Terms and Conditions

These terms and conditions apply to all orders for Syntheticr products entered into between the Customer and Supplier (each as defined in an Order).

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these terms.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised to access the Services.

Applicable Data Protection Laws means:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

b) To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Billing Cycle: monthly or annual, as set out in the Order.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.1 .

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf, for the purpose of using the Services or facilitating the Customer’s use of the Services.

Data: means the data bundle provided to the Customer by the Supplier from time to time as further described in an Order;

Documentation: the document(s) which may be made available to the Customer by the Supplier from time to time which sets out a description of the Services and the user instructions for the Services.

Initial Subscription Term: the initial paid subscription period beginning immediately after the Trial Subscription Term (if applicable), as set out in the Order.

Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.

Order: an order for Services entered into between the parties, including (where applicable) a checkout flow or online order, which incorporates these terms and conditions and sets out the applicable Subscription Fees, Subscription Period, and Service entitlements.

Renewal Period: each subsequent subscription period following the Initial Subscription Term, as set out in the Order.

Scoring Services: the scoring services provided by the Supplier to the Customer from time to time, as further described in an Order;

Services: means the Data, Documentation and Scoring Services .

Subscription Fees: the subscription fees payable by the Customer to the Supplier as set out in the Order.

Subscription Period: the billing period for the Subscription Fees as set out in the Order, being either monthly (billed monthly in advance) or annual (billed annually in advance).

Subscription Plan: the package of Services and entitlements purchased by the Customer, as set out in the Order (including any usage limits, deliverables, turnaround times, and permitted volumes).

Subscription Term: the period during which the Customer is entitled to access and use the Services, comprising (where applicable) the Trial Subscription Term, the Initial Subscription Term, and any Renewal Periods.

Trial Subscription Term: a free trial period of 30 days (unless otherwise set out in the Order) during which the Customer is granted access to the Services on a trial basis.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these terms.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 A reference to writing or written includes email.

1.7 References to clauses and schedules are to the clauses and schedules of these terms; references to paragraphs are to paragraphs of the relevant schedule to these terms.

2. Licence and Permitted Use

2.1 Subject to these terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sub-licences, to permit the Authorised Users to (i) access the Data and any related Documentation and (ii) receive the Scoring Services during the Subscription Term solely as set out below.

2.2 The Customer may use the Data and Scoring Services solely for the Customer’s internal business purposes and only for the following purposes: (a) testing, validating and benchmarking the Customer’s existing anti-money laundering, financial crime or sanctions screening control frameworks and analytical or risk-scoring models; (b) developing, training, tuning and refining internal analytical or risk-scoring models used by the Customer for financial crime prevention purposes; (c) comparing the performance, characteristics and outputs of different third-party vendor technologies or internal solutions used by the Customer for financial crime, compliance or risk-management purposes; (d) monitoring, analysing and assessing potential model drift, performance degradation or changes in model behaviour over time, and (e) any other uses agreed in writing between the parties from time to time.

2.3 The Customer shall not use, and shall ensure that its Authorised Users do not use, the Data or Scoring Services for any purpose other than those set out above, including (i) as the sole basis for any regulatory, legal, enforcement, customer-facing or automated decision-making, including decisions relating to onboarding, transaction monitoring, account closure, reporting or escalation; (ii) as a substitute for independent validation, professional judgement or regulatory compliance assessment; (iii) to represent to any third party, regulator or authority that the Data or Scoring Services have been approved, endorsed or certified by the Supplier for any particular regulatory or compliance outcome; or (iv) in any manner that would reasonably be expected to expose the Supplier to regulatory, supervisory or enforcement action.

2.4 The Customer acknowledges and agrees that the Data and Scoring Services are provided for analytical and informational purposes only and that nothing in the Data, Scoring Services or any outputs constitutes legal advice, regulatory advice, audit advice or a representation that the Customer’s systems, controls or models comply with applicable laws, regulations or regulatory guidance, and the Customer remains solely responsible for its regulatory compliance obligations and for any decisions, actions or outcomes arising from its use of the Data or Scoring Services. The Supplier shall be entitled to rely on the accuracy, completeness and integrity of all Customer Data and information provided by or on behalf of the Customer and shall have no responsibility or liability for any inaccuracy, deficiency or error in the Data or Scoring Services arising from incomplete, inaccurate or misleading Customer inputs.

