SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT
BACKGROUND
(A) The Supplier has developed certain software applications and platforms, through the Website, which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of conducting Data Synthesis Projects including compiling and producing Evidence Maps.
(B) The Subscriber wishes to use the Supplier’s Services and Website in its business operations.
(C) The Supplier has agreed to provide, and the Subscriber has agreed to take and pay for, the Supplier’s Services subject to the terms and conditions of this Agreement.
Agreed terms.
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Additional Fees: means those fees payable by the Subscriber to the Supplier as set out on our Pricing page, including but not limited to the Additional User Subscription Fee, the Excess Storage Fee, Enhanced Support and Training Fees and/or fees for any Upgrades (as defined in clause 7.7).
Additional User Subscription Fee: the additional fee payable by the Subscriber to the Supplier for the any additional User Subscriptions, as set out on our Pricing page.
Agreement: means this software as a subscription service agreement, including the Order and Documentation.
Applicable Data Protection Laws: means:
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.
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: the beneficial ownership of more than 50% (fifty per cent) 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 interpreted accordingly.
Clients: means the clients or customers of the Subscriber who has commissioned or otherwise appointed the Subscriber to prepare or perform work on an Evidence Mapper project for the Clients and Client shall mean any one of them.
Client Personal Information: any personal data which the Subscriber processes in connection with this Agreement, in the capacity of a processor on behalf of the Client.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.
Data Synthesis Projects: any project that is based on the identification and collection of multiple publications of relevance to a topic.
Documentation: the document made available to the Subscriber by the Supplier online via https://www.evidencemapper.co.uk/ or such other web address notified by the Supplier to the Subscriber 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 as confirmed in the Order.
Enhanced Support and Training: means those support and training services provided by the Supplier outside the Support Services Policy.
Enhanced Support and Training Fee: the additional fee payable by the Subscriber to the Supplier for the any additional User Subscriptions, as set out in the Order.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Evidence Map: means an individual literature review and/or Evidence Map generating project, consisting of a set of abstracts, documents and other publications that are screened, sorted, indexed, downloaded and/or published as one Evidence Map and Evidence Maps shall mean more than one Evidence Map, by the conducting of Data Synthesis Projects.
Evidence Mapper: the online platform where individual Evidence Maps are compiled, indexed, stored and accessed.
Evidence Mapper Automation: means any tools, features, or functionality made available to the Subscriber via the Services that utilise data models. This includes: any form of automated system or technology that can interact with, utilise, or operate the Evidence Mapper. Automation can include but is not limited to the Supplier AI, scripted bots, machine learning models, large language models or other artificial intelligence models, data scrapers or crawlers, or scheduled processes. These models and the Data used to train and assist the Subscriber may be owned by the Supplier or third parties.
Excess Storage Fee: the additional fee payable by the Subscriber to the Supplier for the any additional User Subscriptions, as set out on our Pricing page.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Subscriber or a User (but not the Supplier) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Initial Subscription Term: means a period of 12 (twelve) months from the Effective Date.
Mandatory Policies: the Supplier’s business policies and codes, as amended by notification to the Subscriber from time to time or located on the Website at https://www.crystallise.com.
Normal Business Hours: 8.00 am to 5.00 pm local UK time, each Business Day.
Order: means the document completed by the Subscriber on the Website when subscribing for the Services, setting out inter alia the Subscriber’s details, Subscriber’s address, User Subscriptions, Subscription Fees, if applicable Additional Fees and any other information as required in this Agreement.
Parties: means the Supplier and the Subscriber and Party shall mean either one of them.
Renewal Period: the period described in clause 15.1.
Sanctions: any laws or regulations relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a Sanctions Authority.
Sanctions Authority: the UK and/or the United Nations (UN) (and any other governmental authority with jurisdiction over a Party or any part of its business or operations or their subcontractors used in the performance of this Agreement, and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities, including (without limitation) the UN Security Council, His Majesty’s Treasury and the UK’s Office of Financial Sanctions Implementation and Department of International Trade.
Sanctions List: any of the lists issued or maintained by a Sanctions Authority designating or identifying persons that are subject to Sanctions, in each case as amended, supplemented or substituted from time to time, including (without limitation) the UK Sanctions List, Consolidated List of Financial Sanctions Targets in the UK and the Consolidated United Nations Security Council Sanctions List.
