Saas Terms

PITCHED
Incorporating Pitched Applications Limited and Pitched Booking Limited

DEFINITIONS

1. Interpretation

   1. Clause, schedule and paragraph headings shall not affect the interpretation of these SaaS Terms

   2. 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.

   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 writing or written includes e-mail.

   7. References to clauses and schedules are to the clauses and schedules of the Agreement; references to paragraphs are to paragraphs of the relevant schedule to the Agreement

2. Licence to use the SaaS Services

   1. Subject to the Customer paying the fees due under this Agreement and complying with the terms of this Agreement, the Customer is granted a non-exclusive, non-transferable right to permit the Authorised Users to use the SaaS Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations. Such licence shall permit the Customer to make such copies of software or other information as are required for the Customer to receive the SaaS Services. Where open source software is used as part of the Software, such software use by the Customer will be subject to the terms of the open source licences. No additional implied rights are granted beyond those specifically mentioned in this clause.

   2. Notwithstanding the Customer’s statutory rights, no right to modify, adapt, or translate the Software or create derivative works from the Software is granted to the Customer.

   3. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the Software comprised within the SaaS Services. Disassembly, decompilation or reverse engineering and other source code derivation of the Software comprised within the SaaS Services is prohibited. To the extent that the Customer is granted the right by law to decompile such Software in order to obtain information necessary to render the SaaS Services interoperable with other software the Company will provide access to any relevant source code or information provided that the Customer makes a written request identifying the relevant details of the SaaS Services with which operability is sought and the nature of the information needed. The Company has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information.

   4. Unless otherwise specified in this Agreement, the SaaS Services are provided and may only be used in conjunction with:

      1. the Customer’s existing systems and applications in order to facilitate the Customer’s transactions with its clients.

      2. providing access to the Services solely to its clients and Authorised Users for the Purpose.

      3. accessing and using the Documentation as necessary to enable use of the SaaS Services.

   5. The Customer may not:

      1. lease, loan, resell, assign, licence, distribute or otherwise permit access to the SaaS Services; or

      2. use the SaaS Services to provide ancillary services related to the Services; or

      3. permit access to or use of the SaaS Services by or on behalf of any third party; except as expressly permitted in these SaaS Terms.

   6. The Company reserves the right to electronically monitor the Customer’s use of the SaaS Services.

   7. The Customer grants the Company the perpetual right to use Statistical Data and nothing herein shall be construed as prohibiting the Company from utilizing the Statistical Data for business and/or operating purposes, provided that the Company does not share with any third party Statistical Data which reveals the identity of the Customer, Customer’s users, or Customer’s Confidential Information.

3. User Subscriptions

   1. The Customer warrants and represents that:

      1. it will not permit 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 SaaS Services and/or Documentation;

      2. it and Authorised Users shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the SaaS Services and Documentation granted under these SaaS Terms is limited as set out under these SaaS Terms. In particular the Customer and Authorised Users shall treat any identification, password or username or other security device for use of the SaaS Services and Documentation with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of this clause shall be immediately notified to the Company in writing;

      3. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Company within 5 Business Days of the Company’s written request at any time or times;

      4. it shall permit the Company to audit the SaaS Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Company’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;

      5. if any of the audits referred to in clause 3.a.iv above reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Company’s other rights, the Customer shall promptly disable such passwords and the Company shall not issue any new passwords to any such individual; and

      6. if any of the audits referred to above reveal that the Customer has underpaid Subscription Fees to the Company, then without prejudice to the Company’s other rights, the Customer shall pay to the Company an amount equal to such underpayment as calculated in accordance with the prices set out in Order Form within 10 Business Days of the date of the relevant audit.

      7. it shall be liable for any breach of the terms of the Agreement caused by an Authorised User as if such breach had been caused by the Customer itself.

   2. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of using the SaaS 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 the Company reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

   3. The rights provided under these SaaS Terms are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

4. Additional User Subscriptions

   1. The Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions and the Company shall grant access to the SaaS Services and the Documentation to such additional Authorised Users in accordance with the provisions of these SaaS Terms.

   2. If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Company in writing. The Company shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request.

   3. If the Company approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days ofthe date of the Company’s invoice, pay to the Company the relevant fees for such additional User Subscriptions and, if such additional User Subscriptions are purchased by the Customer 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).

