1. The definitions and rules of interpretation in this clause apply in these Conditions

2. Any definitions in the Contract Details shall, where the context so allows, have the same meaning in these Conditions.
3. Clause, schedule and paragraph headings shall not affect the interpretation of these Conditions.
4. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
9. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.
10. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
11. A reference to writing or written includes e-mail.
12. A reference to this Contract or to any other agreement or document referred to in this Contract is a reference to this Contract or such other agreement or document, in each case as varied from time to time.
13. References to clauses and schedules are to the clauses and schedules of this these Conditions and (where applicable) the Contract.
14. Reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. For the purposes of determining whether a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be construed so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights

1. The Customer must accept these Conditions and make its Initial Payment of the Subscription Fees to the Supplier before the Supplier will send the Acceptance Email. No Contract will exist between the Supplier and the Customer unless and until the Supplier has sent the Acceptance Email to the Customer.
2. Subject to the Customer paying the Subscription Fees in accordance with clause 8 and the Contract Details and to the restrictions set out in this clause 2 and otherwise in these Conditions, the Supplier hereby grants to the Customer from the Effective Date a non-exclusive, non-transferable right, without the right to grant sublicences to permit the Authorised Users to use the Services, and the Description during each Contract Period solely for the Customer's business operations.
3. The Customer will not permit any person other than an Authorised User to access or use the Services.
4. For the avoidance of doubt the Customer is not entitled to receive or use any copy of the Software or any source code relating to the Software.
5. In relation to the Authorised Users, the Customer acknowledges and undertakes that each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential. The Customer may also appoint a system administrator to set and amend passwords for Authorised Users.
6. Each User Subscription may not be used by more than one individual Authorised User.
7. The Customer shall not (and will procure that the Authorised Users shall not) access, store, use, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
   1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   2. infringes the rights of any third party;
   3. facilitates illegal activity;
   4. depicts sexually explicit images;
   5. could reasonably damage the business and/or reputation of the Supplier;
   6. promotes unlawful violence;
   7. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   8. 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.
8. The Customer shall not:
   1. 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 the Contract:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, Software and/or Description (as applicable) in any form or media or by any means; or
      2. attempt to analyse, de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
   2. attempt to replicate the underlying ideas, algorithms and source code of the Software; or
   3. reproduce or incorporate the functionality of any part of the Software into, or with, another piece of software, or create a derivative work from the Software; or
   4. access or use all or any part of the Software, Services and Description in order to design, create, modify or build any software, product or service (including without limitation any software which competes with the Software, the Services and/or the Description); or
   5. license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit, or attempt to commercially exploit or otherwise make the Software, Services and/or Description (or any part of them) available to any third party except the Authorised Users, or
   6. attempt to obtain, or assist third parties in obtaining, access to the Software, Services and/or Description (or any part of them) other than as provided under this clause 2; or
   7. introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.
9. The Customer shall not (and shall not allow any Authorised User to):-
   1. Use any other person’s (including another Authorised User’s) log in or password to the Services ;
   2. Share access details to the Services with any other person;
   3. Allow any device to remain logged in to the Services for the purpose of being used by a person who is not an Authorised User.
10. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software, Services and/or the Description and, in the event of any such unauthorised access or use, will promptly notify the Supplier.
11. The maximum number of Authorised Users may not at any time exceed the number of User Subscriptions purchased by the Customer from time to time and confirmed in writing by the Supplier.
12. The rights provided under this clause 2 are granted to the Customer only and (without limitation) shall not be considered granted to any subsidiary or holding company of the Customer.

