Terms & Conditions

1. General Provisions

1.1 Basics of Agreement

1.1.1 Where Software (as specified in the applicable ordering document) is supplied to Customer the terms of this Agreement shall govern access to and use of the said Software.

1.2 The following definitions apply to this Agreement:

1.2.1 “Additional User” means a User above the number of Users specified in the applicable ordering document.

1.2.2 “Affiliates” means entities controlling, controlled by or under common control with Supplier.

1.2.3 “Agreement” means (subject to clause 7) the terms and conditions set out in this document (“Terms and Conditions”); the applicable ordering document (together with any renewal thereof); and Special Conditions (if any) agreed between Supplier and Customer. In case of conflict between the documents comprising this Agreement, the documents comprising the Agreement shall prevail in the following order of precedence: 1. Order Form; 2. Special Conditions; 3. these Terms and Conditions.

1.2.4 “Charges” mean the fees payable by Customer for the licensing of the Software as specified in the applicable ordering document.

1.2.5 “Customer” means entity specified as the customer on the applicable ordering document.

1.2.6 “Competitor” shall mean a third party that is regularly engaged in the business of developing or marketing software that performs the same or similar functions as one or more of the modules of the Software licensed hereunder by Customer.

1.2.7 “Control”: an entity will be deemed to Control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

1.2.8 “Documentation” means the User Guide(s) published from time to time for the Metadata software provided with the software install.

1.2.9 “Initial Subscription Period” means the period from the Start Date to the Initial Expiry as specified in the applicable ordering document; where the Start Date for the Software has for any reason to be adjusted, Supplier may at its discretion either:

1.2.9.1 a) adjust the Initial Subscription Period to run from the revised Start Date or

1.2.9.2 b) reduce it and invoice on a pro-rata basis for the reduced period.

1.2.10 “Renewal Period” means each successive 12-month period (or such other period as the parties may agree) following the expiry of the Initial Subscription Period.

1.2.11 “Special Conditions” means individually negotiated variations, amendments and/or additions to these Terms and Conditions or those of an ordering document and are deemed to be included in this Agreement.

1.2.12 “Start Date” in respect of each Software licensed means the later of (a) the date specified as the date on which access to the Software is intended to start and (b) the actual date on which access to that Software is given.

1.2.13 “Supplier” means CraigYdwI Ltd (Company No. 12660787). Registered in England and Wales. Registered office: 94 Ffordd Watkins, Swansea, Wales, SA7 0HP.

1.2.14 “Term” in respect of each Software licensed comprises the Initial Subscription Period and any Renewal Period in relation to that Software.

1.2.15 “Trial Period” means a period during which Customer may trial the Software without charge (unless otherwise agreed), the length of which will be notified to Customer.

1.2.16 “Updates” mean any periodic Software releases, if any, for purposes of:

1.2.16.1 1) providing minor enhancements and/or improvements, patches, fixes, or the like to the Software; or

1.2.16.2 2) resolving technological issues related to Customer’s then-current Version of the Software.

1.2.17 “User” means personnel of Customer authorised by Supplier and Customer to use the Software as more particularly specified in the applicable ordering document.

1.2.18 “Version” means a new release of the Software (outside a point release) that includes a major revision, alteration, improvement, modification, or the like, to the current Software release.

2. Software Licence

2.1 Grant

2.1.1 Supplier grants Customer a non-exclusive, non-transferable, limited licence to use for the number of Users at its licensed Site(s), the Software (both number of Users and licensed Site(s) are specified in the applicable ordering document), in object code only, in Customer’s normal course of business (including the version initially licensed together with any Updates included in the subscription, but excluding any new software feature or substantial additional functionality for which Supplier, in its sole discretion, generally charges customers of the Software additional charges) (“Software”). A “Site” means all personal computers, servers, or minicomputers (including networked systems) with the same operating system platform at a single location or at different locations which are connected by a single networked system (i.e., any combination of two or more terminals that are electronically linked and capable of sharing the use of a single software product). In addition, Users who work at or are assigned to the licensed Site may not use the Software on personal computers or laptops located off-site. The Software is protected by copyright.

