Our Contract with You 

These Conditions set out the nature of our relationship with you pursuant to your ordering of certain of Our Products,  Services and/or Features as further set out in PART A: The Commercial Terms Sheet and together with the documents referenced shall form the Agreement. The terms and conditions that are applicable shall depend upon the Products, Services and/or Features that You have subscribed for. 

Additional Terms shall apply in respect of the Products, Services and/or Features. By selecting the relevant Products, Services and/or Features that You wish to purchase by placing an Order You agree to those Additional Terms that are applicable to the Product, Service or Feature selected.   

We may agree Overriding Terms with You that may apply to the Agreement or any part of it from time to time and which, unless expressed otherwise, shall take precedence over the Conditions or Additional Terms.  

You may only submit an Order for, or accept the terms of, any Product, Service and/or Feature using methods specified by Us in relation to the relevant Product, Service and/or Feature; which may be online or offline. 

Our Order process allows You to check and amend any errors before submitting Your Order to us. Please check the order carefully before confirming it. You are responsible for ensuring that Your Order and any selection and related specification submitted by You is complete and accurate 

Although we may acknowledge Your Order, the contract between us shall only be formed upon Our Acceptance of Your Order. 

Each Order or Additional Terms relating to a Product, Service and/or Feature that are  applicable shall form part of this Agreement and shall not form a separate contract to it. You acknowledge that some Products, Services and/or Features may be dependent upon Your subscribing for other Products, Services and/or Features. 

If We are unable to supply You with a Product, Service and/or Feature for any reason, We will inform You of this by email or a message or alert via the Platform  and Your Order in respect of the relevant part only will not be processed/will be cancelled (as applicable). Where You have paid in advance, We will refund You the full amount. 

The terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 

Exclusivity and Restrictions  

Unless specified otherwise in the Commercial Terms Sheet, this Agreement shall not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. 

During the Term of this Agreement, You undertake not to: 

purchase the Products, Services and/or Feature from any person other than Us;  

distribute or create, any services or products or features that compete with the  Products, Services or Features; or 

distribute or resell the Products, Services and/or Features other than as expressly contemplated by this Agreement. 

Creation And Use of an account and Users 

You agree that Your use of the Services, Products and/or Features may require Your use of Our Platform (whether or not Credas Data is provided by API). In such case, You, acting through Your Authorised User, will be required to create and Account and accept the Platform Access Terms to receive the Products, Services and/or Features that You have subscribed for in accordance with the relevant Commercial Terms.   

You will allocate and issue user IDs and passwords to only those Authorised Users who are permitted to access your Account. We may impose limits or restrictions on the number of Authorised Users at our discretion. 

You will not allow your Account to be accessed by any individual that is not an Authorised User. We may at our discretion from time to time block or decline to accept any proposed Authorised User. 

You and your Authorised Users will: 

In using Our Platform to receive the benefit of the Products, Services and/or Features, You and any user, including without limitation Authorised Users and Users will be required to accept the User Terms. 

You will be responsible for the acts of your Authorised Users in relation to your Account.  Any act in relation to an Account traceable to the use of an Authorised User’s ID and password shall be deemed to have been committed by such Authorised User and by extension You. 

The terms of this Agreement including any Additional Terms or Overriding Terms shall apply to Our operation of Your Account.  We will ask you to submit the information requested through Your Account so that We can provide relevant Products and Features and perform relevant Services.  You agree that You will provide Us with any required information in relation to each applicable Product, Service and/or Feature in consideration of us providing you with the Services and Features relating to that Product. 

You shall use the highest industry standard security measures to safeguard against unauthorized access to and use of the Products, Services and/or Features by any individual, computer program, or other unauthorized user via Your Account or Your System.  Further, You shall implement professional monitoring plans under which You shall guard against but otherwise immediately detect any unauthorized access and/or use of the Products and/or Services. You shall immediately notify Us of any unauthorized access and/or use of the Products, Services and/or Features. In addition, You shall notify any other person(s) required to be notified by You under any relevant statute, regulation or order. 

If You or any Authorised User becomes aware, or suspects, or has reason to believe or confirms that there has been any of any misuse of any Product, Service, Feature or the Materials, or any Security Event in connection with this Agreement that could compromise the security or integrity of the Products, Services, Features or the Materials or otherwise adversely affect Us or our licensors, or if You or any Authorised User learns or suspects that any Security Feature has been revealed to or obtained by any unauthorised person You shall: 

immediately notify Us;  

promptly investigate the situation;  

if required by Applicable Law, or in Our reasonable discretion, be responsible for all legal and regulatory obligations including any associated costs which may arise in connection with the Security Event that have arisen from Your fault; 

provide all proposed third party notification materials to Us for review and approval, which shall not be unreasonably withheld, prior to distribution;  

fully co-operate with Us to investigate and remedy the issue as soon as reasonably practicable; and 

We may change Security Features on notice to You or the Authorised Users and/or  Users at any time for security reasons. 

Services and Products 

We shall provide the Products, Services and/or Features in accordance with the terms of the relevant Order, as set out in the Commercial Terms Sheet and any Specification or Statement of Work incorporated therein as may be varied or further specified in any Additional Terms. 

Unless specified, any timescales shall be indicative only and time shall not be of the essence. 

Any general descriptions or illustrations given by Us or on Our behalf, whether or not on the Platform are published for the sole purpose of giving an approximate idea of the Products, Services and/or Features described in them. They will not form part of the Agreement or have any contractual force save to the extent they form part of Additional Terms or any Specification. 

We reserve the right to vary, modify, suspend or withdraw any Products, Services and/or Features or their description at any time pursuant to the Change Process to: 

deal with technical problems or make technical changes; 

update the Products, Services and/or Features to reflect changes in Applicable Laws; or 

make changes to the Products, Services and/or Features as requested by You or notified by Us to You. 