1. The Supplier shall, during the Subscription Term, use its commercially reasonable endeavours to provide the Services in all material respects and to make available the Description to the Customer on and subject to the terms of the Contract.
2. The Supplier shall use commercially reasonable endeavours to make the Services available 99% of the time, 24 hours a day, seven days a week, except for:
   1. planned maintenance or development work carried out during the window of 6 am to 8.00 am UK time on Business Days; and
   2. unscheduled maintenance and provided that the Supplier will use reasonable endeavours (where it is reasonably possible to do so) to give the Customer advance notice of maintenance where it believes such maintenance may cause an outage of over 10 minutes.
3. Without limitation the Supplier may not be able to give advance notice of Services going offline or becoming unavailable.
4. The Supplier will use commercially reasonable endeavours to provide the Customer with the Support Services in all material respects 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.
5. Without limitation, the Supplier is not obliged to provide assistance in relation to, and the Support Services will not include or address:-
   1. any queries that do not relate directly to the Services and the Software;
   2. developing business processes and procedures; and/or
   3. training save where expressly agreed in writing.
6. To enable the Supplier to provide the Support Services the Customer shall:-
   1. notify the Supplier as soon as is reasonably practicable via the support portal on becoming aware of any event, issue, problem or circumstances which might affect the operation of the Services and/or the Software;/li>
   2. use the Services and the Software in accordance with the Description and the Supplier’s directions as to the operation and protection of the Services and the Software;
   3. permit the Supplier to use and access the Customer’s systems as may be required
7. When reporting an issue to the Supplier the Customer (and each Authorised User) will provide information setting out in sufficient detail the issue they are experiencing and all relevant matter which may include:-
   1. the function being sought to be performed at the time the issue arose;
   2. the form or manifestation of the issue (e.g. program or system “freezing”, program or system “crash”, error message, failure to execute function);
   3. the date and time the event/issue occurred; and
   4. any error codes or messages appearing.
8. The Customer will (and will procure that each Authorised User will) provide all reasonable assistance to the Supplier in relation to the resolution of reported issues including :-
   1. to replicate the function being sought to be performed at the time that the issue arose;
   2. in the identification and diagnosis of any error or defect; and
   3. by providing all necessary information relevant to the issue.
9. The Customer will provide the Supplier with all necessary information, access, facilities, support and services reasonably required by the Supplier for the performance of its obligations under the Contract including without limitation access to the applicable computers, software, hardware and systems of the Customer.
10. The Supplier may, at its discretion, from time to time without having to give notice to or consult with the Customer, amend or update the Services, the Description and/or the Software for the purposes of:
    1. improving compatibility with other computer software;
    2. improving compatibility with computer hardware;
    3. adding extra functionality and features;
    4. altering or amending existing functions and features;
    5. removing obsolete features; and/or
    6. fixing bugs or defects

1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
2. The Customer hereby grants to the Supplier a non-exclusive, royalty free right and license during the Subscription Term to use and process the Customer Data as may be required for the purpose of the provision the Services.
3. Without limitation the Supplier may collect and store anonymised search and results data in relation to searches made by the Customer. The Supplier may then use that data with tools such as AI to allow the Software to make predictions that will be useful to the Customer
4. 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. 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 which is personal data for which it shall remain liable under clause 4.9).
5. Both parties will comply with all applicable requirements of the Data Protection Legislation.
6. The parties acknowledge that:
   1. if the Supplier processes any personal data on the Customer's behalf when performing its obligations under the Contract, the Customer is the controller and the Supplier is the processor for the purposes of the Data Protection Legislation; and
   2. Appendix 1 sets out the further information required under Article 28 (3) GDPR.
7. Without prejudice to the generality of clause 4.5 , the Customer will ensure that all personal data it provides to the Supplier is accurate and that it has all necessary and appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract so that the Supplier may lawfully use, process and transfer the personal data in accordance with the Contract on the Customer's behalf.
8. Without prejudice to the generality of clause 4.5 , the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
   1. process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
   2. not transfer any personal data outside of the United Kingdom unless the following conditions are fulfilled:
      1. it is required to do so by any applicable Domestic UK Law; and/or
      2. the Supplier complies with its obligations under the Data Protection Legislation; and
      3. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
   3. reasonably assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   4. notify the Customer without undue delay on becoming aware of a personal data breach;
   5. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
   6. maintain records and information to demonstrate its compliance with this clause 4 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
9. Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
10. The Customer acknowledges and agrees that AWS and any agency appointed by the supplier have been appointed by the Supplier to (inter alia) process personal data on the Supplier’s behalf and the Supplier consents to them acting as sub-processor. In addition the Customer consents to the Supplier engaging further third party subcontractors to process the personal data provided that: (i) the Supplier provides at least 5 days' prior notice of the addition or removal of any subcontractor; (ii) the Supplier imposes data protection terms on any subcontractor it appoints that protect the personal data to the same standard provided for by this Clause 4; and (iii) the Supplier remains liable for any breach of this Clause 4 that is caused by an error or omission of its subcontractor. If the Customer refuses to consent to the Supplier’s appointment of a third party subcontractor on reasonable grounds relating to the protection of the personal data, then either the Supplier will not appoint the subcontractor or the Supplier may elect to suspend or terminate this Contract without penalty.
11. The Supplier shall permit the Customer (or its nominated auditor) to audit the Supplier’s compliance with this Clause 4. The Customer must give the Supplier not less than 45 days’ prior written notice of its intention to conduct such an audit, must conduct the audit during normal business hours, and must take all reasonable measures to prevent disruption or harm to the Supplier’s operations, business and systems. The Customer will not exercise its audit rights more than once in any twelve (12) calendar month period and will be responsible for all reasonable costs incurred by the Supplier in connection with the audit.

