Terms & conditions
ALARM RECEIVING CENTRE
App: mobile phone app.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.
Business Day: any day which is not a Saturday, Sunday or public holiday in [the UK].
Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.
Customer: customer receiving the Services and named on the Specification.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation: the document made available to the Customer by the Supplier.
Effective Date: the date of these terms and order form.
Hardware: The hardware supplied to the Customer by the Supplier as set out in the Specification.
Hardware Fees: The fees payable for the Hardware as specified in the Specification or as notified by the Supplier to the Customer from time to time.
Hosting Services: The services that the Supplier provides to allow Authorised Users to access and use the Software, including hosting set-up and ongoing services, as described in Schedule 1.
Initial Subscription Term: the initial term as set out in the Specification.
Maintenance and Support: Any error corrections, updates and upgrades that the Supplier may provide or perform with respect to the Software and Hosting Services, as well as any other support or training services provided to the Customer under these terms, all ad described in the Documentation.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Renewal Period: the period described in clause 15.1.
Services: the Hosting Services, Maintenance and Support and subscription services provided by the Supplier to the Customer under these terms via a computer, mobile phone or App or any other method notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
Software: the software applications provided by the Supplier as part of the Lone Worker Services including any error corrections, updates, upgrades, modifications and enhancements to it provided to the Customer under these Terms.
Specification: the individual specification describing the Customer and the Services for that Customer as set out in the subscriber order form.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the Services and User Subscriptions, as set out in the Specification.
Subscription Term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms.
Virus: anything 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.
1.1 Clause, Schedule and paragraph headings shall not affect the interpretation of these terms.
1.2 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.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to one gender shall include a reference to the other genders.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 A reference to writing or written includes faxes and e-mail.
1.8 References to clauses and Schedules are to the clauses and Schedules of these terms.
1.9 If there is an inconsistency between any of the provisions in the main body of these terms and the Schedules, the provisions in the main body of these terms shall prevail.
2. USER SUBSCRIPTIONS
2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of these terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Software, Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 the maximum number of Authorised Users that it authorises to access and use the Software, Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2 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 Software, Services and/or Documentation;
2.2.3 each Authorised User shall keep a secure password for his use of the Software, Services and Documentation, and that each Authorised User shall keep his password confidential;
2.2.4 it shall update the Supplier on a regular basis with the details of any new phone numbers/ emergency numbers for the Authorised Users; and
2.2.5 it shall not store, distribute, or transmit any Virus, or any materials through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, colour, religious belief, sexual orientation, disability, or any other illegal activities.
2.3 The Customer shall not:
2.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
126.96.36.199 and except to the extent expressly permitted under these terms, 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
188.8.131.52 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.3.2 access all or any part of the Hardware, Software, Services or Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.3.3 use the Hardware, Software, Services and/or Documentation to provide services to third parties, unless prior agreement has been made in writing between the parties; or
2.3.4 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Hardware, Software, Services and/or Documentation available to any third party except the Authorised Users, or
2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software, Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier of any such unauthorised access or use.
3. ADDITIONAL USER SUBSCRIPTIONS
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Specification and the Supplier shall grant access to the Software, Services and the Documentation to such additional Authorised Users in accordance with the provisions of these terms.
3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld).
3.3 If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer 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 any additional specification and, if such additional User Subscriptions are purchased by the Customer 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). Payment must be received prior to service going live.
4.1 The Supplier shall, during the Subscription Term, provide the Hardware and Services and make available the Documentation to the Customer on and subject to the terms of these terms.
4.2 The Supplier shall use commercially reasonable endeavours to make the Services available during the hours specified in the Specification.
5. CUSTOMER DATA
5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and the Customer shall be responsible at all times for providing the Supplier with updated information.
5.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under these terms, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.3.1 the Customer acknowledges and agrees that the personal data may be transferred or stored where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under these terms;
5.3.2 the Customer shall ensure that the Customer 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 these terms on the Customer’s behalf;
5.3.3 the Customer 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;
5.3.4 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
The Customer acknowledges that the services rely on the functioning of networks and devices by third party providers. The Supplier makes no representations or commitment and shall have no liability whatsoever in relation to third party suppliers.
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 Hardware, Software or Services contrary to the Supplier’s instructions, or modification or alteration of the Hardware, Software or Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Hardware, Software or 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 Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’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 Customer’s use of the Hardware, Software or Services will be uninterrupted or error-free; or that the Hardware, Software, Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’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 Customer 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 These terms 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.
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 these terms.
7.5 The Supplier shall ensure that the Apps are Virus free on installation but cannot be liable for anything done by the Authorised User or anything concerning the Authorised User’s equipment.
7.6 The Supplier will answer alarms raised in accordance with the guidelines set out in document BS 8484. All contact will be logged by the Supplier with date and time of contact. The procedure followed will be the one agreed by both parties at the Effective Date. Only when an Authorised User whose alarm had been raised has been acknowledged as alright will the job be closed.
7.7 The Supplier will send the Customer a monthly report on the current usage statistics of the Authorised Users to an email address specified by the Customer.
The Supplier will endeavour to update Authorised User details such as mobile numbers supplied within 24 hours of receipt.
8. CUSTOMER’S OBLIGATIONS
The Customer shall:
8.1 provide the Supplier with:
8.1.1 all necessary co-operation in relation to these terms;
8.1.2 all necessary access to such information as may be required by the Supplier; and
8.1.3 a mobile or direct access telephone number.
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
8.2 comply with all applicable laws and regulations with respect to its activities under these terms;
8.3 carry out all other Customer responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.4 ensure that the Authorised Users;
8.4.1 have proper training in the service and including in clarity of message so that they can be clearly heard and understood by the Supplier’s personnel;
8.4.2 use the Hardware, Software, Services and the Documentation in accordance with the terms and conditions of these terms and shall be responsible for any Authorised User’s breach of these terms.
8.5 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, including without limitation the Services;
8.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time and take all reasonable steps to ensure all devices are properly charged 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 Customer’s network connections or telecommunications links, Viruses or caused by any source whatsoever.
8.7 The Customer acknowledges that:
8.7.1 the App is not supported on any phone that has a non-standard operating system or has been jailbroken.
8.7.2 in all cases if an Authorised User subsequently logs back on to the system, they are deemed to be safe.
8.7.3 it is expected that most if not all Authorised Users will set off alarms which are non urgent. This is to be expected and part of the service of the Alarm Receiving Centre is to answer these and to respond accordingly. However there must be fair usage policy and if any Customer’s Authorised Users are deemed to be setting off a large number of alarms due to misuse of the system then the Supplier will be within its rights to charge an additional fee calculated at the Supplier’s then hourly rates for responding;
it is the Customer’s/Authorised User’s responsibility to ensure that Authorised Users change the access PIN from the default PIN (8888) to another 4 digit PIN.
9. CHARGES AND PAYMENT
9.1 The Customer shall pay the Hardware Fees and the Subscription Fees and to the Supplier for User Subscriptions, Hosting Services and Maintenance and Support in accordance with this clause 9.
9.2 The Customer shall on the Effective Date provide to the Supplier valid 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 Customer provides:
9.2.1 its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
184.108.40.206 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
220.127.116.11 subject to clause 15.1, on the first date of each Renewal Period for the Subscription Fees payable in respect of that Renewal Period;
18.104.22.168 for any Hardware provided, for the Hardware Fees on the date of provision of such Hardware;
9.2.2 its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
22.214.171.124 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
126.96.36.199 subject to clause 15.1, at least 30 days prior the first date of each Renewal Period for the Subscription Fees payable in respect of that Renewal Period;
188.8.131.52 for any Hardware provided, for the Hardware Fees on the date of provision of such Hardware,
and the Customer shall pay each invoice within 30 days after the date of such invoice.
9.3 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:
9.3.1 the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Software or 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
9.3.2 interest shall accrue 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 at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4 All amounts and fees stated or referred to in these terms:
9.4.1 shall be payable in pounds sterling;
9.4.2 are, subject to clause 13.4.2, non-cancellable and non-refundable;
9.4.3 are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
9.5 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at the start of each Renewal point.
10. PROPRIETARY RIGHTS
10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Hardware, Software and Services and the Documentation. Except as expressly stated herein, these terms does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or the Documentation or any other related documentation.
10.2 The Supplier confirms that it has all the rights in relation to the Software, 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.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms. A party’s Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party’s lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
11.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 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.
11.3 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 these terms.
11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.5 The Customer acknowledges that details of the Hardware, Software and Services, and the results of any performance tests of the Hardware, Software or Services, constitute the Supplier’s Confidential Information.
11.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7 This clause 11 shall survive termination of these terms, however arising.
12.1 The Customer 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 Customer’s use of the Hardware, Software, Services and/or Documentation, provided that:
12.1.1 the Customer is given prompt notice of any such claim;
12.1.2 the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
12.1.3 the Customer is given sole authority to defend or settle the claim.