Sanctions Proceedings: any actual or threatened:
a) litigation, arbitration, settlement or other proceedings (including alternative dispute resolution, criminal and administrative proceedings); or
b) investigation, inquiry, enforcement action (including the imposition of fines or penalties) by any governmental, administrative, regulatory or similar body or authority,
in each case relating to, or in connection with, any actual or alleged contravention of Sanctions.
Sanctions Target: a person that is:
a) listed on a Sanctions List;
b) Owned or Controlled by a person listed on a Sanctions List;
c) resident, domiciled or located in, or incorporated or organised under the laws of, a country or territory that is subject to any Sanctions; or
d) otherwise identified by a Sanctions Authority as being subject to Sanctions.
Services: the subscription services provided by the Supplier to the Subscriber under this Agreement via the Website or any other website notified to the Subscriber by the Supplier from time to time, as more particularly described in the Documentation for the usage of the Evidence Mapper and/or Evidence Mapper Automation to produce Evidence Maps.
Software: the online software applications provided by the Supplier as part of the Services, through the Website.
Subscriber: the Party identified as the Subscriber in the Order, together with their registration number and address.
Subscriber Data: the data inputted by the Subscriber, Users, or the Supplier on the Subscriber’s behalf for the purpose of using the Services or facilitating the Subscriber ‘s use of the Services, but shall exclude Subscriber Personal Information.
Subscriber Personal Data: any personal data which the Supplier processes in connection with this Agreement, in the capacity of a processor on behalf of the Subscriber and shall include Client Personal Information.
Subscription Fees: the subscription fees payable by the Subscriber to the Supplier for the User Subscriptions, as set out on our Pricing page and confirmed in the Order.
Subscription Term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Supplier: Crystallise Limited incorporated and registered in England and Wales with company number 07980921 whose registered office is at 17 High Street, Stanford-Le-Hope, Essex, England SS17 0HD.
Supplier AI: means any tools, features, or functionality made available to the Subscriber via the Services that utilise data models trained by machine learning and artificial intelligence.
Supplier Personal Data: any personal data which the Supplier processes in connection with this Agreement, in the capacity of a controller.
Support Services Policy: the Supplier’s policy for providing support in relation to the Services as made available at https://www.evidencemapper.co.uk/ or such other website address as may be notified to the Subscriber from time to time.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
Users: those employees, agents and independent contractors of the Subscriber who are authorised by the Subscriber to use the Services and the Documentation, as further described in clause 2.2(d) and User shall mean any one of them.
User Subscriptions: the User subscriptions purchased by the Subscriber pursuant to clause 9.1 which entitle User s 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, the Website, 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 interpreted accordingly.
Website: means https://www.evidencemapper.co.uk.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
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 this Agreement.
1.8 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.
1.9 A reference to writing or written excludes fax but not email unless otherwise agreed to in writing between the Parties.
1.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
2. User Subscriptions
2.1 Subject to the Subscriber purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Subscriber a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Users to use the Services and the Documentation during the Subscription Term solely for the Subscriber ‘s internal business operations.
2.2 In relation to the User s, the Subscriber undertakes that:
(a) the maximum number of Users that it authorises to access and use the Website, 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 User unless it has been reassigned in its entirety to another individual User with the written permission and authority of the Supplier, in which case the prior User shall no longer have any right to access or use the Website, Services and/or Documentation;
(c) each User shall keep a secure password for their use of the Services and Documentation, the Supplier shall be entitled to change such password, if required, and each User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Users and provide such list to the Supplier within 5 (five) Business Days of the Supplier’s written request at any time or times;
(e) if any of the audits referred to in clause 8.1(g) reveal that any password has been provided to any individual who is not a User, then without prejudice to the Supplier’s other rights, the Subscriber shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual;
(f) the User shall be entitled to share Evidence Maps created for Clients with such Clients and the Clients shall only be able to view and/or peruse such Evidence Map. The User shall not permit or otherwise allow the Client to have any additional access to the Website and/or Documentation and/or Services; and
(g) if any of the audits referred to in clause 8.1(g) reveal that the Subscriber has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Subscriber shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out on our Pricing page within 10 (ten) Business Days of the date of the relevant audit.
