SQUIRREL365 TERMS OF USE
THIS AGREEMENT APPLIES TO ALL USE OF, INCLUDING ANY FREE OR PAID USERSUBSCRIPTIONS TO, THE SQUIRREL365 PRODUCT and is dated, as between you theCustomer and us the Supplier, as of the date that your PAID LICENSE or FREESubscription commences. The Term of your individual User Subscription willcommence on the date set out in the Order Confirmation or otherreceipt/acknowledgement that we send in order to activate your UserSubscription.
By confirming your User Subscription or clicking accept during the installationor set-up process, you are acting as a representative of your business orprincipal and you agree on behalf of the business making use of the Servicesset out herein to be bound by the following Terms of Use and other terms asexpressly incorporated by reference herein below which shall continue to applyto your use of the Software and our other Services at all times unlessexpressly stated to the contrary.
IMPORTANT NOTICE TO ALL USERS:
* ON COMPLETION OF THE APPLICABLE SET-UP AND/OR INSTALLATION OF THE SQUIRREL365DESIGNER, OR ANY OTHER APPLICABLE SQUIRREL365 PRODUCT, BY CLICKING THE “ACCEPT”BUTTON YOU THEREBY AGREE TO THE TERMS OF THIS LICENSE WHICH WILL BIND YOU, YOURBUSINESS AND YOUR CO-USERS.
* THE TERMS OF THE LICENSE INCLUDE, IN PARTICULAR, DIFFERENT LIMITATIONS ONLIABILITY FOR FREE AND PAID LICENSES. FREE LICENCES ARE PROVIDED ON AN “AS-IS”BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER.
* IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, THE SOFTWARE WILL NOT BEAVAILABLE FOR USE AND YOU MAY NOT DOWNLOAD OR STREAM OR IN ANY OTHER WAY ACCESSTHE SOFTWARE OR DOCUMENTS INCLUDING BUT NOT LIMITED TO ANY SQUIRREL365 PRODUCT.
PARTIES
(1) InfoSol Limited (trading as “Squirrel365”) incorporated and registered inEngland and Wales with company number 08147523 whose registered office is at3rd Floor, 86-90 Paul Street, London, EC2A 4NE, UK (the Supplier);
(2) You, the customer as named in the Order Confirmation that we send to you(the Customer).
BACKGROUND
(A) The Supplier has developed certain software applications and platformsadvertised under the product name “Squirrel365” which it makes available tosubscribers via the internet on a pay-per-use basis for the purpose ofimproving the commercial presentation of data by the use of visual aids.
(B) The Customer wishes to use the Supplier’s Services in its businessoperations.
(C) The Supplier has agreed to provide and the Customer has agreed to take andpay for the Supplier’s Services subject to the terms and conditions of thisagreement.
AGREED TERMS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in thisagreement.
Authorised Users: those individual and distinct sole traders, partners, namedemployees, agents or independent contractors of the Customer who areindividually authorised by the Customer to use the Services and theDocumentation, as further described in clause 2.4(e).
Business Day: a day other than a Saturday, Sunday or public holiday in England;a day when banks in London are open for business.
Change of Control: shall be as defined in section 1124 of the Corporation TaxAct 2010, and the expression change of control shall be construed accordingly.
Confidential Information: information that is proprietary or confidential andis either clearly labelled as such or identified as Confidential Information inclause 11.5 or clause 11.6.
Controller, processor, data subject, personal data, personal data breach,processing and appropriate technical and organisational measures: as defined inthe Data Protection Legislation.
CPU: means the central processing unit of a computing device able to run orexecute the programs and or functions, or part thereof, generally constitutingthe Software.
Customer Data: the data inputted by the Customer, Authorised Users, or theSupplier on the Customer’s behalf for the purpose of using the Services orfacilitating the Customer’s use of the Services.
Data Protection Legislation: the UK Data Protection Legislation and any otherEuropean Union legislation relating to personal data and all other legislationand regulatory requirements in force from time to time which apply to a partyrelating to the use of personal data (including, without limitation, theprivacy of electronic communications).
Documentation: the documents, manuals, guides and the like made available tothe Customer by the Supplier online via https://squirrel365.io/ orsuch other web address notified by the Supplier to the Customer from time totime which sets out a description of the Services and the user instructions forthe Services.
Draft Project: any Project created by any user that is not a Live Project.
Effective Date: the date of this agreement.
Free Licence: means a Subscription that is not a Paid License.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance(from regulatory and advisory bodies. Whether mandatory or not), internationaland national standards, industry schemes and sanctions, which are applicable toeither the Customer or an Authorised User (but not the Supplier) relating tosecurity of network and information systems and security breach and incidentreporting requirements, which may include the cybersecurity Directive ((EU)2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network andInformation systems Regulations 2018 (SI 506/2018), all as amended or updatedfrom time to time.
Initial Subscription Term: the initial term of the Subscription as set out inthe Order Confirmation.
Licensed Software: means the part(s) of the Software that are downloadable ontothe Customer’s Systems. This includes but is not limited to the Squirrel365Designer product.
Live Project: is a published Project that has been moved to Live and accessibleto viewers.
Customised viewer: a viewer whoaccesses one or more Live Projects where there is a mechanism, either manual orautomatic, to identify specific users or specific groups of users and thesedetails are used to load or present customized data or to save identified datafrom the project.
Standard viewer: a viewer whodoes not access any Live Projects where there is a mechanism, either manual orautomatic, to identify specific users or specific groups of users and thesedetails are used to load or present customized data or to save identified datafrom the project.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Order Confirmation: means either the confirmation email or receipt we send toyou following a placement of an order for either a Paid License or Free Licenceby you for our Services including for any Renewal Term following our receipt ofpayment from you. The Order Confirmation may contain information you need toactivate the Subscription and it will set out the Subscription Term and usagelimits applicable to your order.
Paid License: means a Subscription that is not a Free Licence.
Project: is the published viewable content of the SquirrelSoftware. Project can have one of two states. A Project can only ever beeither in a Draft or Live state. A Project can move from Draft state to Livestate and from Live state to Draft state.
Renewal Period: the period described in clause 14.1.
