This Software as a Service (SaaS) and Services Contract (hereinafter referred to as the "Contract") is made and entered into by and between:
PARTIES
1. The person or entity identified in the Product Portal or Order Form intending to utilise the Provider's Services (defined below) for its business operations (the “Client”); and
2. AI AGENT GROUP LTD incorporated and registered in England and Wales with company number 15558569 whose registered office is at 11 Laura Place, Bath, Somerset, England BA2 4BL ("Provider" or “SalesAPE”), T/A SalesAPE.ai
Background
WHEREAS, the Provider is in the business of developing, maintaining, and providing software products and services;
WHEREAS, the Client desires to utilise the Provider's Services for its business operations;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereby agree as follows:
1. DEFINITIONS
1.1 The definitions and rules of interpretation in this clause apply in this Contract.
1.2 Where the words include(s), including or in particular are used in this Contract, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
2. PROVISION OF SERVICES
2.1 Subject to the Client’s compliance with this Contract, the Provider shall make the SaaS Services available to the Client during the Term for Customer’s internal business use in accordance with the agreed Limits on the applicable Order Form or Product Portal.
2.2 The Provider shall provide the Client with any updates, upgrades, or enhancements to the SaaS Services that are made generally available to the Provider's customers at no additional charge, subject to any applicable terms and conditions and the provisions of this Contract.
3. CLIENT RESPONSIBILITIES
3.1 Only Authorised Users are permitted to access and use the Services. The Client shall be responsible for maintaining the confidentiality of any login credentials provided by the Provider and shall promptly notify the Provider of any unauthorised access or use.
3.2 The Client shall be solely responsible for: (a) ensuring Authorised Users' and its Personnel’s compliance with this Contract, any Order Forms or Statements or WOrk issued hereunder, and any activities that occur as a result of Authorised Users' access to the Services; (b) the accuracy and quality of Client Data, the means by which the Client acquired Client Data, and obtaining appropriate usage rights with respect to Client Data; (c) maintaining the confidentiality of Client usernames, passwords, and other account information or access credentials (as applicable); and (d) ensuring Authorised Users use the Services only in accordance with the Provider’s instructions and the Provider’s Materials.
3.3 The Client shall be responsible for obtaining and maintaining all necessary hardware, software, and internet connectivity required to access and use the Services.
3.4 The Client must not, and must ensure that others do not: (a) use the Services to store or transmit any infringing, harmful, abusive, or illegal material, including Viruses, that breach third-party rights; (b) use the Services to send unsolicited communications, promotions, or advertisements in breach of e-privacy laws; (c) make the Services available to anyone other than the Client or Authorised Users; (d) engage in selling, reselling, licensing, sublicensing, distributing, renting, or leasing the Services; (e) frame or mirror any part of the Services unless permitted by the Provider; (f) utilize any automated methods to bypass, access, use, or integrate with the Services or its contents, including other user account information; (g) reverse engineer, copy, or modify any software included in the Services; (h) access or use the Services or any Services output to develop or benchmark a competing product or service, or to exploit for competitive purposes; (i) exploit the Provider's Intellectual Property Rights through the Services, unless specifically permitted under law, this Contract, an Order, a Statement of Work, or in the Provider’s Materials; (j) use or allow access to the Services in a way that seeks to circumvent the Limits; (k) use the Services in any manner that disrupts or compromises their integrity or performance, as well as any third-party data therein; or (l) use the Services in breach of any applicable laws.
3.5 The Client shall: (a) co-operate with Provider in all matters relating to the Products; (b) prepare its premises for the supply of the Products; and (c) comply with all applicable laws, including consumer, health and safety laws in respect of the creation, supply and commercialisation of its Products.
4. PAYMENT AND TERM
4.1 In consideration of the Services provided, the Client shall pay the Provider the Fees set forth in the Order Form or Product Portal or Statement of Work (as applicable).
4.2 Payments shall be made in accordance with the payment terms specified in the Order Form or Product Portal or Statements of Work (as applicable). The Client shall be responsible for any taxes, duties, or other charges imposed by any government authority in connection with this Contract, excluding taxes based on the Provider's net income.