2.3 The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that, in the sole discretion of the Supplier:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber ‘s access to any material that breaches the provisions of this clause.
2.4 The Subscriber shall not:
(a) 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:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website and/or Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, 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 and this Agreement; license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website, Services and/or Documentation available to any third party except the Users and Clients in terms of clause 2.2(f), 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 2; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.
2.5 The Subscriber 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.
2.6 The rights provided under this clause 2 are granted to the Subscriber only and shall not be considered granted to any subsidiary or holding company of the Subscriber.
3. Additional User Subscriptions
3.1 Subject to clause 3.2 and clause 3.3, the Subscriber may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out on our Pricing page and the Supplier shall grant access to the Services and the Documentation to such additional Users in accordance with the provisions of this Agreement for payment of the Additional User Subscription Fee.
3.2 If the Subscriber wishes to purchase additional User Subscriptions, the Subscriber shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Subscriber with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 10 (ten) Business Days of its approval of the Subscriber ‘s request.
3.3 If the Supplier approves the Subscriber ‘s request to purchase additional User Subscriptions, the Subscriber shall pay to the Supplier the relevant fees for such additional User Subscriptions as set out on our Pricing page and, if such additional User Subscriptions are purchased by the Subscriber part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
4. Services
4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Subscriber on and subject to the terms of this Agreement.
4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 (twenty-four) hours a day, 7 (seven) days a week, except for:
(a) planned maintenance; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Subscriber at least 2 (two) Normal Business Hours’ notice in advance.
4.3 The Supplier will, as part of the Services and at no additional cost to the Subscriber, provide the Subscriber with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy.
4.4 The Subscriber may purchase Enhanced Support Services separately at the Supplier’s then current Enhanced Support and Training Fees.
5. Data protection
5.1 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.
5.2 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.
5.3 The Parties have determined that, for the purposes of Applicable Data Protection Laws:
(a) the Supplier shall act as controller in respect of the Supplier Personal Data and processing activities set out the Supplier’s Data and Privacy Policy;
(b) the Supplier shall process the personal data, as a processor on behalf of the Subscriber in respect of the Subscriber Personal Data.
5.4 Should the determination in clause 5.3 change, then each Party shall work together in good faith to make any changes which are necessary to this clause 5.
5.5 By entering into this Agreement, the Subscriber consents to (and shall procure all required consents, from its Clients, personnel, representatives and agents, in respect of) all actions taken by the Supplier in connection with the processing of Subscriber Personal Data and Subscriber Personal Data, provided these are in compliance with the then-current version of the Supplier’s Privacy Policy. In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Agreement, the Privacy Policy will take precedence.
5.6 Without prejudice to the generality of clause 5.2, the Subscriber will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Subscriber Personal Data to the Supplier and lawful collection and/or processing of the same by the Supplier for the duration and purposes of this Agreement.
5.7 Without prejudice to the generality of clause 5.2 the Supplier shall, in relation to Subscriber Personal Data:
(a) process that Subscriber Personal Data only on the documented instructions of the Subscriber unless the Supplier is required by Applicable Data Protection Laws to otherwise process that Subscriber Personal Data. Where the Supplier is relying on Applicable Data Protection Laws as the basis for processing Subscriber Processor Data, the Supplier shall notify the Subscriber of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit the Provider from so notifying the Subscriber on important grounds of public interest. The Supplier shall inform the Subscriber if, in the opinion of the Supplier, the instructions of the Subscriber infringe Applicable Data Protection Laws;
(b) implement the technical and organisational measures set out the Privacy Policy to protect against unauthorised or unlawful processing of Subscriber Personal Data and against accidental loss or destruction of, or damage to, Subscriber Personal Data, which the Subscriber has reviewed and confirms 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;
(c) ensure that any personnel engaged and authorised by the Supplier to process Subscriber Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) assist the Subscriber insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Subscriber ‘s cost and written request, in responding to any request from a data subject and in ensuring the Subscriber ‘s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Subscriber without undue delay on becoming aware of a personal data breach involving the Subscriber Personal Data;
(f) at the written direction of the Subscriber, delete or return Subscriber Personal Data and copies thereof to the Subscriber on termination of the Agreement unless the Supplier is required by Applicable Law to continue to process that Subscriber Personal Data. For the purposes of this clause 5.8(f) Subscriber Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
(g) maintain records to demonstrate its compliance with this clause 5.
