Terms and Conditions
Terms of agreement with JEG's SaaS products
General Terms and Conditions
1. Interpretation and Definitions
1.1. The following definitions and rules of interpretation apply in this Agreement.
Acceptable Use Policy the Supplier’s policy on acceptable use of
the Services available at https://jigsaweducationgroup.com
and as updated by the Supplier from time to time.
Additional Product Charges the fees for the Additional Products
as detailed in an Order Form.
Additional Products the Supplier’s teaching and educational
materials and other products purchased separately to the
Subscribed Services, as set out in Order Form.
Agreement these General Terms and Conditions and the Order
Form.
Authorised User the Customer’s employees and independent
contractors, properly authorised by the Customer to access and
use the Services.
Charges the fees for the Services and Products as detailed in an
Order Form or a Renewal Charges Variation Notice, including the
Subscription Charges and the Additional Product Charges.
Commencement Date the date on which the Supplier receives full
payment for the Subscribed Services from the Customer, or the
date when the Platform is available for use by the Customer,
whichever is earlier.
Confidential Information all confidential information (however
recorded, preserved or disclosed) disclosed by a party or its
Representatives to the other party and that party's Representatives
in connection with this Agreement, including the terms of this
Agreement, any information that would be regarded as confidential
by a reasonable business person relating to: (i) the business,
affairs, customers, clients, suppliers, plans, intentions, or market
opportunities of the disclosing party; (ii) the operations, processes,
product information, know-how, designs, trade secrets or software
of the disclosing party and any information or analysis derived from
Confidential Information and (iii) in the case of the Supplier, the
Platform and Teaching Materials. Confidential Information shall
exclude information which is: (a) generally available to the public
(other than as a result of breach of confidentiality obligations); (b)
available or which comes available to the receiving party on a nonconfidential
basis before disclosure; or (c) independently
developed without access to such Confidential Information.
Data Protection Laws as applicable and binding on the parties or
Services: (a) in the United Kingdom: (i) the Data Protection Act
2018 or (ii) the UK General Data Protection Regulation (Retained
Regulation 2016/679)and the Privacy and Electronic
Communication Directive (Directive 2002/58/EC) and national
legislation replacing, implementing or supplementing such
legislation in the United Kingdom; (b) in member states of the
European Union: the General Data Protection Regulation
(Regulation 2016/679)and all relevant member state laws or
regulations giving effect to or corresponding with any of them.
Force Majeure Event any event outside the reasonable control of
either party affecting its performance of its obligations under this
Agreement arising from acts, events, omissions, happenings or
non-happenings beyond its reasonable control, including acts of
God, riots, war or armed conflict, acts of terrorism, acts of
government, local government or regulatory bodies, fire, flood,
storm or earthquake, disaster or any action taken by a third party
in relation to any third party software.
Included Products the Supplier’s teaching and educational
materials and other products included with the Subscribed
Services, as set out in Order Form.
Initial Term the initial subscription duration set out in the Order
Form, commencing on the Commencement Date, unless
terminated earlier in accordance with this Agreement.
Intellectual Property Rights patents, utility models, rights to
inventions, copyright (including source code) and neighbouring and
related rights, trademarks and service marks, business names and
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, 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 that
subsist or will subsist now or in the future.
Losses all losses, liabilities, costs, expenses and damages.
Personal Data as defined in Data Protection Laws.
Platform the Supplier’s proprietary cloud-hosted educational
platform at jigsawpshe.online and any associated webpage made
available to the Customer in accordance with the terms of this
Agreement.
Products the Included Products and Additional Products as
detailed in the Order Form.
Protected Data Personal Data received from or on behalf of the
Customer in relation to the Supplier’s performance of the Services
under this Agreement.
Renewal Term has the meaning set out in Clause 19.2.
Representatives employees, workers, agents, officers, advisers and
other representatives of that party including in the case of the
Customer, the Authorised Users.
