TERMS AND CONDITIONS OF USE
1.1 Acquiral is a brand wholly owned by OneSophical Ltd.
1.2 These terms and conditions (“T&Cs”) apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own T&Cs), and OneSophical Limited, the owner and operator of this Website. Please read these T&Cs carefully, as they affect your legal rights. Your agreement to comply with and be bound by these T&Cs is deemed to occur upon your first use of the Website. If you do not agree to be bound by these T&Cs, you should stop using the Website immediately.
1.3 In these T&Cs, ‘User’ or ‘Users’ means any third party that accesses the Website and is not either (i) employed by OneSophical Limited and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to OneSophical Limited and accessing the Website in connection with the provision of such services.
1.4 You must be at least 18 years of age to use this Website. By using the Website and agreeing to these T&Cs, you represent and warrant that you are at least 18 years of age.
2 Intellectual Property and Acceptable Use
2.1 All Content included on the Website, unless uploaded by Users, is the property of OneSophical Limited, our affiliates or other relevant third parties. In these T&Cs, ‘Content’ means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner's prior written permission.
2.2 You may, for your own personal, non-commercial use only, retrieve, display and view the Content on a computer screen.
2.3 You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of OneSophical Limited.
3 Prohibited Use
3.1 You may not use the Website for any of the following purposes:
3.1.1 in any way which causes, or may cause, damage to the Website or interferes with any other person's use or enjoyment of the Website;
3.1.2 in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order; or
3.1.3 making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.
4.1 You must ensure that the details provided by you on registration or at any time are correct and complete.
4.2 You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
4.3 We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these T&Cs.
4.4 You may cancel your registration at any time by informing us in writing to the address at the end of these T&Cs.
5 Password and Security
5.1 When you register on this Website to access/login to the product, you will be asked to create a password, which you should keep confidential and not disclose or share with anyone.
5.2 If we have reason to believe that there is or is likely to be any misuse of the Website or breach of security, we may require you to change your password or suspend your account.
6 Availability of the Website and Disclaimers
6.1 Any online facilities, tools, services or information that OneSophical Limited makes available through the Website (“Service”) is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. OneSophical Limited is under no obligation to update information on the Website.
6.2 Whilst OneSophical Limited uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
6.3 OneSophical Limited accepts no liability for any disruption or non-availability of the Website.
6.4 OneSophical Limited reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These T&Cs shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.
7 Limitation of Liability
7.1 Nothing in these T&Cs will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
7.2 We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
7.3 To the maximum extent permitted by law, OneSophical Limited accepts no liability for any of the following:
7.3.1 any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
7.3.2 loss or corruption of any data, database or software; and/or
7.3.3 any special, indirect or consequential loss or damage.
8.1 You may not transfer any of your rights under these T&Cs to any other person. We may transfer our rights under these T&Cs where we reasonably believe your rights will not be affected.
8.2 These T&Cs may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the T&Cs regularly to ensure familiarity with the then current version.
8.3 These T&Cs contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the T&Cs.
8.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these T&Cs and no third party will have any right to enforce or rely on any provision of these T&Cs.
8.5 If any court or competent authority finds that any provision of these T&Cs (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these T&Cs will not be affected.
8.6 Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
8.7 These T&Cs shall be governed by and interpreted according to the law of England and Wales and all disputes arising under these T&Cs (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
9 OneSophical Limited Details
9.1 OneSophical Limited is a company incorporated in England and Wales with registered number 11880144 whose registered office is at 17 The Lindens Hartington Road, Chiswick, London, United Kingdom, W4 3UQ and it operates the Website www.acquiral.com .
9.2 You can contact Acquiral by email on firstname.lastname@example.org
1.1 Acquiral is brasnd solely owned by OneSophical Ltd
1.3 OneSophical respects your privacy and is committed to protecting your personal Data. This Policy will inform You as to how We look after your personal Data when You contact us, when You do business with us, or when You otherwise engage with us, or We engage with you, including visiting the Website, or making enquiries of us or when We market our goods and services to You and tell You about your privacy rights and how the law protects You.
