Terms and Conditions
Your attention is particularly drawn to clause 17 (limitation on liability)
it is agreed as follows: –
1. INTERPRETATION
Authorised Users: those employees, agents and independent contractors authorised by you to use the Subscribed Services and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: the date in which the Subscribed Services are due to commence as set out in the Order Form.
Confidential Information: information that is proprietary or confidential to Complitas including any details of its business, affairs, customers, clients, suppliers, plans or strategy) which is provided or made available to you under or in connection with the Service Agreement
Contract Year: a 12 month period commencing on the Effective Date or any anniversary of it.
Client Data: the data inputted by you, Authorised Users, or Complitas on your for the purpose of using the Subscribed Services or facilitating your use of the Subscribed Services.
Derived Data: any Client Data (wholly or in part) aggregated to such a degree that it:
- cannot be identified as originating or deriving directly from the Client Data and cannot be reverse-engineered such that it can be so identified; and
- is not capable of use substantially as a substitute for the Client Data;
Documentation: the document(s) and other materials, including the Subscribed Services Specification, made available to you by Complitas online via https://www.complitas.co.uk or such other web address notified by Complitas to you from time to time which sets out a description of the Subscribed Services and the user instructions for the Subscribed Services.
Effective Date: the date the Order Form is signed by both parties and the Service Agreement comes into effect.
Feedback: all current and future suggestions, comments or other feedback regarding the Subscribed Services and/or Documentation.
Force Majeure Event: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Service Agreement including without limitation strikes, lock-outs, labour disputes, acts of God, natural disasters, war, riots, civil commotion, malicious damage, imposition of sanctions, embargo, law, governmental order, rule, regulation or direction, accident, fire, explosion, building collapse, flood, drought, storm, pandemic or epidemic, nuclear or chemical or biological contamination, terrorism
Initial Subscription Term: the initial term of the Service Agreement as set out in the Order Form.
Insolvency Event: any one or more of the following:
- the taking of any step in connection with any voluntary arrangement or any other compromise or arrangement for the benefit of any creditors;
- the making of an administration order;
- the appointment of an administrator;
- the appointment of a receiver or manager or an administrative receiver in relation to any property or income;
- the commencement of voluntary winding-up, except a winding-up for the purpose of amalgamation or reconstruction of a solvent entity;
- the making of a winding-up order;
and shall include any analogous proceedings or events that may be taken pursuant to the legislation of another jurisdiction to which a party is subject.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Normal Business Hours: 9:00am to 5:00pm Monday-Friday
Order Form: a written order form, signed by both parties, detailing the Subscribed Services to be provided by Complitas, the Subscription Fees and any other amounts due and payable by you and any amendments to these Subscribed Services terms agreed by you and Complitas.
Outputs: any data, instructions or reports transmitted or generated by the Platform in response to the Authorised Users use of the Subscribed Services including submission of the Client Data.
Platform: any software that is supplied to you as part of the Subscribed Services, including all revised versions and updates.
Renewal Period: the period described in clause 18.1.
Regulated Activity: an activity which is carried out in compliance with the Building Safety Act 2022, Health and Safety at Work Act 1974, BSI Flex 8670 and any other laws, regulations and guidance relating to building safety.
Service Agreement: means the Order Form, these Terms and the Subscribed Services Specification.
Subscription Fees: the fees payable by you to Complitas for the User Subscriptions, as set out in the Order Form.
Subscribed Services: means making available the Platform as described in the relevant Subscribed Services Specification and made available to you via the Internet or other network and the Outputs.
Subscribed Services Specification: means each document describing the functionality and technical specification of Subscribed Services, available at https://www.complitas.co.uk as the same may be updated from time to time.
Subscription Term: has the meaning given in clause 18.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Policy: Complitas’ policy for providing support in relation to the Subscribed Services as made available at https://www.complitas.co.uk or such other website address as may be notified to you from time to time.