5.8 The Subscriber hereby provides its prior, general authorisation for the Supplier to:
(a) appoint processors to process the Subscriber Personal Data, provided that the Supplier:
(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in the Privacy Policy;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
(iii) shall inform the Subscriber of any intended changes concerning the addition or replacement of the processors, thereby giving the Subscriber the opportunity to object to such changes provided that if the Subscriber objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Subscriber shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.
(b) transfer Subscriber Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Subscriber shall promptly comply with any reasonable request of the Supplier, 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 UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
5.9 Either Party may, at any time on not less than 30 (thirty) days’ notice, revise clause 5 by replacing it (in whole or part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner’s Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by attachment to this Agreement, but only in respect of such matters which are within the scope of the Amended Terms.
6. Third party providers
The Subscriber acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes 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 the Subscriber, with any such third party. Any contract entered into, and any transaction completed via any third-party website is between the Subscriber and the relevant third party, and not the Supplier. The Supplier recommends that the Subscriber refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
7. Supplier’s obligations
7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and 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 with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Subscriber with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Subscriber ‘s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3 The Supplier:
(a) does not warrant that:
(i) the Subscriber ‘s use of the Services and/or Website will be uninterrupted or error-free; or
(ii) that the Website, Services, Documentation and/or the information obtained by the Subscriber through the Services will meet the Subscriber ‘s requirements; or
(iii) the Website, Software or the Services will be free from Vulnerabilities or Viruses; or
(iv) the Website, Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
(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 Subscriber acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4 This Agreement 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 this Agreement.
7.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
7.6 The Supplier shall follow its archiving procedures for Subscriber Data as set out in its relevant policy available at https://www.crystallise.com or such other website address as may be notified to the Subscriber from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Subscriber Data, the Subscriber ‘s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data from the latest back-up of such Subscriber Data maintained by the Supplier in accordance with the archiving procedure described in its relevant policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Subscriber Data maintenance and back-up for which it shall remain fully liable).
7.7 The Supplier reserves the right to develop, implement or introduce additional functions and/or features to the Website and/or Services (Upgrades) and at the Supplier’s sole election and discretion can include such Upgrades in Subscription Fee and Services provided to the Subscriber, alternatively offer the Upgrades to the Subscriber at an Additional Fee to be offered to the Subscriber and agreed to by the Subscriber.
7.8 The Supplier shall, upon receipt of payment from the Subscriber, prepare a bespoke domain for the Subscriber for use of the Services and the Website during the Subscription Term (Subscriber Portal). The layout, aesthetics, functionality and other operable elements of the Subscriber Portal shall be within the sole discretion of the Supplier and the Subscriber may request variations or adjustments to the Subscriber Portal, but the Supplier shall not be obliged to perform the same.
7.9 The Supplier agrees that it shall not access the Subscriber Portal other than for the purposes of conducting any back-up services, support services or other maintenance related activities requested by the Subscriber.
8. Subscriber ‘s obligations
8.1 The Subscriber shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this Agreement; 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 Subscriber Data, security access information and configuration services;
(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Subscriber responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Subscriber ‘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 Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any User ‘s breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;
(g) permit the Supplier or the Supplier’s designated auditor to audit the Services in order to establish the name and password of each User and the Subscriber ‘s data processing facilities to audit compliance with this Agreement. Each 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 Subscriber ‘s normal conduct of business;
(h) comply with the Mandatory Policies; and
(i) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber ‘s network connections or telecommunications links or caused by the internet.
8.2 Unless otherwise provided for in this Agreement, the Subscriber shall own all right, title and interest in and to all of the Subscriber Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Subscriber Data.
9. Charges and payment
9.1 The Subscriber shall pay the Subscription Fees and the Additional Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and the Order.
