Terms of Service

Last Updated: 25th October 2025

1 Parties

This Agreement is made between: Geolytix Limited, a company incorporated in England and Wales (registered number 09511651) whose registered office is at Office 117, The Finsbury Business Centre, 40 Bowling Green Lane, London EC1R 0NE (“Company”), and the Customer whose details are set out in the Order Form (“Customer”).

2 Definitions and Interpretations

2.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Authorised Users			as defined in the Order Form
Business Day			a day on which banks are open for business in the capital city of the country where the Designated Contact of the receiving party of a notice is located but excludes Saturday, Sunday and any other day which is a legal holiday in that city
Confidential Information			in relation to the Company, the Data and in relation to the Customer, the Customer Data and in relation to both parties, any non-public information disclosed by a party that is identified as confidential or would reasonably be understood as confidential given the nature of the information and circumstances of disclosure
Customer Data			all data, works and material uploaded to or stored on or used in conjunction with the Services by the Customer or its Authorised Users or at the Customer or its Authorised Users instigation but excluding, for the avoidance of doubt, the Data
Data			the data defined in the Order Form and any Derived Material
Data Protection Laws			all applicable laws and regulations relating to the processing of personal data and privacy, including: (i) in the United Kingdom, the UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018), the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (ii) in the European Economic Area, the General Data Protection Regulation (Regulation (EU) 2016/679); in each case as amended, replaced or superseded from time to time, together with any binding guidance and codes of practice issued by the relevant supervisory authorities
Derived Material			any work, dataset, model, insight, analysis, report, output, product, service, or other material created by or on behalf of the Customer: (a) in the course of using the Services; (b) that combines, merges, reproduces, incorporates, or is based on or generated using the Data (whether alone or in combination with other data); (c) that enables a third party to access, reconstruct or substitute the Data (in whole or substantial part); or (d) could not have been created without access to or use of the Data
Designated Contact			as defined in the Order Form or such alternative person or persons as one party may identify to the other party from time to time
Facilities			the physical operational units of a business including retail units, restaurants, pubs, shopping centres, warehouses, factories, offices, staff accommodation, and in the case of a real estate investment business, the real estate assets of the business
Force Majeure Event			an event, or a series of related events, that is outside the reasonable control and without the fault or negligence of the party affected and which that party is unable to prevent or provide against by the exercise of reasonable diligence including acts of God, fire, flood, earthquake, unusually severe weather or elements of nature, epidemic or pandemic, war or armed conflict, terrorist attack, embargo, riot, civil disorder, rebellion or revolution, industrial action or dispute not involving the party’s workforce, failure of the internet or any public telecommunications network, hacker attack, denial of service attack, virus or other malicious software attack or infection, failure of utilities, changes in law or acts of government or regulatory authorities.
Interest Rate			the rate of statutory interest as defined in the Late Payment of Commercial Debts (Interest) Act 1998
Intellectual Property Rights			patents, utility model rights, copyright, trade marks, service marks, trade, business and domain names, database rights, design rights, topography rights, moral rights, goodwill, rights in any information that is by its nature confidential or is designated by one party to another to be confidential or that the other party knows or ought to know is confidential (including know-how, business methods, data and trade secrets) and all other similar or analogous rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights in each case in any part of the world
Location Planning			activities undertaken for the purpose of determining the optimal physical location of the Facilities of a business whether individually or as a group or network or of all Facilities of a business as a whole.
Model			any machine learning, artificial intelligence, statistical, or rules-based system trained, tuned, or validated in whole or in part using the Data
Order Form			the Order Form at the beginning of this Agreement and which forms part of this Agreement
Scope of Use			as defined in the Order Form
Services			Geolytix MAPP software and accompanying Data to be provided to the Customer within Geolytix MAPP unless otherwise specified in the Order Form
Subscription Fees			as defined in the Order Form
Subscription Term			as defined in the Order Form
Sub-Processors			any third party appointed by or on behalf of the Company to process Personal Data in connection with the provision of the Services, includes providers of hosting, infrastructure, and software services engaged by the Company to support the operation and delivery of the Services