We reserve the right to vary, modify, suspend or withdraw any Products, Services and/or Features or their description at any time to undertake  maintenance. Availability and maintenance windows are set out in the Support Policy.   

Warranties 

Subject to Clause 5.2 and any express reference in any Additional Terms or Overriding Terms We do not make any representation or give any warranty, term or condition, express or implied: 

as to the availability, functionality, features or performance of a Product, Service or Feature; 

as to the accuracy, currency or completeness of information and guidance contained in a Product, Service or Feature; 

that access to a Product, Service or Feature will be free from infection by viruses;  

that access to a Product, Service or Feature will be secure, uninterrupted, or free of technical problems; 

that a Product, Service or Feature will meet Your requirements, even if advised of such; 

that any performance dates or milestones will be met unless specified as such in the Commercial Terms Sheet, and Statement of Work or any Project Plan; such dates shall be estimates only and failure to perform by such dates will not give You the right to terminate the Agreement or any part thereof. 

Subject to the terms of Clause 5.1 and any Statement of Work or Project Plan, or any relevant Additional Terms or Overriding Terms, we shall provide the Products, Services and/or Features using reasonable care and skill. 

Each party warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement. 

Third Party Content 

A Product, Service or Feature may contain content which is not maintained by Us including content provided by You such as, without limitation, Assessment Sets (together the “Third Party Materials“). Such Third Party Materials are made available for Your convenience and information only. Third Party Materials are not under Our control and We are not responsible for the content or accuracy or completeness or updating of the Third Party Materials or those sites or data or the products or services or features  offered on or through the Third Party Materials or that comprise part of Our Services, Products or Features. Nor can we guarantee that Third Party Materials will stay up to date or not change without Our knowledge. The inclusion of a Third Party Material does not imply our endorsement of the Third Party Material or that we are in any way affiliated with the third party. 

You acknowledge and agree that Your Use of the Products, Services and/or Features may be subject to the Additional Terms (as applicable to the relevant Product, Service and Feature choice that you have subscribed for) of Third Party Suppliers (such as its Data Providers). To the extent that the Additional Terms refer to customers, You agree to use the Products, Services and Features and access the Credas Data contained therein as if it were a customer of the Third Party Supplier, which may include signing up to additional terms. Any reference to a services agreement in the Additional Terms shall also include this Agreement.   

 Fees 

The Charges or Fees paid by You to Us in respect of any Product, Service and/or Feature taken; as specified in the Commercial Terms Sheet, and the mutual obligations in these Conditions shall constitute consideration for this Agreement or any part hereof. 

Additional Terms relating to Charges or Fees shall apply depending upon the specific  Agreement Type, Product, Service and/or Feature ordered and may be specified in the Commercial Terms Sheet or the Additional Terms. 

Unless otherwise specified pursuant to Clause 7.2 above, We shall invoice You monthly in arears for and Products and Features taken and Services performed for that month. 

All amounts and fees stated or referred to in this Agreement: 

shall be payable in pounds sterling; 

are, unless otherwise specified in Additional Terms, non-cancellable and non-refundable; 

are exclusive of value added tax, which shall be added to Your invoice(s) at the appropriate rate. 

Unless otherwise specified in the Agreement Type, You shall pay each invoice submitted to it by us within 30 days of receipt to a bank account nominated in writing by us from time to time. 

You shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the provision of the Products, Services and/or Features to You. 

Without limiting the effect of Clause 7.7.3, sums payable under this Agreement are exclusive of VAT or any relevant local sales taxes, which shall be charged in accordance with the relevant local regulations in force at the time of making the relevant taxable supply and shall only be payable by You after receipt of a valid VAT or local sales tax invoice. If the VAT invoice is delivered after the relevant payment has been made, You shall pay the VAT due within [five] Business Days of Us delivering a valid VAT invoice. If You fail to comply with Your obligations under this Clause 7.6, You shall additionally pay all interest and penalties that thereby arise to Us. 

Without prejudice to any other right or remedy that we may have, if you fail to pay us any sum due under this Agreement on the due date: 

you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and 

we may suspend part or all of the Products, Services and/or Features until payment has been made in full and the provisions of Clause 8.3 shall apply. 

all sums payable to us under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

We shall be entitled to increase our Charges for the Products, Services and/or Features once in any calendar year on three month’s notice in writing unless any third party supplier to Us increases their charges to Us in respect of any component of the Products, Services and/or Features by more than 15% or otherwise renders Our performance uneconomic in which case We shall be entitled to pass on the increase to You. You shall be entitled to terminate the Agreement on written notice to Us within 30 days from the effective date of the increase if You do not agree with such increase.  

Any expenses, costs and charges incurred by You in the performance of Your obligations under this Agreement or that are required for You to receive the benefit of the Products, Services and/or Features shall be for Your own account unless We have expressly agreed beforehand in writing to pay such expenses, costs and charges. 

Your Obligations and undertakings 

It is Your responsibility to ensure that: 

the terms of your Order relating to any Products, Services and/or Features  are complete and accurate; 

You co-operate with us in all matters relating to the provision of the  Product, Services and/or Features including where applicable the provision of such additional information as We may from time to time require; 

You provide us with such information and materials We may reasonably require in order to supply the Products, Services and/or Features and ensure that such information is complete and accurate in all material respects; 

You obtain and maintain all necessary licences, permissions and consents which may be required for Us to perform the Services and provide the Products and/or Features from the relevant commencement date for the relevant Products, Services and/or Features; 

You pay for the relevant Products, Services, Features and/or use of the Credas Data (as applicable) in accordance with the relevant payment terms set out on the Commercial Terms Sheet, these Conditions or any Additional Terms or Overriding Terms;  

You comply with all Applicable Laws and do not commit a serious or material breach entitling us to terminate the Agreement or any part thereof; 

You shall not use any Products, Services and/or Features or Credas Data in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful activity, or for any purpose outside of the Permitted Use or as otherwise authorised by this Agreement.  

