Terms of Service

These terms govern the use of the Services and are an agreement between the Customer and Excession Technologies Limited with  registered company number 10098147  (the “Company”). 

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1. Definitions 

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, the subject entity, where “control” is the direct or indirect ownership or control of at least a majority of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. An entity is an Affiliate only so long as such control continues. 

“Agreement” means these terms and the Order(s) between Customer and the Company, and any attachments, exhibits and annexes hereto or to an Order . 

“API” means the application programming interface for the Services.. 

“Company” means Excession Technologies Limited also trading as General System. 

“Company Data” means the information on the Order, pricing, data about the configuration and use of the Services, Usage Data, the Documentation, and other information provided to the Customer via login in the Services or otherwise by the Company in the course of performance under this Agreement, other than Customer Data. 

“Customer” means the entity entering an Order to purchase services from the Company.

“Customer Data” means the data submitted by Customer into the Services. 

"Data Processing Agreement” means the agreement which can be found here: www.generalsystem.com/data-processing-agreement

“Data Protection Laws” has the meaning set forth in the Data Processing Agreement.

“Developer Tools” means the development components, developer tools, deployment tools and other documents and materials that we make available from time to time for the development, testing, operating or maintaining of applications that interoperate with the Services. 

“Documentation” means the online or written user guides, specifications, and manuals regarding the Services made available by the Company , and any updates thereto. 

“Effective Date” (i) of the Agreement means the date when the first Order is signed by Customer and Company, and (ii) of an Order means when the Order is signed by Customer and Company. 

“Force Majeure” means an act of God (e.g., a natural disaster or pandemic) or another event beyond the reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party beyond the party’s control). 

 “FOSS” (Free and Open Source Software) means any software that is subject to terms that, as a condition of use, copying modification or redistribution, require such software or derivative works thereof to be disclosed and/or distributed in source code form, to be licenced for purposes of making derivative works, or to be redistributed free of charge. 

“Intellectual Property Rights” means rights recognised by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), mask work rights, trade secret rights, trademarks, service marks, know-how and domain name rights. 

“Order” means an ordering document (such as an Order Schedule) executed by Company and Customer for subscription to Services and/or, if applicable, for the provision of professional services by the Company. 

“Services” means the Documentation, API, Developer Tools, software, products and services ordered by Customer under an Order and made available online by the Company, including any associated offline or mobile components, but excluding Third-Party Services. The Services include any modifications, enhancements, updates, revisions and derivative works thereof. 

“Third-Party Service(s)” means any product (e.g. software, cloud services, or forms), tool (e.g., integration or development tools) or service (e.g. implementation, configuration, development or accounting) provided by a party other than the Company (a “Third-Party Provider”). 

"Trial Period” means any trial period specified in an Order. 

“User(s)” means individual(s) authorised by Customer to use the Services, for whom Customer has purchased a licence or subscription, and who has been supplied with user credentials for the Services by Customer or by Company at Customer’s request. 

Headings are for convenience only and may not be used in interpretation. The words “such as” and “including” do not signify limitation. 

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2. Usage Rights 

2.1 Access to the Services. Subject to the terms and conditions of this Agreement and Customer’s payment of all applicable fees, Company grants Customer a limited-term, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted herein) right to access and use the Services specified in the Order(s) solely for Customer’s internal business purposes.  

2.2 Users.  Unless otherwise noted on an Order, Services are purchased as a term-limited subscription. Usernames cannot be shared with other person(s) but users who cease usage can be replaced. Company reserves the right to monitor Customer’s use of the Services to effect this Agreement and/or verify compliance with any subscription limits and this Agreement. 

2.3 Customer Responsibilities. Customer is responsible for: (i) the confidentiality of User access credentials that are in Customer’s possession or control; (ii) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of the Services, (iii) the activity of  Users in the Services; and (iv) Users’ compliance with this Agreement and the Documentation. Customer must notify Company promptly if Customer becomes aware, or reasonably suspect, that the Company’s security has been compromised. 