Services: the subscription services provided by the Supplier to the Customerunder this agreement via https://squirrel365.io/ orany other website notified to the Customer by the Supplier from time to time,as more particularly described in the Documentation or any offline ordownloadable version or other similar copy of the Services or the Software.
Software: the Squirrel365 computer software, the data supplied with thesoftware, and the associated media and any add-ons developed from time to timeprovided by the Supplier as part of the Services and, additionally, shall beinterpreted as including a reference to the Licensed Software except whereexpressly stated to the contrary.
Subscription: refers to either a Free Licence or a Paid License relating to theLicensed Software, as set out in the Order Confirmation.
Subscription Fees: the subscription fees payable by the Customer to theSupplier for the User Subscriptions, as set out in the Order Confirmation orthe receipt attached or expressly referred to in that Order Confirmation.
Subscription Term: has the meaning given in clause 14.1 (being the InitialSubscription Term together with any subsequent Renewal Periods).
Support Services: the support services carried out by the supplier according toeither the Support Services Policy or other bespoke arrangements for support ofthe Software and/or Services that the parties may agree in writing from time totime.
Support Services Schedule: the Supplier’s policy for providing support inrelation to the Services as made available at https://squirrel365.io/support-policy orsuch other website address as may be notified to the Customer from time totime.
UK Data Protection Legislation: all applicable data protection and privacylegislation in force from time to time in the UK including the General DataProtection Regulation ((EU) 2016/679); the Data Protection Act 2018; thePrivacy and Electronic Communications Directive 2002/58/EC (as updated byDirective 2009/136/EC) and the Privacy and Electronic CommunicationsRegulations 2003 (SI 2003/2426) as amended.
User Subscriptions: the user subscriptions purchased by the Customer pursuantto clause 9.1 which entitle Authorised Users to access and use the Services andthe Documentation in accordance with this agreement on a single CPU.
Virus: any thing or device (including any software, code, file or programme)which may: prevent, impair or otherwise adversely affect the operation of anycomputer software, hardware or network, any telecommunications service,equipment or network or any other service or device; prevent, impair or otherwiseadversely affect access to or the operation of any programme or data, includingthe reliability of any programme or data (whether by re-arranging, altering orerasing the programme or data in whole or part or otherwise); or adverselyaffect the user experience, including worms, trojan horses, viruses and othersimilar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) foundin software and hardware components that when exploited, results in a negativeimpact to the confidentiality, integrity, or availability, and the termVulnerabilities shall be construed accordingly.
1.2 Clause, schedule and paragraph headings shall not affect the interpretationof this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whetheror not having separate legal personality) and that person’s legal and personalrepresentatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or otherbody corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall includethe plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shallinclude a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as itis in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include allsubordinate legislation made as at the date of this agreement under thatstatute or statutory provision.
1.9 A reference to writing or written includes e-mail but not faxes.
1.10 References to clauses and schedules are to the clauses and schedules ofthis agreement; references to paragraphs are to paragraphs of the relevantschedule to this agreement.
2. LICENSING
2.1 Subject to the Customer procuring a Paid License in accordance with clause3.3 and clause 9.1, the restrictions set out in this clause 2 and the otherterms and conditions of this agreement, the Supplier hereby grants to theCustomer a non-exclusive, non-transferable right, without the right to grantsub licenses, to permit each Authorised User to use the Services and theDocumentation during the Subscription Term solely:
(a) for the Customer’s internal business operations; and
(b) on up to a total of (3) three registered Devices per Authorised User,unless otherwise stated in the Order Confirmation; and
(c) up to the total number of Live Projects set out in the Order Confirmation;and
(d) for unlimited standard viewers; and
(e) for the number of customisedviewers set out in the Order Confirmation
2.2 Where the Customer has subscribed to a Free version of the Services,subject to the Customer’s acceptance of the restrictions set out in thisagreement:
(a) the Supplier grants to the Customer a limited, revokable, non-exclusive,non-transferable right, without the right to grant sub licenses to make use ofthe Services and Documentation solely for its own internal business purposes:
(i) subject to any cap, limitation or other disabling of functionality theSupplier determines from time to time as being in its commercial interest tointroduce into the Free Software;
(ii) to use Software and Documentation on one (1) Central Processing Unit at atime (i.e. one (1) concurrent Authorised User); and
(iii) to make a single backup copy of the Software, if strictly required; and
(iv) up to the total number ofLive Projects set out in the Order Confirmation; and
(v) subject to the disk spacerestrictions set out in the Order Confirmation
(vi) for unlimited standardviewers upto an aggregate number of views per month set out in the OrderConfirmation
(vii) no customised viewers
(b) all warranties set out in this agreement or otherwise implied by law areexcluded to the fullest extent legal possible and the Services as insteadprovided on an “as-is” basis;
2.3 The Supplier may revoke and terminate any Free license with immediateeffect at any time, acting without discretion and with or without notice to theCustomer, without any liability to the Customer for any loss arising from suchtermination.
2.4 In relation to the Authorised Users, the Customer undertakes that:
(a) Each Authorised User shall use one (1) device to make use of the Softwareand Documentation, which shall be fixed and may not be amended or changedwithout the Supplier’s prior written approval.
(b) the maximum number of Authorised Users that it authorises to access and usethe Services and the Documentation shall not exceed the number of UserSubscriptions or other applicable usage limitations associated with therelevant Subscription from time to time;
(c) it will not allow or suffer any User Subscription to be used by more thanone individual Authorised User unless it has been reassigned in its entirety toanother individual Authorised User, in which case the prior Authorised Usershall no longer have any right to access or use the Services and/orDocumentation and the Customer shall take appropriate steps to disablepasswords/access to ensure this has occurred;
(d) each Authorised User shall keep a secure password for his use of theServices and Documentation, that such password shall be changed no lessfrequently than in accordance with the Customer’s own password and informationsecurity policy standards and that each Authorised User shall keep theirpassword confidential;
(e) it shall maintain a written, up to date list of current Authorised Usersand provide such list to the Supplier within 5 Business Days of the Supplier’swritten request at any time or times in the event that the Supplier reasonablyrequires such information to audit the Customer’s compliance with the terms ofthis agreement;
(f) it shall permit the Supplier or the Supplier’s designated auditor to auditthe Services in order to establish the name and password of each AuthorisedUser and the Customer’s data processing facilities to audit compliance withthis agreement. Each such audit may be conducted no more than once per quarter,at the Supplier’s expense, and this right shall be exercised with reasonableprior notice, in such a manner as not to substantially interfere with theCustomer’s normal conduct of business;
(g) if any of the audits referred to in clause 2.4(f) reveal that any passwordhas been provided to any individual who is not an Authorised User, then withoutprejudice to the Supplier’s other rights, the Customer shall promptly disablesuch passwords and the Supplier shall not issue any new passwords to any suchindividual; and
(h) if any of the audits referred to in clause 2.4(f) reveal that the Customerhas underpaid Subscription Fees to the Supplier, then without prejudice to theSupplier’s other rights, the Customer shall pay to the Supplier an amount equalto such underpayment as calculated in accordance with the prices set out on theSupplier’s website for the relevant Services, notwithstanding any discount setout or otherwise included in the Order Confirmation, within 10 Business Days ofthe date of the relevant audit.