2.5 The Customer shall not:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or

(d) use the Services to provide services to third parties; or

(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

(f) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or

(g) introduce or permit the introduction of, any Virus into the Services or the Supplier’s network and information systems.

2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer, unless expressly agreed between the Parties in an Order.

3. Marketing

3.1 In consideration for the provision of Services under these terms, the Customer agrees:

(a) that the Supplier may use the Customer’s name and brand features in online or offline promotional materials, including in its list of current customers (except during a trial); and

(b) to participate in case studies as reasonably requested by the Supplier from time to time.

4. Services

4.1 The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of these terms.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned or unscheduled maintenance carried out on reasonable advance notice to the Customer.

5. Data protection

5.1 For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

5.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

5.3 The parties have determined that for the purposes of Applicable Data Protection Laws the Supplier may process personal data (the Customer Personal Data) on behalf of the Customer.

5.4 If the Supplier processes Customer Personal Data on behalf of the Customer, it shall, in relation to Customer Personal Data:

(a) process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in these terms, unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;

(b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data;

(c) ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data; and

(f) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 5.4:

(g) Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier.

5.5 The Customer provides its prior, general authorisation for the Supplier to:

(a) appoint processors to process the Customer Personal Data, provided that the Supplier:

(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 5;

(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier;

(b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

6. Supplier’s obligations

6.1 The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

6.2 The Supplier’s obligations at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents.

6.3 The Supplier:

(a) does not warrant that:

(i) the Customer's use of the Services will be uninterrupted or error-free; or

(ii) that the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or

(iii) the Data or the Services will be free from Viruses.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.4 These terms shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.

6.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.

7. Customer’s obligations

7.1 The Customer shall:

(a) provide the Supplier with:

(i) all necessary and reasonable co-operation in relation to these terms; and

(ii) all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) without affecting its other obligations under these terms, comply with all applicable laws and regulations with respect to its activities under these terms;

(c) carry out all other Customer responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of these terms and shall be responsible for any Authorised User’s breach of these terms;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these terms, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in these terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

7.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8. Charges and payment

8.1 The Customer shall pay the Subscription Fees to the Supplier in accordance with these terms.

8.2 Unless otherwise stated in an Order:

(a) Subscription Fees are billed in advance at the start of each Subscription Period;

(b) where the Subscription Period is monthly, Subscription Fees are billed monthly in advance;

(d) the Customer authorises the Supplier, or its appointed payment processor, to charge the Customer’s nominated payment method for the applicable Subscription Fees and taxes in accordance with the Order.

The Supplier may invoice the Customer instead of charging a payment method where stated in an Order.

8.3 If the Supplier has not received payment of any undisputed invoice within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, on no less than 5 Business Days’ notice to the Customer and without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.4 All amounts and fees stated or referred to in these terms:

(a) shall be payable in pounds sterling;

(b) are non-cancellable and non-refundable;

8.5 Upgrades, downgrades, and cancellations take effect at the end of the then-current Subscription Period (monthly or annual), unless otherwise stated in the Order, with no mid-cycle proration unless required by law.

9. Proprietary rights

9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services, including the methodologies, models and scoring logic included in the Services. Except as expressly stated herein, these terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

9.2 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms.

10. Confidentiality

10.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives after the date of these terms in connection with these terms including but not limited to:

(a) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, or plans of the disclosing party; and

(ii) operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisors.

10.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; or

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.

10.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these terms ; or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.

10.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the performance of their obligations under these Terms, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

10.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

10.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

10.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these terms are granted to the other party, or to be implied from these terms.

10.8 On termination of these terms, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party.

10.9 No party shall make, or permit any person to make, any public announcement concerning these terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.10 Except as expressly stated in these terms, no party makes any express or implied warranty or representation concerning its Confidential Information.

