payment Terms.

14.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion): a) After a period of 5 Business Days, cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including reasonable legal fees, debt collector fees and mercantile agent fees); and/or b) Charge interest at a rate equal to 4% above the Bank of England’s base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Payment Terms.

14.3 You agree that we may vary the Fees by providing written notice to you of such variation. Where we provide this notice, the new Fees will take effect on and from the end of the Initial Term or the then Renewal Period. If you do not agree to any Fee variation: a) You agree to notify us in writing within 14 days of the Fee variation coming into effect; and b) Following receipt of such notice by us, the Parties will use all reasonable endeavours to work together to resolve the matter.

14.4 If: a) You have provided us with the notice in accordance with clause 14.3(a); and b) The Parties are unable to resolve the matter pursuant to clause 14.3(b), you may elect to terminate the Agreement prior to the end of the Initial Term or the then Renewal Period in accordance with the notice period in the Schedule, and in which case, clause 21.2 will apply.

14.5 To the maximum extent permitted by law, there will be no refunds or credits for any unused Services (or part thereof).

14.6 You agree that we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us (whether under this Agreement or otherwise).

15. Warranties

15.1 We warrant:

a) That we are properly constituted and have the right and authority to enter into this Agreement; b) That we will use reasonable efforts to ensure all of our obligations under this Agreement will be carried out by suitably competent and trained Personnel and in an efficient and professional manner; c) That we have legal authority to grant you the SaaS Licence; d) That all pre-existing Intellectual Property Rights in the Services (with the exception of the property rights in any Third-Party Inputs) will be owned, held or licensed by us; e) That the provision of the Services does not and will not infringe any other person’s Intellectual Property Rights; and f) That the Services will operate and be provided in accordance with this Agreement.

15.2 You represent, warrant and agree that:

a) You will provide us with any information that we require in order to provide the Services to you (for example, information that we need to set up the Accounts, and customise your dashboard; b) There are no legal restrictions preventing you from entering into this Agreement; c) All information and documentation that you provide to us in connection with this Agreement is true, correct and complete; d) You are not and have not been the subject of an Insolvency Event; e) If applicable, you hold a valid company number which has been advised to us; and f) If applicable, you are registered for VAT purposes.

16. Intellectual Property

Our Intellectual Property Rights

16.1 As between the Parties, you acknowledge and agree that we own all Intellectual Property Rights in: a) Our Materials; b) New Materials or Improvements; and c) Any Feedback, and as between the Parties, these Intellectual Property Rights will at all times vest, or remain vested, in us, and nothing in this Agreement constitutes an assignment or transfer of such Intellectual Property Rights. To the extent that ownership of these Intellectual Property Rights does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title to such rights.

16.2 In the use of any Intellectual Property Rights in connection with this Agreement, you agree that you must not (and you must ensure that your Personnel and any Authorised Users) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately.

16.3 You also agree that: a) We may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback; b) You must not whether directly or indirectly, without our prior written consent: 1) Copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any part of the Services or otherwise attempt to discover any part of the source code of the SaaS Solution; 2) Use any unauthorised, modified version of the Services, including (without limitation) for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the SaaS Solution; 3) Unless authorised under this Agreement, use the Services in a web-enabled form for the purposes of third-party analysis or view via the internet or other external network access method; 4) Rent or sublicence the use of the Services to any third parties, without our prior written consent or as otherwise permitted under this Agreement; 5) Take any action that may compromise or jeopardise our Intellectual Property Rights in the Services or otherwise; 6) Remove or deface any confidentiality, copyright or other proprietary notice placed on the Services; or 7) Use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing.

Your Intellectual Property Rights

16.4 As between the Parties, you will continue to own all Intellectual Property Rights in Your Materials.

16.5 You grant us a non-exclusive, revocable, worldwide, non-sublicensable (other than to companies within our ‘group’, as that term is defined in the Companies Act 2006) and non-transferable right and licence, to use Your Materials, solely for the performance of our obligations or exercising our rights under this Agreement.

16.6 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.

Your Data

16.7 As between the Parties: a) Your Data is and will remain your property; and b) You retain any and all rights, title and interest in and to Your Data, including all copies, modifications, extensions and derivative works.

16.8 You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data during the Term (and for a reasonable period after the Term), to: a) Supply the Services to you (including to enable you and your Personnel to access and use the Services), and otherwise perform our obligations under this Agreement; b) Diagnose problems with the Services; c) Enhance and otherwise modify the Services; d) Perform Analytics; e) Develop other services, provided we de-identify Your Data; and f) As reasonably required to perform our obligations under this Agreement.