2.5 Notwithstanding any other provision or agreement to the contrary, theCustomer shall not ever be permitted to access, store, distribute or transmitany Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing,harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexualorientation, disability;
(f) is, in the reasonable opinion of the Supplier, a breach of any contract orpolicy applicable to the Services, including but not limited to any communityrules or Acceptable Use terms which may be imposed by the Supplier from time totime by publication on its website or as otherwise supplied alongside theServices or notified to the Customer in writing from time to time; or
(g) is otherwise illegal or causes or is likely to cause damage or injury toany person or property;
and the Supplier reserves the right, without liability or prejudice to itsother rights in relation to the Customer, to disable the Customer’s access, orany third party access, to any material that breaches the provisions of thisclause.
2.6 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable ofexclusion by agreement between the parties and except to the extent expresslypermitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame,mirror, republish, download, display, transmit, or distribute all or anyportion of the Software and/or Documentation (as applicable) in any form ormedia or by any means; or
(ii) not to disassemble, decompile, reverse-engineer or create derivative worksbased on the whole or any part of the Software nor attempt to do any such thingexcept to the extent that (by virtue of section 296A of the Copyright, Designsand Patents Act 1988) such actions cannot be prohibited because they areessential for the purpose of achieving inter-operability of the Software withanother software program, and provided that the information obtained by youduring such activities:
(iii) is used only for the purpose of achieving inter-operability of theSoftware with another software program; and
(iv) is not unnecessarily disclosed or communicated without our prior writtenconsent to any third party;
(v) is not used to create any software which is substantially similar to theSoftware; and
(vi) is not used to create any programme intended to circumvent or defeat anytechnological prevention measures used to manage our rights which may beincluded in the Software or Documentation.
(vii) ; or
(b) make any attempt to circumvent, remove or otherwise frustrate the functionof any Technological Prevention Measures (TPMs) included within the Services;
(c) make alterations to, or modifications of, the whole or any part of theSoftware, nor permit the Software or any part of it to be combined with, orbecome incorporated in, any other programs;
(d) access all or any part of the Services and Documentation in order to builda product or service which competes with the Services and/or the Documentation;or
(e) use the Services and/or Documentation to provide services to third parties;or
(f) subject to clause 22.1, license, sell, rent, lease, transfer, assign,distribute, display, disclose, or otherwise commercially exploit, or otherwisemake the Services and/or Documentation available to any third party except theAuthorised Users, or
(g) attempt to obtain, or assist third parties in obtaining, access to theServices and/or Documentation, other than as provided under this clause 2; or
(h) introduce or permit the introduction of, any Virus or Vulnerability intothe Supplier’s network and information systems.
2.7 The Customer shall use all reasonable endeavours to prevent anyunauthorised access to, or use of, the Services and/or the Documentation and,in the event of any such unauthorised access or use, promptly notify theSupplier.
2.8 The rights provided under this clause 2 are granted to the Customer only,and shall not be considered granted to any subsidiary or holding company of theCustomer.
2.9 Nothing in this clause shall prevent the Customer from making use of theServices for its own business purposes in order to produce an output, distinctand separable from the Services themselves, which the Customer may then sharewith its own prospects, customers, staff and other third parties (“Viewers)with whom it interacts with naturally for its own business purposes. The numberof Viewers shall be unlimited.
2.10 For the avoidance of any doubt the Customer may not provide services toits own customers which are similar to the Services in any way and may not act,for example, as a service bureau, reseller or similar in relation to theServices.
2.11 Breach of any provision of this clause 2 shall be considered a materialbreach of this agreement by the Customer, in addition and without limitation orprejudice to any other material term of this agreement, which may entitle theSupplier to seek damages in the form of monetary compensation from the Customerto reflect any loss, prospective or otherwise, suffered or likely to besuffered by the Supplier as a result of such breach.
3. ADDITIONAL USER SUBSCRIPTIONS AND LICENSEUPGRADES
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to timeduring any Subscription Term, purchase additional User Subscriptions in excessof the number set out in the relevant Order Confirmation and the Supplier shallgrant access to the Services and the Documentation to such additionalAuthorised Users in accordance with the provisions of this agreement.
3.2 If the Customer wishes to purchase additional User Subscriptions, or toupgrade from a Free Licence to a Paid License, the Customer shall notify theSupplier in writing either by email request or by completing the relevantonline form made available to the Customer from time to time. The Suppliershall evaluate such request for additional User Subscriptions and respond tothe Customer with approval or rejection of the request (such approval not to beunreasonably withheld). Where the Supplier approves the request, the Suppliershall amend the applicable Subscription(s) within a reasonable amount of timeof its approval of the Customer’s request.
3.3 If the Supplier approves the Customer’s request to amend or upgrade aSubscription, the Customer shall, within 30 days of the date of the Supplier’sinvoice, pay to the Supplier the relevant fees for such additional charges asare set out in the Order Confirmation relating to that amended Subscription.
3.4 The Supplier may grant to the Customer an expanded or upgraded License touse the Services, if expressly agreed in writing with the Supplier in eachcase. Where such an expansion or upgrade to the License is agreed, it shall berecorded as a variation to this agreement and shall take precedence over thestandard licensing terms set out herein. The Supplier will expressly set outthe scope of any expanded or upgraded license and confirm the parameters ofthat new Subscription in a revised Order Confirmation to the Customer whereapplicable.
