One Table — Infinite Applications

End User License Agreement


These terms and conditions (“Terms”) are contracted between Infinite Table Ltd. (“Licensor”) and the entity whose details are provided in the Licence Quotation (“Licensee”). This is effective as of the date of acceptance of these Terms (“Effective Date”).

TERMS AND CONDITIONS

1. Definitions and interpretation

1.1 Definitions

In these Terms, where the context so admits, the following words and expressions shall have the following meanings:

TermMeaning
Applicationany software, application or elements developed by or on behalf of the Licensee using the Software;
Business Daymeans each day which is not a weekend day or public holiday in the country in which the Licensor is located
Confidential Informationmeans all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the Effective Date), including all information relating to that other’s business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which: (a) is available to the public other than because of any breach of these Terms; (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (d) is trivial or obvious;
Data Protection Legislationall applicable legislation for the time being in force pertaining to data protection, data privacy, data retention and/or data security (including the General Data Protection Regulation (Regulation 2016/679) (“GDPR”) the Privacy and Electronic Communication Directive (Directive 2002/58/EC) and national legislation implementing or supplementing such legislation in the United Kingdom and any applicable member state of the European Union, including the Data Protection Act 2018) and all associated codes of practice and other guidance issued by any applicable data protection authority;
Developer Licencemeans a licence of the Licensed Materials granted to the Licensee which permits the Licensee to develop Applications using the Licensed Materials in accordance with and subject to these Terms
Documentationmeans the operating manuals, user instructions, technical literature and all other related materials in eye-readable form supplied to the Licensee by the Licensor (whether in online, electronic or printed form) for aiding the use and application of the Software;
Feesmeans the fees for the Services, as set out in the relevant Quotation
Insolvency Eventmeans, in relation to a person (which includes an individual and a legal person, such as a limited company), any of the following events: (a) a meeting of creditors of that person being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to that person; (b) a charge-holder, receiver, administrative receiver or other similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of that person; (c) that person ceasing to carry on business or being deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (except that, for the purposes of this agreement, the reference to £750 in section 123(1) of that Act shall be construed as a reference to £10,000); (d) that person or its directors or the holder of a qualifying floating charge or any of its creditors giving notice of their intention to appoint, appointing or making an application to the court for the appointment of, an administrator; (e) a petition being advertised or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person; or (f) the happening in relation to that person of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
Intellectual Property Rightsmeans patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
Licence Quotationmeans a written quotation (whether in online, electronic or printed form) agreed between the parties in relation to the Licenced Materials which shall be deemed to incorporate these Terms;
Licensed Materialsmeans the Software and related Documentation;
Licensee Developersmeans the Licensee’s employees, workers and contractors who are authorised by the Licensee to, and qualified to, develop software products that include the Software;
Licensee Materialsmeans all intellectual property, works, products, documentation, information, data and other material of any kind (including computer software and firmware, designs and specifications) provided or made available by or on behalf of the Licensee in connection with these Terms;
Licensor Materialsmeans all intellectual property, works, products, documentation, information, data and other material of any kind (including computer software and firmware, designs and specifications) provided or made available by or on behalf of the Licensor in connection with these Terms, excluding the Licensed Materials;
Lossesmeans all losses, liabilities, demands, claims, judgments, awards, damages, amounts payable in settlement, costs and expenses (including all legal and other professional fees, expenses and disbursements);
Modificationmeans: (a) any addition to or deletion from the contents of a file included in the Software or previous Modifications created by the Licensee; and/or (b) any new file that leverages any part of the Software or previous Modifications;
New Versionmeans any new version of the Software which from time to time is publicly marketed and offered for licensing by the Licensor in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product
Our Websitemeans https://infinite-table.com
Proficiencyhas the meaning set out in clause 8.3
Quotation(s)has the meaning set out in clause 2.2
Quotation Effective Datehas the meaning set out in clause 14.1
Quotation Initial Termhas the meaning set out in clause 14.1
Quotation Renewal Termhas the meaning set out in clause 14.1
Production Environmentmeans a computer, server, collection of servers, data centre, cloud instance, container or similar where the Licensee’s services and/or store are made available to the Licensee’s customers
Servicesmeans the services (including the supply of Licensed Materials and Support Services), set out in the relevant Quotation, to be provided by the Licensor under such Quotation
Sitemeans @infinite-table/infinite-react package on the public npm registry; or any UMD bundle with an “infinite-table” prefix
Softwaremeans the Infinite Table software made available by the Licensor
Source Codemeans the human-readable form of computer software, together with all documentation and comments relating thereto sufficient for a reasonably skilled computer programmer to understand, use, support and modify such computer software;
Special Usage Licencemeans a Developer Licence provided at no-cost on the terms set out in clause 4.1
Support Releasemeans a release of the Software which corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version
Support Requestmeans a request communicated by the Licensee to the Licensor to report a Bug or to request some other support service or assistance;
Support Servicesmeans the support services, to be provided by the Licensor in respect of the Software (including the provision of Updates), as set out in the Support Schedule; and