4.3 Where relevant Provider shall issue (via the Product Portal) a self-billed invoice in respect of: (a) any Products sold by the Client to the Customers during the relevant billing period; and (b) any applicable sales revenue share. Each invoice shall include the Client name, bill-to and ship-to address and any relevant tax registration number.
4.4 The Client agrees to accept each invoice and not to raise its own invoices or purchase orders for transactions covered by this Contract.
4.5 For the same billing period, the Provider shall invoice the Client the Fees due for the period in addition to: (a) Payment processing fee as detailed in the Product Portal; (b) Any third party fees charged to Provider to enable the Customer to access the Product, including but not limited to booking API fees and Platform fees where the Client does not licence independently.
4.7 The Client agrees to pay the Fees, payment processing fees and any third party fees and any Overages due within 30 days of the invoice. Failure to pay on time will result in an interest rate of 5% per month applied to the outstanding invoices as well as the Provider withholding any payments due to the Client.
4.8 The Provider may suspend the Services in the event of any late payment or non-payment, subject to prior written notice to the Client. Without limiting its other rights and remedies, any suspension may be lifted once all Fees are paid in full. The Provider is not obligated to continue providing Services without the payment of applicable Fees.
4.9 The Term of this Contract is set by Commencement Date and the renewal date specified in the Product Portal and rolls over into 12 month durations unless termination notice is given in accordance to the termination clause below.
4.10 The Client shall review Customer’s use of the Services for the purpose of providing Services and verifying Customer’s compliance with this Contract and any agreed Limits. The Client shall reasonably cooperate with and assist the Provider in such review and verification of the Client’s Limits. The Provider may invoice the Client, and the Client shall pay, for any usage of the Services that exceeds the Limits (“Overages”). Overages will be invoiced at the Provider’s standard rates (without discount) at the time of invoicing.
4.11 Beginning on the 12th month after the Commencement Date as detailed in the Product Portal, and on each succeeding equivalent periods during the term of this Contract, the Fees shall be increased by an amount equal to the percentage increase in UK CPI in the previous twelve (12) month period or 5% whichever is higher.
5. PROFESSIONAL SERVICES
5.1 From time to time during the Term of this Contract, the Client may request that the Provider perform additional development work or provide Professional Services related to the SaaS Services. The scope, schedule, fees, and any specific terms and conditions applicable to such Professional Services shall be mutually agreed upon by the parties in writing in the form of a Statement of Work. For the avoidance of doubt, the Provider may, at its sole discretion, refuse to provide such additional development work or provide Professional Services.
5.2 The Provider shall perform the Professional Services in a professional and workmanlike manner, in accordance with industry standards and any specifications or requirements set forth in the applicable Statement of Work.
5.3 Without prejudice to Article 8, all Intellectual Property Rights, including but not limited to, copyrights, patents, trademarks, and trade secrets, arising out of or in connection with the Professional Services (excluding any Client Data or Client Confidential Information) (collectively, "Work Product") shall be owned exclusively by the Provider. The Client hereby accepts that Professional Services do not constitute a ‘work made for hire’ and assigns to Provider all right, title, and interest in and to such Work Product, including all Intellectual Property Rights therein, without the necessity of any further consideration.
5.4 The Provider shall have the right to use any general knowledge, skills, experience, and know-how developed or acquired by the Provider in the course of performing the Professional Services.
6. SERVICE LEVEL AGREEMENT
6.1 Uptime and availability: The Provider shall use commercially reasonable efforts to ensure that the SaaS Services and Platform are available and accessible to the client 24 hours a day, 7 days a week, with an uptime of at least 95% per calendar month, excluding any scheduled maintenance, as set out in Article 6.2 below.
6.2 Maintenance and Updates: The Provider shall perform routine maintenance and updates to the SaaS Services covered by this Contract as it deems necessary to ensure continued operation and performance. Such maintenance and updates shall be performed during scheduled maintenance windows, which shall be communicated to the Client at least 7 business days in advance. Routine maintenance windows shall not exceed 4 hours per month.
