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SaaS Agreement.
Terms and Conditions.

This Agreement takes effect when signed by both parties (or if through a portal, when you click the “I accept” button or similar checkbox presented with these terms or a product is purchased via the platform). In signing this Agreement, you represent to us that you agree to the terms of this Agreement, and that you are lawfully able to enter into contracts. If you are entering into this Agreement on behalf of an entity (such as the company which you work for), you represent to us that you have legal authority to bind that entity. If you do not agree to the terms of this Agreement, or if you are not authorised to accept these terms on behalf of the Customer, do not download, install, access, or use any of the Offerings.

AGREED TERMS

1. INTERPRETATION

Account Information: any information about you that you provide to us in connection with the creation or administration of your Supplier account. For example, Account Information includes (but is not limited to) names, usernames, phone numbers, email addresses and billing information associated with your Supplier account.

Affiliates: any entity which directly or indirectly controls or is controlled, or is under direct or indirect common control of the Party from time to time. The term “control” means (a) in case of corporate entities, direct or indirect ownership of at least 50% of the stock or shares entitled to vote for the election of directors; or (b) in the case of non-corporate entities, direct or indirect ownership of at least 50% of the equity interest with the power to direct the management and policies of such non-corporate entities. Unless otherwise specified, “Supplier” also includes its Affiliates.

Agreement: means together, (i) this instrument, (ii) the Order (iii) Supplier’s policies, referenced herein, as made available by Supplier on its website and as amended by Supplier from time to time.

API: any application program interface.

Applicable Laws: any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.

Authorised Users: employees, agents and contractors of the Customer and Affiliates, who are authorised by the Customer and its Affiliates to use the Software.

Business Day: a Business Day consists of the interval from 08:00 to 17:00 in the relevant country in which the Customer is located, on any day other than a non-business day or public holiday in the relevant country.

Content: means any information, documents, software (including machine images) or electronic files, data, text, audio, video, or images.

Customer Content: means any Content that the Customer or any End User provides or otherwise makes available to Supplier in connection with the Offerings, and Account Information. Customer Content excludes any Supplier Intellectual Property.

Documentation: the official Software guides available on Supplier Software and/or Website.

End User: any individual or entity that directly or indirectly through an Authorised User or otherwise (a) accesses or uses the Customer’s Content or (b) accesses or uses the Software under the Customer’s account. The term “End User” does not include individuals or entities when they are accessing or using the Offerings or any Content under their own Supplier account, as Authorised Users.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and rights in domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, infrastructure design, codebase, software development, user experience design, user interface design, algorithms, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses: any claims, damages, losses, liabilities, costs and expenses (including any reasonable legal fees) finally awarded by a court of competent jurisdiction or agreed in writing in a settlement.

Offerings: the Software, Supplier Content, Support, Workflow design, third-party interoperability and any other connected subscription services provided by Supplier from time to time to the Customer as set out in an Order.

Order: the order form executed between Supplier and Customer for the Offerings into which this Agreement is incorporated, as well as any orders for the Offerings as may be agreed to from time to time under this Agreement. The term “Order” includes any order for the Offerings made online through any ordering process on the Supplier Website through which Customer orders the Offerings.

Right to Use: the term “Right to Use” shall mean the Customer’s right to use and access the Software and Supplier Content, as set forth in this Agreement.

Health Information: any data related to staff or patients that may be processed on behalf of the Customer.

Software: the software and any related generally available software products developed and provided by Supplier and licensed to the Customer as part of the Offerings as specified in the applicable Order, which includes the automation of all back office automation tools, the suite of tools offered, and including (i) any plugins, connectors, extensions, scripts, Interfaces and APIs; (ii) new releases, versions, modifications, updates, improvements, patches, enhancements, derivative works or extensions thereof made available to Customer as part of Support, pursuant to Supplier’s warranty obligations or as otherwise made generally available to Customer; (iii) the Documentation; (iv) any complete or partial copies of the foregoing; and (v) all Intellectual Property Rights related to the foregoing, and excluding any open source software components.

Support: maintenance and service levels applicable to the Software during the Term in accordance with the support terms available on Supplier Website at the following web address (or successor website): https://www.pyrexia.io in the applicable forms and quantity set out on the Order.

Termination Date: the effective date of termination provided in a notice from one party to the other in accordance with Section 4.

Third Party Services: data services, data products, cloud applications, cloud service endpoints, application programming interfaces, and any third party software or Content which may be accessed using the Offerings.

