“The Supplier” when used in these terms and conditions refers to MEETOO LIMITED (company number 05885409) whose registered office is at Ashcombe Court, Woolsack Way, Godalming, England, GU7 1LQ and “the Client” refers to anyone placing an Order for User Subscriptions from the Supplier’s online store at https://www.meetoo.com/ (the “Site”) or entering into a written agreement with the Supplier for User Subscriptions.
Together with the Client’s Order, these terms and conditions form a contract with the Client for the supply of Services via User Subscriptions purchased by the Client.
These terms and conditions are changed and updated from time to time and the Client is advised to check them periodically. The version incorporated in the Client’s contract for User Subscriptions is the version applying at the time of placing the Order. The current version is August 2017.
It is agreed as follows:
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
“App terms and conditions”
the terms and conditions for the use by Participants of the Meetoo App, the latest version of which are available at [meetoo.com/term-conditions-apps]
a director, officer or other representative of the Client who
is authorised by the Client to use the Services and the Documentation on behalf of the Client;
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
"Change of Control"
the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly;
information that is proprietary or confidential and is either
clearly labelled as such or identified as Confidential Information in clause 12.6 or clause 12.7;
the data inputted by the Client, Authorised User, Participants or the Supplier on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services;
“Data Protection Law”
the Data Protection Act 1998 and legislation made under it, codes of practices relating to it and any legislation or regulation replacing or amending it at any time during the Subscription Term, including but not limited to the General
Data Protection Regulation;
the document made available to the Client by the Supplier online via [https://help.meetoo.com/] or such other web address notified by the Supplier to the Client from time to time which sets out a description of the Services and the user instructions for the Services;
the date of the Client’s Order (and corresponding acceptance of these terms and conditions);
the “Meetoo App” available for download on Android or Apple IOS or via https://web.meetoo.com which enables
Participants to participate in Sessions;
the dashboard application which is accessed via a URL link which the Company will provide to the Client and pursuant to which the Client can access and manage the
|"Normal Business Hours"
8.00 am to 6.00 pm local UK time, each Business Day;
any order placed by the Client via the Site or by written agreement with the Supplier for User Subscriptions;
those persons who have been invited by the Client to participate in a Session;
the period described in clause 15.1;
the Meetoo meeting subscription services intended to facilitate effective Sessions which can be accessed using apps and applicable software provided by the Supplier on a SaaS basis (including but not limited to the Meetoo App and the Meetoo Dashboard) as more particularly described in the Documentation; together with any other services from time to time offered by the Supplier and which the Supplier, by express written notice to the client includes within the scope of this agreement;
an interactive meeting or event set up by the Client using the Services;
the online software applications provided by the Supplier as part of the Services;
"Support Services Policy"
the Supplier's current customer support policy, as provided to the Client from time to time.
has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods);
the user subscriptions purchased by the Client pursuant to clause 10.1 which entitle Authorised Users to access and use the Software, the Services and the Documentation in accordance with this agreement;
any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2 Type of Account
2.1 Available types of account are as follows:
2.1.1 a free account;
2.1.2 a free education account
2.1.3 a full access account
2.1.4 a pay as you go account
2.1.5 An Enterprise account
2.1.6 An Institutional account
2.2 The functionality attributable to each type of account is as set out here, and at [https://meetoo.com/pricing
– to page describing account functionality.]
2.3 With the free account, the Client can manage Sessions for up to ten Participants at limited functionality. A Client may only operate one free account at any one time and may not operate a free account and a free educational account simultaneously. There are no charges for this type of account.
2.4 With the free education account, the Client can manage Sessions for up to one hundred Participants at limited functionality. This option is only available to Clients who are considered in the discretion of Meetoo to be educational institutions. There are no charges for this type of account.
2.5 With the full access account, the Client can manage up to 1500 Participants and an unlimited number of projects. The full access account will also enable the Client (and its Authorised User) to become members of, and be entitled to contribute to, the “Meetoo Success Community” at https://community.meetoo.io.
2.6 With the pay as you go account, the Client can manage up to 1500 Participants and an unlimited number of projects for a limited licence period typically seven days.