User Subscriptions: the user subscriptions purchased by you pursuant to the Service Agreement which entitle Authorised Users to access and use the Subscribed Services and the Documentation in accordance with the Service Agreement.
Virus: any thing or device (including any software, code, file or program) which may:
(a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;(b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or
(c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability the Subscribed Services, and the term Vulnerabilities shall be interpreted accordingly.
1.2 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
1.3 A reference to a statute or statutory provision is a reference to it as it is in force from time to time as at the date of the Service Agreement.
1.4 A reference to a statute or statutory provision includes all subordinate legislation made as at the date of the Service Agreement under that statute or statutory provision.
1.5 A reference to writing or written excludes fax but includes email.
1.6 If there is any conflict or inconsistency between the terms of the Service Agreement, the following order of priority shall apply such that a term contained in a higher document on the list shall take precedence over a term contained in a lower document on the list:
1.6.1 the Order Form;
1.6.2 the Platform Specification; and
1.6.3 these Terms.
1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. BASIS AND DURATION OF AGREEMENT
2.1 The Order Form constitutes an offer by you to purchase the Subscribed Services in accordance with these Terms. You must ensure that the details contained in the Order Form are complete and accurate.
2.2 The Order Form shall only be deemed to be accepted when Complitas issues a written acceptance of the Order Form.
2.3 No agreement shall come into effect until both parties have signed the Order Form, at which point the Service Agreement comes into effect.
2.4 These Terms apply to the Service Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. YOUR RIGHT TO USE THE SUBSCRIBED SERVICES
3.1 On the Commencement Date, Complitas grants to you a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit you, via rights of access granted to your Authorised Users, to access and use the Subscribed Services solely for your internal business operations.
3.2 The grant of the licence in clause 3.1 is subject to your compliance with these Terms, the Subscribed Services Specification and any other documents referenced in, or attached to, the Service Agreement including the Order Form (all such documents together described as these Terms).
3.3 You acknowledge that the Subscribed Services do not include:
3.3.1 any services, systems or equipment required to access the internet and/or transmit data (and all associated costs and expenses incurred by you in this regard in connection with use of the Subscribed Services are your responsibility);
3.3.2 data back up or disaster recovery facilities (and you shall ensure it at all times maintains backups of all Client Data according to its requirements);
3.3.3 legal, accounting or other professional or regulated services and that, except as expressly stated in the Services Agreement, no assurance is given that the Subscribed Services will comply with or satisfy any legal or regulatory obligation of any person.
4. AUTHORISED USERS
4.1 In relation to the Authorised Users, you undertake that:
4.1.1 the maximum number of Authorised Users that you authorise to access and use the Subscribed Services and the Documentation shall not exceed the number of User Subscriptions you have purchased from time to time;
4.1.2 you will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Subscribed Services;
4.1.3 ensure that each Authorised User complies with the EULA;
4.1.4 your Authorised Users may only access the Subscribed Services in the United Kingdom via the methods specified in the Subscribed Services Specification.
4.2 You are responsible for all acts and omissions of each Authorised User and any and all use of the Subscribed Services using each Authorised User’s access credentials.
5. YOUR OBLIGATIONS
5.1 You shall not, and shall procure that each Authorised User does not:
5.1.1 except to the extent expressly permitted by the Service Agreement or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscribed Services, Platform or Documentation (as applicable) in any form or media or by any means;
5.1.2 except to the extent expressly permitted by the Service Agreement or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Subscribed Services or the Platform;
5.1.3 store, access, publish, disseminate, distribute or transmit via the Subscribed Services any material which:
(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, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
5.1.4 access all or any part of the Subscribed Services and Documentation in order to build a product or service which competes with the Subscribed Services or the Documentation;
5.1.5 use the Subscribed Services or the Documentation to provide Subscribed Services to third parties;
5.1.6 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscribed Services or Documentation available to any third party except the Authorised Users; or
5.1.7 attempt to obtain, or assist third parties in obtaining, access to the Subscribed Services or Documentation.
