Terms & conditions.

Terms and Conditions [updated 01.11.24]

1. Interpretation

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

Advisory Fees: means the fees payable by the Customer to the Supplier for the Advisory Services, as set out in a Proposal.

Advisory Products: means the fixed price, advisory products (including Bid Review, Health Check, Bid preparation pack, Bid Advice service and Training) provided by the Supplier to the Customer under this Agreement, either as a Bundled Product or as a Bolt-on.

Advisory Services: means ad hoc, bespoke advisory services provided by the Supplier to the Customer under this Agreement, as more particularly described in a Proposal.

Agreement: means a Proposal and these terms and conditions, as updated from time to time as described herein.

Authorised Users: those employees of the Customer who are authorised by the Customer to use the Subscription Services.

Bolt-on Fees: means the fees payable by the Customer to the Supplier for the Bolt-ons, as set out in a Proposal.

Bolt–ons: means the Advisory Products, purchased separately from the Subscription Services, as more particularly described in a Proposal.

Bundled Product Fees: means the fees payable by the Customer to the Supplier for the Bundled Products, as set out in a Proposal.

Bundled Products: means the Advisory Products bundled with and purchased at the same time as the Subscription Services, as more particularly described in a Proposal.

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

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.

Content: means any content owned by the Supplier and made available to the Customer in relation to the Services.

Customer: means the customer detailed in a Proposal.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Data Protection Legislation: all applicable laws and regulations from time to time in force relating to the protection of personal information, including (where applicable) the General Data Protection Regulation (EU) 2016/679, the UK GDPR regime comprised of the Retained Regulation (EU) 2016/679 (‘UK GDPR’) and the Data Protection Act 2018 and any laws substituting, re-enacting or replacing any of the forgoing, as amended or updated from time to time.

Effective Date: the date the contract is formed between the parties, as detailed in clause 2.1.

Fees: means the Advisory Fees, the Bolt-on Fees, the Bundled Product Fees and the Subscription Fees.

Initial Subscription Term: the initial term of this Agreement, as detailed in a Proposal and starting on the Effective Date.

Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.

Personal Data: means as defined in the Data Protection Legislation.

Proposal: the proposal detailing the Subscription Services, Advisory Services, the Bundled Products, the Subscription Fees and the Bundled Product Fees.

Qualification Fee: means the fee for the Qualification Service, as detailed in a Proposal.
Qualification Service: means a pre-qualification of the bid the Advisory Services are being provided in relation to, as detailed in a Proposal.

Services: the Subscription Services, the Content, the Bundled Products, Bolt-ons, and/or the Advisory Services, provided by the Supplier to the Customer under this Agreement, as more particularly described in a Proposal.

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

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the Subscription Services, as set out in a Proposal.

Subscription Services: the subscription services provided by the Supplier to the Customer under this Agreement, as more particularly described in a Proposal.

Subscription Start Date: means the date the Subscription Services are available for use by the Customer (as detailed in a Proposal).

Subscription Term: means as detailed in clause 13.2.

Supplier: means Contracts Advance Limited, incorporated and registered in England and Wales with company number 06258133 whose registered office is at 23 Gay Street, Bath BA1 2PD.

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.

1.2 A reference to this Agreement includes its schedules, appendices and annexes (if any).

1.3 Any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement.

1.4 Unless the context otherwise requires, reference to a ‘clause’ shall be to a clause of the main body of this Agreement and reference to a ‘paragraph’ shall be a reference to the relevant paragraph of a schedule.

1.5 A reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns.

1.6 A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.7 A reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.8 Words in the singular include the plural and vice versa.

1.9 Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.

1.10 A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.

1.11 A reference to any law or legislation is a reference to that law or legislation as amended, recast, replaced, extended, re-enacted or consolidated from time to time.

1.12 A reference to legislation includes all subordinate legislation made from time to time under that legislation.

2. Forming our contract

2.1 The Supplier will provide the Customer with the Proposal and these terms and conditions either via email or an online signature service. If the Customer accepts the Proposal and these terms and conditions, it will sign the document on the online service or sign and return it to the Supplier via email if received via email. The date of the counter-signature by the Customer will be the effective date of the Agreement (the Effective Date).

3. Subscription Service set-up and Authorised Users Set-up

3.1 The Supplier will send an activation email to the Customer for the first Authorised User who will be able to log-in to the Subscription Services and invite other Authorised Users to access the Subscription Services.

3.2 Unless stated otherwise in the Proposal, there is no limit on the number or Authorised Users.

3.3 Subject to the Customer paying the Subscription Fees, the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term, solely for the Customer’s internal business purposes.
Authorised Users

3.4 The Customer is responsible for Authorised Users. In relation to the Authorised Users, the Customer undertakes that:

(a) each Authorised User shall keep a secure password for his use of the Subscription Services, that such password shall be changed at reasonable intervals and that each Authorised User shall keep his password confidential;

(b) it shall permit the Supplier to audit the Subscription Services in order to establish the name and password of each Authorised User; and;

(c) if any of the audits referred to in clause 3.4(b) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual.