2.7 With an Enterprise account, the Client can manage and invite multiple users who in turn can manage up to 1500 Participants and an unlimited number of projects. The Enterprise account will also enable the Client (and its Authorised Users) to become members of, and be entitled to contribute to, the “Meetoo Success Community” at https://community.meetoo.io
2.8 With an Institutional account, the Client can manage and invite multiple users who in turn can manage up to 1500 Participants and an unlimited number of projects. The Institutional account will also enable the Client (and its Authorised Users) to become members of, and be entitled to contribute to, the “Meetoo Success Community” at https://community.meetoo.io
2.9 The Client will have the option to upgrade a free account or a free education account to a paid account at any time.
2.10 The Client will be asked to select the type of account they wish to use at the point of Order.
2.11 Creating multiple free accounts or misrepresenting oneself as an educational institution to obtain a free education account is a material breach of this Agreement and in addition to the Supplier’s right to terminate this Agreement the Supplier shall be entitled to charge the Client the equivalent paid account fees by way of a genuine pre-estimate of loss in respect of each additional free accounts above the initial free account obtained by it.
3 User subscriptions
3.1 Subject to the Client purchasing the User Subscriptions in accordance with clause 10.1, the restrictions set out in this clause 3 and the other terms and conditions of this agreement, the Supplier hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term.
3.2 the Client undertakes that
3.2.1 it will only authorise Authorised Users to have access to the Meetoo Dashboard who require such access for the purposes of the Client’s business, and will ensure that such Authorised Users are required to comply with Meetoo’s requirements with regard to security in exercising such access, including with respect to maintaining any password and logon information securely, not sharing password or logon information with any third party and changing passwords with the frequency recommended by Meetoo;
3.2.2 It will procure that Participants access the Services only via the Meetoo App and in accordance with the App Terms and Conditions
3.3 The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.3.2 facilitates illegal activity;
3.3.3 depicts sexually explicit images;
3.3.4 promotes unlawful violence;
3.3.5 is in breach of law including within limitation laws on harassment, stalking or protection of personal data;
3.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.3.7 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 Client, to disable the Client’s access to any material that breaches the provisions of this clause.
3.4 The Client shall not:
3.4.1 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 this agreement:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
3.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.4.3 resell the Services and/or Documentation otherwise than as part of value-added service provision by the Client to its end-user customers; or
3.4.4 subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
3.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
- The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use or if it becomes aware of any security breach involving the Meetoo Dashboard or Meetoo App , promptly notify the Supplier.
- The rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Client on and subject to the terms of this agreement.
4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for -scheduled maintenance performed outside
Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Client at least 6 Normal Business Hours’ notice in advance.
4.3 The Supplier will, as part of the Services provide the Client with the Supplier’s standard Client support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. Support is also available during Business Hours by emailing [support.meetoo.io]
5 Client data
5.1 The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
5.2 The Supplier shall follow its archiving procedures for Client Data where offered as part of the Services. In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier in accordance with the archiving procedure described in the relevant Services Documentation. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Client Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Client Data available at [www.meetoo.com/privacy-policy
] or such other website address as may be notified to the Client from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Client’s behalf when performing its obligations under this agreement, the parties record their intention that the Client shall be the data controller and the Supplier shall be a data processor and in any such case:
5.4.1 the Client acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Client and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
5.4.2 the Client shall ensure that the Client is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Client’s behalf;
5.4.3 the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.4.4 the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Client from time to time; and
5.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6 Third party providers
7 Supplier’s obligations
7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
Notwithstanding the foregoing, the Supplier:
7.2.1 does not warrant that the Client’s use of the Services will be uninterrupted or errorfree; or that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements; and
7.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
8 Client’s obligations
8.1 The Client shall:
8.1.1 provide the Supplier with:
- all necessary co-operation in relation to this agreement; and
- all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
8.1.2 comply with all applicable laws and regulations with respect to its activities under this agreement;
8.1.3 carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.4 ensure that the maximum number of Participants in relation to each Session shall not exceed the relevant maximum number as set out in clause 2.2 – 2.4 or as is otherwise notified by the Supplier to the Client via the Meetoo Dashboard;
8.1.5 ensure that the Authorised User uses the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for the Authorised User’s breach of this agreement;
8.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
8.1.7 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
8.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
9 Meetoo Account
9.1 Upon acceptance of an Order, the Client will be invited to register for a Meetoo user account which will enable the Client and its Authorised Users to access the Services through the Meetoo Dashboard and manage the Client’s account. The Client shall treat such information as confidential and shall not disclose it to any third party.
9.2 The Company has the right to disable any user identification code or password, whether chosen by the Client or allocated by the Company, at any time, if in the Company’s reasonable opinion the Client has failed to comply with any of the provisions of these Conditions or it the Company reasonably suspects that a fraud is being perpetrated against the Company or any third party.