Supplier Content: (i) Supplier curated data products, insights, reports, templates, methodologies of gathering, curating and packaging data, all of which, relying on Supplier’s proprietary AI modelling, algorithms, data infrastructure, security infrastructure and any other specific techniques employed by Supplier for providing such content; (ii) and any other data made available by Supplier to the Customer as part of the Offering. This does not include any third parties’ open source data.

Supplier Policies: any relevant Supplier policies referenced in or incorporated into this Agreement, as such may be amended from time to time including but not limited to the Privacy Policy, Cookies Policies, Acceptable Use Policy and Support Policy.

Supplier Trade Marks: any trade marks, service or trade names, logos and other designations of Supplier or registrations and applications, together with any unregistered trademarks, of Supplier that are made available to you in connection with this Agreement.

Supplier Website: https://www.pyrexia.io (and any successor or related locations designated by us) as may be updated from time to time by Supplier.

2. RIGHTS GRANTED AND RESPONSIBILITIES OF PARTIES

2.1. Subject to the terms and conditions of this Agreement, Supplier grants to the Customer a limited, non-sublicensable, non-exclusive, non-transferable, Right to Use the Software internally, solely for the Customer’s business operations during the Term, in accordance with the terms of this Agreement, the Documentation and Supplier Policies and subject to payment of the applicable Fees.

2.2. Where expressly provided for in the applicable Order, the Right to Use may also include the Customer’s right to use the Supplier Content for their clients (i.e, in the form of Business Process Outsourcing or Managed Services), subject to Customer entering into additional terms which will supplement the respective Order and paying the relevant fees.

2.3. The Customer may allow its End Users and Affiliates to use the Software and access the Offerings solely for the Customer’s internal business purposes, provided that (i) The Customer ensures its End Users and Affiliates comply with the terms of this Agreement and (ii) The Customer shall be liable towards Supplier as if their acts and omissions were Customer's own. Upon request, The Customer will provide Supplier with details and use reports of all Authorised Users, End Users and Affiliates having received access to the Software. If the Customer becomes aware of any violation of its obligations under this Agreement caused by any Authorised User, End User, or Affiliate, the Customer will immediately suspend access to the Customer Content and the Offerings.

2.4. The Customer grants to Supplier a non-exclusive, limited licence to use the Customer Content provided to Supplier, during the Term, for delivering the Offerings to the Customer in accordance with the terms of this Agreement.

2.5. The Customer shall at all times comply with Supplier’s Acceptable Use Policy made available at https://www.pyrexia.io/terms which may be updated from time to time.

3. FEES AND PAYMENT

3.1. The Customer agrees to pay the fees set out in the Order (the “Fees”) to Supplier in exchange for the Right to Use and any other rights provided to the Customer in this Agreement. Unless otherwise provided in an Order, (i) the Fees for the Software subscription shall be invoiced yearly in advance and (ii) the Fees corresponding to overages will be invoiced monthly, and the Customer shall pay the Fees in accordance with the payment terms in the Order. All Orders are non-cancellable and non-refundable. Upon termination of an Order or this Agreement: (i) all Fees due under the respective Order or this Agreement that have been invoiced will immediately become due and payable, and (ii) the Fees not already invoiced by Supplier will immediately become due and payable by the Customer within 30 (thirty) days of the invoice date.

3.2. The Customer is solely responsible for ensuring that its Authorised Users and End Users comply with the Order, including any limitations and subscription parameters stipulated therein. If the Customer exceeds (a) the quantity of purchased APIs on an applicable Order, or (b) any another specified subscription and/or usage limitations as set forth in the applicable Order (e.g. by subscribing in the Software to additional Supplier Offerings not included in the Order or otherwise exceeding the the baseline subscription set forth in the Order such as Projects or Jurisdictions), Supplier shall provide the Customer with an invoice for the applicable fees for such excess quantity or the usage in excess of such limitations and baseline subscription, as applicable, and such invoice shall include a report detailing the excess usage on a monthly basis during the preceding period. Where applicable, the Software indicates the Offerings which, if accessed, are subject to additional charges. The Customer hereby acknowledges and agrees that it is responsible for paying in full the fees incurred as a result of its Authorised Users and End Users accessing additional Offerings and/or exceeding the quantities / usage limitations on the Order.