Services the Subscribed Services and Support Services as detailed
in the Order Form.
Site the Supplier’s website available at https://jigsaweducationgroup.com
Subscribed Services the Customer’s subscription to use the
Platform and Teaching Materials during the Term, as described in the
Order Form.
Subscription Charges the fees for the Subscribed Services, Support
Services and Included Products as detailed in an Order Form or a
Renewal Charges Variation.
Supplier Material any Teaching Materials, materials, designs, logos
(or other brand identity), domain names, documentation, processes
and procedures, information, programs, software and codes supplied
by the Supplier to the Customer through the delivery of the Services
and Products or otherwise.
Support Services as set out in the Order Form.
Teaching Materials the teaching and educational materials (or,
where relevant, any part of them) provided by the Supplier to the
Customer as part of the Subscribed Services in accordance with the
terms of this Agreement.
Term the Initial Term together with any further Renewal Term.
Working Days a day other than a Saturday or Sunday or bank or
public holiday in England.
1.2. Unless the context otherwise expressly requires, references to:
"including" or "includes" shall be deemed to have the words "without
limitation" inserted after them;
“writing” or “written” includes e-mail;
references to any applicable laws and to terms defined in such
applicable laws shall be replaced with or incorporate (as the case may
be) references to any applicable laws replacing, amending,
extending, re-enacting or consolidating such applicable law and the
equivalent terms defined in such applicable laws, once in force and
applicable; and a reference to a law includes all subordinate
legislation made under that law; and
a time shall be GMT or BST (as applicable).
1.3. Clause headings do not affect the interpretation of this Agreement.
The Services
2. Rights of Use
2.1. Subject the terms of this Agreement, the Supplier hereby grants to
the Customer and its Authorised Users a non-exclusive, nontransferable
and revocable licence to use the Platform and the
Teaching Materials during the Term for the sole purpose of delivering
tuition to the Customer's pupils on personal, social, health and
economic education, provided that: (a) the Customer complies with
the terms of this Agreement and procures that Authorised Users shall
comply with the terms of this Agreement and the Acceptable Use
Policy; (b) the Customer shall be liable for all acts and omissions of
any Authorised Users and shall indemnify the Supplier against all
Losses incurred or suffered by the Supplier, or for which the Supplier
may become liable, arising out of any act or omission of any
Authorised User; (c) all Charges are paid on or before the due date
for such Charges; (d) access to the Services is only in accordance
with the agreed access detailed in an Order Form (for example the
Customer acknowledges that where the Services have been
purchased for a specific year group then the Customer shall only be
permitted access to Services for such specific year group); and (e)
the Customer shall use all reasonable endeavours to prevent any
unauthorised access to, or use of, the Platform (whether or not by an
Authorised User) and notify the Supplier promptly of any such
unauthorised access or use
3. Provisions of the Services
3.1. The Supplier shall provide the Services with reasonable care and
skill; and use its reasonable endeavours to make the Platform
available in accordance with the terms of this Agreement in all
material aspects.
3.2. If there is a breach of Clause 3.1, the Supplier shall use reasonable
endeavours to rectify the impacted Services within a reasonable time
period. To the maximum extent permitted by law, this Clause 3.2 sets
out the Customer’s sole and exclusive remedy (however arising,
whether in contract, negligence or otherwise) for any breach of
Clause 3.1.
3.3. The Customer acknowledges that the Platform may be unavailable
as a result of scheduled or emergency maintenance being
undertaken at any time to preserve the security and reliable operation
of the Platform. The Supplier shall not be liable for the Platform being
unavailable as a result of the circumstances under this Clause 3.3.
3.4. In addition to making any changes to the Platform which may be
necessary to provide the Platform to the full benefit of the Customer
(as the Supplier may deem necessary in its sole discretion), the
Supplier shall be entitled to make changes to the Platform from time
to time for the purpose of maintaining the security or performance or
availability of the Platform; or make changes to the Platform and the
Services in order to comply with all applicable laws, statute,
regulation, order, regulatory policy, guidance or industry code in any
jurisdiction.