4. SERVICES
4.1 The Supplier shall, during the Subscription Term, provide the Services andmake available the Documentation to the Customer on and subject to the terms ofthis agreement.
4.2 Other than in relation to any Free Licence, the Supplier shall usecommercially reasonable endeavours to make the Services available 24 hours aday, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of between12:00am and 5:00am UK time each Wednesday; and
(b) unscheduled maintenance performed outside Normal Business Hours, providedthat the Supplier has used reasonable endeavours to give the Customer at least6 hours notice in advance;
4.3 Other than in relation to any Free Licence the Supplier will, as part ofthe Services and at no additional cost to the Customer, provide the Customerwith the Supplier’s standard customer support services during Normal BusinessHours in accordance with the Supplier’s Support Services Schedule in effect atthe time that the Services are provided. The Supplier may amend the SupportServices Schedule in its sole and absolute discretion from time to time. TheCustomer may purchase enhanced support services separately at the Supplier’sthen current rates by separate agreement with the Supplier.
4.4 Other than in relation to any Free Licence, without prejudice to anymaterial breach of this agreement, the Customer’s sole and exclusive remedy forany failure or unavailability of the Services shall be for the Supplier to usecommercial endeavours to fix or repair or replace the affected Services inaccordance with the response and service standards set out in the Supplier’sSupport Services Schedule in force from time to time as updated by writtennotice to the Customer or as the Supplier makes generally available on itswebsite.
5. CUSTOMER DATA
5.1 The Customer shall own all right, title and interest in and to all of theCustomer Data that is not personal data and shall have sole responsibility forthe legality, reliability, integrity, accuracy and quality of all such CustomerData.
5.2 Excluding any Free Licence, the Supplier shall use reasonable endeavours toensure that its hosting services provider follows its archiving procedures forCustomer Data as described in its backup policy, as such document may beamended by the Supplier in its sole discretion by notice to the Customer fromtime to time “Back-Up Policy”. Unless otherwise notified, the Back-Up Policyshall include rolling mirrors taken once every 24 hours which shall be keptaccording to rolling 30 day retention cycle. In the event of any loss or damageto Customer Data, the Customer’s sole and exclusive remedy against the Suppliershall be for the Supplier to use reasonable commercial endeavours to restorethe lost or damaged Customer Data from the latest back-up of such Customer Datamaintained by the Supplier in accordance with the archiving procedure describedin its Back-Up Policy. The Supplier shall not be responsible for any loss,destruction, alteration or disclosure of Customer Data caused by any thirdparty (except those third parties sub-contracted by the Supplier to performservices related to Customer Data maintenance and back-up for which it shallremain fully liable under clause 5.9). The Customer accepts that it should takeregular backups of its own data should it wish to guard against the potentialloss of up to 24 hours of its data.
5.3 The Supplier shall, in providing the Services, comply with its PrivacyPolicy relating to the privacy and security of the Customer Data availableat https://squirrel365.io/privacy-policy/ orsuch other website address as may be notified to the Customer from time totime, as such document may be amended from time to time by the Supplier in itssole discretion.
5.4 Both parties will comply with all applicable requirements of the DataProtection Legislation. This clause 5 is in addition to, and does not relieve,remove or replace, a party’s obligations or rights under the Data ProtectionLegislation.
5.5 The parties acknowledge that:
(a) if the Supplier processes any personal data on the Customer’s behalf whenperforming its obligations under this agreement, the Customer is the controllerand the Supplier is the processor for the purposes of the Data ProtectionLegislation.
(b) The Privacy Policy sets out the scope, nature and purpose of processing bythe Supplier, the duration of the processing and the types of personal data andcategories of data subject.
(c) the personal data may be transferred or stored outside the EEA or thecountry where the Customer and the Authorised Users are located in order tocarry out the Services and the Supplier’s other obligations under thisagreement.
5.6 Without prejudice to the generality of clause 5.4, the Customer will ensurethat it has all necessary appropriate consents and notices in place to enablelawful transfer of the personal data to the Supplier for the duration andpurposes of this agreement so that the Supplier may lawfully use, process andtransfer the personal data in accordance with this agreement on the Customer’sbehalf.
5.7 Without prejudice to the generality of clause 5.4, the Supplier shall, inrelation to any personal data processed in connection with the performance bythe Supplier of its obligations under this agreement:
(a) process that personal data only on the documented written instructions ofthe Customer unless the Supplier is required by the laws of any member of theEuropean Union or by the laws of the European Union applicable to the Supplierand/or Domestic UK Law (where Domestic UK Law means the UK Data ProtectionLegislation and any other law that applies in the UK) to process personal data(Applicable Laws). Where the Supplier is relying on Applicable Laws as thebasis for processing personal data, the Supplier shall promptly notify theCustomer of this before performing the processing required by the ApplicableLaws unless those Applicable Laws prohibit the Supplier from so notifying theCustomer;
(b) not transfer any personal data outside of the European Economic Area andthe United Kingdom unless the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards inrelation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data ProtectionLegislation by providing an adequate level of protection to any personal datathat is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it inadvance by the Customer with respect to the processing of the personal data;
(c) assist the Customer, at the Customer’s cost, in responding to any requestfrom a data subject and in ensuring compliance with its obligations under theData Protection Legislation with respect to security, breach notifications,impact assessments and consultations with supervisory authorities orregulators;
(d) notify the Customer without undue delay on becoming aware of a personaldata breach;
(e) at the written direction of the Customer, delete or return personal dataand copies thereof to the Customer on termination of the agreement unlessrequired by Applicable Law to store the personal data (and for these purposesthe term “delete” shall mean to put such data beyond use); and
(f) maintain complete and accurate records and information to demonstrate itscompliance with this clause 5 and immediately inform the Customer if, in theopinion of the Supplier, an instruction infringes the Data ProtectionLegislation.
5.8 Each party shall ensure that it has in place appropriate technical andorganisational measures, details of which shall be provided upon request, toprotect against unauthorised or unlawful processing of personal data andagainst accidental loss or destruction of, or damage to, personal data,appropriate to the harm that might result from the unauthorised or unlawfulprocessing or accidental loss, destruction or damage and the nature of the datato be protected, having regard to the state of technological development andthe cost of implementing any measures (those measures may include, where appropriate,pseudonymising and encrypting personal data, ensuring confidentiality,integrity, availability and resilience of its systems and services, ensuringthat availability of and access to personal data can be restored in a timelymanner after an incident, and regularly assessing and evaluating theeffectiveness of the technical and organisational measures adopted by it).
