Terms and Conditions

These Conditions govern the purchase and/or use of Goods and Services from Proxidize Ltd (registered in England with company number 13941330) of 85 Great Portland Street London W1W 7LT UK (“Supplier”) by “you” or the “Customer”.

General terms and terms that relate to all purchases by the Customer from the Supplier, including any purchases of a licence to Software are contained in Part 1. Additional terms relating particularly to a purchase by the Customer of Subscription Services are set out in Part 2. Additional terms relating particularly to a purchase by the Customer of Goods are set out in Part 3.

Descriptions of the Goods (including Installed Software on hardware) that we sell are available on our Website. We may agree to provide you with Services such as Proxies, design, managed services, training, deployment and integration services and will set the details of such Services out on a Service and Software Specification. Our Subscription Plans are accessed via our Website or the Software, and details of the subscriptions on offer are set out on our Website.

These Conditions are supported by and should be read in conjunction with our Privacy Policy, Acceptable Use Policy, and any Order form.

The following definitions and rules of interpretation apply in these Conditions:

Agreement: the agreement between the Supplier and the Customer for the supply of Goods or Services, or Goods and Services in accordance with and incorporating these Conditions.

• Applicable Laws: any of the following under the laws of England and Wales: (i) statute, statutory instrument, bye-law, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal); (ii) legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or (iii) legally binding industry code of conduct or guideline, which relates to this Agreement, the Goods and/or Services.
• Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use any of the Goods, Software, Services and/or the Documentation.
• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Business Hours: the period from 9:00 AM to 5:00 PM local United Kingdom time on any Business Day.
• Charges: means any charges or fees detailed in an Order, including, where applicable, any Subscription Fees and Software Fees.
• Commencement Date: has the meaning given in 2.2.
• Effective Date: in respect of any Subscription Services, the date on which the Initial Subscription Term for the relevant Subscription Plan begins, being the date specified as the effective date in the applicable Order or, if no such date is specified, the date on which the Customer activates that Subscription Plan.
• Conditions: these terms and conditions as amended from time to time in accordance with 16.8.
• Confidential Information: any information (whether written, oral, in electronic form, or in other media) regarding the business of a Party, including without limitation, technical, marketing, sales, financial, employee, planning, Intellectual Property Rights, know-how, trade secrets, processes or any initiatives, and/or any other confidential or proprietary information, and information that the Recipient knew or should have known, under the circumstances, was considered confidential or proprietary by the Discloser, and that is disclosed under or in connection with this Agreement by a Party (the “Discloser”) to the other Party (the “Recipient”) before or after the Commencement Date. Unless otherwise expressly stated in the Agreement, the existence and the terms and conditions of this Agreement will be considered each Party’s Confidential Information.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be interpreted accordingly.
• Consumer Prices Index: the Consumer Prices Index (all items) (United Kingdom).
• Customer: the business purchasing the Goods and/or Services from the Supplier, as detailed in the Order.
• Customer Data: the data input by the Customer, Authorised Users, or the Supplier on the Customer’s behalf, or otherwise generated in connection with the Customer’s use of the Goods, Software and/or Services, for the purpose of using or facilitating the Customer’s use of the Goods, Software and/or Services.
• Customisation: any modifications and developments of the Software and/or Services made pursuant to the Customer’s order to adapt the Software and/or Services to the Customer’s environment.
• Delivery Location: has the meaning given in 22.2.
• Documentation: the documents made available to the Customer by the Supplier online via the Website or such other web address notified by the Supplier to the Customer from time to time which set out a description of the Subscription Services and the user instructions for the Subscription Services.
• Force Majeure Event: has the meaning given to it in 14.
• Goods: the hardware goods (or any part of them) set out in the Order.
• Goods Specification: any specification for the Goods that is agreed in writing by the Customer and the Supplier.
• Initial Subscription Term: the initial term of a subscription to the Services under this Agreement, as set out in the applicable Order or, where the Customer is granted access to Subscription Services without placing an Order, as notified by the Supplier to the Customer at or before the Effective Date.
• Installed Software: software provided as part of the Services installed on Goods purchased from the Supplier.
• Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Managing Authorised User: an Authorised User designated by the Customer to manage Authorised Users’ access to and use of the Services.
• Order: the Customer’s order or online selection for the supply of any Goods, Software and/or Services and/or for access to the Subscription Services (whether on a paid, free, trial, or beta basis), whether submitted through the Website or otherwise, which incorporates the terms of this Agreement.
• Party: the Supplier or the Customer, “Parties” shall be interpreted accordingly.
• Renewal Period: the period described in 12.2.
• Resolution: in each case at the Supplier’s sole discretion: (i) the repair or replacement of an object or executable code version of the Software and/or Services to remedy a Vulnerability; or (ii) the resolution of a Vulnerability by means of a change advised by the Supplier in the procedures to be followed by the Customer to avoid a Vulnerability without significantly impairing performance of the Software and/or Services.
• Proxies: network access points that grant Authorised Users access to a network of devices to browse the internet using different internet protocol addresses, under predefined conditions that may allow access to specific devices, types of devices or locations of devices depending on the selected Services.
• Services: the services, as applicable, provided by the Supplier to the Customer under this Agreement, which may include design, deployment and integration services, training services, maintenance, technical and customer support services, software as a service, on-cloud services, on-premise software services, Proxies, managed services, or Subscription Services (where applicable), as more particularly described in the Order and/or Service and Software Specification.
• Service and Software Specification: the description or specification for the Software and/or Services provided in writing by the Supplier to the Customer, including any Documentation.
• Software: the software applications licensed by the Supplier to the Customer, accessed via the Website or any other means or website notified to the Customer by the Supplier from time to time. Any references to Software in relation to: (i) any disclaimer or limitation of liability; (ii) the Supplier’s rights; or (iii) the Customer’s obligations, shall be deemed to include Installed Software.
• Software Fees: the Charges payable for the licence to the Software provided under Part 1 of these Conditions.
• Subscription Fees: the subscription fees payable by the Customer to the Supplier for any paid Subscription Plans, as set out in the applicable Order.
• Subscription Plans: the paid Subscription Plans that are purchased and the free Subscription Plans that are selected by the Customer pursuant to clause 17.1, which entitle Authorised Users to access and use the Subscription Services and the Documentation in accordance with this Agreement.
• Subscription Services: the subscription-based services provided by the Supplier to the Customer under this Agreement, giving the Customer and its Authorised Users access to the Proxies, Software and related features and functionality as described in the Order and the Documentation.
• Subscription Term: has the meaning given in 12.2 (being the Initial Subscription Term together with any subsequent Renewal Periods).
• Support: the Supplier's provision of support, including providing any Resolutions to Vulnerabilities, in relation to the Software and/or Services, as further set out in clause 3.8.
• Supplier: Proxidize Ltd, registered in England and Wales with number 13941330, with its registered address at 85 Great Portland Street, London W1W 7LT, UK.
• Supplier Materials: has the meaning given in 4.1(g).
• UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
• Virus: any thing or device (including any software, code, file, or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering, or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, and other similar things or devices.
• 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 confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
• Warranty Period: has the meaning given in 23.1.
• Website: proxidize.com, its subdomains or such other website that the Supplier uses to deliver the Software and/or Services as updated from time to time.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

