Artemis Standard T&Cs
For web-based users
These Standard Terms (SaaS) are made between Turing Intelligence Technology Limited (Company No. 10318035) whose registered office is at Unit 2G, 2nd Floor, 1 Finsbury Avenue EC2M 2PF (“we” “us” “our”) and the customer who orders our services (“you”).
Background
(A) We have developed a hosted service providing you with access to our Artemis code optimisation tools made available on a subscription basis via the internet. (B) You wish to use our service in your business operations. (C) We have agreed to provide and you have agreed to take and pay for our service subject to these terms and conditions.
Agreed terms
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Agreement
1.1 Your use of the Service is governed by these Standard Terms and Conditions.
1.2 When we use the term “this Agreement” in any of these Standard Terms and Conditions or an Order, we are referring to both of them.
1.3 Your use of the Service includes the ability to enter into further transactions with us, use additional services and make purchases electronically. You acknowledge that your signature or electronic assent to an Order constitutes your acceptance that the terms of this Agreement and apply to each further transaction, use of additional services and electronic purchase.
1.4 In our sole discretion we may accept or reject any Order that you submit. Only an executed Order, or the commencement of the Service, shall constitute our acceptance of an Order. -
Defined Terms
2.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Additional Fees: means fees relating to Subscription Fees for additional User Licences or additional services that we have agreed to provide under this Agreement as specified in a signed Order or agreed in writing by the parties.
Authorised Users: those employees, agents and independent contractors of you who are authorised by you to use the Service and Documentation as described in clause 3.2.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information consisting of technical or commercial know-how, specifications, inventions, processes or initiatives or relating to a party’s business, customers, products or services and which in either case is proprietary or confidential in nature and information which is particularly identified as “Confidential Information” by the parties.
Data Protection Policy: our data protection policy as put in place and amended from time to time in accordance with clause 19 (Variation).
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
Documentation: the documents, user instructions and materials relating to use of the Service made available to you by us by any means.
Initial Subscription Term: the initial term of this Agreement as set out in an Order.
Large Language Models: A model that is capable of intaking, processing, and generating text and content in other modalities. License: means the license granted in relation to your use of the Platform described in clause 3.1.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Open-Source Software: any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (http://www.opensource.org/docs/definition.php) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at http://www.gnu.org/licenses/gpl.html), or anything similar, included or used in the provision of the Service.
Order means (i) the order form (either in electronic or paper form) provided to you by us for signature that describes the type or types of services you are purchasing, and that is signed by you, either manually or electronically, and (ii) any other online order that you submit or accept for the Service, (iii) your use or acceptance of the Service.
Output: means new, amended or optimised code or coding suggestions or recommendations generated by using our Platform and including code generated by Large Language Models accessed using our Platform.
Platform: means our website (currently as updated or replaced from time to time) and all of our proprietary or licensed software programs, control panels and tools accessed using our website or that form part of our Service.
Personal Data: has the meaning given in clause 12.2.
Renewal Period: the period described in clause 16.1.
Service: our subscription service for optimising software delivered online via our Platform, as more particularly described in the Order and Documentation.
Subscription Fees: the subscription fees payable by you to us for the User Licences, as set out in an Order.
Subscription Term: has the meaning given in clause 16.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
User Licences: the user licences purchased by you pursuant to clause 13.1 which entitle Authorised Users to access and use the Service 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.
Your Data: data inputted onto the Platform by you or Authorised Users.
Your Software: software programs uploaded by you or Authorised Users for optimisation using the Platform.
2.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
2.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.5 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.
2.6 A reference to writing or written includes e-mail. -
User Licences
3.1 Subject to you purchasing the User Licences in accordance with this Agreement, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Service and the Documentation during the Subscription Term solely for your internal business operations.
