1.1 The definitions and rules of interpretation in this clause apply in this agreement.

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(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 interpreted accordingly.

Confidential Information: any information concerning the business, affairs, customers, clients or suppliers of a party or of any member of the group of companies to which it belongs.

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 online via the Platform which sets out a description of the Services and the user instructions for the Services.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not the Supplier) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

Normal Business Hours: [9.00 am to 4.00 pm] local UK time, each Business Day.

Platform: the Supplier’s platform at https://app.myrentalaccounts.com/ or such other web address notified by the Supplier to the Customer from time to time.

Services: the subscription services provided by the Supplier to the Customer under this agreement via the Platform or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Term: the term of this agreement.

Support Services Policy: the Supplier’s policy for providing support in relation to the Services as made available on the Platform.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to this agreement which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

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.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.2         Clause 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) and that person’s legal and personal representatives, successors or permitted assigns.

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         A reference to writing or written excludes fax but not email.

1.10         References to clauses are to the clauses of this agreement. 

User subscriptions

2.1         Subject to the Customer paying the Subscription Fees and complying with the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the 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:

(a)      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;

(b)      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 Documentation;

(c)       each Authorised User shall keep a secure password for their use of the Services and Documentation and shall keep their password confidential;

(d)      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;

(e)      it shall permit the Supplier or the Supplier’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with this agreement. Each 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 Customer’s normal conduct of business;

(f)        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 Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and

(g)      if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment within [10] Business Days of the date of the relevant audit.

2.3         The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a)      is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)      facilitates illegal activity;

(c)       depicts sexually explicit images;

(d)      promotes unlawful violence;

(e)      is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f)        is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.4         The Customer shall not:

(a)      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:

(i)         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

(ii)        attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

(b)      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

(c)       use the Services and/or Documentation to provide services to third parties; or

(d)      subject to clause 21.1, 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

(e)      attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

(f)        introduce or permit the introduction of, any Virus or Vulnerability into the Services or the Supplier’s network and information systems.

2.5         The Customer 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.

2.6         The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

Additional Users

3.1        The customer may choose to invite an advisor to assist with data processing on the platform.

3.2        The customer is solely responsible for any data processing carried out by the invited user.

3.3         The customer is responsible for ensuring that the invited user’s access is removed from the platform if they are no longer authorised by the customer to access the data.  

3.4        The customer is responsible for ensuring that any invited user complies with all applicable data security requirements when accessing or processing data on the platform. The customer must ensure that invited users implement appropriate technical and organisational measures to protect the data against unauthorised access, disclosure, alteration, or loss.The platform provider accepts no liability for any security incident arising  from the actions or omissions of an invited user.

4.1        The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer 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:

(a)     planned maintenance to which the customer will receive an email notification.

(b)     unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least [6] Normal Business Hours’ notice in advance.

4.3        The Supplier will, as part of the Services, provide the Customer with the Supplier’s standard customer 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. 

5.1        The following defined terms are used in this clause:

(a)      Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

(b)     Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder)  and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

(c)      Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

(d)      UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

5.2        Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

5.3        The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor.  The scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject is set out in the PRIVACY POLICY.

5.4         Without prejudice to the generality of clause 5.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.

5.5        Without prejudice to the generality of clause 5.2, the Supplier shall, in relation to any Personal Data processed in connection with
the performance by the Supplier of its obligations under this agreement:

(a)          process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Customer;

(b)             ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c)              ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d)             assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e)             notify the Customer without undue delay on becoming aware of a Personal Data Breach;

(f)              at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data; and

(g)            maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction
infringes the Data Protection Legislation.

5.6        The Customer provides its prior, general authorisation for the Supplier to:

(a)          appoint processors to process the Personal Data, provided that the Supplier:

     (i)     shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on the Supplier in this clause 5;

     (ii)     shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and

     (iii)    shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to
object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Legislation, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

(b)         transfer Personal Data outside the UK/EEA as required for the purposes of this agreement, provided that the Supplier shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the Information Commissioner from time to time.

Third party providers

The Customer 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, warranty or
commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or
any transactions completed, and any contract entered into by the Customer, with any such third party.  Any contract
entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier.  The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

Supplier’s obligations

7.1         The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

7.2        The Supplier’s obligations 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 terms of clause 7.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. 

7.3         The Supplier:

(a)      does not warrant that:

          (i)         the Customer’s use of the Services will be uninterrupted or error-free; or

          (ii)       that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or

          (iii)      the Software or the Services will be free from Vulnerabilities or Viruses; or

          (iv)      the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

(b)     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.