2.2 Copying

2.2.1 Customer may make copies of the Software for backup purposes only. Each copy made by Customer must include the copyright/proprietary rights notice(s) embedded in and affixed to the Software. All other copying is prohibited.

2.3 Other Restrictions

2.3.1 Customer may not publish, transmit, retransmit, disseminate, broadcast, circulate, sell, resell, loan, lease, distribute or transfer Software or copies to third parties, nor reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the Software. Customer may not use Software, nor allow Software to be used, to provide data management or processing services for third parties. Customer may not reproduce all or any portion of the Software (except as expressly permitted herein) or any accompanying Documentation, or modify, translate, or otherwise create derivative works of the Software. Customer agrees to notify its employees and agents who may have access to Software of the restrictions contained herein and to ensure their compliance with these restrictions.

2.4 Other Licences

2.4.1 The Software may be used to access and use various Supplier products and services, (“Supplier Services”). All access to and use of such Supplier Services by means of the Software, including any charges for such access and use, will be governed by the terms applicable to the relevant Supplier Services.

2.5 Title

2.5.1 Customer hereby acknowledges and agrees that all right, title and interest in and to the Software, the Documentation and any other related materials are, and shall remain, vested solely in Supplier, its Affiliates and other software owners, if any, and Customer shall not hold itself out as having any ownership or other rights with respect thereto, except as specifically granted hereunder. Except as expressly permitted herein, Customer agrees that it shall make no use of the Software, the Documentation, or any other related materials without Supplier’s prior written consent. All goodwill associated with such rights shall inure directly and exclusively to the benefit of Supplier.

2.6 Trial Terms

2.6.1 Save for the provisions in respect of Charges, the terms of this Agreement shall apply to Customer during any Trial Period. This Agreement will terminate at the end of the Trial Period and Customer’s licence and right to use the Software will cease at the end of the Trial Period unless a further Trial Period is agreed or where Customer subscribes to the Software from the expiry date of any such Trial Period.

3. Confidential Information

3.1 Supplier acknowledges that any documents, the contents thereof, or other proprietary or confidential materials expressly designated as confidential that are provided to Supplier by Customer during the Term of this Agreement ("Customer Confidential Information") are valuable assets of Customer. Supplier will take reasonable steps to ensure that the Customer Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Supplier will not permit any unaffiliated third-party access to, in any manner, the Customer Confidential Information, except as provided in this Agreement. Customer Confidential Information shall not include information that consists of ideas, concepts, know-how or techniques relating to the enhancement, customisation, installation, or implementation of the Software.

3.2 Customer acknowledges and agrees that the Software constitutes a valuable proprietary product of Supplier and that the Software, together with the terms of this Agreement, shall be referred to as the “Supplier Confidential Information.” Customer will take reasonable steps to ensure that the Supplier Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Customer will not permit any third-party access to, in any manner, the Supplier Confidential Information, except as provided in this Agreement. Customer may permit its independent contractors access to the Supplier Confidential Information to the extent necessary for such contractor’s provision of services to Customer if such contractor executes a confidentiality agreement with Customer or Supplier which prohibits the contractor from using or disclosing the Supplier Confidential Information; provided, however, that such independent contractors may not include any Competitor.

4. Charges

4.1 The Charges payable by Customer for use of the Software will be as specified in the applicable ordering document and will cover the Software licence, maintenance, and support services as provided in clauses 10 and 11 of this Agreement.

4.2 Charges and modifications

4.2.1 Except in the event of early termination of this Agreement as permitted herein, Customer shall pay the Charges for the Software for the Initial Subscription Period and any Renewal Period (and Trial Period where so agreed) or as otherwise provided for by this clause 4.

4.2.2 Where Customer requests access to any Software for an Additional User, each Additional User will be charged for at the Additional User fee rate, pro-rated, for the remainder of the Initial Subscription Period or the then-current Renewal Period (as applicable), unless otherwise specified on the ordering document.

4.2.3 Each Additional User fee will be billed to Customer at the end of the month in which the said User was given access by Supplier.

4.2.4 The parties agree to enter into good faith negotiations regarding this Agreement (including the financial provisions) if either party deems there is a material change in Customer's organisational structure, including, but not limited to mergers, acquisitions, a significant increase in the number of relevant personnel at a site, divestitures, or downsizing.

4.3 Notification of Proposed Charges for Renewal Period

4.3.1 Where Supplier wishes to make no increase in the Charges and/or Additional User fees (“Proposed Charges”) for a Renewal Period then unless notice of termination is served by Customer in accordance with clause 7, then the Term shall be deemed to be extended for the Renewal Period.

4.3.2 Where Supplier wishes to modify the Charges for the Renewal Period (“Proposed Charges”) in respect of any Software, Supplier will endeavour to issue Customer with a renewal notification specifying the Proposed Charges for each relevant Software (“Renewal Notification”) not less than 1 calendar month before the end of the Initial Subscription Period (or Renewal Period, if applicable).

4.3.3 Customer is deemed to agree to extend the Agreement for the Renewal Period and to pay the Proposed Charges for each relevant Software for the Renewal Period, either:

4.3.3.1 (a) on the expiry of the “Objection Deadline” (being 1 calendar month after the date of the Renewal Notification, unless Supplier has prior to that date received notice in writing that Customer does not accept the Proposed Charges); or

4.3.3.2 (b) after bona fide discussions as provided for by clause 4, have resulted in agreement on the Proposed Charges.

4.3.4 Whichever (a or b) is the later, and thereafter these Proposed Charges shall not amount to a Detrimental Amendment for the purposes of clause 7.2.1 hereof.

4.3.5 Where, on expiry of the Initial Subscription Period or Renewal Period (as applicable), the Objection Deadline has not elapsed, Supplier shall have the option to continue supplying each relevant Software on the terms of this Agreement until the Objection Deadline elapses and shall be entitled to invoice Customer for Charges incurred at the existing rates. On expiry of the Objection Deadline, unless clause 4.3.6 applies, Supplier shall be entitled to invoice for the additional amounts due in respect of the period between the start of the Renewal Period and the expiry of the Objection Deadline.

4.3.6 Where, on expiry of the Objection Deadline, the Proposed Charges are under active bona fide discussion between the parties, Supplier shall:

4.3.6.1 (a) whilst, in Supplier’s reasonable opinion, such discussions are proceeding without undue delay, continue supplying each relevant Software on the terms of this Agreement during that period and to bill Customer for Charges incurred at the existing rates.

4.3.6.2 (b) be entitled, once agreement has been reached on Proposed Charges, to invoice for the additional amounts due in respect of the period between the start of the Renewal Period and such agreement being reached.

4.3.6.3 (c) in the event that such agreement is not reached within a reasonable period, at Supplier’s sole discretion have the right to require and Customer shall cease all use of the Software, uninstall the Software and confirm by email to Supplier that the said Software has been uninstalled.

4.4 Billing and Payment

4.4.1 The charges for the Services shall be as set out in the Order Form or as otherwise agreed in writing between the parties.

4.4.2 The Supplier shall invoice the Customer for the charges at the frequency specified in the Order Form.

4.4.3 The Customer shall pay each invoice submitted by the Supplier within 30 days of the invoice date, in full and in cleared funds to a bank account nominated in writing by the Supplier.

4.4.4 If the Customer fails to make any payment due to the Supplier by the due date for payment, then, without limiting the Supplier's remedies under clause 8 (Termination):

4.4.4.1 The Customer shall pay interest on the overdue amount at the rate of 1.5% per month, accruing daily from the due date until the date of actual payment, whether before or after judgment.

4.4.4.2 The Customer shall be liable for any reasonable costs incurred by the Supplier in the collection of overdue amounts.

4.4.4.3 The Supplier may suspend all Services until payment has been made in full.

4.4.4.4 Any discounts applied to the initial invoice will be forfeited if payment is not made within the agreed terms.

4.4.5 Pro rata charges for additional users shall be calculated based on the daily subscription rate multiplied by the number of days remaining in the current billing period from the date the additional users are added.

5. Disclaimer of Warranties and Limitation of Liability

5.1 Warranties

5.1.1 Except as specifically provided in this Agreement, the Software is provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, current-ness, and delays. Customer agrees that outputs from the Software will not, under any circumstances, be considered legal or professional advice and are not meant to replace the experience and sound professional judgment of professional advisors in full knowledge of the circumstances and details of any matter on which advice is sought.

5.1.2 Supplier warrants to Customer that it holds itself the necessary rights to grant the rights specified in this Agreement and that it has authority to enter into this Agreement with Customer.

5.1.3 Some systems/software may not be capable of supporting the Software and Customer acknowledges (a) that it has made appropriate investigations into the necessary systems/software required to support Customer’s use of the relevant Software and (b) that performance of that Software may vary with equipment and telecommunications links with which it is used.

5.2 Exclusion of liability

5.2.1 Neither Supplier, its Affiliates nor any licensors of the foregoing make any warranty that access to any Software will be uninterrupted, secure, complete or error free.

5.2.2 Other than in respect of the warranty given in Clause 5.1.2 and 6.1 Supplier shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with the Software.

5.2.3 Supplier shall not be liable in contract, tort, delict or otherwise for any loss of revenue, business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with the Software.

5.2.4 Without prejudice to the generality of clauses 5.2.1 to 5.2.3, in no event shall Supplier, its Affiliates and/or the licensors of the foregoing be liable to Customer for any claim(s) relating in any way to:

5.2.4.1 (a) Customer's inability or failure to perform legal or other research related work or to perform such legal or other research or related work properly or completely, even if assisted by Supplier, its Affiliates and/or licensors of the foregoing or any decision made, or action taken by Customer in reliance on the Software; or

5.2.4.2 (b) any lost profits (whether direct or indirect) or any consequential, exemplary, incidental, indirect or special damages relating in whole or in part to Customers' rights under this Agreement or use of or inability to use the Software even if Suppliers, its Affiliates and/or licensors of the foregoing have been advised of the possibility of such damages.

5.2.5 Other than in respect of the warranty given in Clause 5.1.2 and 6.1 Supplier will have no liability whatsoever for any liability of Customer to any third party which might arise.

5.2.6 Customer shall accept sole responsibility for, and Supplier shall not be liable for the use of the Software by Customer, or any User and Customer shall hold Supplier harmless and fully indemnified against any claims, costs, damages, loss, and liabilities arising out of any such use.

5.2.7 Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.

5.3 Limitation of Liability

5.3.1 Other than in respect of the warranty given in Clause 5.1.2 and 6.1, Customer's exclusive remedy and Supplier's, (its Affiliates' and/or licensors of the foregoing entire liability under this Agreement if any, for any claim(s) for damages relating to the Software made against them individually or jointly whether based in contract or negligence shall be limited to the aggregate amount of the Charges paid by Customer relative to the specific aspect of the Software which is the basis of the claim(s) during the 12 month period preceding the event giving rise to such claim.

5.3.2 None of the terms of this Agreement shall operate to:

5.3.2.1 (a) exclude or restrict liability for fraud or for death or personal injury resulting from the negligence of Supplier or its Affiliates or the appointed agents or employees of Supplier or its Affiliates whilst acting in the course of their employment; or

5.3.2.2 (b) affect statutory rights where this Agreement is entered into as a consumer transaction.

5.3.3 Except for claims relating to non-payment of the Charges or improper use of the Software, no claim regardless of form which in any way arises out of this Agreement may be made, nor action based upon such claim brought, by either party to this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it.

5.4 Failures Not Caused by Supplier

5.4.1 Supplier will not be responsible to the extent that the Software fails to perform due to one or more of the following: (1) the malfunction of software not provided by Supplier (2) the malfunction of hardware, (3) Customer’s negligence or fault, (4) Customer’s failure to follow the instructions set forth in the Documentation, (5) material changes in the operating environment not authorised by Supplier, (6) modifications to or changes in the Software not made or suggested by Supplier or (7) Customer’s failure to implement and maintain a proper and adequate backup and recovery system for the Software and associated files. If Supplier discovers that a failure is caused by one of the above, Supplier reserves the right to charge Customer for its work in investigating such failure. At Customer’s request and at a fee to be agreed upon, Supplier will thereafter assist Customer in resolving such failure. It is Customer’s responsibility to develop and implement a proper and adequate backup and recovery system.