10.11 The above provisions of this clause 10 shall survive for a period of two years from termination of these terms.

11. Indemnity

11.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

12. Limitation of liability

12.1 Except as expressly and specifically provided in these terms:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms; and

12.2 Nothing in these terms excludes the liability of either party:

(a) for death or personal injury caused by that party’s negligence; or

(b) for fraud or fraudulent misrepresentation; or

12.3 Subject to clause 12.1 and clause 12.2:

(a) the Supplier shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and

(b) the Supplier’s total aggregate liability to the Customer, in respect of all breaches of duty occurring within any contract year shall not exceed the total amount of the fees paid or payable to the Supplier in the twelve months prior to the claim arising.

12.4 References to liability in this clause 12 include every kind of liability arising under or in connection with these terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.5 Nothing in these terms excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

13. Term and termination

13.1 These terms commence on the date the Customer first accepts them (including via online checkout) and continue for the Subscription Term unless terminated in accordance with this clause.

(a). Where a Trial Subscription Term applies, the Customer will have access to the Services for the duration of the Trial Subscription Term. Unless the Customer cancels in accordance with clause 13.1(b), the subscription will automatically continue into the Initial Subscription Term immediately following the end of the Trial Subscription Term, and the Customer will be charged the applicable Subscription Fees.

(b). The Customer may cancel the subscription up to twenty-four (24) hours before the end of the Trial Subscription Term to avoid being charged. Cancellations made less than 24 hours before the end of the Trial Subscription Term may not prevent the first charge.

(c). Paid subscriptions automatically renew at the end of each Subscription Period for a further Subscription Period unless the Customer cancels before the end of the then-current Subscription Period. Cancellation takes effect at the end of the current Subscription Period, and the Customer will continue to have access to the Services until that time.

(d). Any upgrade or downgrade to a Subscription Plan will take effect at the start of the next Subscription Period unless otherwise agreed in writing. Any corresponding change in Subscription Fees will apply from that next Subscription Period.

13.2 Without affecting any other right or remedy available to it, either party may terminate these terms with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these terms on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of these terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

(d) 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 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;

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) 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 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;

(g) 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 clause 13.2(c) to clause 13.2(f); or

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

13.3 On termination of these terms for any reason:

(a) all licences granted under these terms shall immediately terminate and the Customer shall immediately cease all use of the Services and delete all copies of the Data and confirm within 7 days in writing that deletion has taken place and all copies have been deleted. The Data is watermarked and the Customer acknowledges that if the Supplier has reasonable grounds to suspect that the Data has not been deleted or is being used outside the scope of these terms, then the Supplier may audit the Customer for any non-compliance.

(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of these terms, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. Force majeure

Neither party shall be in breach of these terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate these terms by giving ten days' written notice to the affected party.

15. Conflict

15.1 If there is any conflict between these terms and an Order, the Order shall prevail to the extent of that conflict, but only in respect of the subject matter expressly addressed in the Order (including Subscription Fees, Subscription Period, Subscription Plan entitlements, and any agreed variations).

15.2 Any other variations to these terms must be agreed in writing in accordance with clause 16.

16. Variation

No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Waiver

17.1 A waiver of any right or remedy is only effective if given in writing.

17.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies

Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

19.1 If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.

19.2 If any provision or part-provision of these terms is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Entire agreement

20.1 These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

20.2 Each party acknowledges that in entering into these terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.

20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.

21. Assignment

21.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms.

21.2 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms.

22. No partnership or agency

Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Third party rights

These terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.

24. Counterparts

24.1 These terms may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

24.2 No counterpart shall be effective until each party has provided to the others at least one executed counterpart.

25. Notices

25.1 Any notice given under or in connection with these terms shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or next working day delivery service, or sent by email to the contact details last notified by the relevant party. Acceptance of these terms via an online checkout or order process shall constitute valid acceptance for the purposes of these terms.

25.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

25.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26. Governing law

These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

27. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims).