SUBSCRIPTION AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

Who we are and what this Agreement does

We, Inbond Limited (CRN: 04759881), InBond Document Management Ltd (CRN: 06950337) and InBond Holdings (NE) Limited (CRN: 09077340) each of whose registered offices are at Northshore Logistics Centre, Malleable Way, Stockton-On-Tees, Cleveland, TS18 2QX license to you (the person, company, firm or other legal entity that agrees to subscribe to the Service via the Mobile App and/or the Website App) to use:

·         (if access is being given via the Mobile App) the mobile application software, the data supplied with the software and any updates or supplements to it Google play or Apple app store;

·         (if access is being given via the Website App) the software, the data supplied with the software and any updates or supplements to it made available at or via www.fulfilment.inbond.com (our site) (Website App);

(together, the Mobile App and the Website App being referred to as the Apps)

·         The Documentation (as more particularly defined in clause 19 below); and

·         The service you connect to via the Apps and the content we provide to you through them (the Service as more particularly defined in clause 19 below),

as permitted in, and in accordance with, the terms and conditions contained herein (this Agreement). Further details of this licence are contained in clause 1 below.

The definitions and rules of interpretation in clause 19 and contained throughout this Agreement apply in this Agreement.

Your privacy

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://fulfilment.inbond.com/privacy-policy.aspx  (Privacy Policy) and it is important that you read that information. By agreeing to this Agreement, you are also confirming that you have read, understood and agree to our Privacy Policy.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Apps, our site or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Operating system requirements for the App

The Mobile App requires an Android or iOS device with a minimum of 2Gb of memory and system Android 7.0+ or iOS 9+

Support and how to tell us about problems

Support and contacting us. If you want to learn more about this Agreement, the Apps, our site, the Documentation and/or the Service or have any problems using them please contact us. If you think the Apps, our site, the Documentation and/or the Services are faulty or misdescribed or wish to contact us for any other reason please contact us. You can contact us by email at fulfilment@inbond.com or by telephone on 01642 610950.

How we will communicate with you. If we have to contact you we will do so by email, by SMS, by telephone or by pre-paid post, using the contact details you have provided to us.

How you may use the Service

In return for your agreeing to comply with this Agreement you may:

·         Access, download or stream (as applicable) the Apps onto your device and view, use and display the Apps and the Service on such device;

·         use any Documentation to support your permitted use of the Apps, our site and/or the Service; and

·         receive and use any free supplementary software code or updates incorporating "patches" and corrections of errors as we may provide to you.

Changes to these terms

We may need to change this Agreement to reflect changes in law or best practice or to deal with additional features which we introduce.

We will give you at least 14 days’ notice of any change with details of the change or notifying you of a change when you next use the Apps or our site.

If you do not accept the notified changes you will not be permitted to continue to use the Apps and the Service.

Update to the Apps and changes to the Service

From time to time we may automatically update the Apps and/or change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the Apps for these reasons.

If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Apps and/or the Service.

If someone else owns the device you are using

If you access, download or stream (as applicable) the Apps onto any device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the device.

We may collect technical data about your device

By using the Apps or the Service, you agree to us collecting and using technical information about the devices you use the Apps on and related software, hardware and peripherals to improve our products and to provide the Service to you.

We may collect location data (but you can turn location services off).

We are not responsible for other websites you link to

The Apps and the Service may contain links to other independent websites or applications which are not provided by us. Such independent websites and applications are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent websites or applications, including whether to buy any products or services offered by them.

Licence restrictions

You agree that you will:

·         not rent, lease, sub-license, loan, provide, or otherwise make available, the Apps, our site, the Documentation or the Service in any form, in whole or in part to any person without prior written consent from us;

·         not copy the Apps, our site, the Documentation or the Service, except as part of the normal use of the Apps, our site, the Documentation or the Service or where it is necessary for the purpose of back-up or operational security;

·         not translate, merge, adapt, vary, alter or modify, the whole or any part of the Apps, our site, the Documentation or the Service nor permit the Apps, our site, the Documentation or the Service or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Apps, our site, the Documentation and the Service on devices as permitted in these terms;

·         not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Apps, our site, the Documentation or the Service nor attempt to do any such things; and

·         comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Apps, our site, the Documentation or the Service.

