This document (the “Agreement”) contains the terms and conditions (“Terms”) that govern your access to and use of the Products (as defined below) and is a contractual agreement between you and the entity you represent (“Customer”, “you”, “your”) and Anthology Partners Ltd (“Suppler”, “we”, “us”, “our”).##By using the Products you agree to accept these Terms and represent to us that you are lawfully able to enter into contracts. If you are using the Products on behalf of an entity (such as the company you work for) you represent to us that you have legal authority to bind that entity.##1 Definitions##1.1 “Products” means any computer software application or service provided by the Supplier and licenced for your use according to this Agreement.##1.2 “User” means a unique, named employee or Contractor of the Customer who is authorised by the Customer to access or use the Products.##1.3 “Order Form” means any electronic form detailing the Products and displayed to the Customer during any signup or checkout process for the Products.##1.4 “Effective Date” means the date on which you sign up for or start using the Products.##1.5 “Customer Data” means any business information or other data of any type that is provided by the Customer to the Supplier in connection with the Products.##2 Licence##2.1 Subject to the Terms of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-sublicenseable, non-transferable, limited right to access and use the Products, only in accordance with (a) any technical specification documentation generally made available by the Supplier with regard to such Product (“Documentation”), (b) the applicable Subscription Period and (c) any User or other field of use restrictions set forth in the applicable Order Form.##2.2 The Customer shall not: (a) rent, lease, copy, provide access to or sub-license the Products to a third party, (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or any non-public APIs to the Products (c) modify any Product (provided that, for the avoidance of doubt, configuration or customization of the Product using the tools provided in the Product shall not be considered a prohibited modification), or create any derivative product from any of the foregoing, (d) circumvent or disable any security or other technological features or measures of the Product, (e) remove or obscure any product identification, proprietary, copyright or other notices contained in Products (including on any reports or data generated by the Products), (f) incorporate the Products into any other offering (whether software-as-a-service or otherwise), (g) use the Products in any unlawful manner or in any other manner that interferes with, disrupts, or disables the Products or the networks or services on which the Products operate, or (h) publicly disseminate information or analysis regarding the performance of Products. For clarity, the Supplier reserves the right to suspend or terminate any User’s or Customer’s use of the Products for violation of any of the foregoing restrictions, as determined by the Supplier in its sole discretion. ##3 Subscription Term & Fees##3.1 The use of the Products is provided subject to a subscription (“Subscription”) whereby the Customer agrees to pay a regular fee (“Fees”) in return for the use of the Products for a period of time (“Subscription Period”).##3.2 The Subscription shall commence on the Effective Date for the duration of the Subscription Period. Subscriptions shall automatically renew for additional Subscription Periods at the price in effect at the time of renewal unless terminated prior to the end of the relevant Subscription Period. The Customer acknowledges that following termination the Customer shall have no further access to any Customer Data through the Products, and that the Supplier may delete any such data in its possession at any time after termination.##3.3 All Fees shall be paid in advance of each Subscription Period by credit card unless otherwise agreed and may be subject to VAT where applicable. The Customer shall be responsible for all other sales, use, GST, value-added withholding or similar taxes or levies, whether domestic or foreign.##3.4 In the event that the Fees are not paid in full prior to the start of the Subscription Period, in addition to any of its other rights or remedies, the Supplier will terminate the Subscription and remove Customer’s access to the Products without liability to Customer.##3.5 In the event that the Customer terminates any Subscription during a Subscription Period, the termination will take effect at the end of the current Subscription Period and the Customer shall not be entitled to a refund for any Fees already paid.##3.6 Customer shall pay all Fees for each Subscription. Except as otherwise specified in this Agreement or in an Order Form: (a) fees are based on Products purchased, not actual usage, (b) payment obligations are non-cancellable, (c) Fees paid are non-refundable and (d) the number of Subscriptions purchased cannot be decreased during the relevant Subscription Period. Where changes to the Subscription during a Subscription Period results in a change in the Fees, the change will be charged on a pro-rated basis for that Subscription Period. The Supplier reserves the right to modify its Subscription fees at any time upon at least thirty (30) days prior notice to Customer. ##4 Terms ##4.1 Subject to the express provisions of these Terms, the Supplier will make available to the Customer the Products for the Subscription Period and for the use by the number of Users included in the Subscription.##4.2 The Customer may allow third parties such as contractors and consultants (“Contractors”) who are not competitors of the Supplier to serve as Users subject to the Terms in this Agreement provided that the Customer remains responsible for compliance by all Users with any use of the Product and that any use of the product shall be for the sole benefit of the Customer.##4.3 The Customer acknowledges that the security of any Products is dependent upon this confidentiality of any usernames and passwords (or equivalent security measures) (“Security Credentials”) and shall require that all Users keep such information strictly confidential. You are responsible for all activities taken by your Users, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and we are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen.##4.4 The Customer acknowledges and agrees that the Products may operate on or with a hosted platform operated by a third party such as Salesforce.com, Amazon or Rackspace and the Supplier shall not be responsible for the operation of such service, nor the availability or operation of the Products to the extent that such availability and operation is dependent upon the availability and operation of the third party service.##4.5 Where the Products integrate with third party services, such as the European Union VAT Validation service, the Customer acknowledges and agrees that the Supplier shall not be responsible for the operation of such service, nor the availability or operation of the Products to the extent that such availability and operation is dependent upon the availability and operation of the third party service. The Supplier provides no warranty regarding any information provided by such a third party and accepts no responsibility or liability in regard to such information.##5 Customer Data##5.1 The Customer shall ensure that Customer’s use of the Products and all Customer Data is at all times compliant with all applicable local, state, federal and international law, regulations and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data and complies with Customer’s privacy policies. Customer is solely responsible for the accuracy, content and legality of all Customer Data.##5.2 The Customer shall ensure that a duplicate copy of any Customer Data exists before it is uploaded to or used in connection with the Products. It is the Customer’s responsibility to maintain adequate backup procedures for all Customer Data; the Supplier is under no obligation to maintain or provide backup copies of any Customer Data.##6 Confidential Information##6.1 Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by the other secret. Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the termination of this Agreement. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.##6.2 The Products shall be deemed confidential information of the Supplier without any further designation.##7 Intellectual property##7.1 The Supplier retains all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Products and any and all related and underlying software (including interfaces), databases (including data models and structures) and underlying technology.##7.2 The Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to the Supplier. Subject to the terms of this Agreement, Customer hereby grants to the Supplier a non-exclusive, worldwide, royalty-free right to use, copy store, transmit and display the Customer Data, but only to the extent necessary to provide the Products to the Customer.##7.3 This is a subscription agreement for use of the Products and not an agreement for sale. The Customer acknowledges that it is obtaining only a limited right to access and use the Products and that no ownership rights are being conveyed to Customer under this Agreement or otherwise. Further, Customer acknowledges that the Products are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of the Product itself.##8 Professional Advice##8.1 Where the Products provide access to information, such as VAT registration information, the Supplier accepts no responsibility or liability whatsoever with regard to the information provided. This information is typically provided by third parties over which we have no control.##8.2 Information provided by the Products (whether sourced from a third party or not) is not professional or legal advice. If you need specific advice you should consult a suitably qualified professional.##8.3 In particular, Products which provide access to the EU VIES service do not remove any obligation on you to ensure compliance with VAT regulations and such Products do not transfer any responsibility for complying with any regulations to the Supplier.##8.4 Information provided by the EU VIES service does not give a right to exempt intra-Community supplies from Value Added Tax and does not change any obligations on taxable persons in relation to intra-Community supplies.##9 Data Protection##9.1 For the purposes of the Data Protection Act 1998 the Customer consents to the processing of all or any personal data (in manual, electronic or any other form) provided to the Supplier.##10 Supplier’s Status##10.1 The Supplier warrants and represents to the Customer that it is in business as an independent entity. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Nothing in this Agreement shall render the Supplier or any of its personnel an employee, agent or partner of the Customer and the Supplier will not hold itself out as such. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.##10.2 The Supplier will not at any time after the termination of this Agreement represent itself as being in any way connected with or interested in the business of the Customer or communicate to any person, concern, undertaking, firm or body corporate anything which is intended to damage the reputation or good standing of the Customer.##10.3 The Supplier may use the services of subcontractors for performance of services under this Agreement, provided that the Supplier remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Products as required under this Agreement. ##11 Staff Obligations and Third Party Rights##11.1 Each party solely retains all the responsibilities and rights of an employer towards and in relation to its own employees. Neither party seconds its employees or any of them to the other, nor is it the intention of either party to have or create an employee/employer relationship with the other. Each party will indemnify the other against any claims brought by or in relation to its own employees, whether such claims relate to employment, tax, national insurance, or otherwise.##11.2 In these Terms, ‘employees’ includes, so far as the context permits, in the case of an LLP or partnership, its partners and employees and, in the case of a company, its officers and employees.##11.3 No third party rights are intended to be conferred or created by these Terms.