Organisation EULA

PLEASE READ THE TERMS OF THIS EULA CAREFULLY

This is a legally binding agreement (EULA) between you (the Customer or you) and us (Reliance Medical Ltd, a company incorporated in England and Wales with company number 05701697 whose registered office is at Reliance Medical, West Avenue, Talke, Stoke on Trent, Staffordshire, ST7 1TL (Supplier, we or us), granting you the right to use and access the Tell Arnie app developed by us for the provision of online accident record keeping and first aid stock control.

BY CLICKING ‘ACCEPT’ AT THE END OF THIS EULA, YOU AGREE TO AND ACCEPT THE FOLLOWING TERMS WHICH WILL BE BINDING ON YOU AND ANY OF YOUR AUTHORISED USERS WHEN ACCESSING OR USING THE SERVICES. PLEASE NOTE, IN PARTICULAR, THE LIMITATIONS ON LIABILITY IMPOSED AT CLAUSE 13.

THIS IS A BUSINESS-TO-BUSINESS EULA AND IS NOT TO BE ENTERED INTO BY CONSUMERS. YOU SHOULD ONLY CLICK ‘ACCEPT’ IF YOU ARE A BUSINESS.

WHERE YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS EULA, YOU SHALL CLICK ‘REJECT’. DOING SO MEANS THAT YOU ARE NOT ALLOWED TO ACCESS OR USE THE SERVICES AND WILL PREVENT YOU FROM ACCESSING THE SERVICES BY ANY MEANS.

 

Definitions and interpretation

In this Agreement:

Acceptable Use Policy: means the Supplier’s acceptable use policy (available at https://tellarnie.com/organisation-acceptable-use-policy/);

Agreement: means, together, this EULA and any policies referred to in either this EULA and the Data Protection Addendum;

App: means the Tell Arnie app developed by us for the provision of online accident record keeping and first aid stock control;

App User: means, in respect of the Services, any person who uploads data (including Customer Data) to the Services on behalf of or in connection with the Customer’s use of the Services;

Authorised Users: means, in respect of the Services, the named users being employees, or contractors of the Customer and/or Customer group companies authorised by you to use the Services in accordance with the terms of this Agreement;

Business Day: means a day other than a Saturday, Sunday or bank or public holiday in England;

Commencement Date: means the date on which you click to accept this EULA;

Customer Data: means all data (in any form) that is provided to the Supplier or uploaded to any part of any Services by the Customer, by any Authorised User or by any App User or any data that is generated as a result of the Customer, any Authorised User or any App User’s use of its own data in the Services;

Data Protection Addendum: means the Supplier’s data protection addendum (available at https://tellarnie.com/organisation-data-protection-addendum/);

Force Majeure: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement, including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;

Intellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

  1. whether registered or not;
  2. including any applications to protect or register such rights;
  3. including all renewals and extensions of such rights or applications;
  4. whether vested, contingent or future; and
  5. wherever existing;

New Versions: has the meaning given to it at clause 8.2;

Permitted Purpose: means the internal business purpose of the Customer;

Relief Event: means any breach of this Agreement by the Customer, or any Force Majeure;

Services: means the provision of online accident record keeping and first aid stock control service and any other ancillary services provided via the App including any data, media or documents associated with it;

Subscription Period: means the period commencing on the Commencement Date and ending on the earlier of:

  1. the date on which the Customer de-registers for the Services in accordance with clause 15.1.2;
  2. the date on which the Supplier withdraws the Services in accordance with clause 15.1.1;

Territory: means the UK;

Third Party Software: means any third party software in the Services.

In this EULA:

  1. headings are included for convenience only and shall have no effect on interpretation;
  2. a reference to a ‘party’ includes that party’s successors and permitted assigns;
  3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
  4. words in the singular include the plural and vice versa;
  5. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement.

Any obligation of the Supplier under this Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within the Territory as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on the Supplier (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).


