- THESE TERMS
THESE TERMS AND CONDITIONS ARE TO BE READ IN CONJUNCTION WITH YOUR PURCHASE DOCUMENTATION (INCLUDING
PROOF OF CONCEPT DOCUMENTATION OR OTHER PROPOSAL DOCUMENTATION). BY COMMENCING ANY USE OF THE SERVICES YOU
AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS ON BEHALF OF THE ENTITY SET OUT IN THE ABOVE DOCUMENT(S). IF YOU
DO NOT AGREE TO BE SO BOUND YOU MUST CEASE USING THE SERVICE IMMEDIATELY AND NOTIFY THE
- The Service
AlgoDynamix provides access to and use of its software which enable subscribers to analyse market
fluctuations and receive alerts as to market anomaly fluctuations. (the Services) The Services are provided to
subscribers via the internet on a pay-per-use basis.
The Subscriber wishes to use the Supplier's service in its business operations.
The Supplier has agreed to provide and the Subscriber has agreed to take and pay for the Supplier's service
subject to the terms and conditions of these terms and conditions and as set out in the Purchase
The definitions and rules of interpretation in this Clause apply in these terms and conditions.
- Authorised Users:
- those employees, agents and independent contractors of the Subscriber who are described in the Purchase
Documentation and as further described in Clause 4.2(d).
- Business Day:
- a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
- Change of Control:
- shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of
control shall be construed accordingly OR 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.
- Confidential Information:
- information that is proprietary or confidential and is either clearly labelled as such or identified as
Confidential Information in Clause 16.5.
- Subscriber Data:
- the data inputted by the Subscriber, Authorised Users, or the Supplier on the Subscriber's behalf for
the purpose of using the Services or facilitating the Subscriber's use of the Services.
- the document made available to the Subscriber by the Supplier online via https://analytics.algodynamix.com/ or such other web
address notified by the Supplier to the Subscriber from time to time which sets out a description of the
Services and the user instructions for the Services.
- Effective Date:
- the commencement date set out in the Purchase Documents.
- Initial Subscription Term:
- the initial term set out in the Purchase Documents, unless agreed otherwise the Initial Subscription
Term means a minimum period of twelve (12) months from the Effective Date.
- Log Files:
- data and information created which logs the use and performance of the Services. Which shall not include
any personal data.
- Normal Business Hours:
- 8.00 am to 6.00 pm local UK time, each Business Day.
- Purchase Documents:
- all invoices, specification, purchaser orders and specifications which set out the agreed Subscription
Period, the Price, number and nature of any Authorised Users and the Location (if applicable) at which
the service may be accessed together with any renewal period or other terms agreed between the parties.
- Renewal Period:
- the period described in any Purchase Documents, unless greed otherwise, Renewal Period is twelve (12)
- the subscription services provided by the Supplier to the Subscriber under these terms and conditions at
https://analytics.algodynamix.com/ or any other
website notified to the Subscriber by the Supplier from time to time, as more particularly described in the
- the online software applications provided by the Supplier as part of the Services.
- Subscription Fees:
- the subscription fees payable by the Subscriber to the Supplier for the User Subscriptions, as set out
in the Purchase Documents.
- Subscription Term:
- has the meaning given in Clause 19.1 (being the Initial Subscription Term together with any subsequent
- Support Services Policy:
- the Supplier's policy for providing support in relation to the Services as may be notified to the
Subscriber from time to time.
- User Subscriptions:
- the user subscriptions purchased by the Subscriber pursuant to Clause 14 which entitle Authorised Users
to access and use the Services and the Documentation in accordance with these terms and the Purchase
- any thing or device (including any software, code, file or programme) which may: prevent, impair or
otherwise adversely affect the operation of any computer software, hardware or network, any
telecommunications service, equipment or network or any other service or device; prevent, impair or
otherwise adversely affect access to or the operation of any programme or data, including the
reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or
part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and
other similar things or devices.
Clause, schedule and paragraph headings shall not affect the interpretation of these terms and
A person includes an individual, corporate or unincorporated body (whether or not having separate legal
personality) [and that person's legal and personal representatives, successors or permitted assigns].
A reference to a company shall include any company, corporation or other body corporate, wherever and however
incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall
include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of
these terms and conditions.
A reference to a statute or statutory provision shall include all subordinate legislation made as
commencement of the subscription term under that statute or statutory provision.
A reference to writing or written includes faxes but not e-mail.
References to Clauses and schedules are to the Clauses and schedules of these terms and conditions;
references to paragraphs are to paragraphs of the relevant schedule to these terms and conditions.
- User subscriptions
- Subject to the Subscriber purchasing the User Subscriptions in accordance with Clause 7.3 and Clause 14,
the restrictions set out in this Clause 4 and the other provision of these terms and conditions , the
Supplier hereby grants to the Subscriber a non-exclusive, non-transferable right to permit the
Authorised Users to use the Services and the Documentation during the Subscription Term solely for the
Subscriber's internal business operations.
- In relation to the Authorised Users, the Subscriber undertakes that:
- the maximum number of Authorised Users that it authorises to access and use the Services and the
Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
- it will not allow or suffer any User Subscription to be used by more than one individual Authorised
User unless it has been reassigned in its entirety to another individual Authorised User, in which
case the prior Authorised User shall no longer have any right to access or use the Services and/or
- each Authorised User shall keep a secure password for his use of the Services and Documentation,
that such password shall be changed no less quarterly and that each Authorised User shall keep his
- it shall maintain a written, up to date list of current Authorised Users and provide such list to
the Supplier within 5 Business Days of the Supplier's written request at any time or times;
- it shall permit the Supplier to audit the Services in order to establish the name and password of
each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's
expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to
substantially interfere with the Subscriber's normal conduct of business;
- if any of the audits referred to in Clause 2.2(e) reveal that any password has been provided to any
individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the
Subscriber shall promptly disable such passwords and the Supplier shall not issue any new passwords
to any such individual; and
- if any of the audits referred to in Clause 2.2(e) reveal that the Subscriber has underpaid
Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the
Subscriber shall pay to the Supplier an amount equal to such underpayment as calculated in
accordance with the prices set out in paragraph 1 of Schedule 1 within  Business Days of the
date of the relevant audit.
- VIRUS PROTECTION
- The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the
course of its use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
- in a manner that 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 Subscriber, to
disable the Subscriber's access to any material that breaches the provisions of this Clause.
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 these terms and conditions.
- The Subscriber shall not;
- copy or 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable
form all or any part of the Software; or
- 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
- use the Services and/or Documentation to provide services to third parties; or
- subject to Clause 27.1, 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
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or
Documentation, other than as provided under this Clause 4; and
- The Subscriber 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, promptly
notify the Supplier.
- The rights provided under this Clause 4 are granted to the Subscriber only, and shall not be considered
granted to any subsidiary or holding company of the Subscriber.
- Additional user subscriptions
- Subject to Clause 7.2 and Clause 7.3, the Subscriber may, from time to time during any Subscription
Term, purchase additional User Subscriptions in excess of the number set out in the Purchase Documents
and the Supplier shall grant access to the Services and the Documentation to such additional Authorised
Users in accordance with the provisions of these terms and conditions.
- If the Subscriber wishes to purchase additional User Subscriptions, the Subscriber shall notify the
Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and
respond to the Subscriber with approval or rejection of the request (such approval not to be
- If the Supplier approves the Subscriber's request to purchase additional User Subscriptions, the
Subscriber shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant
fees for such additional User Subscriptions as set out in the Purchase Documents if such additional User
Subscriptions are purchased by the Subscriber part way through the Initial Subscription Term or any
Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial
Subscription Term or then current Renewal Period (as applicable).
- The Supplier shall, during the Subscription Term, provide the Services and make available the
Documentation to the Subscriber on and subject to these terms and conditions and any additional
which are set out in the Purchase Documents.
- The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a
seven days a week, except for:
- planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
- unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used
reasonable endeavours to give the Subscriber at least 6 Normal Business Hours' notice in advance.
The Supplier will, as part of the Services and at no additional cost to the Subscriber, provide the
with the Supplier's standard Subscriber 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
the Support Services Policy in its sole and absolute discretion from time to time. The Subscriber may
enhanced support services separately at the Supplier's then current rates.