3.5. Any changes to the Services requested by the Customer must be
agreed in writing between the parties and may be subject to additional
charges.
4. Customer Obligations
4.1. The Customer shall:
4.1.1. promptly provide the Supplier with all necessary co-operation and
access to such information, documentation and data as may
reasonably be required by the Supplier in order to provide the
Services;
4.1.2. be responsible for the necessary arrangements to enable its
Authorised Users to access the Platform and use the Services;
4.1.3. not allow anyone other than Authorised Users to access the Platform
of Services;
4.1.4. ensure that each Authorised User has read the Acceptable Use Policy
prior to accessing the Platform or Services;
4.1.5. ensure that its Authorised Users shall comply with (i) the terms of this
Agreement; (ii) the Acceptable Use Policy; and (iii) any other policies
that the Supplier may implement from time to time (as published on
the Platform or otherwise communicated to the Customer by the
Supplier) and (iv) only access the Platform and Services solely for the
purposes of their role or function at the Customer;
4.1.6. be responsible for complying with all applicable laws and regulations
(as updated and amended from time to time) and for obtaining and
maintaining any necessary licences (including import licences),
permits, notifications, authorisations, consents or certifications
required in connection with this Agreement during the course of its
use of the Services.
4.1.7. carry out all other Customer responsibilities and perform all its
obligations set out in this Agreement in a timely and efficient manner.
The Supplier shall not be liable for any delay in the delivery of the
Services which is caused by the Customer’s failure to comply with its
obligations under this Agreement;
4.1.8. make the headteacher of the Customer available to serve as primary
contact for the Supplier and inform the Supplier of a change to the
headteacher of the Customer; and
4.1.9. if the Customer becomes aware that an Authorised User's use of the
Platform, Supplier Materials or the Services breaches the terms of
this Agreement, the Acceptable Use Policy or the Supplier’s other
policies, the Customer shall: (i) notify Supplier in writing as soon as it
becomes aware of the Authorised User’s breach; and (ii) suspend the
relevant Authorised User’s access to the Platform and the Services
for so long as the relevant breach remains unremedied, without prior
notice to the relevant Authorised User.
4.2. The Customer warrants and undertakes that it shall, and procure that
each Authorised User shall:
4.2.1. keep the Customer’s log in details secure and confidential and only
use the log in details for the purpose of accessing the Platform and
using the Supplier Materials and Services in accordance with the
terms of this Agreement;
4.2.2. not share the Customer’s log in details with any third parties including
associated entities, schools or organisations or any other entities,
schools or organisations within the Customer’s group;
4.2.3. where the Supplier has created individual Authorised User logins for
the Customer for use by each Authorised User: (a) ensure that the
maximum number of Authorised Users that the Customer authorises
to access and use the Service, shall not exceed the number of
subscriptions the Customer has purchased from time to time; and (b)
will not allow or suffer any subscription to be used by more than one
individual Authorised User unless it has been reassigned in its
entirety to another individual Authorised User, in which case the prior
Authorised User shall no longer have any right to access or use the
Services.
4.2.4. not use the Platform, Supplier Materials or the Services: (a) for any
purpose that is unlawful under any applicable law or prohibited by this
Agreement; (b) to commit any act of fraud; (c) in any manner that
disrupts the operations, business, equipment, websites or systems of
the Supplier or any other person or entity (including any denial of
service and similar attacks); (d) to promote any unlawful activity;
and/or (e) to represent or suggest that the Supplier endorses any
other business, product or service unless the Supplier has separately
agreed to do so in writing.
4.3. The Supplier shall not be held liable for any breach of this Agreement
to the extent that such breach is caused by the Customer's breach of
this Clause 4.
