IMPORTANT: THESE TERMS AND CONDITIONS FORM PART OF THE LEGAL AGREEMENT THAT EXISTS BETWEEN YOU, THE LICENSEE AND PROFILERLIVE, THE LICENSOR. BY USING THE SERVICES OR THE SOFTWARE, YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND THE ORGANISATION TO THESE TERMS, THEN DO NOT USE THE SERVICES OR SOFTWARE AND REFER THE MATTER TO THE LICENSOR.

1. DEFINITIONS.
The “Licensor” or “ProfilerLive” refers to Limetail Ltd T/A ProfilerLive, registered company number 7194782, VAT Registration Number 998 7252 46 which is incorporated and registered in England and Wales with registered address at c/o Allan G Hill & Partners, Chenies, Okewood Hill, Dorking, Surrey, RH5 5NB, United Kingdom. The “Licensee” refers to you, the Licensee, client, organisation or authorised representative of the organisation who will purchase, access and use this product(s) and these services. The “Software”, “SaaS Services”, “Consultancy Services”, “Maintenance Services” and “Training Services” refer to the descriptions set out in the Software & Services Description attached to these SaaS Terms & Conditions in the Order Form, together the “Agreement”.

“Authorised Users” means those employees, agents, independent contractors, customers and prospective customers of the Licensee amongst other persons who are authorised by the Licensee to use the SaaS Services and the Documentation;

“Confidential Information” means any information (whether before, on or after the date of the Agreement) obtained from the other party if it is either designated as confidential or a reasonable person would reasonably consider it to be confidential, including the Software and the Documentation. It does not include information which the recipient can show to the other party’s satisfaction was independently developed or discovered by it without access to the other party’s Confidential Information, or was legitimately in the public domain or received from a third party (in each case) other than by breach of any confidentiality obligation;

“Customer Data” means the data inputted by the Licensee, Authorised Users, or the Licensor on the Licensee’s behalf for the purpose of using the SaaS Services or facilitating the Licensee’s use of the SaaS Services;

“Documentation” means the standard technical and user documentation and other documents supplied or made available by the Licensee in conjunction with the Software;

“Effective Date” means the date of the Agreement as recorded on the Order Form;

“Equipment” means the Licensee’s (or its permitted sub-contractors’) computer hardware and associated peripherals on which the SaaS Services are accessed;

“Intellectual Property Rights” means copyright and related rights, trademarks, service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including without limitation 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 applications, renewals or extensions of, 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 in the SaaS Services, the Software and/or the Documentation;

“Fees” shall be the amounts payable by the Licensee as stated in the Order Form;

“SaaS Services” means the software-as-a-service subscription service, including access to the Software, provided by the Licensor to the Licensee under this Agreement via www.profilerlive.com or any sub-domain agreed between the parties from time to time, as more particularly described in the Documentation;

“Software” means the online software applications access to which is provided by the Licensor as part of the SaaS Services;

“Term” shall have the meaning given to it in the Order Form; and

“Terms of Use” means such terms of use applicable to Authorised Users made available by the Licensor from time to time.

2. GENERAL
As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by either party, by operation of law, merger or otherwise, without the prior written consent of the other. Any attempted or purported assignment shall be void. Notwithstanding the foregoing, the Licensor’s obligations under these SaaS Terms and Conditions may be performed by divisions, subsidiaries or affiliates of the Licensor. The obligations, rights, terms and conditions in this Agreement shall be binding on the parties and their respective successors and assigns. The waiver of any provision hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder.

This Agreement governs the licensing and provision of the SaaS Services, Software, Consultancy Services, Maintenance Services Training Services and any associated products by the Licensor and apply notwithstanding any conflicting, contrary or additional terms and conditions in a purchase order or other document or communication from the Licensee.

The Agreement may only be waived or modified in a written agreement signed by an authorised representative of the Licensor. Neither the Licensor’s acknowledgment of a purchase order provided by the Licensee nor the Licensor’s failure to object to conflicting, contrary or additional terms and conditions in such purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof. The Licensee acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any pre- contractual statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

3. LICENCE. In consideration for payment of the Fees by the Licensee to the Licensor in accordance with section 10 and subject to the Licensee’s compliance with the terms of this Agreement, the Licensor shall provide the SaaS Services for the Term and hereby grants the Licensee a non- exclusive, non-sub-licensable, non-transferable licence to permit the Authorised Users to use the SaaS Services, the Software and the Documentation solely for the internal business purposes of the Licensee, limited to the number of Authorised Users, and for the Term as specified in the Order Form. Except for the foregoing licence, the Licensee has no other rights in the Software or Documentation and must use the licence within the limitations set out below.