2.2 For the purposes of this Agreement, the terms "Controller”, “Processor”, "Personal Data Breach", "Supervisory Authority", "process", "processing", "processed" and “Data Subject” shall have the meaning given under the under the Data Protection Laws and shall be construed accordingly in relation to the Personal Data processed by the Company as a result of this Agreement

2.3 In this Agreement unless otherwise stated or unless the context otherwise requires:

a) references to a statute or statutory provision includes, unless otherwise stated, that statute or provision:
1. as amended, modified, consolidated or reenacted from time to time; and
2. includes any subordinate legislation made under that statute or provision;
b) headings do not affect the interpretation of this Agreement or any clause;
c) the words “including”, “include”, “for example”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the generality of the words preceding those terms;
d) words in the singular include the plural and vice versa;
e) references to one gender include all genders;
f) references to “persons” include natural persons, corporate or unincorporated bodies (whether or not having separate legal personality);
g) references to “writing” or “written” include email but not fax;
h) any obligation on a party not to do something includes an obligation not to allow that thing to be done;
i) references to clauses and schedules are to clauses and schedules of this Agreement, which is called the Geolytix MAPP Terms and Conditions, and a reference to a clause is, unless otherwise specified, a reference to all its subclauses;
j) the positioning of the Order Form at the start of this Agreement is for convenience and does not affect the effect or interpretation of the Order Form as part of this Agreement;
k) if there is any conflict or inconsistency between the clauses of this Agreement and any schedule or annex, the clauses of this Agreement shall prevail unless expressly stated otherwise; and
l) in the event of any conflict, inconsistency or ambiguity between this Agreement and the Order Form, the Order Form shall prevail to the extent of such conflict.

Services

3.1 In consideration of the Customer paying the Subscription Fees, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for the Subscription Term.

3.2 The licence is restricted to the access and use of the Services by the Customer and the Customer’s Authorised Users only and only for the Customer’s Scope of Use.

3.3 The Customer may reassign its Authorised Users by giving written notice to the Company of new users to add and former users to disable, provided that the total number of Authorised Users does not exceed the number permitted in the Order Form.

3.4 The Customer must promptly notify the Company of any Authorised User who is no longer employed by the Customer or is not otherwise engaged to use the Services on the Customer’s behalf for the Scope of Use, and the Customer must ensure that such user’s access credentials are disabled without delay.

3.5 Access to the Services will be through a web browser or other designated interface specified in the Order Form.

3.6 The Company shall use commercially reasonable endeavours to make the Services available at all times but the Customer acknowledges and agrees that this is not guaranteed and the Company shall not be liable if the Services are affected by:

a) fault or failure of the internet, public communications networks or third party hosting services;
b) the Customer’s or Authorised User’s computer systems or networks;
c) maintenance of the Services; or
d) suspension of access or accounts under clauses 4.4 or 6.2 of this Agreement.

3.7 The Company may at any time and from time-to-time change, modify, upgrade or add any aspect or feature of Services in whole or in part on a temporary or permanent basis. In the event changes, modifications, upgrades or additions provide new features or significant enhancements to the Services, the Company may offer these for an extra fee.

3.8 The Customer acknowledges and agrees that open source software has been used in the development of the Company’s software that forms part of the Services. The open source software is licensed under separate licences and remain subject to their respective licence terms. The Company cannot transfer ownership of, assign, or grant any interest in the intellectual property rights in open source software and the warranties, indemnities and liabilities do not apply to them, except that the Company confirms it is entitled to incorporate them into the Services in accordance with the relevant open source licence.

4 Payment

4.1 The Company will invoice the Customer as set out in the Order Form. Subscription Fees are due within thirty (30) days of the invoice date.

4.2 Subscription Fees payable for each Renewal Term shall be the then-current subscription fees increased automatically by reference to the United Kingdom Retail Prices Index (RPI) published by the Office for National Statistics (or any replacement index) as at the date falling thirty (30) days before the start of the Renewal Term.

4.3 Subscription Fees are exclusive of VAT and any other applicable taxes, duties, or government levies ("Taxes"). The Customer is responsible for paying all such Taxes. Where required, the Company will collect and remit Taxes to the relevant authority and the Customer remains liable for any shortfall in payment of Taxes whether or not included in Company’s invoice and any resulting penalties or interest.