3.2 In relation to the Authorised Users, you undertake that:
(a) the maximum number of Authorised Users entitled to use the Service and the Documentation shall not exceed the number of User Licences specified in an Order;
(b) you will not allow or suffer any User Licence to be used by anyone who is not an Authorised User named in an Order unless we have approved the use in writing;
(c) you shall permit us to audit the Service in order to establish the name and password of each Authorised User and any unauthorised use of the Service and you shall pay to us an amount equal to any underpayment.
3.3 You shall ensure that the Authorised Users use the Platform in accordance with this Agreement and shall be responsible for any Authorised User's breach of this Agreement.
3.4 You may, from time to time during any Subscription Term, make a request to purchase additional User Licences and we shall consider such request and, if agreed, grant access to the Service and the Documentation to such additional Authorised Users within a reasonable period.
3.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
3.6 The rights provided under this Agreement are granted to you only, and shall not be considered granted to any subsidiary or holding company of you -
Service
4.1 We shall, during the Subscription Term and subject to us receiving the Subscription Fees, provide the Service and make available the Documentation to you on and subject to the terms of this Agreement.
4.2 We shall use commercially reasonable endeavours to make the Service 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 time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours' notice in advance.
4.3 If the commencement of the Service or the Service Start Date is conditional upon payment of the Subscription Fees or satisfaction of any other condition, we shall have an absolute discretion to determine that such condition is, in our view, not satisfied or is unlikely to be satisfied and to terminate this agreement with immediate effect without any liability to you. -
Support Services
We will provide you with up to five (5) hours per week of standard support services during Normal Business Hours as part of the Service and at no additional cost to you, in accordance with our support policy in effect at the time that the Service is provided. We may put in place and amend the support policy in our sole and absolute discretion from time to time in accordance with clause 19. -
Storage
6.1 Your Software may be stored on the Platform provided that adequate storage capacity has been first agreed in a signed Order and you have paid the applicable storage fees in advance of the storage requirement arising. You are responsible for ensuring that you have purchased adequate storage for your requirements in advance.
6.2 Subject to our obligation to provide storage agreed and paid for in accordance with clause 6.1, we are under no obligation to store Your Software and we are not responsible for any loss or damage to Your Software due to inadequate storage capacity.
6.3 Our storage obligations in clauses 6.1 and 6.2 are subject to the provisions of any storage or back-up policy adopted by us and advised to you from time to time in accordance with clause 19. -
Variations
7.1 We may, from time to time and without notice to you, vary the Service provided such changes do not have a material adverse effect on the quality of the Service.
7.2 Additional support, services and/or facilities must be agreed in a signed Order (or approved by us in writing) in either case specifying the additional support, services and/or facilities and any Additional Fees that are payable. -
Restrictions
8.1 For the avoidance of doubt, the restrictions in clause 8.2 shall not apply to Your Software or derivations of Your Software produced using our Service.
8.2 Subject to clause 8.1, you may not:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Authorised Users;
(d) give access to the Platform through any network of computers to users who are not Authorised Users;
(e) use the Platform to develop a similar or competing product or service;
(f) attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Platform;
(g) modify or create derivative works of the Platform;
(h) remove or obscure any product identification or proprietary notices in the Platform; or
(i) publish benchmarks or performance information about the Platform.
8.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Platform 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 we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause. -
Warranty and disclaimers
9.1 We undertake that the Service will be provided substantially in accordance with the Order and Documentation and with reasonable skill and care.
9.2 The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to our instructions, or modification or alteration of the Service by any party other than us. If the Service does not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.
9.3 We:
(a) do not warrant that the Service or your use of the Platform will meet your requirements, be fit for a particular purpose or be compatible with any software and hardware
(b) do not warrant that your use of the Service will be uninterrupted or error-free; and
(c) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Your Software over communications networks and facilities, including the internet, and you acknowledge that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.4 We do not provide any assurance whatsoever in relation to the results of using our Service and our Service should not be considered as advice or an endorsement in respect of any results obtained by using our Service
Large Language Models 9.5 We give no warranty whatsoever regarding your right to access or use Large Language Models or any data comprised within Large Language Models and you acknowledge that you are responsible for:
(a) the selection and use of Large Language Models when using our Service;
(b) obtaining any licenses, consents or approvals that may be necessary or desirable before you access or use Large Language Models or software or data produced by or from Large Language Models; and
(c) complying with all licensing terms and restrictions that apply to your access or use Large Language Models or software or data produced by or from Large Language Models.
