General Terms & Conditions - June 2021

1

Definitions and interpretation                                                                                                                                   

1.1

In this agreement except where the context otherwise requires the following terms shall have the following meanings:
Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business

 

Commencement Date” means the date on which this agreement has been signed by both parties;

 

CWI” means CaseWare International Inc. based in Ontario, Canada;

 

"CWI EULA" means the end user licence granted by CWI to the Licensee in relation to Working Papers, which is incorporated into and forms part of this agreement;

 

"Data Protection Legislation" means the EU General Data Protection Regulation 2016/679; together with all other applicable legislation relating to privacy or data protection and the terms “personal data”, “data subject”, “controller" and “process” (and its derivatives) shall have the meanings given to them in Data Protection Legislation.

 

"Fees" means together, the Licence Fee and the Renewal Fee;

 

General Terms and Conditions” means these general terms and conditions of the Licensor, which form part of this agreement;

 

"Intellectual Property Rights" means all patents, copyrights, design rights, trade marks, service marks, trade secrets, know how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

 

"Licence" means the the licence granted by the Licensor to the Licensee under this agreement as set out in clause 3;

 

"Licensed Software" means such Template or Templates as may be licensed by the Licensor to the Licensee from time to time under this agreement, including all know how and other Intellectual Property Rights associated therewith, and any operating or user instruction manuals supplied to the Licensee in respect of the Template(s);

Order Form” means the order form comprising the first part of this agreement, detailing (among other things):
(i)            the maximum number of permitted Users;
(ii)           the Licence Fee;
(iii)          the Renewal Fee; and
(iv)          the Training and Services including the number of training days included with the initial purchase and the maximum number of delegates permitted to attend the sessions; 

 

Renewal Fee” means the fee payable by the Licensee for each annual renewal of the Licence, as set out in the Order Form

 

Renewal Date” means the date falling 12 months after the first day of the calendar month immediately following the date of this agreement, and each 12 month anniversary thereafter, unless stated otherwise in the Order Form;

 

"Scope of Use" means use of the Licensed Software by the Licensee within the Territory, strictly in accordance with this agreement (including the Restrictions and all License Terms as defined and set out in the CWI EULA), solely for the purpose for which the Licensed Software has been designed. For example, the following software has been designed for the following purposes:
(i)            Accounts Production – for the production of corporate financial statements under UK FRS105, FRS102 and FRS 101/Irish FRS102 and FRS101 reporting standards (excluding PLCs);
(ii)           Audit – for the management of external audits under UK ISA standards;
(iii)          Specialist Templates – for the production of the specialist entity type specified;
(iv)          IFRS – for the production of accounts under International Financial Reporting Standards;

 

"Standard Service Hours" means 9.00am to 5.00pm on Business Days only;

 

"Support Services" means the technical support services which are to be provided by the Licensor to the Licensee pursuant to and as described in clauses 6.1 – 6.5;

 

"Template" means a format designed by the Licensor specifically for use with Working Papers which increases the ease and efficiency of the software and/or assists the User to adapt use of the software to the User’s particular needs and includes all enhancements, modifications, adaptations to and derivations from such format;
"Term" means the initial period of 12 months from the Commencement Date and thereafter continuing from year to year, in each case unless and until terminated in accordance with clause 8;
"Territory" means the United Kingdom, Channel Islands, Isle of Man and the Republic of Ireland;
Training and Services” means such training and services to be provided by the Licensor to the Licensee as set out in the Order Form;
Training and Services Fees” means the fees payable by the Licensee for the Training and Services as set out in the Order Form;
Upgrades” has the meaning given in clause 6.2;
Users” means, in relation to Templates, the Licensee and each individual person who lawfully accesses the Licensed Software in accordance with this agreement, and in relation to Working Papers, “Users” has the meaning specified in the CWI EULA;
"Working Papers" means the accounts production software program proprietary to CWI which is to be provided to the Licensee (by incorporation into the Template) on the terms of the CWI EULA.