2.4 Restrictions. Except as expressly authorised by Company prior to each instance, Customer shall not: (i) provide the Services to any third party, use the Services as a service bureau or otherwise violate or circumvent any use limitations or restrictions set forth in an Order, the Service or the Documentation; (ii) derive the source code or use tools to observe the internal operation of, or scan, probe or penetrate, the Services; (iii) copy, modify or make derivative works of the Services; (iv) remove any proprietary markings or notices from any materials provided to Customer by Company; (v) frame or mirror the Services or any part thereof; (vi) use the Services or any materials provided by us to build a competitive product or service or to benchmark with a non-Company product or service; (viii) use any FOSS in a way that would cause the non-FOSS portions of the Services to be subject to any FOSS licensing terms or obligations, or (vii) use the Services: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to store sensitive data such as bank account data, social security (or equivalent) numbers and credit card data outside of the designated fields therefore; (c) to send or store material that violates the rights of a third party; (d) to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (e) for any other illegal or unlawful purpose. Customer may not knowingly facilitate or aid a third party in any of the foregoing activities.  

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3. Availability and Support 

3.1 Availability. Company will use reasonable commercial endeavours to maintain availability of the Services 24 hours a day, 7 days per week, subject to planned maintenance, Force Majeure events, and the terms of this Agreement. Company will use reasonable commercial endeavours to notify Customer as soon as reasonably practical of any unplanned downtime of the Services and resolve the issue as soon as practical. 

3.2 Changes. In the event that Customer’s use of the Services interferes with or disrupts the integrity, security, availability or performance of the Services, we may modify or temporarily restrict or suspend Customer’s use of the Services. The parties will cooperate in good faith to resolve the issue as soon as reasonably possible. 

3.3 Technical Support. Technical support shall be available as stated in the Order form. 

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4. Fees and Payment 

4.1 Fees. Fees are in the currency specified on the Order. From time to time, Company may change its fees. Customer will be notified at least 60 days in advance before Company applies any fee changes to any existing Services subscriptions. If fees are raised during a then current subscription term, Customer shall have the right to terminate the Services. Company reserves the right to charge additional fees for any usage by the Customer that exceeds the limits or allowances set forth in an Order.  

4.2 Add-Ons. During a then-current subscription term, Customer may purchase additional volume or licences to items that Customer is already subscribed to,  subject to placing an additional Order. 

4.3 Taxes. All fees and other charges are exclusive of taxes, levies, and duties. Where applicable and unless Customer promptly provides Company with a valid tax exemption certificate, any taxes, with the exclusion of taxes on Company’s net income, will either be added to the value of Company’s fees or will be included in the value of Company’s fees on Company’s invoice to Customer, and Customer shall be responsible for their payment to Company. Each party will promptly provide the other with any documents and information as may be required under, or to comply with, applicable tax laws and regulations and within any such timing deadlines as may be required by the same. 

4.4 Late Payment; Non-Payment. If Company  does not receive any fees Customer owes by the due date specified on the Order, those fees shall accrue interest at the lower of the annual rate of  4% above the Bank of England rate  or the maximum rate permitted by law. Non-payment of any fees for the Services or of any other amounts due by Customer to Company is a material breach of this Agreement. 

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5. Proprietary Rights 

5.1 Services. Subject to the limited rights expressly granted hereunder, as between the parties Company shall own all rights, title and interest, including all Intellectual Property Rights, in and to the Services (including any configurations and customisations thereof), Company Data and the results of consulting and other professional services performed by Company or on its behalf. All rights not expressly granted in this Agreement are reserved by the Company.  

5.2 Customer Data. Subject to the limited rights expressly granted hereunder, as between the parties Customer shall own all rights, title and interest, including all Intellectual Property Rights, in and to Customer Data. 

5.3 Feedback. Customer may, but is not required to, provide the Company or subcontractors with ideas, suggestions, requests, recommendations or feedback about the Services (“Feedback”). If Customer does so, it grants the Company a non-exclusive, worldwide, perpetual, irrevocable licence to use, reproduce, incorporate, disclose, and sub-licence the Feedback for any purpose. 