1.2 Interpretation

In these Terms (including the introduction and schedules) unless the context otherwise requires:

(a) reference to a person includes a legal person (such as a limited company) as well as a natural person;

(b) reference to these Terms includes the schedules and appendices and other documents attached to it or incorporated by reference into it (all as amended, added to or replaced from time to time);

(c) references to clauses or schedules shall be to those in or to these Terms and references to paragraphs shall be to paragraphs of the schedules or annexes to the schedules (as the case may be);

(d) clause headings are for convenience only and shall not affect the construction of these Terms;

(e) reference to “including” or any similar terms in these Terms shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and

(f) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.

2. Basis of terms

2.1

These Terms are framework terms further to which the parties may enter into a Licence Quotation in respect of Services to be provided by the Licensor to the Licensee.

2.2

Each such Licence Quotation once agreed in accordance with clause 2.3, shall constitute a separate contract for the provision of the Services specified in such Quotation, incorporating these Terms.

2.3

The Licensor will only provide Services to the Licensee further to a Quotation. No Quotation shall be binding on either party unless and until agreed by both parties.

2.4

All Quotations entered into with the Licensee will be subject to the terms set out in these Terms. No terms or conditions endorsed upon, delivered with or contained in any quotation, estimate, correspondence, acknowledgement or acceptance of order or any similar document issued by the Licensee shall form part of any contract between the Licensor and the Licensee.

2.5

In the event of any conflict or inconsistency between the terms of these Terms and the terms of any Quotation, the terms of the relevant Quotation shall prevail only to the extent of any such conflict or inconsistency.

2.6

Requests for Licence Quotations must be made by email to admin@infinite-table.com

3. Provision of Licensed Materials and Support Services

3.1

The Licensor shall make the Licensed Materials available in Source Code form at https://github.com/infinite-table/infinite-react on the first Quotation Effective Date by provision of an activation key required to access the Licensed Materials, subject to payment of the Fees.

3.2

Subject to clause 3.3 below, the Licensor grants to the Licensee a worldwide, perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free licence (in the form of a Developer Licence), commencing on the relevant Quotation Effective Date, to permit Licensee Developers to use the Licensed Materials in accordance with these Terms, subject to the limit on the number of permitted Licensee Developers set out in the relevant Quotation. Members within the group of Licensee Developers can be replaced with alternative members as long as the number of concurrent Licensee Developers at any time does not exceed the limit set out in the relevant Quotation. For the purposes of this limit, each developer modifying JavaScript code as part of the creation of an Application’s user interface or Modification of a user interface shall constitute a separate Licensee Developer. For example, if the Licensee has seven developers working with JavaScript code on an Application, but only three developers directly working with the Software, all seven developers will be counted as Licensee Developers.