5.9 The Customer consents to the Supplier appointing hosting services and otherIT security services providers as a third-party sub-processors of personal dataunder this agreement. The Supplier confirms that it has entered or (as the casemay be) will enter with the third-party processor into a written agreementeither on that third party’s own terms or another agreement incorporating termswhich are substantially similar to those set out in this clause 5 and in eithercase which the Supplier confirms reflect and will continue to reflect therequirements of the Data Protection Legislation. As between the Customer andthe Supplier, the Supplier shall remain fully liable for all acts or omissionsof any third-party sub-processor appointed by it pursuant to this clause 5. TheSupplier shall keep and maintain a list of any applicable sub-processorsavailable to the Customer upon written request.
6. THIRD PARTY PROVIDERS
The Customer acknowledges that the Services may enable or assist it to accessthe website content of, correspond with, and purchase products and servicesfrom, third parties via third-party websites and that it does so solely at itsown risk. The Supplier makes no representation, warranty or commitment andshall have no liability or obligation whatsoever in relation to the content oruse of, or correspondence with, any such third-party website, or anytransactions completed, and any contract entered into by the Customer, with anysuch third party. Any contract entered into and any transaction completed viaany third-party website is between the Customer and the relevant third party,and not the Supplier. The Supplier recommends that the Customer refers to thethird party’s website terms and conditions and privacy policy prior to usingthe relevant third-party website. The Supplier does not endorse or approve anythird-party website nor the content of any of the third-party website made availablevia the Services.
6.1 Squirrel365’s use and transfer of information received from Google APIs toany other app will adhere to Google API ServicesUser Data Policy, including the Limited Userequirements.
7. SUPPLIER’S OBLIGATIONS
7.1 Excluding Free licences, the Supplier undertakes that the Services will beperformed substantially in accordance with the Documentation and withreasonable skill and care.
7.2 Excluding Free licences, the Supplier warrants that the Licensed Softwarewill comply with its specification as described in the Documentation for aperiod of 30 days.
7.3 The undertaking at clause 7.1 and the warranty at clause 7.2, shall notapply to the extent of any non-conformance which is caused by use of theServices (including but not limited to the Licensed Software) contrary to theSupplier’s instructions, or modification or alteration of the Services by anyparty other than the Supplier or the Supplier’s duly authorised contractors oragents. If the Services do not conform with the foregoing undertaking, Supplierwill, at its expense, use all reasonable commercial endeavours to correct anysuch non-conformance promptly, or provide the Customer with an alternativemeans of accomplishing the desired performance. Such correction or substitutionconstitutes the Customer’s sole and exclusive remedy for any breach of theundertaking set out in clause 7.1.
7.4 The Supplier:
(a) does not warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free;
(ii) that the Services, Documentation and/or the information obtained by theCustomer through the Services will meet the Customer’s requirements orimmediately operate on recently or unexpectedly updated browsers or otherrelevant interfaces;
(iii) the Software or the Services will be free from Vulnerabilities; or
(iv) the Software, Documentation or Services will comply with any HeightenedCybersecurity Requirements.
(b) is not responsible for any delays, delivery failures, or any other loss ordamage resulting from the transfer of data over communications networks andfacilities, including the internet and any third party API or integration, andthe Customer acknowledges that the Services and Documentation may be subject tolimitations, delays and other problems inherent in the use of suchcommunications facilities.
7.5 This agreement shall not prevent the Supplier from entering into similaragreements with third parties, or from independently developing, using, sellingor licensing documentation, products and/or services which are similar to thoseprovided under this agreement.
7.6 The Supplier warrants that it has and will maintain all necessary licenses,consents, and permissions necessary for the performance of its obligationsunder this agreement.
8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by theSupplier;
in order to provide the Services, including but not limited to Customer Data,security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply withall applicable laws and regulations with respect to its activities under thisagreement;
(c) carry out all other Customer responsibilities set out in this agreement ina timely and efficient manner. In the event of any delays in the Customer’sprovision of such assistance as agreed by the parties, the Supplier may adjustany agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation inaccordance with the terms and conditions of this agreement and shall beresponsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licenses, consents, and permissionsnecessary for the Supplier, its contractors and agents to perform theirobligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with any relevant specificationsprovided by the Supplier from time to time; and
(g) be, to the extent permitted by law and except as otherwise expresslyprovided in this agreement, solely responsible for procuring, maintaining andsecuring its network connections and telecommunications links from its systemsto the Supplier’s data centres, and all problems, conditions, delays, deliveryfailures and all other loss or damage arising from or relating to theCustomer’s network connections or telecommunications links or caused by theinternet.
(h) comply with all applicable technology control or export laws andregulations applicable from time to time; and
(i) include and not remove or obscure any copyright notice on all entire andpartial copies the Customer makes of the Software on any medium.
9. CHARGES AND PAYMENT
9.1 The Customer shall pay the Subscription Fees to the Supplier for the PaidLicense in accordance with this clause 9 and the Order Confirmation.
9.2 The Customer shall on the Effective Date provide to the Supplier valid,up-to-date and complete credit card details or approved purchase orderinformation acceptable to the Supplier and any other relevant valid, up-to-dateand complete contact and billing details and, if the Customer provides:
(a) its credit card details to the Supplier, the Customer hereby authorises theSupplier to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of theInitial Subscription Term; and
(ii) subject to clause 14.1, on each anniversary of the Effective Date (and inany event prior to any Renewal Period) for the Subscription Fees payable inrespect of the next Renewal Period;
(b) its approved purchase order information to the Supplier, the Supplier shallinvoice the Customer:
(i) on the Effective Date for the Subscription Fees payable in respect of theInitial Subscription Term; and
(ii) subject to clause 14.1, at least 30 days prior to each anniversary of thecommencement of each Renewal Period for the Subscription Fees payable inrespect of that next Renewal Period,
and the Customer shall pay each invoice within 30 days after the date of suchinvoice.