2 DEFINITIONS AND INTERPRETATION
In this Policy, the following definitions are used:
2.1 Data: means, collectively, all information that You submit to OneSophical by means of the Website, or any other means. This definition incorporates, where applicable, the definitions provided in the Data Protection Laws;
2.2 Cookies: means a small text file placed on your computer by the Website when You visit certain parts of the Website and/or when You use certain features of the Website;
2.3 Data Protection Laws: means any applicable law relating to the processing of personal Data, including but not limited to the Directive 96/46/EC (Data Protection Directive) or the GDPR, and any national or international implementing laws, regulations and secondary legislation;
2.4 GDPR: means the General Data Protection Regulation (EU) 2016/679;
2.5 UK and EU Cookie Law: means the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended by the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011;
2.6 Website: means the website that You are currently using, www.onesophical.co.uk, and any sub-domains of this site unless expressly excluded by their own terms and conditions; and
2.7 You: means any third party that accesses the Website and is not either (i) employed by OneSophical and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to OneSophical and accessing the Website in connection with the provision of such services.
3 IMPORTANT INFORMATION AND WHO WE ARE
3.1 Purpose of this Policy
3.1.1 This Policy aims to give You information on how OneSophical collects and processes your personal Data when You interact with us, or when We interact with You.
3.1.2 We It is important that You read this Policy together with any other Policy or fair processing notice We may provide on specific occasions when We are collecting or processing personal Data about You so that You are fully aware of how and why We are using your Data. This Policy supplements the other notices and is not intended to override them.
3.1.3 This Policy was issued on March 2020.
3.2 Data Controller
For purposes of the applicable Data Protection Laws, OneSophical is the "Data Controller". This means that OneSophical determines the purposes for which, and the manner in which, your Data is processed, and undertakes to abide by and act in accordance with all relevant Data Protection Laws in such capacity.
3.3 Third-party links
Our website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share Data about You. We do not control these third-party websites and are not responsible for their privacy statements. When You leave the Website, We encourage You to read the Policy of every website You visit.
4 THE DATA WE COLLECT ABOUT YOU
4.1 Personal Data, or personal information, means any information about an individual from which that person can be identified. It does not include Data where the identity has been removed (anonymous Data).
4.2 We may collect, use, store and transfer different kinds of personal Data about You which We have grouped together follows:
4.2.1 Identity Data includes first name, last name, customer code or identifier, title, date of birth and gender.
4.2.2 Contact Data includes billing address, delivery address, email address and telephone numbers.
4.2.3 Financial Data includes bank account and payment card details.
4.2.4 Transaction Data includes details about payments to and from You and other details of products and services You have purchased from us.
4.2.5 Profile Data includes purchases or orders made by you, the nature of your business, your business interests, preferences, feedback and survey responses.
4.2.6 Usage Data includes information about how You use the Website, products and services.
4.2.7 KYC Data includes information about the source of funds You may use to purchase products or services from us, credit scores, reputation in the market, and other Data We require in order to verify your suitability as a client or supplier for us, and in deciding whether We may need some additional safeguards when doing business with You.
4.2.8 Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
4.3 We also collect, use and share Aggregated Data such as statistical or demographic Data for any purpose. Aggregated Data may be derived from your personal Data but is not considered personal Data in law as this Data does not directly or indirectly reveal your identity. For example, We may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature or perhaps buying a certain type of product. However, if We combine or connect Aggregated Data with your personal Data so that it can directly or indirectly identify you, We treat the combined Data as personal Data which will be used in accordance with this Policy.
4.4 We do not collect any Special Categories of Personal Data about You (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric Data). Nor do We collect any information about criminal convictions and offences.
5 HOW IS YOUR PERSONAL DATA COLLECTED?
We use different methods to collect Data from and about You including through:
5.1 Direct interactions. You may give us your Identity, Contact and Financial Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal Data You provide when you:
5.1.1 apply for our products or services;
5.1.2 meet with us either at our offices, your premises, or in other locations, and express an interest in our products or services;
5.1.3 create an account with us;
5.1.4 subscribe to any of our services or publications;
5.1.5 request marketing to be sent to you;
5.1.6 complete a survey; or
5.1.7 give us some feedback.
5.2 Third parties or publicly available sources. We may receive personal Data about You from various third parties and public sources as set out below:
5.2.1 Contact, Financial and Transaction Data from providers of technical, payment and delivery services.
5.2.2 Identity and Contact Data from Data brokers or aggregators including business directories.
5.2.3 KYC Data from credit agencies such as Processor, paid Databases, and other third party providers of analagous services.
5.2.4 Identity and Contact Data from publicly availably sources such as Companies House and the Electoral Register based inside the EU.
6 HOW WE USE YOUR PERSONAL DATA
6.1 We will only use your personal Data when the law allows us to. Most commonly, We will use your personal Data in the following circumstances:
6.1.1 Where We need to perform or manage the contract We are about to enter into or have entered into with You.
6.1.2 Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
6.1.3 Where We need to comply with a legal or regulatory obligation.
6.2 Generally We do not rely on consent as a legal basis for processing your personal Data other than in relation to sending third party direct marketing communications to You via email or text message or where You are an individual customer and We wish to send You marketing materials. You have the right to withdraw consent to marketing at any time by contacting us.
7 PURPOSES FOR WHICH WE WILL USE YOUR PERSONAL DATA
7.1 We have set out below, in a table format, a description of all the ways We plan to use your personal Data, and which of the legal bases We rely on to do so. We have also identified what our legitimate interests are where appropriate.
7.2 Note that We may process your personal Data for more than one lawful ground depending on the specific purpose for which We are using your Data. Please contact us if You need details about the specific legal ground We are relying on to process your personal Data where more than one ground has been set out in the table below
Type of Data
Lawful basis for processing including basis of legitimate interest
To register You as a new customer or supplier
(a) and (b)Performance of a contract with you
(c) Our legitimate interests, to ensure our business is properly protected when transacting. In some cases this is also to fulfil a legal requirement
To identify and register You as a potential customer or supplier
Where You have made an enquiry, in anticipation of entering into a contract with You. Where You have not, our legitimate interests in growing our customer base or in seeking new suppliers.
To process and deliver your order including:
(a) Manage payments, fees and charges
(b) Collect and recover money owed to us
(e) Marketing and Communications
(a) Performance of a contract with You
(b) Necessary for our legitimate interests (to recover debts due to us)
To manage our orders and purchases made with you
Performance of a contract with you
To manage our relationship with You which will include:
(a) Notifying You about changes to our terms or Policy
(b) Asking You to leave a review or take a survey
(d) Marketing and Communications
(a) Performance of a contract with You
(b) Necessary to comply with a legal obligation
(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services)
To enable You to complete a survey
(e) Marketing and Communications
(a) Performance of a contract with You
(b) Necessary for our legitimate interests (to study how customers use our products/services, to develop them and grow our business)
To administer and protect our business
(a) and (b) Necessary for our legitimate interests
(c) Either for our legitimate interests, or necessary to comply with a legal obligation
To deliver relevant marketing materials to you, invite You to events, and measure or understand the effectiveness of the advertising We serve to you
(e) Marketing and Communications
Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy)
To make suggestions and recommendations to You about goods or services that may be of interest to you
Necessary for our legitimate interests (to develop our products/services and grow our business)
To compile our accounts, and tax returns.
To comply with our legal obligations
To archive and back up our IT systems, and in order to protect our business assets
(a) Necessary to comply with our legal obligations
(b) Necessary for our legitimate interests in protecting our business assets
We strive to provide You with choices regarding certain personal Data uses, particularly around marketing and advertising.
7.4 Promotional offers from us
7.4.1 We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what We think You may want or need, or what may be of interest to You. This is how We decide which products, services and offers may be relevant for You (we call this marketing).
7.4.2 You will receive marketing communications from us if You have requested information from us or purchased goods or services from us and, in each case, You have not opted out of receiving that marketing. We may also contact You if You are a business and You have not asked us not to contact you, and We believe You may be interested in our goods and services.
7.5 Third-party marketing
We will get your express opt-in consent before We share your personal Data with any company outside the OneSophical group of companies for marketing purposes.
7.6 Opting out
7.6.1 You can ask us or third parties, with whom we have shared your details in accordance with 7.5, to stop sending You marketing messages at any time by contacting us at any time.