12.2 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
12.2.1 a modification of the Hardware, Software, Services or Documentation by anyone other than the Supplier; or
12.2.2 the Customer’s use of the Hardware, Software, Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
12.2.3 the Customer’s use of the Hardware, Software, Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
12.3 The foregoing and clause 13.4.2 state the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13. LIMITATION OF LIABILITY
13.1 This clause 13 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 Customer:
13.1.1 arising under or in connection with these terms;
13.1.2 in respect of any use made by the Customer of the Hardware, Software, Services and Documentation or any part of them; and
13.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these terms.
13.2 Except as expressly and specifically provided in these terms:
13.2.1 the Customer assumes sole responsibility for results obtained from the use of the Hardware, Software, Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction or for any failure not to respond to an alarm caused other than by its own negligence;
13.2.2 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 these terms; and
13.2.3 the Services and the Documentation are provided to the Customer on an “as is” basis.
13.3 Nothing in these terms excludes the liability of the Supplier:
13.3.1 for death or personal injury caused by the Supplier’s negligence; or
13.3.2 for fraud or fraudulent misrepresentation.
13.4 Subject to clause 13.2 and clause 13.3:
13.4.1 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 these terms; and
13.4.2 the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause Error! Reference source not found.), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to the total Subscription Fees paid for the User Subscriptions and Hardware Fees during the 1 month immediately preceding the date on which the claim arose.
14. DATA PROTECTION
14.1 All definitions in this clause have the meaning given to them in accordance with section 1(1) of the Data Protection Act 1998.
14.2 The Customer and Supplier acknowledge that for the purposes of the Data Protection Act 1998 the Customer is the Data Controller and the Supplier is the data processor in respect of any Personal Data.
14.3 The Supplier shall process the Personal Data only in accordance with the Customer’s instruction from time to time and shall not process the Personal Data for any purpose other than those expressly authorised by the Customer. The Supplier shall not transfer data outside the European Economic Area.
14.4 Each Party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
14.5 The Supplier warrants that, having regard to the start of technological development and the cost of implementing any measures, it will:
14.5.1 Take appropriate measures against the unauthorised or unlawful processing of Personal Data to ensure a level of security appropriate to the harm that may result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected.
14.5.2 Take reasonable steps to ensure compliance with those measures.
14.6 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations in respect of this clause 14. The Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Customer, to the extent that such action or omission resulted from the Customer’s instructions.
14.7 The Supplier may authorise a third party to process the Personal Data provided that the sub-contractor’s contract is on terms which are similar to this clause and terminates automatically on termination of this agreement.
15. TERM AND TERMINATION
15.1 These terms shall, unless otherwise terminated as provided in this clause 155, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these terms shall be automatically renewed for successive periods of 3 months (each a Renewal Period), unless:
15.1.1 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 shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
15.1.2 otherwise terminated in accordance with the provisions of these terms;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
15.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these terms with immediate effect and without liability to the other if:
15.2.1 the other party commits a material breach of any of the terms of these terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
15.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
15.2.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
15.2.4 a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
15.2.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
15.2.6 the other party ceases, or threatens to cease, to trade; or
15.2.7 there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or
15.2.8 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
15.3 On termination of these terms for any reason:
15.3.1 all licences granted under these terms shall immediately terminate;
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 Customer Data in its possession; and
15.3.4 the accrued 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, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
16. FORCE MAJEURE
The Supplier shall have no liability to the Customer under these terms if it is prevented from or delayed in performing its obligations under these terms, or from carrying on its business, if such delay or failure results from acts, events, omissions, circumstances, causes 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 Customer is notified of such an event and its expected duration.
17.1 A waiver of any right under these terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
17.2 Unless specifically provided otherwise, rights arising under these terms are cumulative and do not exclude rights provided by law.
18. RIGHTS AND REMEDIES
Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.
19.1 If any provision (or part of a provision) of these terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2 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.
20. ENTIRE AGREEMENT
20.1 These terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, promises, assurances, warranties, understanding or agreement between them relating to the subject matter they cover.
20.2 Each of the parties acknowledges and agrees that in entering into these terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms or not) relating to the subject matter of these terms, other than as expressly set out in these terms or the documents referred to in these terms.
20.3 Nothing in this clause shall limit or exclude any liability for fraud.
21.1 The Customer 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 these terms.
21.2 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 these terms.
22. NO PARTNERSHIP OR AGENCY
Nothing in these terms 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).
23. THIRD PARTY RIGHTS
These terms does not confer any rights on any person or party (other than the parties to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24.1 Any notice required to be given under these terms 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 these terms, 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 these terms.
24.2 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).
25. GOVERNING LAW AND JURISDICTION
25.1 These terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).