16.9 You acknowledge and agree that: a) We are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, your Authorised Users or your Personnel; and b) We assume no responsibility or Liability for Your Data. You are solely responsible for Your Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to backup Your Data.

16.10 You represent, warrant, acknowledge and agree that: a) You have obtained all necessary rights, releases and permissions to provide or have Your Data provided to us and to grant the rights granted to us in this Agreement; b) Your Data (and its transfer to and/or use, collection, storage or disclosure by us as contemplated by this Agreement) does not and will not violate any Laws (including those relating to export control and electronic communications) or the rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and c) The operation of the Services is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Services.

16.11 This clause 16 will survive termination or expiry of this Agreement.

17. Analytics

17.1 You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it: a) Does not contain any identifying information; and b) Is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

17.2 We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.

17.3 We may use and disclose to our service providers anonymous data about your access and use of the SaaS Solution for the purpose of helping us improve the SaaS Solution. Any such disclosure will not include details of your, or any Authorised User’s, identity or personal information.

18. Confidential Information

18.1 Each Receiving Party agrees: a) Not to disclose the Confidential Information of the Disclosing Party to any third party (subject to clause 18.1(c); b) To protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; c) To only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with this Agreement, provided that those persons keep the Confidential Information confidential in accordance with this clause 18.1; and d) To only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under this Agreement.

18.2 The obligations in clause 18.1 do not apply to Confidential Information that: a) Is required to be disclosed in order for the Parties to comply with their obligations under this Agreement; b) Is authorised to be disclosed by the Disclosing Party; c) Is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement or other duty of confidence; or d) Must be disclosed by Law or by a regulatory authority, including under subpoena, or by the rules of any listing authority or stock exchange on which the Receiving Party’s shares are listed or traded.

18.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 18. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 18.

18.4 This clause 18 will survive the termination of this Agreement.

19. Exclusions to Liability

19.1 To the maximum extent permitted by law, we exclude all warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis, except where expressly set out in this Agreement.

19.2 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with: a) Any interruptions or downtime to the SaaS Solution as a result of any Scheduled or Emergency Maintenance; b) Your Computing Environment; a) Your, your Authorised Users, or your Personnel’s acts or omissions; b) Any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by this Agreement; c) Any works, services, goods, materials or items which do not form part of the Services (as expressed in this Agreement), or which have not been provided by us; d) Any Third Party Inputs; and/or e) Any event outside of our reasonable control (including a Force Majeure Event, and a fault, defect, error or omission in the Computing Environment or Your Data).

19.3 This clause 19 will survive the termination or expiry of this Agreement.

20. Limitations on Liability

20.1 The restrictions on liability in this clause 20 apply to every liability arising under or in connection with this Agreement including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

20.2 Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for: a) Death or personal injury caused by negligence; b) Fraud or fraudulent misrepresentation; and c) Defective products under the Consumer Protection Act 1987.

20.3 Subject to clause 20.2 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law: a) Neither Party will be liable for Consequential Loss; b) A Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by the other Party to mitigate its loss; and c) Our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

20.4 This clause 20 will survive the termination or expiry of this Agreement.

21. Term and Termination

21.1 This Agreement will operate for the Term.

21.2 This Agreement may be terminated immediately upon written notice by a Party (Non-Defaulting Party) if: a) The other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the beach by the Non-Defaulting Party; or b) The Defaulting Party suffers an Insolvency Event.

21.3 Upon expiry or termination of this Agreement: a) We will immediately cease providing the Services; b) We will be entitled to anonymise or permanently delete all Your Data within 1 month from expiry or termination of this Agreement; c) You agree that any payments made by you to us are not refundable to you; and d) You are to pay for all Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement.

21.4 We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.

21.5 Where this Agreement is terminated by us pursuant to clause 21.2 you agree to pay us: a) The Fees for the remainder of the Term; and b) Our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees).

21.6 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.

21.7 This clause 21 will survive the termination or expiry of this Agreement.

22. VAT

22.1 All amounts payable by you under this Agreement are inclusive of amounts in respect of value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under this Agreement by us to you, you agree, on receipt of a valid VAT invoice from us, to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

22.2 Where a value-added tax in your own country is applicable, the Fees will be exclusive of such value-added tax. You are responsible for all other taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for the payment of them. We have no responsibility to them on your behalf.