7.6.2 Where You opt out of receiving these marketing messages, this will not apply to personal Data provided to us as a result of a product/service purchase, warranty registration, product/service experience or other transactions.
7.7 Change of purpose
7.7.1 We will only use your personal Data for the purposes for which We collected it, unless We reasonably consider that We need to use it for another reason and that reason is compatible with the original purpose. If You wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.
7.7.2 If We need to use your personal Data for an unrelated purpose, We will notify You and We will explain the legal basis which allows us to do so.
7.7.3 Please note that We may process your personal Data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
8.2 All Cookies used by the Website are used in accordance with current UK and EU Cookie Law.
8.3 Before the Website places Cookies on your computer, you will be presented with a message bar requesting your consent to set those Cookies. By giving your consent to the placing of Cookies, you are enabling OneSophical to provide a better experience and service to you. You may, if you wish, deny consent to the placing of Cookies; however certain features of the Website may not function fully or as intended.
8.4 The Website may place the following Cookies:
Type of Cookie
Strictly necessary cookies
These are cookies that are required for the operation of the Website. They include, for example, cookies that enable you to log into secure areas of the Website, use a shopping cart or make use of e-billing services.
They allow us to recognise and count the number of visitors and to see how visitors move around the Website when they are using it. This helps us to improve the way the Website works, for example, by ensuring that users are finding what they are looking for easily.
These are used to recognise you when you return to the Website. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
These cookies record your visit to the Website, the pages you have visited and the links you have followed. We will use this information to make the Website and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
8.5 You can choose to enable or disable Cookies in your internet browser. By default, most internet browsers accept Cookies but this can be changed. For further details, please consult the help menu in your internet browser.
8.6 You can choose to delete Cookies at any time; however you may lose any information that enables you to access the Website more quickly and efficiently including, but not limited to, personalisation settings.
8.7 It is recommended that you ensure that your internet browser is up-to-date and that you consult the help and guidance provided by the developer of your internet browser if you are unsure about adjusting your privacy settings.
8.8 For more information generally on cookies, including how to disable them, please refer to aboutcookies.org
9 DISCLOSURES OF YOUR PERSONAL DATA
9.1 We may have to share your personal Data with third parties for the purposes set out in the table in paragraph 4 above. These include
9.1.1 Third party providers of Data and other services to us, such as credit agencies, and third party archival, cloud and backup providers.
9.1.2 Third party providers of professional services, such as accountants, bankers, insurers and lawyers.
9.1.3 HM Revenue and Customs, and other regulatory authorities
9.1.4 Third parties to whom We may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, We may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal Data in the same way as set out in this Policy.
9.2 We require all third parties to respect the security of your personal Data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal Data for their own purposes and only permit them to process your personal Data for specified purposes and in accordance with our instructions.
10 INTERNATIONAL TRANSFERS
10.1 We ensure your personal Data is protected by requiring all our group companies to follow the same rules when processing your personal Data.
10.2 Many of our external third parties, such as archival, backup and cloud services may be based outside the European Economic Area (EEA) so their processing of your personal Data will involve a transfer of Data outside the EEA.
10.3 Whenever We transfer your personal Data out of the EEA, We ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
10.3.1 We will only transfer your personal Data to countries that have been deemed to provide an adequate level of protection for personal Data by the European Commission. For further details, see European Commission: Adequacy of the protection of personal Data in non-EU countries.
10.3.2 Where We use certain service providers, We may use specific contracts approved by the European Commission which give personal Data the same protection it has in Europe. For further details, see European Commission: Model contracts for the transfer of personal Data to third countries.
10.4 Please contact us if You want further information on the specific mechanism used by us when transferring your personal Data out of the EEA.
11 DATA SECURITY
11.1 We have put in place appropriate security measures to prevent your personal Data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, We limit access to your personal Data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal Data on our instructions and they are subject to a duty of confidentiality.
11.2 We have put in place procedures to deal with any suspected personal Data breach and will notify You and any applicable regulator of a breach where We are legally required to do so.
12 DATA RETENTION
How long will You use my personal Data for?
12.1 We will only retain your personal Data for as long as necessary to fulfil the purposes We collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
12.2 To determine the appropriate retention period for personal Data, We consider the amount, nature, and sensitivity of the personal Data, the potential risk of harm from unauthorised use or disclosure of your personal Data, the purposes for which We process your personal Data and whether We can achieve those purposes through other means, and the applicable legal requirements.