Acceptable use restrictions

You must:

·         not use the Apps, our site, the Documentation or the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Apps, our site, the Documentation or the Service or any operating system;

·         not infringe our intellectual property rights or those of any third party in relation to your use of the Apps, our site, the Documentation or the Service, including by the submission of any material (to the extent that such use is not licensed by these terms);

·         not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Apps, our site, the Documentation or the Service;

·         not use the Apps, our site, the Documentation or the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

·         not collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service.

Intellectual property rights

All intellectual property rights in the Apps, our site, the Documentation and the Service throughout the world belong to us (or our licensors) and the rights in the Apps, our site, the Documentation and the Service are licensed (not sold) to you. You have no intellectual property rights in, or to, the Apps, our site, the Documentation or the Service other than the right to use them in accordance with these terms.

Additional terms and conditions

1          subscription

1.1       Subject to the  restrictions set out in this clause 1 and the other terms and conditions of this Agreement, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Service and the Documentation during the Subscription Term solely for your internal business operations.

1.2       In relation to the Authorised Users, you undertake that:

1.2.1         each Authorised User shall keep a secure password for his use of the Service and Documentation and each Authorised User shall keep his password confidential; and

1.2.2         you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 5 Business Days of our written request at any time or times.

1.3       You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Service that:

1.3.1         is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

1.3.2         facilitates illegal activity;

1.3.3         depicts sexually explicit images;

1.3.4         promotes unlawful violence;

1.3.5         is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

1.3.6         is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.

1.4       You shall not:

1.4.1         except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

1.4.1.1      attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

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

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

1.4.3         use the Service and/or Documentation to provide services to third parties; or

1.4.4         subject to clause 14.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except the Authorised Users, or

1.4.5         attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under this clause 1; or

1.4.6         introduce or permit the introduction of, any Virus or Vulnerability into the our network and information systems.

1.5       You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.

2          Services

2.1       We shall, during the Subscription Term, provide the Service and make available the Documentation to you on and subject to the terms of this Agreement.

2.2       We shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:

2.2.1         planned maintenance; and

2.2.2         unscheduled maintenance, provided that we have used reasonable endeavours to give you at least 1 hours’ notice in advance.

3          Customer data

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

3.2       In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up for which we shall remain fully liable under clause 3.8).

3.3       Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 3 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

3.4       The parties acknowledge that:

3.4.1         if we process any personal data on your behalf when performing our obligations under this Agreement, you are the controller and we are the processor for the purposes of the Data Protection Legislation;

3.4.2         the personal data will be processed by us for the purposes of delivering the Service to you and complying with our other obligations to you (including under this Agreement) and will last for the duration of this Agreement. The types of personal data processed will be such personal data as you input into the Service (or ask us or any third party to input on your behalf); and

3.4.3         the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Services and our other obligations under this Agreement.

3.5       Without prejudice to the generality of clause 3.3, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this Agreement so that we may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf.

3.6       Without prejudice to the generality of clause 3.3, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under this Agreement:

3.6.1         process that personal data only on your documented written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from doing so;

3.6.2         not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

3.6.2.1      either party has provided appropriate safeguards in relation to the transfer;

3.6.2.2      the data subject has enforceable rights and effective legal remedies;

3.6.2.3      we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

3.6.2.4      we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;

3.6.3         assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

3.6.4         notify you without undue delay on becoming aware of a personal data breach;

3.6.5         at your written direction, delete or return personal data and copies thereof to you on termination of this Agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and

3.6.6         maintain complete and accurate records and information to demonstrate our compliance with this clause 3  and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.

3.7       Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, 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).

3.8       You hereby consent to us appointing third-party processors of personal data under this Agreement. We confirm that we have entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business or incorporating terms which are substantially similar to those set out in this clause 3 and in either case which we confirm reflects and will continue to reflect the requirements of the Data Protection Legislation. As between the parties, we shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause 3.

3.9       We may, at any time on not less than 30 days' notice, revise this clause 3 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

4          Our obligations

4.1       We undertake that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.

4.2       The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to our instructions, or modification or alteration of the Service by any party other than us or the our duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, we will, at our own expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 4.1.