9.3 If the Supplier has not received payment within 30 days after the due date,or prior to the commencement of the applicable Renewal Period, and withoutprejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Customer, disable the Customer’spassword, account and access to all or part of the Services and the Suppliershall be under no obligation to provide any or all of the Services while theinvoice(s) concerned remain unpaid; or
(b) the Supplier may retain the Customer’s data and Projects for a reasonableperiod of time, in the event that the Customer wishes to commence a RenewalTerm, up to a total of three (3) months at which time it shall be irretrievablydeleted; and
(c) interest shall accrue on a daily basis on such due amounts at an annualrate equal to 3% over the then current base lending rate of the HSBC Bank (UK)plc from time to time, commencing on the due date and continuing until fullypaid, whether before or after judgment;
9.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in US dollars;
(b) are, subject to clause 13.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added or other applicable sales and other tax, whichmay be added to the Supplier’s invoice(s) at the appropriate rate.
9.5 If, at any time whilst using the Services, the Customer exceeds the amountof managed online storage space specified in the Documentation or if theCustomer’s usage exceeds a reasonable amount based on the Supplier’s customerbase generally or to the extent that such excessive usage begins to present orrisks becoming a commercial burden to the Supplier, or risks negativelyaffecting and shared network infrastructure used to provide the Services, theSupplier shall charge the Customer, and the Customer shall pay, the Supplier’sthen current excess data storage fees. The Supplier may introduce a reasonableexcess data storage fee policy from time to time which shall be deemed to amendthis Agreement upon 30 days written notice to the Customer of such policycoming into effect or 30 days after the policy has been made public on theSupplier’s website.
9.6 The Supplier shall be entitled to increase the Subscription Fees, the feespayable in respect of the additional User Subscriptions purchased pursuant toclause 3.3 and/or the excess storage fees payable pursuant to clause 9.5 at thestart of each Renewal Period upon 60 days’ prior notice to the Customer and thedetails of the Subscription and Order Confirmation shall be deemed to have beenamended accordingly.
10. PROPRIETARY RIGHTS
10.1 The Customer acknowledges and agrees that the Supplier and/or itslicensors own all intellectual property rights in the Services and theDocumentation. Except as expressly stated herein, this agreement does not grantthe Customer any rights to, under or in, any patents, copyright, databaseright, trade secrets, trade names, trade marks (whether registered orunregistered), or any other rights or licenses in respect of the Services orthe Documentation.
10.2 The Supplier confirms that it has all the rights in relation to theServices and the Documentation that are necessary to grant all the rights itpurports to grant under, and in accordance with, the terms of this agreement.
11. CONFIDENTIALITY AND COMPLIANCE WITH POLICIES
11.1 Each party may be given access to Confidential Information from the otherparty in order to perform its obligations under this agreement. A party’sConfidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of thereceiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restrictionon disclosure; or
(d) is independently developed by the receiving party, which independentdevelopment can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other’s ConfidentialInformation in confidence and not make the other’s Confidential Informationavailable to any third party, or use the other’s Confidential Information forany purpose other than the implementation of this agreement and clause 11.9.
11.3 Each party shall take all reasonable steps to ensure that the other’sConfidential Information to which it has access is not disclosed or distributedby its employees or agents in violation of the terms of this agreement.
11.4 A party may disclose Confidential Information to the extent suchConfidential Information is required to be disclosed by law, by anygovernmental or other regulatory authority or by a court or other authority ofcompetent jurisdiction, provided that, to the extent it is legally permitted todo so, it gives the other party as much notice of such disclosure as possibleand, where notice of disclosure is not prohibited and is given in accordancewith this clause 11.4, it takes into account the reasonable requests of theother party in relation to the content of such disclosure.
11.5 The Customer acknowledges that details of the Services, and the results ofany performance tests of the Services, constitute the Supplier’s ConfidentialInformation.
11.6 The Supplier acknowledges that the Customer Data is the ConfidentialInformation of the Customer.
11.7 No party shall make, or permit any person to make, any public announcementconcerning this agreement without the prior written consent of the otherparties (such consent not to be unreasonably withheld or delayed), except asrequired by law, any governmental or regulatory authority (including, withoutlimitation, any relevant securities exchange), any court or other authority ofcompetent jurisdiction.
11.8 The above provisions of this clause 11 shall survive termination of thisagreement, however arising.
11.9 Publicity – the Customer acknowledges and agrees that the Supplier maypublish the business name of the Customer on its website (but not any logo orbranding material requiring approval pursuant to clause 11.10 below) as aCustomer of the Supplier and user of the Services. For the avoidance of anydoubt the Customer’s status as the Supplier’s client shall not be confidentialinformation.
11.10 Neither party shall make any use of the other’s intellectual property,materials, logos, brand or other such materials, except to the extent expresslyset out in this Agreement or as that party provides express advance approvalfor in each case.
12. INDEMNITY
12.1 The Customer shall defend, indemnify and hold harmless the Supplieragainst claims, actions, proceedings, losses, damages, expenses and costs(including without limitation court costs and reasonable legal fees) arisingout of or in connection with the Customer’s use of the Services and/orDocumentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in thedefence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
12.2 The Supplier shall defend the Customer, its officers, directors andemployees against any claim that the Customer’s use of the Services orDocumentation in accordance with this agreement infringes any United States ofAmerica or United Kingdom patent effective as of the Effective Date, copyright,trade mark, database right or right of confidentiality, and shall indemnify theCustomer for any amounts awarded against the Customer in judgment or settlementof such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to the Supplier in thedefence and settlement of such claim, at the Supplier’s expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, the Supplier may procure theright for the Customer to continue using the Services, replace or modify theServices so that they become non-infringing or, if such remedies are notreasonably available, terminate this agreement on 2 Business Days’ notice tothe Customer without any additional liability or obligation to pay liquidateddamages or other additional costs to the Customer.
12.4 In no event shall the Supplier, its employees, agents and sub-contractorsbe liable to the Customer to the extent that the alleged infringement is basedon:
(a) a modification of the Services or Documentation by anyone other than the Supplier;or
(b) the Customer’s use of the Services or Documentation in a manner contrary tothe instructions given to the Customer by the Supplier; or
(c) the Customer’s use of the Services or Documentation after notice of thealleged or actual infringement from the Supplier or any appropriate authority.