12.3 By law We have to keep basic information about our customers (including Contact, Identity, KYC, Financial and Transaction Data) for six years after they cease being customers for tax and accounting purposes.
12.4 In some circumstances You can ask us to delete your Data: see [Request erasure] below for further information.
12.5 In some circumstances We may anonymise your personal Data (so that it can no longer be associated with you) for research or statistical purposes in which case We may use this information indefinitely without further notice to You.
13.1 What We may need from You
We may need to request specific information from You to help us confirm your identity and ensure your right to access your personal Data (or to exercise any of your other rights). This is a security measure to ensure that personal Data is not disclosed to any person who has no right to receive it. We may also contact You to ask You for further information in relation to your request to speed up our response.
13.2 Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or You have made a number of requests. In this case, We will notify You and keep You updated.
14 YOUR LEGAL RIGHTS
You have the right to:
14.1 Request access to your personal Data (commonly known as a "Data subject access request"). This enables You to receive a copy of the personal Data We hold about You and to check that We are lawfully processing it.
14.2 Request correction of the personal Data that We hold about You. This enables You to have any incomplete or inaccurate Data We hold about You corrected, though We may need to verify the accuracy of the new Data You provide to us.
14.3 Request erasure of your personal Data. This enables You to ask us to delete or remove personal Data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal Data where You have successfully exercised your right to object to processing (see below), where We may have processed your information unlawfully or where We are required to erase your personal Data to comply with local law. Note, however, that We may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
14.4 Object to processing of your personal Data where We are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes You want to object to processing on this ground as You feel it impacts on your fundamental rights and freedoms. You also have the right to object where We are processing your personal Data for direct marketing purposes. In some cases, We may demonstrate that We have compelling legitimate grounds to process your information which override your rights and freedoms.
14.5 Request restriction of processing of your personal Data. This enables You to ask us to suspend the processing of your personal Data in the following scenarios: (a) if You want us to establish the Data's accuracy; (b) where our use of the Data is unlawful but You do not want us to erase it; (c) where You need us to hold the Data even if We no longer require it as You need it to establish, exercise or defend legal claims; or (d) You have objected to our use of your Data but We need to verify whether We have overriding legitimate grounds to use it.
14.6 Request the transfer of your personal Data to You or to a third party. We will provide to you, or a third party You have chosen, your personal Data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which You initially provided consent for us to use or where We used the information to perform a contract with You.
14.7 Withdraw consent at any time where We are relying on consent to process your personal Data. However, this will not affect the lawfulness of any processing carried out before You withdraw your consent. If You withdraw your consent, We may not be able to provide certain products or services to You. We will advise You if this is the case at the time You withdraw your consent.
14.8 To make enquiries, exercise any of your rights set out above, or withdraw your consent to the processing of your Data (where consent is our legal basis for processing your Data), please contact us via this e-mail address: [X].
14.9 If You are not satisfied with the way a complaint You make in relation to your Data is handled by us, You may be able to refer your complaint to the relevant data protection authority. For the UK, this is the Information Commissioner's Office (“ICO”). The ICO's contact details can be found on their website at https://ico.org.uk/.
14.10 It is important that the Data We hold about You is accurate and current. Please keep us informed if your Data changes during the period for which We hold it.
15.1 You may not transfer any of your rights under this Policy to any other person. We may transfer our rights under this Policy where We reasonably believe your rights will not be affected.
15.2 If any court or competent authority finds that any provision of this Policy (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Policy will not be affected.
15.3 Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
15.4 This Policy will be governed by and interpreted according to the law of England and Wales. All disputes arising under this Policy will be subject to the exclusive jurisdiction of the English and Welsh courts.
16 CHANGES TO THIS POLICY
16.1 OneSophical reserves the right to change this Policy as We may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Website and You are deemed to have accepted the terms of the Policy on your first use of the Website following the alterations.