• A reference to a Party includes its successors and permitted assigns.
• A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
• Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
• A reference to writing or written excludes fax but not email.
• Any references to clauses are references to clauses of these Conditions.
• Clause, Part, Schedule and paragraph headings shall not affect the interpretation of these Conditions.

2.1 An Order constitutes an offer by the Customer to purchase Goods, Services and/or a licence to use the Software, or otherwise obtain access to the Software or Services (including on a free, trial, or beta basis), in accordance with these Conditions.

2.2 An Order shall only be deemed to be accepted when the Supplier issues a written order confirmation to the Customer or otherwise confirms acceptance of the Order in writing, at which point and on which date a contract governed by these Conditions shall come into existence (the “Commencement Date”). Without prejudice to the foregoing, where the Customer registers for, or is otherwise granted, access to any Goods, Software or Services on a free, trial, or beta basis without placing an Order, a contract governed by these Conditions shall come into existence when the Supplier first makes such Goods, Software or Services available to the Customer, or when the Customer first accesses or uses them (whichever occurs earlier), and such date shall be the Commencement Date.

2.3 The Customer acknowledges and agrees that the Goods, Software and Services are intended for business use only. By entering into this Agreement, the Customer represents and warrants that it is acting for purposes relating to its trade, business, craft, or profession and is not entering into this Agreement as a consumer. If the Customer is a consumer, it must not submit an Order or use the Goods, Software or Services under this Agreement.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Software and/or Services contained in the Supplier's website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods, Software and/or Services described in them. They shall not form part of the Agreement nor have any contractual force.

2.5 These Conditions are incorporated into every Order made and are to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is valid for a period of twenty (20) Business Days from its date of issue (or such other period as indicated on it).

2.7 All of these Conditions shall apply to the supply of Goods, Services and Software except where application to one or the other is specified.

2.8 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.9 If there is any conflict between these Conditions and the terms of an Order or any Service and Software Specification, the conflict shall be resolved in the following order of precedence: (a) the Order; (b) the Service and Software Specification; and (c) these Conditions.

3.1 The Supplier shall use its commercially reasonable endeavours to ensure that the Software operates in accordance with the Service and Software Specification in all material respects. The Supplier's obligations under this clause shall not apply to the extent of any non-conformance which is caused by use of the Software contrary to the Supplier's instructions or the Service and Software Specification, or modification or alteration of the Software by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Software does not conform with the terms set out in these Conditions, Supplier will use reasonable commercial endeavours to correct any such non-conformance, subject to clause 3.8. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in this clause.