The Products
5. The Products
5.1. The Products are described on the Site. Any matter, or advertising
produced by the Supplier and any descriptions or illustrations
contained on the Site are produced for the sole purpose of giving an
approximate idea of the Products described in them and are for
illustrative purposes only. They shall not form part of the Agreement.
Products supplied may vary from those advertising, descriptions
and/or illustrations.
5.2. The Supplier warrants that on delivery the Products shall: (a) conform
in all material respects to the Order Form; (b) be free from material
defects in design, material and workmanship; and (c) be of
satisfactory quality.
5.3. As the Customer’s sole and exclusive remedy, the Supplier shall, at
its option, repair or replace the Products, or in the case of the
Additional Products refund the Additional Product Charges paid for
the Additional Products, that do not comply with Clause 5.2.
5.4. Except as set out in this Clause 5, the Supplier: (a) gives no
warranties and makes no representations in relation to the Products;
and (b) shall have no liability for failure of the Products to comply with
the warranty in Clause 5.2, and all warranties and conditions
(including the conditions implied by ss 13–15 of the Sale of Goods
Act 1979), whether express or implied by statute, common law or
otherwise are excluded to the extent permitted by law.
6. Delivery
6.1. The Products shall be delivered to the Customer address on the
Order Form, during the Supplier's usual business hours. Delivery of
the Products shall be complete on its arrival at such address
(“Delivery”).
6.2. Any dates quoted by the Supplier for delivery are approximate only,
and the time of delivery is not of the essence.
6.3. If the Supplier fails to deliver the Products within a reasonable time,
to the fullest extent permitted by law, its liability shall be limited to
issuing a refund to the Customer in respect of the Products that were
not delivered within a reasonable time. The Supplier shall have no
liability for any non-delivery to the extent that such delay or failure is
caused by a Force Majeure Event or the Customer's failure to provide
the Supplier with adequate delivery instructions or any other
instructions that are relevant to the supply of the Products.
7. Title and risk
7.1. The risk in the Products shall pass to the Customer on Delivery.
7.2. Title to the Products shall pass to the Customer once the Supplier
has received payment in full and cleared funds for the Products.
7.3. The Supplier may at any time before title to the Products passes to
the Customer require the Customer to deliver up all Products in its
possession and if the Customer fails to do so promptly, enter any
premises (including locked premises) of the Customer or of any third
party where the Products are stored in order to recover them.
8. Return of Additional Products
If the Customer wishes to return any Additional Products, it must
inform the Supplier within fourteen (14) days of receiving the
Additional Products. The customer then has a further fourteen (14)
days to return the goods undamaged. The Supplier will then refund
the Additional Product Charges paid for the Additional Products within
fourteen (14) days.
General Provisions
9. Charging and invoicing
9.1. The Customer shall pay the Charges to the Supplier in accordance
with the Order Form and this Clause 9, without entitlement to set-off,
counterclaim, abatement or other similar deduction to withhold
payment of any amount due to the Supplier. The Customer agrees
that the payment for the Charges is non-refundable unless otherwise
stated in this Agreement.
9.2. Where purchasing Products or Services these shall be paid (as
applicable) either by:
9.2.1. a credit card or debit card in respect of the Charges; or
9.2.2. the Supplier submitting an invoice to the Customer: (a) at any time
following receipt of an order for Additional Products for the Additional
Product Charges; and (b) annually in advance for the Subscription
Charges.
9.3. The Customer shall make payment of each invoice within thirty (30)
days of the date of the invoice.
9.4. All fees, charges and other payments to be made by the Customer
are exclusive of VAT and all other relevant taxes including any
customs duties and clearance charges, for which the Customer shall
be responsible. Unless stated otherwise in an Order Form, all
Charges shall be paid in pound sterling (£/GBP).
9.5. The Supplier may vary the Subscription Charges from the start of
each Renewal Term by giving to the Customer not less than six (6)
weeks’ written notice of such variation (a Renewal Charges Variation
Notice) prior to the start of the relevant Renewal Term.