1.2

In this agreement (except where the context otherwise requires):                                                                               

1.2.1

the clause headings are included for convenience only and shall not affect the interpretation of this agreement;       

1.2.2

use of the singular includes the plural and vice versa     

1.2.3

use of any gender includes the other genders; and   

1.2.4

any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality); 

1.2.5

a reference to a statute or statutory provision is a reference to it as amended or re‑enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re‑enacted;

1.2.6

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.7

a reference to writing or written includes fax and email.

2

Supply of software and templates                                                                                                                                         

 

The Licensor shall supply to the Licensee the Licensed Software and templates specified in the Order Form.

 

Grant of Licence                                                                                                                                                                          

3.1

In consideration of the Licensee agreeing to abide by the terms of this agreement the Licensor hereby grants to the Licensee a non‑exclusive non‑transferable licence for the Term to install and use the Licensed Software strictly in accordance with the Scope of Use and the terms of the CWI EULA.

4

Payment of Licence Fees and Renewal Fees   

4.1

The Licensor shall invoice the Licensee for the total value of the Licensed Software on or at any time after the Commencement Date.                        

4.2

The Licensor shall invoice the Licensee for the total value of the Renewal Fee on each Renewal Date.                  

4.3

The Licensee shall pay each invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Licensor.                                                                                                                                                                           

4.4

The Licensor reserves the right to increase the Renewal Fee from time to time to ensure continued investment in the product.

4.5

If during the Term the Licensee requests an increase to the number of Users for which the Licence Fee is payable, the Fees payable for the additional Users shall be the Licensor’s prevailing price specified in its price list, and shall be based on the total number of Users. The additional Fees will be charged from the start of the calendar month immediately following the date on which the Licensor confirms the change.  

4.6

Where an Order Form represents the purchase of additional User licences to an existing agreement, the Renewal Fee stated in such Order Form shall be in addition to the existing Renewal Fee under the agreement.  In order to synchronise the Renewal Dates under the agreement, the Licensor shall issue a bridging invoice on the next following anniversary date of the original agreement for those months necessary to align the two Renewal Dates, and subsequent invoices shall be for the combined total Renewal Fee payable under the agreement.          

4.7

All amounts payable by the Licensee under this agreement are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under this agreement by the Licensor to the Licensee, the Licensee shall, on receipt of a valid VAT invoice from the Licensor, pay to the Licensor such additional amounts in respect of VAT as are chargeable at the same time as payment is due for the chargeable supply.  

4.8

If the Licensee fails to make any payment due to the Licensor under this agreement by the due date for payment, then the Licensee shall pay interest on the overdue amount at the rate of 4% per cent per annum above The Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.  

4.9

The Licensee shall pay all amounts due under this agreement in full without any set‑off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Licensor may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Licensee against any amount payable by the Licensor to the Licensee.

 

Direct Debit Payments

4.10

Payments made by Direct Debit are covered by the 'Direct Debit Guarantee' that forms part of the Direct Debit Instruction form signed on placement of the order.   

4.11

The first month's payment must be paid by either cheque or credit card, and includes an administration fee     

4.12

CaseWare UK will confirm with you, in writing, the date and amount of subsequent payments upon receipt of the Direct Debit Instruction ‑ the 'Advanced Notification Instruction'.              

4.13

CaseWare UK will collect the first payments  no sooner than 2 weeks after the issuing of the Advanced Notification Instruction.        

4.14

If there are any changes to the amount, date or frequency of your Direct Debit CaseWare UK Ltd will notify you 10 working days in advance of your account being debited, or as otherwise instructed.       

5

Software Delivery                                                                                                                                                                       

5.1

The Licensor’s usual method for delivery of all software releases and updates shall be delivery in electronic format, using secure file transfer methods.

5.2

Where the Licensor (at its discretion) agrees to a request from the Licensee to deliver any software release or update using physical media such as CD, DVD or hard state drive, the Licensor shall charge to the Licensee the costs of postage and packing the goods and an additional administration charge of £25.                                                                                                                        

5.3

If the decision to deliver any software or update via physical media is taken by the Licensor (and not following a request from the Licensee), the Licensor shall charge to the Licensee the costs of postage and packing the goods but no additional administration charge will be incurred.