6.3 The Client acknowledges and agrees that the Provider relies on third-party providers for critical infrastructure and functionality of the Services, including but not limited to AWS or SendGrid. The Provider shall use commercially reasonable efforts to ensure that these services are maintained in accordance with industry standards but does not guarantee uninterrupted access or availability, subject to outages or disruptions beyond the Provider's control, without prejudice to the Provider’s obligations under the DPA.
6.4 SLA Claims: If the Provider does not meet the SaaS Services and Platform availability as defined in Article 6.1 above in any individual calendar month, the Client may notify the Provider support via a support ticket within five (5) business days of a failure by the Provider to achieve the SaaS Services and Platform availability, including any other relevant details concerning the incident (“SLA Claim”). The Provider will promptly investigate and make a good faith, reasonable determination, based on the information available, as to the validity of the SLA Claim. Failure to timely notify the Provider will forfeit the Client’s right to receive a service credit, as further defined in Articles 6.5 below.
6.5 Service Credits: Upon the Provider’s validation of the SLA Claim, the Provider will apply a service credit on the Client’s next invoice, calculated in accordance with the chart below. If the Services (or any portion thereof) are discontinued for any reason, the service credit will be in the form of a pro rata rebate at the end of the applicable subscription period. The aggregate maximum number of service credits to be issued to the Client for any and all SLA Claims that occur in a calendar month will not exceed fifteen (15) days of service credit.
6.6 Exclusions. The Client will not have any remedies under this Article 6 to the extent any SLA Claim is due to: (a) the Client’s use of the Services outside the permitted scope described in the Agreement; (b) any period of unavailability lasting less than ten (10) minutes; (c) Force Majeure Events or other factors outside of the Provider’s reasonable control; (d) malfunction of equipment, systems, software, network connections, or other infrastructure not owned or operated by the Provider; or (e) scheduled maintenance, as described in Article 6.2.
6.7 Exclusive Remedy: Except for gross negligence or willful misconduct by the Provider, the remedies set forth herein represent the Client’s sole and exclusive remedy for breach of the SaaS Services and Platform availability described herein.
7. TRIALS; BETA SERVICES; THIRD PARTY SERVICES
7.1 The Provider may make Beta Services to the Client, which the Client may choose to participate in at its sole discretion. Where the Client participates in Beta Services, it must adhere to any additional restrictions set by the Provider.
7.2 Beta Services are intended solely for assessment purposes and are subject to the Client’s responsibilities under Article 3 of this Contract. Unless otherwise noted, the Client's access to a Beta Service will terminate either when the service is commercially launched or when the Provider decides to withdraw it. The Provider retains the right to alter or cease Beta Services at any time without liability, and may choose not to release them commercially.
7.3 Beta Services are separate from the regular Services and are provided "as is." Any warranties or commitments the Provider offers for other Services do not apply to Beta Services. The Provider will not have any liability for damages or issues arising from Beta Services.
7.4 Additionally, the Client may decide to integrate the Services with third-party platforms, products, or services, including those available via the Provider's API or via the Platform (“Third-Party Services”). These Third-Party Services are not part of the Provider’s Services. The Client's use of Third-Party Services will be subject to the terms of the respective third-party provider to which the Provider is not a party. Using Third-Party Services may require the Third-Party Application to access Client Data. By choosing to use Third-Party Services, the Client authorises the Provider to enable such access. The Provider does not guarantee any aspect of Third-Party Services, their compatibility with the Services, or their ongoing availability.
7.5 The Provider may offer a proof of concept (“POC” or “POCs”) to the Customer at its discretion, with the understanding that they can be terminated or retracted at any time without notice. POCs are subject to the Client’s responsibilities under Article 2 of this Contract. However, POCs are not considered part of the Services and are provided "as is." Any warranties or commitments the Provider offers for other Services do not apply to POCs. The Provider will not have any liability for damages or issues arising from POCs.