5.5 Exclusive Remedies

5.5.1 The remedies in clauses 5 (Disclaimer of Warranties and Limitation of Liability), 6 (Infringement Claims), 7 (Term and Termination) and 9.4 (Remedies) are Customer’s exclusive remedies and are in lieu of all other legal or equitable remedies and all liabilities or obligations on the part of Supplier for damages (except for death and personal injury) arising out of, relating to, or in connection with this Agreement, including, but not limited to, the licensing, delivery, installation, use or performance of the Software or the integration of the Software with other software or hardware.

6. Infringement Claims

6.1 Supplier warrants to Customer that no Software to which Customer has subscribed, nor its features infringe any industrial or intellectual property rights of any third party.

6.2 Customer shall promptly inform Supplier if Customer becomes aware of:

6.2.1 (a) any unauthorised use of the Software.

6.2.2 (b) any actual, threatened, or suspected infringement of any intellectual property of Supplier, its Affiliates and/or licensors of the foregoing in the Software which comes to Customer's notice; and

6.2.3 (c) any claim by any third party coming to its notice that the Software infringes the intellectual property or other rights of any other person.

6.3 Customer shall at the request and expense of Supplier do all such things as may be reasonably required to assist Supplier in taking or resisting proceedings in relation to any infringement or claim referred to in this clause and in maintaining the validity and enforceability of the intellectual property of Supplier, its Affiliates and/or licensors of the foregoing in the Software.

6.4 In the event a claim of infringement is made against Supplier or Customer with respect to the Software, Supplier, for the purpose of settling such claim, may, at its option, in respect of such allegedly infringing Software:

6.4.1 (i) substitute fully equivalent non-infringing software; or

6.4.2 (ii) modify the Software so that it no longer infringes but remains functionally equivalent.

6.5 If, as a result of such claim, Customer or Supplier is permanently enjoined from using the Software by a final, non-appealable decree from a court of competent jurisdiction, Supplier will take one or both of the actions set forth in (i) and (ii) above or will obtain for Customer at Supplier’s expense the right to continue to use the Software.

6.6 Supplier’s obligations to Customer pursuant to this clause 8 is contingent upon Supplier being given prompt notice and control of, and detailed information with regard to, any such claim, suit or proceeding. Customer shall have the right to participate at its own cost in the defence of any such claim or action through legal counsel of its choosing. Customer shall not settle any such claim or action without Supplier’s prior written consent.

6.7 This clause 8 contains Supplier’s entire obligation and the exclusive remedies of Customer with regard to any claimed infringement arising out of or based upon the Software used by Customer.

7. Termination and Renewal

7.1 Initial Term and Renewal

7.1.1 The initial term of this Agreement shall commence on the Start Date and shall continue for the Initial Subscription Period as set forth in the Order Form unless terminated earlier in accordance with this Agreement.

7.1.2 Upon the expiration of the Initial Subscription Period, this Agreement shall automatically renew for successive renewal periods of equal length to the Initial Subscription Period (each a "Renewal Period") unless either party gives written notice of non-renewal at least 60 days prior to the end of the Initial Subscription Period or the then-current Renewal Period.

7.2 Notice of Renewal and Charges

7.2.1 At least 90 days before the end of the Initial Subscription Period or any Renewal Period, the Supplier shall provide the Customer with written notice of the upcoming renewal, including any changes to the subscription charges or terms that will apply during the Renewal Period.

7.3 Opt-Out and Cancellation

7.3.1 The Customer may opt out of automatic renewal by providing written notice of non-renewal to the Supplier at least 60 days before the end of the Initial Subscription Period or any Renewal Period.

7.3.2 If the Customer opts out of automatic renewal, this Agreement will terminate at the end of the Initial Subscription Period or the then-current Renewal Period.