4.4 The Company reserves the right to charge interest on late payment at the Interest Rate or to suspend the Customer’s access to the Services if any invoice remains unpaid for more than fifteen (15) days after the due date. The Company may terminate this agreement if any invoice is not paid within thirty (30) days of the invoice date.

5 Customer Responsibilities & Use Restrictions

5.1 The Customer is responsible for ensuring that use of the Services by the Customer and its Authorised Users comply with this Agreement and all relevant laws and regulations.

5.2 Except as provided in this Agreement, the Customer shall not and shall ensure that its Authorised Users do not:

a) copy or modify the Services or create Derived Material, except as permitted by clause 5.5;
b) reverse engineer, decompile, or disassemble any part of the Services or otherwise try to obtain the source code of the Services;
c) resell, lease, licence, distribute or otherwise make the Services available or accessible to any third party;
d) use the Services to provide services to any third party that competes with the Company’s business or could reasonably be considered to form part of the Company’s business
e) use the Services to store or transmit unlawful or harmful content or infringe third-party rights;
f) interfere with the integrity or performance of the Services;
g) use the Data in any way for or in connection with any machine learning or artificial intelligence system, including without limitation use of the Data as reference training material or otherwise exposing or making available the Data to such systems;
h) use or conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services; or
i) share log in details or passwords.

5.3 The Customer is responsible for keeping the Customer’s account and any passwords secure and shall prevent any unauthorised access to or use of the Services. The Customer shall promptly notify the Company if it becomes aware of any unauthorised access or use. The Company is not liable for any loss or damage from the Customer’s failure to comply with this security obligation.

5.4 The Customer shall implement technical, contractual and other security measures to protect the integrity and security of the Data and to prevent any unauthorised use or disclosure of the Data.

5.5 The Customer and its Authorised Users may use Customer Data in conjunction with the Services, provided that:

a) any Derived Material created is used only for the Scope of Use;
b) Derived Material shall be deemed to form part of the Data
c) the Customer shall not and shall ensure its Authorised Users do not sell, lease, licence, transfer, publish or otherwise distribute or make available any Derived Material created, or any part, to any third party; and
d) Derived Material does not result in the identification of any individuals or otherwise violate any applicable data privacy laws, including but not limited to the Regulation.

6 Audit

6.1 The Customer acknowledges and agrees that the Company may as reasonably required remotely audit the Customer’s use of the Services to verify compliance with this Agreement.

6.2 If any audit reveals that the Customer or individual Authorised Users have used the Services in breach of this Agreement, the Company reserves the right to immediately disable the offending accounts.

7 Term & Termination

7.1 This Agreement is effective for the Subscription Term and will automatically renew for successive terms of twelve (12) months starting on the day following the expiry of the Subscription Term or the then-current term (each a “Renewal Term”) unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

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

a) commits a material breach of this Agreement which is not remediable or, if remediable, fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;
b) repeatedly breaches this 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 this Agreement;
c) becomes insolvent, enters into administration or liquidation (except for the purposes of a solvent restructuring), has an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar appointed over any of its assets, is the subject of a petition for a bankruptcy order, enters into any voluntary arrangement with its creditors or is otherwise unable to pay its debts as they fall due; or
d) is dissolved or ceases or threatens to cease to conduct all or substantially all of its business.

7.3 Upon termination:

a) the Customer’s access, licence and rights to use the Services will immediately cease;
b) the Customer shall immediately pay to the Company all outstanding unpaid sums and interest (if any);
c) the Customer shall delete or destroy any Data or copies of the Data, in both cases whether in full or in part, that it holds or controls outside of Geolytix MAPP; and
d) the Company shall retain for a period of thirty (30) days the Customer Data, including any Personal Data, that is held in Geolytix MAPP on the date on which this Agreement terminates. At the Customer’s written request within the thirty (30) day period and at the Customer’s cost, the Company shall return the retained Customer Data to the Customer in a commonly used electronic format. If no written request is made for the return of Customer Data, the Company may delete or anonymise the retained Customer Data after the thirty (30) day period.