5. Provision of the Software and Services

   1. The Company shall, during the Subscription Term, provide the SaaS Services and make available the Documentation to the Customer on and subject to the provisions of these SaaS Terms.

   2. The Company shall use commercially reasonable endeavours to make the SaaS Services available 24 hours a day, seven days a week, excluding any:

      1. planned maintenance; and

      2. unscheduled maintenance performed either during or outside of Normal Business Hours.

   3. The Company will, as part of the SaaS Services and at no additional cost to the Customer, provide the Customer with the Company’s standard customer support services during Normal Business Hours in accordance with the SLA. The Company may amend the SLA in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Company’s then current rates.

6. Data Protection

   1. Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.

   2. To the extent that personal data is processed when the Customer or Authorised Users use the SaaS Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.

   3. the Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller and the parties shall comply with their respective statutory data protection obligations and the terms of the DPA.

   4. Where the Company collects and processes personal data of the Customer, as a data controller, when providing the SaaS Services to the Customer or Authorised User, such collection and processing shall be in accordance with the Privacy Policy.

   5. If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.

7. Third Party Providers
   The Customer acknowledges that the SaaS 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 Company 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 Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Company. The Company recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Company does not endorse or approve any third-party website nor the content of any of the third-party website made available via the SaaS Services.

8. Warranties

   1. Each party warrants and represents that:

      1. it has full corporate power and authority to enter into the Agreement and to perform the obligations required under these SaaS Terms;

      2. the execution and performance of its obligations under the Agreement does not violate or conflict with the terms of anyother agreement to which it is a party and is in accordance with any applicable laws; and

      3. it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to the Agreement.

   2. The Company warrants and represents to the Customer that:

      1. it has the right to licence the SaaS Services to the Customer;

      2. the SaaS Services shall be performed with reasonable skill and care, in a professional manner, in accordance with good industry practice and in accordance with the SLA;

      3. the SaaS Services will operate to provide in all material respects the facilities and functions implemented by the Company as set out in the Documentation.

   3. The warranty in clause 8.b.iii shall not cover deficiencies or damages relating to:

      1. any third party components not provided by the Company; or

      2. any third party provided connectivity necessary for the provision or use of the SaaS Services; or

      3. compliance with third party software or products, non-Company programmes or data used in combination with the SaaS Services except as set out in the Documentation; or

      4. a failure of the SaaS Services to conform with the Documentation caused by the use or operation of the SaaS Services with an application or in an environment other than that set out in the Documentation; or

      5. modification or alteration of the SaaS Services by any party other than the Company or the Company’s duly authorised contractors or agents

   4. If there is a breach of the warranty in clause 8.b.iii, the Company shall use reasonable commercial endeavours, to correct any material defect or to replace the defective SaaS Services. Notwithstanding the aforesaid, the Company shall only be obliged to remedy any material defect if:

      1. the Customer notifies the Company in writing immediately upon discovering the defect; and

      2. Following the Company’s examination of the SaaS Services, it is established that such a defect exists.

         Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of this warranty.

   5. No warranty is made:

      1. regarding the results that the Customer can achieve from using the SaaS Services; or

      2. that the Customer’s use of the SaaS Services will be uninterrupted or error-free; or

      3. that the SaaS, Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

      4. the Customer acknowledges that the Company is not responsible for any delays, delivery failures, or any other loss ordamage resulting from the transfer of data over communications networks and facilities, including the Internet, and the Customer acknowledges that the SaaS Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

   6. The Customer warrants and represents to the Company that it shall:

      1. provide the Company with all necessary co-operation in relation to the Agreement;

      2. provide all necessary access to such information as may be required by the Company; in order to provide the SaaS Services, including but not limited to Customer Data, security access information and configuration services;

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

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

      5. rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfil its obligations under these SaaS Terms and necessary for the Company, its contractors and agents to perform their obligations under these SaaS Terms, including without limitation the SaaS Services;

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

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

   7. The parties agree that all third party content or information provided by the Company via the SaaS Services, for example prices is provided “as is”. The Company provides no warranties in relation to such content or information and shall have no liability whatsoever to the Customer for its use or reliance upon such content or information.