Legal documents

  1. The Agreement between the Supplier and you comprises this EULA, the Data Protection Addendum and any policies referred to in either this EULA or the Data Protection Addendum.
  2. If there is any inconsistency in the rights and obligations set out in this Agreement and/or the documents referred to in them the following order of priority shall prevail (in descending order of priority):
    1. the Data Protection Addendum;
    2. this EULA;
    3. any policies referred to in this EULA.
  3. Subject to the order of precedence set out at clause 2.2, later versions of the documents listed at that clause will take priority over earlier versions if there is any conflict or inconsistency between them.

 

Rights of access and use

  1. Subject to the terms of the Agreement, we hereby grant to you a limited, non-exclusive, non-transferable, non-sublicensable (other than as permitted under clause 3.2) right to access and use the Services for the Permitted Purpose only in the Territory and for the duration of the Subscription Period.
  2. The rights granted at clause 3.1 include a right for you to grant sub-licences to the Authorised Users, subject to the terms of this Agreement, including those at clause 5 of this EULA.
  3. Third Party Software supplied as part of, or in addition to, the Services shall be subject to any additional terms and conditions as otherwise notified to you. You agree to comply with any terms and conditions relating to such Third Party Software.

 

Limitations on use

  1. Except as expressly permitted under this EULA or by law, you shall not:
    1. use, copy, modify, adapt, correct errors, or create derivative works from, the Services;
    2. decode, reverse engineer, disassemble, decompile or otherwise translate, or make alterations to the Services, convert the Services, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Services, other than as expressly permitted under sections 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice In writing to us);
    3. assign, rent, transfer, provide or enable access, sub-licence, lease, resell, distribute, publish, broadcast, transmit, store, archive, display publicly to third parties, disclose or otherwise deal in or encumber the Services (in each case, whether or not for charge);
    4. remove or modify any copyright or similar notices, or any of the Supplier’s or any other person’s branding, that the Services causes to be displayed when used;
    5. access or use the Services, or permit them to be accessed or used, by or on behalf of any third party, otherwise than for Permitted Purpose;
    6. interfere with any license key mechanism in the Services or otherwise attempt to circumvent or interfere with any security features of the Services or mechanisms intended to limit your use; or
    7. make the Services available over a network or any other method of remote access, or facilitate the same.
  2. You shall access and use the Services at all times in accordance with any instructions or user guidance and all other terms of this EULA.
  3. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Services.

 

Authorised Users

  1. You shall ensure that only Authorised Users use the Services and that such use is at all times in accordance with this Agreement. You shall ensure that Authorised Users are, at all times while they have access to the Services, the employees or contractors of the Customer.
  2. You shall keep a list of all Authorised Users.
  3. We may limit the number of Authorised Users from time to time by giving prior notice to you.  Where we limit the number of Authorised Users who can use the Services, you must ensure that the number of Authorised Users for the Services does not exceed such limit. You may remove one individual as an Authorised User and replace them with another individual in accordance with the terms of this Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.
  4. Without prejudice to any other right or remedy we may have, in the event that you are in breach of clause 5.3 then we may suspend or terminate the provision of the Services.
  5. You shall:
    1. be liable for the acts and omissions of the Authorised Users and App Users as if they were your own;
    2. only provide Authorised Users with access to the Services via the access method provided by us and shall not provide access to (or permit access by) anyone other than an Authorised User; and
    3. procure that each Authorised User and each App User is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement.
  6. You warrant and represent that you, and all Authorised Users and all others (including App Users) acting on your or their behalf (including systems administrators) shall, keep confidential and not share with any third party their password or access details for the Services.
  7. You shall (and shall ensure all Authorised Users and all App Users shall) at all times comply with the Acceptable Use Policy and all other provisions of this Agreement.
  8. If any password has been provided to an individual that is not an Authorised User, you shall, without delay, disable any such passwords and notify us immediately.
  9. Clause 5.5 to clause 5.8 (inclusive) shall survive termination or expiry of this Agreement.