Except as expressly provided in this Agreement in respect of Your subscription, You shall not: 

use the Products, Services, Features and/or Credas Data (wholly or in part) in Your products or services; or 

distribute the Products, Services, Features and/or Credas Data (wholly or in part). 

If Our ability to perform the applicable Services or provide the applicable Products, Features and/or Credas Data is prevented or delayed by any failure by You to fulfil any obligation listed in Clause 8.1 (“Your Default“): 

(without prejudice to any other rights we may have) we will be entitled to suspend performance of the Services and/or provision of the Products, Features and/or Credas Data until you remedy Your Default, and to rely on Your Default to relieve us from the provision of the Products, Features and/or Credas Data or performance of the Services, in each case to the extent Your Default prevents or delays provision of the Products, Features and/or Credas Data or performance of the Services. In certain circumstances Your Default may entitle us to terminate the Agreement under Clause 17 (Termination); 

we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure to perform or delay in performing Services or providing the Products; and 

it will be Your responsibility to reimburse Us on written demand for any costs or losses We sustain or incur arising directly or indirectly from Your Default. 

You acknowledge that certain Products, Services and/or Features and/or the use of Credas Data may require additional terms and conditions relating to Your use of them, and that this shall extend to reporting and audit requirements as specified in the relevant Product, Service and/or Feature as applicable. 

You agree to inform Us immediately of any changes in Your ownership or control, of any transfer of all or substantially all of Your assets and of any change in Your organisation or method of doing business that might affect Your performance of Your duties under this Agreement.  

We may from time to time notify You of additional, updated or new requirements for compliance, which shall be a condition of Our continued provision of the Products, Services, Features and/or Credas Data to You. You agree to comply with such requirements as to which You have received notice from Us and such shall be incorporated into this Agreement by this reference. 

Advertising and promotion 

No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction. 

At Our request, within 14 days of the Effective Date or the date of commencement of Your subscription to any Product, Service or Feature, the parties shall issue a joint and mutually agreed upon press release relating to this Agreement, and Our relationship with You as a customer. You shall co-operate with and support Us in good faith in Our press release and publicity materials. 

Pursuant to the above, You agree that We may Use your logo, company name and other branded features in Our publicity materials.  

You agree that We may refer to You with other customers or prospective customers of Us and We  may provide to third parties Your name and the names of Our customers. 

Confidentiality 

Each party receiving Confidential Information (“Recipient“) from the other (“Disclosing Party“) shall keep that information confidential and shall:   

use the Disclosing Party’s Confidential Information solely for the Permitted Purpose and performing its obligations or exercising its rights under this Agreement; 

keep the Disclosing Party’s Confidential Information secure and take no lesser security measures and degree of care to protect the Disclosing Party’s Confidential Information than the Recipient applies to its own confidential information and in any event no lesser than that which a reasonable person or business would take in protecting its own confidential information; 

not disclose the Disclosing Party’s Confidential Information to any third party except with the prior written consent of the Disclosing Party or as permitted by this Clause 10. 

The obligations of confidentiality set out in this Clause 10 shall not apply:  

where the Disclosing Party has given its specific prior written consent to the disclosure; 

to Confidential Information which has entered the public domain, other than as a result of a breach of this Clause 10;  

where the Recipient can show that the information was obtained, free from any restrictions as to its use or disclosure, from a third party who was free to divulge it; and 

where the information was developed by, or for, the Recipient independently of any information received under this Agreement and by persons who had no access to, or knowledge of, that information 

The Receiving Party shall immediately inform the Disclosing Party in writing if the Receiving Party becomes aware that any Confidential Information has been disclosed to any unauthorised third party. 

The Receiving Party may disclose the Disclosing Party’s Confidential Information to those of its Representatives who need to know that Confidential Information for the Permitted Use, provided that: 

it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and 

at all times, it is responsible for the Representatives’  compliance with the confidentiality obligations set out in this Clause 10. 

You acknowledge that Our Confidential Information includes the Credas Data and the Materials. 

A Receiving Party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of the disclosure as possible so as to allow such party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense.  Confidential Information disclosed pursuant to law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction shall otherwise remain subject to the terms applicable to Confidential Information.  

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 are to be implied from this Agreement. 

The parties acknowledge that damages may not be an adequate remedy for a breach of this Clause 10 or the confidentiality undertakings entered into by their Representatives pursuant to Clause 10.4.  Each party shall be entitled to seek any legal or equitable relief, including without limitation injunctive relief or specific performance, upon the breach (or reasonably anticipated breach) of any part of this Clause 10.8 or of the confidentiality undertakings which the Receiving Party is required to obtain for the purposes of disclosure pursuant to Clause 10.4. 

The provisions of this Clause 10 shall continue to apply after termination of this Agreement. 

To the extent that the Disclosing Party’s Confidential Information is no longer required by the Recipient to enable the Recipient to perform its obligations or exercise its rights under the Agreement, the Recipient shall (and shall procure that its Representatives shall) either return to the Disclosing Party immediately upon demand such Confidential Information together with any copies, notes, analyses or records of such Confidential Information and any documents and other material (including [without limitation] all electronically generated or stored data) containing, reflecting or deriving from the Confidential Information which are in its possession or under its control, or (at the Disclosing Party’s option) destroy it.  

Data protection 

The terms “Data Subject”, “Personal Data”, “process”, “processing”, “transfer” (in the context of transfers of Personal Data) and “technical and organisational measures” shall have the meanings set out in and otherwise be interpreted in accordance with the GDPR, UK GDPR and other applicable Data Protection Legislation. 

Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. 

Both parties represent and warrant to the other that it has the right to collect, process and use the personal data for the purpose(s) of providing or receiving the Products, Services, Features and/or Customer Data and/or Credas Data (as applicable) and that before it provides any personal data to the other party, it shall: 

make due notification to any relevant regulator including its use and processing of personal data and comply at all times with the Data Protection Legislation;  

ensure it is not subject to any prohibition or restriction which would: (i) prevent or restrict it from disclosing or transferring the personal data to the other party, as required under this Agreement; or (ii) prevent or restrict either Party from processing the personal data as envisaged under this Agreement;  

ensure that all required notices have been given and, as applicable, all required authorisations or consents have been obtained, and are sufficient in scope to enable each party to this Agreement to process the personal data as required in order to obtain the benefit of its rights, and to fulfil its obligations, under this Agreement in accordance with the Data Protection Legislation, including the transfer of such personal data to and the other party and the other party’s third party service providers in any jurisdiction.  

Unless otherwise specified in any Additional or Overriding Terms, We will handle Your personal information in accordance with the terms of Our privacy policy at http://www.credas.com/privacy-policy. 

Each party shall co-operate with the other party and provide such information and assistance (with such timescales as may reasonably be required to permit the other party to comply with the Data Protection Legislation) as the other party may reasonably require to enable the other party: 

to comply with its obligations under Data Protection Legislation in respect of the Personal Data shared under this Agreement; and 

to deal with and respond to all investigations and requests for information relating to the Personal Data processed under this Agreement from the relevant Data Subject or from a relevant regulator.   

To the extent that We act as a processor of personal data of Customer Data on Your behalf under this Agreement,  We shall process such personal data in accordance with the following: 

We shall implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the Data Protection Legislation and ensure the protection of the rights of the data subject; 

We shall not engage another processor without Your prior specific or general written authorisation. In the case of general written authorisation, We shall inform You of any intended changes concerning the addition or replacement of other processors, thereby giving You the opportunity to object to such changes in the manner more specifically set forth herein. 

We shall process the personal data only on documented instructions from the Customer, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by the Data Protection Legislation governing such personal data; in such a case, We shall inform You of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest; 

ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; 

take all measures required pursuant to Article 32 of the GDPR; 

taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Your obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR; 

assist You in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to Us; 

at Your choice, delete or return all the personal data to You after the end of the provision of services relating to processing and delete existing copies unless Data Protection Legislation requires storage of the personal data; 

make available to You all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You (which shall not be a competitor to Us). The rights set out in this Clause 11.6.9 are subject to (i) the execution of appropriate confidentiality undertakings or relying on similar obligations in this Agreement; (ii) conducted no more than once per year unless a demonstrated reasonable belief of non-compliance with this Agreement has been made, upon thirty (30) days written notice and having provided a plan for such review; and (iii) conducted at a mutually agreed upon time and in an agreed upon manner which shall not unreasonably interfere with Our business operations. 

immediately inform You if, in Our opinion, an instruction from the You to Us infringes the Data Protection Legislation. 

to the extent legally permitted, promptly notify  You of any data subject requests received by Us and reasonably cooperate with You to fulfil Your obligations under the Data Protection Legislation in relation to such requests. You shall be responsible for any reasonable costs arising from Our assisting You to fulfil such obligations. 

We will notify You without undue delay after becoming aware of a personal data breach and shall reasonably respond to Your request for further information so that You may fulfil Your obligations under Articles 33 and 34 of the GDPR. 

We will ensure that, to the extent that any personal data originating from the UK or European Economic Area (EEA) is transferred to a country or territory outside the UK or EEA that has not received a binding adequacy decision by the European Commission or a competent national data protection authority, such transfer will be subject to appropriate safeguards that provide an adequate level of protection in accordance with the Data Protection Legislation.  

Where We engage another processor for carrying out specific processing activities on Your behalf, the same data protection obligations as set out in this Agreement shall be imposed on that other processor by way of a contract or other legal act under Data Protection Legislation, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Protection Legislation.  

Notwithstanding anything to the contrary, We act as a data controller in relation to the Credas Data that we control, including the data that constitutes personal data. You shall comply with the obligations set out in Clauses 11.6.1 – 11.6.13 inclusive, in relation to such Credas Data, and the clauses shall be interpreted as applying to each party accordingly.  

You agree that You shall not permit any of Your group companies, operations, businesses, employees, agents or representatives located outside the European Economic Area to access the Products, Services or Features and/or to use the Credas Data unless it has entered into European Commission-approved Standard Contractual Clauses or other appropriate safeguards as described in the Data Protection Legislation. You also agree that You shall not permit any of Your group companies, operations, businesses, employees, agents or representatives located in the US access to the Products, Services or Features and/or to use the Credas Data unless it has entered into a US specific agreement with Us or a member of Our group.    

On expiration or termination of this Agreement, both parties shall delete or return personal data in accordance with the terms and timelines for the products and services set forth in this Agreement, unless Data Protection Legislation, or other applicable law, requires storage of the personal data.  

We may engage other processors for the processing of Your clients’ personal data in accordance with this Agreement. We shall maintain a list of such processors in its privacy policy, which is available via the Platform and/or Software or upon request, which We may update from time to time. At least 7 days before authorising any new such processor to process personal data, We shall update the list in its policy. You may object to the change by initiating the Agreement’s dispute resolution process, or in the absence of a dispute resolution procedure, We shall use reasonable endeavours to change, modify or remove the affected Products and/or Services, in order to avoid processing of Your clients’ personal data by such new processor to which You reasonably object, or otherwise terminate the Agreement in the event that the relevant Service and/or Product is unable to be provided without such processor.   