5.4 Data Analytics; Product Development. Subject always to the other provisions of these terms, the Company shall have the right to collect and analyse the data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Company will be free (during and after the Term), to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, and (ii) use Customer Data solely in aggregate or other de-identified form (not capable of identifying any individual) for other internal business and product development purposes.

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6. Confidentiality and Data Security 

6.1 Confidential Information. "Confidential Information" means all information of a party or its Affiliates ("Discloser") disclosed to the other party or its Affiliates ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Services and Company Data are Company’s Confidential Information. Customer Data is Customer’s Confidential Information. 

6.2 Exceptions. Confidential Information excludes: (i) information that was known to the Recipient without a confidentiality restriction prior to its disclosure by the Discloser; (ii) information that was or becomes publicly known through no wrongful act of the Recipient; (iii) information that the Recipient rightfully received from a third party authorised to make such disclosure without restriction; (iv) information that has been independently developed by the Recipient without use of the Discloser’s Confidential Information; and (v) information that was authorised for release in writing by the Discloser. 

6.3 Confidentiality Obligations. The Recipient will use the same degree of care and resources as it uses for its own confidential information of like nature (but no less than reasonable care and skill) to protect the Discloser’s Confidential Information from any use or disclosure not permitted by this Agreement or authorised by the Discloser. The Recipient may disclose the Discloser’s Confidential Information to its employees, Affiliates and service providers who need access to such Confidential Information to effect the intent of this Agreement, provided that they are bound by confidentiality obligations no less restrictive than those herein. Recipient shall be responsible for any breach of this section by its employees, Affiliates and service providers. 

6.4 Disclosure Required by Law. The Recipient may disclose Confidential Information to the extent required by court or administrative order or law, provided that the Recipient provides advance notice thereof (unless requested or ordered not to do so by law or a court or administrative order) and reasonable assistance, at the Discloser’s cost, to enable the Discloser to seek a protective order or otherwise prevent or limit such disclosure. 

6.5 Injunctive Relief. Each party acknowledges that damages may not be an adequate remedy for a breach of confidentiality obligations and that the other party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement. 

6.6 Data Security. Company will maintain and enforce an information security program for the protection of Customer Data, including commercially reasonable administrative, physical, and technical measures designed to (i) protect the confidentiality, availability and integrity of Customer Data, (ii) restore the availability of Customer Data in a timely manner in the event of a physical or technical incident, and (iii) ensure the proper disposal and destruction of Customer Data. Company will notify Customer, as required by any applicable law, of any actual or reasonably suspected breach of security known to Company that has resulted in, or creates a reasonable risk of, unauthorised access to Customer Data without undue delay, consistent with the legitimate needs of law enforcement and with any measures necessary to determine the scope of the breach and to restore the integrity of the Services. The Services are provided over the internet via networks only part of which are within Company’s control. Company’s obligations in this section 6.6 apply only to networks and equipment within Company’s control, and we are also not responsible for any delay, loss, interception, or alteration of Customer Data on a network or infrastructure outside of Company’s control. 

6.7 Data Privacy. In the event Company processes any personal data on Customer’s behalf when making the Services  available to Customer or when otherwise performing its obligations under this Agreement, each party will comply with its obligations as set out in the Company’s Data Processing Agreement which can be found here www.generalsystem.com/data-processing-agreement.  In the case of any inconsistency, conflict or ambiguity between any of the provisions of this Agreement and the Data Processing Agreement, the provisions of the Data Processing Agreement shall prevail.

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7. Third-Party Services 

7.1 No Endorsement or Warranty. Company may present to Customer, including on Company’s websites, Third-Party Services. Company does not endorse or make any representation, warranty or promise regarding, and does not assume any responsibility for, any such Third-Party Services or a Third-Party Provider, regardless of whether it is described as “authorised,” “certified”, “recommended” or the like and regardless of whether the Third-Party Service is included in Customer’s Order. Customer should review applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation Customer feels necessary or appropriate before proceeding with any transaction with a Third-Party Provider or obtaining any Third-Party Service. Company has no obligation to provide support for Third-Party Services and does not guarantee the initial or continuing interoperability of the Services with any Third-Party Services. If a Third-Party Provider ceases to make the Third-Party Services available for interoperation with any feature of the Services on reasonable terms, Company may cease providing such feature without liability. 

