(1) Hurdle Group Limited incorporated and registered in England and Wales with company number 12802384 whose registered office is at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ (the Supplier);
(2) As set out in the Order Confirmation (the Customer).
(A) The Supplier has developed certain software applications and platforms for the delivery of software training courses, which it makes available to subscribers via the internet on a pay-per-use basis.
(B) The Customer wishes to use the Supplier’s service in its business operations and to provide its training courses to learners.
(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 means those employees, agents, independent contractors, and clients 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 means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control means shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1. Customer Data means 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.
Documentation means the document made available to the Customer by the Supplier online via the website and desktop application software, which sets out a description of the Services and the user
instructions for the Services.
Effective Date means the date of this agreement.
Initial Subscription Term means the initial term of this agreement as set out in the Order Confirmation.
Normal Business Hours means 9.00 am to 5.00 pm local UK time, each Business Day.
Order Confirmation means the online order process and confirmation of Services, Subscription Fees, User Subscriptions, and Initial Subscription Term, among other details specific to the Customer. Agreement to the Order Confirmation or any use of the Services constitutes acceptance of this Agreement.
Renewal Period means the period described in clause 14.1.
Services means the subscription services provided by the Supplier to the Customer under this agreement via the interactive video sharing desktop application software or any other website or software notified to the Customer by the Supplier from time to time, as more particularly described in
Software means the online software applications provided by the Supplier as part of the Services.
Subscription Fees means the subscription fees payable by the Customer to the Supplier for the User
Subscriptions, as set out in the Order Confirmation.
Subscription Term has the meaning given in clause 14.1 (being the Initial Subscription Term together
with any subsequent Renewal Periods).
Support Services Policy means the Supplier’s policy for providing support in relation to the Services as made available at https://hurdlegroup.atlassian.net/servicedesk/customer/portals or such other website address as may be notified to the Customer from time to time.
User Subscriptions means 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 means 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 means a weakness in the computational logic (for example, code) found in software and
hardware components that when exploited, results in a negative impact to the confidentiality,
integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
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
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
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 email.
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 and licence, 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 to provide training videos.
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 maximum number of
Authorised User as stated 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 their use of the Services and Documentation, that such password shall be changed no less frequently than as required by their internal policies and procedures, and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to
the Supplier within 5 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 Customer’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 the Order Confirmation within 10 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
(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;
(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 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.
(g) introduce or permit the introduction of any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Software or any data, content, information or Services accessed via the same.
(h) introduce or permit the introduction of any automated analytical technique aimed at analysing
text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
(i) use the Services or the purpose of harming or attempting to harm minors in any way.
(j) use the Services to bully, insult, intimidate or humiliate any person.
(k) use the Services to send, knowingly receive, upload, download, use or re-use any material which does not comply with this Agreement.
(l) use the Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam). (m) use the Services to knowingly transmit any data, send or upload any material that contains Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
(n) use the Services in any way that involves child sexual exploitation or abuse.
(o) use the Services to upload terrorist content.
2.5 The provisions of clause 2.4 should be treated as an express reservation of the Supplier’s rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790), but it shall not apply insofar as (but only to the extent that) the Supplier is unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to the Supplier.
2.6 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.
2.7 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.
2.8 The Supplier may from time to time provide interactive Services, including, without limitation:
(a) Video sharing facilities
(b) Chat rooms
(c) File uploading/distribution
(d) Open URL Remotely
2.9 Where the Supplier provides any Interactive Services, it will provide clear information to the Customer about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
2.10 The Supplier will do its best to assess any possible risks for Authorised Users from third parties when they use any Interactive Service provided on the Software, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, the Supplier is under no obligation to oversee, monitor or moderate any Interactive Service it provides on the Software, and it expressly excludes liability for any loss or damage arising from the use of any Interactive Service by a user in contravention of the content standards, whether the Service is moderated or not.
2.11 Where the Supplier does moderate an Interactive Service, it normally provides Authorised Users with a means of contacting the moderator, should a concern or difficulty arise.
2.12 The Supplier does not store terrorist content.
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 the Order Confirmation 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 3 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 14 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 Error! Reference source not found. of Error! Reference source not found. 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 2.00 am UK
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the
Supplier has used reasonable endeavours to give the Customer at least 48 hours’ notice in
4.3 The Supplier will, as part of the Services and in consideration of the support fees set out in The Order
Confirmation (if applicable), 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. DATA PROTECTION
The Customer is directed to our Privacy Notice – a link to which can be found here.
6. THIRD PARTY PROVIDERS
The Customer acknowledges that the Services may enable or assist it to access the website content of,
correspond with, and purchase products and services from, third parties via third-party websites and
that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment
and shall have no liability or obligation whatsoever in relation to the content or use of, or
correspondence with, any such third-party website, or any transactions completed, and any contract
entered into by the Customer, with any such third party. Any contract entered into and any transaction
completed via any third-party website is between the Customer and the relevant third party, and not
the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms
not endorse or approve any third-party website nor the content of any of the third-party website made
available via the Services.
7. SUPPLIER'S OBLIGATIONS
7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the
Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused
by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the
Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents.
If the Services do not conform with the foregoing undertaking, the 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; or
(ii) that the Services, Documentation and/or the information obtained by the Customer
through the Services will meet the Customer’s requirements; or
(iii) the Software or the Services will be free from Vulnerabilities or Viruses; or
(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.
7.6 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy
available on request 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.
8. CUSTOMER'S OBLIGATIONS
8.1 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
(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.
8.2 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.
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 Error! Reference source not found. and any applicable additional support fees i
n accordance with clause 4.3 and Error! Reference source not found..
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
(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
(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 14 days after the date of such invoice.