3.2 The Supplier shall use its commercially reasonable endeavours to provide the Services to the Customer in accordance with the Service and Software Specification in all material respects. The Supplier's obligations under this clause 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 the Service and Software Specification, 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 set out in these Conditions, Supplier will use reasonable commercial endeavours to correct any such non-conformance, subject to clause 3.8. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in this clause.

3.3 The Supplier:

does not warrant that:

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

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

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

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 Software, Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

3.5 The Supplier reserves the right to amend the Service and Software Specification if necessary to comply with any Applicable Laws, or if the amendment will not materially affect the nature or quality of the Software and/or the Services, and the Supplier shall notify the Customer in any such event.

3.6 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 the same or similar to those provided under this Agreement.

3.7 Any dates in the Order or Service and Software Specification shall be estimates only and time shall not be of the essence for the performance of the Supplier’s obligations.

3.8 Support.

The Supplier will provide Support for the Subscription Term only where applicable.

• Support is only available in English, and is provided in accordance with directions set out on the Website.
• The Supplier will log all Vulnerabilities with the Software and/or Services reported by the Customer in accordance with the procedure set provided by the Supplier. Upon identification of any Vulnerability, Customer shall provide the Supplier with enough information to reproduce the Vulnerability. If the Supplier is unable to reproduce the Vulnerability, the Supplier will request a second sample. If the Supplier is still unable to reproduce the Vulnerability from this second sample, then the Supplier will close the reported Vulnerability. The Supplier will notify the Customer as soon as possible if it determines that no Vulnerability exists or if the Supplier is unable to reproduce the reported Vulnerability. All Resolutions shall only be implemented during planned downtime which is normally outside of a Business Day. The Supplier shall provide Support by replicating the Vulnerability, and as such, Customer shall not submit any Confidential Information (including any personal data) that has or should have been submitted to the Software and/or Services. The Supplier accepts no responsibility or liability for any such receipt or use of such information by the Supplier.
• The Supplier shall use its commercially reasonable efforts to respond to a Vulnerability within a reasonable time and resolve the Vulnerability and implement a Resolution, in each case commensurate with the Vulnerability.
• The provision of Support is contingent on the Customer’s compliance with the following additional obligations:

(i) Authorised Users shall be competent users of the Software and/or Services;

(ii) the Customer shall provide the Supplier with sufficient documentation, data, details, and assistance with respect to any reported Vulnerabilities so as to enable the Supplier to reproduce and verify the reported Vulnerability;

(iii) the Customer shall assist the Supplier to diagnose and correct reported Vulnerabilities by providing: (a) all relevant documentation and records, including sample output and other diagnostic information; and (b) interaction with personnel who have authority to implement remedial actions as instructed by the Supplier. The Customer acknowledges that failure to provide such assistance will affect the Supplier’s ability to provide a Resolution.

the Supplier shall have no obligation to provide Support in connection with any Vulnerability, questions or problems that arise from: (i) use of the Software and/or Services in a manner other than described in the Service and Software Specification; (ii) the negligence or intentional misconduct of any Authorised User; or (iii) failure by Customer to implement reasonable recommendations in respect of or solutions to Vulnerabilities previously advised by the Supplier.

• Provision of Support is the Supplier’s sole obligation, and Customer’s sole remedy, with respect to the Support of the Software and/or Services. The Supplier shall have no other liability or obligation to Customer with respect to any Vulnerabilities or other real or perceived problems with the Software and/or Services.

4.1 The Customer shall:

ensure that (i) the terms of the Order, and (ii) all information it provides in the Order or otherwise to the Supplier, are complete and accurate;

• co-operate with the Supplier in all matters relating to the Software and/or Services;
• provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Software and/or Services;
• provide the Supplier with such cooperation, information and materials as the Supplier may reasonably require in order to supply the Software and/or Services, and ensure that such information is complete and accurate in all material respects;
• obtain and maintain all necessary licences, permissions and consents which may be necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, or which may be required for the use of the Goods, Software, Services, and/or Subscription Plans before the date on which the Services are to start;
• comply with all Applicable Laws, including health and safety laws;
• keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
• ensure that the Authorised Users use the Goods, Software, Services, and the Documentation, as applicable, in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement (as in force from time to time) and for any act or omission of the Authorised User as if it was the act or omission of the Customer;
• comply with any additional obligations as set out in the Service and Software Specification or the Goods Specification or both; and
• not and shall procure that its Authorised Users do not, access or use the Goods and Software and/or Services in any jurisdiction in which the provision of such Goods and Software and/or Services is prohibited under the Applicable Laws (a “Prohibited Jurisdiction”), and the Customer will not provide access to the Goods, Software and/or Services to any government, entity, or individual located in a Prohibited Jurisdiction. The Customer represents and warrants that:

(i) it and its Authorised Users are not named on any government list of persons prohibited from receiving exports, or transacting with any person;

(ii) it and its Authorised Users are not a national of, or a company registered in, any Prohibited Jurisdiction;

(iii) the Customer will not permit its Authorised Users to access or use the Goods, Software and/or Services in violation of any applicable export embargoes, prohibitions or restrictions; and

(iv) the Customer and its Authorised Users will comply with all Applicable Laws regarding the transmission of technical data exported and the laws of any country in which Customer, its employees, and the Authorised Users are located.

where applicable, ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;

• be, where applicable and 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;
• 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;
• permit the Supplier or the Supplier's designated auditor to audit the Software and/or Services and the Customer's system and 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; and
• ensure that all communications by or on behalf of the Customer (including by any Authorised User) with the Supplier or its personnel in connection with the Goods, Software and/or Services, including via email, live chat, support tickets, social media or any other channel, are professional and respectful and do not include profanity or abusive, threatening, harassing or discriminatory language.

