Agreed terms 1. Interpretation 1.1 The definitions and rules of interpretation in this clause apply in this licence. “Account” means an account enabling a person to access and use the Hosted Services; “Agreement” means this agreement including any Schedules, and any amendments to this Agreement from time to time; “Business Day” means any weekday other than a bank or public holiday in England: “Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day; “Charges” means the following amounts, as detailed in Schedule 1: Initial set up fee for own branded tools Monthly licence fee for Business Growth Mapper “Customer Confidential Information” means: (a) any information disclosed by or on behalf of the Customer to the Supplier at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as “confidential”; or (ii) should have been reasonably understood by the Supplier to be confidential; “Customer Data” means all data uploaded to or stored on the Platform by the Customer or their clients; supplied by the Customer or their clients to the Supplier for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer or their clients; “Documentation” means the documentation for the Hosted Services produced by the Supplier and delivered or made available by the Supplier to the Customer; “Effective Date” means the date of execution of this Agreement; “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars); “Hosted Services” means the Simply Customer Tools which will be made available by the Supplier to the Customer as a service via the internet in accordance with this Agreement; “Hosted Services Defect” means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of: (a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services; (b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer; (c) a failure of the Customer to perform or observe any of its obligations in this Agreement. “Hosted Services Specification” means the specification for the Platform and Hosted Services set out in Part 1 of Schedule 1 (Hosted Services particulars) and in the Documentation; “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs), rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world. “Platform” means the platform managed by the Supplier and used by the Supplier to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed; “Schedule” means any schedule attached to the main body of this Agreement; “Services” means any services that the Supplier provides to the Customer, or has an obligation to provide to the Customer, under this Agreement; “Software” is used to refer to the Hosted Services, meaning the Simply Customer Tools which will be made available by the Supplier to the Customer as a service via the internet in accordance with this Agreement; “Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari or any other web browser that the Supplier agrees in writing shall be supported; “Term” means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2; “Update” means a hotfix, patch or minor version update to any Platform software; and “Upgrade” means a major version upgrade of any Platform software. 1.2 Holding company and subsidiary mean a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights. 1.3 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement. 1.4 Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; (b) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time (c) a reference to one gender shall include a reference to the other genders; and (d) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 1.5 In the case of conflict or ambiguity between any provision contained in the body of this licence and any provision contained in the schedules or appendices, the provision in the body of this licence shall take precedence. 1.6 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns. 1.7 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule. 1.8 The Schedules and Annexes form part of this licence and shall have effect as if set out in full in the body of this licence. Any reference to this licence includes the Schedules and Annexes. 2. Licence 2.1 In consideration of the Charges paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive licence. 2.2 The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier’s reasonable costs in providing that information) before undertaking any such reduction. 2.3 The Customer may not use any such information provided by the Supplier or obtained by the Customer to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 2.4 The Customer shall not: (a) sub-license, assign or novate the benefit or burden of this licence in whole or in part; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed. 2.5 The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer. 2.6 Each party confirms it is acting on its own behalf and not for the benefit of any other person. 2.7 The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times. 3. Term 3.1 This Agreement shall come into force upon the Effective Date. 3.2 This Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17 or any other provision of this Agreement. 4. Hosted Services 4.1 The Supplier shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date. 4.2 The Supplier hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term. 4.3 The licence granted by the Supplier to the Customer under Clause 4.2 is subject to the following limitations: (a) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the agreement, providing that the Customer may add or remove concurrent user licences in accordance with the procedure set out therein. 4.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Supplier to the Customer under Clause 4.2 is subject to the following prohibitions: (a) the Customer must not make any alteration to the Platform and (b) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Supplier. 4.5 The Supplier shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services Supplier for the Hosted Services but does not guarantee 100% availability. 4.6 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement: (a) a Force Majeure Event; (b) a fault or failure of the internet or any public telecommunications network; (c) a fault or failure of the Customer’s computer systems or networks; (d) any breach by the Customer of this Agreement; or (e) scheduled maintenance carried out in accordance with this Agreement. 4.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 4.8 The Customer must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 4.9 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term. 4.10 The Supplier may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Supplier under this Agreement is overdue, and the Supplier has given to the Customer at least 7 days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis. 5. Customer Data 5.1 The Customer hereby grants to the Supplier a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Supplier’s obligations and the exercise of the Supplier’s rights under this Agreement. 