6

Support services & upgrades   

6.1

Upgrades and Support Services for the first twelve months of the Term are included as part of the initial cost of the Licenced Software as specified in the Order Form.                  

6.2

Upgrades in this context include all enhancements either to the Licenced Software (as may be released by CWI during the Term) or to the Templates originally purchased under this agreement.

6.3

The Licensor shall provide Support Services during Standard Service Hours.    

6.4

Support Services in this context mean technical support services to be provided via the following means:           

6.4.1

a telephone help‑desk to provide initial technical support to Users;                                                                              

6.4.2

email response;                                                                                                                                                                         

6.4.3

web knowledge base resource; and                                                                                                                                      

6.4.4

remote diagnosis as appropriate, using screen sharing software.                                                                                    

6.5

Where the Licensor (at its discretion) agrees to provide any additional on site support, such additional services shall be charged by the Licensor to the Licensee at the Licensor’s standard consultancy rates applicable from time to time.          

7

Training Services                                                                                                                                                                         

7.1

Training and Services shall be supplied by the Licensor to the Licensee in accordance with the details set out in the Order Form. 

7.2

On or after the Commencement Date, the Licensor and the Licensee shall arrange and agree in writing suitable dates for training sessions.        

7.3

Provisional bookings will be held for a maximum of five Business Days before being offered to other customers.             

7.4

Unless stated otherwise in the Order Form, the Training and Services Fees are calculated on the basis of a maximum of eight delegates attending at any one session. If the Licensor agrees to allow more than eight delegates to attend a training session, the Licensor shall charge the Licensee  for each additional delegate at the rate of £100 per attendee for each training course. The Licensee may substitute any of the delegates attending any training session, at no extra cost.

7.5

In relation to Training and Services:                                                                                                                                      

7.5.1

the Licensor shall invoice the Licensee on or about 30 days in advance of the agreed training dates;

7.5.2

payment must be received by the Licensor on or before the date which is three clear Business Days prior to commencement of training;

7.5.3

if payment is not received by the Licensor on or before the date which is three clear Business Days prior to commencement of training, the relevant Training and Services shall be deemed to have been cancelled and the provisions of clause 7.8 shall apply.

7.6

Usual scheduled hours for training sessions shall be from 9.30am to 4.30pm. Certain specialist courses will run from 9.30am to 1.00pm. Any work carried out by the Licensor’s staff at the Licensee’s request beyond the core hours of 9.00am to 6.00pm will be provided at an additional cost to the Licensee.

7.7

The Licensee may cancel any scheduled training days by giving the Licensor not less than 30 days’ prior notice in writing.

7.8

If the Licensee cancels any scheduled training days on less than 30 days’ prior notice in writing:

7.8.1

the Licensor shall charge the Licensee at the full rate specified in the Order Form for each day cancelled; and

7.8.2

in addition, the Licensor shall charge the Licensee for all related non‑refundable air fares and non‑refundable hotel bookings.

7.9

In addition to payment of the Training and Services Fees, the Licensee shall reimburse all the Licensor’s expenses incurred in delivering the Training and Services (subject to production of receipts or other appropriate evidence of payment) including, without limitation, the following:
•              Taxi & air fares
•              Mileage @ 50p per mile
•              Subsistence
•              Accommodation costs
•              Parking fees
•              Courier charges

7.10

In the event that the Licensor is asked to provide training on a grant aided basis, it shall raise a charge to the Licensee for any paperwork relating to the application or receipt of such grants, at the standard hourly rate of £90 per hour (plus VAT). 

8

Duration and termination                                                                                                                                                        

 

Duration of the agreement

8.1

The parties will perform their obligations under this agreement for the period of twelve months from the Commencement Date or such other period as may be agreed between the parties and set out in the Order Form (the “Initial Term”). If either party wishes for the agreement to terminate at the end of the Initial Term, they must provide the other party with not less than three months’ prior notice in writing to that effect.   

8.2

After the Initial Term, unless terminated in accordance with clause 8.1 or under clause 8.3, the agreement will continue until terminated by either party giving to the other not less than three months’ prior notice in writing to that effect.      

