Tailored Workflow Management Software

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE MAKING USE OF THE SERVICES

We have developed certain software applications and platforms which we make available to subscribers via the internet on a pay-per-use basis (the Services).

These Terms (together with the documents referred to in them) are the terms on which the Services will be provided.

Please read these Terms carefully before proceeding any further.

No use can be made of the Services unless these Terms have been accepted.

You will be deemed to have accepted these Terms in their entirety as soon as you begin to use the Services or make any payment to us as regards the use of our Services.

These Terms may be modified by us from time to time without notice. We recommend that you review the Terms on a regular basis. You understand and agree that any use by you of the Services following changes having been posted by us will be deemed acceptance of any such changes. If we make a change to the Terms, we may email you notice of any such change.

1. DEFINITIONS

   1. For the purposes of these Terms:

      "We", "us" and "our" means GRAPHICAL DATA LIMITED a company incorporated in Northern Ireland with company number NI072100 and whose registered office address is at 19-21 Oremeau Avenue, Second Floor, Belfast, Co. Antrim, BT2 8HD.

      "You" and "Your" means the person accepting these Terms and agreeing to become our customer for the Services.

      "Authorised Users" means those of your employees, agents and independent contractors who are authorised by you to use the Services and the Documentation, as further described in clause 2.2.4.

      "Business Day" means a day other than a Saturday, Sunday or public holiday in Northern Ireland when banks in Belfast are open for business.

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

      "Customer Data" means the data inputted by you, Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services.

      "Documentation" means the document made available to you by us online or other medium notified to you by us from time to time which sets out a description of the Services and the user instructions for the Services.

      "Effective Date" means the date on which you accepted or are deemed to have accepted these Terms.

      "Initial Subscription Term" means the initial term for which the Services are to be provided as set out in the Quotation.

      "Normal Business Hours" means 8.00 am to 6.00 pm local UK time, each Business Day.

      "Open-Source Software" means any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (http://www.opensource.org/docs/definition.php) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at http://www.gnu.org/licenses/gpl.html), or anything similar, included or used in, or in the development of, the Supplier Software, or with which the Supplier Software is compiled or to which it is linked.

      "Quotation" means the written quotation issued to you by us in relation to the Services you wish us to provide under these Terms.

      "Renewal Period" means the period described in clause 13.1.

      "Software" means the online software applications provided by us as part of the Services.

      "Subscription Fees" means the subscription fees payable by you to us for the User Subscriptions, as set out in the Quotation.

      "Subscription Term" has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods). Where you have entered into a licence for an initial trial period, the Subscription Term shall be deemed to be the period for which such trial has been granted.

      "Support Services Policy" means our policy for providing support in relation to the Services as made available at https://gdresolve.com/ or such other website address as may be notified to you from time to time.

      "User Subscriptions" means the user subscriptions purchased by you pursuant to clause 8.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Terms.

      "Virus" means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

   2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

   3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

   4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

   5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

   6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms and a reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.

   7. A reference to writing or written includes faxes and e-mail.

   8. References to clauses are to the clauses of these Terms.

2. USER SUBSCRIPTIONS

   1. Subject to:

      1. you purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1; or

      2. you using the Services on a trial basis as the case may be under clause 14,

      and subject to the restrictions set out in this clause 2 and the other provisions of these Terms, we hereby grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal business operations.

   2. In relation to the Authorised Users, you undertake that:

      1. the maximum number of Authorised Users that you authorise to access and use the Services and the Documentation shall not exceed the number of User Subscriptions you have purchased from time to time;

      2. you will not allow or suffer any User Subscription 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;

      3. each Authorised User shall keepa secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keephis password confidential;

      4. you shall maintain a written, upto date list of current Authorised Users and provide such list to us within 5 Business Days of our written request at any time or times;

      5. if we discover that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, we shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and

      6. if we discover that you have underpaid Subscription Fees to us, then without prejudice to our other rights, you will pay to us an amount equal to such underpayment as calculated in accordance with the prices set out in the Quotation within 10 Business Days of the date of the relevant audit.

   3. You will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:

      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      2. facilitates illegal activity;

      3. depicts sexually explicit images;

      4. promotes unlawful violence;

      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

      6. in a manner that is otherwise illegal or causes damage or injury to any person or property;

      and we reserves the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.

   4. You will not:

      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

      (a) and except to the extent expressly permitted under these Terms, 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

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

      2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

      3. use the Services and/or Documentation to provide services to third parties; or

      4. subject to clause 15.9, 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

      5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and

   5. You shall use best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.

   6. The rights provided under this clause 2 are granted only to you and shall not be considered granted to any of your subsidiaries or any holding company.