Acceptable use of the Services

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

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

(b) facilitates illegal activity;

(d) promotes unlawful violence;

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

(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

3.6 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties:

(i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or Software in any form or media or by any means; or

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

(b) access all or any part of the Subscription Services in order to build a product or service which competes with the Subscription Services; or

(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

(d) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services.

3.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and its data, in the event of any such unauthorised access or use, promptly notify the Supplier.

4. Supplier’s delivery of Services

Subscription Services

4.1 The Supplier shall, during the Subscription Term, provide the Subscription Services to the Customer on and subject to the terms of this Agreement and using all reasonable care and skill.

4.2 The Supplier shall use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer as much advance notice as it can of any such maintenance.

4.3 The Supplier does not warrant that the Customer’s use of the Subscription Services will be uninterrupted or error-free; or that the Subscription Services and/or the information obtained by the Customer through the Subscription Services will meet the Customer’s requirements. In particular, the Supplier cannot warrant the quality or accuracy of information it receives from third party sources.

4.4 The Supplier 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 Subscription Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

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

Bundled Products

4.6 Bundled Products are purchased at the same time as Subscription Services. The Supplier shall provide the Bundled Products to the Customer as detailed in a Proposal.

4.7 The Customer shall use the Bundled Products within 12 months from the Effective start Date.

Bolt-ons

4.8 Bolt-ons are purchased separately from Subscription Services. The Supplier shall provide the Bolt-ons to the Customer as detailed in a Proposal.

4.9 The Customer shall use the Bolt-ons within the initial 12 months of the Subscription Term. Advisory Services

4.10 The Supplier shall provide the Advisory Services to the Customer as detailed in a Proposal.

4.11 Advisory Services may be purchased at the same time as Subscription Services or at any other time during the Subscription Term. If ordered separately from Subscription Services, the Supplier will issue a Proposal for the Advisory Services following the same process as detailed in clause 2.1.

4.12 If the Customer does not want to go ahead with Advisory Services, has taken the Qualification Service option and has paid the Qualification Fee, then it may give the Supplier written notice that it does not want the Advisory Services to start.

4.13 If the Customer does not want to go ahead with the Advisory Services and has not taken the Qualification Service option, then it may only cancel the Advisory Services if it pays the Supplier the higher of: (i) up to 50% of the quoted costs for the Advisory Services; or (ii) the costs incurred by the Supplier in relation to the Advisory Services, whichever is higher.

5. Customer data

5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related
to Customer Data maintenance and back-up) and the Customer should therefore keep its own back-ups of Customer Data.

5.3 The Customer may export Customer Data from the Services at any time during the Subscription Term.

6. Data Protection

6.1 For the purposes of delivering the Services, the Supplier processes very limited amounts of Personal Data – contact details of Authorised Users (Customer Personal Data) – for the purposes of administrating and delivering the Services. Further details of how the Supplier uses Customer Personal Data is available in its privacy policy as available from time to time.

6.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Supplier is the Data Controller of Customer Personal Data.

6.3 To the extent that the Customer passes any Customer Personal Data to the Supplier, it warrants that it has a lawful purpose for doing so.

6.4 Both parties agree to comply with their respective obligations under the Data Protection Legislation.

7. Customer’s obligations

The Customer shall:

(a) provide the Supplier with:

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

(ii) all necessary access to such information as may be required by the Supplier, in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

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

(e) obtain and shall maintain all necessary licences, consents, access and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement;

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

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

8. Charges and payment

8.1 The Customer shall pay the Fees in accordance with this clause 8 and the Proposal.

8.2 The Supplier shall invoice the Customer:

Subscription Fees:

(a) before or on the Effective Date for the Subscription Fees;

(b) before or on the first day of any Renewal Period for the Subscription Fees;

Bundled Product/Bolt-on Fees:

Advisory Services & Cancellation Charges:

(d) monthly in arrears, and the Customer shall pay each invoice within 21 days of the date of such invoice.

8.3 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Customer, disable the Customer’s passwords, accounts and access to all or part of the Subscription Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.4 All amounts and fees stated or referred to in this Agreement:

(a) shall be payable in pounds sterling;

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

8.5 On renewal, Subscription Fees will be charged at the then current rates for the Subscription Services.

Additional Services and Upgrades

8.6 The Customer may order additional Subscription Services or upgrade the Subscription Services at any time during the Subscription Term or on renewal (Upgrades). The Supplier will issue a new Proposal for such Upgrades following the same process as detailed in clause 2.1.

