Commences on the day of set up  

(1) Supplier: MESMA LIMITED incorporated and registered in England and Wales with company number 7641449 whose registered office is 27/28 Fredrick Street, Sunderland. SR1 1LZ.
(2) Client: See organisation name on quote and/or invoice

BACKGROUND
(A)
The Supplier has developed a web-based system to aid the development of self assessment and improvement planning activities for the education and skills sector and certain software applications and platforms which it makes available to clients via the internet on a payment basis as outlined in your quote and/or invoice.
(B)
The Client wishes to use the Supplier's service in its business operations and the Supplier has agreed to provide and the Client has agreed to take and pay for the Supplier's service subject to these terms and conditions.
OPERATIVE PROVISIONS

The Client confirms its order for the Supplier to provide the Services referred to in the quote. The terms and conditions set out overleaf and agrees to pay the Total Fees listed below.
LICENCE FEES

Additional User Licence Fees

Additional User Licences may be purchased by the Client in accordance with clause 3.
Provision of Client Subcontractors

Where an organisation wishes to grant user licences to its subcontractors or other companies within the group, the Client must request a quote from the Supplier.  
Excess Storage Fees

The Supplier’s excess storage fees current as at the Effective Date are priced on request.
Prices

The prices set out in this quote and/or invoice remain valid for the term of the licence agreement and future renewals will be charged at the advertised price at the time of renewal.
All prices EXCLUDE VAT – which will be added to the invoice at the current UK rate.  

TERMS AND CONDITIONS OF LICENCE
1 INTERPRETATION
1.1
The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users:
those employees who are authorised by the Client to use the Services, as further described in clause 2.2(d).  Other users outside the business will be subject to additional fees.  
Business Day:
any day which is not a Saturday, Sunday or public holiday in [the UK].
Change of Control:
the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
Confidential Information:
information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.
Client Data:
the data inputted by the Client, Authorised Users, or the Supplier on the Client's behalf for the purpose of using the Services or facilitating the Clients use of the Services.  
Documentation:
the document made available to the Client by the Supplier online via WWW.MESMA.CO.UK or such other web address notified by the Supplier to the Client from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date:
the date you are issued with your login.
Initial Licence Term:
the period set out in your quote and/or invoice.
Licence Term:
the term of this agreement as set out in clause 14
Normal Business Hours:
9.00 am to 5.00 pm local UK time, on each Business Day.
Order:
the order agreed by the Client to which these Terms and Conditions are apply.
Renewal Period:
the period described in clause 14.1.
Services:
the Licence services provided by the Supplier to the Client under this agreement via WWW.MESMA.CO.UK or any other website notified to the Client by the Supplier from time to time, as more particularly described in the Documentation.
Software:
the online software applications provided by the Supplier as part of the Services.
Licence Fees:
the Licence fees payable by the Client to the Supplier for the User Licences, as set out in your quote and/or invoice.
User Licences:
the user Licences purchased by the Client pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Virus:
any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2
Clause, headings shall not affect the interpretation of this agreement.
1.3
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person's legal and personal representatives, `successors or permitted assigns].
1.4
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5
Words in the singular shall include the plural and vice versa.
1.6
A reference to one gender shall include a reference to the other genders.
1.7
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8
A reference to writing or written includes faxes and e-mail.
1.9
References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2. USER LICENCES

2.1
Subject to the Client purchasing the User Licences in accordance with clause 3.3 and clause 9.1, the  restrictions set out in this clause 1.9 and the other terms and conditions of this agreement, the Supplier hereby grants to the Client a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Licence Term solely for the Client’s internal business operations.
2.2
In relation to the Authorised Users, the Client undertakes that:
(a)
the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Licences it has purchased;
(b)
it will not allow or suffer any User Licence to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c)
each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep his password confidential;
(d)
it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s verbal or written request at any time or times;
(e)
it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User.  
(f)
if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g)
if any of the audits referred to in clause 2.2(e) reveal that the Client has underpaid Licence Fees to the Supplier, the Client shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the Licence Fees set out in the agreement on presentation of an invoice from the Supplier.
2.3
The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.
2.4
The Client shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i)
and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii)
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b)
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
(c)
use the Services and/or Documentation to provide services to third parties; or
(d)
subject to clause 19.1, 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 Authorised Users, or
(e)
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 1.9; and
2.5
The Client 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 the Supplier.
2.6
The rights provided under this contract are granted to the Client only, and shall not be considered granted to any subsidiary, holding company or sub-contractor of the Client without specific written permission from the supplier.  Additional fee’s will apply as detailed in schedule 1.
3. ADDITIONAL USER LICENCES
3.1
Subject to clause 3.2 and clause 3.3, the Client may, from time to time during any Licence Term, purchase additional User Licences in excess of the number set out in the quote and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
3.2
If the Client wishes to purchase additional User Licences, the Client shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Licences and respond to the Client with approval or disapproval of the request (such approval not to be unreasonably withheld).
3.3
If the Supplier approves the Client’s request to purchase additional User Licences, the Client shall, on presentation of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Licences and, if such additional User Licences are purchased by the Client part way through the Initial Licence Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Licence Term or then current Renewal Period (as applicable).
4. SERVICES
4.1
The Supplier shall, during the Licence Term, provide the Services and make available the Documentation to the Client on and subject to the terms of this agreement.
4.2.
The Supplier shall use commercially reasonable endeavours to make the Services available 12 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of [06.00 pm to 06.00 am UK time and saturdays, sundays and UK bank holidays and the client shall receive at least 7 days notice of any scheduled down-time; and