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, liaise with and provide products and services to, 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 terms and conditions and policies prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

1. The Customer will use its reasonable commercial endeavours to perform the Services substantially in accordance with the Description.
2. Without limitation, the Supplier does not warrant that:
   1. the Customer's use of the Services and Support Services will be uninterrupted or error-free;
   2. that the Services, Description, Software and/or the data and information obtained by the Customer through the Services and Support Services will meet the Customer's requirements;
   3. the Software, the Services and the Support Services are compatible with the Customer’s (or any third party’s) hardware, systems, network equipment, processes or business;
   4. the Software, the Services and the Support Services are fit for any specific purpose;
   5. the Software, the Services and the Support Services will be free from Vulnerabilities; or
   6. the Software, Description, the Services and the Support Services will comply with any Heightened Cybersecurity Requirements.
3. Without limitation, the Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer or receipt of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and the Support Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. Without limitation, the Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from:-
   1. the Customer’s (or any third party’s) hardware, systems, network, equipment, processes or business;
   2. the interruption or failure of any utility, telecoms or power supply;
   3. the use or misuse of the Services, the Software, the Description and the Support Services by the Customer’s or any third party’s employees or contractors;
   4. any inaccurate data or information provided by the Customer;
   5. any act or omission of the Customer or any Authorised User;
   6. any unlawful or negligent specification or instruction of the Customer; or
   7. the use of or performance of Customer Data.
5. Without limitation all undertakings and warranties given by the Supplier shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to this Contract, to the Supplier's instructions, or any modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents.
6. In the event of non-compliance with clauses 3.1, 3.2, 3.4 and 6.1 , the Supplier will, at its reasonable expense, use reasonable commercial endeavours to correct any such non-conformance. Such correction constitutes the Customer's sole and exclusive remedy for any breach of clauses 3.1, 3.2, 3.4 and 6.1.
7. This Contract shall not prevent the Supplier (or any member of its Group) from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are the same as or similar to those provided under this Contract.
8. Nothing in this clause 6 shall limit the Customer’s payment obligations under this Contracts.

1. The Customer shall:
   1. provide the Supplier with:
      1. all necessary co-operation in relation to this Contract; and
      2. all necessary access to such information and systems as are may be required by the Supplier;
      in order to provide the Services and the Support Services including but not limited to Customer Data, security access information and any configuration or consultancy services;
   2. without affecting its other obligations under this Contract, comply with all applicable laws and regulations with respect to its activities under this Contract and will not give any unlawful instruction to the Customer;
   3. carry out all other Customer responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
   4. ensure that the Authorised Users use the Services and the Description in a proper manner , in accordance with the law and with the terms and conditions of this Contract and shall be responsible for any Authorised User's breach of this Contract;
   5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Contract, including without limitation to receive the Services;
   6. ensure that its network and systems comply with any relevant specifications provided by the Supplier from time to time; and
   7. be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier 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. notify the Supplier as soon as reasonably practicable if the Customer becomes aware of any unauthorised access to, use or copying of any part of the Services or the Software by any person;
   9. ensure that all Authorised Users are advised that the Services, the Support Services the Description and the Software constitutes confidential and proprietary information of the Supplier (and/or the Supplier’s licensors) and that all Intellectual Property Rights therein are the property of the Supplier (and/or the Supplier’s licensors) and that they owe a duty of confidentiality to the Supplier (and/or the Supplier’s licensors);
   10. not request or permit or require anyone other than the Supplier to provide any support service in respect of the Software or the Services;
   11. provide or arrange at its expense for the Authorised Users to carry out/receive any training which is reasonably necessary for the proper use or operation of the Services or the Software or the performance of the Customer’s obligations under the Contract