7.2 Data Sharing. If Customer obtains a Third-Party Service that requires access to or transfer of Customer Data, Customer acknowledges that any such access or transfer is between Company and the Third-Party Provider pursuant to the Third-Party Provider’s own privacy notices and policies, and that Company is authorised to provide the Customer Data as requested by the Third-Party Service. Company is not responsible for any modification, loss, damage or deletion of Customer Data by any Third-Party Service obtained by Customer. 

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8. Term and Termination 

8.1 Term. All Services subscriptions specified in the initial Order will run for the subscription period set forth therein. If a Trial Period is applicable and agreed upon between the parties, this Agreement shall initiate as a trial for the duration of the Trial Period. Renewal of any Order is subject to the mutual agreement by both parties and must be documented in a new Order specifying the terms of the renewal including, but not limited to, the services being renewed, the subscription period for such renewal, and any changes to the fees or terms of service. .This Agreement will remain in effect until all Orders have expired or the Agreement has been terminated, as provided below. 

8.2 Termination. Either party may terminate the Agreement (i) by sending a notice of non-renewal as provided above, (ii) if the other party has materially breached this Agreement, upon written notice to the breaching party of the breach and, if such breach is capable of remedy, an opportunity of at least 30 days to remedy the breach, or (iii) upon written notice to the other party if the other party becomes the subject of a winding up petition in bankruptcy or another proceeding relating to insolvency (within the meaning of Section 123 Insolvency Act 1986 (UK)), receivership, liquidation or assignment for the benefit of creditors. If Customer materially breaches this agreement, Company may, without limitation of other rights and remedies, temporarily suspend or terminate Customer’s access to the Services or withhold further performance of Company’s obligations under this Agreement. 

8.3 Effect of Termination. On expiration or termination of this Agreement: (i) all applicable User licences and other rights granted to Customer will immediately terminate; (ii) a party’s rights, remedies, obligations (including payment obligations) and liabilities that have accrued up to the date of termination shall not be affected; (iii) unless Customer has terminated the Agreement for Company’s material breach as provided above, Company will not be obligated to refund any prepaid and unused fees; (iv) Customer must promptly delete all copies, full or partial, of any software, Documentation or other Services still in Customer’s control and (v) subject to section 8.5, Recipient shall, at the request of Discloser, delete or destroy Discloser’s Confidential Information in its possession or control. Notwithstanding the foregoing, Recipient may retain Discloser’s Confidential Information (a) to the extent required by law or governmental authority, or (b) that is automatically stored in accordance with Recipient’s generally applicable backup policies (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted. 

8.4 Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

8.5 Access to Customer Data. Company will delete Customer Data from Company’s production environment within 30 days of the termination or expiration of the Agreement. Company may assist Customer with exporting Customer Data during such period or at any time during the term of the agreement subject to Customer’s payment of any applicable fees. 

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9. Warranties 

9.1 Authority. Each party represents to the other that it has the authority to enter into this Agreement, to carry out its obligations under it, and to give the rights and licences granted herein. 

9.2 Company’s Warranties. Company warrants that: (i) the Services will perform materially in accordance with the Documentation; (ii) Company will not decrease the material functionality of the Services during a current subscription term, and (iii) Company will perform any professional services with reasonable care and skill and in accordance with industry standards. 

9.3 Remedies. If Customer notifies Company in writing that the Services do not conform with any of the warranties in section 9.2, Company will use reasonable commercial endeavours to investigate and correct any such non-conformance promptly. Customer  will use commercially reasonable endeavours to mitigate any damage as a result of such non-conformance. Subject to Company’s right to terminate this Agreement for cause, this section 9.3 constitutes Customer’s sole and exclusive remedy for breach of the warranties in section 9.2. 