5.2 You shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Subscribed Services. You acknowledge that a failure to do so may impact its use of the Subscribed Services.
6. SUBSCRIBED SERVICES
6.1 Complitas warrants that the Subscribed Services shall comply in all material respects with the Subscribed Services Specification.
6.2 You acknowledge that the warranty at clause 6.1 does not apply to any free or trial periods of the Subscribed Services. Any free or trial periods of the Subscribed Services provided by Complitas at any time shall be provided “as is” and without warranty to the maximum extent permitted by law.
6.3 Unless otherwise expressly set out in the Service Agreement, Complitas does not warrant that the Subscribed Services shall:
6.3.1 meet your specific individual needs, whether or not such needs have been communicated to Complias;
6.3.2 not be subject to minor errors or defects; or
6.3.3 be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Subscribed Services Specification.
6.4 Complitas shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.
6.5 The warranty provided at clause 6.1 shall not apply to the extent that any problem with the Subscribed Services arises as a result of:
6.5.1 incorrect access or use of the Subscribed Services by you or any Authorised User;
6.5.2 access to or use of any of the Subscribed Services by you or any Authorised User other than for the purposes for which it is intended;
6.5.3 use of the Subscribed Services with other software or services or on equipment with which it is incompatible;
6.5.4 any modification of the Subscribed Services (other than that undertaken by Complitas);
6.5.5 Force Majeure Event;
6.5.6 any breach of the Service Agreement by, or negligence or other unlawful act or omission by you or any Authorised User.
6.6 You acknowledge and agree that you and your Authorised Users are responsible for the accuracy of the information you provide and any advice or recommendations made through the Subscribed Services will be made in response to the information you provide.
6.7 Complitas makes no representations, warranties or guarantees, whether expressly or implied, that the content provided through the Subscribed Services:
6.7.1 is accurate, complete or up-to date;
6.7.2 is compliant with applicable laws in the jurisdiction in which you operate.
6.8 Other than as expressly and specifically set out in this clause 6, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise (including in each case any implied conditions, warranties or terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result) are excluded to the extent permitted by law.
7. Feedback
7.1 You may, at your discretion, provide Feedback to Complitas at any time, but Complitas shall not be obliged to take any action in response to the Feedback.
7.2 Without prejudice to its other rights and remedies (including under the Service Agreement), Complitas will be free to use, disclose, reproduce, distribute, implement in the Platform, Subscribed Services or otherwise commercialise all Feedback provided by you or your Authorised Users without obligation or restriction of any kind, and you (and procure any Authorised Users) hereby waives all rights to be compensated or seek compensation for the Feedback.
8. Client Data
8.1 You and any Authorised Users may be able to store or transmit Client Data using the Subscribed Services. Complitas acknowledges that you will retain all rights and interest in the Client Data.
8.2 You hereby grants a royalty-free, non-transferable, non-exclusive licence for Complitas (and each of its direct and indirect sub-contractors) to:
8.2.1 copy, exploit, process, store, transmit, use and otherwise utilise the Client Data to the extent reasonably necessary to perform or provide the Services or to exercise or perform Complitas’ rights, remedies and obligations under the Service Agreement;
8.2.2 create the Derived Data for Complitas to use for its own business purposes.
9. Intellectual property rights
9.1 You acknowledge and agree that Complitas and its licensors own all Intellectual Property Rights in the Subscribed Services and the Documentation. Except as expressly stated in the Service Agreement, the Service Agreement does not grant you or any Authorised Users any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Subscribed Services or the Documentation.
9.2 Complitas confirms that it has all the rights in relation to the Subscribed Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Service Agreement.