- Subscriber data
- The Subscriber shall own all right, title and interest in and to all of the Subscriber Data and
have sole responsibility for the legality, reliability, integrity, accuracy and quality of the
- The Supplier shall be responsible for maintaining preserving and backing up all Subscriber Data
its archiving procedures for Subscriber Data as set out in its documents that may be amended by the
Supplier in its sole discretion from time to time.
- In the event of any loss or damage to Subscriber Data, the Subscriber's sole and exclusive remedy
be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged
Data from the latest back-up of such Subscriber Data maintained by the Supplier. The Supplier shall
be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any
third party (except those third parties sub-contracted by the Supplier to perform services related
Subscriber Data maintenance and back-up).
- The Supplier shall, in providing the Services, comply with its Policy relating to the privacy and
security of the Subscriber Data, such documents may be amended from time to time by the Supplier in
- If the Supplier processes any personal data on the Subscriber's behalf when performing its
under these terms and conditions, the parties record their intention that the Subscriber shall be
data controller and the Supplier shall be a data processor and in any such case:
- the Subscriber acknowledges and agrees that the personal data may be transferred or stored outside
EEA or the country where the Subscriber and the Authorised Users are located in order to carry out
Services and the Supplier's other obligations under these terms and conditions;
- the Subscriber shall ensure that the Subscriber is entitled to transfer the relevant personal data
the Supplier so that the Supplier may lawfully use, process and transfer the personal data in
with these terms and conditions on the Subscriber's behalf;
- the Subscriber shall ensure that the relevant third parties have been informed of, and have given
consent to, such use, processing, and transfer as required by all applicable data protection
- the Supplier shall process the personal data only in accordance with the terms of these terms and
conditions and any lawful instructions reasonably given by the Subscriber from time to time; and]
- each party shall take appropriate technical and organisational measures against unauthorised or
processing of the personal data or its accidental loss, destruction or damage.
- Log and Performance Data.
The Supplier shall be entitled to maintain logs and records of all use made of the Service by the Subscriber
data may be used to track faults and improve the quality of the service provided to the Subscriber.
- Third party providers
The Subscriber acknowledges that the Services may enable or assist it to access the website content of,
correspond with, and purchase products and services from, third parties via third-party websites and that it
does so solely at its own risk.
The Supplier makes no representation 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 Subscriber, with any such third party.
Any contract entered into and any transaction completed via any third-party website is between the
Subscriber and the relevant third party, and not the Supplier. The Supplier recommends that the Subscriber refers to
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.
- Supplier's obligations
- The Supplier undertakes that the Services will be performed substantially in accordance with the
Documentation and with reasonable skill and care.
- The undertaking at Clause 12.1 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 Subscriber
with an alternative means of accomplishing the desired performance. Such correction or substitution
constitutes the Subscriber's sole and exclusive remedy for any breach of the undertaking set out in
Clause 12.1. Notwithstanding the foregoing, the Supplier:
- does not warrant that the Subscriber's use of the Services will be uninterrupted or error-free; or that
the Services, Documentation and/or the information obtained by the Subscriber through the Services will
meet the Subscriber's requirements; and
- 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 Subscriber
acknowledges that the Services and Documentation may be subject to limitations, delays and other
problems inherent in the use of such communications facilities.
- These terms and conditions 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 these terms and conditions.
- The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions
necessary for the performance of its obligations under these terms and conditions.
- Subscriber's obligations
- The Subscriber shall provide the Supplier with:
- all necessary co-operation in relation to these terms and conditions; 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 Subscriber Data, security access information and
configuration data and information;
- comply with all applicable laws and regulations with respect to its activities under these terms and
- carry out all other Subscriber responsibilities set out in these terms and conditions in a timely
and efficient manner. In the event of any delays in the Subscriber's provision of such assistance as
agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as
- ensure that the Authorised Users use the Services and the Documentation in accordance with the terms
and conditions of these terms and conditions and shall be responsible for any Authorised User's
breach of these terms and conditions;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for the
Supplier, its contractors and agents to perform their obligations under these terms and conditions,
including without limitation the Services;
- ensure that its network and systems comply with the relevant specifications provided by the Supplier
from time to time; and
- 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 Subscriber's network
connections or telecommunications links or caused by the internet.