4. LIMITATION. In addition to any other limitations, the Licensee irrevocably agrees not to: (i) take any steps to access, copy, or to use the source code of the Software, i.e. to disassemble, reverse-engineer, decompile, or otherwise attempt to derive Source Code from the Software, except as permitted by applicable law; (ii) lease, rent, sublicense or grant access to the SaaS Services or Software or otherwise transfer, make available to any third parties (including contractors working on the Licensee’s behalf), resell or assign the Licensee’s rights or licenses under this Agreement to any third party; (iii) translate, modify or create derivative works of the Software or attempt to create a product which is visually or functionally similar to the Software; (iv) access all or any of the Software or Documentation in order to build a product or service which competes with the Software; or (v) use the Software or Documentation to provide services to third parties.

5. AUTHORISED USERS. In relation to the Authorised Users, the Licensee undertakes that: (i) each Authorised User shall comply with the enrolment process prescribed by the Licensor from time to time for the SaaS Services; (ii) the maximum number of Authorised Users that it authorises to access and use the SaaS Services and the Documentation shall not exceed the maximum number of Authorised Users as set out in the Order Form; (iii) it will not, unless otherwise agreed by the parties, allow or suffer any account to access the SaaS Services to be used by more than one individual Authorised User; (iv) each Authorised User shall keep a secure password for his use of the SaaS Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential; (v) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Licensor within 7 days of the Licensor’s written request at any time or times; (vi) in the event that an Authorised User leaves the employment or engagement of the Licensee or where the employment or engagement of an Authorised User is transferred, the Licensee shall: (i) disable such individual’s passwords and shall not issue any new passwords for that Authorised User’s account; or (ii) where the Licensor controls the enrolment or removal of Authorised Users for a SaaS Service, immediately inform the Licensor so that the Licensor may disable such individual’s passwords (which the Licensor shall do within a reasonable period of time); and (iii) it is responsible for ensuring that Authorised Users are aware of the terms of this Agreement (and the Terms of Use) and other applicable terms and conditions, and that they comply with them. For the avoidance of doubt, once a licence has been allocated to an individual Authorised User, such licence cannot be reassigned or transferred at any time. By way of illustration only, if: (i) the Licensee purchases 100 licences for Authorised Users; and (ii) allocates 90 of such licences to Authorised Users; and (iii) 20 of the allocated Authorised Users leave the employment or engagement of the Licensee, then the total number of Authorised User licences remaining for the Term shall be 10 and not 30.

If the Licensee wishes to increase the number of Authorised Users, the Licensee shall notify the Licensor in writing. The Licensor shall evaluate such request for additional Authorised Users and respond to the Licensee with approval or rejection of the request (such approval not to be unreasonably withheld). If the Licensor approves the Licensee’s request to purchase access for additional Authorised Users, the Licensee shall, within 30 days of the date of the Licensor’s invoice, pay to the Licensor the relevant fees for such additional Authorised Users, as set out in the Order Form.

Licensee will not, and will ensure that the Licensee’s personnel do not, break, bypass or circumvent, or attempt to break, bypass or circumvent, any security system of the Licensor or obtain, or attempt to obtain, access to any Licensor Confidential Information or systems, except as expressly permitted hereunder.

Certain features of the Software may allow the Licensee to create content visible on the Licensee’s sub-domain (“User Generated Content”). The Licensee agrees that the Licensor is not liable for such User Generated Content. The Licensor has no duty to pre-screen User Generated Content, but the Licensor has the right to refuse to post, edit, or remove for any reason User Generated Content and the Licensor is not responsible for any failure or delay in removing such material. The Licensor reserves the right to block the Licensee’s access to any content in its sole discretion.