3.3

The Licensee may use the Licensed Materials to install, load, launch, access, run, execute, operate, and archive the Licensed Materials for production, test, archival, emergency re-start and disaster recovery purposes and to develop and create derivative works from the Licensed Materials in the form of Applications, provided that:

(a) the Licensee shall not permit any end user of any Application to use the Software independently of, or by or with any applications other than, the Application being used by that end user.

3.4

In the event that the Licensee creates any Modifications to the Source Code to the Software, the Licensor shall not be obliged to provide the Support Services in relation to any such Modification(s) from the date on which any such Modification(s) take place.

3.5

The Licensee shall not change or remove the copyright notice from any of the files included in the Licensed Materials.

3.6

The Licensee shall not redistribute the Licensed Materials or any Modifications other than as expressly permitted by these Terms. For the avoidance of doubt, the Licensee shall not redistribute the Licensed Materials or any Modifications:

(a) other than by including the Software or a portion of the Software within Application(s); and

(b) as part of any Application that can be described as a development toolkit or library, an application builder, a website builder, a user interface designer, or any application that is intended for use by software, application, or website developers or designers, or has a similar purpose or functionality (as determined by the Licensor).

3.7

Subject to clause 3.3, the Licensor will provide the Support Services to the Licensee Developers in accordance with the Support Schedule for a period of 1 year from the relevant Quotation Effective Date, or for such other period as expressly set out in the relevant Quotation.

4. Special Usage Licence

4.1

Notwithstanding anything else in these Terms, a Special Usage Licence can be granted, purely at the Licensors discretion.

4.2

Without prejudice likely recipients of a Special Usage Licence will include:

(a) Students in full-time education; (b) Charities and Non-Governmental Organisations (c) Open Source Products

4.3

Requests for Special Usage Licences must be made by email to admin@infinite-table.com

5. Charges, invoicing and payment

5.1

The Fees will be invoiced by the Licensor annually in advance upon the relevant Quotation Effective Date. Unless otherwise agreed in writing between the parties, the Licensee must pay each valid invoice within 30 days of the date of the invoice.

5.2

Unless otherwise expressly provided in these Terms, all amounts referred to in these Terms are exclusive of value added tax (“VAT”) which, where chargeable by the Licensor, shall be payable by the Licensee at the rate and in the manner prescribed by law. All other taxes, duties, customs or similar charges shall be the responsibility of the Licensor.

5.3

The Licensor will invoice, and the Licensee will pay invoices in the currency to be agreed between the parties and as set out in the relevant Quotation.

6. Warranties

6.1

The Licensor represents and warrants that:

(a) it has the right to enter into these Terms and to license the Licensed Materials and provide the Support Services (if any) as contemplated by these Terms;

(b) the Support Services (if any) shall be performed with reasonable care, skill and diligence;

(c) the Licensed Materials and Support Services (if any) shall comply with all applicable laws, regulatory requirements, mandatory standards and codes of practice of any competent authority for the time being in force;

(d) it shall not knowingly introduce into any the Software any computer software routine intended or designed to disable, damage, erase, disrupt or impair the normal operation of, or provide unauthorised access to or modification or monitoring of, any computer system or any software or information stored on any computer system, including viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors or trap door devices;

(e) the Software shall perform substantially in accordance with the Documentation for a period of 90 days after: (i) the first Quotation Effective Date; and (ii) the provision of a New Version in accordance with these Terms, provided that this warranty shall not apply to error or failure resulting from: (i) machine error; (ii) the Licensee’s failure to follow operating instructions; (iii) negligence or accident by any person or entity other than the Licensor; or (iv) modifications to the Software by any person or entity other than the Licensor.

6.2

The Licensee represents and warrants that:

(a) it has the right to enter into these Terms and to perform its obligations as contemplated by this agreement; and

(b) in the performance of its obligations under these Terms, it shall comply with all applicable laws, regulatory requirements, mandatory standards and codes of practice of any competent authority for the time being in force.