9.3 All rights, title and interest in any Derived Data and Feedback shall vest in Complitas on creation. You (and you shall procure any Authorised Users) hereby assigns to Complitas absolutely with full title guarantee all right, title and interest in and to the Derived Data and Feedback including:
9.3.1 all such future copyright, design right and database right in the United Kingdom and throughout the world, including any extensions or renewals of such copyright, design right and database right and including the exclusive right to do and to authorise others to do any and all acts restricted by the Copyright Designs and Patents Act 1988 and all rights of a similar nature conferred in respect of such Feedback by the laws in force in all other parts of the world;
9.3.2 all other rights in the Derived Data and the Feedback of whatever nature, including Intellectual Property Rights, whether now known or created in the future, to which you now, or at any time after the date of the Service Agreement may be, entitled by virtue of the laws in force in the United Kingdom and in any other part of the world;
9.3.3 the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Derived Data and the Feedback;
in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of the Service Agreement.
9.4 You (and you shall procure any Authorised Users) shall:
9.4.1 hold on trust for Complitas any of the rights referred to in clause 9.3 in which the legal title has not passed (or will not pass) to Complitas until such time as they are assigned to Complitas pursuant to clause 9.3;
9.4.2 waive all moral rights in respect of the use to be made of the Derived Data and Feedback under the Service Agreement to which you or any Authorised Users may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 or under any similar legislation from time to time in force anywhere in the world.
9.5 You shall execute and deliver such documents and perform such acts as may be require for the purpose of giving full effect to clause 9.3
10. UPDATES, UPGRADES, MAINTENANCE AND SUPPORT
10.1 Complitas may, from time to time and subject to notifying you in writing in advance, make changes to the Subscribed Services to:
10.1.1 improve, update or upgrade existing functionality or Subscribed Services;
10.1.2 introduce new functionality or Subscribed Services;
10.1.3 reflect changes to technology or market practice; or
10.1.4 ensure that the Subscribed Services remain compliant with all applicable laws, legal obligations or regulations;
any such changes shall not result in a material degradation in the Subscribed Services for the duration of the Subscription Term.
10.2 Complitas shall, as part of the Services and at no additional cost, provide you with Complitas’ standard customer support services during Normal Business Hours in accordance with the Support Policy in effect at the time that the Subscribed Services are provided. Complitas may amend the Support Policy in its sole and absolute discretion from time to time.
11. AVAILABILITY OF THE SUBSCRIBED SERVICES
11.1 The Subscribed Services are designed to be available during Normal Business Hours, subject to any emergency or scheduled maintenance. Complitas shall use commercially reasonable endeavours to make the Subscribed Services available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance performed outside Normal Business Hours, which Complitas shall use reasonable endeavours to give you at least [6] Normal Business Hours’ notice in advance.
11.2 Complitas shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. You acknowledge that the Subscribed Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
12. SUSPENSION
12.1 Complitas may, without prejudice to any other rights or remedies available to it, suspend your access to, or use of, the Subscribed Services in whole or in part and on an Authorised User by Authorised User basis immediately on notice if:
12.1.1 you fail to pay any amounts due to Complitas in accordance with clause 13;
12.1.2 you are otherwise in breach of its obligations under the Service Agreement or any Order Form;
12.1.3 there is an attack on the Subscribed Services used by you or if your Client Data is accessed or manipulated by a third party without your consent;
12.1.4 Complitas is required by applicable law to suspend your access to, or use of, the Subscribed Services; or
12.1.5 Complitas reasonably believes that the suspension of the Subscribed Services is necessary to protect its infrastructure, network or the use of the Subscribed Services by other clients because of a threat to the security, integrity or use of the Subscribed Services.
12.2 Complitas shall use reasonable endeavours to re-establish or permit access to the Subscribed Services as soon as possible following Complitas’s determination that the cause of the suspension has been resolved.
12.3 Complitas shall have no liability whether under the Service Agreement or at law to you for any exercise of its rights pursuant to this clause 12.