9.6 Due to the nature of our Service and artificial intelligence generally, you acknowledge and accept that we make no representations, warranties or guarantees (whether express or implied) that the data, software and content made available to you by utilising Large Language Models, is complete, accurate or up-to-date.
9.7 Our Service makes suggestions and recommendations using Large Language Models however you are responsible for reviewing all suggestions and recommendations and deciding whether to integrate any suggestions and recommendations into Your Software. You assume sole responsibility for testing and assessing results and conclusions drawn from using Large Language Models.
Your Software
9.8 You are responsible for Your Software and represent and warrant that you have all rights, licenses, and permissions required to upload Your Software to the Platform and apply our Service to Your Software.
9.9 You are solely responsible for the application of our Service to Your Software and evaluating the suggestions made by our Service for accuracy and appropriateness for your use case, including by utilizing human review as appropriate.
9.10 We shall have no liability for any damage caused by errors or omissions in Your Software or any information, instructions or scripts provided to us by you in connection with the Service, or any actions taken by us at your direction.
Outputs
9.11 You must assess the suitability, adequacy and appropriateness of our Service and all Outputs and you must rely on your own testing, investigations and professional judgment of the accuracy and usefulness of our Service and all Outputs.
9.12 Due to the nature of our Service and artificial intelligence generally, you acknowledge and accept that:
(a) Output may not be unique and other users may receive similar content by using our Service; and
(b) responses that are requested by and generated for other users are not considered your Output. The assignment of Output contained in clause 10.3 below does not extend to other users’ output or any content delivered by third parties. -
Proprietary rights
10.1 The Platform belongs to us (or our third party licensors) and you acquire no rights in or to the Platform. Except as expressly stated herein, this Agreement does not grant you 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 Platform.
10.2 The Platform may incorporate or provide access to Large Language Models and Open-Source Software and we make no representation or warranty whatsoever in relation to such Large Language Models or Open-Source Software. Licenses to which Large Language Models and Open-Source Software are subject shall apply to such Large Language Models and Open-Source Software on a standalone basis instead of this Agreement.
10.3 As between us and you, and to the extent permitted by applicable law, you (a) retain all ownership rights to Your Data and (b) own all Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. -
Your Data
11.1 We acknowledge that you own all right, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.
11.2 You agree that you will be solely responsible for all of Your Data that you create or upload using our Platform. Specifically, you agree, represent and warrant that you have the right to create or upload Your Data and the right to use all materials of which it is comprised and that it will not contravene any of the restrictions in clause 8 (Restrictions).
11.3 You agree that you will be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the warranties given by you under clause 11.2. You will be responsible for any loss or damage suffered by us as a result of such breach.
11.4 We may reject, reclassify, or remove Your Data created or uploaded onto the Platform where Your Data, in our sole opinion, violates any of the restrictions in clause 8 (Restrictions). -
Data Protection
12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this clause 12, Applicable Laws means (for so long as and to the extent that they apply to us) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Our Data Protection Policy sets out the subject matter, nature and purpose of processing by us, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
12.3 Without prejudice to the generality of clause 12.1 you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the your Personal Data to us for the duration and purposes of this Agreement.