9.3 If the Supplier has not received payment within 14 days after the due date, and without prejudice to
any other rights and remedies of the Supplier:
(a) 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 4% 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
9.5 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 at the start of each Renewal Period upon 90 days’ prior notice to the Customer and Error! R
eference source not found. 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
11.1 Confidential Information means all confidential information (however recorded or preserved)
disclosed by a party or its Representatives (as defined below) to the other party and that party’s
Representatives whether before or after the date of this, including but not limited to:
(a) the existence and terms of this agreement or any agreement entered into in connection with
(b) any information that would be regarded as confidential by a reasonable business person
(i) the business, assets, affairs, customers, clients, suppliers, or plans , intentions, or market
opportunities of the disclosing party (or of any member of the group of companies to
which the disclosing party belongs); and
(ii) the operations, processes, product information, know-how, designs, trade secrets or
software of the disclosing party (or of any member of the group of companies to which
the disclosing party belongs);
(c) any information developed by the parties in the course of carrying out this agreement and the
parties agree that:
(i) details of the Services, and the results of any performance tests of the Services, shall
constitute Supplier Confidential Information; and
(ii) Customer Data shall constitute Customer Confidential Information;
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors,
representatives and advisers.
11.2 The provisions of this clause shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the
receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person
who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the
disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) the parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving party independently of the information disclosed by the
11.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights
and obligations under or in connection with this agreement (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly
permitted by this clause 11.
11.4 A party may disclose the other party’s Confidential Information to those of its Representatives who
need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information
before disclosure; and
(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality
obligations set out in this clause.
11.5 A party may disclose Confidential Information to the extent such Confidential Information is required
to be disclosed by law, by any governmental or other regulatory authority or by a court or other
authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives
the other party as much notice of such disclosure as possible and, where notice of disclosure is not
prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable
requests of the other party in relation to the content of such disclosure.
11.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in
activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential
Information to the Serious Fraud Office without first informing the other party of such disclosure.
11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a
party’s Confidential Information other than those expressly stated in this agreement are granted to
the other party, or to be implied from this agreement.
11.8 On termination or expiry of this agreement, each party shall:
(a) destroy or return to the other party all documents and materials (and any copies) containing,
reflecting, incorporating or based on the other party’s Confidential Information;
(b) erase all the other party’s Confidential Information from computer and communications
systems and devices used by it, including such systems and data storage services provided by
third parties (to the extent technically and legally practicable); and
(c) certify in writing to the other party that it has complied with the requirements of this clause,
provided that a recipient party may retain documents and materials containing, reflecting,
incorporating or based on the other party’s Confidential Information to the extent required by
law or any applicable governmental or regulatory authority. The provisions of this clause shall
continue to apply to any such documents and materials retained by a recipient party, subject
to clause 14 (Termination).
11.9 No party shall make, or permit any person to make, any public announcement concerning this
agreement without the prior written consent of the other parties (such consent not to be
unreasonably withheld or delayed), except as required by law, any governmental or regulatory
authority (including, without limitation, any relevant securities exchange), any court or other authority
of competent jurisdiction.
11.10 Except as expressly stated in this agreement, no party makes any express or implied warranty or
representation concerning its Confidential Information.
11.11 The above provisions of this clause 11 shall survive for a period of five years from termination or expiry
of this agreement.
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 does not make any admission, or otherwise attempt to compromise or settle the
claim and provides reasonable co-operation to the Supplier in the defence and settlement of
such claim, at the Supplier’s expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, the Supplier may procure the right for the 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 2 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) states the Customer’s sole and exclusive rights and remedies, and
the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations
and liability, for infringement of any patent, copyright, trade mark, database right or right of
13. LIMITATION OF LIABILITY
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.
13.4 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or
misappropriation of the Supplier’s Intellectual Property Rights”.
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 1 month (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 1 month 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
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 14 days after being notified in writing to make such
(b) the other party commits a material breach of any other term of this agreement and (if such
breach is remediable) fails to remedy that breach within a period of 1 month after being
notified in writing to do so;
(c) 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 (IA 1986) as if the words “it is
proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA
1986 OR (being an individual) is deemed either unable to pay its debts or as having no
reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA
1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
(d) 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;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency
(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 (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company
or limited liability partnership) has become entitled to appoint or has appointed an
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;
(i) 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;
(j) 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(c) to clause 14.2(j) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a
substantial part of its business;
(l) the other party’s financial position deteriorates so far as to reasonably justify the opinion that
its ability to give effect to the terms of this agreement is in jeopardy;
(m) there is a change of control of the other party (within the meaning of section 1124 of the
Corporation Tax Act 2010).
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 Customer may choose to destroy or otherwise dispose of any of the Customer Data on the
platform. In any event, the Customer Data will be deleted ninety days after the effective date
of the termination of this agreement.
(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
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to
perform, any of its obligations under this agreement if such delay or failure result from events,
circumstances or causes beyond its reasonable control. The time for performance of such obligations
shall be extended accordingly. If the period of delay or non-performance continues for 7 days, the
party not affected may terminate this agreement by giving 7 days’ written notice to the affected party.
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)
18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver
of any subsequent right or remedy.
18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive
that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any
other right or remedy.
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
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 and contemporaneous agreements, promises, assurances 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, novate, transfer,
charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this
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 given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at
its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email
(c) submitted through the online service desk at
25.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the
second Business Day after posting;
(c) if sent by email or the online service desk, at the time of transmission, or, if this time falls
outside Business Hours in the place of receipt, when Business Hours resume.
25.3 This clause does not apply to the service of any proceedings or other documents in any legal action or,
where applicable, any arbitration or other method of dispute resolution.
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 interpreted 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)