Springwise Access has created this privacy statement in order to demonstrate our firm commitment to your privacy. We will never offer any information about you to any outside company unless we receive your prior consent. The following discloses our information gathering and dissemination practices for Springwise Access.
If for any reason you feel that your privacy or security has been compromised, contact us immediately at firstname.lastname@example.org.
Information we gather and track
Information on general usage and any optional personal details you provide to us will be used to provide you with enhanced features such as customized content, access to special sections on our websites and so on.
We collect the following types of information:
— Springwise Access collects data through registration from our subscribers. Additionally, usage information may be analysed so that we can judge our system’s performance or to determine whether we should offer customizable features in the future.
— Your computer reaches us via a particular IP (Internet Protocol) address. This can tell us things like what part of the world you’re connecting from. Or what service provider you are using. We may use your IP address to help diagnose problems with our server, and to administer our website. Your IP address may be used to help identify you and to gather broad demographic information.
— Your browser offers “cookies” which — unless you disable their use — store small amounts of data on your computer about your visit to our site. Cookies assist us in tracking which of our offerings you like best. However, cookies tell us nothing about you personally unless you specifically give us additional information.
SPRINGWISE ACCESS TERMS & CONDITIONS
SPRINGWISE INTELLIGENCE LIMITED
TERMS AND CONDITIONS – ACCESS DATABASE
1.1 The following definitions and rules of interpretation in this clause shall apply to the Conditions.
Authorised Users: those employees, agents, independent contractors, members (including students) of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 1.1(a).
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 the expression change of control shall be construed accordingly or the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Commencement Date: shall have the meaning given in clause 2.2.
Conditions: these terms and conditions.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5.
Contract: the contract between the Supplier and the Customer for the provision of the Services by the Supplier through the Software, which shall comprise the Term Sheet and these Conditions.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, together with any Harvested Data.
Documentation: the document made available to the Customer by the Supplier online via www.springwise.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.
Harvested Data: shall have the meaning given in clause 3.4.
Initial Subscription Term: the initial subscription term of this agreement as set out in section 4 of the Term Sheet.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Renewal Period: the period described in clause 15.1.
Services: the services set out in the Term Sheet as to be provided by the Supplier, subject to the Conditions.
Software: the online software programmes including ‘Springwise Access’ provided by the Supplier as part of the Services.
Springwise Access: the database of ideas and start-ups owned by the Supplier and known as ‘Springwise Access’;
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in section 3 of the Term Sheet.
Subscription Term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Supplier’s Website: the website hosted at www.springwise.com or such other website as the Supplier may specify from time to time.
Term Sheet: the order form attached hereto which specifies the details of the User Subscriptions and the Service purchased by the Customer and which has been signed by the Customer.
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 the Conditions.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of the Conditions.
1.3 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.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Conditions.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Conditions under that statute or statutory provision.
1.9 A reference to writing or written includes faxes but not e-mail.
1.10 Words and phrases defined in the Term Sheet shall have the same meaning in these Conditions.
1.11 References to clauses and schedules are to the clauses and schedules of the Conditions; references to paragraphs are to paragraphs of the relevant schedule to the Conditions.
2. BASIS OF CONTRACT
2.1 The Customer’s signature of the Term Sheet constitutes an offer by the Customer to purchase the Services, as supplied by the Supplier via the Software, in accordance with these Conditions and the Term Sheet.
2.2 The Customer’s offer (as set out in clause 2.1) shall only be deemed to be accepted when the Supplier commences the provision of the Services, at which point and on which date the Contract shall come into existence (the “Commencement Date”).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier that is not set out in the Contract.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. USER SUBSCRIPTIONS
3.1 Subject to clause 8.1, the restrictions set out in this clause 3 and the other terms and conditions of the Conditions, the Supplier hereby grants to the Customer a non-exclusive, non-transferable limited right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
3.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c) each Authorised User shall keep a secure password for his use of the Services and Documentation;
(d) it will follow the Supplier’s reasonable instructions issued from time to time in relation to relation to accessing the Software and utilising the Services;
(e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(f) if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
3.3 The Customer shall not access, store, distribute, transmit or expose the Software to any Viruses, or any other material during the course of its use of the Services that is illegal or may adversely affect the operation of the Software and the accessibility of the Services to other users of the Software or otherwise cause the Supplier to infringe the intellectual property rights of any third party and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
3.4 The Customer acknowledges that further to the operation of the Software, data will be harvested from third party sources and presented to Authorised Users (“Harvested Data”). The Supplier will use its reasonable endeavours to procure that the Harvested Data presented to Authorised Users is in accordance with the requests made by the relevant Authorised Users during the operation of the Software. However, the parties acknowledge and agree that the Supplier does not have control over the Harvested Data and that it may contain data which is offensive to the Customer, an Authorised User, illegal and / or the property of a third party. The Supplier accordingly gives no warranties as to the accuracy of the Harvested Data or that it will correspond with the requirements of the Customer or any Authorised Users and shall not, to the fullest extent permitted under applicable law, be liable to the Customer for any losses, liabilities, costs and / or expenses incurred by the Customer as a result of its access and / or use of the Customer Data.