7.4        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.

7.5        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.

7.6        The Supplier shall follow its standard archiving procedures for Customer Data from time to time. In the event of any loss or damage to Customer Data, the
Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged
Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with its standard archiving procedure. 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 for which it shall remain fully liable).

Customer’s obligations

8.1        The Customer shall:

(a)     provide the Supplier with:

          (i)        all necessary co-operation in relation to this agreement; and

          (ii)       all necessary access to such information as may be required by the Supplier;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b)     without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this
agreement; 

(c)      carry out all other Customer responsibilities set out in this agreement 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;

(d)     ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;

(e)     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;

(f)       ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g)     be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing 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 or caused by the
internet.

8.2        The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the
legality, reliability, integrity, accuracy and quality of all such Customer Data.

Charges and payment

9.1         The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with the Payment Terms.

9.2         If the Supplier has not received payment on the due date, and without prejudice to any other rights and remedies of the Supplier:

(a)      the Supplier may disable the Customer’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 payment concerned remains unpaid; and

9.3         All amounts and fees stated or referred to in this agreement:

(a)      shall be payable in pounds sterling;

(b)      are, subject to clause 13.3(b), non-cancellable and non-refundable;

(c)       are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.

9.4         The Supplier shall be entitled to increase the Subscription Fees upon any anniversary of the Effective Date provided that it gives at least 30 days’ prior notice to the Customer.

9.5         Any increase in the Subscription Fee will be notified via email. 

10.1         The Customer 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 Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2         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.

11.1         The provisions of this clause shall not apply to any Confidential Information that:

(a)      is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b)      was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c)       was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

(d)      the parties agree in writing is not confidential or may be disclosed; or

(e)      is developed by or for the receiving party independently of the information disclosed by the disclosing party.

11.2         Each party shall keep the other party’s Confidential Information secret and confidential and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement.

11.3         A party may disclose the other party’s Confidential Information to those of its employees, officers, contractors, subcontractors, representatives and advisers (Representatives) who need to know such Confidential Information for the Permitted Purpose, provided that:

(a)      it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b)      at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

11.4         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.

11.5         A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

11.6         Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this agreement.

12.1 Without prejudice to the Supplier’s obligations to provide the Services in accordance with the provisions of this agreement, 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 Services and/or Documentation, provided that:

(a)      the Customer is given prompt notice of any such claim;

(b)      the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

(c)       the Customer is given sole authority to defend or settle the claim.

12.2         The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a)      the Supplier is given prompt notice of any such claim;

(b)      the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and

(c)       the Supplier is given sole authority to defend or settle the claim.

12.3         In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on [2] Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4         In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a)      a modification of the Services or Documentation by anyone other than the Supplier; or

(b)      the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

(c)       the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or

(d)      the Customer’s breach of this agreement.

12.5         The foregoing  and clause 13.3(b) 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.

13.1         Except as expressly and specifically provided in this agreement:

(a)      the Customer assumes sole responsibility for results obtained from the use of the 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 Customer Data, 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;

(b)      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

(c)       the Services and the Documentation are provided to the Customer on an “as is” basis.

13.2         Nothing in this agreement excludes the liability of the Supplier:

(a)      for death or personal injury caused by the Supplier’s negligence; or

(b)      for fraud or fraudulent misrepresentation.

13.3         Subject to clause 13.1 and clause 13.2:

(a)      the Supplier shall have no liability for any loss of profits, loss of business, wasted expenditure, 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; and

(b)      the Supplier’s total aggregate liability to the Customer (including in respect of the indemnity at clause 12.2), in respect of all breaches of duty occurring within any period of twelve months shall not exceed an amount equal to the sums paid to the Supplier by the Customer in that period of twelve months.

13.4         References to liability in this clause 13 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue until the contract period ends, unless renewed by the customer.

14.1         The Customer is required to make payment in advance before accessing the Platform. If the Customer does not renew the Subscription, the Customer’s access to the Platform will terminate automatically at the end of the applicable Contract Period.”

14.2         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:

(a)      the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of [30] days after being notified in writing to do so;

(b)      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 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c)       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;

(d)      the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(e)      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;

(f)        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 (being a company, partnership or limited liability partnership);

(g)      the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(h)      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;

(i)        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;

(j)        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 14.2(c) to clause 14.2(j);

(k)       the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(l)        the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

14.3         Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if there is a change of control of the Customer.

14.4         On termination of this agreement for any reason:

(a)      all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(b)      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;

(c)       the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

(d)      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
Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly

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

17.1         A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2         A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.