16.2 You may contact Acquiral by email at email@example.com.
SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT
This agreement is dated 8 October 2020
(1) OneSophical Limited, incorporated and registered in England and Wales with company number 11880144 whose registered office is at 17 The Lindens Hartington Road, Chiswick, London, United Kingdom, W4 3UQ (Supplier)
(2) The Signatory as set out in the signature block (Customer).
(A) The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of [DETAILS].
(B) The Customer wishes to use the Supplier's service in its business operations.
(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).
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% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);.
Documentation: the document made available to the Customer by the Supplier online via www.acquiral.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of this agreement.
Initial Subscription Term: the initial term of this agreement as set out in Schedule 2.
Normal Business Hours: [9.00 am to 6.00 pm] local UK time, each Business Day.
Renewal Period: the period described in clause 14.1.
Services: the subscription services provided by the Supplier to the Customer under this agreement via www.acquiral.com or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in paragraph 1 of Schedule 1.
Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available at www.acquiral.com or such other website address as may be notified to the Customer from time to time.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
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 includes faxes but not e-mail.
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 Customer 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 Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than once a year and that each Authorised User shall keep his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five Business Days of the Supplier's written request at any time or times;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Supplier'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 Customer's normal conduct of business;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within  Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(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 Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer 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 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 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Additional user subscriptions
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in paragraph 1 of Schedule 1 and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request [(such approval not to be unreasonably withheld)]. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within [NUMBER] days of its approval of the Customer's request.
3.3 If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in paragraph 2 of Schedule 1 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 4.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Hours' notice in advance.
4.3 The Supplier will, as part of the Services and at no additional cost to the Customer OR and in consideration of the support fees set out in Schedule 1, provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.
5. Customer data
5.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at www.acquiral.com or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 5.9).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at www.acquiral.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
5.5 The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the Customer is the controller and the Supplier is the processor for the purposes of the Data Protection Legislation.
(b) Schedule 4 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
(c) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this agreement.
5.6 Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf.
5.7 Without prejudice to the generality of clause 5.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(c) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
5.8 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, 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 (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
5.9 The Customer consents to the Supplier appointing THIRD-PARTY PROCESSOR as a third-party processor of personal data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement undertakes to reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.
5.10 Either party may, at any time on not less than 30 days' notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
6. Third party providers
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 Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3 The Supplier:
(a) does not warrant that:
(i) the Customer's use of the Services will be uninterrupted or error-free;
(ii) the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
(iii) the Software or the Services will be free from Vulnerabilities;
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4 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.
8. Customer's obligations
The Customer 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 Customer 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 Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised 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; and
(g) 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 Customer's network connections or telecommunications links or caused by the internet.
9. Charges and payment
9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1 [and the support fees in accordance with clause 4.3 and Schedule 1].
9.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within 30 days after the date of such invoice.
9.3 If the Supplier has not received payment within 30 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 Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to % 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;
(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 Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1.
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 support 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 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.
10. Proprietary rights
10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. 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.
11. Confidentiality and compliance with policies
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
11.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7 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.
11.8 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
12.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
12.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer'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 Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than the Supplier; or
(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
12.5 The foregoing and clause 13.3(b) state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13. Limitation of liability
WARNING: you are strongly advised to read the Drafting note, Limitation of liability on this clause.
13.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the Documentation are provided to the Customer 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, 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 months immediately preceding the date on which the claim arose.
14. Term and termination
14.1 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 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 60 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.
14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) 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 five days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of five days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;]
(d) the other party 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, 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 Insolvency Act 1986;
(e) 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;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(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 other party;
(h) 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;
(i) 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;
(j) a creditor or encumbrancer of the other party 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 other party's assets and such attachment or process is not discharged within 14 days;
(k) 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 14.2(d) to clause 14.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) there is a change of control of the other party; or
(n) any warranty given by the Supplier in clause 7.5 of this agreement is found to be untrue or misleading
14.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the 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;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 5.7(c), unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) 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. Force majeure
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19. Rights and remedies
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.
20.1 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.
20.2 If any provision or part-provision of this agreement is deemed deleted under clause 20.1 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.
21. Entire agreement
21.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2 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.
21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
21.4 Nothing in this clause shall limit or exclude any liability for fraud.
22.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
23. No partnership or agency
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).
24. Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
25.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.
25.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
26. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This has been entered into on the date stated at the beginning of it.