 

Indemnity

  1. YOU SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS US FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, DATA PROTECTION LOSSES (AS DEFINED IN THE DATA PROTECTION ADDENDUM (AVAILABLE AT https://tellarnie.com/organisation-data-protection-addendum/)), COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US AS A RESULT OF YOUR BREACH OF THIS AGREEMENT.
  2. THIS CLAUSE 6 SHALL SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT.

 

Changes to services and terms

  1. You acknowledge that the Services are being provided by us on a free of charge basis.  We are entitled to suspend or terminate the provision of the Services, at any time.
  2. We may at our absolute discretion make, and notify you of, updated versions of the documents referred to in clause 2.1 or other documents referred to in any part of this Agreement (New Versions) from time to time by notifying you of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other means which we elect. We shall comply with our related obligations in the Data Protection Addendum (available at https://tellarnie.com/organisation-data-protection-addendum/).
  3. New Versions will replace the preceding version of the same document(s) for the purposes of this Agreement from the date 5 Business Days’ after they are published on our website (or at such later date as we may specify).
  4. You acknowledge that we are entitled to modify the features and functionality of the Services.
  5. We may establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Services, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by a New Version to the relevant impacted contractual documents. We shall comply with our related obligations in the Data Protection Addendum (available at https://tellarnie.com/organisation-data-protection-addendum/).

 

Warranty

  1. You acknowledge that the Services are being provided by us on a free of charge basis. 
  2. You acknowledge that the Services do not include:
    1. any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services);
    2. dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data); or
    3. legal, accounting or other professional or regulated services and that, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
  3. You acknowledge that we do not give any warranty or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to the Services, including (without limitation):
    1. the Services meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;
    2. the Services operating in a manner which is uninterrupted or free from errors or defects; or
    3. the Services being compatible with any software or with any particular hardware.
  4. Subject to clause 13.5, the Supplier shall have no liability to the Customer (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 9.2 or for any other error or defect in, defective performance or inability to use the Services or any part of them.
  5. Other than as set out in this clause 9, and subject to clause 13.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

 

Your responsibilities

  1. You shall (and shall ensure all Authorised Users and App Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications. 
  2. In particular, you shall be responsible for the compliance with laws relating to privacy and data protection in respect of the collection and provision of Customer Data.

 

Intellectual Property Rights

  1. The Customer acknowledges that all Intellectual Property Rights in the Services are owned by or licensed to the Supplier, that the right to access and use the Services is licensed (not sold) to the Customer and that the Customer shall have no other rights other than those granted under the terms of this EULA. For the avoidance of doubt, the Customer shall have no right to access the Services in source code form. To the extent that the Customer or any person acting on its or their behalf acquires any Intellectual Property Rights in any part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause 11.1.
  2. The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to the Supplier under this Agreement.
  3. This clause 11 shall survive the termination or expiry of this Agreement.

 

Relief

To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

 

Limitation of liability

  1. THE EXTENT OF THE SUPPLIER’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) SHALL BE AS SET OUT IN THIS CLAUSE 13.
  2. ACKNOWLEDGING THAT THE SERVICES ARE PROVIDED ON A FREE OF CHARGE BASIS, SUBJECT TO CLAUSE 13.3 AND CLAUSE 13.5, THE SUPPLIER SHALL HAVE NO LIABILITY HOWSOEVER TO THE CUSTOMER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
  3. SUBJECT TO CLAUSE 13.5, THE SUPPLIER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES.
  4. SUBJECT TO CLAUSE 13.5, THE SUPPLIER SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING (WHETHER DIRECT OR INDIRECT):
    1. LOSS OF PROFIT;
    2. LOSS OF REVENUE;
    3. LOSS OR CORRUPTION OF DATA;
    4. LOSS OR CORRUPTION OF SOFTWARE OR SYSTEMS;
    5. LOSS OR DAMAGE TO EQUIPMENT;
    6. LOSS OF USE;
    7. LOSS OF PRODUCTION;
    8. LOSS OF CONTRACT;
    9. LOSS OF COMMERCIAL OPPORTUNITY;
    10. 12.4.10.LOSS OF SAVINGS, DISCOUNT OR REBATE (WHETHER ACTUAL OR ANTICIPATED);
    11. 12.4.11.HARM TO REPUTATION OR LOSS OF GOODWILL;
    12. 12.4.12.LOSS OF BUSINESS; AND
    13. 12.4.13.WASTED EXPENDITURE.
  5. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SUPPLIER’S LIABILITY SHALL NOT BE LIMITED IN ANY WAY IN RESPECT OF THE FOLLOWING:
    1. DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;
    2. FRAUD OR FRAUDULENT MISREPRESENTATION; OR
    3. ANY OTHER LOSSES WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
  6. THIS CLAUSE 12 SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.