4.2 In relation to the Authorised Users, the Customer warrants and undertakes that:

the maximum number of Authorised Users that it authorises to access and use, where applicable, the Software and/or Services shall not exceed the number of Authorised Users for which it has purchased, where applicable, the Software and/or Services;

• it will not allow or suffer any Authorised User subscription to be used by more than one individual Authorised User;
• each Authorised User keeps a secure password for their use of the Software and/or Services, and that each Authorised User shall keep their password confidential;
• it will maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within thirty (30) calendar days of the Supplier’s written request; and
• any usernames, account names, profile names, device names and other identifiers used in connection with the Goods, Software and/or Services, and any contact details (including email addresses) provided by or on behalf of the Customer, shall not contain profanity, hate speech or other offensive or inappropriate language, as determined by the Supplier acting reasonably.

4.3 The Customer shall not, and shall procure that any Authorised User does not:

access, store, distribute or transmit any material during the course of its use of the Software and/or Services that:

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

(ii) facilitates illegal activity;

(iii) depicts sexually explicit images;

(iv) promotes unlawful violence;

(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or other protected characteristics; or

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

(vii) contains profanity or other abusive, threatening, bullying, harassing or otherwise disrespectful language (including towards the Supplier, its personnel, other customers or any third party);

except as may be allowed by any Applicable Laws which are 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 Services 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 and/or Services;

access all or any part of the Software and/or Services in order to build a product or service which competes with the Software and/or Services;

• use the Software and/or Services to provide services to third parties;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Software and/or Services available to any third party except the Authorised Users;
• attempt to obtain, or assist third parties in obtaining, access to the Software and/or Services; or
• introduce or permit the introduction of any Virus into the Software, Services or the Supplier's network and information systems, or exploit any Vulnerability of the Software and/or Services.
• tamper with, alter or otherwise interfere with any hardware, network or device identifiers of any equipment used with the Goods, Software and/or Services (including ICCID, SIM identifiers, MAC addresses, IMEI numbers, hardware IDs (HWIDs), serial numbers or any equivalent identifiers). Any such action shall constitute a material breach of this Agreement and shall entitle the Supplier to suspend or terminate the provision of the Goods, Software and/or Services (in whole or in part) immediately on written notice.

4.4 If the Supplier's performance of any of its obligations under the Agreement is prevented, affected or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services and/or any licence to the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

• the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this 4.4; and
• the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5.1 The Customer shall designate an adequately trained and qualified employee as the Managing Authorised User to manage the access and use by the Authorised Users of the Software and/or Services. The Customer shall notify the Supplier immediately when the Managing Authorised User changes or when the Managing Authorised User terminates its employment with the Customer.

5.2 The Supplier may make access to any of the Software and/or Services, including but not limited to any functionality that allows the Customer or any Authorised User to connect to, access or use any financial institution or payment service provider (including, without limitation, PayPal, Stripe, and other banks or financial institutions) via the Goods, Software and/or Services, conditional on the completion of a Know Your Customer (KYC) process. The Supplier may require that the Managing Authorised User and, where reasonably necessary, any other representative, beneficial owner or Authorised User of the Customer undergo a KYC process with a third-party provider appointed by the Supplier. The Supplier may require that any KYC process is repeated and/or updated at any time to comply with Applicable Laws or the requirements of such third-party provider. Any failure of the Managing Authorised User or any other required person to undergo or complete the KYC process will prevent the Customer and its Authorised Users from being able to fully utilise all of the Software and/or Services, including any access to financial institutions and payment service providers via the Goods, Software and/or Services. In such circumstances, the Customer acknowledges and agrees that the Charges payable to the Supplier will remain the same and that the Supplier shall have no liability for any resulting unavailability or limitation of the Software and/or Services. Any KYC process is provided by an independent third-party provider of KYC services and the Supplier shall not be liable in respect of any such KYC process.

5.3 All payments of Charges in cryptocurrency or other digital assets by or on behalf of the Customer shall be subject to KYC requirements. Following receipt of any such payment, the Supplier shall require the Customer (and, where required, its relevant representatives and beneficial owners) to complete any KYC process required by the Supplier or its third-party providers. If the Customer fails to complete such KYC to the Supplier’s satisfaction within a reasonable period, the Supplier may suspend or restrict access to the Services and may require the Customer to settle any outstanding or future Charges in fiat currency or by any other payment method accepted by the Supplier in accordance with this Agreement. For the avoidance of doubt, the Customer’s obligation to pay the Charges shall remain in full force and effect, and any refund of cryptocurrency or other digital assets (where applicable) shall be conditional upon successful completion of such KYC.