10 Charges and payment
10.1 Charges for Services shall be levied in accordance with the service fee schedule notified by the Supplier to the Client at the time of placing any Order (the “Subscription Fees
”). There shall be no charges for the free account or the free education account.
10.2 The Client shall at the time of Order (in the case of a paid account) or at the time of upgrade to a paid account, provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides:
10.2.1 its credit card or debit card details to the Supplier, the Client hereby authorises the Supplier to bill such credit or debit card:
- on the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) for the Subscription Fees payable in respect of the Initial Term; and
- subject to clause 15.1, on each anniversary of the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) for the Subscription Fees payable in respect of the next Renewal Period;
10.2.2 its approved purchase order information to the Supplier, the Supplier shall invoice the Client:
- on the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) for the Subscription Fees payable in respect of the Initial Term; and
- subject to clause 15.1, at least 30 days prior to each anniversary of the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) for the Subscription Fees payable in respect of the next Renewal Period; and the Client shall pay each invoice within 30 days after the date of such invoice.
10.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
- the Supplier may, without liability to the Client, disable the Client’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- 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, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.4 All amounts and fees stated or referred to in this agreement:
- are, subject to clause 14.3.2, non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
10.5 The Supplier shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 30 days’ prior notice to the Client.
11 Proprietary rights
11.1 The Client acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
11.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
12.1.2 was in the other party’s lawful possession before the disclosure;
12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
12.2 Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
12.3 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 agreement.
12.4 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 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
12.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.6 The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
12.7 The Supplier acknowledges that the Client Data is the Confidential Information of the Client.
12.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
12.9 The above provisions of this clause 12 shall survive termination of this agreement, however arising.
13.1 The Client shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Services and/or Documentation, provided that:
13.1.1 the Client is given prompt notice of any such claim;
13.1.2 the Supplier provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and
13.1.3 the Client is given sole authority to defend or settle the claim.
13.2 The Supplier shall defend the Client, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:
13.2.1 the Supplier is given prompt notice of any such claim;
13.2.2 the Client provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
13.2.3 the Supplier is given sole authority to defend or settle the claim.
13.3 In the defence or settlement of any claim, the Supplier may procure the right for the Client to continue using the Services, replace or modify the Services so that they become noninfringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
13.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
13.4.1 a modification of the Services or Documentation by anyone other than the Supplier; or
13.4.2 the Client’s use of the Services or Documentation in a manner contrary to the instructions given to the Client by the Supplier; or
13.4.3 the Client’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
13.5 The foregoing and clause 14.3.2 state the Client’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
14 Limitation of liability
14.1 Except as expressly and specifically provided in this agreement:
14.1.1 the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Client in connection with the Services, or any actions taken by the Supplier at the Client’s direction;
14.1.2 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 agreement; and
14.1.3 the Services and the Documentation are provided to the Client on an “as is” basis.
14.2 Nothing in this agreement excludes the liability of the Supplier:
14.2.1 for death or personal injury caused by the Supplier’s negligence; or
14.2.2 for fraud or fraudulent misrepresentation.
14.3 Subject to clause 14.2.1 and 14.2.2
14.3.1 the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
14.3.2 the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the value of the contract.
15 Term and termination
15.1 This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for an initial period of 12 months (“Initial Term
”) and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a "Renewal Period
"), unless otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the "Subscription Term
15.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
15.2.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
15.2.2 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
15.2.3 the other party repeatedly breaches any of the terms of this agreement 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 agreement;
15.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
15.2.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
15.2.6 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 that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
15.2.7 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 other party;
15.2.8 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
15.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
15.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
15.2.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.4 to clause 15.2.10 (inclusive);
15.2.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
15.2.13 there is a change of control of the other party; or
15.2.14 any warranty given by the Supplier in clause 7.4 of this agreement is found to be untrue or misleading.
15.3 On termination of this agreement for any reason:
15.3.1 all licences granted under this agreement shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation;
15.3.2 each party shall return and make no further use of any equipment, property,
Documentation and other items (and all copies of them) belonging to the other party;
15.3.3 the Supplier may destroy or otherwise dispose of any of the Client Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client 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 Client shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Client Data; and
15.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
16 Force majeure
The Supplier shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, 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, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20 Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
21.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
21.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
22 Entire agreement
22.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
22.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
23.1 The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
23.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
24 No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
25 Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
26.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.
26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
27 Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).