 

Suspension

We may suspend access to the Services (or any part) to all or some of the Authorised Users and/or App Users at any timing by giving reasonable notice to you.

 

Term and termination

  1. This EULA shall come into force on the Commencement Date and, unless terminated earlier in accordance with its terms, shall continue until:
    1. one month after the date on which we give you notice that we are withdrawing the Services, whether such withdrawal is in respect of you only or in respect of all of our customers;
    2. you give notice to us that you are cancelling your subscription to the Services.
  2. We may terminate this EULA immediately at any time by giving you notice in writing if you commit a material breach of this Agreement.

 

Consequences of termination

  1. Immediately on termination or expiry of this Agreement (for any reason):
    1. the licences and rights granted by us shall terminate and you shall (and, if applicable, shall procure that each Authorised User shall) stop accessing and using the Services (and ensure that any Authorised Users stop accessing and using the Services);
    2. we may delete or suspend access to any accounts that you hold with us and any Authorised User accounts;
    3. Customer Data will be treated in accordance with clause 17.6.
  2. You shall be responsible for backing up your data regularly and extracting it from the Services within a period of 20 days from the date of termination or expiry of this Agreement. We shall not be obliged to provide you with any assistance extracting or recovering data whether during or after the Subscription Period.
  3. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.

 

Customer Data

  1. Customer Data shall at all times remain the property of you or your licensors.
  2. Except to the extent the Supplier has direct obligations under data protection laws, the Customer acknowledges that the Supplier has no control over any Customer Data hosted as part of the provision of the Services and may not actively monitor the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Services) complies with all applicable laws (including privacy and data protection laws) and Intellectual Property Rights.
  3. If the Supplier becomes aware of any allegation that any Customer Data may not comply with the Acceptable Use Policy (available at https://tellarnie.com/organisation-acceptable-use-policy/) or any other part of this Agreement the Supplier shall have the right to suspend or terminate the provision of the Services, at any time, in accordance with clause 14 and/or clause 15.
  4. Except as otherwise expressly agreed in this Agreement, the Supplier shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data (including Customer Data) whether during or after the Subscription Period. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s business. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its and its Authorised User’s needs) and extracts it from the Services prior to the termination or expiry of our Agreement or the cessation or suspension of any of the Services where it has received notice from the Supplier of the same.
  5. The Supplier routinely undertakes regular backups of the Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make the Supplier responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Supplier shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
  6. The Customer hereby instructs that the Supplier shall within 60 days of the end of the Subscription Period securely dispose of such Customer Data processed in relation to the Services (or any part) (and all existing copies of it) except to the extent that any applicable laws of the United Kingdom (or a part of the United Kingdom) requires the Supplier to store such Customer Data. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with this Agreement.