3.3. Supplier may change the Fees in effect on renewal of your subscription, to reflect factors such as changes to its Offerings, business needs or changes in economic or regulatory conditions. For the avoidance of doubt, Supplier will not change the Fees applicable to an Order already accepted by it. Supplier will notify the Customer via a notification or e-mail to the email address associated with the Customer account, of any change in Fees and such change will become effective upon Customer placing a new Order or the renewal of any current Order following such notice.

3.4. Unless otherwise specified in the applicable Order, all Fees are exclusive of any taxes, levies imports, duties, charge, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal, or other authority as required by Applicable Laws. Unless otherwise specified in the applicable Order, all payments will be made in cleared funds, without any deduction or set-off. Where required by the Applicable Laws, the Parties agree to pay the respective taxes, duties, licenses, tariffs, and levies that are due under this Agreement.

3.5. Supplier reserves the right to suspend its Service to the Customer upon 10 days’ notice to the Customer if the Customer’s payment of its account is in default or otherwise breaches the terms of this Agreement. The Customer agrees that it shall be liable for all costs of collection of any default, including collection agency fees, reasonable legal fees and court costs.

4. TERM AND TERMINATION

4.1. The Term of this Agreement will commence on the Effective Date (as set out in the Order) and will remain in effect until terminated under this Section 4. Any notice of termination of this Agreement by either party to the other must be in writing and include a Termination Date that complies with the notice requirements under Section 16.

4.2. Supplier may terminate this Agreement as follows:

(a) Immediately if the Customer does not make a payment due hereunder and fails to make such payment (including any interest due) within ten (10) days after the date of notice in writing of such non-payment by Supplier;

(b) Immediately if the Customer defaults in its indemnification obligations under Section 8 or is otherwise in default of its performance obligations under this Agreement;

(c) Immediately if the Customer becomes insolvent, makes an assignment for the benefit of creditors, or has a petition in bankruptcy files for or against it. Such termination shall be effective immediately upon Supplier giving written notice to the Customer;

(d) if Supplier’s relationship with a third-party partner who providers software or other technology used to provide the Offerings expires, terminates or requires Supplier to change the way in which it provides the software or other technology as part of the Offerings;

(e) in order to comply with the law or requests of governmental entities.

4.3. Except as otherwise set forth in this Agreement, neither party shall have any further rights or obligations upon the expiry of this Agreement upon its regularly scheduled expiration date, other than the obligation of the Customer to make any and all payments still due to Supplier under the terms of this Agreement. However, provided that upon such expiration, each party shall be required to continue to abide by the terms relating to:

(a) ownership of the Software and any other Intellectual Property Rights of Supplier;

(b) all non-disclosure and confidentiality obligations as described in Section 7; and

(c) the Customer’s obligations to indemnify Supplier under Section 8, along with any provision of this Agreement where such provision indicates an extension of rights beyond termination of this Agreement.

5. PROPRIETARY RIGHTS

5.1. Supplier retains all rights, title and interest in and to the Software and Supplier Content. The Customer acknowledges that Supplier’s Confidential Information constitutes a valuable, special and unique asset and that the provisions of this Agreement are necessary to protect it. Supplier owns or holds exclusive rights in and to any/or all of its Intellectual Property Rights. As such, without the express written consent of Supplier, the Customer will not use any Supplier Intellectual Property Rights as part of any of its product, service, domain, sub-domain or company names and will not take nor authorise any action inconsistent with Supplier’s exclusive trademark rights during the term of this Agreement or thereafter.

5.2. Except as otherwise expressly stated herein, nothing in this Agreement grants the Customer ownership or any rights in or to use the Supplier Intellectual Property Rights. Subject to the Customer’s rights under and except as otherwise set forth in this Agreement, Supplier will have the exclusive right to own, use, hold, apply for registration for, and register its Intellectual Property Rights during the term of this Agreement and after the expiration or termination of this Agreement, in any country worldwide. The Customer shall not use any brands or trademarks to identify any component of the Right to Use other than those designated by Supplier.

5.3. The Software may contain software, including open source, and/or other products proprietary to third parties suppliers which have been licensed to Supplier. The parties acknowledge that each such third party supplier shall retain title and ownership to their software and any other products proprietary to them and that the use of any open source software will be subject to the terms and conditions of such open source software, to the extent required by the applicable licensor (which shall not restrict the licence rights granted to Customer hereunder).