   8. Except as expressly stated in these SaaS Terms, all warranties and conditions, whether express or implied by statute, common law orotherwise (including but not limited to satisfactory quality and fitness for purpose) are excluded to the fullest extent permitted by law.

9. Fees, Invoicing and Payment

   1. The Customer shall pay the Subscription Fees to the Company for the User Subscriptions as set out in the Order Form.

   2. Subscription Fees shall be calculated based on the price of each booking or based the number of pitches at the Customer’s site, as set out in the Order Form.

   3. The Customer shall on the Effective Date provide to the Company valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Company and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

      1. its credit card details to the Company, the Customer hereby authorises the Company to bill such credit card:
         (a)     on the Effective Date for the Subscription Fees payable in full, in advance, in respect of the Initial Subscription Term; and

         (b)     during the Subscription Term, on each anniversary of the Effective Date for the Subscription Fees as may be amended to factor in additional User Subscriptions purchased in accordance with these SaaS Terms payable in respect of the next Renewal Period;

      2. its approved purchase order information to the Company, the Company shall invoice the Customer:
         (a)     on the Effective Date for the Subscription Fees payable in full, in advance in respect of the Initial Subscription Term; and

         (b)     during the Subscription Term, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in full, in advance in respect of the next Renewal Period,

         and the Customer shall pay each invoice within 14 days after the date of each such invoice.

   4. If the Company has not received payment within 14 days after the due payment date, and without prejudice to any other rights and remedies of the Company:

      1. the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part ofthe SaaS Services and the Company shall be under no obligation to provide any or all of the SaaS 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 5% over the then current base lending rate of Lloyds Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; and

      3. the Company reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.

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

      1. shall be payable in pounds sterling;

      2. are unless expressly stated otherwise in these SaaS Terms, non-cancellable and non-refundable;

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

   6. If, at any time whilst using the SaaS Services, the Customer exceeds the specification of the usage plan included the Order Form, the Company shall charge the Customer, and the Customer shall pay, the Company’s then current excess usage fees. The Company’s excess usage fees current as at the Effective Date are set out in the Order Form.

   7. The Company shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions and/or excess usage fees payable pursuant to clause 9.f above at the start of each Renewal Period upon giving the Customer at least 14 days notice and the Order Form shall be deemed to have been amended accordingly.

10. Intellectual Property Rights

    1. All IPR and title to the SaaS Services and Documentation (save to the extent these incorporate any Customer Data, Customer IPRs or third party owned item) shall remain with the Company and/or its licensors and subcontractors. No interest or ownership inthe SaaS Services, Documentation, Company IPRs or otherwise is transferred to the Customer under these SaaS Terms.

    2. The Customer is not allowed to remove any proprietary marks or copyright notices from the Documentation or SaaS Services.

    3. The Customer shall retain sole ownership of all rights, title and interest in and to Customer Data and its pre-existing IPRs and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants the Company a non-exclusive, licence to use Customer Data, Customer IPRs and any third party owned item from the Effective Date for the Subscription Term to the extent required for the provision of the SaaS Services.

    4. The Customer grants the Company a non-exclusive, non-transferable, revocable licence to display the Customer’s name, logo and trademarks, as designated and/or amended by the Customer from time to time and as required in the creation of correspondence, documentation and website front ends in the provision of the SaaS Services.

    5. The Customer assigns all rights, title and interest in any Feedback to the Company. If for any reason such assignment is ineffective,the Customer shall grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.

    6. The Company may take and maintain technical precautions to protect the SaaS Services and Documentation from improper or unauthorised use, distribution or copying.

11. Confidentiality

    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these SaaS 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 may use the Confidential Information of the other only for the purposes of these SaaS Terms. Each party must keep confidential all Confidential Information disclosed to it, except where the recipient of Confidential Information is required to disclose the Confidential Information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject.

    3. Each party may disclose the Confidential Information of the other party to those of its employees and agents who need to know the Confidential Information for the purposes of these SaaS Terms, but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in the Agreement.

    4. Both parties agree to return (or destroy) all documents, materials or data containing Confidential Information to the disclosing party without delay upon completion of the SaaS Services or termination or expiry of the Agreement.

    5. The Customer acknowledges that details of the SaaS Services, and the results of any performance tests of the SaaS Services, constitute the Company’s Confidential Information.