 

Confidentiality and security of Customer Data

  1. The Supplier shall maintain the confidentiality of the Customer Data and shall not without the prior written consent of the Customer or in accordance with this Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Services or its express rights and obligations under this Agreement.
  2. The Customer hereby consents to the Supplier disclosing to third parties Customer Data which exclusively relates to stocks of first aid products held by the Customer and tracked via the Services and categories of incidents recorded by the Customer via the Services.  For the avoidance of doubt, the Supplier shall not disclose special categories of Personal Data (as set out in the Data Protection Addendum (available at https://tellarnie.com/organisation-data-protection-addendum/).
  3. The provisions of this clause 18 shall not apply to information which:
    1. is or comes into the public domain through no fault of the Supplier, its officers, employees, agents or contractors;
    2. is lawfully received by the Supplier from a third party free of any obligation of confidence at the time of its disclosure;
    3. is independently developed by the Supplier (or any person acting on its behalf), without access to or use of such Customer Data; or
    4. is required by law, by court or governmental or regulatory order to be disclosed, provided that clause 18.3.1 to clause 18.3.3 (inclusive) shall not apply to Protected Data (as defined in the Data Protection Addendum (available at https://tellarnie.com/organisation-data-protection-addendum/).
  1. This clause 17 shall survive the termination or expiry of our Agreement for a period of one year.
  2. To the extent any Customer Data is Protected Data (as defined in the Data Protection Addendum), the Supplier shall ensure that such Customer Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of the Supplier’s obligations under the Data Protection Addendum (available at https://tellarnie.com/organisation-data-protection-addendum/). Clause 18.1 to clause 18.4 (inclusive) are subject to this clause 18.5.

 

Entire agreement

  1. This Agreement and any descriptions of the Services made available by the Supplier, constitute the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
  2. Each party acknowledges that it has not entered into this EULA in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this EULA.
  3. Nothing in this EULA shall limit or exclude any liability for fraud.

 

Notices

  1. Any notice or other communication given by a party under this EULA shall be:
    1. in writing and in English;
    2. signed by, or on behalf of, the party giving it (except for notices sent by email); and
    3. where sent to the Supplier, sent to the address set out in the ‘contact us’ details on the Supplier’s website at https://tellarnie.com/support/;
    4. where sent to the Customer, the address provided by to us by you when you registered to use the Services.
  2. Notices may be given, and are deemed received:
    1. by hand: on receipt of a signature at the time of delivery;
    2. by Royal Mail post: at 9.00 am on the second Business Day after posting;
    3. by email: on receipt of a delivery receipt email from the correct address.
  3. This clause does not apply to notices given in legal proceedings or arbitration.

 

Variation

No variation of this EULA shall be valid or effective unless it is in writing, refers to this EULA and is duly signed or executed by, or on behalf of, each party.

 

Assignment and sub-contracting

  1. We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of the Supplier’s rights or obligations under this EULA, provided that we give you prior written notice.
  2. Except as expressly permitted by this EULA, you shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this EULA (including the licence rights granted), in whole or in part, without the Supplier’s prior written consent.

 

No partnership or agency

The parties are independent and are not partners or principal and agent and this EULA does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

 

Severance

  1. If any provision of this EULA (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this EULA shall not be affected.
  2. If any provision of this EULA (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

 

Waiver

  1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this EULA shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

 

Compliance with law

  1. The Customer shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this EULA.
  2. Without prejudice to the generality of clause 26.1, the Customer shall comply with all applicable laws, rules, and regulations governing export that apply to the Services and the Customer Data (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services or the Customer Data (or any part) to, or access or use the Services or the Customer Data (or any part) in, any country for which an export licence or other approval is required, without first obtaining such licence or other approval. Without prejudice to the Supplier’s obligations under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access, importation or use of the Services and the Customer Data in or into any part of the Territory or elsewhere complies with all export laws.

 

Third party rights

A person who is not a party to this EULA shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

 

Authority

Each party represents and warrants to the other that it has the right, power and authority to enter into our Agreement and grant to the other the rights (if any) contemplated in this Agreement and to perform its obligations under this Agreement.

 

Governing law and jurisdiction

  1. This EULA and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
  2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this EULA, its subject matter or formation (including non-contractual disputes or claims).

CUSTOMER HEREBY CONFIRMS FULL ACCEPTANCE OF THESE TERMS AND CONDITIONS.