5.4. Supplier Content may contain open source data or other data publicly available or proprietary to third party suppliers. The Parties hereto acknowledge that such open source data is collected by Supplier “as is”, and may be subject to the terms and conditions specific to such open source data, to the extent required by the applicable supplier (which shall not restrict the Supplier Content rights granted to the Customer hereunder).

5.5. The Customer may use the Software and Supplier Content in conjunction with Third-Party Services where such features and integrations are possible. The Customer is responsible for determining which Third-Party Services, features or integrations are accessed and used by the Customer and bears the entire risk of such use. Customer acknowledges that Supplier does not control or own any such Third-Party Services, and the access to and use of such Third-Party Services, including the availability and uptimes related to such Third-Party Services, is solely determined by the relevant third parties that control the Third-Party Services. Supplier will not be liable for any downtime, discontinuation, or any other issues with, or caused by, the Third-Party Services. To access and use a Third-Party Service, the applicable third party may require that the Customer agrees to an underlying agreement with such third party and such third party may require additional consents to allow Customer to connect the Third-Party Service to the Software. Where applicable, use of Third-Party Services distributed by Supplier will be subject to the terms and conditions set by the relevant owners, as made available on the Supplier Website.

5.6. The Customer shall have no right to subscribe or sub-subscribe any of the foregoing to any party with respect to the rights conferred upon the Customer under this Agreement. This Agreement confers no additional rights to use or other rights by implication, estoppel or otherwise under any patent applications or patents of Supplier, other than the Right to Use, regardless of whether such patents are dominant or subordinate to the Right to Use.

5.7. Without limiting the content of the Acceptable Use Policy, the Customer agrees that neither the Customer or its Affiliates, Authorised Users or End User will not do, or attempt to do, or assist anyone in doing, any of the following:

(a) reverse engineer, disassemble, or decompile the Software or apply any other process or procedure to derive the source code of the Software, Supplier Content or any portion of the Offerings;

(b) circumvent any technological protection measures set by Supplier to control the access to the Software and will not exceed the number of allocated Software licences;

(c) access or use the Offerings or Supplier Content (i) to inspect or analyse the Software, Offerings or Supplier Content for benchmarking or comparison purposes, (ii) to modify, design, create a derivative work or create any program that performs functions similar to the functions performed by the Offerings, (iii) to acquire any technical specifications or gain a competitive business or technological advantage, (iv) to misappropriate or infringe any rights or violate any laws or contracts, (v) to access, tamper with, or use any non-public areas of the Offerings, (vi) to perform any type of security testing, including penetration testing on the Software.

(d) access or use the Software, Offerings or Supplier Content in a way intended to avoid incurring fees; or

(e) resell the Offerings, Software or Supplier Content without such formal agreement with Supplier, outside of this Agreement.

5.8. If the Customer provides any suggestions or feedback related to the Software, Offerings or Supplier Content to Supplier, the Customer acknowledges that it does so voluntarily and Supplier will be entitled to use any suggestions or feedback without restriction.

6. DATA PRIVACY

6.1. Should the Customer Content contain any personal data (as defined in the Applicable Laws), the Customer consents to the storage of the Customer Content in, and transfer of Customer Content, by Supplier, in accordance with the Supplier Privacy Policy available on Supplier Website.

6.2. Supplier will not access or use the Customer Content except as necessary to maintain or provide the Offerings, or as necessary to comply with the Applicable Laws or a binding order of a governmental body.

6.3. Supplier will not disclose or move the Customer Content except in each case as necessary to comply with the Applicable Laws or a binding order of a governmental body. Unless it would violate the Applicable Laws or a binding order of a governmental body, Supplier will give the Customer notice of any requirement or order referred to in this Section 6.

6.4. Supplier will only use the Customer’s account information in accordance with the Supplier Privacy Policy available on Supplier Website, and the Customer consents to such usage.

7. CONFIDENTIALITY AND PUBLICITY

7.1. This Agreement supersedes any applicable non-disclosure agreement between the Parties with respect to the use of the Offerings. Any information shared by the Parties or their Affiliates under this Agreement shall be deemed confidential if it is disclosed in any form or manner, marketed as, or given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, whether or not marked or otherwise identified as “confidential”, including Intellectual Property Rights, trade secrets, business operations, know - how, plans, strategies, product roadmaps, customers and pricing (the “Confidential Information”).

7.2. Confidential Information shall also include the existence of and the terms and conditions of this Agreement and any Order placed hereunder, and, with respect to Supplier, the Offerings, the Software, and Supplier Content, as well as any technical and support data related thereto.