6. PROPRIETARY RIGHTS. The Licensor, together with its licensors, shall at all times retain ownership of all Intellectual Property Rights in the SaaS Services, the Software, the Consultancy Services, the Maintenance Services and the Training Services and in all subsequent copies of and modifications, adaptations, amendments and additions to the Software and all Documentation. The Licensee acknowledges that: (i) the Software and Documentation is protected by copyright law and international treaty provisions, and (ii) the Software contains trade secrets of the Licensor. All right, title and interest in and to the Software, the SaaS Services and Documentation are, and remain in, the Licensor, except for the Licensee’s right to use them in accordance with this Agreement. The Licensee retains all right, title and interest in and to any content created by it visible on its sub-domain. Notwithstanding anything else in this Agreement or otherwise, Licensor may monitor Licensee’s use of the Software and SaaS Services and use data and information related to such use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Software and SaaS Services (“Aggregated Statistics”). As between the Licensor and the Licensee, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by the Licensor. The Licensee acknowledges that the Licensor will be compiling Aggregated Statistics based on content input into the Software and SaaS Services by the Licensee and agrees that the Licensor may: (i) make such Aggregated Statistics publicly available; and (ii) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify the Licensee or the Licensee’s confidential information. Subject to section 14, the Licensee hereby acknowledges that the Licensor may use any knowledge or knowhow gained from working with the Licensee under this Agreement (including ideas provided by the Licensee) including to enhance, update, upgrade, correct add to or amend the SaaS Services and/or the Software.

7. MAINTENANCE. The Licensor shall provide the Licensee with maintenance and support services (“Maintenance Services”) in accordance with the Licensor’s Maintenance Policy during the Term. The details of the Licensor’s Maintenance Policy are available from the Licensor on request.

8. TRAINING. The Licensor will train the Licensee’s nominated administrator in use of the Software, in accordance with the fee, duration and timescale arrangements as set out in the Agreement and Order Form. Unless otherwise agreed, training will occur at the Licensee’s premises. The Licensor shall be entitled to reimbursement for all reasonable travel expenses.

9. CONSULTANCY SERVICES. The Licensor shall provide the consultancy services in accordance with the fee, duration and timescale arrangements as set out in the Agreement and Order Form.

10. PAYMENT. The Licensee agrees to pay all Fees and any relevant VAT or equivalent sales taxes, in accordance with the payment terms as specified in the Agreement. Payment in full is due net 30 days from the date of the invoice submitted by the Licensor, without any deductions or setoff of whatsoever nature. Interest for late payments will be charged at 1.5% per month on all overdue amounts. The fees as set out are exclusive of any additional or other governmental or other municipal taxes, excise duties or tariffs that may become due now or in the future, including but not limited to any withholding taxes, imposed on the production, storage, sales, transportation, import, export or use of the Software. Except where expressly stated otherwise in this Agreement, any Fees paid in accordance with this section 10 shall be non-refundable in any circumstances (including upon early termination of this Agreement). The Licensee represents and warrants that it will pay such charges to the respective authority in addition to the Fees agreed upon by this Agreement.

11. DATA PROTECTION. 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 and for ensuring that its use does not infringe the rights of any third parties or obligations imposed by applicable law (including the Data Protection Act 1998 (as amended or replaced) (together the “DPA”)). The Licensor shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except, where relevant, any third parties sub-contracted by the Licensor to perform services related to Customer Data maintenance and back-up). The Licensee hereby grants to the Licensor on and subject to the terms and conditions of this Agreement a non-exclusive, non-transferable licence to use the Customer Data for the purpose of providing the SaaS Services and for any requirements ancillary to the provision of the SaaS Services. The Licensee shall comply with the DPA in connection with its use of the SaaS Services and Customer Data which shall include ensuring that: (i) the Licensee is entitled to transfer the relevant personal data to the Licensor so that the Licensor may lawfully use, process and transfer the personal data in accordance with this Agreement on the Licensee’s behalf; and (ii) third parties who are the subject of the Customer Data have been informed of, and have given their consent to, such use, processing, and transfer of their personal data in accordance with this Agreement.

Subject to the foregoing provisions, the Licensor shall comply with the DPA in connection with its processing of personal data in connection with the SaaS Services.
The Licensor agrees to only use or disclose personal data created or received from, by, or on behalf of the Licensee or its Authorised Users for the purposes of providing and improving its services, including the use and disclosure of de-identified and aggregated data based upon personal data for its own purposes. Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage. For the purposes of this Agreement, the terms “processing” and “personal data” shall have the meanings given to them by the DPA.