12.5 The foregoing and clause 13.3(b) states the Customer’s sole and exclusiverights and remedies, and the Supplier’s (including the Supplier’s employees’,agents’ and sub-contractors’) entire obligations and liability, forinfringement of any patent, copyright, trade mark, database right or right ofconfidentiality.
13. LIMITATION OF LIABILITY
13.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the useof the Services and the Documentation by the Customer, and for conclusionsdrawn from such use. The Supplier shall have no liability for any damage causedby errors or omissions in any information, instructions or scripts provided tothe Supplier by the Customer in connection with the Services, or any actionstaken by the Supplier or the Software at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kindwhatsoever implied by statute or common law are, to the fullest extentpermitted by applicable law, excluded from this agreement; and
(c) the Services, including the Software and the Documentation and any relatedSupport Services are provided to the Customer on an “as is” basis.
13.2 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for fraud or fraudulent misrepresentation.
13.3 Subject to clause 13.1 and clause 13.2:
(a) the Supplier shall not be liable whether in tort (including for negligenceor breach of statutory duty), contract, misrepresentation, restitution orotherwise for any loss of profits, loss of business, depletion of goodwilland/or similar losses or loss or corruption of data or information, or pureeconomic loss, or for any special, indirect or consequential loss, costs,damages, charges or expenses however arising under this agreement; and
(b) the Supplier’s total aggregate liability in contract (including in respectof the indemnity at clause 12.2), tort (including negligence or breach ofstatutory duty), misrepresentation, restitution or otherwise, arising inconnection with the performance or contemplated performance of this agreementshall be limited to the total Subscription Fees paid for the User Subscriptionsduring the 12 months immediately preceding the date on which the claim arose.
13.4 The Customer acknowledges and agrees that, under a Free Licence, it isreasonable that the Supplier shall have no liability of any kind in anycircumstances whatsoever including without limitation negligence (except fordeath and personal injury caused by the Supplier’s negligence, fraud and otherliability it would be illegal to exclude) to the Customer in respect of theSoftware or the Documentation and the Supplier makes no warranty of any kind inrespect of the Software or the Documentation. For the same reasons, allstatutory and implied warranties, terms and conditions are excluded to the fullextent allowed by law and the Services and Documentation are provided on an“as-is” basis.
13.5 The Customer acknowledges and agrees that the Customer shall have soleresponsibility for the protection of all data it submits during any Freesubscription and the Supplier shall have no liability to the Customer in anycircumstances whatsoever including without limitation negligence for any dataloss or corruption caused during a Free subscription.
14. TERM AND TERMINATION
14.1 This agreement and each individual Subscription shall, unless otherwiseterminated as provided in this clause 14, commence on the Effective Date andshall continue for the applicable Initial Subscription Term and, thereafter,this agreement and each Subscription shall be subject to the renewal terms setout in the Order Confirmation. If not stated to the contrary, each Subscriptionand this agreement shall be automatically renewed for successive periods of 12months or 1 month (each a Renewal Period), unless:
(a) the applicable Order Confirmation expressly states that the SubscriptionTerm is fixed or will expire upon a certain date or event; or
(b) either party notifies the other party of termination, in writing, at least30 days before the end of the Initial Subscription Term or any Renewal Period,in which case this agreement shall terminate upon the expiry of the applicableInitial Subscription Term or Renewal Period; or(d) otherwise terminated inaccordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periodsshall constitute the Subscription Term.
14.2 Without affecting any other right or remedy available to it, either partymay terminate this agreement with immediate effect by giving written notice tothe other party if:
(a) the other party fails to pay any amount due under this agreement on the duedate for payment and remains in default not less than 14 days after beingnotified in writing to make such payment;
(b) the other party commits a material breach of any other term of thisagreement which breach is irremediable or (if such breach is remediable) failsto remedy that breach within a period of 30 days after being notified inwriting to do so. Repeated minor breaches of this agreement by the Suppliershall not be cumulatively deemed to equate to a material breach pursuant tothis clause;
(c) the Customer repeatedly breaches any of the terms of this agreement in sucha manner as to reasonably justify the opinion that its conduct is inconsistentwith it having the intention or ability to give effect to the terms of thisagreement;
(d) the other party suspends, or threatens to suspend, payment of its debts oris unable to pay its debts as they fall due or admits inability to pay itsdebts or is deemed unable to pay its debts within the meaning of section 123 ofthe Insolvency Act 1986, as if the words “it is proved to the satisfaction ofthe court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act1986;
(e) the other party commences negotiations with all or any class of itscreditors with a view to rescheduling any of its debts, or makes a proposal foror enters into any compromise or arrangement with its creditors other than forthe sole purpose of a scheme for a solvent amalgamation of that other partywith one or more other companies or the solvent reconstruction of that otherparty;
(f) a petition is filed, a notice is given, a resolution is passed, or an orderis made, for or in connection with the winding up of that other party otherthan for the sole purpose of a scheme for a solvent amalgamation of that otherparty with one or more other companies or the solvent reconstruction of thatother party;
(g) an application is made to court, or an order is made, for the appointmentof an administrator, or if a notice of intention to appoint an administrator isgiven or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other partyhas become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of theother party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possessionof, or a distress, execution, sequestration or other such process is levied orenforced on or sued against, the whole or any part of the other party’s assetsand such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other partyin any jurisdiction to which it is subject that has an effect equivalent orsimilar to any of the events mentioned in clause 14.2(d) to clause 14.2(j)(inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease,carrying on all or a substantial part of its business;
14.3 On termination of this agreement for any reason:
(a) all licenses granted under this agreement shall immediately terminate andthe Customer shall immediately cease all use of the Services and/or theDocumentation and the Software;
(b) each party shall return and make no further use of any equipment, property,Documentation, Licensed Software and other items (and all copies of them)belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Datain its possession in accordance with clause 5.7(c), unless the Supplierreceives, no later than thirty days after the effective date of the terminationof this agreement, a written request for the delivery to the Customer of thethen most recent back-up or other readily available copy of the Customer Data.The Supplier shall use reasonable commercial endeavours to deliver the back-upto the Customer within 30 days of its receipt of such a written request,provided that the Customer has, at that time, paid all fees and chargesoutstanding at and resulting from termination (whether or not due at the dateof termination). The Customer shall pay all reasonable expenses incurred by theSupplier in returning or disposing of Customer Data, which shall be supplied inthe format it is stored in, which may be encrypted and will not necessarily beusable by the Customer independently of the Software; and
(d) any rights, remedies, obligations or liabilities of the parties that haveaccrued up to the date of termination, including the right to claim damages inrespect of any breach of the agreement which existed at or before the date oftermination shall not be affected or prejudiced.