6.1 The Charges due and payable to the Supplier shall be detailed in the Order.

6.2 If the Customer purchases a licence to use the Software and/or any Services, the applicable Software Fees and/or other Charges shall be payable on the Commencement Date and thereafter on a monthly or annual basis, or as otherwise set out in the applicable Order.

6.3 Unless expressly provided otherwise in these Conditions, the Customer shall pay each invoice submitted by the Supplier:

immediately on the date of the invoice or as specified in the Order;

• in full and in cleared funds to a bank account, digital wallet or other payment destination nominated in writing by the Supplier, and

time for payment shall be of the essence of the Agreement.

6.4 The Supplier may increase the Charges for the Services (including Subscription Fees) and/or the Software Fees at the start of each Renewal Period by a reasonable amount as determined by the Supplier, on not less than thirty (30) days’ prior written notice to the Customer, or as otherwise specified in the Order.

6.5 All amounts payable by the Customer under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) or any other duty or taxes. Where any taxable supply for VAT purposes is made under the Agreement by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services, Software or Goods at the same time as the Charges due.

6.6 If the Customer fails to make a payment due to the Supplier under the Agreement by the due date, then, without limiting the Supplier's remedies under clause 12 or any other rights or remedies available to the Supplier:

the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 6.6 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%; and

• the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Software and/or Services (including licences relating to Software and any Subscription Services) and the Supplier shall be under no obligation to provide any or all of the Software and/or Services while the invoice(s) concerned remain unpaid.

6.7 The Customer shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.8 All Charges stated or referred to in this Agreement:

shall be payable in United States Dollars or in such other fiat currency or payment method (including any cryptocurrency or digital asset) as the Supplier may agree in an Order, in each case subject to any KYC requirements set out in clause 5;

• are, subject to clause 11.6 and clause 6.9, non-cancellable and non-refundable; and
• are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

6.9 Money-back guarantee:

Notwithstanding clause 6.8(b), and subject to clauses 6.9(b) to 6.9(g), the Supplier may offer the Customer a thirty (30) day money-back guarantee in respect of Charges for Subscription Services, unless and to the extent that the applicable Order expressly provides otherwise.

• The Customer must request any refund under this money-back guarantee in writing within thirty (30) days of the start of the relevant Subscription Term as set out in the Order.
• This money-back guarantee applies only where, as at the time the refund request is made, the Customer has not used more than ten (10) gigabytes (GB) of data on any individual Proxy or in aggregate across all Proxies associated with the Customer’s account.
• In addition, this money-back guarantee is available in respect of a maximum of two (2) refund requests per Customer account. Once the Supplier has granted two refunds to the Customer under this money-back guarantee, the Customer shall not be entitled to any further refunds under this clause 6.9.
• The Supplier may refuse to grant any refund under this money-back guarantee where it reasonably suspects fraud, misuse, or abuse of this money-back guarantee or the Subscription Services, or otherwise reasonably considers that the Customer is acting in bad faith.
• Where any Charges were paid in cryptocurrency or other digital assets, any refund of such amounts under this money-back guarantee shall be conditional upon the Customer (and, where required, its relevant representatives and beneficial owners) successfully completing any KYC process required by the Supplier or its third-party providers.
• The Supplier shall not be obliged to provide a refund where the conditions in this clause 6.9 are not satisfied. For the avoidance of doubt, nothing in this clause 6.9 affects any statutory rights that cannot lawfully be excluded.

7.1 All Intellectual Property Rights in or arising out of or in connection with the Software, Goods, Services, or Service and Software Specification are owned by the Supplier (or its licensors). Except as expressly stated herein, this Agreement does not grant to the Customer any rights or licences in respect of the Supplier’s (or its licensors) Intellectual Property Rights. Nothing in this Agreement shall be construed as transferring the ownership in Intellectual Property Rights of the Supplier (or its licensors) to the Customer.

7.2 Subject to the Customer complying with the Agreement and including paying all Charges when due, and procuring that anyone accessing the Software and/or Services on its behalf or using its access details complies with its terms, the Supplier shall grant to the Customer, or shall procure the grant to the Customer of, non-exclusive, revocable licence during the term of the Agreement and in the territory specified in the Order, to use the Software for its internal business purposes.

7.3 The Customer shall not sub-license, assign, or otherwise transfer the rights granted by 7.2.

7.4 The Customer shall own all right, title, and interest in and to all Customer Data (including any personal data comprised in the Customer Data), and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all Customer Data. The Customer grants the Supplier a non-exclusive, royalty-free, transferable (as required for the provision of the Software and/or Services) licence, for the term of the Agreement, to use, copy, and modify any Customer Data for the purpose of providing the Software and/or Services to the Customer and otherwise in accordance with this Agreement.