12. WARRANTIES
a. The Licensor represents and warrants that at the time that the Software is first made available to the Licensee by the Licensor, it will be reasonably free of errors and capable of performing its functions when operating on the hardware and operating system environment, as specified by ProfilerLive.
b. The Licensee will agree with the Licensor before signing this Agreement, the minimum hardware specification, and the Licensee will be solely responsible, at its own expense, for providing this minimum specification. Promptly after the Software is first made available by the Licensor to the Licensee, the Licensee will inspect the Software thoroughly and inform the Licensor about any defects, errors and deficiencies. If the Licensor does not receive such a notification within twenty (20) working days of when the Software is first made available to the Licensee, the Software shall be deemed to be error free and accepted by the Licensee. If the Software does not comply with the warranty set out in section 12(a) and the Licensee notifies the Licensor in writing within twenty (20) working days of when the Software is first made available to the Licensee and if the Licensor is able to reproduce the non-conformity, error or defect, the Licensor will use its reasonable efforts to correct the non-conformity, error or defect and provide the Licensee with an updated corrected Software. If the Licensor is unable to provide necessary corrections promptly, it will provide workarounds for the error or defect and provide an estimate of the time at which the Licensor will be able to provide corrections and will use reasonable efforts to assist the Licensee in repairing or recovering any data files that may have been damaged or lost as a result of such error or defect.
c. The Licensor warrants that it is entitled to grant the licence set out in section 3 and warrants that the Software as first made available by the Licensor to the Licensee does not infringe any third party Intellectual Property Rights.

The warranties do not cover: (i) any use by the Licensee of the SaaS Services, the Software and/or the Documentation contrary to the terms of this Agreement; or (ii) the combination or incompatibility of the SaaS Services or the Software with anything not provided by the Licensor including any of the Licensee’s Equipment or any third party software. If the Software infringes, or the Licensor considers that the Software may infringe, any third party Intellectual Property Rights, the Licensor shall have the right at its sole option and expense to: (i) modify the Software to cure the infringement; (ii) obtain a licence for the Licensee to continue using the Software; or (iii) accept withdrawal of the Software or return of the Software and refund to the Licensee the payments under this Agreement.

d. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE LICENSOR EXCLUDES ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING ALL WARRANTIES AS TO FITNESS FOR PURPOSE AND SATISFACTORY QUALITY. IN PARTICULAR, BUT WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, OR WILL OPERATE IN COMBINATION WITH OTHER PROGRAMS THAT THE LICENSEE SELECTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SAAS SERVICES AND/OR THE SOFTWARE WILL BE CORRECTED OR THAT THE SAAS SERVICES OR SOFTWARE WILL BE SECURE OR FREE FROM BUGS OR VIRUSES OR THAT THE FUNCTIONS OF THE SAAS SERVICES AND/OR THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH THE LICENSEE SELECTS FOR USE.

13. ACCESS TO SERVICES. The Licensor does not guarantee that the Software and/or the SaaS Services, or any content therein, will always be available or be uninterrupted. Access to the Software and/or the SaaS Services is permitted on a temporary basis. The Licensor may suspend, withdraw, discontinue or change all or any part of the Software or SaaS Services with reasonable notice. The Licensor will not be liable to the Licensee if for any reason the Software or SaaS Services are unavailable at any time or for any period.

a. The Licensee is responsible for making all arrangements necessary (including configuring information technology, computer programmes and platform, and using its own virus software) in order for it to access and/or use the SaaS Services.
b. To the extent that any part of the SaaS Services allows the Licensee (or its Authorised Users, as the case may be) to make contact with other users, the Licensee must, and shall procure that the Authorised Users, comply with any Terms of Use included within the SaaS Services.

c. The Licensee shall maintain adequate internet connections and technical capabilities to access and use the SaaS Services.
d. The Licensee shall not, and shall procure the Authorised Users shall not, misuse the Software and/or the SaaS Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. The Licensee shall not attempt to gain unauthorised access to the SaaS Services, or the servers on which the Software is stored or from where the Software is run or SaaS Services performed. The Licensee must not attack the SaaS Services via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, the Licensee would commit a criminal offence under the Computer Misuse Act 1990. The Licensor will report any such breach to the relevant law enforcement authorities and it will co-operate with those authorities by disclosing the Licensee’s identity to them. In the event of such a breach, the Licensee’s right to use the SaaS Services will cease immediately.
e. The Licensor will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect the Licensee’s computer equipment, computer programs, data or other proprietary material due to the Licensee’s use of the SaaS Services or to its downloading of any content provided as part of the SaaS Services, or on any website linked to it.