5.2 The Customer hereby grants to the Supplier permission for the collection and use of data to allow analysis for academic and research purposes. Permission is hereby granted for such data to be shared with selected third parties, selected at the discretion of the Supplier, for that purpose. 6. No assignment of Intellectual Property Rights 6.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Supplier to the Customer, or from the Customer to the Supplier. 7. Maintenance releases 7.1 The Supplier will provide the Customer with all Maintenance Releases generally made available to its customers. The Supplier warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. The Customer shall install all Maintenance Releases as soon as reasonably practicable after receipt. 8. Charges 8.1 The Customer shall pay the Charges to the Supplier in accordance with this Agreement. 8.2 All amounts stated in or in relation to this Agreement are subject to any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Supplier. 8.3 The Supplier may elect to vary any element of the Charges by giving to the Customer not less than 30 days written notice of the variation. 9. Payments 9.1 The Customer must pay the Charges by direct debit or bank transfer (using such payment details as are notified by the Supplier to the Customer from time to time) payable in advance of the month for which the Software is utilised. 9.2 If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier’s remedies under this Agreement, the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 10. Supplier’s confidentiality obligations 10.1 Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information. 10.2 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. 10.3 The Supplier must: (a) keep the Customer Confidential Information strictly confidential; (b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement; (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Supplier uses to protect the Supplier’s own confidential information of a similar nature, being at least a reasonable degree of care; (d) act in good faith at all times in relation to the Customer Confidential Information. 10.4 The Supplier may disclose the Customer Confidential Information to the Supplier’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement. 10.5 This Clause 10 imposes no obligations upon the Supplier with respect to Customer Confidential Information that: (a) is known to the Supplier before disclosure under this Agreement and is not subject to any other obligation of confidentiality; (b) is or becomes publicly known through no act or default of the Supplier; or (c) is obtained by the Supplier from a third party in circumstances where the Supplier has no reason to believe that there has been a breach of an obligation of confidentiality. 10.6 The restrictions in this Clause 10 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Supplier on any recognised stock exchange. 10.7 The provisions of this Clause 10 shall continue in force indefinitely following the termination of this Agreement. 11. Data protection 11.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Data. 11.2 The Supplier and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Data. 11.3 The Supplier shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws. 11.4 The Supplier shall make available to the Customer all information necessary to demonstrate the compliance of the Supplier with its obligations under this Clause 11 and the Data Protection Laws. 11.5 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance. 12. Warranties 12.1 The Supplier warrants to the Customer that: (a) the Supplier has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the Supplier will comply with all applicable legal and regulatory requirements applying to the exercise of the Supplier’s rights and the fulfilment of the Supplier’s obligations under this Agreement; and (c) the Supplier has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement. 12.2 The Supplier warrants to the Customer that: (a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification; (b) the Hosted Services will be free from Hosted Services Defects; (c) the application of Updates and Upgrades to the Platform by the Supplier will not introduce any Hosted Services Defects into the Hosted Services; (d) the Platform will incorporate security features reflecting the requirements of good industry practice. 12.3 The Supplier warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law. 12.4 The Supplier warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law. 12.5 If the Supplier reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Supplier may at its own cost and expense: (a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or (b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement. 12.6 The Customer warrants to the Supplier that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement. 12.7 The Supplier does not warrant that the use of the Software will be uninterrupted or error-free. 12.8 The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer. 12.9 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care. 13. Acknowledgements and warranty limitations 13.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Supplier gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs. 13.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Supplier gives no warranty or representation that the Hosted Services will be entirely secure. 13.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Supplier does not warrant or represent that the Hosted Services will be compatible with any other software or systems. 13.4 The Customer acknowledges that the Supplier will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Supplier does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person. 13.5 Except as expressly stated in clause 14.1: (a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (i) special, indirect or consequential loss or damage, even if the Supplier was aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; (vi) loss or corruption of data; (vii) loss of use or production; (viii) any loss of revenue or income; provided that this clause 13.5(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 13.5(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 13.5(a); (b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and (c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence. 13.6 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates. 14. Limitations and exclusions of liability 14.1 The Supplier does not exclude liability for: (a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents; (b) fraud or fraudulent misrepresentation; (c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which may not be excluded by law. 14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this Agreement: (a) are subject to Clause 14.1; and (b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement. 