9.2 The Subscriber shall on the Effective Date provide to the Supplier or its nominee valid, up-to-date and complete credit or debit card details or approved purchase order information acceptable to the Supplier or its nominee and any other relevant valid, up-to-date and complete contact and billing details and, if the Subscriber provides:
(a) its credit or debit card details to the Supplier or its nominee, the Subscriber hereby authorises the Supplier or its nominee to bill such credit or debit 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;
(iii) upon such Additional Fees being incurred or requested by the Subscriber.
(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Subscriber:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 15.1, at least 30 (thirty) days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
(iii) at least 30 (thirty) days pursuant to the Additional Fees being incurred or requested by the Subscriber,
and the Subscriber shall pay each invoice within 30 (thirty) days after the date of such invoice.
9.3 If the Supplier has not received payment within 30 (thirty) days after the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Subscriber, disable the Subscriber ‘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% (three per cent) over the then current base lending rate of the Supplier’s bankers in the UK 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 this Agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 13.3(b), non-cancellable and non-refundable, unless otherwise agreed to in writing between the Parties;
(c) are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
9.5 If, at any time whilst using the Services, the Subscriber exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Subscriber, and the Subscriber shall pay, the Supplier’s then current Excess Storage Fees. The Supplier’s Excess Storage Fees current as at the Effective Date are set out in Order.
9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3, the Enhanced Support and Training Fees payable pursuant to clause 4.3 and/or the Excess Storage Fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 90 (ninety) days’ prior notice to the Subscriber and the pricing and terms as located on our Pricing page shall be applicable to such Renewal Period.
10. Proprietary rights
10.1 The Subscriber acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Website, Evidence Mapper, Evidence Mapper Automation, Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Subscriber 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 Website, Evidence Mapper, Evidence Mapper Automation, Services and the Documentation.
10.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
10.3 The Subscriber grants the Supplier a perpetual, royalty free, non-exclusive, transferable right and licence to such Evidence Maps and/or Subscriber Data in order for the Supplier or its nominee to access and use the indexing the Subscriber utilises, creates, uploads or otherwise generates of the content the Subscriber has uploaded to the Evidence Maps in a disaggregated way.
10.4 Use of Supplier AI:
(a) the Subscriber may provide input to be processed by the Supplier AI (“Input”), and receive output generated and returned by the Supplier AI based on the Input (“Output”). Input and Output are the Subscriber’s Data, as applicable. The Subscriber acknowledges that Output may not be unique, and the Supplier AI may generate the same or similar Output for any number of Users. The Subscriber agrees that neither it nor the Users will provide Input or attempt to generate Output through Supplier AI that contains any personal data. The Subscriber’s access to or use of the Supplier AI does not grant the Supplier any right or license to use or share the Subscriber Data in a manner that is inconsistent this Agreement.
(b) the Subscriber will not use the Supplier AI; (a) to develop data sets, Evidence Maps, foundation models, or other large scale models that may compete with the Supplier or the Supplier AI; (ii) to mislead any person or imply that Output generated using the Supplier AI is unique or solely human generated; (iii) in a manner which violates any third party’s intellectual property; or (iv) in a way that violates the Mandatory Policies or Documentation.
(c) Artificial intelligence and machine learning technologies have known and unknown risks and limitations. The Subscriber acknowledges that it is solely responsible for developing its own internal policies regarding the appropriate use of these technologies and training the User s on the Subscriber’s account on such policies. By using the Supplier AI, the Subscriber acknowledges and agrees that (a) the Supplier is not responsible for any inaccuracies or errors in the Output, (b) the Supplier is not responsible for any biases or limitations of the underlying algorithms or data, and (c) the Supplier is not responsible for any Output that it may find harmful or offensive. If the Subscriber encounters any Output that is harmful, offensive, or not appropriate it shall report it to the Supplier without delay so that the Supplier can continue to iterate and improve these features.
(d) The Subscriber understands and agrees that any output obtained through the use of the Supplier AI is provided “as-is” and obtained at the Subscriber’s sole risk. The Subscriber should not rely on any factual assertions in the Output without independently fact checking their accuracy. No information or advice, whether written or oral, obtained by the Subscriber from the Supplier through the Supplier AI shall create any warranty not expressly made in this Agreement.