6.3

The Licensor does not warrant that the operation of the Licensed Materials or the code produced by the Software will be uninterrupted or error-free. The Licensor provides the Licensed Materials on an “as is” basis and all warranties not expressly set out in these Terms, including any warranties of title, non-infringement, merchantability and fitness for a particular purpose, are disclaimed to the fullest extent permitted by law.

6.4

The Licensee’s sole and exclusive remedy for a breach of the warranty in clause 6.1(e) shall be to require the Licensor to repair the affected portion of the Software to ensure that it complies with the Documentation.

7. Insurance

7.1

Without prejudice to the Licensee’s obligations and liabilities under these Terms, the Licensee shall effect and maintain in force for the duration of these Terms, with reputable and substantial insurers, such policies of insurance as are sufficient for a business of the Licensee’s type and to cover all potential liability of the Licensee under these Terms, including professional indemnity insurance and public liability insurance. If coverage is written on a claims made basis, it shall be maintained by the Licensee for at least six years following the termination of these Terms. The Licensee shall, on the Licensor’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

8. Intellectual Property Rights

8.1

All Intellectual Property Rights in the Licensor Materials and Licensed Materials shall, at all times, be and remain the exclusive property of the Licensor or its third-party licensors. The Licensor grants the Licensee, for the term of these Terms, a limited, non-transferable, royalty-free, non-exclusive licence to use the Licensor Materials for the Licensee’s internal business purposes only in connection with the receipt of the Licensed Materials and Support Services in accordance with these Terms.

8.2

All Intellectual Property Rights in the Licensee Materials shall, at all times, be and remain the exclusive property of the Licensee or its third-party licensors. If applicable, the Licensee grants the Licensor, for the term of these Terms, a limited, non-transferable, royalty-free, non-exclusive licence to use the Licensee Materials only for the purpose of carrying out its obligations in accordance with these Terms. Subject to clause 8.1, no Intellectual Property Rights in any Application or Modification created by the Licensee will be deemed to transfer to the Licensor under these Terms.

8.3

Each party may use or re-use any skills, knowledge, experience, technical information, inventions, ideas or techniques of whatever nature utilised or gained by such party in the course of performing its obligations under these Terms (“Proficiency”), for its own benefit or the benefit of third parties, provided that such Proficiency does not involve:

(a) the infringement of any part of the Intellectual Property Rights belonging to the other party (or the other party’s third-party licensors); or

(b) the use or disclosure of Confidential Information of the other party where such use or disclosure would be in breach of clause 11.

9. Indemnities

9.1

The Licensor shall indemnify, defend and hold harmless the Licensee against all Losses that the Licensee incurs or suffers however arising as a result of or in connection with any claim that the receipt, possession or use of any of the Licensed Materials, Licensor Materials and/or Support Services by the Licensee infringes the Intellectual Property Rights or other proprietary rights of any third party, provided that:

(a) the Licensee notifies the Licensor in writing as soon as reasonably practicable of any claim under clause 9.1 of which the Licensee has notice (an “Indemnified Claim”);

(b) the Licensee does not admit any liability or agree to any settlement or compromise of an Indemnified Claim without the prior written consent of the Licensor, which shall not be unreasonably withheld or delayed;

(c) the Licensor shall, at any time from notification in accordance with clause 9.1(a), at the Licensor’s request, cost and expense, be entitled to assume exclusive conduct of the Indemnified Claim (which shall include the right to conduct any proceedings or action in relation to, negotiate the settlement of, and to conduct all discussions and dispute resolution efforts in connection with the Indemnified Claim, provided that no settlement of a claim which would or might affect any rights of the Licensee, or involve any admission of fault or liability on the part of the Licensee, shall be entered into without the Licensee’s prior written consent); and

(d) the Licensee shall give the Licensor all assistance that the Licensor may reasonably require in connection with the conduct of the Indemnified Claim.