3.5 Subject to clause 3.6, the Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under the Conditions, 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
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) 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
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 23.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and
3.6 The Customer may download and make copies of materials downloaded from the Supplier’s Website including materials from Springwise Access and may distribute such materials to Authorised Users.
3.7 The Customer 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 the Supplier.
3.8 The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4. ADDITIONAL USER SUBSCRIPTIONS
4.1 Subject to clause 4.2 and clause 4.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in section 4 of the Term Sheet and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of the Conditions.
4.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld).
4.3 If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as notified by the Supplier and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
5.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Conditions.
5.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven (7) days a week, except for:
(a) planned maintenance carried out outside Normal Business Hours; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance.
6. CUSTOMER DATA
6.1 Except to the extent such data comprises personal data (as defined in the Data Protection Act 1998) of the Customer or any Authorised User (“Customer Personal Data”), the Customer Data shall remain the sole property of the Supplier and the Supplier shall own all right, title and interest in and to all of the Customer Data. The Supplier hereby grants to the Customer a non-exclusive, transferable, sub-licensable and perpetual licence to use the Customer Data for the purposes of the operation of its business from time to time, subject only to any restrictions agreed between the parties and set out in section 5 of the Term Sheet.
6.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with its archiving procedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
6.3 The Supplier shall, in providing the Services during the Subscription Term, use its reasonable endeavours to maintain the privacy and security of the Customer Data.
6.4 If the Supplier processes any Customer Personal Data on the Customer’s behalf when performing its obligations under the Conditions, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under the Conditions;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with the Conditions on the Customer’s behalf;
(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(d) the Supplier shall process the personal data only in accordance with the terms of the Conditions and any lawful instructions reasonably given by the Customer in writing from time to time; and
(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
7. SUPPLIER’S OBLIGATIONS
7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the provisions of the Conditions including its schedules with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 The Conditions shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Conditions.
8. CUSTOMER’S OBLIGATIONS
The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to the Conditions; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under the Conditions;
(c) carry out all other Customer responsibilities set out in the Conditions in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms of the Conditions and shall be responsible for any Authorised User’s breach of the Conditions; and
(e) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
9. CHARGES AND PAYMENT
9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and paragraph 3 of the Term Sheet.
9.2 The Customer shall on or before the Effective Date pay the Subscription Fees in cleared funds to the Supplier’s bank account as notified in writing to the Hogeschool INHolland Haarlem. Hogeschool INHolland Haarlem shall provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 15.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
(i) on the Effective Date for the Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 15.1, at least thirty (30) days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within thirty (30) days after the date of such invoice.
9.3 If the Supplier has not received payment on the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) 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 the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4 All amounts and fees stated or referred to in the Term Sheet:
(a) are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the
9.5 The Customer shall have 14 days from the Commencement Date within which to change their mind and cancel the Services. The Customer hereby acknowledges that this 14 day cancellation period is waived as soon as the Services have started to be downloaded or streamed by the Customer.
10. PROPRIETARY RIGHTS
10.1 The Customer acknowledges that:
(a) all Intellectual Property Rights in the Software, the Documentation and the Services are the property of the Supplier or its licensors, as the case may be;
(b) it shall have no rights in or to the Software, the Documentation and the Services other than the right to use them in accordance with the express terms of this Agreement; and
(c) the Supplier or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, coordination, development, presentation and supply of the Services; and
(d) any goodwill generated though the Customer’s use of the Springwise name or any registered trade marks shall belong only to the Supplier.
10.2 The Customer assigns to the Supplier, and shall assign to it, with full title guarantee all Intellectual Property Rights in any development of the Software, the Documentation and the Services it may create, by way of future assignment.
10.3 The Customer shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at the Supplier’s cost, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
10.4 The Customer shall co-operate with the Supplier to protect the goodwill and reputation of the Services.
10.5 Any display of the Services by the Customer shall credit, wherever technically and commercially feasible, the Supplier, any licensor of the Supplier or any other source of the Services specified by the Supplier as the source of the Services.
10.6 The Customer acknowledges that reference in any element of the Software, the Documentation and the Services to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by the Customer as free for general use, outside the scope of the use of the Materials authorised by this agreement.