10. Intellectual property rights
10.1. Each party owns all Intellectual Property Rights owned or controlled
by it or licensed to it prior to or outside of this Agreement but required
for the purposes of this Agreement.
10.2. All Intellectual Property Rights in the Platform, the Services, the
Supplier Materials, the Products and all other Intellectual Property
Rights arising out of the performance of the Supplier's obligations
under this Agreement ("Supplier IPRs") (other than Intellectual
Property Rights in any materials provided by the Customer) are, and
shall remain, the property of the Supplier or its licensors. The
Customer acquires no rights in or to such Supplier IPRs other than
those rights expressly granted by this Agreement. The Supplier
grants to the Customer or shall procure the direct grant to the
Customer of, a worldwide, non-exclusive, non-sublicensable, royaltyfree
licence during the term of this Agreement to copy the Supplier
IPRs (excluding materials provided by the Customer) for the purpose
of receiving and using the Supplier IPRs. To the extent that the
Customer or any Authorised User generates any derivative works
from Supplier IPRs or otherwise acquires any Intellectual Property
Rights in the Supplier IPRs, the Customer shall assign, or procure the
assignment of, such Intellectual Property Rights with full title
guarantee (including by way of present assignment of future
Intellectual Property Rights) to the Supplier or such third party as the
Supplier may elect. The Customer shall execute all such documents
and do such things as the Supplier may consider necessary to give
effect to this Clause 10.2.
10.3. The Customer acknowledges and accepts that nothing in this
Agreement shall prevent or restrict the Supplier from exploiting or
licensing any of the Supplier IPRs to any third party.
10.4. The Supplier may use any feedback and suggestions provided by the
Customer or any Authorised User for improvement relating to its
services, including the Services, without charge or limitation
(“Feedback”). The Customer hereby assigns (or shall procure the
assignment) of all Intellectual Property Rights in the Feedback with
full title guarantee (including by way of present assignment or future
Intellectual Property Rights) to the Supplier at the time such
Feedback is first provided to the Supplier.
11. Licence to use the Customer Marks
The Customer hereby grants the Supplier a non-exclusive,
worldwide, royalty free, perpetual and sub-licensable licence to use
the Customer Marks and the Customer’s name and the details of the
Services and Products it provides to the Customer, in its marketing
and promotional material (whether digital or paper format). Any
additional information including case studies or press releases shall
be subject to the Customer's prior written consent, which shall not be
unreasonably withheld or delayed.
12. Data protection
12.1. The parties agree that in respect of the Protected Data, each party
shall be a Controller.
12.2. Each party shall at all times during the Term, comply with the
applicable Data Protection Laws; and
to the extent applicable under the Data Protection Laws, obtain and
maintain all appropriate registrations required in order to allow it to
perform its obligations under this Agreement.
12.3. Without prejudice to the generality of clause 12.2, the Customer
warrants, represents and undertakes, that all Protected Data shall
comply in all respects, including in terms of its collection, storage and
processing, with Data Protection Laws.
13. Confidentiality
13.1. Each party shall keep the other party's Confidential Information
confidential for the duration of this Agreement and, subject to Clause
13.3 below, for a period of twelve (12) months following its expiry or
termination, and shall not: (a) use such Confidential Information
except for the purpose of exercising or performing its rights and
obligations under this Agreement ("Permitted Purpose"); or (b)
disclose such Confidential Information (in whole or in part) to any third
party, except 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, along with details of the Confidential
Information which is the subject, of such disclosure as possible.
13.2. 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) procures such
Representatives' compliance with the confidentiality obligations set
out in this Clause.
13.3. On termination (or expiry) of this Agreement, each party shall be
entitled to retain documents and materials containing, reflecting,
incorporating or based on the other party's Confidential Information
to the extent required by applicable laws or applicable governmental
or regulatory authority.