 

Termination of the agreement

8.3

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving notice in writing to the other party in the event that: 

8.3.1

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 a period of 30 days after being notified in writing to do so;   

8.3.2

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;   

8.3.3

the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;       

8.3.4

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;                                                                                     

8.3.5

the other party (being an individual) is the subject of a bankruptcy petition or order;                                               

8.3.6

a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;                            

8.3.7

an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);                                                   

8.3.8

a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;                                                                                                                                                                                     

8.3.9

a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;        

8.3.10

any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 8.3.2 to 8.3.9 (inclusive); or                                                                 

8.3.11

the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.                          

8.4

Without affecting any other right or remedy available to it, the Licensor may terminate this agreement with immediate effect by giving written notice to the Licensee if the Licensee fails to pay any amount due under this 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

 

Consequences of termination

8.5

In the event of expiry or termination of this agreement howsoever arising, and subject to any express provisions set out elsewhere in this agreement:

8.5.1

the Licensee shall immediately pay to the Licensor all the Licensor’s outstanding unpaid invoices and interest and, in respect of goods and services supplied but for which no invoice has been submitted, the Licensor may submit an invoice, which shall be payable immediately on receipt;   

8.5.2

all rights and licences granted to the Licensee under this agreement (including the CWI EULA) shall terminate;  

8.5.3

the Licensee shall cease all and any use or exploitation of the Licensed Software and the Working Papers and any other know how provided by the Licensor to the Licensee; and                

8.5.4

the Licensee shall return promptly to the Licensor all technical and promotional material in its possession relating to the Licensed Software and all copies of such material to the extent such remains confidential.  

8.6

The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of this agreement howsoever arising shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

8.7

Terms of this agreement which expressly or by implication have effect after termination shall continue in full force and effect.      

9

Force Majeure                                                                                                                                                                             

9.1

Subject to clause 9.2, no party shall be liable to the other for any failure or delay in the performance of its obligations under this agreement arising from any cause beyond its control including, without limitation, any of the following:

9.1.1

act of God, flood, drought, earthquake or other natural disaster;

9.1.2

epidemic or pandemic;

9.1.3

terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

9.1.4

nuclear, chemical or biological contamination or sonic boom;

9.1.5

any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent

9.1.6

collapse of buildings, fire, explosion or accident;

9.1.7

any labour or trade dispute, strikes, industrial action or lockouts (whether involving a party’s employees or a third party or parties), or any other difficulties in obtaining labour;

9.1.8

interruption or difficulties in obtaining fuel; and

9.1.9

interruption or failure of any utility service, including but not limited to electric power, gas or water.

9.2

For the avoidance of doubt, nothing in this clause 9 shall excuse the Licensee from any payment obligations under this agreement.

10

Limitation of Liability:         
THE LICENSEE'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE                                                                                                                          

10.1

Nothing in this agreement shall limit or exclude the Licensor's liability for:                                                                  

10.1.1

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 

10.1.2

fraud or fraudulent misrepresentation; or                                                                                                                            

10.1.3

any other liability which cannot be limited or excluded by applicable law.                                                                    

10.2

Subject to clause 10.1, the Licensor shall not be liable to the Licensee for any loss arising from the Licensee’s failure to provide accurate information or specification.                                                                                                                                                                                                       

10.3

Subject to clause 10.1, the Licensor shall not be liable to the Licensee, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:                                                                                                                                        

10.3.1

loss of profits;                                                                                                                                                                             

10.3.2

loss of sales or business;                                                                                                                                                         

10.3.3

loss of agreements or contracts;                                                                                                                                            

10.3.4

loss of anticipated savings;                                                                                                                                                      

10.3.5

loss of use or corruption of software, data or information;                                                                                               

10.3.6

loss or damage to goodwill; and                                                                                                                                              

10.3.7

any indirect or consequential loss.                                                                                                                                          

10.4

Further limitations on the total liability of the Licensor (as agent of CWI) are set out in the CWI EULA.