7.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, including (but without limitation) the following provisions: clauses 2 (Definitions and Interpretations), 4 (Payment), 7 (Termination), 8 (Confidentiality), 9 (Intellectual Property Rights), 10 (Data Protection), 12 (Liabilities), 13 (Indemnification), 17 (Assignment), 18 (Rights and Remedies), 19 (Waiver), 20 (Severability), 21 (No Partnership or Agency), 22 (Third Party Rights), 23 (Entire Agreement) and 24 (Governing Law and Jurisdiction).

8 Confidentiality

8.1 Each party agrees to keep the other party's Confidential Information confidential and to protect them with the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care.

8.2 Confidential Information does not include information that is publicly available, was already in the receiving party's possession, or was independently developed without access to the Confidential Information.

8.3 The restrictions in this clause 8 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request.

8.4 It is hereby agreed and acknowledged that it will be impossible to measure in money the damage that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defence that there is an adequate remedy at law.

9 Intellectual Property Rights

9.1 The Company owns and retains all rights, title, and interest, including all related Intellectual Property Rights, in and to the Services. The Customer retain all rights, title, and interest in and to the Customer Data.

9.2 All rights, title, and interest, including all related Intellectual Property Rights in Derived Material shall vest in and remain the sole property of the Company. The Company grants to the Customer a non-exclusive, non-transferable, non-sublicensable licence to use the Derived Material in accordance with this Agreement for the Subscription Term.

9.3 The Customer grants to the Company a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Company’s obligations and the exercise of the Company's rights under this Agreement. The Customer also grants to the Company the right to sublicense these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.

9.4 The Customer warrants to the Company that use of Customer Data with the Services will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

9.5 The Customer shall promptly notify the Company if it becomes aware that it is in breach of this Agreement or suspects that there has been an infringement of the Company’s Intellectual Property Rights in the Data or Derived Materials.

10 Data Protection

10.1 The parties acknowledge and agree that, for the purposes of the Data Protection Laws, the Customer is the Controller and the Company is the Processor in respect of any Personal Data processed by the Company on behalf of the Customer under this Agreement.

10.2 The Customer shall:

a) ensure that it has all necessary notices and consents to transfer Personal Data to the Company for the duration and purposes of this Agreement;
b) not cause the Company to process any Personal Data in breach of the Data Protection Laws; and
c) be solely responsible for the accuracy, quality and legality of the Personal Data and the means by which it acquired such Personal Data.

10.3 The Company shall in relation to Personal Data processed by the Company on behalf of the Customer under this Agreement:

a) process such Personal Data only in accordance with the documented instructions of the Customer including those set out in clause 10.4 (unless required to do so by law, in which case the Company shall inform the Customer unless legally prohibited);
b) ensure that persons authorised to process such Personal Data are subject to confidentiality obligations;
c) implement appropriate technical and organisational measures to protect such Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage;
d) promptly notify the Customer of any Personal Data Breach in respect of such Personal Data of which it becomes aware;
e) promptly notify the Customer of any data subject requests the Company receives in relation to such Personal Data and not respond to that request except on the documented instructions of the Customer or as required by law;
f) provide reasonable assistance to the Customer, at the Customer’s cost, with
1. data subject requests
2. data protection impact assessments
3. consultations with supervisory authorities to the extent required by Data Protection Laws; and
g) make available to the Customer such information as the Customer reasonably requests, and allow for audits or inspections by the Customer (or its auditor), in each case on reasonable notice, during normal business hours, no more than once per year, and at the Customer’s cost.

10.4 The Customer instructs the Company to undertake the following Personal Data processing:

a) Subject Matter: The provision of the Services by the Company to Customer.
b) Duration of Processing: For the Subscription Term of the Agreement, and as long as retention is required by law.
c) Nature & Purpose of Processing: To provide the core functionality of Geolytix MAPP, including hosting, storing, and managing Customer Data, enabling user access, providing technical support, and maintaining security.
d) Categories of Data Subjects: Customer's employees, contractors, Authorised Users and any other natural persons whose Personal Data is uploaded to the Services by the Customer or an Authorised User.
e) Types of Personal Data: May include contact details (name, email address, job title), usernames and login credentials, device and usage data (IP address, browser type) and any other Personal Data that is uploaded to the Services by the Customer or an Authorised User.