1. The Customer shall pay the Subscription Fees, (together the “Fees”) to the Supplier in accordance with this clause 8 and the Contract Details.
2. The Customer must provide valid, up-to-date and complete credit or debit card details or bank account details or other relevant valid, up-to-date and complete contact and payment details through the Supplier’s nominated payment gateway and, if the Customer provides:
   1. its credit or debit card details to the Supplier the Customer hereby authorises the Supplier to bill such credit or debit card; or
   2. its bank account details to the Supplier the Customer hereby authorises the Supplier to bill such bank account details (whether through direct debit, standing order or otherwise) in the amount due in each case on the Payment Dates.
3. Without prejudice to 8.2 the Customer must pay:-
   1. the Subscription Fees to the Supplier on the Payment Dates;
   2. the Initial Payment to the Supplier before any Contract will take effect.
4. If the Supplier has not received payment within 5 days after the Payment Dates, and without prejudice to any other rights and remedies of the Supplier:
   1. the Supplier may, without liability to the Customer, disable the Customer's passwords, 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 sums concerned remain unpaid;
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3 % over the then current base lending rate of the Supplier's bankers in the UK from time to time (and at 3% for any time that such base lending rate is at or below 0%), commencing on the due date and continuing until fully paid, whether before or after judgment;
   3. the Supplier shall be entitled to recover all costs, losses, liabilities, fees and expenses (including legal and other professional costs and expenses) suffered, incurred or agreed to be paid by it in recovering the overdue amount from the Customer or otherwise as a result of the failure by the Customer to make payment in accordance with this Contract.
5. All amounts and fees payable by the Supplier pursuant to the Contract:
   1. shall be paid in full without any set off or withholding (other than as required by law)
   2. shall be payable in pounds sterling;
   3. are non-cancellable and non-refundable;
   4. are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
6. The Supplier shall be entitled to increase the Fees in relation to hosting costs attributable to the system operation exceeding what the Supplier considers to be normal levels. In addition the Supplier shall be entitled to increase the Fees by a percentage that equates to the higher of the Consumer Price Index and the Retail Price Index (at the time notice is given) at any time upon 60 days' prior notice to the Customer and the Contract Details shall be deemed to have been amended accordingly.

1. The Customer acknowledges and agrees that the Supplier (and/or its licensor(s)) own all intellectual property rights in the Software, the Services, the Support Services and the Description. Except as expressly stated herein, this Contract 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 Software, the Services, the Description, and the Support Services.
2. Title to and ownership of any modifications, amendments, upgrades, improvements, updates, developments or customizations of the Software, the Services, the Support Services, or the Description shall vest in and be held exclusively by the Supplier.
3. The Customer grants to the Supplier the irrevocable, worldwide, royalty free right and license to make, use, sell, reproduce, modify, sublicense, disclose, distribute and otherwise exploit error reports, corrections, and suggestions provided by Customer concerning the Software, the Services the Support Services and the Description.
4. The Customer agrees to perform such acts, and execute and deliver such instruments and documents, and do all other things as may be reasonably necessary to evidence or perfect the rights of the Supplier as set out in this clause 9.

1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Contract. A party's Confidential Information shall not be deemed to include information that:
   1. is or becomes publicly known other than through any act or omission of the receiving party;
   2. was in the other party's lawful possession before the disclosure;
   3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
   4. is independently developed by the receiving party, which independent development can be shown by written evidence.
2. Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.
3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.
4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
5. The Customer acknowledges that (without limitation) details of the Services and the Support Services and the results of any performance tests of the Services and/or the Software, constitute the Supplier's Confidential Information.
6. No party shall make, or permit any person to make, any public announcement concerning this Contract 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.
7. The above provisions of this clause 10 shall survive termination of this Contract, however arising.

1. The Customer shall defend, indemnify and hold harmless the Supplier against all 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, the Support Services, the Software and/or Description, provided that:
   1. the Customer is given prompt notice of any such claim;
   2. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
   3. the Customer is given sole authority to defend or settle the claim.
2. The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Description in accordance with this Contract infringes any United Kingdom patent, copyright or trade mark effective as of the Effective Date, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
   1. the Supplier is given prompt notice and details of any such claim;
   2. the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
   3. the Supplier is given sole authority to defend or settle the claim.
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 Contract on [10] Business Days' notice to the Customer without any additional liability or obligation to pay damages or other additional costs to the Customer.
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:
   1. a modification of the Software, the Services or the Description by anyone other than the Supplier; or
   2. the Customer's use of the Software, the Services, the Support Services or Description in a manner contrary to the instructions given to the Customer by the Supplier; or
   3. the Customer's use of the Services, the Support Services or Description after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
5. The foregoing state[s] 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 or trade mark.