7.5 The Customer grants the Supplier a worldwide, perpetual, royalty-free, irrevocable licence to use its name, commercial name, trade marks (including logo marks), and making reference to their business relationship, for marketing the Supplier’s business, including by their use on the Website, unless otherwise stated in the Order form.

7.6 The Supplier confirms that it has all the rights in relation to the Software (or, where applicable, Services and/or Documentation) that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

7.7 If the Customer orders in the Order any Customisation, the Supplier (or its licensors) remains the owner of the Customisation and any Intellectual Property Rights. The Supplier will grant to the Customer a non-exclusive, non-transferable, and non-sublicensable licence to the Customisation as necessary for the Customer’s use of any Customisation with the Software and/or Services for its internal business purposes.

8.1 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 Goods, Software, Services and/or Documentation, provided that:

the Customer is given prompt notice of any such claim;

• the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
• where possible, the Customer is given sole authority to defend or settle the claim.

8.2 Subject to the liability limits set out in clause 11, the Supplier shall defend the Customer, its officers, directors, and employees against any claim that the Customer's use of the Goods, Software, Services or Documentation in accordance with this Agreement infringes any Intellectual Property Rights of a third party for any amounts awarded against the Customer in final judgment or settlement of such claims, provided that:

the Supplier is given prompt notice of any such claim;

• 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
• the Supplier is given sole authority to defend or settle the claim.

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

8.4 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 modification of the Goods, Software, Services or Documentation by anyone other than the Supplier;

• the Customer's use of the Goods, Software, Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier;
• the Customer's use of the Goods, Software, Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or
• the Customer's breach of this Agreement.

8.5 The foregoing states 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.

9.1 The following definitions apply in this 9:

controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical and organisational measures: as defined in the Data Protection Legislation; and

• 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 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (*SI 2003/2426*) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a Party.

9.2 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This 9 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.

9.3 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Parties are independent controllers of any personal data shared between them.

9.4 To the extent that any processing of personal data is carried out by one Party as a data processor acting on behalf of the other Party as data controller, the provisions of the standard contractual clauses annexed to Commission Implementing Decision (EU) 2021/915 of 4 June 2021 on standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 and Article 29(7) of Regulation (EU) 2018/1725 shall apply and are incorporated into this Agreement by reference, with the following optionality: Clause 5 (Docking) shall not apply; in Clause 7.7(a) (Use of sub-processors), option 2 (General written authorisation) shall apply with a fourteen (14) day time period; and, in each case where there is an option between Regulation (EU) 2016/679 and Regulation (EU) 2018/1725, Regulation (EU) 2016/679 shall apply. If the transfer of personal data contemplated requires appropriate safeguards for a restricted transfer, then the provisions of the standard contractual clauses annexed to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 shall instead apply, with the same optionality (mutatis mutandis). The Parties shall record in writing the Annex information as it applies to the processing in question.

9.5 The Supplier may, at any time on not less than thirty (30) days' notice, revise this 9 by replacing it with any applicable clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Agreement).

10.1 The Recipient undertakes that it shall not at any time during the Agreement, and for a period of five (5) years after termination or expiry of the Agreement, disclose to any person any Confidential Information, except as permitted by 10.2.

10.2 The Recipient may disclose the other Party's Confidential Information:

to its employees, officers, representatives, contractors or subcontractors or advisers (“Representatives”) who need to know such information for the purposes of exercising the Recipient's rights or carrying out its obligations under or in connection with the Agreement. The Recipient shall ensure that its Representatives to whom it discloses the Confidential Information comply with this 10 and are bound by confidentiality obligations substantially similar to those set out under this 10. The Recipient shall be liable for any act or omission of its Representatives as if they were the acts or omissions of the Recipient;

• as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority; and
• pursuant to clause 7.5.

10.3 The Recipient shall at all times:

not use the Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement

• keep the Confidential Information secret and will only disclose it in the manner and to the extent expressly permitted by this 10;
• only make such copies, summaries, extracts, transcripts, notes, reports, analyses and recordings (in any form of media) that use, contain or are based on (or derived from) Confidential Information as are strictly necessary to perform its obligations and exercise its rights under the Agreement; and
• keep the Confidential Information safe and secure and apply to it documentary and electronic security measures that match or exceed those the Recipient operates in relation to its own confidential information and shall never exercise less than reasonable care.

10.4 The Recipient’s obligations under this 10 shall not apply to Confidential Information which:

the Discloser agrees in writing is not Confidential Information;

• at the time of disclosure was in the public domain or subsequently enters into the public domain other than as the direct or indirect result of a breach of this 10 by the Recipient or any of the Recipient’s Representatives;
• has been received by the Recipient (or one of the Recipient’s Representatives) at any time from a third party in good faith, and who, to the Recipient’s knowledge, did not acquire it in confidence and is free to make it available to the Recipient (or the relevant Representative);
• was independently developed by the Recipient (or one of the Recipient’s Representatives) as a result developments undertaken without reference to, and by staff members who did not have access to, the Confidential Information; or
• was already lawfully in the possession of the Recipient prior to its disclosure by the Discloser.