11. Confidentiality and compliance with policies
11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a Party or its Representatives (as defined below) to the other Party and that Party’s Representatives whether before or after the date of this Agreement in connection with the Website and/or the Services and/or the Documentation, including but not limited to:
(a) the existence and terms of this Agreement or any agreement entered into in connection with this Agreement;
(b) any information that would be regarded as confidential by a reasonable businessperson relating to:
(i) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs); and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs);
(c) any information developed by the Parties in the course of carrying out this Agreement and the Parties agree that:
(i) details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and
(ii) Subscriber Data shall constitute the Supplier’s Confidential Information;
but shall for the avoidance of any doubt exclude the Evidence Map.
Representatives means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers.
11.2 The provisions of this clause shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its Representatives in breach of this clause);
(b) was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;
(c) was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party; or
(d) the Parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving Party independently of the information disclosed by the disclosing Party.
11.3 Each Party shall keep the other Party’s Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third Party, except as expressly permitted by this clause 11.
11.4 A Party may disclose the other Party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
11.5 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 (including, without limitation, the London Stock Exchange) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.
11.6 A Party may, provided that it has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other Party of such disclosure.
11.7 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this Agreement.
11.8 On termination or expiry of this Agreement, each Party shall:
(a) destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information;
(b) erase all the other Party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c) certify in writing to the other Party that it has complied with the requirements of this clause, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient Party, subject to clause 14 (Termination).
11.9 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.
11.10 Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information.
11.11 The above provisions of this clause 11 shall survive for a period of 5 (five) years from termination or expiry of this Agreement.
12. Indemnity
12.1 The Subscriber 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 Subscriber ‘s use of the Website and/or Services and/or Documentation, provided that:
(a) the Subscriber is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber ‘s expense; and
(c) the Subscriber is given sole authority to defend or settle the claim.
12.2 The Supplier shall defend the Subscriber, its officers, directors and employees against any claim that the Subscriber ‘s use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Subscriber does not make any admission, or otherwise attempt to compromise or settle the claim and 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.
12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 (two) Business Days’ notice to the Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.
12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:
(a) a modification of the Website or Services or Documentation by anyone other than the Supplier; or
(b) the Subscriber ‘s use of the Website or Services or Documentation in a manner contrary to the instructions given to the Subscriber by the Supplier; or
(c) the Subscriber ‘s use of the Website or Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
12.5 The foregoing and clause 13.3(b) state the Subscriber ‘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.
13. Limitation of liability
WARNING: you are strongly advised to read the entire content of this clause.
13.1 Except as expressly and specifically provided in this Agreement:
(a) the Subscriber assumes sole responsibility for results obtained from the use of the Services, the generation of an Evidence Map and the Documentation by the Subscriber, 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 Subscriber in connection with the Services, or any actions taken by the Supplier at the Subscriber ‘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 this Agreement; and
(c) the Website, Services, Evidence Mapper and the Documentation are provided to the Subscriber on an “as is” basis.
13.2 Nothing in this Agreement 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.
13.3 Subject to clause 13.1 and clause 13.2:
(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, wasted expenditure, 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
(b) the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 12.2), 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 for the User Subscriptions during the 12 (twelve) months immediately preceding the date on which the claim arose.
13.4 Nothing in this Agreement excludes the liability of the Subscriber for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.
14. Sanctions
14.1 The Subscriber warrants that at the date of this Agreement it is not:
(a) a Sanctions Target and has not been a Sanctions Target at any time immediately prior to the date of this Agreement and nothing has occurred that could reasonably be expected to result in it becoming a Sanctions Target;
(b) contravening and has not contravened any Sanctions at any time; or
(c) has not in any way been involved in any Sanctions Proceedings (other than for the sole purpose of providing information or evidence in respect of such proceedings) at any time and to the best of its knowledge and belief there are no circumstances likely to give rise to any such Sanctions Proceedings.