13.4. Except as expressly stated in this Agreement, no party makes any
express or implied warranty or representation concerning its
Confidential Information.
14. Warranties
14.1. Subject to the remainder of this Clause 14, the Supplier warrants and
represents to the Customer that as far as it is aware: (a) it owns or
has obtained all necessary rights or licences (as applicable) in and to
the Platform and Supplier Materials as necessary to grant the
Customer access to the Platform to receive the Services as set out in
this Agreement; and (b) the Customer's use of the Platform in
accordance with this Agreement does not infringe the intellectual
property rights of any third party.
14.2. The warranties under Clause 14.1 shall not apply to the extent that
any error in the Services arises as a result of:
14.2.1. incorrect operation or use of the Platform or the Services by the
Customer or any Authorised User;
14.2.2. use of any of the Services other than for the purposes for which it is
intended;
14.2.3. use of the Platform with other software or services or on equipment
with which it is incompatible;
14.2.4. in respect of the Platform, any act by any third party (including
hacking or the introduction of any virus or malicious code);
14.2.5. any modification of the Platform or Services (other than that
undertaken by the Supplier or at its direction); or
14.2.6. any breach of this Agreement by the Customer (or by any of its
Representatives).
14.3. The Customer’s sole remedies for breach of the warranties in Clause
14.1 are set out in Clause 17.
14.4. Each party warrants that it has full capacity and authority to enter into
this Agreement and that those signing this Agreement are duly
authorised to bind the party for whom they sign.
15. Use of the Platform
15.1. The Platform may be subject to delays, interruptions, errors or other
problems resulting from use by the Customer. The Customer
acknowledges that such risks are inherent in cloud services and that
the Supplier shall have no liability for any such delays, interruptions,
errors or other problems.
15.2. Save for the express warranties set out in Clause 14.1 all other
conditions, warranties or other terms which might have effect
between the parties or be implied or incorporated into this Agreement
or any collateral contract, whether by statute, common law or
otherwise, are hereby excluded. Without limitation, the Supplier
specifically denies any implied or express representation that the
Services may be used or provided: (a) in conjunction with any
hardware items, software (including operating systems), any third
party services; or (b) uninterrupted or error-free.
16. Anti-Bribery
Both parties shall: (a) comply with all applicable laws, statutes relating
to anti-bribery and anti-corruption, including the Bribery Act 2010; and
(b) not engage in any activity, practice or conduct that would breach
applicable law or constitute an offence under sections 1, 2 or 6 of the
Bribery Act 2010 if such activity, practice or conduct had been carried
out in the UK.
17. Indemnities
17.1. The Customer shall indemnify and keep indemnified the Supplier
against all Losses suffered or incurred by the Supplier arising out of
or in connection with the Customer’s (or its Authorised Users’) use of
the Platform, the Services or the Products not in accordance with this
Agreement.
17.2. Subject to Clause 17.3, the Supplier agrees to indemnify the
Customer for any amounts awarded against the Customer in
judgment or settlement of any claim that Customer’s use of the
Services or Platform in accordance with this Agreement directly
infringes a third party's Intellectual Property Rights. In no event shall
the Supplier or its Representatives be liable to the Customer to the
extent that the alleged infringement is a result of (a) a modification of
the Services or the Platform by anyone other than the Supplier; and
(b) the Customer’s use of the Services or Platform not in accordance
with this Agreement.
17.3. If any third party makes a claim, or notifies an intention to make a
claim against the Customer, which may reasonably be considered
likely to give rise to a liability under Clause 17.2 ("Indemnity Claim"),
the Customer shall:
17.3.1. immediately give written notice of the Indemnity Claim to the Supplier,
specifying the nature of the Indemnity Claim in reasonable detail;
17.3.2. not make any admission of liability, agreement or compromise in
relation to the Indemnity Claim without the Supplier’s prior written
consent; and
17.3.3. allow the Supplier to conduct all negotiations and proceedings and
provide the Supplier with such reasonable assistance, documents,
records and information as required by the Supplier regarding the
Indemnity Claim.