7.6 The Client acknowledges and agrees that the Services may incorporate the use of third-party artificial intelligence technologies or third-party Large Language Systems, including but not limited to the OpenAI API ("AI"). Both parties agree to adhere to the OpenAI API data usage policy, available at OpenAI API Data Usage Policies. The Client understands that AI is inherently complex and may not always produce accurate, complete, or reliable results. The Provider does not make any representations or warranties regarding the accuracy, completeness, or reliability of any results or outputs generated through the use of AI within the Services. The Client agrees to use AI at its own risk. Subject to its obligations under the DPA, the Provider shall not be liable for any loss or damage arising from the Client's use of AI provided within the Services, including but not limited to any decisions or actions taken by the Client based on outputs or insights derived from such technologies. The Client is responsible for independently verifying any outputs or insights generated by AI before relying on them for business decisions or other purposes. The Provider disclaims any responsibility for the consequences of the Client's use of AI within the Services or otherwise, including any inaccuracies or errors in outputs generated by such technologies.
8. OWNERSHIP; INTELLECTUAL PROPERTY
8.1 The Provider retains all rights, titles, and interests in and to the Services and any associated intellectual property, including, but not limited to, copyrights, patents, trademarks, and trade secrets. All of the Provider's Intellectual Property Rights, including those pertaining to the Services, Beta Services, free services, Provider’s Materials, Aggregated Data, Work Product and the Provider's Confidential Information, shall remain solely owned by the Provider.
8.2 Ownership of all updates, derivatives, modifications, new functionalities, enhancements, and customisations related to the Services, created by or on behalf of the Provider, as well as any recommendations, suggestions, proposals, ideas, improvements, or other feedback, and any output generated through the use of the Services by the Client or its Users or any Customer interactions (inclusive of any associated Intellectual Property Rights), shall immediately vest in the Provider upon creation or communication to the Provider, as applicable.
8.3 The Client is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for its internal business purposes, in accordance with the terms of this Contract.
8.4 All Client Data and Client Confidential Information shall remain exclusively owned by the Client.
8.5 The Client grants the Provider permission to use the Client’s Materials during the Term of this Contract for the purpose of promoting the business, location, and the Products on the Platform. The Client warrants that the receipt and use of the Client’s Materials by the Provider will not infringe any third party's rights, including Intellectual Property Rights. The Client further grants the Provider the right and licence to process and use Customer Data for the purposes of: (a) providing, maintaining, securing, analysing, and updating the Services; and (b) collecting and compiling data, insights, and information in an aggregated form that does not identify the Client, its Authorised Users, or any Customer (“Aggregated Data”). The Client warrants that the receipt and utilisation of Client’s Materials and Customer Data by the Provider as stipulated herein will not infringe upon the rights, including any Intellectual Property Rights, of any third party.
9. PROCESSING PERSONAL DATA
9.1 The processing of personal data under this Contract shall be governed by the Data Processing Agreement ("DPA") attached hereto as Appendix A. The DPA sets forth the terms and conditions under which the Provider shall process personal data on behalf of the Client, including the purposes, scope, and duration of the processing.
9.2 The Client and the Provider agree to comply with all applicable data protection laws and regulations concerning the processing of personal data, as specified in the DPA.
10. WARRANTIES AND DISCLAIMERS
10.1 Each party represents and warrants that it has the necessary rights to enter into this Contract and has the legal power to do so.
10.2 The Provider warrants that it will not materially reduce the key functionality of the SaaS Services during the current Term and that it will perform any Professional Services in a diligent and professional manner.
10.3 The Client’s sole remedy for a breach of Article 10.2 will be, at the discretion of the Provider either (i) the correction of the deficient portion of the Services that caused the breach of warranty, or (ii) the provision of a workaround with similar functionality. If the Provider, as determined in its reasonable discretion, cannot achieve (a) or (b) within a reasonable timeframe, then the Provider may terminate the deficient portion of the Services and where applicable, refund any prepaid Fees to the Client for the terminated part of the Services, backdated to notice of the breach of warranty.