10.5

This clause 10 shall survive termination of the agreement.                                                                                               

11

Assignment and other dealings                                                                                                                                               

11.1

The Licensor and Licensee may, with prior written consent of the other party, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the agreement and may subcontract or delegate in any manner any or all of its obligations under the agreement to any third party or agent.    

12

Confidentiality                                                                                                                                                                             

12.1

Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party any, information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party.   

12.2

The terms of this agreement are confidential and may not be disclosed by the Licensee without the prior written consent of the Licensor.        

12.3

The provisions of this clause 12 shall remain in full force and effect notwithstanding termination of this agreement for any reason.    

13

Data Protection                                                                                                                                                                          

13.1

Each party shall comply with its obligations under Data Protection Legislation in respect of personal data processed by it in connection with the Contract and the Services (''Personal Data'').

13.2

The Licensor shall act as a processor of the Licensee in respect of the Personal Data.  This clause sets out the scope of the processing carried out by the Licensor under this agreement.  Nothing in this Clause (13) relieves the Licensor of its own obligations as processor under the Data Protection Legislation.

13.3

In processing the Personal Data, the Licensor shall:

13.3.1

only process Personal Data:
(a) to the extent necessary to provide the Services;
(b) in accordance with the specific instructions of the Licensee (save to the extent such instructions infringe the Data Protection Legislation, in which case the Licensor shall notify the Licensee); or
(c) as required by any regulator or applicable law;

13.3.2

not disclose any Personal Data to any third party (including affiliates), including for back‑up and storage purposes, without the Licensee's prior written consent in each instance (provided that such consent may be given subject to conditions and including that which may be given pursuant to clause 12.1), other than to the extent required by any competent authority or applicable law in which case the Licensor shall inform the Licensee of such required disclosure prior to processing such disclosure unless prevented from doing so pursuant to applicable law;

13.3.3

implement appropriate technical and organisational measures to maintain the security of such Personal Data and prevent unauthorised or unlawful access to, or processing of, or any accidental loss, destruction or damage to that Personal Data;

13.3.4

keep, and procure that all of its employees and agents keep, the Personal Data confidential in accordance with the Licensor's confidentiality obligations;

13.3.5

maintain a record of its processing activities and provide all cooperation and information to the Licensee as is reasonably necessary for the Licensee to demonstrate compliance with its obligations pursuant to Data Protection Legislation, including permitting audits conducted by or on behalf of the Licensee or its regulators on reasonable notice from time to time;

13.3.6

notify the Licensee in writing without undue delay and in any event within 24 hours of discovery of, and provide full cooperation in the event of, any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data in the Licensor's possession or control;

13.3.7

provide full cooperation and assistance to the Licensee in relation to any request by a data subject to have access to Personal Data held about them or in relation to any other request, allegation or complaint by a competent authority or data subject, including notifying the Licensee in writing without undue delay and in any event within 48 hours of receipt of any such notice or request;

13.3.8

at the choice of the Licensee delete or return all Personal Data to the Licensee on termination or expiry of this agreement, and delete all copies of the Personal Data (save to the extent that retention of copies is required by applicable law) providing written confirmation of such deletion to the Licensee

13.3.9

not process Personal Data outside the European Economic Area (''EEA'') or a country not deemed to provide an adequate level of protection for personal data by any competent authority without the prior written consent of the Licensee.  It shall be a condition of any consent given by the Licensee to the Licensor to transfer Personal Data outside the EEA or a country not deemed to provide an adequate level of protection for personal data that the Licensor shall:(a)           enter into a data transfer agreement in a form prescribed by applicable Data Protection Legislation, to the extent that the formalisation of such a document represents a valid means of transferring Personal Data outside of the EEA or relevant jurisdiction; or
(b)           otherwise ensure that the transfer is subject to terms which satisfy the Data Protection Legislation including the conditions of any applicable adequacy finding or decision.

13.4

The Licensor shall not engage any third party or other sub‑processor to process personal data on behalf of  the Licensee without the express prior written consent of the Licensee. Where a sub‑processor is duly engaged to carry out specific processing activities on behalf of the Licensee, the Licensor shall ensure that it enters into a written contract with such sub‑processor containing data protection obligations no less onerous than those set out in this Clause (13) which shall apply to the sub‑processor. The Licensor shall remain liable for the acts and omission of any such sub‑processor.