17.4. If an Indemnity Claim is made (or the Supplier reasonably anticipates
an Indemnity Claim is reasonably likely to be made) the Supplier may,
if applicable, either: (a) procure for the Customer the right to continue
using the relevant item which is subject to the Indemnity Claim; or (b)
replace or modify the relevant item with non-infringing substitutes.
17.5. Nothing in this Clause shall restrict or limit either party's general
obligation at law to mitigate a loss it may suffer or incur as a result of
an event that may give rise to a claim under this Clause 17.
18. Limitation of liability
18.1. This Clause 18 sets out the entire liability of the parties in respect of
any breach of this Agreement.
18.2. Nothing in this Agreement limits or excludes the liability of either party
for: (a) death or personal injury resulting from negligence; (b) any
damage or liability incurred by a party as a result of fraud or fraudulent
misrepresentation by the other party; or (c) any other liability which is
incapable of being excluded or limited by law.
18.3. Subject to Clause 18.2 and 18.4, the Supplier's total aggregate
liability for all Losses whether arising from 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 (including all noncontractual
liability) shall in no event exceed the amount of 150% of
the Charges paid by the Customer to the Supplier in the twelve-month
period immediately preceding the first incident giving rise to any claim
under this Agreement.
18.4. Subject to Clause 18.2, the Supplier shall not be liable for any: (a)
loss of profits; (b) loss of revenue; (c) loss or damage to reputation or
goodwill, in each case whether direct, indirect, special or
consequential loss or damage; or (d) for any other indirect, special or
consequential loss or damage.
19. Commencement and duration
19.1. This Agreement shall commence on the Commencement Date and
continue for the Initial Term unless terminated in accordance with
Clauses 12.5 or 20.
19.2. On the expiry of the Initial Term, this Agreement shall automatically
continue for further consecutive periods of equal duration to the Initial
Term (each, a Renewal Term), unless either party has given the other
party notice in accordance with Clause 19.3, or unless the Agreement
is terminated sooner in accordance with Clauses 12.5 or 20.
19.3. This Agreement shall terminate at the end of the Initial Term or at the
end of the then Renewal Term if either party has given the other party
at least one (1) months’ written notice to terminate the Agreement,
such notice to expire either upon the end of the Initial Term or the end
of the then Renewal Term (as the case may be).
20. Termination and suspension
20.1. Without prejudice to any rights or remedies that have accrued under
this Agreement, either party may at any time terminate this
Agreement (or any part thereof) with immediate effect by giving
written notice to the other party if:
20.1.1. the other party commits a material breach of any term of this
Agreement and (if such breach is remediable) fails to remedy that
breach within a period of twenty (20) Working Days after being
notified in writing to do so;
20.1.2. the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or
arrangement with its creditors (other than in relation to a solvent
restructuring), being wound up (whether voluntarily or by order of the
court, unless for the purpose of a solvent restructuring), having a
receiver appointed to any of its assets or ceasing to carry on
business;
20.1.3. the other party suspends, or threatens to suspend, or ceases or
threatens to cease to carry on all or a substantial part of its business;
or
20.1.4. the other party’s financial position deteriorates to such an extent that
in the terminating party’s opinion the other party’s capability to
adequately fulfil its obligations under the Agreement has been placed
in jeopardy.
20.2. Without prejudice to any rights or remedies that have accrued under
this Agreement, the Supplier may at any time terminate this
Agreement or suspend the Customer’s access to the Services, in
whole or in part:
20.2.1. with immediate effect by giving written notice to the Customer if:
20.2.1.1. the Customer is in breach of any applicable law;
20.2.1.2. any undisputed amount due under this Agreement is outstanding
for thirty (30) days following the applicable due date to make such
payment;
20.2.1.3. in the Supplier's reasonable opinion, the security or integrity of the
Platform has been, or may be, compromised or is otherwise at risk;
or
20.2.1.4. in the Supplier’s reasonable opinion, there has been any misuse of
the Platform or the Services or there has been a breach of this
Agreement by the Customer or its Authorised Users, including
breaches of Clause 4.2.