10.5 On termination or expiry of the Agreement, or on request of the Discloser, the Recipient shall, to the extent reasonably practicable, return or destroy all documents and materials containing the Discloser’s Confidential Information (excluding any copies it is required to retain by law or for legitimate internal record-keeping), and any such retained Confidential Information shall remain subject to the obligations in this clause 10.

11.1 Except as expressly and specifically provided in this Agreement:

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 loss or 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 Software and/or Services, or any actions taken by the Supplier at the Customer's direction;

• all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by the Applicable Laws, excluded from this Agreement; and
• the Software, Services and the Documentation are provided to the Customer on an "as is" basis.

11.2 The Supplier has obtained insurance cover in respect of certain aspects of its own legal liability. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

11.3 References to liability in this 11 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.4 Neither Party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

11.5 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:

death or personal injury caused by negligence;

• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
• defective products under the Consumer Protection Act 1987.

11.6 Subject to 11.4 and 11.5, the Supplier's total liability to the Customer relating to the Agreement (whether these Conditions, or any other document incorporated into this Agreement) occurring within any Contract Year shall not exceed the Cap.

11.7 In 11.6:

Cap. The Cap is a sum equal to one hundred per cent (100%) of the Total Charges in the Contract Year in which the breaches occurred;

• Contract Year. A Contract Year means a 12-month period commencing with the Commencement Date or any anniversary of it; and
• Total Charges. The Total Charges means all sums paid by the Customer and all sums payable under the Agreement in respect of Goods and Services actually supplied by the Supplier, whether or not invoiced to the Customer.

The Caps on the Supplier's liability under 11.6 shall be reduced by amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

11.8 This 11.8 sets out specific heads of excluded loss for which the Supplier shall not be liable:

Subject to 11.4 and 11.5, 11.8(b) excludes specified types of loss.

• The following types of loss are wholly excluded:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill; and

(vii) indirect or consequential loss.

11.9 The Supplier has given commitments as to compliance of the Goods, Software and Services with relevant specifications in 23 and 3. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

11.10 This clause 11 shall survive termination or expiry of the Agreement.

12.1 This Agreement shall come into effect on the Commencement Date and persist unless otherwise terminated as provided in this 12.

12.2 Where the Order includes the supply of Subscription Services, the Initial Subscription Term shall commence on the date on which the Customer activates their Subscription Plan, and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed on a monthly or annual basis, as specified in the Order (each a Renewal Period), unless:

either Party notifies the other Party, in writing, of termination: (i) before the end of the Initial Subscription Term or any Renewal Period, if and to the extent this is permitted by the terms of the applicable Order; or (ii) otherwise in accordance with the terms of the applicable Order, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

• otherwise terminated in accordance with the provisions of this Agreement,

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

For the avoidance of doubt, including where the Customer pays the Subscription Fees on a monthly basis, termination can only be effective at the end of the Initial Subscription Term or a Renewal Period. If the Customer gives notice under clause 12.2(a) above, the Supplier may immediately or at any time thereafter charge the Customer for any Subscription Fees that are then unpaid that will fall due before the effective date of termination, and the Customer authorises the Supplier to debit any stored payment method for this purpose and issue an invoice.

12.3 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:

the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default for a period of five (5) days after being notified in writing to make such payment, or such other period as is specified in the applicable Order;

• 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 fourteen (14) days after being notified in writing to do so;
• 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;
• 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;
• the other Party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
• an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company, partnership or limited liability partnership);
• 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;
• a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
• a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and such attachment or process is not discharged within fourteen (14) days;
• 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 12.3(c) to clause 12.3(j) (inclusive);
• the other Party suspends or ceases carrying on all of its business; or
• 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.

12.4 On termination of this Agreement for any reason:

all licences granted by the Supplier under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

• each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party;
• the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than (10) 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 thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all 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
• 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.

13.1 On termination of the Agreement:

the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Software, Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

• the Customer shall return all of the Supplier Materials and any Software or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.

13.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations and liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

13.3 Any provision of the Agreement that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

Neither Party shall be in breach of the 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 (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three (3) months, the Party not affected may terminate the Agreement by giving thirty (30) days' written notice to the affected Party.* *This clause 14 does not apply to any payment obligations under the Agreement.

The Customer acknowledges that the Software and/or 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 Software and/or Services.

The Supplier may use third-party providers (including payment processors, KYC providers and other service providers) in connection with the provision of the Goods, Software and/or Services. The Supplier remains responsible for the performance of its obligations under this Agreement, but shall not be responsible for any separate agreement or terms between the Customer and any such third-party provider.

The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any or all of its rights and obligations under the Agreement.

• The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under the Agreement.