    6. The Company acknowledges that Customer Data is the Confidential Information of the Customer.

    7. If either party is required to disclose any Confidential Information pursuant to clause 11.a.v above such party shall, where lawfully permitted to do so:

       1. promptly consult with and take into account any comments from the other party prior to making any disclosure; and

       2. work with the other party to ensure that any exemptions or other legitimate means of preventing disclosure or limiting disclosure are used to the fullest extent possible.

    8. This clause 11 shall survive termination of the Agreement, however arising.

    9. No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

12. Indemnity

    1. The Customer shall defend, indemnify and hold harmless the Company, its employees, officers, subcontractors or agents against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) resulting directly or indirectly from:

       1. any infringement or breach by the Customer, an Authorised User or a client of the Customer of any third party’s IPRs with respect to use of the SaaS Services outside of the scope of these SaaS Terms;

       2. use by the Company of any Customer Data or Customer, Authorised User or third party provided item that is imported into the SaaS Services;

       3. breaches of data protection law or regulations or the terms of the DPA by the Customer, an Authorised User or client of the Customer;

       4. any access to or use of the SaaS Services by an Authorised User, or client of the Customer;

       5. any breach of the terms of the SaaS Term by an Authorised User or client of the Customer;

          and the Company shall be entitled to take reasonable measures in order to prevent such breach from continuing.

    2. The indemnity given by the Customer in clause 12.a above is subject to:

       1. the Customer being given prompt notice of any such claim;

       2. the Company providing reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

       3. the Customer being given sole authority to defend or settle the claim.

    3. The Company shall at its own expense, defend or at its own option settle any claim brought against the Customer by a third party on the basis of an infringement of any IPRs by the Services (excluding any claim deriving from any Customer Data or Customer or Authorised User provided item) and pay any final judgment entered against the Customer on such issue or any settlement thereof, provided that:

       1. the Company is given prompt notice of any such claim;

       2. the Customer provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company’s expense; and

       3. the Company is given sole authority to defend or settle the claim.

    4. In the defence or settlement of any claim, the Company may procure the right for the Customer to continue using the SaaS Services, replace or modify the SaaS Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the SaaS Services and the Agreement on 3 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

    5. In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

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

       2. the Customer’s use of the SaaS Services or Documentation in any manner inconsistent with the SaaS Terms; or

       3. the combination, operation or use of the SaaS Services with other services or software not provided by the Company if such infringement would have been avoided in the absence of such combination, operation or use; or

       4. the negligence or wilful misconduct of the Customer; or

       5. the Customer’s use of the SaaS Services or Documentation after notice of the alleged or actual infringement from the Company or any appropriate authority.

    6. The above clauses 12.d and 12.e state the Customer’s sole and exclusive rights and remedies, and the Company’s (including the Company’s employees’, agents’ and sub-contractors’) entire obligations and liability, for an indemnity claim.

13. Limitation of Liability

    1. This clause 13 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

       1. arising under or in connection with these SaaS Terms;

       2. in respect of any use made by the Customer of the SaaS 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 SaaS Terms.

    2. Except as expressly and specifically provided in the SaaS Terms or where prohibited by law:

       1. the Customer assumes sole responsibility for results obtained from the use of the SaaS Services and the Documentation by the Customer, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the SaaS Services, or any actions taken by the Company at the Customer’s 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 SaaS Terms; and

       3. the SaaS Services and the Documentation are provided to the Customer on an “as is” basis.

    3. Nothing in these SaaS Terms excludes the liability of the Company:

       1. for death or personal injury caused by the Company’s negligence; or

       2. for fraud or fraudulent misrepresentation; or

       3. wilful misconduct.

    4. Subject to clauses 13.b and 13.c the Company 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 (whether categorised as direct or indirect) arising out of or related to these SaaS Terms, even if a party was advised of the possibility of such damages.

    5. Subject to clauses 13.b and 13.c the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any Consequential Loss arising out of or related to these SaaS Terms, even if a party was advised of the possibility of such damages.

    6. Subject to clauses 13.a to 13.e inclusive, the total liability of the Company to the Customer in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising out of or related to  these SaaS Terms or based upon any claim for indemnity or contribution shall be limited to the total amounts (excluding all taxes) paid by the Customer to the Company for the SaaS Services during the twelve (12) month period prior to the date on which any such claim arose. If the duration of the Agreement has been less than twelve (12) months, such shorter period shall apply.

    7. The parties acknowledge and agree that in entering into the Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.

14. Term and Termination

    1. The Subscription Term shall commence on the Effective Date, and shall continue for the Initial Subscription Term unless otherwise terminated as provided in this clause 14. Upon expiry of the Initial Subscription Term the Subscription Term shall automatically renew for successive Renewal Periods, unless or until:

       1. either party terminate the Subscription Term by giving notice in writing to the other party, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Subscription Term and the SaaS Services shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

       2. either party terminates the SaaS Services, Subscription Term or Agreement in accordance with the other provisions of the Agreement

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

       1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default notless than 14 days after being notified in writing to make such payment; or

       2. the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so; or

       3. the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these SaaS Terms; or

       4. ceases or threatens to cease or carry on business; or

       5. is unable to pay its debts or enters into compulsory insolvency or voluntary liquidation; or

       6. convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; or

       7. has an administrator, receiver, manager or similar official appointed; or

       8. is affected by a similar event under the law of any other jurisdiction; or

       9. A Force Majeure event lasts for more than 28 days.

    3. The Company may terminate the Agreement or the provision of any SaaS Services with immediate effect if:

       1. the Customer has used or permitted use of SaaS Services other than in accordance with the Agreement; or

       2. the Company is prohibited under applicable law, or otherwise from providing the SaaS Services.

    4. On termination of the Subscription Term or the Agreement for any reason:

       1. all licences granted under the Agreement 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. at the option of the Customer and following receipt of a request from the Customer delete (in accordance with the terms of the DPA) or return all Customer Data stored in the Company’s database in its then current format, free of charge, provided that such request is made within 30 days of termination If the Customer requires any Customer Data to be returned in a different format the Company reserves the right to charge for this additional service on a time and materials basis; and

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

15. Force Majeure
    Except with respect to the Customer’s obligation to pay the Subscription Fees, if a party is wholly or partially unable to comply with its obligations under these SaaS Terms due to Force Majeure, then that party’s obligation to perform in accordance with the provisions of the SaaS Terms will be suspended for the duration of the Force Majeure. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under the SaaS Terms. Neither party shall be liable to the other as a result of any delay or failure to perform an obligation resulting from a Force Majeure event.

16. Conflict
    In the event of any inconsistency between the provisions of an Order Form and the SaaS Terms the terms of the Order Form shall prevail.

17. Amendments
    Amendments to, these SaaS Terms, shall be in writing and shall be deemed to have been duly given if sent by registered post to a party at the address given for that party in the Order Form. Notwithstanding the aforesaid, the Company may change or modify the terms ofthe Agreement in order to comply with a change in applicable law, upon giving the Customer 30 days notice via email. All changes shall be deemed to have been accepted by the Customer unless the Customer terminates the Agreement prior to the expiry of the 30 day period.

18. Waiver
    No failure or delay by a party to exercise any right or remedy provided under these SaaS 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.

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

20. Severance

    1. If any provision (or part of a provision) of these SaaS 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.

    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.

21. Entire Agreement

    1. These SaaS Terms, and any documents referred to in them, constitute the entire agreement and understanding between the parties and supersede all prior agreements, negotiations and discussions between the parties relating to the provision and use of the SaaS Services.

    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 these SaaS Terms or not) relating to the subject matter of these SaaS Terms, other than as expressly set out in these SaaS Terms.

22. Assignment

    1. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

    2. The Company 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 the Agreement.

23. No Partnership of Agency
    Nothing in these SaaS 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).

24. Third Party Rights
    Nothing contained in these SaaS Terms  is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.

25. No Exclusivity
    These Sass Terms shall not prevent the Company 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 SaaS Terms.

26. Notices

    1. Any notice required to be given under these SaaS Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Order Form, or such other address as may have been notified by that party for such purposes or sent by email where specifically permitted by these SaaS Terms.

    2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. A notice sent by email shall be deemed to have been received at the time of transmission.

27. Governing Law and Jurisdiction
    These SaaS Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. and the parties shall submit to the exclusive jurisdiction of the English courts.