9.4 DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS ONLY FOR COMMERCIAL USE, SUBJECT TO ANY RESTRICTIONS IN THIS AGREEMENT OR THE DOCUMENTATION. COMPANY, ON BEHALF OF OURSELVES, COMPANY’S AFFILIATES AND LICENSORS, DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT AND (IV) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY, COMPANY’S AFFILIATES AND COMPANY’S LICENSORS DO NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY CUSTOMER THROUGH THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS, OR THAT THE SERVICES WILL PRODUCE ERROR-FREE MACHINE-GENERATED ANALYSIS, BENCHMARKS OR INSIGHTS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES WITH THE SERVICES THAT ARISE FROM CUSTOMER DATA, THIRD-PARTY SERVICES OR THIRD-PARTY PROVIDERS. CUSTOMER ACKNOWLEDGES THAT COMPANY DO NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL OR OTHER ADVICE TO CUSTOMER, USERS, OR ANY THIRD PARTY. 

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10.Indemnification 

10.1 Company’s Indemnification. Subject to section 10.3, Company will indemnify and hold Customer and Customer’s Affiliates, officers, directors, employees, and agents harmless from and against any and all costs, damages, losses, liabilities and expenses, including reasonable attorneys’ fees and costs (collectively, “Damages”) to the extent arising out of a third-party claim alleging that the Services infringe or misappropriate the Intellectual Property Rights of a third party, except to the extent that the alleged infringement is based on: (a) a customisation or modification of the Services at Customer’s direction or by anyone other than Customer; (b) use of the Services in combination with any service, software, hardware, network or system not supplied by Company, if the alleged infringement relates to such combination; or (c) use of the Services in a manner contrary to Company’s written instructions or the Documentation. If the Services infringe, or we reasonably believe they may infringe, Intellectual Property Rights, Company may, at its own expense and option: (i) procure the right for Customer to continue use of such Services; (ii) modify such Services so that they become non-infringing without material loss of functionality; or (iii) if (i) and (ii) are not feasible, terminate the Agreement and refund Customer a pro-rata portion of any prepaid and unused fees for the Services. 

10.2 Indemnification by Customer. Subject to section 10.3, Customer will indemnify and hold Company and Company’s Affiliates, officers, directors, employees, and agents harmless from and against any and all Damages to the extent arising out of a third-party claim alleging that Customer’s collection or use of Customer Data or Customer’s use of the Services in breach of this Agreement infringes the rights of, or has caused harm to, a third party, or violates applicable law. 

10.3 Indemnification Procedure. In the event of a potential indemnity obligation under this section 10, the indemnified party shall provide to the indemnifying party: (i) prompt written notice of the claim or a known threatened claim, such that the indemnifying party’s ability to defend the claim is not prejudiced; and (ii) control of, and reasonable assistance in, the defence and settlement of the claim, at the indemnifying party’s expense. Without the prior written consent of the indemnified party, the indemnifying party shall not settle or consent to an adverse judgement in any such claim that adversely affects the rights or interests of, or imposes additional obligations on, the indemnified party. 

10.4 Exclusive Remedy. The indemnification obligations set forth above represent the sole and exclusive liability of the indemnifying party and the exclusive remedy of the indemnified party for any third-party claim described in this section. 

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11. Limitation of Liability 

11.1 General Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 AND CUSTOMER’S OBLIGATIONS TO PAY SUBSCRIPTION FEES UNDER THIS AGREEMENT, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE VALUE OF THE SUBSCRIPTION FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE 12-MONTH SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

11.2 Unlimited Liability. Nothing in this Agreement shall be construed so as to limit or exclude any liability which cannot be legally limited, including but not limited to liability for: (i) death or personal injury caused by a party’s negligence; or (ii) fraud or fraudulent misrepresentation by a party. 

11.3 Scope. The exclusions and limitations above apply to all causes of action, whether arising from breach of contract, tort, breach of statutory duty or otherwise, even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss, provided that nothing in this Agreement shall limit or exclude any liability which cannot be excluded or limited as a matter of law. The allocation of risk in this Agreement is reflected in the level of fees payable hereunder. A party may not circumvent the limitations of liability herein or receive multiple recovery under this Agreement by bringing separate claims or claims on behalf of its Affiliates. 