9.2

Without prejudice to clause 9.1, in the event that the receipt, possession or use of any of the Licensed Materials, Licensor Materials and/or Support Services is restricted as a result of any claim for which the Licensor is obliged to indemnify under clause 9.1, the Licensor may, at its discretion, either procure the rights necessary for continued receipt, possession and use or promptly carry out such modification or replacement as may be necessary to make receipt, possession and use non-infringing.

10. Exclusions and limitations

10.1

Neither party’s liability:

(a) for death or personal injury caused by its negligence;

(b) for fraudulent misrepresentation or for any other fraudulent act or omission;

(c) for breach of clauses 3.5, 3.6 and/or 11;

(d) for breach of any indemnity contained in these Terms; or

(e) for any other liability which may not lawfully be excluded or limited; is excluded or limited by these Terms, even if any other term of these Terms would otherwise suggest that this might be the case.

10.2

Subject to clause 10.1, neither party shall be liable for:

(a) any indirect, consequential or special loss; or

(b) any loss of profit,

(c) loss of business or contracts,

(d) lost production or operation time, (e) loss of or corruption to data, or (f) loss of goodwill or anticipated savings;

however arising (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this clause 10.2, the term “loss” includes a partial loss or reduction in value as well as a complete or total loss).

10.3

Subject to clauses 10.1 and 10.2, a party’s total liability to the other party arising out of or relating to these Terms or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in aggregate for all claims arising, to the greater of: (a) the total of all amounts payable (whether or not yet paid) by the Licensee under these Terms; and (b) $5,000. The total liability of a party for any specific event will not exceed the total aggregate liability for such party, as calculated above, less any sums payable for previous events giving rise to liability on the part of such party that have occurred prior to the date of the specific event.

11. Confidentiality

11.1

Each party shall:

(a) keep confidential all Confidential Information of the other party which it receives in connection with these Terms;

(b) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Terms;

(c) subject to clause 11.2, not disclose such Confidential Information to any third party, other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a ‘need to know’ basis as strictly required for the purposes of and as permitted under these Terms and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 11; and

(d) promptly, upon request and, in any event, upon termination of these Terms(for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.

11.2

Either party may disclose the other’s Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement), provided that, to the extent permitted by law, the party compelled to make such disclosure shall notify the other party of the disclosure in advance.

12. Data protection

12.1

Each party shall:

(a) at all times during the term of this Terms, comply with the Data Protection Legislation; and (b) to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under these Terms.

12.2

In this clause 12, the terms “personal data”, “process” and “processor” shall have the meanings given in the applicable Data Protection Legislation. In relation to all personal data provided or made available to the Licensor by or on behalf of the Licensee, the Licensor:

(a) acknowledges that, as between the parties, it acts only as a processor;

(b) shall only process such personal data in accordance with these Terms and the Licensee’s instructions issued from time to time;

(c) shall promptly inform the Licensee if, in the Licensor’s opinion, any instructions given to it by the Licensee in relation to the processing of such personal data under these Terms infringe any Data Protection Legislation;

(d) shall implement and operate appropriate technical and organisational measures to ensure: (i) the protection of the rights of the relevant data subjects; (ii) and a level of security appropriate to the risks that are presented by any processing of such personal data, in particular protection from accidental loss or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed by the Licensor pursuant to these Terms.

(e) shall procure that any permitted sub-processor implements and operates, appropriate technical and organisational measures to ensure: (i) the protection of the rights of the relevant data subjects; and (ii) a level of security appropriate to the risks that are presented by any processing of such personal data, in particular protection from accidental loss or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed by the Licensor pursuant to these Terms;

(f) shall not, without the prior written consent of the Licensee, transfer any such personal data to a country or territory outside the UK or European Economic Area unless adequate contractual or other assurances have first been put in place such as will enable each party to comply with the requirements of the Data Protection Legislation;

(g) shall not engage any sub-processor without the prior written consent of the Licensee and then only on the basis of a written contract between the Licensor and the sub-processor which imposes on the sub-processor terms equivalent to the provisions of this clause 12. The Licensor shall be responsible for the management of any permitted sub-processor and its compliance with such terms and shall be directly liable to the Licensee for any breach of the same;

