Software Licence and Service Agreement
Terms and Conditions

SOS

 

1. DEFINITIONS
1.1. Affiliate means any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries or otherwise, controlling, controlled by, or under common control with a party to these Terms and Conditions.
1.2. Agreement means this contract entered into by the Customer and the Supplier, comprising of either (i) the Purchaser Order Form and these Terms and Conditions; or (ii) these Terms and Conditions only if the Customer has purchased access to the Licensed Software in the absence of a Purchase Order Form.
1.3. Applicable Laws means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force in the United Kingdom, including without limitation Bribery Laws, Modern Slavery Laws and Data Protection Legislation.
1.4. Bribery Laws means the Bribery Act 2020 and Applicable Laws in connection with bribery or anti-corruption.
1.5. Business Day means any day which is not a Saturday or Sunday or bank holiday in any part of the United Kingdom.
1.6. Charges means all fees and charges, other than the Software User Price, for the use of the Licensed Software, the Services or otherwise payable by the Customer to the Supplier pursuant to this Agreement.
1.7. Client Software means the software that is installed and run on a User’s computer;
1.8. Customer means the customer detailed on the Purchase Order Form.
1.9. Data Protection Legislation has the meaning given to it in clause 13 of these Terms and Conditions.
1.10. Database means any information stored by, or at the instruction of, the Licensed Software.
1.11. Documentation means any printed or electronic user guides or manuals, FAQs or support materials supplied to The Customer in relation to the Licensed Software.
1.12. Initial Term means, by default, a period of 12 months from the date that this Agreement comes into effect, or the term or period set out or determined in each relevant Purchase Order Form.
1.13. Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world including copyright (including future copyright and rights in the nature of or analogous to copyright), confidential information, moral rights, inventions (including patents), trade marks, service marks, designs and circuit layouts whether or not now existing and whether or not registered or registrable including any right to apply for the registration of such rights and all renewals and extensions.
1.14. Licensed Software (which includes Server Software and Client Software) means software products and/or software as described in the Purchase Order Form, or web page or other medium from which the Licensed Software is purchased by the Customer, and includes computer software and associated media and Documentation, as licensed pursuant to this Agreement.
1.15. Modern Slavery Laws means the Modern Slavery Act 2015 and all Applicable Laws relating to anti-slavery and human trafficking.
1.16. Purchase Order Form means the purchase order form(s) that is/are completed and signed by both the Customer and the Supplier relating to the Licensed Software and any associated Services.
1.17. Rollover Period has the meaning given to it in clause 2.9.
1.18. Server Software means the software that is installed on a server that is accessed by Users.
1.19. Services means any services provided by the Supplier to the Customer under this agreement as agreed by the Customer and the Supplier in a Purchase Order Form or other form of document provided and approved by the Supplier.
1.20. Software Licence means the right to access and use the Licensed Software.
1.21. Software User Price means the fee that is listed on the Purchase Order Form for a User to access and use the Licensed Software.
1.22. Supplier means the entity providing the Licensed Software as set out in the Purchase Order Form or web page or other medium from which the Licensed Software is purchased by the Customer.
1.23. Support Services means product support for the Licenced Software.
1.24. Term: the Initial Term and any Rollover Period.
1.25. Terms and Conditions: the terms and conditions set out in this document.
1.26. User a person contracted by The Customer to carry out work who is accessing the Licenced Software and in doing so holds a licence for the duration of the time that they are logged into the Licenced Software.
1.27. Updates means software updates to the Licenced Software.