(b)The Supplier will, as part of the Services and at no additional cost to the Client, provide the Client with the Supplier’s standard Client support services during Normal Business Hours.  The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.  
5. CLIENT DATA

5.1 The Client shall own all rights, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
5.2 The Supplier shall follow its archiving procedures for Client Data as set out in its Back-Up Policy available on request. The policy may be amended by the Supplier in its sole discretion from time to time.  In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Client Data maintenance and back-up).  
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Clients Data available on request. The policy may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Client’s behalf when performing its obligations under this agreement, the parties record their intention that the Client shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Client acknowledges and agrees that the personal data may be transferred or stored outside the EEA;  
(b) the Client shall ensure that the Client is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Client’s behalf;
(c) the Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Client from time to time; and
(e) 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.
6. THIRD PARTY PROVIDERS

The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.  The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not the Supplier.  The Supplier recommends that the Client refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
7. SUPPLIER'S OBLIGATIONS

7.1 The Supplier undertakes that the Services will be performed in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking.  Notwithstanding the foregoing, the Supplier:
(a) does not warrant that the Client's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client's requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This agreement shall not prevent the Supplier 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.
7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
8. CLIENTS OBLIGATIONS

The Client shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier; in order to render the Services, including but not limited to Client Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) allow Mesma to publish their brand logo on the Mesma website (www.mesma.co.uk);
(g) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(h) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.
9. CHARGES AND PAYMENT

9.1 The Client shall pay the Licence Fee’s to the Supplier for the User Licences in accordance with this clause 8(h).
The Client shall on the Effective Date provide to the Supplier valid, up-to-date and complete direct debit mandate details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides:
(a) its direct debit mandate details to the Supplier, the Client hereby authorises the Supplier to collect payment via such mandates: 

  • (i) on the Effective Date for the Licence Fees payable in respect of the Initial Licence Term; and 
  • (ii) subject to clause 14.1, on each anniversary of the Effective Date for the Licence Fees payable in respect of the next Renewal Period; 

(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Client: 

  • (i) on the Effective Date for the Licence Fees payable in respect of the Initial Licence Term; and 
  • (ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Licence Fees payable in respect of the next Renewal Period, and the Client shall pay each invoice on presentation of such invoice. 

9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Client, disable the Client’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier's bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgement.
9.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 13.4(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
9.5
If, at any time whilst using the Services, the Client exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Client, and the Client shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current can be provided on request.
9.6 The Supplier shall be entitled to increase the Fees.  The Client will be notified in via invoice.
10. PROPRIETARY RIGHTS

10.1 The Client acknowledges and agrees that the Supplier owns all intellectual property rights in the Services and the Documentation developed by MESMA LIMITED. Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services  or the Documentation.
10.2 The Supplier confirms that it has all the rights in relation to the Services  and the Documentation developed by MESMA LIMITED that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11. CONFIDENTIALITY

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement.  A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence;
(e) or is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2
Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
11.3 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.
11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.5 The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
11.6 The Supplier acknowledges that the Client Data is the Confidential Information of the Client.
11.7
This clause 11 shall survive termination of this agreement, however arising.
12. INDEMNITY

12.1 The Client shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services and/or Documentation, provided that:  
(a) the Client is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and
(c) the Client is given sole authority to defend or settle the claim.
12.2 The Supplier shall, subject to clause 12.5, defend the Client, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgement or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) development can be shown by written evidence; the Client provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.  
12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than the Supplier; or
(b) the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by the Supplier; or
(c) the Client's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
12.5 The foregoing states the Client's sole and exclusive rights and remedies, and the Supplier's (including the Supplier’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.  
13. LIMITATION OF LIABILITY

13.1 This clause 13 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
(a) any breach of this agreement;
(b) any use made by the Client of the Services and Documentation or any part of them; and
(c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this agreement.
13.2 Except as expressly and specifically provided in this agreement:
(a) the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Client in connection with the Services, or any actions taken by the Supplier at the Client's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the Documentation are provided to the Client on an "as is" basis.
13.3
Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.  
13.4 Subject to clause 13.2 and clause 13.3:
(a) the Supplier shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Licence Fees paid for the current User Licences immediately preceding the date on which the claim arose.
14. TERM AND TERMINATION

14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Licence Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:  
(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Licence Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Licence Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;and the Initial Licence Term together with any subsequent Renewal Periods shall constitute the Licence Term.
14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:  
(a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
(e) development can be shown by written evidence;the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) there is a change of control of the other party within the meaning of section 840 of the Income and Corporation Taxes Act 1988; or
(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
14.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;  
(b) 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;
(c) the Supplier may destroy or otherwise dispose of any of the Client Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Client Data; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
15. FORCE MAJEURE

The Supplier shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
16. WAIVER
16.1
A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
16.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
17. SEVERANCE

17.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18. ENTIRE AGREEMENT

18.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
18.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
19. ASSIGNMENT

19.1 The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
19.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
20. NO PARTNERSHIP OR AGENCY

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

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

22.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand, email or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.
23 GOVERNING LAW AND JURISDICTION

23.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
23.2 The parties irrevocably agree that the courts of England 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).

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