Standard Terms and Conditions

This Software as a Service Agreement (the "Agreement"), is entered into by and between You and KEYLESS TECHNOLOGIES LIMITED (if You are based in outside the European Union) ("Us" or "We").

KEYLESS TECHNOLOGIES LIMITED incorporated and registered in England and Wales with company number 11362854 whose registered office is at 9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN. By downloading and installing our SDK You accept to be bound by the terms and conditions set out in this Agreement.

BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND WARRANT THAT: (I) YOU ARE A BUSINESS OPERATOR. IF YOU ARE ACTING AS A CONSUMER, YOU SHOULD REFRAIN FROM DOWNLOADING AND USING OUR SDK; (II) YOU ARE A BUSINESS OPERATOR WITH REGISTERED OFFICE OUTSIDE THE EUROPEAN UNION; (III) THE COMPLETION OF THE LOCATION AND PURPOSE ANNEX (AS DEFINED BELOW) IS MANDATORY IN ORDER TO RUN THE EVALUATION OF THE SOFTWARE. THE LOCATION AND PURPOSE ANNEX IS PROVIDED UNDER SCHEDULE 1 OF THIS AGREEMENT. WE RESERVE THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY WITHOUT NOTICE SHOULD ANY OF THE ABOVE REPRESENTATION PROVES TO BE FALSE AT ANY TIME.

INTERPRETATION
1. The definitions and rules of interpretation in this clause apply in this agreement.
  1. Active User: a Registered User who uses the Services at least once during the Initial Subscription Term and each Renewal Period, regardless of the day or time, by either enrolling or re-enrolling or authenticating. The number of Active Users may be a subset of all Registered Users of the Services.
  2. Annual Active Users: aggregate number of Active Users during the Initial Subscription Term and each Renewal Period for which an annual Subscription Fee is determined in order to access the Services.
  3. Annual Registered Users: aggregate number of Registered Users during the Initial Subscription Term and each Renewal Period for which an annual Subscription Fee is determined in order to access the Services.
  4. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  5. Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly OR the beneficial ownership of more than 50% of the issued share capital of a company; or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
  6. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5 or clause 10.6.
  7. Data: the data inputted by You, Registered Users, or by Us on the Your behalf for the purpose of using the Services or facilitating the Your use of the Services.
  8. Data Processing Agreement: the agreement available from time to time at [keyless.io/data-processing-agreement]
  9. 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 Registered User (but not to Us) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive U.E. 2022/2555 and 2022/2557, 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.
  10. 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); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
  11. Documentation: any documents made available to You by Us from time to time which sets out a description of the Services and the user instructions for the Services.
  12. Effective Date: the date of this agreement.
  13. EULA: the end user license agreement as available from time to time at https://keyless.io/eula.
  14. Initial Subscription Term: the initial term of this Agreement.
  15. Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world including without limitation, branding materials, photography, written materials, video, product design, graphic design, website design and printed materials.
  16. Location and Purpose Annex: The preliminary questionnaire by which You undertake to not use the Software for illegal purposes and that You must fill out in order to obtain a copy of the Software.
  17. Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
  18. Renewal Period: the period described in clause 13.1.
  19. Platform: Our authentication platform as amended from time to time;
  20. Services: the subscription services provided by Us under this Agreement for its use of the Platform.
  21. Software: the online software applications provided by Us as part of the Services.
  22. Subscription Fees: the subscription fees payable by You to Us for the User Subscriptions.
  23. Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
  24. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
  25. User Subscriptions: the set of Registered Users and Active Users subscriptions purchased by You on an annual basis pursuant to clause 8.1 which entitle Registered Users to access and use the Services and the Documentation in accordance with this Agreement.
  26. Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
USER SUBSCRIPTIONS
1. Subject to You purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, We hereby grant You a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Registered Users to use the Services and the Documentation during the Subscription Term solely for Your internal business operations.
2. In relation to the Registered Users, You undertake that:
  1. the maximum number of Annual Registered Users and Annual Active Users Registered Userthat You authorise to access and use the Services and the Documentation shall not exceed number agreed;
  2. You will not allow or suffer any User Subscription to be used by more than one individual Registered User unless You have been reassigned in Your entirety to another individual Registered User, in which case the prior Registered User shall no longer have any right to access or use the Services and/or Documentation;
  3. You shall maintain a written, up to date list of current Registered Users and provide such list to Us within 5 (five) Business Days of Our written request at any time or times (without limitation);
  4. You shall permit Us or Our designated auditor to audit the Services in order to establish the name of each Registered User and Our data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Your normal conduct of business;
  5. if any of the audits referred to in clause 2.2(d) reveal that access to the Services has been provided to any individual who is not an Registered User, then without prejudice to the Our other rights, You shall promptly disable such access to the Services and We shall not issue any further access to any such individual; and
  6. if any of the audits referred to in clause 2.2(d) reveal that You have underpaid Subscription Fees to Us, then without prejudice to the Our other rights, You shall pay to Us an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
  7. You shall procure that Authorized User comply with the EULA.
3. You shall not access, store, distribute or transmit any Viruses, or any material during the course of Your use of the Services that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  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 You, to disable Your access to any material that breaches the provisions of this clause.
4. You shall not:
  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. 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
    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
  2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
  3. use the Services and/or Documentation to provide services to third parties; or
  4. subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Registered Users, or
  5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
  6. introduce or permit the introduction of, any Virus into Our network and information systems.
5. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Us.
6. The rights provided under this clause 2 are granted to You only, and shall not be considered granted to any subsidiary or holding company or any other person
ADDITIONAL USER SUBSCRIPTIONS
1. Subject to clause 3.2 and clause 3.3, You may, from time to time during any Subscription Term, purchase additional User Subscriptions and the We shall grant access to the Services and the Documentation to such additional Registered Users in accordance with the provisions of this Agreement.
2. If You wishes to purchase additional User Subscriptions, You shall notify Us in writing. We shall evaluate such request for additional User Subscriptions and respond to You with approval or rejection of the request. Where We approve the request, We shall activate the additional User Subscriptions within 5 Business Days of its approval of Your request.
3. If We approve Your request to purchase additional User Subscriptions, You shall, within 30 days of the date of Our invoice, pay to Us the relevant fees for such additional User Subscriptions and, if such additional User Subscriptions are purchased by You part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Us for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
SERVICES
1. We shall, during the Subscription Term, provide the Services and make available the Documentation to You on and subject to the terms of this agreement.
2. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
  1. planned maintenance carried out at Our discretion (but must be informed in writing to You in advance giving You reasonable notice of such planned maintenance occurring); and
  2. unscheduled maintenance performed outside Normal Business Hours, provided that We have used reasonable endeavours to give You at least 6 (six) Normal Business Hours' notice in advance.
3. For the avoidance of doubt, You expressly acknowledge and agree that the Software comes "as is" and will not be supported by Us in any manner.
4. The Initial Subscription Term is 12 months, unless otherwise specified
DATA
1. You shall own all right, title and interest in and to all of Your Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Data.
2. Each Party shall, at its own expense, ensure that it complies with the Data Protection Legislation, including but not limited to the General Data Protection Regulation (EU) 2016/679 (the "GDPR") and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications.
3. The personal data collected by You for the execution of the Agreement are processed pursuant to the GDPR, as specified in the Our privacy policy available by clicking the following link https://keyless.io/privacy.
4. When performing authentication, We do not process personal data of users. Only in the enrollment phase, We may process some personal data (i.e., first and last name, e-mail address) of the enrolling Your end-user (e.g., clients or employees), as part of the so-called "workforce authentication service". Therefore, You acknowledge that, for the performance of the workforce authentication services related to the use of the Software, We shall process personal data of which You are the data controller.
5. When Article 5.4 above, by signing the Agreement, You appoints the Us as the data processor pursuant to Article 28 of the GDPR. We agree that the processing shall be governed by the Data Processing Agreement (the "DPA", available at https://keyless.io/data-processing-agreement), which regulates, inter alia, the duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects and Your the obligations and rights, as well as the security measures adopted by Us.
6. Should the Data Processing Agreement apply between the Parties, You, in Your capacity as data controller, shall provide further instructions regarding the data processing carried out on Your behalf by Us .
OUR OBLIGATIONS
1. We undertake that the Services will be performed with reasonable skill and care.
2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Our instructions, or modification or alteration of the Services by any party other than Us or Our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, We will, at our 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 6.1.
3. We:
  1. do not warrant that:
    1. Your use of the Services will be uninterrupted or error-free; or
    2. that the Services, Documentation and/or the information obtained by You through the Services will meet Your requirements; or
    3. the Software, Documentation or Services will comply with any Cybersecurity Requirements.
    4. 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 Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
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.
5. We warrant that We have and will maintain all necessary licenses, consents, and permissions necessary for the performance of our obligations under this agreement.
YOUR OBLIGATIONS
You shall:
1. provide Us with:
  1. all necessary co-operation in relation to this agreement; and
  2. all necessary access to such information as may be required by Us in order to provide the Services, including but not limited to Your Data, security access information and configuration services;
2. without affecting your other obligations under this agreement, comply with all applicable laws and regulations with respect to Our activities under this agreement;
3. carry out all other Your responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in Yours provision of such assistance as agreed by the parties, We may adjust any agreed timetable or delivery schedule as reasonably necessary;
4. ensure that the Registered Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Registered User's breach of this agreement;
5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for , Your contractors and agents to perform their obligations under this agreement, including without limitation the Services;
6. ensure that Your network and systems comply with the relevant specifications provided by Us from time to time; and
7. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing your 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.