##12 Limited Warranty##12.1 The Supplier warrants, for Customer’s benefit only, that the Products will operate in substantial conformity with the applicable Documentation. The Supplier does not warrant that Customer’s use of the Products will be uninterrupted or error-free or that it will preserve or maintain any Customer Data without loss. The Supplier’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in the Supplier’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if the Supplier determines such remedies to be impracticable, to allow Customer to terminate the Subscription and receive as its sole remedy a refund of: (a) the pro-rated amount of the applicable Fees allocable to the number of days the Product was not in conformance with the warranty and (b) any fees pre-paid by Customer for any remaining portion of the terminated Subscription Period. The limited warranty set forth in this Section shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services or (iii) to use provided on a no-charge or evaluation basis.##12.2 EXCEPT FOR THE LIMITED WARRANTY IN SECTION 12.1, THE PRODUCTS, SUPPORT, PROFESSIONAL SERVICES OR OTHER OFFERINGS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. THE SUPPLIER AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MINIMUM PERIOD REQUIRED BY LAW. ##12.3 THE SUPPLIER SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF THE SUPPLIER. ##12.4 THE SUPPLIER EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE CUSTOMER’S USE OF THIRD PARTY SERVICES. ##13 Limitation of Liability##13.1 Without prejudice to any other limitation of liability under this Agreement:##13.1.1 in no event shall the Supplier be liable to the Customer for loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay, loss of profits, business, revenue, anticipated savings or any other indirect or consequential loss of any kind whether arising from negligence, breach of contract or otherwise even if informed of the possibility of such loss;##13.1.2 any liability or remedy for innocent or negligent misrepresentation is expressly excluded;##13.1.3 the total liability of the Supplier to the Client (whether in contract, tort or otherwise), shall not exceed any fees pre-paid by Customer;##13.1.4 Nothing in this Agreement shall exclude either party’s liability for death or personal injury.##13.2 For the avoidance of doubt, the Supplier shall have no liability to the Customer in respect of or arising out of the performance, or non-performance, of the Services save as expressly set out in these Terms and the Customer shall indemnify and hold harmless the Supplier and the Supplier’s personnel against all claims, damages, losses and liabilities which they may suffer or incur as a result or in consequence of or in connection with the supply of the Products.##13.3 Neither party shall be deemed to be in breach of these Terms for any delay in performance or other non-performance of its obligations to the extent due to any circumstance beyond its reasonable control. If either party is so affected, it shall promptly notify the other party of the nature and extent of the circumstances in question.####14 Indemnification##14.1 The Customer shall indemnify, defend and hold harmless the Supplier from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) arising out of or in connection with any claim arising from Customer Data (including, but not limited to, any claim of intellectual property infringement) or Customer's use of the Products.##15 Termination ##15.1 This Agreement is effective as of the Effective Date and unless terminated earlier in accordance with this Agreement shall terminate upon the expiration or termination of all Subscriptions.##15.2 Upon any termination of this Agreement, the Customer shall immediately cease any and all use of and access to Products and delete (or, at the Supplier’s request, return) any and all copies of any related Documentation, any Supplier passwords or access codes and any other Supplier Confidential Information (as defined below) in its possession. The Customer acknowledges that following termination the Customer shall have no further access to any Customer Data through the Products, and that the Supplier may delete any such data in its possession at any time after termination.##15.3 Either party may terminate this Agreement (including all related Subscriptions) with immediate effect on written notice to the other with no liability to make any further payment to the other (other than in respect of any accrued fees or expense at the date of termination) in the event that:##15.3.1 the other party is in material breach of this Agreement and fails to remedy such breach (if capable of remedy) within 14 days after receiving written notice to do so; or##15.3.2 the other party goes into liquidation or has a receiver or administrator appointed.##15.4 Any rights or obligations of a continuing nature shall survive termination.##16 Force Majeure##16.1 Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. ##17 General Provisions##17.1 No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. ##17.2 This Agreement will bind each party’s permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer all or a portion of such party’s assets. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 12.1 will be null and void. ##17.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Products are on-line, subscription-based products, and that in order to provide improved customer experience the Supplier may make changes to the Products. ##17.4 The use of the Products by the Customer is governed only by these terms and by no others, except where both parties expressly agree in writing. In particular, it is agreed that any purchase order or other such document from the Customer is intended for the Customer’s own administrative purposes only, and that notwithstanding its wording, neither a purchase order nor its content will have any legal effect. Save to the extent expressly provided, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.##17.5 Any notice to be given by one party to the other shall be validly given if a) posted by prepaid recorded delivery first class post within the mainland of the United Kingdom and correctly addressed to the party to be served, and shall be deemed served on the third working day after posting; b) sent to the correct facsimile number of the party to be served and the sender has its fax machine’s printed journal entry to prove safe receipt by the party to be served and shall be deemed served on the next working day after sending or c) personally delivered to the others registered office and shall be deemed served when so delivered;##17.6 If any provision of these terms shall be held to be illegal or unenforceable, the enforceability of the remainder of this agreement shall not be affected.##17.7 This Agreement is governed by and to be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England & Wales.
