We agree to contract with you on the following terms. These constitute an agreement between us and you and must be read together with any other documents explicitly agreed to be part of this Agreement. Any other terms contained in any other document are excluded unless their inclusion is expressly agreed in writing between us.
In these terms:
1.1 “Intellectual Property” means any and all patents, patent applications, know-how, trademarks, trademark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, or used in connection with this Agreement;
1.2 “Platform” means the Genesis platform;
1.3 “the Services” means the services that you have ordered from us and we have agreed to provide as set out in the Proposal; and
1.4 “we” and “us” means The Eleos Partnership Limited, a company incorporated in England under number 11876293 and whose registered office is at 3 Marsh Court Farm, Romsey Road, Stockbridge, Hampshire, SO20 6DF United Kingdom.
2.1 We will supply you with the Services and we grant you a non-exclusive non-transferable right for authorised subscribers to use our Platform for your own business purposes.
2.2 We warrant to you that the Services will be provided using reasonable care and skill. 3. Your use of our Platform
3.2.1 disrupt, interfere with or restrict the use of our Platform by other users including, without limitation, denial of service attacks, mailbombing, flooding or other deliberate attempts to overload our Platform;
3.2.2 upload, display or transmit any materials through our Platform which are false, offensive, defamatory, threatening, obscene or unlawful or which infringe the rights, including but not limited to intellectual property rights, of any other person anywhere in the world;
3.2.3 test the vulnerability of our Platform or attempt to circumvent or hack any user authentication or security controls in respect of our Platform;
3.2.4 reverse compile, disassemble, reverse engineer, decompile, copy, duplicate, modify or adapt any software or other code or scripts forming part of our Platform, or attempt to transmit to or via our Platform any information that contains a virus, worm, Trojan horse or other harmful or disruptive component;
3.2.5 attempt to obtain, or assist others in obtaining, access to the functionality of our Platform, except as permitted by these terms;
3.2.6 change, modify, delete, interfere with or misuse any files or other data contained in our Platform;
3.2.7 use our Platform in contravention of any applicable law; or
3.2.8 undertake any penetration testing in relation to our Platform.
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3.3 It is your responsibility to maintain an appropriate internet connection to allow access to our Platform. You accept that your use of our Platform may be subject to problems arising from the use of the internet and that we are not responsible for such problems.
3.4 You shall ensure that:
3.4.1 only authorised subscribers use our Platform; and
3.4.2 their use is at all times in accordance with these terms.
3.5 You shall indemnify us against any losses that we suffer as a result of any breach by you of these terms.
You must pay our charges for the Services as agreed in writing between us. Unless agreed otherwise, all our charges are exclusive of any applicable value added or other tax. We reserve the right to suspend the Services if our charges are overdue for payment by you.
You agree that you will:
5.1 ensure that your staff and representatives co-operate with us in relation to the provision of the Services;
5.2 promptly give us such information as we may reasonably need to provide the Services and you shall be responsible to us for the accuracy of such information;
5.3 allow us access to your premises, data or personnel and use of such equipment which may be necessary for us to deliver the Services;
5.4 pay our charges for the Services.
Outside these Terms
6.1 Any additional work (not covered by these terms) requested by you shall only be carried out by us with our agreement.
6.2 We shall not be responsible in any way for computer, networking, telecommunications and data storage hardware or third party software used by you which is not covered by these terms.
6.3 You are entitled upon reasonable notice to us, and upon payment of our reasonable charges, to audit our facilities during normal working hours solely for the purpose of checking that we have carried out our obligations under these terms.
7.1 The Intellectual Property rights in the Services and our Platform belong to us or our licensors. You may only use such Intellectual Property rights with our specific written permission. We would remind you that breach of copyright for business purposes is a criminal offence under the Copyright, Designs and Patents Act 1988.
7.2 We warrant to you that no material will be provided by us as part of the Services which infringe any third party Intellectual Property rights. You warrant to us that no material will be provided by you to us for use in the Services which infringe any third party Intellectual Property rights.
7.3 If a claim for the infringement of third party Intellectual Property Rights is made or threatened against either party in connection with material provided by it under this Agreement, it shall indemnify the other against any and all costs, expenses, damages or other losses suffered or payments made by the other in connection with the claim and any associated judgment or settlement.
Extent of Liability
8.1 Nothing in this Agreement shall be construed as restricting or excluding the liability of either party for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation.
8.2 Subject to the immediately preceding sub-clause, we shall be liable to you under this Agreement in respect of all direct loss or damage caused by our acts or omissions or those of our employees, agents or sub-contractors, other than Excluded Loss (whether or not the possibility of such loss
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arising on a particular breach of contract or duty has been brought to our attention at the time of making this Agreement). In this clause, the expression “Excluded Loss” means all special loss and all third party claims, lost management time, economic loss or other loss of business, production, revenue, profit, goodwill or anticipated savings, anticipated tax mitigation, loss of data, others whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
8.3 Our liability to you under this Agreement, whether in respect of breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed the total value of this Agreement in the twelve months preceding the date of the breach.
8.4 For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.
9.1 Either we or you shall be entitled to terminate this Agreement (1) immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it, within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied or (2) by giving the written notice to the other of at least the Termination Period shown in the Contract Details above.
9.2 Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.
Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any person other than its employees, agents or sub contractors where such disclosure is required for the performance of the party’s obligations under this Agreement. This clause shall not extend to information which was already in the lawful possession of a party before this Agreement or which is already in the lawful possession of a party before this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall continue after the end of this Agreement.
We shall comply with all relevant data protection legislation (including the GDPR). We shall take appropriate technical and organisational security measures to protect any personal data that you provide to us. Furthermore, we will only deal with such personal data in accordance with your instructions. Our data protection policy is available on our website (www.eleospartnership.com).
In performing our obligations under this Agreement, we shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including, but not limited to, the Modern Slavery Act 2015.
Each party shall:
13.1 comply with all applicable laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
13.2 have and shall maintain in place throughout the term of this Agreement its own policies and procedures (including but not limited to adequate procedures under the Bribery Act 2010), to ensure compliance with the Relevant Requirements; and
13.3 promptly report to the other any request for an undue financial or other advantage of any kind received by it in connection with the performance of this Agreement.
Neither party shall be liable for any breach of this Agreement caused by matters beyond its reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving a party’s employees), failures or interruptions of
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electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.
15.1 The terms of this Agreement represent the entire agreement between the parties and supersede any previous agreement whether recorded in writing or otherwise.
15.2 Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified to the party giving the notice.
15.3 You allow us to mention you in case studies in future.
15.4 No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.
15.5 A person who is not a party to these terms may not enforce any of them under this Agreement (Rights of Third Parties) Act 1999.
15.6 If any dispute arises out of these terms we will both attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If the matter is not resolved by negotiation, the parties will refer it to mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. (See www.cedr.co.uk). Unless otherwise agreed, the mediator shall be appointed by CEDR. If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
15.7 This Agreement shall be governed by the laws of England and Wales and we both agree to submit to the exclusive jurisdiction of the English Courts.
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