3. ADDITIONAL USER SUBSCRIPTIONS

   1. Subject to clause 3.2 and clause 3.3, you may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Quotation and we shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of these Terms.

   2. If you wish to purchase additional User Subscriptions, you shall notify us in writing. We shall evaluate such request for additional User Subscriptions and respond to you with approval or rejection of the request (such approval not to be unreasonably withheld).

   3. If we approve your request to purchase additional User Subscriptions, you shall, within 30 days of the date of our invoice, pay to us the relevant fees for such additional User Subscriptions as set out in the Quotation and, if such additional User Subscriptions are purchased by you part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. SERVICES

   1. We shall, during the Subscription Term, provide the Services and make available the Documentation to you on and subject to the terms of these Terms.

   2. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

      1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

      2. unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours' notice in advance.

   3. We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the Services are provided. We may amend the Support Services Policy in our sole and absolute discretion from time to time. You may purchase enhanced support services separately at our then current rates.

5. CUSTOMER DATA

   1. You will own all right, title and interest in and to all of the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

   2. We will follow our archiving procedures for Customer Data as set out in our Back-Up Policy available at https://gdresolve.com/ or such other website address as may be notified to you from time to time, as such document may be amended by us in our sole discretion from time to time. In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-upof such Customer Data maintained by us in accordance with the archiving procedure described in its Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).

   3. We shall, in providing the Services, comply with our Privacy and Security Policy relating to the privacy and security of the Customer Data available at https://gdresolve.com/ or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.

   4. If we process any personal data on your behalf when performing our obligations under these Terms, the parties record their intention that you will be the data controller and we shall be a data processor and in any such case:

      1. you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Services and our other obligations under these Terms;

      2. you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;

      3. you 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;

      4. 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. OUR OBLIGATIONS

   1. We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

   2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, we:

      1. does not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and

      2. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

   3. These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

   4. We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms but you hereby acknowledge that any Open-Source Software comprised within the Services or the Software may only be used according to the terms and conditions of the specific licence under which the relevant Open-Source Software is distributed.

7. YOUR OBLIGATIONS

   1. You shall:

      1. provide us with:

      (a) all necessary co-operation in relation to these Terms; and

      (b) all necessary access to such information as may be required by us,

      in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

      2. comply with all applicable laws and regulations with respect to your activities under these Terms;

      3. carry out all your other responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

      4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms;

      5. obtain and shall maintain all necessary licences, consents, and permissions necessary for us and our contractors and agents to perform their obligations under these Terms, including without limitation the Services;

      6. ensure that your network and systems comply with the relevant specifications provided by us from time to time; and

      7. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

8. CHARGES AND PAYMENT

   1. You will pay the Subscription Fees to us for the User Subscriptions in accordance with this clause 8 and the Quotation.

   2. You will on the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:

      1. your credit card details to us, you hereby authorise us to bill such credit card:

      (a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

      (b) subject to clause 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

      2. your approved purchase order information to us, we will invoice you:

      (a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

      (b) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

      and you shall pay each invoice within 30 days after the date of such invoice.

   3. If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies:

      1. we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

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

   4. All amounts and fees stated or referred to in these Terms:

      1. shall be payable in pounds sterling;

      2. are, subject to clause 12.4.2, non-cancellable and non-refundable;

      3. are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

   5. If, at any time whilst using the Services, you exceed the amount of disk storage space specified in the Documentation, we will charge you, and you will pay, our then current excess data storage fees. Our excess data storage fees current as at the Effective Date are set out in the Quotation.

   6. We will be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the excess storage fees payable pursuant to clause 8.5 at the start of each Renewal Period upon 90 days' prior notice to you and the Quotation shall be deemed to have been amended accordingly.

9. PROPRIETARY RIGHTS

   1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

   2. Subject as provided at clause 6.4, we confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of these Terms.

10. CONFIDENTIALITY

    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:

       1. is or becomes publicly known other than through any act or omission of the receiving party;

       2. was in the other party's lawful possession before the disclosure;

       3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

       4. is independently developed by the receiving party, which independent development can be shown by written evidence; or

       5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

    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 these Terms.

    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 these Terms.

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

    5. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.

    6. We acknowledge that the Customer Data is your Confidential Information.

    7. This clause 10 shall survive termination of these Terms, however arising.

    8. No party shall make, or permit any person to make, any public announcement concerning these Terms 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.