10.5 The Customer authorises the Company to appoint Sub-Processors, provided that the Supplier shall ensure that equivalent data protection obligations are imposed on any Sub-Processor. The Supplier shall notify the Customer of any intended changes concerning the addition or replacement of Sub-Processors, giving the Customer the opportunity to object on reasonable grounds.

10.6 The Company may transfer Personal Data outside of the UK and the European Economic Area provided it ensures that the Personal Data are adequately protected and that such transfers are made in compliance with the Data Protection Laws either in accordance with an adequacy regulation or decision or through the use of the UK International Data Transfer Agreement or the EU standard contractual clauses for the transfer of personal data.

10.7 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use commercially reasonable endeavours to promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

10.8 The Customer acknowledge and agrees that it is solely responsible for ensuring that the merging or combining of the Customer Data with the Data does not result in the re-identification of any individuals or otherwise violate any Data Protection Laws. The Customer shall implement and maintain appropriate technical and organisational safeguards to prevent such re-identification and shall immediately notify the Company of any potential or actual privacy breach related to the merged or combined data.

11 Warranties

11.1 The Company warrants that:

a) it will provide the Services with reasonable skill and care in accordance with generally accepted industry standards;
b) it has implemented and will maintain commercially reasonable administrative, physical and technical measures designed to protect the security and integrity of the Customer Data while hosted within Geolytix MAPP; and
c) in respect of any data, content or materials belonging to any third party that forms part of the Data, it has the right to include such third party data in the Data.

11.2 Except as expressly set out in this Agreement, the Company gives no warranties and makes no representations, whether express or implied, including but not limited to warranties of satisfactory quality, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, the Company does not warrant that:

a) the Services will be uninterrupted, error-free, free from security vulnerabilities or available at all times;
b) the Services will meet the Customer’s requirements, is suitable for any particular use or purpose, achieve any particular outcome;
c) the Service will be compatible with any hardware, software, system, or network not expressly identified to the Company and detailed in the Order Form;
d) the Data is complete, accurate, reliable or exhaustive; or
e) all errors or defects will be corrected.

11.3 The Customer’s sole and exclusive remedy for breach of the warranties in clause 11.1 shall be for the Company, at its option and expense, to:

a) use commercially reasonable efforts to correct any non-conformity;
b) provide a workaround to substantially achieve the intended functionality; or
c) if neither (a) nor (b) is commercially reasonably feasible, terminate the affected Services and refund to the Customer a pro-rata portion of the fees paid for the affected Services from the date of notification of the breach.

11.4 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under or in connection with this Agreement.

11.5 The warranties and representations made by the parties in respect of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement.

12 Liabilities

12.1 Nothing in this Agreement shall exclude or limit either party’s liability for:

a) death or personal injury caused by its negligence;
b) fraud or fraudulent misrepresentation; or
c) any other liability which cannot be excluded or limited under applicable law.

12.2 Subject to clause 12.1, the Company shall not be liable to the Customer (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any:

a) loss of profits, revenue, business or opportunities, goodwill, or anticipated savings;
b) loss or corruption of data or information;
c) loss of use or business interruption; or
d) indirect, special or consequential loss or damage,

in each case, however arising and even if foreseeable.

12.3 Subject to clause 12.1, the Company’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to an amount equal to the total fees paid by the Customer to the Supplier under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

12.4 The limitations and exclusions of liability set out in this clause 12 and elsewhere in this Agreement:

a) are subject to clause 12.1; and
b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

13 Indemnification

13.1 The Customer shall indemnify and keep indemnified the Company and the Company’s officers, directors, and employees against all losses, liabilities, costs and expenses (including reasonable legal fees) suffered or incurred by the Company arising out of or in connection with:

a) the Customer’s breach of this Agreement;
b) the Customer and its Authorised User’s use of the Services; or
c) any claim that the Company’s processing of Customer Data in accordance with this Agreement infringes the rights of any third party or any law, except to the extent caused by the Company’s breach of this Agreement.