7.3. The receiving Party will treat the Confidential Information with no less than reasonable care and will not use or disclose the Confidential Information to anyone, except to its Authorised Users, advisors or consultants, who need to know the Confidential Information for the purposes of this Agreement and are bound by confidentiality obligations at least as restrictive as in this section. The receiving Party may disclose Confidential Information: (i) under a written and signed permission document from the disclosing Party; (ii) as necessary to comply with the Applicable Laws, a valid order of a court of law or governmental body, or with mandatory rules of an equivalent binding authority after using reasonable efforts to provide advance notice of such disclosure to the disclosing Party. Confidential Information excludes any information that (i) is or becomes public, through no fault of the recipient; (ii) was rightfully acquired by or already known to the recipient without an existing confidentiality obligation; or (iii) is independently developed by the recipient without the use of discloser’s Confidential Information.

7.4. The Customer authorises Supplier to publicly identify it as a customer and include the Customer's name, trademarks and logo on Supplier’s website and other promotional and marketing materials.

8. INDEMNIFICATION

8.1. Customer Indemnities

8.1.1. The Customer shall defend, indemnify and hold harmless Supplier against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

(a) the Customer’s misuse of the Offerings, including any violations of Supplier Policies, unauthorised access, or illegal activities in breach of those obligations set out in Section 5.7 of this Agreement;

(b) the Customer’s failure to comply with the Applicable Laws when using the Offerings;

(c) any inaccuracy, error, or invalidity in the Customer Content provided to Supplier in connection with the Offerings provided by Supplier;

(d) any unauthorised access to the Software or use of the Offerings using the Customer’s credentials; and

(e) issues or conflicts resulting from the Customer’s integration of the Offerings with any other Third Party Services, systems or products, including but not limited to, the infringement of any third party rights as a result of such integration provided that the terms in Section 8.3 are complied with.

8.2. Supplier Indemnities

8.2.1. Supplier shall defend the Customer against any third-party claims, actions, proceedings that any part of the Offerings infringes on or misappropriates any third-party intellectual property rights and indemnify and hold harmless the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, provided that the terms in Section 8.3 are complied with.

8.2.2. In no event shall Supplier, its employees, agents or subcontractors, be liable to the Customer to the extent that any claim is based on:

(a) the Customer or its Affiliates use of the Offerings in a manner contrary to the terms of this Agreement;

(b) a modification of the Offerings by anyone other than Supplier;

(c) the Customer’s failure to install and/or use the latest updated version of the Offerings made available to it by Supplier, to avoid any infringement, security vulnerabilities or malfunctions;

(d) any Customer Content, Third-Party Services, products or materials, or their combination with the Offerings, where the Offerings would not have been infringing without such combination; or

(e) the Customer or its Affiliates continued use of the Offerings after notice of an alleged or actual infringement is given to the Customer by Supplier or any appropriate authority.

8.2.3. Where a claim alleges that the Offerings may infringe on the intellectual property rights of a third party, or if in the view of Supplier, such a claim may arise, Supplier may at its sole discretion:

(a) procure the right for the Customer to continue using the Offerings under the terms of this Agreement;

(b) replace or modify the Offerings so that they become non-infringing; or

(c) terminate the Customer’s licence to the relevant component of the Offerings under this Agreement with five (5) Business Days’ written notice to the Customer and refund the associated portion of the pre-paid and unused Fees as of the date of termination for the infringing component, without any additional liability or obligation for Supplier to pay liquidated damages or other additional costs to the Customer.

8.3. Process

8.3.1. The obligations under Section 8 of this Agreement for a Party to defend and indemnify (the “Indemnifying Party”) will apply only if the Party seeking defence or indemnity (the “Indemnified Party”):

(a) promptly gives written notice of the claim to the Indemnifying Party;

(b) reasonably cooperates with the Indemnifying Party in the defend and settlement of the claim;

(c) grants the Indemnifying Party sole control of the defend or settlement of the claim, subject to the condition that the Indemnifying Party shall not agree to any settlement acknowledging liability on behalf of the Indemnified Party or imposing any obligations on the Indemnified Party, except for discontinuation of use of the infringing Offering;

(d) does not make any admissions about the claim without the Indemnifying Party’s prior written consent; and

(e) employs all reasonable measures to mitigate potential damages.