23. General

23.1 Access: The Services may be accessed in the UK and overseas. We make no representation that the Services comply with the Laws (including Intellectual Property Laws) of any country outside of the UK. If you access the Services from outside of the UK, you do so at your own risk and you are responsible for complying with the Laws in the place you access the Services.

23.2 Amendment: This Agreement may only be amended by written instrument executed by the Parties.

23.3 Assignment: Subject to clause 23.4, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

23.4 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

23.5 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

23.6 Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.

23.7 Electronic Execution: This Agreement may be executed using an Electronic Signature. The Parties acknowledge and agree that if a Party executes this Agreement using an Electronic Signature, then the Party is taken to have entered into this Agreement in electronic form and the Electronic Signature is deemed to be an original execution of the Agreement by the Party. “Electronic Signature” means an electronic method of signing that identifies the person and indicates their intention to sign this Agreement which may include software programs such as Docusign.

23.8 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask The Centre for Effective Dispute Resolution to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

23.9 Entire agreement: This Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

23.10 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause: a) As soon as reasonably practical, notifies the other party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and b) Uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under this agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

23.11 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.

23.12 Governing law: This Agreement is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

23.13 Illegal Requests: We reserve the right to refuse any request for or in relation to any Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement.

23.14 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

23.15 Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

23.16 Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Services to you, including on our website or in our promotional material.

23.17 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

23.18 Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.

23.19 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.

23.20 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 23.20, the Parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

24. Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

Account means an account accessible to you and/or your Authorised Users to use the Services, including, the SaaS Solution.

Additional Services means any Services not set out in the Services description in the Schedule which we agree to provide to you.

Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.

Audit Services means the audit services we may agree to provide to you, as set out in a Statement of Work.

Authorised User, if applicable, means a user permitted to access and use the Services under your Account, as further particularised in the Schedule.

Business Day means a day on which banks are open for general banking business in England, excluding Saturdays, Sundays and bank holidays.

Commencement Date means the date this Agreement is accepted in accordance with its terms.

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.

Confidential Information includes information which: a) Is disclosed to the Receiving Party in connection with this Agreement at any time; b) Is prepared or produced under or in connection with this Agreement at any time; c) Relates to the Disclosing Party’s business, assets or affairs; or d) Relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Fees under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.

Constituent Account is a type of Authorised User who is granted access to the SaaS Solution, with the permissions as set out in the Schedule.

Data Protection Legislation means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with this Agreement, including, without limitation, the Data Protection Act 2018.

Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or Authorised Users or your customers, whether made verbally, in writing, directly or indirectly, in connection with the Services.

Fees means the price set out in the Schedule, as adjusted in accordance with this Agreement.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Harmful Code means any computer program or virus or other code that is harmful, destructive, disabling or which assists in or enables theft, alternation, denial of service, unauthorised access to or disclosure, destruction or corruption of information or data.

Insolvency Event means where if a Party takes any step or action (or any analogous step or action) in connection with: a) Its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring); b) Applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986;
c) Being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring); or d) Having a receiver appointed to any of its assets or ceasing to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, business names, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the provision of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Manager Account is a type of Authorised User who is granted access to the SaaS Solution, with the permissions as set out in the Schedule.

Moral Rights means any moral rights, including those conferred by Chapter IV of the Copyright, Designs and Patents Act 1988.

New Materials means all Intellectual Property developed, adapted, modified or created by either Party or their respective Personnel in connection with the provision of the Services, but excludes Our Materials and Your Materials.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Premises means any premises the subject of the Services.

Privacy Policy means any privacy policy set out on our website at vyneanalytics.com/privacy-statement.

Receiving Party means the party receiving Confidential Information from the Disclosing Party.

Schedule means the schedule to this Agreement.

Services means the services that we agree to perform under this Agreement, as further particularised in the Schedule.

Site means vyneanalytics.com.

System means all hardware, software, networks, telecommunications and other IT systems used by a Party from time to time, including a network.

Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers or other subcontractors which the provision of the Services may be contingent on, or impacted by.

Your Data means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel and Authorised Users into the Services or stored by or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with this Agreement. Your Data does not include the Analytics, or any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement.

25. Interpretation

In this Agreement, unless the context otherwise requires:

(a) a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;

(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

(c) a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body;

(d) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, and permitted assigns;

(e) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;

(f) a reference to time is to local time in England; and

(g) a reference to £ or pounds refers to the currency of the United Kingdom from time to time.