2. TERMS AND CONDITIONS
2.1. Access to and use of Licensed Software and Services is subject to these Terms and Conditions, PROVIDED ALWAYS that if these Terms and Conditions conflict with those in a Purchase Order Form, the Purchase Order Form shall prevail.
2.2. The Customer accepts these Terms and Conditions, by:
a) installing, copying, or using the Licensed Software; and/or
b) paying an invoice issued by the Supplier to the Customer in respect of the Licensed Software and/or Services, and, in each case, this Agreement shall come into effect on the first occurrence of an event set out above.
2.3. If the Customer is using the Licensed Software following the termination or expiry of a previous agreement entered into between the Customer (or any Affiliate of the Customer) and the Supplier (or any Affiliate of the Supplier) in respect of the use of the Licensed Software, these Terms and Conditions shall apply retrospectively to the Customer’s use of the Licensed Software (and any services provided by the Supplier or any Affiliate) from the date of termination or expiry of any previous agreement described in this clause 2.3 until the date of execution of a Purchase Order Form by the Customer or the date on which this Agreement (as defined herein) comes into effect.
2.4. If the Customer does not agree to these Terms and Conditions, they are not authorised to use the Licensed Software and must return the Licensed Software to the Supplier and delete all copies of the Licensed Software in the Customer’s possession within thirty (30) days of notifying the Supplier in writing of their intention not to proceed.
2.5. Any Agreement will commence on the date of the relevant Purchase Order Form being signed and dated by all parties to the same or, if no Purchase Order Form is agreed by the parties, upon the first occurrence of an event specified in clause 2.2.
2.6. The Software Licence will commence on such dates as are set out in the Purchase Order Form or, if no Purchase Order Form is agreed by the parties, upon the first occurrence of an event specified in clause 2.2.
2.7. Use of the Licensed Software is strictly limited to the number of concurrent users as may be set out in the Purchase Order Form or as otherwise mutually agreed in writing from time to time. The Supplier may terminate an Agreement or these Terms and Conditions, as applicable, immediately if the Supplier becomes aware that you have knowingly exceeded the maximum number of concurrent users set out in the Purchase order Form.
2.8. Prior to the end of the Initial Term, the parties shall discuss the renewal of this Agreement for a further period of 12 months as of the date after the final day of the Initial Term. If the parties mutually agree to renew this Agreement, any such renewal shall be subject to the Supplier’s standard charges and pricing for the Licensed Software and/or Services as at the date that the renewal will take effect, except where the Supplier and the Customer agree alternative charges or pricing in writing.
2.9. If the parties do not agree to renew this Agreement prior to the expiry of the Initial Term, this Agreement shall automatically renew for successive rolling periods of one month as of the expiry of the Initial Term (a “Rollover Period”), until either party provides the other party with 30 days’ notice to terminate this Agreement in writing, in which case this Agreement shall terminate at the expiry of such notice period. For the avoidance of doubt, the Customer shall continue to pay all fees and charges which apply to the Customer’s monthly usage of the Licensed Software and/or the Services during any Rollover Period, and the Supplier shall be entitled to terminate this Agreement with immediate effect if the Customer fails to make any payment when due during a Rollover Period.

3. LICENSED SOFTWARE
3.1. The Supplier will supply The Customer with the Licensed Software specified in the Purchase Order Form (or web page or other medium from which the Licensed Software is purchased by the Customer), which includes Server Software and, if applicable, Client Software.
3.2. The Supplier grants the Customer a non-exclusive, non-transferable licence to use the Licensed Software upon the payment of the Software User Price and other Charges specified in the Purchase Order Form or invoice issued pursuant to this Agreement subject always to these Terms and Conditions.
3.3. The Customer may install and use, and allow a User to use, the Server Software on any computer server(s) for the purpose of their business or operations.
3.4. If a Customer has purchased Client Software, the Customer may install and use, and allow their personnel to use, the Client Software on any computer device for the purpose of their business or operations provided that they do not use or permit the usage of the Client Software on more computer devices at a time than the number of Software Licence Users specified in the relevant Purchase Order Form.
3.5. If the Customer requests the Supplier to create material in which the Customer intends to have title and/or Intellectual Property Rights, then they must tell the Supplier of this intention in writing before the material is created so that the terms and conditions of the material can be made the subject of a separate agreement, in default of which these Terms and Conditions will continue to apply.
3.6. Notwithstanding anything to the contrary in this Agreement, the Customer may, with the Supplier’s written consent, store or install a number of copies of the Licensed Software (but excluding its source code) on a storage device, such as a network service, as the Customer reasonably require for the purpose of back-up, acceptance testing, disaster recovery, security and in-house educational and training purposes or to install or run the Licensed Software on their other computers over an internal network. The Supplier will not unreasonably withhold or delay such consent.
3.7. The Customer may not:
a) permit any person other than their personnel to use the Licensed Software except under the terms and conditions listed above;
b) modify, merge, adapt, translate, reverse engineer, de-compile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Licensed Software, or any portion thereof;
c) install a third party application that modifies the Licenced Software’s Database;
d) copy the Licensed Software other than as specified above;
e) distribute copies of the Licensed Software to third parties;
f) rent, lease, lend, sub-licence, sell, distribute, grant a security interest in, or otherwise transfer rights in the Licensed Software; or