8.3.2. The remedies in this section 8 are the sole and exclusive remedies of the Indemnified Party and sole liability of the Indemnifying Party with respect to an intellectual property claim.

9. WARRANTIES

9.1. Supplier represents and warrants that, during the Term:

9.1.1. The Software substantially conforms to the Documentation, to the extent it is used in accordance with the Documentation.

9.1.2. The Software complies with the Applicable Laws, and Supplier will use its commercially reasonable efforts to regularly update the Software in response to any changes in such laws.

9.1.3. It owns or has the necessary licences and rights to provide the software and the Supplier Intellectual Property Rights used in the Software.

9.2. The Customer represents and warrants that:

9.2.1. The Customer Content, is accurate to the best of its knowledge and does not infringe on any third-party rights and. Should there be any material change to the Customer Content or any relevant detail, the Customer shall promptly provide written notice to Supplier of such a change.

9.2.2. It has all appropriate rights to allow Supplier to use the Customer Content in its provision of the Offerings to the Customer during the Term.

9.2.3. It shall use the Offerings in accordance with the terms of this Agreement and any applicable Policy, including not engaging in any illegal or harmful activities that may disrupt or violate the law or infringe on any third-party rights.

9.2.4. It shall not access, use or resell the Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas.

9.2.5. It shall at all times make timely payments to Supplier for the Offerings as agreed by the Parties at Section 3 of this Agreement and as set out on the Order.

10. DISCLAIMERS

10.1. Subject to the above limited warranties, the Customer recognises and accepts that the Offerings and Supplier Content are provided on an “as is” and “as available” basis and do not include any specific subsequent enhancement or versions unless otherwise set forth in this Agreement.

10.2. The Customer recognises and accepts that any open-source data contained in the Offerings and Supplier Content is provided on an "as is" and "as available" basis. Supplier disclaims responsibility for any open-source data and makes no assurances regarding the accuracy, completeness, or reliability of such open source data. The Customer undertakes to independently verify critical information within such open-source data for any errors and to not solely rely on such data for critical decision making.

10.3. Except to the extent prohibited by Applicable Laws or to the extent that any statutory rights apply that cannot be excluded, limited or waived, Supplier its, employees and licensors:

(a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Offerings or Supplier Content or any third-party Content;

(b) make no warranty or guarantee regarding the accuracy, completeness, or quality of any data or open source data obtained from third parties;.

(c) disclaim all warranties, including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, (ii) arising out of any course of dealing or usage of trade, (iii) that the Offerings or Supplier Content or third-party Content will be uninterrupted, error-free of harmful components, and (iv) that any content will be secure or not otherwise lost or altered.

10.4. Each Party disclaims all liability for Third Party Services and open source data.

10.5. To the extent permitted by the Applicable Laws, Supplier’s sole liability for a breach of the warranties in 9.1. will be, in Supplier’s reasonable commercial discretion, a repair or replacement of the Software, or if Supplier determines in its sole discretion that the foregoing remedy is not commercially reasonable, Supplier may terminate the Customer’s licence to the Software and refund the Customer the prepaid unused Fees as of the date of termination.

11. LIMITATIONS OF LIABILITY

11.1. Neither Party will be liable to the other for any indirect, incidental, special, consequential or exemplary damages (including damages for interruption of business, loss of profits, revenues, customers, opportunities, reputation, goodwill, use, or data) even if a party has been advised of the possibility of such damages.

11.2. Neither Supplier nor any of its Affiliates, employees or licensors will be responsible for any compensation, reimbursement or damages arising out of or in connection with:

(a) the Customer’s inability to use the Offerings, including as a result of any (i) termination or suspension of this Agreement or the Customer’s use of or access to the Offerings or Supplier Content, (ii) Supplier’s discontinuation of any or all of the Offerings or Supplier Content, or, (iii) without limiting any obligations under the service level agreements, any unanticipated or unscheduled downtime of all of a portion of the Offerings for any reason;

(b) the cost of procurement of substitute goods or services;

(c) any investments, expenditures, or commitments by the Customer in connection with this Agreement or the Customer’s use of or access to the Offerings or Supplier Content; or

(d) any unauthorised access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of the Customer Content or other data.

11.3. In any case, except for payment obligations, Supplier’s aggregate liability for all damages (individually and together) under this Agreement will not exceed the Fees paid Supplier under this Agreement for the Offerings that give rise to the claim during the 12 months before the liability arose.