8.7 The Supplier will issue an invoice for the Subscription Fees for the Upgrades when the Customer has countersigned the electronic version of the Proposal. The Subscription Fees for the Upgrades will be pro-rated to cover the remainder of the Initial Subscription Term or any Renewal Term (for example, if Upgrades are ordered at the beginning of month 8 of a 12 month term, the Subscription Fees will cover 4 months).

8.8 Subscription Fees for all Upgrades will be charged at the then current rates.

9. Proprietary rights

9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

9.2 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9.3 The Customer hereby grants the Supplier a non-exclusive right to display the Customer’s trademarks, logos and company name on the Supplier’s website, in its literature, and for advertising purposes.

10. Confidentiality

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (for the purposes of that disclosure only).

10.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

10.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5 The Customer acknowledges that details of the Services, their design and formatting, the results of any performance tests of the Services and any data outputted by the Subscription Services constitute the Supplier’s Confidential Information. The fact that elements of the Supplier’s Confidential Information may be publicly available (for example a published tender opportunity) does not render any non-publicly available elements non-confidential.

10.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

10.7 This clause 10 shall survive termination of this Agreement, however arising.

11. Indemnity

11.1 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 Services other than in accordance with this Agreement, provided that:

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

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

11.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Subscription Services infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

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

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

11.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Subscription Services, replace or modify the Subscription Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 5 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer (subject to a pro-rata refund of any unused
elements of the Subscription Fees).

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

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

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

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

11.5 The foregoing and clause 12.4(b) 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.

12. Limitation of liability

12.1 This clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

(a) arising under or in connection with this Agreement;

(b) in respect of any use made by the Customer of the Services or any part of them; and

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

12.2 Except as expressly and specifically provided in this Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. the Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction; and

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

12.3 Nothing in this Agreement excludes the liability of the Supplier:

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

(b) for fraud or fraudulent misrepresentation; or

12.4 Subject to clause 12.2 and clause 12.3:

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

(b) the Supplier’s total aggregate liability in contract (including any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid during the 12 months immediately preceding the date on which the claim arose.

13. Term and termination

13.1 This Agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement may be renewed for successive periods of equal length to the Initial Subscription Term or any other agreed term (each a Renewal Period) either:

(a) on agreement of the parties prior to the end of the Initial Subscription Term or Renewal Period; or

(b) automatically at the end of the Initial Subscription Term or Renewal Period if the

Customer does not confirm its wish to not renew, and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. The then current version of these terms and conditions, accessible at https://contractsadvance.co.uk/terms-conditions/, will apply to each Renewal Period. Advisory Services will terminate on completion of the Advisory Services, as outlined in the Proposal.

13.2 If, at renewal, the Customer does not want to renew this Agreement due to a merger event where the party it is merging or has merged with already has a contract with the Supplier (the “Other Contract”), then it may only not renew this Agreement if the Subscription Fees under it are lower than those under the Other Contract.

13.3 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:

(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) 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 ;

(d) 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;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(g) 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;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

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

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.3(c) to clause 13.3(i) (inclusive);

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

13.4 The Customer may give written notice to cancel the Subscription Services within 14 days of: (i) the Effective Date; or (ii) the date of an invoice for Subscription Fees payable for a Renewal Period, as applicable (each being a separate “Cooling-Off Period”), and receive a refund of any Subscription Fees paid. This is subject to the following conditions:

(a) the right to cancel shall cease to apply if the Customer downloads or exports any data from the Subscription Services at any time during the Cooling-Off Period; and

(b) the granting of any free, trial or complimentary access at the start of the Agreement shall not delay the start of or extend the duration of the Cooling Off Period.

13.5 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate;

(b) each party shall return or permanently delete and make no further use of any data, documents and other materials (and all copies of them) belonging to the other party and on request from the other party, a party shall certify such deletion

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. Force majeure

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

15. Conflict

If there is an inconsistency between any of the provisions in the main body of this Agreement the Proposal, the provisions in the main body of this Agreement shall prevail.

16. Variation

Save as otherwise provided in these terms, including as per clauses 8.5 and 13.1, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Non-solicitation

The Customer shall not, directly or indirectly attempt to employ or otherwise engage any of the Supplier’s employees, consultants or contractors who have been involved in delivering the Services to the Client. This restriction shall apply during the term of this Agreement and 12 months thereafter. If the Customer breaches this restriction, it shall be liable to pay the Supplier liquidated damages equivalent to 12 months’ salary or consultancy payments of the individual concerned.

18. 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.

19. 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.

20. Severance

20.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21. Entire agreement

21.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

21.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

22. Assignment

22.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

22.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

23. 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).

24. 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.

25. Notices

25.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address or email addresses as may have been notified by that party for such purposes.

25.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received 1 Business Day after the day it was sent.

26. 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.

27. 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).