g) remove any copyright or proprietary notices or labels on the Licensed Software.

4. SUPPORT AND UPDATE
4.1. Support Services will be provided in response to the Customer’s notification of any defects, or technical or operating errors in the Licensed Software (an “Error”) but do not include:
a) computer software issues which do not originate from and are not caused by the Licensed Software;
b) computer hardware issues; and
c) the provision of accountancy advice and services.
4.2. By requesting Support Services, the Customer agrees to provide the Supplier with sufficient access to their computer systems in compliance with Data Protection Legislation and to provide reasonable assistance to enable the Supplier’s use of its remote administration tool.
4.3. The Supplier may, at its sole discretion, refuse to provide the Customer with any Support Services in relation to any Error caused by a User through:
a) the improper use, alteration, or damage of or to the Licensed Software;
b) modifications to the Licensed Software not authorised by the Supplier; and
c) the use of software which is not provided or approved by the Supplier.

5. INVOICING, PAYMENT AND CREDIT TERMS 
5.1. All fees, charges and any other amounts payable by the Customer to the Supplier must be paid by the Customer as designated in a Purchase Order Form or invoice provided pursuant to this Agreement. All prices are exclusive of VAT unless otherwise expressly stated.
5.2. The Customer will receive invoices from the Supplier by email to the email address as disclosed on the Purchase Order Form or to such other email address as the Customer specifies. Invoices must be paid by Direct Debit within the period specified on the invoice, using a transaction agent nominated by the Supplier.
5.3. In the event that an amount due from the Customer to the Supplier under this Agreement becomes overdue, access to the Licensed Software and/or the Services may be suspended without notice.
5.4. In the event an amount due to the Supplier pursuant to an invoice issued by the Supplier pursuant to this Agreement becomes overdue for longer than thirty (30) days, the balance of the relevant invoice together with any other amounts due from the Customer to the Supplier will immediately become due and payable.
5.5. If the Customer fails to make a payment in accordance with this Agreement, the Supplier shall be entitled to apply simple interest on the outstanding amount. Interest shall be calculated at a rate of eight percent (8%) per year plus the Bank of England base rate, current at the date the payment became overdue
5.6. The Customer shall, at the Supplier’s discretion, be liable to pay an administrative fee for each late payment, or each failed Direct Debit payment.
5.7. In the event of a debt being passed to a collections agency, the Customer will be liable for all costs associated with the collection of the debt.

6. TERMINATION
6.1. The Supplier may terminate this Agreement if the Customer fails to comply with these Terms and Conditions, provided that the Supplier has provided the Customer with notice of the breach of the Terms and Conditions, and provided that the Customer has failed to rectify that breach within thirty (30) days from the date of notice.
6.2. The Supplier may terminate this Agreement if the Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditor.
6.3. This Agreement can be terminated prior to the commencement of the Initial Term with payment of an amount equal to the Software User Price and all other Charges for 12 months’ for the Licensed Software.
6.4. Upon termination, by the expiration of written notice, the Customer will no longer receive any Support Services or Updates.
6.5. Upon termination the following clauses shall continue in force: 5, 8, 9, 12 (to the extent of the relevant limitation periods as set out in the Limitation Act 1980), and 20 (to the extent applicable) and any other clause which expressly or by implication is intended to survive termination or expiry of this Agreement.