1. Except as expressly and specifically provided in this Contract:
   1. the Customer assumes sole responsibility for results obtained from the use of the Services, the Support Services and the Description 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, data, 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;
   2. 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 Contract; and
   3. the Software, the Services, the Support Services and the Description are provided to the Customer on an "as is" basis.
2. Nothing in this Contract excludes the liability of the Supplier:
   1. for death or personal injury caused by the Supplier's negligence; or
   2. for fraud or fraudulent misrepresentation.
3. Subject to clause 12.2:
   1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:-
      1. loss of profits;
      2. loss of business;
      3. depletion of goodwill and/or similar losses;
      4. loss or corruption of data or information;
      5. act or omission by any provider of hosting services;
      6. inaccurate data or information provided by the Customer or its clients
      7. pure economic loss; or
      8. any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract; and
   2. the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.
4. Nothing in this clause 12 shall limit the Customer’s payment obligations under this Contract.
5. For the avoidance of doubt no licensor of the Supplier or other member of the Supplier’s Group contracts with the Customer pursuant to this Contract and no licensor of the Supplier or other member of the Supplier’s Group is intended to have any liability to the Customer pursuant to the Contract or otherwise in connection with the provision of the Services.

1. This Contract shall, unless otherwise terminated as provided in this clause 13, start on the Effective Date and, subject to this clause 13, will be automatically renewed on each Payment Date for successive periods of either 1 month or 12 months each (each monthly or 12 month period being a Contract Period), unless:
   1. either party notifies the other party of termination, in writing, at least 10 days before the end of a Contract Period, in which case this Contract shall terminate upon the expiry of the applicable Contract Period; or
   2. is otherwise terminated in accordance with the provisions of this Contract;
2. The Contract Period which applies to the Customer will be specified in the Acceptance Email.
3. Without affecting any other right or remedy available to it, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
   1. the Customer fails to pay any amount due under this Contract on the due date for payment (including Subscription Fees payable on a Payment Date);
   2. the Customer commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
   3. the Customer repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
   4. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
   5. the Customer 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 the Customer with one or more other companies or the solvent reconstruction of the Customer;
   6. 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 the Customer 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;
   7. 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 Customer;
   8. the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
   9. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
   10. a creditor or encumbrancer of the Customer 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 Customer’s assets and such attachment or process is not discharged within 14 days;
   11. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (d) to clause (j) (inclusive);
   12. the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
4. Without affecting any other right or remedy available to it, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if the Customer is subject to a change of control. The Customer will give the Supplier not less than 30 days’ advance notice of any change of control.
5. On termination of this Contract for any reason:
   1. all licences granted under this Contract shall immediately terminate and the Customer shall immediately cease all use of and access to the Software, the Services and/or the Description;
   2. each party shall return and make no further use of any equipment, property, Description and other items (and all copies of them) belonging to the other party;
   3. the Supplier may terminate all the Customer’s access to the Services, the Support Services, the Description and the Software;
   4. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession, unless the Supplier receives, no later than ten days after the effective date of the termination of this Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer (if in its control) within 30 days of its receipt of such a written request (in a format determined by the Supplier ad likely to be comma separated files which may be opened in Excel) provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data;
   5. 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 Contract which existed at or before the date of termination shall not be affected or prejudiced; and
   6. all sums due from the Customer to the Supplier under any account will become immediately due and payable in full.
6. Without limitation the Supplier will not be obliged to make any repayment or refund of Subscription Fees (or other amount) in the event that the Contract terminates or the Customer purports to terminate the Contract prior to the end of a Contract Period.
7. Without affecting any other right or remedy available to it, the Supplier may, without liability, suspend its obligations under this Contract with immediate effect by giving written notice to the Customer if the Customer commits or is subject to any of the acts, procedures or events set out in 13.2.

The Supplier shall have no liability to the Customer under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network or provider, 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, snow or any failure or default of suppliers or sub-contractors, provided that the Customer is notified reasonably promptly of such an event and its expected duration.

If there is an inconsistency between any of the provisions in the main body of this Contract and the Contract Details , the provisions in the Contract Details shall prevail.

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

No failure or delay by a party to exercise any right or remedy provided under this Contract 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.

Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

1. If any provision or part-provision of this Contract 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 Contract.
2. If any provision or part-provision of this Contract is deemed deleted under clause 19.1 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.

1. This Contract 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.
2. Each party acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
4. Nothing in this clause shall limit or exclude any liability for fraud.

1. The Customer may not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract, sub-licence or deal in any other manner with all or any of its rights or obligations under the Contract.
2. The Supplier may at any time assign, transfer, charge, sub-contract, licence or deal in any other manner with all or any of its rights or obligations under this Contract.

1. Nothing in this Contract 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).

This Contract does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

1. Any notice required to be given under this Contract shall be in writing and shall be sent by email to the other party's email address set out in the Contract Details
2. A notice sent by email to the correct address shall be deemed to have been received at 9 am on the first Business Day following transmission provided that no notice of non-receipt has been received.

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

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