(h) shall notify the Licensee without undue delay of any breach of the provisions of this clause 12 and provide assistance to the Licensee in respect of any such breach;

(i) shall provide timely cooperation and assistance to the Licensee in ensuring compliance with: (i) the Licensee’s obligations to respond to any complaint or request form any applicable data protection authority or data subjects seeking to exercise their rights under any Data Protection Legislation, including by promptly notifying the Licensee of each subject access request the Licensor receives; (ii) the Licensee’s obligations set out under Articles 32-36 of the GDPR to: (A) ensure the security of the processing; (B) notify the relevant supervisory authority and any data subjects, where relevant, of any personal data breach; (C) carry out any data protection impact assessments (“DPIA”) on the impact of the processing on the protection of personal data; and (D) consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by the Licensee to mitigate the risk; and

(j) shall make available to the Licensee all information reasonably required by the Licensee to demonstrate the Licensor’s compliance with its obligations set out in this clause 12 and allow and participate in any data protection audits and inspections conducted by the Licensee or another auditor mandated by the Licensee.

13. Commencement and duration of Terms

13.1

These Terms shall commence on the Effective Date and shall, unless sooner terminated in accordance with its terms, terminate automatically without notice on expiry or termination of the last Quotation.

14. Commencement and duration of Quotations

14.1

The relevant Quotation is effective as of the later of the: (i) Effective Date; and (ii) effective date set out in the relevant Quotation (“Quotation Effective Date”). The relevant Quotation shall commence on the relevant Quotation Effective Date and shall, unless sooner terminated in accordance with its terms or these Terms, continue for a period of 12 months (“Quotation Initial Term”) when it shall terminate automatically without notice unless, no later than 30 days before the end of the relevant Quotation Initial Term (or any Quotation Renewal Term agreed in accordance with this clause), the parties agree in writing that the terms of the relevant Quotation shall be extended for a period of 12 months from the effective date.

14.2

Unless the relevant Quotation is further extended in accordance with this clause or terminated earlier in accordance with its terms or these Terms, the relevant Quotation shall terminate automatically without notice at the end of the relevant Quotation Renewal Term.

15. Termination

15.1

Either party may terminate these Terms and/or any Quotation by giving the other written notice if:

(a) the other materially breaches any term of these Terms and it is not possible to remedy that breach;

(b) the other materially breaches any term of these Terms and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so;

(c) the other suffers or undergoes an Insolvency Event and to the extent such termination is permitted under applicable law; or

(d) the other is delayed in performing its obligations under these Terms under clause 17 for a period of 30 days or more.

For the purposes of this clause 15.1, in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.

16. Consequences of termination

16.1

Termination of any Quotation will not have the effect of terminating the whole Terms or any other Quotation, but termination of these Terms will automatically terminate all Quotations.

16.2

Termination of these Terms and/or any Quotation for any reason will not affect:

(a) any accrued rights or liabilities which either party may have by the time termination takes effect; or (b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after termination. Without prejudice to the foregoing, clauses 3, 4, 6. 7, 9, 10, 11,16 and 18 shall survive termination of these Terms.

17. Force majeure

Neither party will be liable to the other for any failure or delay in performing its obligations under these Terms which arises because of any circumstances which it cannot reasonably be expected to control (including any fire, flood, earthquake, elements of nature or acts of God, acts of war (whether or not war is declared), terrorism, riots, civil disorders, rebellions or revolutions, strikes, lock outs or other form of industrial action, provided that nothing shall affect the Licensee’s obligation to make any payments due under these Terms. 18.

18. General

18.1

Except as expressly permitted under these Terms, the Licensee may not sub-license or assign, sub-contract or delegate any or all of its rights or obligations under these Terms without the prior written consent of the Licensor. Licensed use of this Software within AdapTable is deemed perpetual.