10.4 Except as expressly provided in this Contract, the Provider disclaims all warranties, express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law. The Provider does not warrant that the Services will be error-free or uninterrupted, or will meet the Client’s requirements or expectations.
11. INDEMNITIES
11.1 The Client shall defend any allegations, claims, or regulatory actions initiated by a third party against the Provider, to the extent that such claims are related to Client Data (as used by the Provider in accordance with this Contract), Client’s Materials, or Third-Party Services or Professional Services created by or for the Client. If a third party alleges or files such a claim against the Provider, the Client must cover all damages and losses (including reasonable legal fees) incurred by the Provider, including any settlement costs agreed upon by the Client, in connection with the claim.
11.2 The Provider agrees to defend any claim made against the Client by a third party, provided the claim states that the Client’s usage of the Services (as authorised in this Contract and provided by the Provider) infringes a valid and enforceable third-party patent, copyright, or trademark. In such cases, the Provider will cover all damages (including reasonable legal fees) awarded against the Client by a competent court, or any settlement agreed to by the Provider concerning such a claim.
11.3 If a claim as outlined in Article 11.2 is filed or threatened, or if the Provider considers that the Services may be subject to such a claim, the Provider may, at its sole discretion: (i) secure for the Client the right to continue using the Services; (ii) modify the Services to make them non-infringing; (iii) replace the infringing aspects of the Services with a non-infringing alternative; or (iv) if the Provider considers that none of these options are feasible, terminate the affected portion of the Services and reimburse the Client any prepaid fees for the remaining Term.
11.4 The Provider’s defence and indemnity responsibilities described in Article 11.2 are not applicable, and the Provider will not be liable for any such claims arising in whole or in part from (i) modifications to the Services not made by the Provider; (ii) use of the Services with software, products, or services not provided by the Provider; (iii) any Third-Party Services; (iv) Beta Services or trial services; (v) the Client’s non-compliant use of the Services; or (vi) failure to implement any required updates provided by the Provider for software.
11.5 The defence and indemnity obligations detailed in this Article 11 require the indemnified party to provide the indemnifying party with: (a) prompt notification of any claim; (b) sole control over the defence and settlement negotiations; and (c) all necessary information and assistance as requested by the indemnifying party. The indemnifying party cannot agree to any settlement that imposes obligations or liabilities on the indemnified party without the indemnified party’s prior written consent, which should not be unreasonably withheld, conditioned, or delayed. The indemnified party may participate in the claims, at its own expense, through legal representatives acceptable to the indemnifying party.
11.6 The indemnities outlined in this Article 11 represent the full liability of the indemnifying party and the sole remedy of the indemnified party for any third-party claims as described in this Article 11.
12. LIMITATION OF LIABILITY
12.1 To the fullest extent permitted by law, in no event shall either party be liable to the other party or to any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, loss of profits, revenue, data, or business opportunities) arising out of or related to this Contract, even if a party has been advised of the possibility of such damages.
12.2 The total cumulative and aggregate liability of either party to the other party for any claim arising out of or in connection with this Contract, including but not limited to any cause of action in contract, tort, or strict liability, shall not exceed the total amount of fees paid by the Client to the Provider under this Contract in the twelve (12) months preceding the date of the event giving rise to the liability.
12.3 The parties agree that the limitations of liability set forth in this section are fundamental elements of the basis of the bargain between the Provider and the Client. The Provider would not be able to provide the Services on an economic basis without such limitations.
12.4 The Client agrees that any claim arising from or relating to the use of the Services must be brought within one (1) year from the date on which the claim arose, otherwise such claim shall be deemed waived.
12.5 The Provider shall have no liability arising out of or related to any Beta Services or free services, including any damages or losses that may occur as a result of the use of such Beta Services or free services. Where such liability cannot be zero under applicable laws, the liability of the Provider shall be expressly limited at one hundred pounds (100 GBP).
