Terms & Conditions (Service Agreement)

June 2021

PLEASE READ CAREFULLY BEFORE ACCESSING OR USING ANY SERVICES FROM THIS WEBSITE:

This Software as a Service Agreement (“agreement“) is a legal agreement between you (“Customer“, “you” or “your“) and Streem Connect Limited (“Supplier“, “us“, “we” or “our“) for the Services and Documentation as defined in this agreement. We allow you to use the Services and the Documentation on the basis of this agreement. We do not sell the Services or Documentation to you. We remain the owners of the Services and Documentation at all times.

IMPORTANT NOTICE TO ALL USERS:

  • BY ACCESSING AND USING THE SERVICES AND DOCUMENTATION PROVIDED FROM THIS WEBSITE YOU AGREE TO THE TERMS CONTAINED IN THIS AGREEMENT WHICH WILL BIND YOU, YOUR EMPLOYEES AND ANY OTHER AUTHORISED USERS. THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 13.
  • IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT ALLOW YOU TO ACCESS AND USE THE SERVICES AND THE DOCUMENTATION AND YOU MUST DISCONTINUE THE PROCESS NOW BY CLICKING ON THE “CANCEL” BUTTON BELOW. IN THIS CASE YOU MAY NOT ACCESS OR USE THE SERVICES OR DOCUMENTATION PROVIDED FROM THIS WEBSITE.
  • Terms and Conditions
  1. Interpretation
    • The definitions and rules of interpretation in this clause apply in this agreement.

“Applicable Data Protection Laws”

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

“Authorised Users”

those employees and Clients of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2.4.

“Back-up Policy”

the policy maintained by the Supplier in relation to the back-up of Customer Data which is available at [WEB ADDRESS] or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time.

“Business Day”

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

“Change of Control”

shall be as defined in section 1124 of the Corporation Tax Act 2010, and controls, controlled and the expression change of control shall be construed accordingly.

“Clients”

clients of the Customer with which the Customer has entered into a contract or retainer to provide accountancy, bookkeeping or other related services

“Confidential Information”

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

“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.

“Customer Personal Data”

any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

“Documentation”

the document made available to the Customer by the Supplier online via streemconnect.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

“Effective Date”

the date of this agreement.

“EU GDPR”

the General Data Protection Regulation ((EU) 2016/679).

“Initial Subscription Term”

the initial term of this agreement as set out in the Purchase Order

“Normal Business Hours”

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

“Services”

the Streem Connect subscription services provided by the Supplier to the Customer under this agreement via streemconnect.com or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.

“Software”

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

“Subscription Fees”

the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out on streemconnect.com or any other website notified to the Customer by the Supplier from time to time. The initial Subscription Fees payable by the Customer are set out in the

“Subscription Term”

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

“UK GDPR”

has the meaning given to it in the Data Protection Act 2018.

“User Subscriptions”

the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

“Virus”

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

“Vulnerability”

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

  • Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
  • A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
  • A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  • Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  • Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  • A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
  • A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
  • References to clauses and schedules are to the clauses and schedules of this agreement.
  1. User subscriptions
    • Subject to you purchasing the User Subscriptions in accordance clause 1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal business purposes and the purposes of the Clients’ businesses.
    • In relation to the Authorised Users, you undertake that:
      • you 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 or use the Services and/or Documentation;
      • you shall ensure that each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential;
      • you shall ensure that each Authorised User shall take all reasonable steps to ensure that the device on which the Services and Documentation are used are safe and secure and not left unattended whilst the Authorised User is using the Services or the Documentation;
      • 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 shall permit us or our designated auditor to audit the Services in order to establish the name and password of each Authorised User and your data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
      • if any of the audits referred to in clause 2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and
      • if any of the audits referred to in clause 2.5 reveal that you have underpaid Subscription Fees to us, then without prejudice to our other rights, you shall within 10 Business Days of the date of the relevant audit pay to us an amount equal to such underpayment as calculated in accordance with the prices set out in our current price list as published from time to time.
    • You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services 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 property;

and we reserve the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

  • You shall not:
    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
      • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
      • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    • access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
    • use the Services and/or Documentation to provide services to third parties other than its Clients;
    • license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
    • attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
    • introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.
  • You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
  • The rights provided under this clause 2 are granted to you only, and shall not be considered granted to any of your subsidiary or holding companies.
  1. Change in number of user subscriptions
    • You may, by giving us written notice and subject to paying the applicable Subscription Fees, from time to time during any Subscription Term, increase or decrease the number of User Subscriptions above or below the initial User Subscription number as set out in the Purchase Order, and we shall grant access to the Services and the Documentation to such changed numbers of User Subscriptions in accordance with the provisions of this agreement.
  2. Services
    • We shall, during the Subscription Term, provide the Services and make available the Documentation to you on and subject to the terms of this agreement.
    • We shall use commercially reasonable endeavours to make the Services 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 notice in advance.
    • We will, as part of the Services and at no additional cost to you provide the you with our standard customer support services during Normal Business Hours in accordance with the 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 any enhanced support services that we offer from time to time separately at our then current rates.
  3. Data protection
    • For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
    • Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
    • The parties have determined that, for the purposes of Applicable Data Protection Laws we shall process the personal data set out in Schedule 1, as a processor on your behalf. Should this determination change, then each party shall work together in good faith to make any changes which are necessary to this Clause 5 or the related schedules.
    • Without prejudice to the generality of clause 5.2, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to us and/or lawful collection of the same by us for the duration and purposes of this agreement.
    • In relation to the Customer Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.
    • Without prejudice to the generality of Clause 5.2 we shall, in relation to Customer Personal Data:
      • process that Customer Personal Data only on your documented instructions , which shall be to process the Customer Personal Data for the purposes set out in Schedule 1 unless we are required by Applicable Laws to otherwise process that Customer Personal Data;
      • where we are relying on Applicable Data Protection Laws as the basis for processing Customer Processor Data, we shall notify you of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit us from so notifying you on important grounds of public interest. We shall inform you if, in our opinion, your instructions  infringe Applicable Data Protection Legislation;
      • implement the technical and organisational measures set out in Schedule 1 to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which you have reviewed and confirm are 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;
      • ensure that any personnel engaged and authorised by us to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
      • assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with its obligations under Applicable Data Protection Laws 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 involving the Customer Personal Data;
      • at your written direction, delete or return Customer Personal Data and copies thereof to you on termination of the agreement unless we are required by Applicable Data Protection Laws to continue to process that Customer Personal Data. For the purposes of this clause 6.7 Customer Personal Data shall be considered deleted where it is put beyond further use by us; and
      • maintain records to demonstrate its compliance with this Clause 5 and allow for reasonable audits by you or the your designated auditor, for this purpose, on reasonable written notice.
    • You hereby provide your prior, general authorisation for us to:
      • appoint processors to process the Customer Personal Data, provided that we:
        • shall ensure that the terms on which we appoint such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on us in this clause 5;
        • shall remain responsible for the acts and omission of any such processor as if they were our acts and omissions; and
        • shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection.
      • transfer Customer Personal Data outside of the UK as required for the purpose set out in clause 5.6.1, provided that we shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, you shall promptly comply with any reasonable request made by us, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
    • Either party may, at any time on not less than 30 days’ notice, revise clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
  4. Third party providers
    • You acknowledge that the Services may enable or assist you and your Clients to access the website content of, correspond with, and obtain information and documentation from, third parties via third-party websites and that you and your Clients do so solely at your and their own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you or any of your Clients with any such third party.
    • Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not with us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.
    • We do not endorse, approve or warrant the accuracy or completeness of any third-party website nor the content of any of the third-party website made available via the Services.
  5. Supplier’s obligations
    • We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
    • The undertaking at clause 1 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 will, 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 7.1.
    • 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
        • the Software or the Services will be free from Vulnerabilities or Viruses.
      • 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.
    • 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 will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.
    • We shall follow its archiving procedures for Customer Data as set out in our Back-Up Policy. 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 maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We 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 us to perform services related to Customer Data maintenance and back-up for which we shall remain fully liable ).
  6. Customer’s obligations
    • You shall:
      • provide us with:
        • all necessary co-operation in relation to this agreement; and
        • all necessary access to such information as may be required by us;

in order to provide the Services, including but not limited to Customer Data, Customer Personal Data, security access information and configuration services;

  • 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 such assistance as agreed by the parties, 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 User’s breach of this agreement;
  • obtain and shall maintain all necessary licences, consents, and permissions necessary for us, 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;
  • 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 your network connections or telecommunications links or caused by the internet; and
  • ensure that where you do not own the Customer Data you have in place all permissions, licences and consents necessary to enable us to use the Customer Data for the purposes of providing the Services and the Documentation.
  • You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data.
  1. Charges and payment
    • You shall pay to us the Subscription Fees for the User Subscriptions in accordance with this clause
    • You shall on the Effective Date provide us with valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:
      • your credit card details to us, then you hereby authorises us to bill such credit card:
        • on the Effective Date for the estimated Subscription Fees payable in respect of the first month of Subscription Term; and
        • on the first day of each month thereafter for the Subscription Fees payable in respect of the next month;
      • its approved purchase order information to us, we shall invoice you:
        • on the Effective Date for the estimated Subscription Fees payable in respect of the first month of the Subscription Term; and
        • on the first day of the month therafter for the Subscription Fees payable in respect of the next month,

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 of our rights and remedies:
    • We may, without liability to the Customer, 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 judgment.
  • All amounts and fees stated or referred to in this agreement:
    • shall be payable in pounds sterling;
    • are, subject to clause 4.2, non-cancellable and non-refundable;
    • are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
  • We shall be entitled to increase all or any element of the Subscription Fees or the fees payable in respect of any additional User Subscriptions purchased pursuant to clause 3 upon 60 days’ prior notice to you and the Subscription Fees shall be deemed to have been amended accordingly.
  1. Proprietary rights
    • You acknowledge and agree that we own all intellectual property rights in the Services and the Documentation (the “Supplier’s Intellectual Property Rights“). 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, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    • We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights that we purport to grant under, and in accordance with, the terms of this agreement.
  2. Confidentiality
    • 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 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 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 4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    • You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
    • We acknowledge that the Customer Data is your Confidential Information.
    • No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (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 above provisions of this clause 11 shall survive termination of this agreement, however arising.
  3. Indemnity
    • 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.
  1. Limitation of liability
    • This clause 13 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
      • arising under or in connection with this agreement;
      • in respect of any use made by you (including without limitation any of your Authorised Users) of the Services and Documentation or any part of them; and
      • in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
    • Except as expressly and specifically provided in this agreement:
      • you assume sole responsibility for results obtained from the use of the Services and the Documentation by you or your Clients, 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 provided to us by you or your Clients in connection with the Services, or any actions taken by us 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.
    • Nothing in this agreement excludes our liability:
      • for death or personal injury caused by our negligence; or
      • for fraud or fraudulent misrepresentation.
    • Subject to clause 1 and clause 13.3:
      • we 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 this agreement; and
      • our 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 this agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose. The remedy set out in this clause 4.2 constitutes your sole and exclusive remedy in relation to any claims under this agreement.
    • Nothing in this agreement excludes your liability for any breach, infringement or misappropriation of our Intellectual Property Rights.
  2. Term and termination
    • This agreement 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, this agreement thereafter continue in force unless:
      • either party gives not less than 60 days’ notice in writing of termination, in which case this agreement shall terminate upon the expiry of the notice; or
      • otherwise terminated in accordance with the provisions of this agreement;
    • Without affecting any other right or remedy available to us, we may terminate this agreement with immediate effect by giving written notice to you if:
      • you fail to pay any amount due under this agreement on the due date for payment and remain in default not less than 30 days after being notified in writing to make such payment;
      • you commit a material breach of any other term of this agreement and (if such breach is remediable) fail to remedy that breach within a period of 30 days after being notified in writing to do so;
      • you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;
      • you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986;
      • 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 your business other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;
      • 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 your business (being a company, partnership or limited liability partnership);
      • you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;
      • your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of this agreement is in jeopardy;
      • you undergo a change of Control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
      • we reasonably believe that the security of any Authorised User accounts have been compromised.
    • On termination of this agreement for any reason:
      • all licences granted under this agreement shall immediately terminate and you and your Clients 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 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 the Customer 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 incurred by us 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.
  1. Force majeure

We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce  or the workforce of 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, provided that you are notified of such an event and its expected duration.

  1. General
    • If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
    • No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • 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.
    • 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.
    • 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.
    • If any provision or part-provision of this agreement is deemed deleted under clause 5 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.
    • 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. 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.
    • 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 shall limit or exclude any liability for fraud.
    • 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 this agreement.
    • 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 this agreement.
    • 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).
    • 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.
    • Any notice required to be given under this agreement 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 this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as notified from time to time.
    • 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 first 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. A notice sent by email shall be deemed to have been received at the time of transmission.
    • 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.
    • 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).

This agreement has been entered into on the date stated at the beginning of it.