CHARGES AND PAYMENT
1. You shall pay the Subscription Fees to Us for the User Subscriptions in accordance with this clause 8.
2. You shall on the Effective Date provide to Us valid, up-to-date and complete credit card details or approved purchase order information acceptable to Us and any other relevant valid, up-to-date and complete contact and billing details and, if You provide:
  1. your credit card details to Us, You hereby authorise Us to bill such credit card:
    1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
    2. subject to clause 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
  2. your approved purchase order information to Us, We shall invoice You:
    1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
    2. subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and You shall pay each invoice within 30 days after the date of such invoice.
3. If We have not received payment within 30 days after the due date, and without prejudice to any other our rights and remedies:
  1. We may, without liability to You, disable Your password, account and access to all or part of the Services and We shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Bank of England base rate as amended from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
4. All amounts and fees stated or referred to in this agreement:
  1. shall be payable in Euro (or such other currency as elected by Us);
  2. are, subject to clause 12.2(b), non-cancellable and non-refundable;
  3. are exclusive of value added tax, which shall be added to Our invoice(s) at the appropriate rate.
5. We shall be entitled to increase the Subscription Fees in respect of the additional User Subscriptions purchased pursuant to clause 3.3.
6. We monitor on a month-by-month basis the Monthly Registered Users and Monthly Active Users. In the event that the Annual Active Users or Annual Registered Users exceed the User Subscription purchased for the given year and such excess is not communicated to Keyless in accordance with the procedure outlined in clause 3, Keyless shall increase the Subscription Fee with a fixed fee (as agreed separately) for each exceeding Registered User for each exceeding Active User during the given year without any prior notice to You.
PROPRIETARY RIGHTS
1. You acknowledge and agree that We and/or our licensors own all Intellectual Property Rights in the Services 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, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services, the Platform or the Documentation.
2. We confirm that We have all the rights in relation to the Services, Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
CONFIDENTIALITY AND PUBLICITY
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:
  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party's lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  4. is independently developed by the receiving party, which independent development can be shown by written evidence.
2. Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and 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.
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.
4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
5. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute Our Confidential Information.
6. We acknowledge that Your Data is Confidential Information of You.
7. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
8. The above provisions of this clause 10 shall survive termination of this agreement, however arising.
9. You agree that We may publicly disclose the project in object and Your participation to it, making use of Your logo, for marketing purposes and as a reference to the project in object carried out together with You.
INDEMNITY
1. You shall defend, indemnify and hold harmless Us 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 Your use of the Services and/or Documentation, provided that:
  1. You are given prompt notice of any such claim;
  2. We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
  3. You are given sole authority to defend or settle the claim.
LIMITATION OF LIABILITY
1. Except as expressly and specifically provided in this agreement:
  1. You assume sole responsibility for results obtained from the use of the Services and the Documentation by You, and for conclusions 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 in connection with the Services, or any actions taken by You at Your direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
  3. the Services and the Documentation are provided to You on an "as is" basis.
2. Subject to clause 12.1:
  1. We shall not be liable (including for breach of statutory duty), for contractual or extra-contractual liability, 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 whether such deemed to be direct or indirect, or for any indirect costs, damages, charges or expenses however arising under this agreement; and
  2. Our total aggregate liability in contract (including in respect of the indemnities), 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 20% of the first year of the Subscription Fees.
TERM AND TERMINATION
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 shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
  1. either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  2. 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".
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:
  1. 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 10 Business Days after being notified in writing to make such payment;
  2. 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 5 Business Days after being notified in writing to do so;
  3. 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; or
  4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
3. Either party shall be entitled to withdraw from this agreement with a 7 (seven) days prior notice in the following instances:
  1. 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 the Royal Decree no. n. 267/1942 and/or Legislative Decree no. 14/2019
  2. 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;
  3. 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;
  4. 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;
  5. 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;
  6. 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;
  7. 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. 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.
4. On termination or withdrawal of this agreement for any reason:
  1. all licences granted under this agreement shall immediately terminate and You shall immediately cease all use of the Services and/or the Documentation;
  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;
  3. We may destroy or otherwise dispose of any of Your Data in Our possession in accordance with the Data Processing Agreement, 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 Your 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 Your Data; and
  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.
FORCE MAJEURE
1. 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 any other party), failure of a utility service or transport or telecommunications network, act of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, 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.
VARIATION
1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
WAIVER
1. 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.
RIGHTS AND REMEDIES
1. 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.
SEVERANCE
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.
2. If any provision or part-provision of this agreement is deemed deleted under clause 19.1 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.
ENTIRE AGREEMENT
1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
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.
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.
4. Nothing in this clause shall limit or exclude any liability for fraud.
ASSIGNMENT
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 Your rights or obligations under this agreement. 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.
NO PARTNERSHIP OR AGENCY
1. 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).
NOTICES
1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent Electronic Certified Email or sent by pre-paid first-class post or recorded delivery post at its address set out in this agreement, or such other address as may have been notified by that party for such purposes as set out in this agreement.
GOVERNING LAW
1. 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.
JURISDICTION
1. Each party irrevocably agrees that the courts of London 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).
This agreement has been entered into on the date stated at the beginning of it.