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, We and You shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:  

the pseudonymisation and encryption of personal data; 

the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; 

the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and 

a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. 

In assessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed. 

We and You shall take steps to ensure that any natural person acting under the authority of the Us or You who has access to personal data does not process them except on instructions from You, unless he or she is required to do so by Data Protection Legislation or Applicable Law. 

You shall indemnify and hold harmless Us on demand against loss, damage and liability suffered and expenses (including but not limited to legal expenses) incurred by Us resulting from any claims made by third parties as a result of breach by You of You obligations under Data Protection Legislation or this Clause 11. 

Compliance with laws and regulations 

You shall, subject to Clause 13, be responsible for obtaining any import licences or permits necessary for the delivery, entry or use of Our Products, Services, Features and/or the use of Credas Data, and You shall be responsible for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with their import, delivery and use. 

We warrant to You that Our Products, Services and Features comply with the Legislation in force at the Effective Date. 

In performing its obligations under this Agreement, each party shall comply with the applicable Legislation and i) in Your case you shall also comply with the Mandatory Policies; and ii) in Our case, the Products, Services and/or Features shall comply Legislation. 

Both parties shall immediately report any apparent breach of this Clause 12 to the other party.   

Export 

Neither party shall export, directly or indirectly, any technical data acquired from the other party under this Agreement (or any products, including the Products, Features or Software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the United States or any other government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. 

Each party undertakes: 

contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it that substantially replicates the one set out in Clause 13.1; and 

if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws. 

Anti-bribery 

You shall: 

comply with all applicable laws, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); 

not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; 

comply with the Our Ethics, Anti-bribery and Anti-corruption Policies as We or any relevant industry body may update them from time to time (Relevant Policies). 

have and shall maintain in place throughout the Term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 14.1.2 and will enforce them where appropriate; 

promptly report to Us any request or demand for any undue financial or other advantage of any kind received by You in connection with the performance of this Agreement; 

immediately notify Us (in writing) if a foreign public official becomes an officer or employee of You or acquires a direct or indirect interest in You (and You warrant that You have no foreign public officials as officers or employees or direct or indirect owners at the Effective Date; 

within 1 month of the date of this Agreement, and annually thereafter, certify to Us in writing signed by an officer of You, compliance with this Clause 14 by You and all persons associated with it under Clause 14.2. You shall provide such supporting evidence of compliance as We may reasonably request. 

Without prejudice to Clause 20.1, You shall ensure that any person associated with You who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on You in this Clause 14 (Relevant Terms). You shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms, and shall in all circumstances be directly liable to Us for any breach by such persons of any of the Relevant Terms howsoever arising. 

Breach of this Clause 14 shall be deemed a material breach, which is irredeemable, under Clause 18.2.2. 

For the purpose of this Clause 14, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. 

Intellectual property rights  

You acknowledge and agree that: 

unless otherwise agreed between the parties in the Additional Terms or Overriding Terms in respect of a specific Service or Product, all Intellectual Property Rights in or arising out of or in connection with Our Products, Services, and/or Features including Materials and the Platform, and the Credas Data belong, and shall belong, to Us and/or Our Third Party Suppliers or Data Providers; 

You shall have no rights in or to Our Products, Services, Features,  the Credas Data or the Materials or Platform other than the right to use them in accordance with the express terms of this Agreement;  

Your use of Our Products, Services, Features or Materials including access to and use of the Credas Data and Our Platform shall be by way of licence only during any relevant period of subscription, and for these purposes We agree to grant You a limited non-exclusive, royalty-free, non-transferable and non-assignable licence (with no right to sub-licence) to use the Products,  Services or Features including without limitation the Platform, the Software, Materials and  Credas Data  for Purpose only. 

We or our Data Providers have made and will continue to make substantial investment, time and funds in the obtaining, verification, selection, co-ordination, development, presentation and supply of the Credas Data. The Credas Data and information contained therein, are, and will continue to be, the exclusive property of Us and/or its Data Providers. Nothing contained in this Agreement shall be deemed to convey to You, or to any other party, any right, title or interest, including any patent, copyright or other Intellectual Property Rights, in or to the Credas Data (except to the extent of the limited licence granted in clause of this Agreement).  

Where We agree to create any  Custom Elements for You pursuant to an Order then (unless otherwise specified in any Overriding Terms or Additional Terms):  

 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify any Custom Elements provided or commissioned by You to Us for the term of any relevant Product, Service or Feature for the purpose of providing the customised Product and/or Service to You;  

You warrant, covenant and undertake that You own or have all relevant rights to licence to us (and hereby licence to us irrevocably, unconditionally and free of charge)  the Intellectual Property Rights in any Custom Elements that may be provided by You to us and shall indemnify us in respect of any Loss arising from or incurred by us by reason of you not owning or having rights to licence such Intellectual Property Rights or any person claiming you do not own or have such rights to licence such Intellectual Property Rights; and 

otherwise any specific conditions relating to  Intellectual Property Rights shall be as set out in any applicable Overriding Terms or Additional Terms. 

You warrant, covenant and undertake that: 

You own or are otherwise authorised to provide the Intellectual Property Rights in  information contributed or incorporated by You in your Account or otherwise provided to Us under any Product, Service or Feature; or 

You are permitted to licence the same irrevocably, unconditionally and free of charge to Us for use in Our Products and/or Services; or 

there are no other Intellectual Property Rights in any such information that may be provided by You to Us in relation to the Products, Services and/or Features, 

Each party shall, at the other’s expense, take all such steps as a party may reasonably require to assist such party in maintaining the validity and enforceability of its Intellectual Property Rights during the Term. 

You shall not do or authorise any third party to do any act that would or might invalidate or be inconsistent with any Intellectual Property Rights of Us and shall not omit or authorise any third party to omit to do any act that, by its omission, would have that effect or character. 