11. INTELLECTUAL PROPERTY RIGHTS OBLIGATION
11.1 The Supplier undertakes to defend the Customer from and against any claim or action that the provision, receipt or use of the Software, the Documentation and the Services (wholly or in part) infringes any UK Intellectual Property Right excluding any US Intellectual Property Right of a third party (IPR Claim) and shall be responsible for any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against the Customer as a result of, or in connection with, any such IPR Claim, provided that, if any third party makes an IPR Claim, or notifies an intention to make an IPR Claim against the Customer, the Customer shall:
(a) give written notice of the IPR Claim to the Supplier as soon as reasonably practicable;
(b) not make any admission of liability in relation to the IPR Claim without the prior written consent of the Supplier;
(c) at the Supplier’s request and expense, allow the Supplier to conduct the defence of the IPR Claim including settlement; and
(d) at the Supplier’s expense, co-operate and assist to a reasonable extent with the Supplier’s defence of the IPR Claim.
11.2 Clause 11.1 shall not apply where the IPR Claim in question is attributable to:
(a) possession, use, development, modification or retention of the Software, the Documentation and the Services (wholly or in part) by the Customer other than in accordance with this Agreement,;
(b) the Customer’s failure to provide a suitable environment for connecting the Customer’s system to the Services in breach of clause 8(e);
(c) use of the Software, the Documentation and the Services (wholly or in part) in combination with any hardware or software not supplied or specified by the Supplier to the extent that the infringement would have been avoided by the use of the Software, the Documentation and the Services (wholly or in part) not so combined; or
(d) use of the Software, the Documentation and the Services (wholly or in part) in combination with any data not supplied or specified by the Supplier to the extent that the infringement would have been avoided by the use of the Software, the Documentation and the Services (wholly or in part) not so combined.
11.3 This clause 14 constitutes the Customer’s sole and exclusive remedy and the Supplier’s only liability in respect of IPR Claims and, for the avoidance of doubt, is subject to clause 14.
12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Conditions. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, 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 the Conditions.
12.3 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 the Conditions.
12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
12.6 This clause 12 shall survive termination of the Conditions.
12.7 No party shall make, or permit any person to make, any public announcement concerning the Conditions 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.
13.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation.
13.2 Subject always to clause 13.6, the Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
13.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer 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 the Conditions on two (2) Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
13.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than the Supplier; or
(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
13.5 The foregoing and clause 14.4(b) states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
14. LIMITATION OF LIABILITY
14.1 This clause 14 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
(a) arising under or in connection with the Conditions;
(b) in respect of any use made by the Customer of the Services and Documentation or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Conditions.
14.2 Except as expressly and specifically provided in the Conditions:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
(b) 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 the Conditions; and
(c) the Services and the Documentation are provided to the Customer on an “as is” basis.
14.3 Nothing in the Conditions excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for fraud or fraudulent misrepresentation.
14.4 Subject to clause 14.2 and clause 14.3:
(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
(b) the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract and / or the Services to be provided under it shall be limited to £3,000 or the total Subscription Fees paid for the User Subscriptions.
15. TERM AND TERMINATION
15.1 The Contract shall, unless otherwise terminated as provided in this clause 15, commence on the Commencement Date and shall continue for the Initial Subscription Term and thereafter shall terminate unless agreed otherwise by the Customer and the Supplier in writing.
15.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
(b) the Customer commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(c) the Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract or any part thereof;
(d) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(e) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;
(h) the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
(j) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within fourteen (14) days;
(k) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(d) to clause 15.2(j) (inclusive); or
(l) the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business or
(m) there is a change of control of the Customer.
15.3 On termination of the Conditions for any reason:
(a) all licences granted under the Conditions shall immediately terminate;
(b) 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; and
(c) 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 Conditions which existed at or before the date of termination shall not be affected or prejudiced.
16. FORCE MAJEURE
The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions of the Term Sheet and the Conditions, the provisions of the Term Sheet shall prevail.
No variation of the Contract 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.
20. RIGHTS AND REMEDIES
Except as expressly provided in the Conditions, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
21.1 If any provision (or part of a provision) of the Conditions are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
21.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
22. ENTIRE AGREEMENT
22.1 The Conditions, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
22.2 Each of the parties acknowledges and agrees that in entering into the Conditions it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Conditions or not) relating to the subject matter of the Conditions, other than as expressly set out in the Conditions.
23.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
23.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
24. NO PARTNERSHIP OR AGENCY
Nothing in the Contract (or any part thereof) 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).
25. THIRD PARTY RIGHTS
The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
26.1 Any notice required to be given under the Contract shall be in writing and shall be in writing to the other party to the Contract at the above address and shall be deemed served if delivered personally on the day of delivery, if sent by registered post three (3) days after the date postmarked or if sent by facsimile on acknowledgement by the recipient’s facsimile receiving equipment if the acknowledgement occurs on a Business Day before 17:00 hours local time of the recipient and in any other case on the following Business Day.
26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9:00 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 fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
27. GOVERNING LAW
The Contract 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 the Contract or its subject matter or formation (including non-contractual disputes or claims).
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