7. INSTALLATION AND TRAINING
7.1. The Licensed Software will be installed by the Supplier or a nominee on to the nominated server(s). The Customer will be responsible for the installation of the Client Software on any User’s computer device configured to connect to their computer server. Training according to the relevant Agreement will be conducted on prearranged dates made by mutual consent (both parties acting reasonably).
7.2. The installation process includes the following:
a) guidance on IT infrastructure assessment;
b) system specification;
c) installation of the Server Software; and
d) quality assurance testing.
7.3. The Customer shall be responsible for ensuring that the Customer’s information technology and communications infrastructure (“ITC”) meet the minimum requirements for the Licensed Software and the Customer acknowledges that:
a) The Licensed Software may not operate properly (or at all) on non-compliant hardware or platforms.
b) The Supplier does not accept any responsibility for defects, data corruptions, Service failures or performance degradation caused by viruses or other software or components on the Customer’s hardware that may interfere with the way the Licensed Software operates.
c) The Customer shall ensure that the Customer’s ITC is properly maintained and is not changed in a way which may adversely affect the operation of the Licensed Software or the Services.
d) Work done by the Supplier due to failure to comply with (a) to (c) above may, at the Supplier’s sole discretion, be charged to the Customer at standard development rates.

8. INTELLECTUAL PROPERTY 
8.1. All data and Intellectual Property Rights inputted by the Customer into the Licensed Software, or otherwise generated by the Licensed Software on behalf of the Customer (“Customer Data”) shall at all times belong to and remain the property of and owned by the Customer and nothing in this Agreement shall be treated as a licence, assignment, transfer or other dealing in favour of the Supplier concerning the Customer Data.
8.2. Subject to clause 8.1, the Customer acknowledges that the Supplier owns, and shall all times remain the sole and exclusive owner of, all right, title and interest in and to the Intellectual Property Rights, or other rights of any sort, subsisting in the Licensed Software and, as applicable, the Services.  The Customer shall acquire no right, title or interest in or to the Licensed Software, except for the licence set out in clause 3.2. Nothing the Customer does will transfer to them or any third party any Intellectual Property Rights belonging to the Supplier including:
a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright;
b) a right to use or exploit a business name, trading name, domain name, trade mark, or industrial design; or
c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process).
8.3. In the event that this Agreement terminates, the Supplier agrees to provide all reasonable assistance to enable the Customer to export/extract the Customer Data and all their proprietary information, including copies of accounting data, matter data, documents, or workflows, from the Supplier’s database to an industry standard format for import by the Customer to another database. The Supplier retains the option to charge reasonable fees for providing this assistance at the Supplier’s current daily rate at that time.

9. GENERAL PROVISIONS
9.1. During the term of this Agreement and for a period of six (6) months after its termination neither party shall, without the prior written consent of the other, solicit, or permit any Affiliate to solicit, the employment of any person who is employed by the other party in the course of developing, supplying, maintaining or supporting the Licenced Software or any part of it.
9.2. No delay, neglect or forbearance by either party in enforcing its rights under this Agreement shall be a waiver of or prejudice those rights.
9.3. If any part of this Agreement is held unlawful or unenforceable that part shall be struck out and the remainder of this Agreement shall remain in effect.
9.4. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party, except as expressly authorised by the Customer or the Supplier (as the case may be).
9.5. No variation of this Agreement shall be valid and effective unless it is in writing and is signed by or on behalf of each party. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
9.6. The rights and remedies provided to the Parties are cumulative and not exclusive of any rights and remedies provided by law.

10. NOTICES
10.1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
10.2. Any notice or communication made under clause 10.1 shall be deemed to have been received:
a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