20.3. Termination of this Agreement or suspension of the Customer’s
access to the Services, for any reason, shall not affect the accrued
rights, remedies, obligations or liabilities of the parties existing at
termination or suspension.
20.4. The Charges shall remain payable during any period of suspension
notwithstanding that the Customer or its Authorised Users may not
have access to the Services. In relation to suspension under Clause
20.2.1.3, access to the Services will be restored promptly after the
Supplier receives the relevant payment in full and cleared funds.
20.5. On termination of this Agreement for any reason, the Customer’s
access to the Platform and use of the Services shall be terminated
and the Customer shall immediately pay any outstanding unpaid
invoices and interest due to the Supplier. The Supplier shall submit
invoices for any Services or Products that it has supplied or work
completed, but for which no invoice has been submitted, and the
Customer shall pay these invoices in accordance with Clause 9.4.
20.6. Termination or expiry of this Agreement shall not affect any rights,
remedies, obligations or liabilities of the parties that have accrued up
to the date of termination or expiry, including the right to claim
damages in respect of any breach of the Contract which existed at or
before the date of termination or expiry.
20.7. Clauses 10 (Intellectual Property Rights), 11 (Licence to use
Customer Marks), 12 (Data protection), 13 (Confidentiality), 17
(Indemnities), 18 (Limitation of liability), 21.3 (Entire agreement), 21.5
(Severance), 21.6 (Third party rights), 21.8 (Notices) and 22
(Governing law and jurisdiction) shall survive expiry or termination of
this Agreement.
21. General
21.1. Assignment and novation. The Customer shall not assign, novate,
sub-contract or otherwise dispose of or create any trust in relation to
any or all of its rights and obligations under this Agreement without
the prior written consent of the Supplier. The Supplier may assign,
novate or otherwise dispose of or create any trust in relation to any or
all of its rights and obligations under this Agreement.
21.2. Waiver. No failure or delay by a party to exercise any right or remedy
provided under this Agreement shall constitute a waiver of that or any
other right or remedy, nor shall it preclude or restrict the further
exercise of that or any other right or remedy.
21.3. Entire agreement. This Agreement constitutes the entire agreement
between the parties and supersedes any previous arrangement,
understanding or agreement between them relating to the subject
matter of this Agreement. Each party acknowledges that, in entering
into this Agreement, it does not rely on any statement, representation,
assurance or warranty of any person (whether a party to this
Agreement or not) other than as expressly set out in this Agreement.
21.4. Variation. Subject to the Supplier’s right to vary this Agreement in
accordance with Clauses 3.4, no other variation of this Agreement
shall be effective unless it is in writing and signed by the parties (or
their authorised representatives).
21.5. Severance. If any court or competent authority finds that any
provision of this Agreement (or part of any provision) is invalid, illegal
or unenforceable, that provision or part-provision shall, to the extent
required, be deemed to be deleted, and the validity and enforceability
of the other provisions of this Agreement shall not be affected.
21.6. Third-party rights. No person other than a party to this Agreement
shall have any rights (including any rights under the Contracts (Rights
of Third Parties) Act 1999) to enforce any term of this Agreement.
21.7. Force majeure. To the maximum extent permitted by law, the
Supplier shall not 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 results from a Force Majeure
Event.
21.8. Notices. Any notice required to be given pursuant to this Agreement
shall be in writing and served on the other party using the details
provided in an Order Form, or any other address as either party
notifies to the other in writing from time to time.
22. Governing law and jurisdiction
22.1. This Agreement shall be governed by and construed in accordance
with English law and each party agrees to submit to the exclusive
jurisdiction of the courts of England and Wales.