- Charges and payment
- The Subscriber shall pay
- the Subscription Fees to the Supplier for the User Subscriptions in accordance with this Clause 14
and the Purchase Documents.
- subject to Clause 19.1, at least 30 days prior to each anniversary of the Effective Date for the
Subscription Fees payable in respect of the next Renewal Period,
- each invoice within 30 days after the date of such invoice.
- 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 Subscriber, disable the Subscriber'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.
- All amounts and fees stated or referred to in these terms and conditions
- shall be payable in pounds sterling;
- are, subject to Clause 18.8(b), non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the
- If, at any time whilst using the Services, the Subscriber exceeds the amount of disk storage space
specified in the Documentation, the Supplier shall charge the Subscriber, and the Subscriber shall
pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees
current as at the
- The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the
additional User Subscriptions purchased pursuant to Clause 6.3 at the start of each Renewal Period upon
90 days' prior notice to the Subscriber and the Purchase Documents shall be amended accordingly.
- Proprietary rights
- The Subscriber 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, these terms and conditions does not grant the Subscriber any rights
to, or in, 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
- 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
these terms and conditions.
- Each party may be given access to Confidential Information from the other party in order to perform its
obligations under these terms and conditions. A party's Confidential Information shall not be deemed to
include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by
written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or
- 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 these terms and conditions.
- 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
these terms and conditions.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential
Information caused by any third party.
- The Subscriber acknowledges that details of the Services, and the results of any performance tests of
the Services, constitute the Supplier's Confidential Information.
- The Supplier acknowledges that the Subscriber Data is the Confidential Information of the Subscriber.
- This Clause 15 shall survive termination of these terms and conditions , however arising.
- The Subscriber 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 Subscriber's use of the Services and/or
Documentation, provided that:
- the Subscriber is given prompt notice of any such claim;
- the Supplier provides reasonable co-operation to the Subscriber in the defence and settlement of
such claim, at the Subscriber's expense; and
- the Subscriber is given sole authority to defend or settle the claim.
- The Supplier shall defend the Subscriber, 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 Subscriber
for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:
- the Supplier is given prompt notice of any such claim;
- the Subscriber provides reasonable co-operation to the Supplier in the defence and settlement of
such claim, at the Supplier's expense; and
- the Supplier is given sole authority to defend or settle the claim.
- In the defence or settlement of any claim, the Supplier may procure the right for the Subscriber 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 these terms and conditions on 2 Business
Days' notice to the Subscriber without any additional liability or obligation to pay liquidated
damages or other additional costs to the Subscriber.
- In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Subscriber to
the extent that the alleged infringement is based on:
- a modification of the Services or Documentation by anyone other than the Supplier; or
- the Subscriber's use of the Services or Documentation in a manner contrary to the instructions given
to the Subscriber by the Supplier; or
- any failure by the Services to identify any anomaly or circumstance in any market or
- the Subscriber's use of the Services or Documentation after notice of the alleged or actual
infringement from the Supplier or any appropriate authority.
- The foregoing and Clause 18.8(b) state[s] the Subscriber'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
- Limitation of liability
- This Clause 18 sets out the entire financial liability of the Supplier (including any liability for the
acts or omissions of its employees, agents and sub-contractors) to the Subscriber:
- arising under or in connection with these terms and conditions;
- in respect of any use made by the Subscriber of the Services and Documentation or any part of them;
- in respect of any representation, statement or tortious act or omission (including negligence) arising
under or in connection with these terms and conditions.
- Except as expressly and specifically provided in these terms and conditions:
- the Subscriber assumes sole responsibility for results obtained from the use of the Services and the
Documentation by the Subscriber, 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 Subscriber in connection with the Services, or any actions taken by
the Supplier at the Subscriber's direction;
- 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 these
terms and conditions; and
- the Services and the Documentation are provided to the Subscriber on an "as is" basis.
- Nothing in these terms and conditions excludes the liability of the Supplier for death or personal
injury caused by the Supplier's negligence; or for fraud or fraudulent misrepresentation.
- Subject to Clause 18.5 and Clause 18.7:
- 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 these terms and conditions; and
- the Supplier's total aggregate liability in contract [(including in respect of the indemnity at
Clause 17.2), tort (including negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance or contemplated performance of
these terms and conditions shall be limited to the total Subscription Fees paid for the User
Subscriptions during the 12 months immediately preceding the date on which the claim arose.