We make no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Products, Services, Features, Materials or Credas Data and Our Trade Marks nor as to whether the same infringe any Intellectual Property Rights of third parties. 

You shall not: 

copy the Products, Services, Features, Materials or Credas Data or any part of any of them except to the extent and for the purposes expressly permitted by this Agreement; or  

modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Platform, or Software except and only to the extent that it is expressly permitted by Applicable Law. 

You acknowledge and agree that for any breach of Clause 15.7, We will not have an adequate remedy at law and consequently (without limiting Our right to any other remedy), shall be entitled to specific performance, and You further consent (without limiting Our right to any other remedy) to the entry of an immediate injunction without the need for posting a bond against any threatened or continuing breach.  

Where party grants to the other a licence to use their Trade Marks, the receiving party shall ensure that each reference to, and use of, any of the Trade Marks is in a manner approved from time to time by the granting party and accompanied by an acknowledgement in a form approved by the granting party that the same is a trade mark (or registered trade mark) of such party.  

The receiving party shall not use: 

any of the Trade Marks in any way that might prejudice their distinctiveness or validity or goodwill in the Trade Marks; 

in relation to the Products, Services, Features or Materials any trade marks other than Our Trade Marks without obtaining Our prior written consent; or 

any trade marks or trade names so resembling any of the Trade Marks or trade names as to be likely to cause confusion or deception. 

Other than the licences expressly granted under this Agreement, neither party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights. In particular, except as expressly provided in this Agreement, You shall have no rights in respect of any trade names or trade marks used by Us in relation to Our Products, Services, Features, Materials or Credas Data or their associated goodwill, and You acknowledge that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in Us. Without limitation, You acknowledge that reference in any element of the Products, Services, Features,  Materials or Credas Data 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 You as free for general use, outside the scope of the use of the Materials authorised by this Agreement. 

At Our request You shall do or procure to be done all such further acts and things (including the execution of documents) as We shall require to give Us the full benefit of this Agreement. 

You shall promptly give notice in writing to Us  in the event that You become aware of: 

any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights in or relating to the  Products, Services, Features, Materials or Credas Data; and 

any claim that any Product, Service, Feature, Materials or Credas Data or the production, use, sale or other disposal of any Product, Service, Feature, Material or Credas Data whether or not under the Trade Marks, infringes the rights of any third party. 

In the case of any matter falling within Clause 15.14: 

We shall, in Our absolute discretion determine what action if any shall be taken in respect of the matter; 

We shall have sole control over and shall conduct any consequent action as it shall deem necessary; 

We shall pay all costs in connection with that action and shall be entitled to all damages and other sums that may be paid or awarded as a result of any such action; 

We shall have the right to suspend any part of the Product, Service, Feature, Material and/or Credas Data that is subject to the infringement claim made by the third party; 

modify the Product, Service, Feature, Material and/or Credas Data or deliverable provided under them, so as to avoid any alleged infringement, provided that the modification does not materially affect the performance of the relevant Product, Service, or Feature; 

terminate this Agreement upon written notice to You and provide a refund to You of any prepayment made by You which at the date of termination has not been and will not be credited against Charges due to Us. 

Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including the use of its name in, or being joined as a party to, proceedings) in connection with any action to be taken by the other party, provided that that party is given such indemnity as it may reasonably require against any damage to its name or reputation. 

The provision of all reasonable assistance by You under Clause 15.15 shall include the provision to Us and Our professional advisors of access at reasonable times, on reasonable prior notice, to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of You, so as to enable Us and its professional advisors to examine them and to take copies (at Our expense) for the purpose of assessing the relevant claim. 

We shall defend You, Your officers, directors and employees against any claims that the marketing, advertising or distribution of the Products, Services, and/or Features in accordance with this Agreement infringes any UK Intellectual Property Right and shall be responsible for any amounts awarded against You in judgment or settlement of such as a result of such claim, provided that: 

We are given prompt notice of such claim, specifying the nature of the claim in reasonable detail; 

You provide reasonable co-operation to Us in the defence and settlement of such claim, at Our expense; 

We are given sole authority to defend or settle the claim; and 

You do not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of Us (such consent not to be unreasonably conditioned, withheld or delayed). 

In the defence or settlement of a claim, We may obtain for You the right to continue using the Products, Services or Features in the manner contemplated by this Agreement, replace or modify the Services and/or Product or any deliverable made under them so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement immediately by notice in writing and without liability to You. 

We shall have no liability under Clause 15.17 if the alleged infringement is based on: 

a modification of the Products, Services, and/or Features or any deliverable thereunder (including without limitation the Materials or Credas Data) by any person other than Us; 

Your use of the Products, Services and/or Features or any deliverable thereunder (including without limitation the Materials or Credas Data) in a manner contrary to the instructions given to You by Us; 

Your use of the Products, Services and/or Features or any deliverable thereunder (including without limitation the Materials or Credas Data) after notice of the alleged or actual infringement from Us or any person; 

use of the Products, Services and/or Features or any deliverable thereunder (including without limitation the Materials or Credas Data) in combination with any hardware or software not supplied or approved by Us; 

use of the Products, Services and/or Features or any deliverable thereunder (including without limitation the Materials or Credas Data) for any purpose other than that for which they are designed; 

use of a superseded Release of the Products, Services and/or Features or any deliverable thereunder (including without limitation the Materials or Credas Data); or 

Your failure to provide a suitable environment or gateway for connecting Your System to the Platform. 

Notwithstanding any other provision in this Agreement, the foregoing states Your sole and exclusive rights and remedies, and Our entire obligations and liability, in the case of any matter falling under Clause 15.13.2. 

You acknowledge that the obligation contained in Clause 15.17 is solely for Your benefit who has no authority to extend this indemnity to any third-party or any other person. 