7.4 Termination for Convenience

7.4.1 Either party may terminate this Agreement for convenience by providing the other party with at least 60 days' written notice prior to the end of the Initial Subscription Period or any Renewal Period. Termination for convenience will take effect at the end of the Initial Subscription Period or the then-current Renewal Period.

7.5 Termination for Cause

7.5.1 Either party may terminate this Agreement immediately upon written notice to the other party if the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so.

7.6 Effects of Termination

7.6.1 Upon termination of this Agreement for any reason: a. All licences granted under this Agreement shall immediately terminate, and the Customer shall cease all use of the Services. b. The Customer shall immediately pay to the Supplier all outstanding unpaid invoices and interest. c. The accrued rights, remedies, obligations, and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

7.7 No Refunds

7.7.1 Except as otherwise provided in this Agreement, no refunds or credits for subscription charges or other fees or payments will be provided if the Customer terminates the Agreement or reduces its subscription or use of the Services during the Initial Subscription Period or any Renewal Period.

8. General Provisions

8.1 Effect of Agreement

8.1.1 This Agreement (including any applicable ordering document) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, oral or written, relating to the subject matter. Furthermore, this Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Software. Such Special Conditions as are agreed between Supplier and Customer shall apply, subject to clauses 10.1.1 and 10.1.2 for the Term.

8.1.2 Except as otherwise provided in this Agreement, Supplier may amend the terms and conditions of this Agreement (“Amended Terms”) by giving Customer at least 15 days prior written or online notice. Unless Customer is notified to the contrary by Supplier, such Amended Terms shall only apply after the expiry of any Initial Subscription Period, or after the expiry of the current Renewal Period as the case may be.

8.1.3 Where agreed Special Conditions are affected by Amended Terms, the parties shall enter into good faith negotiations and agree amendments to the Special Conditions to reflect the parties’ intentions. Where agreement cannot be reached, such Amended Terms may amount to a Detrimental Amendment and clause 9.2.1 may apply.

8.1.4 Any other amendment must be in writing and signed by both parties.

8.2 Force Majeure

8.2.1 Supplier shall not be liable for any delay or failure in performing hereunder if caused by factors beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, failure of telecommunications or Internet services, industrial or labour dispute, inability to obtain necessary supplies and the like.

8.3 Notices

8.3.1 Except as otherwise provided, all notices and correspondence must be emailed as may from time to time be notified to Customer in writing; and to Customer at the address set out in the applicable ordering document unless otherwise notified to Supplier in writing.

8.4 Governing Law

8.1.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

8.5 Dispute Resolution

8.2.1 Initial Resolution If a dispute arises out of or in connection with this Agreement or the performance, validity, or enforceability of it (a "Dispute"), then the parties shall follow the procedure set out in this clause:

8.2.2 Negotiation a. Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars, together with relevant supporting documents. On service of the Dispute notice, the parties shall attempt in good faith to resolve the Dispute. b. If the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute notice, the Dispute shall be referred to senior officers of each party who shall attempt in good faith to resolve it.

8.2.3 Mediation a. If the senior officers of the parties are unable to resolve the Dispute within 30 days of it being referred to them, either party may request that the Dispute be referred to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. b. Unless otherwise agreed between the parties within 14 days, the mediator shall be nominated by CEDR. c. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. d. The mediation will start not later than 30 days after the date of the ADR notice.

8.2.4 Litigation a. If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the end of that 30-day period, or the mediation terminates without resolution of the Dispute, then the Dispute shall be finally resolved by the courts of England and Wales. b. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

8.6 Termination for Cause

8.3.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: a. The other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so; b. The other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business; c. The other party suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; d. The other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

8.7 Effects of Termination

8.4.1 On termination of this Agreement for any reason: a. All licences granted under this Agreement shall immediately terminate, and the Customer shall cease all use of the Services. b. The Customer shall immediately pay to the Supplier all outstanding unpaid invoices and interest. c. The Customer shall return all of the Supplier Materials and any deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement. d. The accrued rights, remedies, obligations, and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry. e. Clauses which expressly or by implication survive termination shall continue in full force and effect.