11. WARRANTIES 
11.1. The Supplier warrants that the Licensed Software will perform materially as described in the Documentation (“Perform as Described”) during the Initial Term following its installation (the “Warranty Period”).
11.2. If the Licensed Software fails to Perform as Described during the Warranty Period, the liability of the Supplier (and any supplier to the Supplier), and the Customer’s remedy for such failure, shall be limited solely to one of the following (at the Supplier’s election and cost in all respects):
a) replacement of the Licensed Software with a version of the Licensed Software that does perform substantially in accordance with the Documentation; or
b) within the Warranty Period, the return of any Software User Price that The Customer has paid in respect of the Licensed Software.
c) after the Warranty Period, the return of the Software User Price for that Term.
11.3. The Supplier warrants that the client accounting component of our accounts software will at all times during the Term be and remain compliant with the requirements of the Solicitors Regulation Authority, to statutory provisions and all regulatory provisions for client accounts and/or the statutory provisions that govern the operation of client accounts in England and Wales (the “Client Account Requirements”).
11.4. If the Licensed Software is found not to be compliant with the Client Account Requirements, the Supplier shall remedy the non-compliance at the Supplier’s sole cost within ninety (90) days of receipt from The Customer of notice of such failure to comply.
11.5. The Supplier has all necessary consents, licences and authorisations necessary to deliver.
11.6. The Supplier will use all reasonable endeavours to perform its obligations under this agreement.
11.7. Except where specifically provided to the contrary in this Agreement, the Supplier will abide by all applicable laws, standards and best industry practice
11.8. The Supplier warrants that there will be no infringement of a third party’s Intellectual Property Rights by the Customer using the Licensed Software.

12. LIMITATION OF LIABILITY 
12.1. Given that software is inherently complex and may not be completely free of errors, the Customer agrees to make backup copies of important data. The Customer also agrees to take reasonable endeavours to verify that all programs and data are virus free.
12.2. The Supplier’s liability to the Customer is not limited or excluded where and to the extent, such liability cannot be limited or excluded in accordance with applicable law. In all other circumstances, the Supplier will not be liable to the Customer or to any third-party for any costs, expenses, losses and damages incurred in relation to the Licensed Software and/or the Services, whether that liability arises in contract, tort, under statute or otherwise. Without limitation, the Supplier will in no circumstances be liable for any:
a) indirect or consequential losses;
b) loss of profits;
c) loss of revenue; or
d) loss of business opportunity.
12.3. To the extent permissible by applicable law, the Supplier’s aggregate liability, for any cause whatsoever, and regardless of the form of the action, is limited to the amount of fees paid, if any, by the Customer for the Services in the six (6) months immediately preceding the date on which the claim arose.
12.4. The Customer’s total liability to the Supplier in the use of Licensed Software under this Agreement shall not exceed a sum equal to the applicable fees as stipulated in the  applicable Purchase Order Form or otherwise paid or payable by the Customer to the Supplier in respect of the Licensed Software and the Services.  For the avoidance of doubt, this clause shall not affect or limit the Customer’s payment obligations under this Agreement.

13. DATA PROTECTION
In this clause 13 the following definitions shall apply:
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
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);
Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
13.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
13.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor, in each case, where the Supplier is processing personal data on behalf of the Customer pursuant to this Agreement. The Purchase Order Form sets out 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.
13.3. Without prejudice to the generality of clause 13.1, 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.
13.4. Without prejudice to the generality of clause 13.1, 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) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
2. the data subject has enforceable rights and effective legal remedies;
3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
5. the Supplier will not transfer Personal Data to a Third Country, except on the basis of an adequacy regulation as per Article 45 of the UK GDPR , or where the transfer is subject to appropriate safeguards as per Article 46 of the UK GDPR which include binding corporate rules as per Article 47 of the UK GDPR; and
6. Where such transfer cannot be made in accordance with the above and it is necessary to transfer under one of the derogations specified in Article 49 of the UK GDPR, it will not perform such transfer until authorised by the Customer who will determine the specific derogation and that all applicable conditions are met in order to legitimise the transfer.
e) 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;
f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
g) 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

h) maintain complete and accurate records and information to demonstrate its compliance with this clause 13 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.