14. USE OFSERVICES. The Licensee must provide the Licensor with all information, data, assistance and co-operation as reasonably required by the Licensor in order for the Licensor to resolve any issues raised under section 13 and/or to provide the SaaS Services, including, but not limited to, sufficient information to enable the Licensor to locate and/or recreate any defect or fault in the SaaS Services.
The Licensee is responsible for its data, including taking appropriate back-ups to secure media with such regularity and in such a manner so as to ensure that it can restore in the event of data loss or corruption from any cause.

a. The Licensee must not use any part of the content of the Software or SaaS Services for commercial purposes, other than in accordance with section 3, without obtaining a licence to do so from the Licensor or its licensors.
b. If the Licensee prints off, copies or downloads any part of the Software, SaaS Services or Documentation in breach of this Agreement, its right to Use the Software and the SaaS Services will cease immediately and the Licensee must, at the Licensor’s option, return or destroy any copies of the materials which the Licensee has made.

c. The Licensee shall, upon request but no more than twice per year, provide the Licensor with reasonable access to its premises and information systems (and procure such access to the premises and information systems of third parties given access to the SaaS Services, the Software and/or the Documentation in accordance with this Agreement) to enable the Licensor to audit that the SaaS Services, the Software and/or Documentation has only been used in accordance with this Agreement and no infringement of the Licensor’s Intellectual Property Rights has taken place.

d. Except as expressly and specifically provided in this Agreement, the Licensee assumes sole responsibility for results obtained from the use of the SaaS Services by the Licensee, and for conclusions drawn from such use. The Licensor shall have no liability for any damage caused and/or loss arising by any information, content, instructions or scripts provided to the Customer and/or generated in connection with the SaaS Services. Notwithstanding anything to the contrary in this Agreement, the Licensor does not warrant or undertake that use of the SaaS Services by the Licensee will enable the Licensee to comply with any applicable legal or contractual obligation and the Licensee assumes sole responsibility for the accuracy, completeness and relevance of the results and outputs generated from its use of the SaaS Services.

e. The Licensor shall not be liable for breach of representation and warranty if a violation or interference occurs by reason of software or content supplied by the Customer, content owners, or other third parties.

15. LIMITATION OF LIABILITY. The Licensee’s warranty rights set out in section 12(c) shall be valid only during the Term as set out in the Order Form. The Licensee acknowledges that the right to any warranty claim is forfeited upon expiry of the licence set out in this Agreement.
a. Neither party excludes or limits its liability for: (i) its fraud or fraudulent misrepresentation; (ii) death or personal injury caused by its negligence; (iii) in the case of the Licensee, infringement or misuse of the Licensor’s Intellectual Property Rights by the Licensee; (iv) a breach of section 16; (v) any liability to pay any Fees; or (vi) any other liability which cannot be excluded or limited by applicable law. In addition, the Licensor shall not be liable for any loss, damage, costs, claims or expenses whatsoever arising from the wilful or negligent act or omission of any person not being an employee, sub-contractor or agent of the Licensor.

b. Subject to section 15(a), neither party shall have any liability (whether in contract, negligence, misrepresentation, tort, restitution or otherwise) under or in connection with this Agreement in respect of any: (i) indirect or consequential losses, damages, costs or expenses; (ii) loss of actual or anticipated profits; (iii) loss of contracts, loss of business or loss of opportunity; (iv) loss of use of money; (v) loss of anticipated savings; (vi) loss of revenue or ex gratia payments; (vii) loss of goodwill or reputation; (viii) loss of operation time; or (ix) loss of, damage to or corruption of, data (in each case, except (i), whether such losses are direct, indirect, consequential or otherwise).

c. Subject to section 15(a), the total aggregate liability of a party to the other party under or in relation to this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence) and breach of statutory duty shall not exceed the Fees paid or payable under this Agreement.

d. The Licensee acknowledges that the Licensor’s Confidential Information and Intellectual Property Rights constitute vital business assets of the Licensor and agrees that damages may be insufficient to compensate for a breach of the obligations under this Agreement. Therefore, the Licensor shall be entitled without proof of special damage, in addition to any other right or remedy available to it (including an action for damages), to the remedies of injunction, specific performance and other equitable relief for any actual, threatened or potential breach.