12.4 Without prejudice to the generality of clause 12.1, we shall, in relation to your Personal Data processed in connection with the performance by us of our obligations under this Agreement:
(a) process your Personal Data only on your written instructions, which may be:
(i) specific instructions given to us by your authorised representative in writing; or (ii) the general instructions set out in our Data Protection Policy; or
(iii) unless we are required by Applicable Laws to otherwise process your Personal Data. Where we are relying on Applicable Laws as the basis for processing your Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
(b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of your Personal Data and against accidental loss or destruction of, or damage to, your 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 your Personal Data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to your 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);
(c) ensure that all personnel who have access to and/or process your Personal Data are obliged to keep your Personal Data confidential;
(d) not transfer your Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
(i) either of us has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to your Personal Data that is transferred; and
(iv) we comply with reasonable instructions notified to it in advance by you with respect to the processing of your Personal Data;
(e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify you without undue delay on becoming aware of a Personal Data breach;
(g) at your written direction, delete or return your Personal Data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store your Personal Data; and
(h) maintain complete and accurate records and information to demonstrate our compliance with this clause 6 and allow for audits by you or your designated auditor.
12.5 You consent to us appointing the third parties listed in our Data Protection Policy together with such replacement or additional third parties as we shall notify to you in writing from time to time as third-party processors of our Personal Data under this Agreement. We confirm that we have entered or (as the case may be) will enter with each third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12.
12.6 We may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement). -
Charges and payment
13.1 You shall pay the Subscription Fees to us for the User Licences and any Additional Fees in accordance with the terms of each Order and this clause 13.
13.2 If we have not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of us:
(a) we may, without liability to you, disable your password, account and access to all or part of the Service and we shall be under no obligation to provide any or all of the Service 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 our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
13.3 All amounts and fees stated or referred to in this Agreement:
(a) shall be payable in pounds sterling;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
13.4 We shall be entitled to increase the Subscription Fees and any Additional Fees at the start of each Renewal Period upon 90 days' prior notice to you and the relevant Order shall be deemed to have been amended accordingly.
13.5 You are not entitled to a refund of Subscription Fees if you cease to use the Service. -
Confidentiality
14.1 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.
14.2 Subject to clause 14.3, 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.
14.3 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. -
Limitation of liability
15.1 This clause 15 sets out our entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
(a) arising under or in connection with this Agreement;
(b) in respect of any use made by you of the Services and Documentation or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
15.2 Except as expressly and specifically provided in this Agreement:
(a) we shall have no liability for any disclaimed matters;
(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 you on an "as is" basis.
15.3 Nothing in this Agreement excludes our liability:
(a) for death or personal injury caused by our negligence; or
(b) for fraud or fraudulent misrepresentation.
15.4 Subject to clause 15.1 and clause 15.3:
(a) we 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 including in relation the supply and use of Third-Party Software; and
(b) our total aggregate liability in contract, 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 Licences during the 12 months immediately preceding the date on which the claim arose. -
Term and termination
16.1 This Agreement shall, unless otherwise terminated as provided in this clause 16, commence on the Service Start 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, prior to the commencement of any Renewal Period, in which case this Agreement shall terminate upon the expiry of that 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.
16.2 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 10 Business 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 10 Business Days 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; or
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
16.3 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and you 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) we may destroy or otherwise dispose of Your Data and Your Software in our possession unless we receive, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to you of the then most recent back-up of Your Data and Your Software. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of our receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Your Data and Your Software; 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. -
Force majeure
We shall have no liability to you under this Agreement if it is prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce 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 you are notified of such an event and its expected duration. -
Conflict
If there is an inconsistency between any of the provisions in the main body of this Agreement and the Order, the provisions in the Order shall prevail. -
Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (save for policies in relation to data protection, back-up, storage and support services which we may (acting reasonably) put in place and amend from time to time provided that such policies are notified to you and are in a form typically required by software service providers, in which case such policies shall take effect and be binding upon you from the time they are notified to you). -
Waiver
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. -
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. -
Severance
22.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
22.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. -
Entire agreement
23.1 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.
23.2 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. -
Assignment
24.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
24.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement. -
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). -
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. -
Notices
27.1 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 email to the other party's last known and previously used email address for receiving correspondence under this Agreement.
27.2 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 email shall be deemed to have been received one Business Day after transmission. -
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. -
Jurisdiction
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).