14 Force Majeure

14.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (except for the Customer’s payment obligations) if such delay or failure results from a Force Majeure Event.

14.2 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than the Customer’s payment obligations), that obligation will be suspended for the duration of the Force Majeure Event.

14.3 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must: (a) promptly notify the other of the nature and extent of the Force Majeure Event; and (b) inform the other of the period for which it is estimated that such failure or delay will continue.

14.4 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event and unless the right to terminate is exercised in clause 14.5, use all reasonable endeavours to resume performance under the relevant Agreement as soon as feasible.

14.5 If a Force Majeure Event continues for a period of more than sixty (60) consecutive days, either party may terminate this Agreement by giving thirty (30) days’ written notice to the other party, without liability (but without prejudice to accrued rights and obligations).

15 Changes to the Agreement

15.1 The Company reserves the right to update and amend the terms of this Agreement from time to time at its sole discretion.

15.2 For any changes that the Company deems to be material, or that would materially reduce the functionality of the Services (“Material Changes”), the Company will notify the Customer at least thirty (30) days in advance of the effective date of such changes. Notice shall be given via email to the Customer's designated contact or through a prominent in-Service notification. If the Customer does not agree to the Material Changes, the Customer must notify the Company in writing at least fifteen (15) days before the changes take effect and may terminate this Agreement without penalty. The Customer’s continued use of the Services after the effective date of the changes will constitute the Customer’s binding acceptance of the new terms.

15.3 Changes that are not material will take effect through a prominent in-Service notification or by direct notice to the Customer’s Designated Contact and the Customer’s continued use of the Services will constitute acceptance.

16 Notices

16.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods and addressed to the other party’s Designated Contact:

a) by email, deemed delivered on acknowledgement of receipt or if no acknowledgement, deemed takes place two (2) hours after being sent, unless deemed receipt is outside of the receiving party’s office hours as specified in the Order Form in which case the notice shall be deemed to be received at the start of the next Business Day;
b) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;
c) sent by recorded signed-for post, in which case the notice shall be deemed to be received two (2) Business Days following posting, providing that, if the stated time of deemed receipt is not within standard business hours of the country in which the address is located, then the time of deemed receipt shall be when those standard business hours next begin.

17 Assignment

Neither party may without the prior written consent of the other party assign, novate, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

18 Rights and remedies

18.1 Unless expressly stated, the rights and remedies of the parties in connection with this Agreement are cumulative and are not exclusive of and may be exercised without prejudice to any other rights or remedies provided in this Agreement, by law, equity or otherwise. Except as expressly stated in this Agreement (or in law or in equity in the case of rights and remedies provided by law or equity) any right or remedy may be exercised wholly or partially from time to time.

18.2 The parties agree and acknowledge that if a party to this Agreement fails to perform, observe or discharge any of its obligations or liabilities, it may be impossible to measure in money the damage that would be suffered by the aggrieved party and in that event, the aggrieved party will be irreparably harmed and will not have an adequate remedy at law. In that event, the parties agree that the aggrieved party is entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, the other party shall not raise the defence that there is an adequate remedy at law.

19 Waiver

No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

20 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable then the remaining provisions shall remain in full force and effect. If it is held by a court or administrative body of competent jurisdiction that any provision in this Agreement is illegal, invalid or unenforceable, in whole or in part, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the commercial intention of the original provision.

21 No Partnership or Agency

Nothing in this agreement is intended to or shall operate to create a partnership, joint venture or principal-agent relationship between the parties and neither party shall have the authority to act in the name of or on behalf of or otherwise bind the other in any way.

22 Third Party Rights

Unless expressly stated in this Agreement, this Agreement is made for the benefit of the parties only and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

23 Entire Agreement

23.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

23.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

24 Governing Law & Jurisdiction

This Agreement is governed by English law, and any disputes arising under it shall be subject to the exclusive jurisdiction of the courts located in England.

25 Execution

This Agreement may be executed in counterparts and by electronic signature, each of which is an original and together constitute one instrument.