13. FEES
13.1 Complitas shall invoice you for the fees and charges (including the Subscription Fees) as set out in this clause 13.
13.2 You shall on the Effective Date provide to Complitas valid, up-to-date and complete credit card details or approved purchase order information acceptable to Complitas and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:
13.2.1 its credit card details to Complitas, you hereby authorises Complitas to bill such credit card:
(a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and(b) on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
13.2.2 its approved purchase order information to Complitas, Complitas shall invoice you:
(a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and(b) at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and you shall pay each invoice within 30 days after the date of such invoice.
13.3 You acknowledge that Complitas may invoice for the Subscribed Services each time you:
13.3.1 purchase additional Subscribed Services;
13.3.2 increase the number of Authorised Users; or
13.3.3 otherwise alter its use of the Subscribed Services such that additional amounts may be payable to Complitas.
13.4 If Complitas has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Complitas:
13.4.1 Complitas may, on no less than 5 Business Days’ written notice to you and without liability to you, disable your password, account and access to all or part of the Subscribed Services and Complitas shall be under no obligation to provide any or all of the Subscribed Services while the invoice(s) concerned remain unpaid; and
13.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
13.5 All amounts and fees stated or referred to in the Service Agreement or any Order Form:
13.5.1 shall be payable in pounds sterling;
13.5.2 [non-cancellable and non-refundable]
13.5.3 are exclusive of value added tax, which shall be added to Complitas’ invoice(s) at the appropriate rate.
13.6 Complitas shall be entitled to increase the Subscription Fees:
13.6.1 at the start of each Renewal Period upon 60 days’ prior written notice.
13.6.2 with effect from 1 January of each year to reflect increases or decreases indicated by the percentage increase or decrease in the Consumer Prices Index during the previous year. Complitas shall give you not less than 60 days prior written notice of proposed changes.
If you object to a proposed adjustment, you may terminate the Service Agreement by giving no less than 30 days written notice.
14. CONFIDENTIALITY
14.1 You shall:
14.1.1 keep confidential the Confidential Information; and
14.1.2 not use, or disclose to any person, the Confidential Information, except as permitted by clause 14.2.
14.2. You may:
14.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers who need to know the relevant Confidential Information for the purposes of the performance of its obligations under the Service Agreement, provided that you must ensure that each of its employees, officers, representatives and advisers are aware of its confidential nature and agrees to comply with this clause 14;
14.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
14.2.3 use Confidential Information only to the extent reasonably necessary to perform its obligations under the Service Agreement.
14.3 The provisions of this clause 14 shall not apply to information which:
14.3.1 is or comes into the public domain through no fault of the other party, its officer, employees, agents or contractors; or
14.3.2 is independently developed by you, without access or use of the Confidential Information.
15. DATA PROTECTION
Any personal data processed in connection with the Service Agreement shall be processed in accordance with Complitas’ privacy notice found here: https://www.complitas.co.uk/privacy-policy.
16. INDEMNITY
16.1 You shall defend, indemnify and hold harmless Complitas against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Subscribed Services or Documentation, provided that:
16.1.1 you given prompt notice of any such claim;
16.1.2 Complitas provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
16.1.3 you are given sole authority to defend or settle the claim.
17. LIMITATION OF LIABILITY
17.1 Except as expressly and specifically provided in the Service Agreement:
17.1.1 you assumes sole responsibility for the results and Outputs obtained from the use of the Subscribed Services and the Documentation by you and your Authorised Users, and for conclusions drawn from such use. Complitas shall have no liability for any damage caused by errors or omissions in any Client Data, information, instructions or scripts provided to Complitas by you in connection with the Subscribed Services, or any actions taken by Complitas at your or any Authorised Users’ direction.
17.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the greatest extent permitted by applicable law, excluded from the Service Agreement.