13.5

The Licensor agrees to indemnify, and keep indemnified, the Licensee from and against all liabilities, costs, expenses, damages and losses and any professional costs and expenses suffered by, incurred by, or awarded against the Licensee arising out of or in connection with any failure by the Licensor or its employees or agents to comply with its obligations under this Clause (13).

13.6

Any breach of this clause (13) (Data Protection) by the Licensor shall be deemed to be a material breach of the agreement and entitle the Licensee to terminate this agreement in accordance with clause 8 (Termination).

14

Waiver                                                                                                                                                                                          

 

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

15

Severance                                                                                                                                                                                     

 

If any provision or part provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part‑provision shall be deemed deleted. Any modification to or deletion of a provision or part‑provision under this clause shall not affect the validity and enforceability of the rest of the agreement. 

16

Intellectual property                                                                                                                                                                 

 

The Licensor will indemnify and keep indemnified the Licensee (and its Affiliates) (including their respective officers, employees, members, subsidiaries and successors) on written demand against all losses, claims, liabilities, costs (including but not limited to legal costs), expenses and damages of any nature whatsoever arising from, in connection with or in relation to any action, proceeding, claim or demand suffered by or brought by any third party alleging that the Licensee's use of the Licensed Software and related materials infringes the Intellectual Property Rights of any third party.     

17

Variation                                                                                                                                                                                      

17.1

No variation of this agreement, and no special conditions agreed by the parties in relation to the agreement, shall be effective unless set out in writing and signed by the parties (or their authorised representatives).       

17.2

The Licensor shall have the right to correct any typographical, clerical or other error or omission in any of its sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by it without requiring the consent of, or incurring any liabilities to, the Licensee.

18

Notices

18.1

Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at the address set out for such party in this agreement or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre‑paid first class post or other next working day delivery service, commercial courier, fax or email.

18.2

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.1; if sent by pre‑paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.

18.3

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

19

Anti‑bribery                                                                                                                                                                                 

19.1

The Licensor shall:                                                                                                                                                                      

19.1.1

comply with all applicable laws, statutes and regulations relating to anti‑bribery and anti‑corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements");                                                                                                                                                                                                 

19.1.2

have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;

19.1.3

on request by the Licensee (but not more than once in any twelve month period within the Term) certify to the Licensee in writing, signed by a representative of the Licensor, compliance with this clause 18 by the Licensor. The Licensor shall provide such supporting evidence of compliance as the Licensee may reasonably request.

19.2

For the purpose of this clause 18, the meaning of adequate procedures shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act.

20

Anti‑slavery and human trafficking                                                                                                                                        

20.1

In performing its obligations under this agreement, the Licensor shall:

20.1.1

comply with all applicable laws, statutes and regulations in force from time to time including applicable anti‑slavery and human trafficking laws, statutes, regulations and codes including, but not limited to the Modern Slavery Act 2015;

20.1.2

maintain throughout the term of this agreement its own policies and procedures to ensure its compliance;

20.1.3

not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and

20.1.4

include in its contracts with its subcontractors and suppliers anti‑slavery and human trafficking provisions that are at least as onerous as those set out in this clause 20.

21

Entire agreement                                                                                                                                                                       

21.1

This agreement (being the Order Form, the General Terms and Conditions and the CWI EULA) sets out the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.                                                                                                                                                                                                       

21.2

Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. For the avoidance of any doubt, no terms or conditions endorsed upon, delivered with or contained in any request for order, acknowledgement, specification or any similar document shall form part of this agreement and each of the parties waives any right which it might otherwise have to rely on such terms or conditions.              

 

Counterparts    

 

This agreement may be executed in counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

23

Third party rights                                                                                                                                                                        

 

No one other than a party to this agreement shall have any right to enforce any of its terms.                                  

24

Governing Law and Jurisdiction                                                                                                                                               

24.1

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 law of England and Wales.     

24.2

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 the agreement or its subject matter or formation.