8.8 Export Laws

8.5.1 Customer agrees to comply with all relevant export laws and regulations of the United States and other countries (collectively, “Export Laws”) to ensure that no Software or any portion of it is exported, directly or indirectly, in violation of Export Laws, and that no access to the specified services is given by Customer to any embargoed country or their nationals, or any other embargoed/denied persons listed from time to time by the United States or other counties. Supplier will not be liable for default or delay caused by Supplier’s efforts to comply with Export Laws. If Export Laws change after signature of this Agreement and such changes materially inhibit or prohibit Supplier from performing its obligations under this Agreement, Supplier will not be liable for their non-performance and either or both Supplier and Customer will have the right to terminate this Agreement with respect to the applicable Software.

8.9 Survival

8.6.1 Clauses 5 (Confidential Information), 7 (Disclaimer of Warranties and Limitation of Liability), and 10 (General Provisions) shall survive any termination or expiry of this Agreement.

9. Maintenance Terms

9.1 Maintenance & Support Services

9.1.1 Maintenance & Support Services consist of the following:

9.1.1.1 Updates. Supplier may provide Updates to and/or new Versions for the Software to Customer which shall be included in the Charges. Customer will be responsible for installing any such Updates and/or new Versions. However, Supplier will provide technical support for only the most current Version and the immediately preceding Version of the Software.

9.1.1.2 Telephone Support. Supplier will provide telephone support for purposes of handling Customer questions relating to the operation of the Software. See original correspondence for contact details.

9.2 Supplier’s Obligations

9.2.1 Supplier’s obligations hereunder will extend only to (a) the Updates and Versions of the Software provided to Customer by Supplier; and (b) Software that has not been modified or altered in any way by anyone other than Supplier.

9.2.2 Maintenance Services will not include services for the items for which Supplier is not responsible set forth in clause 7.4 of this Agreement.

9.3 Customer Obligations.

9.3.1 Cooperation. Customer shall ensure that Supplier’s personnel are provided with such information under Customer’s control as is reasonably necessary to enable Supplier to comply with its obligations hereunder.

9.3.2 Updates and New Versions. In the event that Supplier determines that any of Customer’s reported maintenance problems cannot be resolved due to Customer’s failure to install Updates or procure new Versions of the Software, Customer will be given a reasonable opportunity to install such Updates or procure a new Version. If, after such opportunity, Customer fails or otherwise refuses to install such Updates or procure such new Version, Supplier shall be relieved of its obligations under this clause 11.

9.4 Remedies

9.4.1 Customer’s sole remedy for Supplier’s material breach of its obligations under this clause 11 will be to have Supplier re-perform the defective services so that they conform to the specifications provided herein.

10. Installation and Training Services

10.1 Installation of the Software

10.1.1 Installation of all hardware and supporting software so that minimum configuration requirements for installation of the Software are met is the responsibility of Customer and installation of the Software shall also be the responsibility of Customer.

10.2 Training

10.2.1 Training is offered via a range of methods including Microsoft teams, face to face and telephone sessions. Customer should contact Supplier to arrange mutually agreeable methods, dates, and times.

10.3 Remedies

10.3.1 Customer’s sole remedy for Supplier’s material breach of its obligations under this clause 12 will be to have Supplier re-perform the defective services so that they conform to the specifications provided herein.

11. Special Provisions for Specific Software

11.1 Prevail as between Part II and Part I: Certain Software is licensed subject to the provisions of Part II of this Agreement below which augment and/or take precedence over the provisions of Part I in relation to that Software and only to the extent of any conflict or ambiguity.

12. Status Check

12.1 The following clauses apply to Status Check Software only:

12.1.1 Subject to clause 12.1.2 below, upon expiry or termination of this Agreement (whether for a Trial or paid subscription), Customer’s licence and right to use the Metadata Software or any part thereof shall end immediately, and Customer must uninstall the Software and confirm by email to Supplier that the said Software has been uninstalled.

12.1.2 Where Customer subscribes to the Software from the expiry date of any Trial Period, subject to the execution of a new Order Form, Customer shall not be required to uninstall the Software as set out in clause 12.1.1 above.

by CraigYdwI Ltd.