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12.General Provisions 

12.1 Compliance with Laws. Each party shall comply with all applicable laws and regulations in relation to the Services, including applicable sanctions  laws and regulations of the United Nations, the European Union, the United Kingdom, the United States of America (including but not limited to the Office of Foreign Assets Control (OFAC) regulations) and any other relevant national or international sanctions regimes, , anti-bribery and anti-corruption laws, Data Protection Laws and tax evasion laws. Each party shall maintain appropriate controls and procedures to be able to demonstrate compliance with such laws and regulations. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Customer shall not export, directly or indirectly, any technical data acquired from the Company in connection with the Services (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations, including UK, US or European Union export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval, without first obtaining such licence or approval. Any breach of this section is a material breach of the Agreement. 

12.2 Assignment. Neither party may assign any rights or obligations under this Agreement without the other party’s prior written consent, except that a party may assign the Agreement in its entirety in connection with a merger, acquisition, spin-off, corporate reorganisation or restructuring, or sale of substantially all of its assets. Any attempted assignment in breach of this Agreement shall be void. 

12.3 Remedies Not Exclusive. Except as expressly set forth herein, any remedy in this Agreement is not exclusive of any other available remedy. 

12.4 Third-Party Beneficiaries. Certain of the Services may be provided by Company’s Affiliates. In such case, each such Affiliate shall be a third-party beneficiary of this Agreement to the extent of such Services. 

12.5 Third Party Rights. Except as set forth herein, this Agreement does not confer any rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 (UK), or otherwise. 

12.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous written and oral agreements, negotiations and discussions between the parties regarding the subject matter herein. The parties acknowledge that in entering into this Agreement they have not relied on and will have no rights or remedies in respect of any statement, representation, assurance or warranty other than as expressly set out into this Agreement 

12.7 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, then to the extent possible such provision shall be construed to reflect the intent of the original provision, with all other provisions in this Agreement remaining in full force and effect. 

12.8 No Partnership or Agency. Each party is an independent contractor, and neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venture or legal partner of the other. We are entering into this Agreement as principal and not as agent for any other Company, and claims under this Agreement may be brought only against us and not against any of Company’s Affiliates. 

12.9 Waiver. A party’s failure or delay to exercise any right under this Agreement will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party. 

12.10 Force Majeure. Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent performance of any obligations under the Agreement is delayed or prevented by a Force Majeure event. 

12.11 Order of Precedence. In the event of any express conflict or inconsistency, the order of precedence shall be: (i) the Order; (ii) these terms (including any annexes or exhibits hereto); and (iii) the Documentation. 

12.12 Updates. From time to time, Company may amend these terms. Company will notify Customer of any material changes by promptly sending an email or posting a notice in the Services. By continuing to access or use the Services after such notice, Customer is  indicating that Customer agrees to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a material adverse impact on and are not acceptable to Customer, then Customer must notify Company within 30 days after receiving notice of the change. If Company cannot accommodate Customer’s objection, then the prior terms shall remain in force until the expiration of Customer’s then-current subscription period. Any renewed subscription will be governed by the Company’s then-current terms. 

12.13 No Publicity. Neither party shall make any public statement about this Agreement or the relationship of the parties governed by this Agreement that identifies the other party without the other party’s prior written consent, except that, Company may use Customer’s name and logo in its customer list in a manner that does not suggest endorsement. 

12.14 Governing Law and Jurisdiction. 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim. 

12.15 Notices. Except as otherwise specified in this Agreement, any notice required under this Agreement will be in writing and sent by pre-paid mail, courier service or email to the contact address or email last provided in writing to the notifying party by the notified party. Any notice will be deemed received: (i) if sent by pre-paid mail, two business days after posting; (ii) if sent by courier, on the next business day; or (iii) if sent by email, at 9 a.m. recipient’s local time on the next business day after the email is sent, or earlier if the intended recipient has confirmed receipt either expressly or by conduct.

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