You shall defend Us, Our officers, directors and employees against any claims that i) Our use of any material supplied by You (including any Custom Elements) in accordance with this Agreement, or ii) Your use or misuse of Our Products, Services, and/or Features other than in accordance with this Agreement infringes any UK Intellectual Property Right and shall be responsible for any amounts awarded against Us in judgment or settlement of such as a result of such claim, provided that: 

You are given prompt notice of such claim, specifying the nature of the claim in reasonable detail; 

We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; 

You are given sole authority to defend or settle the claim; and 

We do not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of You (such consent not to be unreasonably conditioned, withheld or delayed). 

In the defence or settlement of a claim, You may obtain for Us the right to continue using the materials in the manner contemplated by this Agreement, replace or modify the deliverable made under them so that it becomes non-infringing. 

Limitation of liability And Insurance 

Neither party excludes or limits liability to the other party for: 

fraud or fraudulent misrepresentation; 

death or personal injury caused by negligence; 

a breach of any terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or 

any matter for which it would be unlawful for the parties to exclude liability. 

Subject to Clause 16.1, We shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, to You or third party for: 

any loss (whether direct or indirect) of profits, business, business opportunities, contracts, revenue, turnover, reputation or goodwill; 

any loss or corruption (whether direct or indirect) of data or information or software; 

loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or 

any loss or liability (whether direct or indirect) under or in relation to any other contract;  

Subject to Clause 16.1 and Clause 16.2, Our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to the lesser of: 

£1,000,000; or 

100% of the total Charges paid by You to Us under this Agreement during the 12 month period immediately before the date on which the cause of action first arose or, if the cause of action arose during the Initial Period, in respect of the Initial Period. 

We shall not be liable for any delay in delivery of the Products and/or Services that is caused by an event within the scope of Clause 19 or Your failure to provide Us with adequate instructions that are relevant to the supply of the Service sand/or  Products or Your failure to comply with any instructions or requirements that We have communicated to You. 

Without limiting the effect of the other provisions of this Clause 16, if this Agreement is terminated for any reason,  We shall not be liable:  

to provide You with any Service or Product or any product, service or solution relating to any Credas Data; or 

for the consequences of Your inability to comply with the terms of any other arrangements that You may have entered into with any third party. 

You shall indemnify and hold harmless Us, and Our affiliates, against any and all liabilities, claims, losses, damages, costs (including all legal fees) costs and expenses incurred by or awarded against Us or any Third Party Supplier or any Data Provider arising out of or in connection with: 

the use, disclosure, sale or transfer of the Credas Data by You, or for Your breach of this Agreement;  

access to or use or distribution of the Products, Services, Features or Materials by You of any person arising from your act or omission otherwise than in accordance with this Agreement (including any inaccurate or incomplete Report); 

the development, marketing, licensing or use of any Customer Product; or 

the provision of any Data or material by You to Us,  

Subject to You not having breached Clause 8.4, the indemnity set out in Clause 16.6 shall not apply to any Claim to the extent that it has arisen out of or in connection with any negligence or wilful default of Us. 

You acknowledge that each Data Provider and any other Third Party Supplier to Us has the benefit of and may directly enforce the exclusions and limitations set out in this Clause 16, as if the provisions of this Clause 16 were set out in full in this Agreement and each reference to Us were replaced by that Data Provider or other provider (as the case may be). 

You have or will obtain, and You shall maintain during the Term of this Agreement, a business general liability insurance policy from a grade A or higher insurance company authorized to conduct business in the UK, and that such insurance policy have coverage in amounts not less than One Million Pounds Sterling (£1,000,000.00) per claim, Two Million Pounds Sterling (£2,000,000.00) aggregate. You will notify Us in writing before any changes, modifications, or cancellations are made to such policy, and You shall provide copies of such policies to Us. 

We have or will obtain, and We shall maintain during the Term of this Agreement, a business general liability insurance policy from a grade A or higher insurance company authorized to conduct business in the UK, and that such insurance policy have coverage in amounts not less than One Million Pounds Sterling (£1,000,000.00) per claim, Two Million Pounds Sterling (£2,000,000.00) aggregate. We will notify You in writing before any changes, modifications, or cancellations are made to such policy, and We shall provide copies of such policies to You. 

Term and termination 

This Agreement shall commence on the Effective Date and shall, unless terminated earlier in accordance with Clause 17.2 or Clause 17.3, continue for the Initial Period, and will automatically renew on the expiry of the Initial period for subsequent terms of 12 months (“Renewal Period”). unless either party provides notice to terminate this Agreement upon the expiry of the Initial Period, or the Renewal Period as applicable, on no less than 30 days written notice. 

Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: 

the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified to make that payment; 

the other party commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so; 

the other party: 

suspends, or threatens to suspend, payment of its debts; 

is unable to pay its debts as they fall due or admits inability to pay its debts; 

is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 

the other party 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; 

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 that other party with one or more other companies or the solvent reconstruction of that other party; 

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 other party; 

the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 

a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 

a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the other party’s assets and that attachment or process is not discharged within 14 days; 

any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 17.2.3 to Clause 17.2.9 (inclusive); or 

the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;  

Without prejudice to any other rights or remedies to which We may be entitled, We may terminate the Agreement in whole or in part  without liability to You if: 

You commit a breach of Your obligation in Clause 12.3; 

You, Your Authorised User or End User have breached the Platform Access Terms and/or the User Terms; 

You challenge or dispute the validity of any of Our Intellectual Property Rights; 

You purport to assign any of its rights or obligations under this Agreement; 

We determine or reasonably suspect that You is violating any provision of this Agreement, or any Legislation, regulation or rules described in this Agreement; or 

there is a change of control of You (within the meaning of section 1124 of the Corporation Tax Act 2010). 