14.3 The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the greater of: (a) £1,000; and (b) the total amount paid and payable by the Customer to the Supplier under this Agreement in the 12 month period preceding the commencement of the event or events. 14.4 The aggregate liability of each party to the other party under this Agreement shall not exceed the greater of: (a) £1,000; and (b) the total amount paid and payable by the Customer to the Supplier under this Agreement. 15. Intellectual property rights 15.1 The Customer acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Supplier and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence. 15.2 The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 15.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Customer other than in accordance with the terms of this licence, use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software. 16. Force Majeure Event 16.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. 16.2 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. 16.3 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must: (a) promptly notify the other; and (b) inform the other of the period for which it is estimated that such failure or delay will continue. 16.4 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event. 17. Termination 17.1 Either party may terminate this Agreement by giving to the other party 7 days written notice of termination. 17.2 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: (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 7 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 7 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 7 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 17.2(c) to clause 17.2(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; 17.3 If the other party is an individual: (i) that other party dies; (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii) that other party is the subject of a bankruptcy petition or order. 18. Effects of termination 18.1 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 18.2 On termination for any reason: (a) all rights granted to the Customer under this licence shall cease; (b) the Customer shall cease all activities authorised by this licence; (c) the Customer shall immediately pay to the Supplier any sums due to the Supplier under this licence; (d) the Supplier shall refund to the Customer any Charges paid by the Customer to the Supplier in respect of Services that were to be provided to the Customer after the termination of this Agreement, and (e) the Customer shall immediately destroy or return to the Supplier (at the Supplier’s option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so. 18.3 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect. 18.4 Upon termination, the Customer hereby grants to the Supplier permission to contact the individual client users of the hosted services for the purpose of marketing the hosted services to that client on an individual basis. 19. Notices 19.1 Any notice from one party to the other party under this Agreement shall be in writing and must be given by one of the following methods (using the relevant contact details set out in Clause 19.2): (a) Delivered personally, e-mailed or sent by courier, in which case the notice shall be deemed to be received upon delivery providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time. 19.2 The Supplier’s contact details for notices under this Clause 19 are as follows: firstname.lastname@example.org or the Supplier’s Registered Office at The Hayloft, Lane Head Farm, Park Lane, Upper Cumberworth, West Yorkshire, HD8 8NP. 19.3 The addressee and contact details set out in Clause 19.2) may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19. 19.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail. 20. Subcontracting 20.1 Subject to any express restrictions elsewhere in this Agreement, the Supplier may subcontract any of its obligations under this Agreement. 20.2 The Supplier shall remain responsible to the Customer for the performance of any subcontracted obligations. 20.3 Notwithstanding the provisions of this Clause 20 but subject to any other provision of this Agreement, the Customer acknowledges and agrees that the Supplier may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform. 21. Waiver 21.1 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. 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. 22. Entire agreement 22.1 This licence, the schedules and the documents annexed as appendices to this licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. 22.2 Each party acknowledges that, in entering into this licence it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence. 22.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract 22.4 Nothing in this clause shall limit or exclude any liability for fraud. 23. Variation 23.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 24. Severance 24.1 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. 25. Counterparts 25.1 This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 26. Third-party rights 26.1 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act. 27. No partnership or agency 27.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 27.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person. 28. Governing law and jurisdiction 28.1 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. 28.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). SCHEDULE 1 (HOSTED SERVICES PARTICULARS) 1. Specification of Hosted Services The Simply Customer Start-Up Tool – unlimited licence. The Simply Customer Business Growth Mapper – licence limit as stated in the agreement. 2. Financial provisions The Customer shall pay to the Supplier the licence fees below on signature of this licence followed by the monthly fees below, in advance on or before the first day of the month in question after the Acceptance Date £300 plus VAT set up fee for own branded Start-Up Tool £500 plus VAT set up fee for own branded Business Growth Mapper £1 per month per licence plus VAT for Business Growth Mapper SCHEDULE 2 (ACCEPTABLE USE POLICY) 1. General usage rules 1.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services. 1.2 You must not use the Services: (a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or (b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity. 2. Data mining 2.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services. 3. Hyperlinks 3.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.