The Supplier will notify the Customer of the appointment of sub-processors to process the Personal Data on its behalf and allow the Data Controller to object. Sub-processors will only process the Personal Data on the instructions of the Data Processor and the Data Processor will put in place a legal agreement in writing to govern the sub-processing. The Supplier shall at all times remain fully liable to the Customer for the performance of the Sub-processor’s obligations. The Supplier will obtain appropriate assurance from any sub-processors processing the Personal Data, that they will have in place appropriate technical and organisational measures, and all measures pursuant to Article 32 of the UK GDPR, to protect the confidentiality of the Personal Data and to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

14. GENERAL DISCLAIMER
14.1. Without prejudice to the express provisions contained in these Terms and Conditions use of the Licensed Software and all other associated products or services offered by the Supplier is at the Customer’s own risk.  Everything provided to the Customer by the Supplier is “as is” and “as available”, subject to the warranties in clause 11. For the avoidance of doubt, the Supplier does not warrant that the operation of the Licensed Software will be uninterrupted or error free.
14.2. To the maximum extent permitted by applicable law and subject to the warranties in clause 11, the Supplier and its Affiliates, directors, officers, employees, agents, contributors, third party content providers and licensors disclaim all warranties (with the exception of the foregoing warranties in clause 11) and conditions, either express or implied, written or oral, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and warranties arising from a course of dealing, usage or trade practice.

15. GOVERNING LAW AND VENUE
15.1. Any dispute or difference arising from or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be dealt with in accordance with the provisions of this clause 15.
15.2. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice must include reference to this clause 15 and contain reasonable information as to the nature of the dispute.
15.3. The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
a) within fourteen (14) days of service of the notice, an authorised representative of both the Customer and the Supplier shall meet, either in person or via conference, to discuss the dispute and attempt to resolve it;
b) if the dispute remains unresolved following the meeting, the Customer and the Supplier agree to enter into mediation in good faith to attempt to settle such a dispute.
15.4. Until the parties have completed the steps referred to in this clause 15, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration
15.5. This Agreement, and any dispute arising under or in connection with it (including any non-contractual disputes), is governed by the laws of England.
15.6. The exclusive venue for resolving any dispute shall be in England.

16. ASSIGNMENT 
16.1. Neither party shall have the right to delegate, assign or subcontract any obligations they assume pursuant to this Agreement to any person without consent from the other party.

17. ENTIRE AGREEMENT AND MODIFICATIONS
17.1. Both the Supplier and the Customer confirm and acknowledge that:
a) This Agreement shall constitute the entire agreement with respect to the issues covered in this Agreement between the Customer and the Supplier and shall supersede and override all previous communications, either oral or written, between the parties; and
b) No agreement or understanding varying or extending this Agreement shall be binding upon either party unless in writing and signed by both parties.

18. SEVERANCE
18.1. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions or affecting the validity or enforceability of such provisions in any other jurisdiction.

19. FORCE MAJEURE
19.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, provided that the other party is notified of such an event and its expected duration. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If a period of delay or non-performance of  Supplier continues for 6 consecutive weeks or more, the Customer may terminate this Agreement by giving 30 days’ written notice to the Supplier without liability.

20. CONFIDENTIALITY
20.1. For the purposes of this Agreement, “Confidential Information” means any information belonging to either party (or their clients) whether or not arising from this Agreement, acquired in confidence and includes, but is not limited to:
a) the terms of any contract, agreement or business arrangement with third parties;
b) technical, proprietary and operational information, drawings, techniques, processes, trade secrets, know-how, Intellectual Property Rights and related information, methods of working, data and specifications, trade secrets and other commercially valuable information of any kind;
c) third party information disclosed in confidence;
d) accounting data, matter data, documents, schemas or workflows; and
e) all information and materials of a confidential nature created by any employees, contractors, nominees, agents, consultants or advisors (Representatives) of either party.
20.2. Confidential Information does not include information which:
a) at the time of disclosure is already in the public domain;
b) becomes available to the public by any means other than breach of this Agreement by the receiving party;
c) is received by a party from an independent third party who is lawfully in possession and has the power and authority to disclose the information; or
d) is required to be disclosed by law.
20.3. Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by clause 20.4.
20.4. Each party may disclose the other party’s confidential information:
a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 20; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
20.5. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

21. COUNTERPARTS
21.1. This Agreement may be executed electronically by means of “click-through” terms on a website provided by the Supplier for this purpose.
21.2. Where clause 21.1 does not apply, this Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
21.3. Where clause 21.1 does not apply, transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this Agreement.
21.4. No counterpart shall be effective until each party has executed provided to the other at least one executed counterpart.