16. CONFIDENTIALITY. The Licensee understands and agrees that the Software, Documentation and any related materials provided to the Licensee as part of this Agreement are “Confidential Information”. That Confidential Information shall not include any information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the Licensee; or (ii) is or becomes available to the Licensee on a non- confidential basis by a third party which is not bound by a confidentiality agreement with the Licensor. The Licensee agrees that the Confidential Information shall be kept confidential and will not be disclosed to any third party or used for any purpose other than evaluating a possible business transaction with the Licensor, without the written consent of the Licensor.

17. FORCE MAJEURE. The Licensor shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labour or materials through its regular sources. The Licensor’s time for performance of any such obligation shall be extended for the time period of such delay or the Licensor may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to the Licensee.

18. TERMINATION.
a. Either party may terminate or suspend this Agreement immediately by notice in writing to the other party if: (i) the other party fails to remedy any material breach of this Agreement after having been required in writing to remedy such breach within a period of no less than 30 days; or (ii) in any event, (where the terminating party is the Licensor) the Licensee is in breach of, or is using the SaaS Services, the Software and/or the Documentation contrary to, the terms of this Agreement or is otherwise infringing the Licensor’s Intellectual Property Rights.
b. Any Fees paid in accordance with section 10 shall be non-refundable upon early termination of this Agreement regardless of the cause of termination.
c. Termination of this Agreement shall be without prejudice to any accrued rights or remedies of either party. Termination of this Agreement will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
d. Upon termination or expiry of this Agreement (whichever is earlier) each party shall (at the other party’s request) return or delete and make no further use of any Confidential Information of the other party, equipment, property, materials and other items (and all copies of them) belonging to the other party (except the Licensor may retain reasonable professional records of the Licensee’s use of the SaaS Services).
e. The Licensor may suspend the Licensee’s right to access the SaaS Services or use any portion or all of the SaaS Services immediately upon written notice to the Licensee if it determines: (i) that the Licensee’s (or an Authorised User’s) use of or access to the SaaS Services (a) poses a security risk to the Licensor, the SaaS Services or any third party; (b) may adversely impact availability or performance of the SaaS Services, the Software or the systems or software of any other customer of the Licensor; (c) may subject the Licensor or any third party to any liability; or (d) may be fraudulent; or (ii) that the Licensee, or any Authorised User, is in breach of this Agreement or any other agreement by which software being used on or in conjunction with the SaaS Services is licensed.
f. The Licensor shall reinstate the suspended SaaS Services once it has established the cause of the suspension has been remedied or ceased to exist. Where the cause of the suspension persists for more than thirty (30) days, the Licensor may immediately terminate this Agreement.

19. GENERAL. This Agreement, and all disputes arising between the parties, shall be governed by and construed in accordance with the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the English courts. This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof and supersedes all prior proposals, agreements, negotiations, representations, writings and all other communications, whether written or oral, between the parties and may only be modified in a writing signed by an authorised representative of the party against whom enforcement is sought. Each party acknowledges that in entering into this Agreement (and the Order Form), it has not relied upon collateral or other warranties, assurances, undertakings or representations (whether innocently or negligently made) by the other party in relation to the subject matter of this Agreement (or relevant Order Form) (together “Pre-Contractual Statements”), except for those rights and remedies available under this Agreement (or the relevant Order Form). Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements. Nothing in this section 19 shall limit or exclude any liability for fraud.

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect without being impaired. Notwithstanding the foregoing, the parties shall thereupon negotiate in good faith in order to replace the invalid, illegal or unenforceable provision by a provision, which meets the economical intentions of the parties to the utmost extent possible. This provision shall also be applicable in case of an omission of the parties. Neither party shall without prior written consent of the other party assign or otherwise transfer or dispose of its rights or obligations in whole or in part hereunder. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, appoint either party as the agent of the other party, nor authorise either party to make or enter into any commitments for or on behalf of the other party. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.