18.2

In the event that the Licensor consents to the Licensee sub-contracting performance of its obligations, the Licensee will remain liable for performance of the relevant obligations and shall procure that the sub-contractor complies with all relevant provisions of these Terms applying to performance of the obligations concerned.

18.3

All notices and consents relating to these Terms must be sent by email.

18.4

Unless the parties expressly agree otherwise in writing:

(a) if a party: (i) fails to exercise or delays exercising or only exercises partially any right or remedy provided under these Terms or by law; or (ii) agrees not to exercise or to delay exercising any right or remedy provided under these Terms or by law;

then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy; and

(b) no right, power or remedy under these Terms or otherwise available to a party is exclusive of any other right, power or remedy under these Terms or otherwise available to that party.

18.5

If any provision of these Terms is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of these Terms or these Terms as a whole. If any provision of these Terms is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.

18.6

All variations to these Terms must be agreed, set out in writing and signed on behalf of both parties before they take effect.

18.7

Except to the extent that these Terms expressly provide otherwise, nothing in these Terms shall or is intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party. Neither party may act as f it were or represent (expressly or by implying it) that it is, an agent of the other or has such authority.

18.8

Each party confirms that, in entering into and performing these Terms, it is acting as principal and not as the agent of any undisclosed third-party principal.

18.9

A person who is not a party to these Terms shall not have any rights whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

18.10

The Licensor shall:

(a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (“Act”);

(b) not do anything which would constitute an offence or which would cause the Licensee to commit an offence under the Act;

(c) have and shall maintain in place throughout the term of these Terms its own policies and procedures (copies of which will be made available to the Licensee upon request), including adequate procedures to ensure compliance with the Act as informed by the principles outlined in the guidance to the Act, and will enforce them where appropriate;

(d) promptly report to the Licensee any request or demand for any undue financial or other advantage of any kind received by the Licensor in connection with the performance of these Terms; and

(e) procure that all associated persons (as defined in the Act) of the Licensor will comply with clauses 18.10(a) to (c). A breach of this clause 18.10 by the Licensor shall constitute a material breach entitling the Licensee to terminate these Terms immediately on written notice.

18.11

These Terms sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it and no other terms shall be applicable between the parties in relation to such subjects, including without limitation, any terms set out on any purchase orders that have been issued by the Licensee. Provided always that nothing in this clause 18.11 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of these Terms. Each party acknowledges that it has not been influenced to enter these Terms by and shall have no right or remedy (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in these Terms.

18.12

These Terms are governed by English law. The parties submit to the exclusive jurisdiction of the English courts in relation to any dispute or difference between the parties arising out of or in connection with these Terms, its interpretation or subject-matter, but the Licensor is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights and/or Confidential Information.

Support Schedule

1. Scope of Support Services

1.1

The Licensor shall provide the following Support Services for the Software in accordance with these Terms:

(a) corrective maintenance as described in paragraph 2; and

(b) a software updating service as described in paragraph 3.

1.2

The Support Services will be provided in English.

1.3

Notwithstanding anything else in these Terms, the Licensor shall not be obliged to provide Support Services:

(a) in relation to any Bug to the extent that it is caused by the Licensee’s misuse, misconfiguration, alteration or damage to the Software; the Licensee’s failure to install an Update; or use of the Software in breach of these Terms;

(b) on any public holiday day in the UK; and

2. Corrective maintenance

(a) Upon receipt of a Support Request, the Licensor shall use its reasonable endeavours to commence corrective maintenance or otherwise resolve the Support Request by the end of the following Business Day.

(b) Notwithstanding anything else in the Support Schedule, the Licensor shall only be required to resolve Support Requests which relate to the current release of the Software.

3. Software updating service

3.1

The Licensor shall promptly make available to the Licensee Developers, as part of the Support Services, all Updates issued generally by the Licensor to its customers or to users of the Software.

3.2

The Licensor shall promptly notify the Licensee Developers of all revisions, additions or updates to all Documentation which may be necessary as a result of the provision of any Update to enable proper use to be made of the Software by the Licensee Developers.