14.2 At all times during the term of this Agreement, the Subscriber shall:
(a) not contravene any Sanctions;
(b) not do, or omit to do, any act that will cause or lead the Subscriber to contravene any Sanctions; and
(c) implement adequate policies and procedures to ensure compliance with Sanctions; and
(d) on request by the Supplier, certify to the Supplier, in writing signed by one of its officers, its compliance with clause 14.2(a) to clause 14.2(c) and provide such supporting evidence of compliance as the Supplier reasonably requests; and
(e) keep at its normal place of business detailed, accurate and up to date records and books of account sufficient to enable verification of its compliance with its obligations under clause 14.2(a) to clause 14.2(c) and permit their audit of such records and books of account on reasonable notice from the Supplier.
14.3 If at any time during the term of this Agreement the Subscriber becomes a Sanctions Target, is involved in Sanctions Proceedings (other than for the sole purpose of providing information or evidence in respect of such proceedings) the Supplier may in its absolute discretion and without affecting any other right or remedy available to it:
(a) treat such event as a force majeure event for the purposes of clause 16; or
(b) terminate this Agreement with immediate effect by written notice to the Subscriber under clause 15, including at any time during or following a suspension of the parties’ obligations under clause 16.
If there is any conflict between this clause 14 and clause 16, this clause 14 shall take precedence.
15. Term and termination
15.1 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 shall be automatically renewed for successive periods of 12 (twelve) months (each a Renewal Period), unless:
(a) either Party notifies the other Party of termination, in writing, at least 60 (sixty) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
15.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Subscriber if:
(a) the Subscriber fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 (ten) Business Days after being notified in writing to make such payment;
(b) the Subscriber commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 (thirty) days after being notified in writing to do so;
(c) the Subscriber 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 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(d) the Subscriber 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 the Subscriber with one or more other companies or the solvent reconstruction of the Subscriber;
(e) the Subscriber applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
(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 the Subscriber 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 the Subscriber;
(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 Subscriber (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of the Subscriber (being a company or limited liability partnership) 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 Subscriber or a receiver is appointed over the assets of the Subscriber;
(j) a creditor or encumbrancer of the Subscriber 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 Subscriber ‘s assets and such attachment or process is not discharged within 14 (fourteen) days;
(k) any event occurs, or proceeding is taken, with respect to the Subscriber in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive);
(l) the Subscriber suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) The Subscriber, in the reasonable opinion of the Supplier, breaches or otherwise contravenes clause 14 of this Agreement;
(n) the Subscriber ‘s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or
(o) there is a Change of Control of the Subscriber.
15.3 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the Subscriber shall immediately cease all use of the Website and/or Services and/or the Documentation;
(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 Agreement which existed at or before the date of termination shall not be affected or prejudiced.
15.4 This Agreement shall be concluded between the Supplier and the Subscriber upon the Subscriber completing the Order and submitting the Order to the Supplier, who in turn shall accept such Order. Upon acceptance and agreement of the Order by the Supplier, this Agreement shall come into effect and be fully enforceable as between the Parties.
16. Force majeure
16.1 Neither Party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 (three) months, the Party not affected may terminate this Agreement by giving 10 (ten) Business Days written notice to the affected Party.
17. Conflict and Precedence
17.1 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Order, the provisions in the main body of this Agreement shall prevail.
17.2 This Agreement applies to the exclusion of any other terms that the Subscriber seeks to impose or incorporate, whether directly or indirectly, or which are implied by law, trade custom, practice or course of dealing.
18. Variation
18.1 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
19. Waiver
19.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
19.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
20. Rights and remedies
20.1 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.
21. Severance
21.1 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.
21.2 If any provision or part-provision of this Agreement is deemed deleted under clause 21.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. Entire agreement
22.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
22.2 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.
22.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
22.4 Nothing in this clause shall limit or exclude any liability for fraud.
23. Assignment
23.1 The Subscriber shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
23.2 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Subscriber.
24. No partnership or agency
24.1 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).
25. Third party rights
25.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
26. Notices
26.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the following addresses (or an address substituted in writing by the Party to be served):
(i) Supplier: evidencemap@crystallise.com
(ii) Subscriber: the email address nominated by the Subscriber in the Order.
26.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
26.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
27. Governing law
27.1 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 interpreted in accordance with the law of England and Wales.
28. Jurisdiction
28.1 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 has been entered into on the Effective Date.