- Term and termination
- These terms and conditions shall, unless otherwise terminated as provided in this Clause 19, commence
on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these terms
and conditions shall be automatically renewed for successive periods of 12 months (each a Renewal
- either party notifies the other party of termination, in writing, at least 60 days before the end of the
Initial Subscription Term or any Renewal Period, in which case these terms and conditions shall
terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
- otherwise terminated in accordance with the provisions of these terms and conditions;
- and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the
- Without affecting any other right or remedy available to it, either party may terminate these terms and
conditions with immediate effect by giving written notice to the other party if:
- [the other party fails to pay any amount due under these terms and conditions on the due date for
payment and remains in default not less than 14 days after being notified in writing to make such
- the other party commits a material breach of any other term of these terms and conditions 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;
- the other party repeatedly breaches any of the terms of these terms and conditions 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 these terms and conditions;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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
- 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 19.5(d) to Clause 19.5(j) (inclusive);
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a
substantial part of its business; [or]
- there is a change of control of the other party; or
- On termination of these terms and conditions for any reason:
- all licences granted under these terms and conditions shall immediately terminate;
- 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;
- the Supplier may destroy or otherwise dispose of any of the Subscriber Data in its possession unless
the Supplier receives, no later than ten days after the effective date of the termination of these
terms and conditions, a written request for the delivery to the Subscriber of the then most recent
back-up of the Subscriber Data. The Supplier shall use reasonable commercial endeavours to deliver
the back-up to the Subscriber within 30 days of its receipt of such a written request, provided that
the Subscriber 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 Subscriber shall pay all reasonable
expenses incurred by the Supplier in returning or disposing of Subscriber Data; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of
termination, including the right to claim damages in respect of any breach of the agreement which
existed at or before the date of termination shall not be affected or prejudiced.
- Force majeure
The Supplier shall have no liability to the Subscriber under these terms and conditions if it is prevented
or delayed in performing its obligations under these terms and conditions , or from carrying on its
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
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
the Subscriber 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 these terms and conditions and
Schedules, the provisions in the main body of these terms and conditions shall prevail.
No variation of these terms and conditions shall be effective unless it is in writing and signed by the
(or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under these terms and conditions or
law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the
exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall
prevent or restrict the further exercise of that or any other right or remedy.
- Rights and remedies
Except as expressly provided in these terms and conditions, the rights and remedies provided under these
and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision (or part of a provision) of these terms and conditions is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other
provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part
it were deleted, the provision shall apply with whatever modification is necessary to give effect to
commercial intention of the parties.
- Entire agreement
- These terms and conditions, and any documents referred to in it, constitute the whole agreement
the parties and supersede any previous arrangement, understanding or agreement between them relating
the subject matter they cover.
- Each of the parties acknowledges and agrees that in entering into these terms and conditions it does
rely on any undertaking, promise, assurance, statement, representation, warranty or understanding
(whether in writing or not) of any person (whether party to these terms and conditions or not)
to the subject matter of these terms and conditions, other than as expressly set out in these terms
- The Subscriber shall not, without the prior written consent of the Supplier, assign, transfer,
sub-contract or deal in any other manner with all or any of its rights or obligations under these
- The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with
or any of its rights or obligations under these terms and conditions.
- No partnership or agency
Nothing in these terms and conditions 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
act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to,
making of any representation or warranty, the assumption of any obligation or liability and the exercise of
right or power).
- Third party rights
These terms and conditions do not confer any rights on any person or party (other than the parties to these
and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts
of Third Parties) Act 1999.
Any notice required to be given under these terms and conditions shall be in writing and shall be delivered
hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set
these terms and conditions, or such other address as may have been notified by that party for such purposes,
sent by fax to the other party's fax number as set out in these terms and conditions.
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
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).
- Governing law
These terms and conditions and any dispute or claim arising out of or in connection with it or its subject
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
any dispute or claim arising out of or in connection with these terms and conditions or its subject matter
formation (including non-contractual disputes or claims).
These terms and conditions are incorporated into and form part of the Purchase Documentation on the date stated
in such Purchase Documentation.
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