14.4 Where the Supplier is entitled to terminate the Agreement, it may insteadchoose to suspend the Agreement pending a response from the Customer, and theSupplier retains the absolute authority to determine which course of action ittakes in each applicable instance as to termination or suspension.
15. FORCE MAJEURE
The Supplier shall have no liability to the Customer under this agreement if itis prevented from or delayed in performing its obligations under thisagreement, or from carrying on its business, by acts, events, omissions oraccidents beyond its reasonable control, including, without limitation,strikes, lock-outs or other industrial disputes (whether involving theworkforce of the Supplier or any other party), failure of a utility service ortransport or telecommunications network, act of God, war, riot, civilcommotion, malicious damage, compliance with any law or governmental order,rule, regulation or direction, accident, breakdown of plant or machinery, fire,flood, storm or default of suppliers or sub-contractors, provided that the Customeris notified of such an event and its expected duration.
16. CONFLICT
If there is an inconsistency between any of the provisions in the main body ofthis agreement and the Schedules, the provisions in the main body of thisagreement shall prevail.
17. VARIATION
No variation of this agreement shall be effective unless it is in writing andexpressly references this Agreement.
18. WAIVER
No failure or delay by a party to exercise any right or remedy provided underthis agreement or by law shall constitute a waiver of that or any other rightor remedy, nor shall it prevent or restrict the further exercise of that or anyother right or remedy. No single or partial exercise of such right or remedyshall prevent or restrict the further exercise of that or any other right orremedy.
19. RIGHTS AND REMEDIES
Except as expressly provided in this agreement, the rights and remediesprovided under this agreement are in addition to, and not exclusive of, anyrights or remedies provided by law.
20. SEVERANCE
20.1 If any provision or part-provision of this agreement is or becomesinvalid, illegal or unenforceable, it shall be deemed deleted, but that shallnot affect the validity and enforceability of the rest of this agreement.
20.2 If any provision or part-provision of this agreement is deemed deletedunder clause 20.1 the parties shall negotiate in good faith to agree areplacement provision that, to the greatest extent possible, achieves theintended commercial result of the original provision.
21. ENTIRE AGREEMENT
21.1 This agreement constitutes the entire agreement between the parties andsupersedes and extinguishes all previous agreements, promises, assurances,warranties, representations and understandings between them, whether written ororal, relating to its subject matter.
21.2 Each party acknowledges that in entering into this agreement it does notrely 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.
21.3 Each party agrees that it shall have no claim for innocent or negligentmisrepresentation or negligent misstatement based on any statement in thisagreement.
21.4 Nothing in this clause shall limit or exclude any liability for fraud.
22. ASSIGNMENT
22.1 The Customer shall not, without the prior written consent of the Supplier,assign, transfer, charge, sub-contract or deal in any other manner with all orany of its rights or obligations under this agreement.
22.2 The Supplier may at any time assign, transfer, charge, sub-contract ordeal in any other manner with all or any of its rights or obligations underthis agreement.
23. GENERAL
23.1 The Customer acknowledges that the Supplier’s services are provided viathe internet and may be accessible in any jurisdiction in the world. TheSupplier makes no warranty as to compliance with any local laws and theCustomer should not place legal reliance upon the Services or Documentationcomplying with any such local laws which are specific to the Customer’sbusiness and not to that of the Supplier.
23.2 The Customer waives any and all right to jury trial or any similardetermination of disputes hereunder, and in the event that the Customer may beentitled to punitive, exemplary or otherwise penal damages of any nature, theCustomer any such right as against the Supplier and its representatives.
23.3 The Customer agrees not to export the Software or Documentation in anymanner that would contravene the US Department of Commerce’s Bureau of Industryand Security Export Administration Regulations Export Control laws or anysimilar technology sanctions which may prevent the transmission or exportationof Software provided by the Supplier pursuant to this agreement.
23.4 The Customer acknowledges that the Software and the Documentation are notdesigned to support critical infrastructure or networks such as thosesupporting utilities infrastructure including but not limited to nuclear power,or any critical health support or similar measures and the Customer agrees notto make any such use of the Software or Documentation during the Term orthereafter.
24. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to or shall operate to create apartnership between the parties, or authorise either party to act as agent forthe other, and neither party shall have the authority to act in the name or onbehalf of or otherwise to bind the other in any way (including, but not limitedto, the making of any representation or warranty, the assumption of anyobligation or liability and the exercise of any right or power).
25. THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party (other thanthe parties to this agreement and, where applicable, their successors andpermitted assigns) pursuant to the Contracts (Rights of Third Parties) Act1999.
26. NOTICES
26.1 Any notice required to be given under this agreement to the Supplier shallbe in writing and shall be delivered by email to legal@squirrel365.io, or by hand or sent by pre-paidfirst-class post or recorded delivery post to the other party at its addressset out in this agreement, or such other email address as may have beennotified by that party for such purposes or as used to register a user account.
26.2 A notice delivered by hand shall be deemed to have been received whendelivered (or if delivery is not in business hours, at 9 am on the firstbusiness day following delivery). A notice delivered by email shall deemed tohave been received by the intended recipient 48 hours after it was sent. Acorrectly addressed notice sent by pre-paid first-class post or recordeddelivery post shall be deemed to have been received at the time at which itwould have been delivered in the normal course of post.
26.3 The Supplier may post service messages and notices within the applicationor by publication on its website and the notice is deemed to be received whenposted.
27. GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with itor its subject matter or formation (including non-contractual disputes orclaims) shall be governed by and construed in accordance with the law ofEngland and Wales.
28. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall haveexclusive jurisdiction to settle any dispute or claim arising out of or inconnection with this agreement or its subject matter or formation (includingnon-contractual disputes or claims).