11. INDEMNITY

    1. You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection you’re your use of the Services and/or Documentation, provided that:

       1. we give you prompt notice of any such claim;

       2. we provide you with reasonable co-operation in the defence and settlement of such claim, at your cost and expense; and

       3. you are given sole authority to defend or settle the claim.

    2. We shall defend you, your 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 you for any amounts awarded against you in judgment or settlement of such claims, provided that:

       1. we are given prompt notice of any such claim;

       2. you provide us with reasonable co-operation in the defence and settlement of such claim, at our cost and expense; and

       3. we are given sole authority to defend or settle the claim.

    3. In the defence or settlement of any claim, we may procure the right for you 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 these Terms on 2 Business Days' notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

    4. In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

       1. a modification of the Services or Documentation by anyone other than us; or

       2. your use of the Services or Documentation in a manner contrary to the instructions given to you by us; or

       3. your use of the Services or Documentation after notice of the alleged or actual infringement from us or any appropriate authority.

    5. The foregoing and clause 12.4.2 states your sole and exclusive rights and remedies, and we (including our employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. LIMITATION OF LIABILITY

    1. This clause 12 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:

       1. arising under or in connection with these Terms;

       2. in respect of any use made by you of the Services and Documentation or any part of them; and

       3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

    2. Except as expressly and specifically provided in these Terms:

       1. you assume sole responsibility for results obtained from your use of the Services and the Documentation and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;

       2. 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 these Terms; and

       3. the Services and the Documentation are provided to you on an "as is" basis.

    3. Nothing in these Terms excludes liability:

       1. for death or personal injury caused by our negligence; or

       2. for fraud or fraudulent misrepresentation.

    4. Subject to clause 12.2 and clause 12.3:

       1. we 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 these Terms; and

       2. our total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

13. TERM AND TERMINATION

    1. These Terms shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these Terms shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless:

       1. either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

       2. otherwise terminated in accordance with the provisions of these Terms;

       and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".

    2. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:

       1. the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

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

       3. 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 article 103 of the Insolvency (Northern Ireland) Order 1989;

       4. 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;

       5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding upof 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;

       6. 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;

       7. 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;

       8. 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;

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

       10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.3 to clause 13.2.9 (inclusive);

       11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

    3. On termination of these Terms for any reason:

       1. all licences granted under these Terms shall immediately terminate;

       2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

       3. we may destroy or otherwise dispose of any of the Customer Data in our possession unless you receive, no later than ten days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back-upof the Customer Data. We shall use reasonable commercial endeavours to deliver the back-upto you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; and

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

14. TRIAL PERIODS

    1. Where we have given you access to the Services at no charge for a trial period, you shall use the Services solely for the purposes of evaluating the Services and the Software and their use within your business. You acknowledge and agree that your access to the Service will, or may, automatically "time out" (that is to say, cease to operate) at the end of the agreed trial period if you have not at that time contracted with us for the on-going use of the Services.

    2. Where the Services are being used on a trial basis as contemplated at clause 14.1, these Terms shall apply in full except that:

       1. this licence may be terminated immediately by us on written notice at any time during the trial period;

       2. save for death and personal injury caused by our negligence, we shall have no liability of any kind in any circumstances whatever to you in respect of the Services, the Software or the Documentation. In particular, we shall have no liability in any circumstances whatever for any data loss or corruption and you agree that you have sole responsibility for protecting your data during your evaluation process;

       3. no representations. conditions, warranties or other terms of any kind are given in respect of the Services, the Software or the Documentation, and all statutory warranties and conditions are excluded to the fullest extent possible;

       4. if notwithstanding the above, we are in any event found liable to you for any reason other than death or personal injury caused by our negligence, the sums payable to you in respect of such liability shall not in any circumstances exceed £5,000;

       5. whilst we may, in our absolute discretion, provide you with our standard customer support services (as contemplated at clause 4.3) during the trial period, you acknowledge that we are not obliged to do so and any support provided under our Support Services Policy during the trial period shall be provided at our discretion.

15. MISCELLANEOUS MATTERS

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

    2. If there is an inconsistency between any of the provisions in the main body of these Terms and the Quotation, the provisions in the main body of these Terms shall prevail.

    3. No failure or delay by a party to exercise any right or remedy provided under these Terms 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.

    4. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

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

    6. 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.

    7. These Terms, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

    8. Each of the parties acknowledges and agrees that in entering into these Terms 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 these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.

    9. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.

    10. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms.

    11. Nothing in these Terms 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).

    12. These Terms does not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

16. GOVERNING LAW & JURISDICTION

    1. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Northern Ireland.

    2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).