17.2 Nothing in the Service Agreement excludes the liability of Complitas:
17.2.1 for death or personal injury caused by Complitas’s negligence;
17.2.2 for fraud or fraudulent misrepresentation; or
17.2.3 any liability that cannot be legally limited;
17.2.4 the indemnity at clause 16.
17.3 Subject to clause 17.1 and clause 17.2:
17.3.1 Complitas shall have no liability for:
(a) loss of profits, sales, business, or revenue;(b) business interruption;
(c) loss of anticipated savings;
(d) wasted expenditure;
(e) loss or corruption of data or information;
(f) loss of business opportunity, goodwill or reputation;
(g) your breach of applicable laws, including in relation to a Regulated Activity;
whether any of the losses set out in clauses 17.3.1 (a) to (g) are direct or indirect; or
(h) any special, indirect or consequential loss, damage, charges or expenses.
17.3.2 Complitas’s total aggregate liability to you in respect of all defaults under the Services Agreement whether in contract, tort (including negligence) or otherwise shall in all circumstances be limited to £5000.
17.4 References to liability in this clause 17 include every kind of liability arising under or in connection with the Service Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
18. TERM AND TERMINATION
18.1 The Service Agreement shall, unless otherwise terminated as provided in this clause 18, commence on the Effective Date and shall continue for the Initial Subscription Term. The Service Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
18.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Service Agreement shall terminate on the expiry of the applicable Initial Subscription Term or Renewal Period; or
18.1.2 otherwise terminated in accordance with the provisions of the Service Agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
18.2 Without affecting any other right or remedy available, Complitas may terminate the Service Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under the Service Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
18.3 Without affecting any other right or remedy available to it, either party may terminate the Service Agreement with immediate effect by giving written notice to the other party if:
18.3.1 the other party commits a material breach of any other term of the Service Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
18.3.2 the other party suffers an Insolvency Event.
18.4 On termination of the Service Agreement for any reason:
18.4.1 all licences granted under the Service Agreement shall immediately terminate and you shall immediately cease all use of the Subscribed Services and the Documentation;
18.4.2 Complitas may destroy or otherwise dispose of any of the Client Data in its possession, unless Complitas receives, no later than ten days after the effective date of the termination of the Service Agreement, a written request for the delivery to you of the then most recent back-up of the Client Data. Complitas shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and
18.4.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
19. FORCE MAJEURE
Neither party shall be in breach of the Service Agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 60 days, the party not affected may terminate the Service Agreement by giving not less than 30 days’ written notice to the affected party.
20. VARIATION
No variation of the Service Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21. WAIVER
21.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
21.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
22. RIGHTS AND REMEDIES
Except as expressly provided in the Service Agreement, the rights and remedies provided under the Service Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
23. SEVERANCE
23.1 If any provision or part-provision of the Service Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Service Agreement.
23.2 If any provision or part-provision of the Service Agreement is deemed deleted under clause 23.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24. ENTIRE AGREEMENT
24.1 The Service Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
24.2 Each party acknowledges that in entering into the Service Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Service Agreement.
24.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Service Agreement.
24.4 Nothing in this clause shall limit or exclude any liability for fraud.
25. ASSIGNMENT
25.1 You shall not, without the prior written consent of Complitas, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Service Agreement.
25.2 Complitas may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Service Agreement.
25.3 Complitas may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Service Agreement.
26. NO PARTNERSHIP OR AGENCY
26.1 Nothing in the Service Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
27. THIRD PARTY RIGHTS
The Service Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Service Agreement.
28. NOTICES
28.1 Any notice given to a party under or in connection with the Service Agreement shall be in writing and shall be:
28.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
28.1.2 sent to the email addresses set out in the Order Form.
28.2 Any notice shall be deemed to have been received:
28.2.1 if delivered by hand, at the time the notice is left at the proper address;
28.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting; or
28.2.3 if sent by email at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
28.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
29. GOVERNING LAW AND JURISDICTION
29.1 The Service Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
29.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Service Agreement or its subject matter or formation (including non-contractual disputes or claims).