11.4. The limitations in this Section 11 apply only to the maximum extent permitted by the Applicable Laws.

12. ANALYSES DATA

12.1. Supplier may process data, technical information, usage and telemetry from the Software and any use thereof, to make available and provide software features, perform its obligations under this Agreement, create indices, for benchmarking purposes, to offer Support, provide bug fixes, run systems diagnostics and monitor error and performance.

13. ASSIGNMENT

13.1. The Customer will not assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement, without the prior written consent of Supplier. Any assignment or transfer in violation of this Section 13 will be void.

13.2. Supplier may assign this Agreement without the consent of the Customer (a) in connection with a merger, acquisition or sale of all or substantially all of its assets or (b) to any affiliate or as part of a corporate reorganisation. Effective upon such assignment, the assignee is deemed substituted for Supplier as a party to this Agreement and Supplier is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

14. MODIFICATIONS TO THE AGREEMENT

14.1. Any modification or amendment to this Agreement shall be valid and enforceable only if it is made in writing and is mutually agreed upon by all parties to this Agreement. Such modifications or amendments shall be executed with the same formalities as this Agreement and shall be considered an integral part thereof. No oral modifications or amendments shall be valid or binding. Any attempt to modify this Agreement without the mutual consent of all parties shall be null and void.

15. ENTIRE AGREEMENT AND SEVERABILITY

15.1. This Agreement incorporates in its entirety, the Order Form and the Policies which together form the entire agreement between Supplier and the Customer regarding the subject matter of this Agreement. Unless otherwise specified herein, any amendment to this Agreement will be made in writing and will be signed by the authorised representatives of the Parties.

15.2. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Supplier and the Customer, whether written or verbal, regarding the subject matter of this Agreement.

15.3. Supplier will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition, or other provision:

(a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document;

(b) related to any online registration, response to any bids, requests for information or other questionnaire; or

15.4. Supplier may modify the Supplier Policies at any time by posting a revised version on the Supplier Website, by otherwise notifying the Customer in accordance with Section, but (i) no such change will result in a material adverse affirmative obligation upon Customer except with prior notice and mutual agreement; and (ii) to the extent there is an express conflict between the terms of this Agreement and the Supplier Policies, the terms of this Agreement shall control to the extent of such conflict. The amended Supplier Policies will become effective upon posting, or, if Supplier notifies the Customer by email, as stated in the email message. By continuing to use the Offerings or Supplier Content after the effective date of any modifications to the Supplier Policies, the Customer agrees to be bound by the modified terms. It is the Customer’s responsibility to check the Supplier Website regularly for modifications to the Supplier Policies.

15.5. Any inconsistency or conflict of interpretation in the terms of this Agreement will be settled in the following order of precedence: (i) the Order, (ii) additional terms for new features or functionalities provided to Customer, (iii) this Agreement, (iv) Supplier Policies.

15.6. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

16. NOTICES

16.1. Supplier may provide any notice to the Customer under this Agreement by (a) posting a notice on the Supplier Website or Software, or (b) sending a message to the email address then associated with your account. Notices provided by posting on the Supplier Website or Software will be effective immediately upon posting and those notices provided by email will be effective when the email is sent by Supplier. It is the responsibility of the Customer to keep the email address current and up to date at all times. The Customer will be deemed to have received any email sent to the email address then associated with the account when the email is sent, whether or not the Customer actually receives the email.

16.2. Section 16.1 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. In such cases, the registered office of the Party may be used for such correspondence.

17. FORCE MAJEURE

17.1. Except for any payment obligations, neither Party shall be liable for any delay or failure to perform its obligations under this Agreement where the delay or failure results from any cause beyond its reasonable control, including any acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

18. GOVERNING LAW AND JURISDICTION

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

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

19. NATURE OF RELATIONSHIP BETWEEN PARTIES

19.1. The relationship between Supplier and the Customer is that of independent contractors. This Agreement will not be construed to create a partnership, joint venture, agency or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind or obligate the other in any manner other than is expressly set forth in this Agreement.

20. THIRD PARTY RIGHTS

20.1. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Reseller Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

21. TECHNICAL SUPPORT

21.1. Supplier undertakes that it will provide technical Support to the Customer as set out in the Supplier Support Policy, the necessary level of pre-sale and post-sale support in relation to the Software and Services, respond to technical and other queries that the Customer may have.

SaaS Agreement.Terms and Conditions.

SaaS Agreement.
Terms and Conditions.