12.6 Notwithstanding any other provision in this Contract, nothing in this Contract shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability which cannot be limited or excluded by applicable law; (d) the Provider’s indemnification obligations set forth at Article 11; or (e) the Customer’s indemnification obligations set forth at Article 11 and its obligations set forth at Article 3.
13. CONFIDENTIALITY
13.1 Each party agrees that it shall not, during the term of this Contract and for a period of five (5) years following its termination, disclose any Confidential Information of the other party, including but not limited to business strategies, client lists, pricing details, and technical specifications, to any third party, except as permitted under Clause 13.2.
13.2 Each party may disclose Confidential Information of the other party only: (i) to its Personnel, officers, representatives, or professional advisors who need to know such information strictly for the purpose of fulfilling their duties in accordance with this Contract. The disclosing party shall ensure that these individuals are bound by confidentiality obligations no less protective than those contained herein; and (ii) When required to do so by law, regulation, or a binding order of a court or governmental authority, provided that the disclosing party gives the other party prompt written notice of such requirement (to the extent legally permitted) and cooperates with any efforts to seek a protective order or otherwise limit the disclosure.
13.3 Neither party shall use the Confidential Information of the other party for any purpose other than to exercise its rights and fulfil its obligations under this Contract. The receiving party shall implement reasonable measures to protect the confidentiality and integrity of the Confidential Information, consistent with industry standards.
14. TERMINATION AND SUSPENSION
14.1 This Contract shall commence on the Commencement Date and shall continue for an initial term of twelve (12) months, unless otherwise stated in the applicable Order Form or Product Portal or Statement of Work (the "Initial Term"), unless terminated earlier in accordance with this Article 14. Thereafter, the Contract shall automatically renew for successive renewal terms of equal duration to the Initial Term (each a "Renewal Term"), unless either party provides written notice of non-renewal at least 90 days before the end of the then-current term. The Initial Term and any Renewal Term collectively are referred to as the “Term’.
14.2 In the event of the Client's or an Authorised User's breach of this Contract, including but not limited to non-payment or breach of the restrictions outlined in Article 3, the Provider may, at its reasonable discretion, suspend the Client's or an Authorised User's access to or use of the Services. Notwithstanding the foregoing, the Provider shall make good-faith, reasonable efforts, unless circumstances require otherwise, to notify the Client and the Authorised User via email prior to taking such action.
14.3 Either party may terminate this Contract, any Order, or Statement of Work with notice if the other party commits a material breach of this Contract, which is not remedied (if capable of being remedied) within thirty (30) days of receiving notice of such breach from the non-breaching party, or immediately if such material breach cannot be remedied. For clarity and without limiting the Provider's rights, the Client's failure to comply with Articles 3 or 4.1 shall be considered a material breach of this Contract.
14.3 This Contract may be terminated by either party with immediate effect if the other party becomes subject to a petition in insolvency, bankruptcy or other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within sixty (60) days.
14.4 Upon termination or expiration of this Contract for any reason: (a) the Client's access to and use of the Services shall immediately cease; (b) the Client shall promptly pay all outstanding fees and charges due to the Provider up to the effective date of termination or expiration; (c) each party shall return or destroy, as directed by the disclosing party, all Confidential Information of the other party in its possession or control; and (d) the Provider shall, at the Client's request and expense, return or securely delete all Client Data in its possession or control, subject to any applicable legal or regulatory retention requirements.
14.5 On termination of this Contract for any reason, the accrued rights and liabilities of the parties as at termination, and the clauses which by their nature survive termination, shall continue in full force and effect.
15. FORCE MAJEURE
15.1 Neither party shall be liable for any delay or failure to perform its obligations under this Contract (other than the payment of money) due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, strikes, labour disputes, shortages of materials, fire, flood, earthquake, explosion, power outages, governmental actions, or failures of telecommunications or internet service providers (a "Force Majeure Event"), provided that the affected partypromptly notifies the other partyand uses its best efforts to mitigate the impact of the Force Majeure Event.