If Our licence with Our Third Party Suppliers or Data Provider terminates for any reason.   

Unless expressly stated to the contrary, termination of a Service or Product shall not serve to automatically terminate the Agreement or other Services or Products and the remainder shall continue in full force and effect unless expressly terminated or where the terminated Service or Product is required as a dependency for another Service or Product to be provided, the parties will agree a change via the Change Process. 

Effects of termination 

On termination or expiry of this Agreement or any Part, in relation to that part only for any reason: 

You shall (at Your sole cost) return (or at Our option, destroy) all media (subject to Clause 18.1.2) on which any deliverable under the Services or Products are held including, without limitation, all Credas Data, samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers whatsoever sent to the Customer and relating to Our business (other than correspondence that has passed between the parties) that You may have in its possession or under Your control; 

Any licences granted under this Agreement shall terminate; 

You shall discontinue all use of the Trade Marks and shall not advertise, promote, resell, distribute or otherwise deal in any products bearing the Trade Marks; 

(where applicable under any Additional Terms) You shall stop combining or using the Products and/or Services with the Customer Products;  

You shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of the Products and/or Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt; 

the accrued rights, remedies, obligations or liabilities of the parties at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced including  Clause 10 to Clause 18 inclusive. 

The termination of this Agreement shall not of itself give rise to any liability on Our part to pay any compensation to You for loss of profits or goodwill, to reimburse You for any costs relating to or resulting from such termination, or for any other loss or damage. 

You shall provide written confirmation (in the form of a letter signed by a director) of compliance with clause 18.1 no later than 14 days after termination of this Agreement. 

If a party is required by any Legislation to retain any documents or materials that it would otherwise be required to return or destroy under Clause 18.1, it shall notify the other party in writing of that retention, giving details of the documents or materials that it must retain. That party shall not be in breach of Clause 18.1 with respect to the retained documents or materials, but Clause 10 shall continue to apply to them. 

Force majeure 

Assignment 

This Agreement is personal to You and You shall not assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with any of Your rights and obligations under this Agreement without the prior written consent of Us. 

You shall not be entitled to subcontract any of Your obligations under this Agreement.  

You confirm You are acting on Your own behalf and not for the benefit of any other person. 

We may at any time assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without Your consent. 

Waiver 

Remedies 

Notice 

Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first class post or other next working day delivery service providing proof of postage, at its registered office, or sent by email to the other party’s main email address. 

Any notice or communication shall be deemed to have been received: 

if delivered by hand, on signature of a delivery receipt at the time the notice is left at the proper address; 

if sent by email, at 9.00 am on the next Business Day after transmission; or 

if neither (a) nor (b) apply, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service. 

This Clause 23 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. For the purposes of this Clause 23, writing shall not include e-mail. 

Entire agreement 

This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter. 

Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. 

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. 

Variation and Change Process 

Except as expressly provided in this agreement, no variation of this Agreement (including Services or Products under it) shall be effective unless it is in writing and signed by the parties (or their authorised representatives).  

This Agreement (including any Additional Terms and/or Overriding Terms and/or  Products and/or Services description under it) may be amended by us in our discretion from time to time and the latest version will always be available on the Platform.  Any new version of this Agreement shall take effect, and will govern the Products and/or Services and your relationship with Us:  

immediately upon the date of posting on the Platform where the changes to this Agreement relate to a new Product, Service or Feature or non-material changes, which (in either case) do not materially reduce your rights or increase your liability to us; or  

immediately upon the date of posting on the Platform where the changes to this Agreement relate to any change which in our opinion is required or advisable in relation to any Applicable Law or Change of Law; or 

otherwise on no less than thirty (30) days after the date of posting on the Platform where the changes potentially reduce Your rights or potentially increase your liability to Us unless the terms are accepted by You or Your Authorised User via a ‘click through’ in which case the changes shall apply upon Your acceptance.   

Please make sure You check for updates to this Agreement each time you Use the Services.  

The parties will discuss in good faith any changes that are required to this Agreement in the event of the expiry or termination of individual Services or Products where the terminated part is dependent upon a component of the terminated part. 

Severance 

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. 

If any provision or part-provision of this Agreement is deemed deleted under Clause 26.1 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. 

No partnership or agency 

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 

Each party confirms it is acting on its own behalf and not for the benefit of any other person. 

Cumulative Remedies 

Save 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. 

Third-party rights 

Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party that exists, or is available, other than in that Act. 

The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement. 

Electronic Signature 

Each party may sign this Agreement or any document under it or forming part of it by using an electronic signature. In such case, each party agrees that its electronic signature is governed by the “Terms of use of the Electronic Signature Portal (powered by Esign)” available prior to clicking on the “sign” button and is equivalent to any handwritten signature on this Agreement or the relevant document.  Each party agrees that the electronic signature expresses the consent for this Agreement and other relevant documents to be legally binding on the parties and to serve as evidence on the same account as a hand-signed paper document.  

Disputes Resolution 

If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it then the parties shall follow the procedure set out in this Clause: 

either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice“), together with relevant supporting documents. On service of the Dispute Notice, the person we designate as head of operations  of Ours and operations director or in the absence of such a role finance director  of Yours  shall attempt in good faith to resolve the Dispute; 

if the designated head of operations of Ours and operations director or in the absence of such a role finance of Yours are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to the chief executive of Ours and chief executive of Yours who shall attempt in good faith to resolve it; and 

if the managing director/chief executive of Ours and chief executive/managing director of Yours are for any reason unable to resolve the Dispute within 28 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR notice“) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 28 days after the date of the ADR notice. 

The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under Clause 32 which Clause shall apply at all times. 

Governing law and jurisdiction 

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 

: Definitions and Interpretation