Any notice given to a Party under or in connection with the Agreement shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the Party to be served:

Supplier: as set out on the Website

Customer: as provided in the Order

Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

• This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.3 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part provision of the Agreement is deemed deleted under this 16.3, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

Except as set out in 2.7, 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.

• 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.

16.5 No Partnership or Agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.

16.6 Entire Agreement.

The Agreement constitutes the entire agreement between the Parties.

• Each Party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

• The rights of the Parties to rescind or vary the Agreement are not subject to the consent of any other person.

16.8 Variation. Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is agreed in writing by the Parties (or their authorised representatives).

16.9 Governing law. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

16.10 Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

When the Customer purchases Subscription Services, Part 1 and this Part 2 shall apply.

17.1 Subject to the Customer purchasing or otherwise being granted access to a Subscription Plan (including any free, trial or promotional subscription) in accordance with this Part 2, the restrictions set out in this 17 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, revocable, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Subscription Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

17.2 In relation to the Subscription Plan, the Customer undertakes that:

where applicable, the maximum number of pieces of hardware that it connects to access and use the Subscription Services and the Documentation shall not exceed the number in the Subscription Plan it has purchased from time to time;

• it shall procure that all Authorised Users comply with this Agreement;
• it shall permit the Supplier or the Supplier's designated auditor to audit the Subscription Services and the Customer's system and 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; and
• if any of the audits referred to in clause 17.2(c) 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 as calculated in accordance with the prices set out in applicable Order within ten (10) Business Days of the date of the relevant audit.

17.3 The Customer shall prevent any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

17.4 The rights provided under this 17 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

The Customer may purchase additional Subscription Plans in excess of the number set out in the Order by entering into a new Order, unless the Parties agree otherwise in writing.

19.1 The Supplier shall, during the Subscription Term, provide the Subscription Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

19.2 The Supplier shall use commercially reasonable endeavours to make the Subscription Services available twenty-four (24) hours a day, seven (7) days a week, except for:

any scheduled maintenance, in respect of which the Supplier shall use reasonable endeavours to give the Customer prior notice; and

• any emergency or unscheduled maintenance, provided that the Supplier uses reasonable endeavours to minimise the duration and impact of such maintenance; and
• any period of unavailability to the extent caused by (i) an inadvertent error, (ii) a Force Majeure Event, or (iii) any failure, malicious act, misconfiguration, internal or third-party outage or other issue, during which the Supplier shall use commercially reasonable endeavours to restore the availability of the Subscription Services.

20.1 The Customer shall pay the Subscription Fees to the Supplier for the Subscription Services in accordance with clause 6, this 20 and the applicable Order and the Charges related to Support as set out in the applicable Order.

20.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit or debit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

its credit or debit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term;

(ii) subject to 12, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; and

(iii) otherwise in accordance with the Order as it relates to Subscription Fees;

its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii) subject to 12, at least thirty (30) days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period or as specified in the Order,

and the Customer shall pay each invoice immediately upon receiving the invoice or as specified in the Order.

20.3 If, at any time whilst using the Subscription Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage Charges. The Supplier's current excess data storage Charges as at the Effective Date are set out in the applicable Order.

20.4 The Supplier may increase the Subscription Fees and/or other Charges payable pursuant to 20.3 at the start of each Renewal Period upon thirty (30) days' prior notice to the Customer, and the applicable Order shall be deemed to have been amended accordingly.

When the Customer purchases Goods, Part 1 and this Part 3 apply.

21.1 The Goods are described in the Supplier's catalogue as available from time to time on the Website.

21.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

22.1 The Supplier shall ensure that:

each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

• it states clearly on the delivery note any requirement for the Customer to return any packaging material to the Supplier. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

22.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the Parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

22.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

22.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

22.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

23.1 The Supplier warrants that on delivery, and for either (1) a period of twelve (12) months from the date of delivery or (2) such other period as is specified in the Order form (the Warranty Period), the Goods shall:

conform in all material respects with their description and any applicable Goods Specification;

• be free from material defects in design, material and workmanship;
• be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• be fit for any purpose expressly held out by the Supplier.

23.2 Subject to 23.3, if:

the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in 23.1;

• the Supplier is given a reasonable opportunity of examining such Goods; and
• the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

23.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in 23.1 if:

the Customer makes any further use of such Goods after giving a notice in accordance with 23.2;

• the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
• the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
• the Customer alters or repairs such Goods without the written consent of the Supplier;
• the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
• the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

23.4 Except as provided in this 23, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in 23.1.

23.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

24.1 The risk in the Goods shall pass to the Customer on completion of delivery.

24.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cleared funds) for the Goods and any other goods, software or services (whether the Software and/or Services under this Agreement or other services) that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

25.1 The price for Goods:

shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of the order; and

• shall be inclusive of all costs and charges of packaging, insurance, transport of the Goods.

25.2 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

• any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
• any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

25.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time after accepting the Order. 25.4 Except to the extent it conflicts with this clause 25, clause 6 applies to the purchase of Goods.