16. SALES TAX
All sums payable under this Contract are exclusive of sales tax (VAT), and the paying party shall in addition pay an amount equal to any sales tax chargeable on those sums on delivery of a sales tax invoice.
17. GENERAL PROVISIONS
17.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Contract or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that right or remedy.
17.2 If any court or competent authority finds any provision of this Contract (or part of any provision) invalid, illegal, or unenforceable, that provision or part-provision shall be deemed deleted to the extent required, without affecting the validity and enforceability of the other provisions of this Contract.
17.3 Each party acknowledges that it does not rely on any statement, representation, assurance, or warranty not set out in this Contract. Remedies for representations and warranties set out in this Contract shall only be for breach of contract, without limiting liability for fraud.
17.4 The Client shall not assign, transfer, charge, mortgage, subcontract, declare a trust of, or deal with its rights or obligations under this Contract without the prior written consent of the Provider. The Provider may assign, transfer, charge, mortgage, subcontract, declare a trust of, or deal with its rights or obligations at any time.
17.5 Nothing in this Contract shall create a partnership between the parties, authorise either party to act as an agent for the other, or bind the other party in any way. Each party confirms it is acting on its own behalf.
17.6 No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
17.7 Notices under this Contract shall be in English, signed by or on behalf of the party giving it, and sent to the email address specified for the Provider on the Contact Us page of the Platform, and for the Client on the My Account page of the Platform. This clause does not apply to the service of process in legal actions or proceedings.
17.8 This Contract (together with any Order Forms and Statements of Work) contains the entire understanding and agreement of the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the Parties with respect to its subject matter.
17.9 Provider may modify, amend or update the terms of this Contract at any time by providing Client with reasonable prior written notice of such changes ("Notice Period"). Any modifications shall be reasonably necessary for Provider's legitimate business purposes and shall not materially diminish the nature, scope or quality of the Services. Client's or any Authorised User's continued use of the Services following the Notice Period shall constitute acceptance of the modified terms.
17.10 In the event of any conflict or inconsistency between or among the following documents, the order of precedence will be: (a) the DPA, (b) the Order Form, (3) Statements of Work, and (4) this Contract. Any amendment will take precedence over the document it amends.
18. DISPUTE RESOLUTION, GOVERNING LAW AND VENUE
18.1 The law and venue that will apply to a dispute arising out of or relating to this Contract, and jurisdiction and governing law depend on where the Client is domiciled, in all cases without reference to any conflict of law rules of any jurisdiction.
18.2 If any dispute arises in connection with this Contract, the Client and Provider shall, within 21 days of a written request from one party to the other, attempt in good faith to resolve the dispute via telephone.
18.3 Any dispute, controversy, or claim arising out of or relating to this Contract, including its interpretation, performance, breach, or termination, shall be settled by arbitration. The arbitration shall be conducted in accordance with the rules of the International Chamber of Commerce. The arbitration shall be held virtually via online meeting, with the seat of arbitration considered to be the venue for dispute resolution as determined under section 18.1. The arbitration shall be conducted by a sole arbitrator appointed in accordance with the rules of the International Chamber of Commerce. The arbitrator shall possess expertise and experience in the subject matter of the dispute. The arbitrator's decision shall be final and binding upon both parties. The arbitrator shall issue a written award that includes the reasons for the decision.
18.4 The Provider retains the right to initiate claims before a competent court where the claim pertains to a money claim of fixed amount, without resorting to arbitration described at Article 18.3.
18.5 The parties agree to maintain confidentiality regarding all arbitration proceedings and related documents, except as necessary to enforce or implement the arbitration award. The existence of the arbitration, the pleadings, documents, and any other matter related to the arbitration shall be treated as confidential information and shall not be disclosed to any third party without the prior written consent of both parties, unless required by law.
18.6 Notwithstanding the foregoing, either party may seek interim or injunctive relief from a court of competent jurisdiction to protect its rights and interests pending the outcome of the arbitration proceedings. The arbitration clause shall survive the termination or expiration of this Contract and any subsequent amendments or modifications thereto.
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