4.3       We:

4.3.1         do not warrant that:

4.3.1.1      your use of the Service will be uninterrupted or error-free; or

4.3.1.2      that the Service, Documentation and/or the information/outcomes obtained by you through the Service will meet your requirements; or

4.3.1.3      the Software or the Service will be free from Vulnerabilities; or

4.3.1.4      the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

4.3.2         are 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 you acknowledge that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.4       This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

4.5       We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Agreement.

5          Your obligations

You shall:

5.1.1         provide us with:

5.1.1.1      all necessary co-operation in relation to this Agreement; and

5.1.1.2      all necessary access to such information as may be required by us;

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

5.1.2         without affecting your other obligations under this Agreement, comply with all applicable laws and regulations with respect to your activities under this Agreement;

5.1.3         carry out all of your other responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

5.1.4         ensure that the Authorised Users use the Service and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;

5.1.5         ensure that your network and systems comply with the relevant specifications provided by us from time to time; and

5.1.6         be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

6          Proprietary rights

You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service or the Documentation.

7          Limitation of liability

7.1       Except as expressly and specifically provided in this Agreement:

7.1.1         you assume sole responsibility for results obtained from the use of the Service and the Documentation by you, and for conclusions and outcomes drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you or any Authorised User in connection with the Service, or any actions taken by us at your or any Authorised User’s direction;

7.1.2         all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

7.1.3         the Service and the Documentation are provided to you on an "as is" basis.

7.2       Nothing in this Agreement excludes our liability:

7.2.1         for death or personal injury caused by the our negligence; or

7.2.2         for fraud or fraudulent misrepresentation.

7.3       Subject to clause 7.1 and clause 7.2, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

7.4       This clause 7 shall not prejudice any exclusion or limitation of liability that we have agreed with you in relation to our services to you under any separate contract, agreement or arrangement which shall continue to apply as between us and you.

8          Term and termination

8.1       This Agreement shall, unless otherwise terminated as provided in this clause 8, commence on the Effective Date and shall continue unless and until:

8.1.1         either party notifies the other party of termination, in writing, by giving at least 30 days’ notice, in which case this Agreement shall terminate upon the expiry of such written notice; or

8.1.2         otherwise terminated in accordance with the provisions of this Agreement;

(the Subscription Term).

8.2       Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

8.2.1         the other party commits a breach of any term of this Agreement;

8.2.2         the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

8.2.3         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, 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 Insolvency Act 1986;

8.2.4         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;

8.2.5         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;

8.2.6         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;

8.2.7         the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

8.2.8         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;

8.2.9         a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

8.2.10      any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.4 to clause 8.2.10 (inclusive); or

8.2.11      the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

8.3       On termination of this Agreement for any reason:

8.3.1         all licences granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Service and/or the Documentation;

8.3.2         each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

8.3.3         we may destroy or otherwise dispose of any of the Customer Data in our possession in accordance with clause 3.6.3, unless we receive, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to you of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and

8.3.4         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.

9          Force majeure

We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

10        Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11        Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

12        Severance

12.1    If any provision or part-provision of this 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 this Agreement.

12.2    If any provision or part-provision of this Agreement is deemed deleted under clause 12.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13        Entire agreement

13.1    This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.2    Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

13.3    Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

13.4    Nothing in this clause shall limit or exclude any liability for fraud.

14        Assignment

14.1    You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement.

14.2    We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement.

15        No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16        Third party rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

17        Governing law

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

18        Jurisdiction

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

19        Interpretation

19.1    The definitions and rules of interpretation in this clause apply in this Agreement.

"Authorised Users"

your employees, agents and independent contractors who are authorised by you to use the Service and the Documentation, as further described in clause 1.2.2.

"Business Day"

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures"

as defined in the Data Protection Legislation.

"Customer Data"

the data inputted by you, Authorised Users, or the us on your behalf for the purpose of using the Service or facilitating your use of the Service.

"Data Protection Legislation"

the UK Data Protection Legislation and any other European Union legislation relating to personal data 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).

"Documentation"

the document made available to you by us from time to time which sets out a description of the Service and the user instructions for the Service.

"Effective Date"

the date this Agreement is accepted by you.

"Heightened Cybersecurity Requirements"

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

"Service"

the subscription service provided by us to you under this Agreement via the Apps or any other website or application notified to you by us from time to time, as more particularly described in the Documentation.

"Software"

the software applications provided by us as part of the Services via the Apps.

"Subscription"

the subscription which entitles Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.

"Subscription Term"

has the meaning given in clause 8.1.

"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 the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

19.2    Clause and paragraph headings shall not affect the interpretation of this Agreement.

19.3    A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

19.4    A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

19.5    Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

19.6    Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

19.7    A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

19.8    A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

19.9    A reference to writing or written includes e-mail.

19.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.