EULA and General Terms

Please read this End User Licence Agreement (hereafter referred to as “EULA”) carefully before purchasing goods and services from Jayex, as it sets out the terms and conditions upon which Jayex licence its software for use, as well as the General Terms of sale on which Jayex supply goods and services.

By accepting the Jayex quotation for goods and services and purchasing goods and services from Jayex, the Customer hereby accepts the terms and conditions of this EULA and the Service Levels and any separate warranty provided in respect of the Jayex Equipment entitled “Warranty terms and conditions” (as applicable) each of which are incorporated into and form part of this Agreement.

The Customer agrees to be legally bound by the terms and conditions of this Agreement as they may be modified and posted on our website from time to time. The Customer further agrees that the Customer shall procure that the Customer’s employees and any person the Customer authorises to use the software licenced to the Customer will comply with the terms and conditions of this Agreement and the Customer shall be responsible for the acts and omissions of all such persons as if they were the acts and omissions of the Customer.

This Agreement is subject to change without notice – the Customer will be notified via any applicable notification system within the Application of changes which shall take effect from the date stated in the relevant notification or, where no such date is stated, on the date the relevant notification is issued.

1. Contract Term

(a) This Agreement commences on the earlier of (i) the date that the Customer accepts any quote from Jayex for the provision of goods, services and/or Applications or (ii) the date on which Jayex begins to provide any goods or services under or in connection with the terms of this Agreement.

(b) No later than 30 days before the last day of the Initial Licence Period (or any applicable further Licence Period) either Jayex or the Customer may by written notice to the other elect not to renew this Agreement, in which case this Agreement will terminate on the last day of the relevant Licence Period.

(c) Unless notice is received in accordance with clause (b) this Agreement shall automatically be renewed for further Licence Periods.

2. Contacts

(a) Jayex and the Customer will each nominate a person to act as their primary point of contact with each other in relation to the delivery, installation and commissioning of this Agreement (Contact).

3. Services

3.1 Services

Subject to clause 11 and to payment by the Customer of the relevant Services Fees, Jayex will provide the Services specified in quotation that accompanies this EULA and General Terms.

3.2 Installation Services

(a) Jayex will use its reasonable endeavours to install the Jayex Equipment at the Customer Site (as applicable) on the Installation Date but time is not of the essence in respect of either (i) the Installation of the Jayex Equipment or (ii) the provision of any other Services to be provided by Jayex.

(b) Any delays in delivery of the Jayex Equipment to the Customer Site shall not entitle the Customer to refuse to take delivery of the Jayex Equipment or claim damages.

(c) If Jayex is unable to install the Jayex Equipment on the relevant Installation Date then Jayex will arrange another Installation Date.

(d) If the Customer refuses to accept delivery of the Jayex Equipment then except where such refusal is caused by Jayex’s failure to comply with this Agreement, Jayex may store the Jayex Equipment until delivery takes place and Jayex may charge the Customer for all costs and expenses incurred in storing the Jayex Equipment, including insurance costs.

(e) The Customer will perform the Customer Obligations.

(f) The Customer remains responsible for the provision of a safe workplace at all times and must ensure that all activities at the Customer Site are conducted in accordance with all relevant Health and Safety Laws.

(g) While at the Customer Site, Jayex’s Representatives will comply with the Customer’s reasonable site safety, security and occupational health and safety requirements.

(h) The Customer grants to Jayex and its Representatives a right of access to the Customer Site for the purposes of installing, inspecting, maintaining and repairing Jayex Equipment and as otherwise required for the provision of the Services.

(i) For the purposes of this Agreement, the Jayex Equipment is deemed to be delivered as soon as it is unloaded at the Customer’s Site or any other location to which the parties have agreed that the Jayex Equipment will be delivered.

3.3 Internet Connectivity

(a) Subject to payment by the Customer of the relevant Services Fees, Jayex will use reasonable endeavours to ensure the provision to the Customer of Internet Connectivity for the purpose of providing the Services.

(b) Internet Connectivity will be subject to any additional terms of use notified at the time of access, including in relation to privacy and sensitive information transmitted through the web portal and the Service Levels.

(c) The Customer will ensure that only its authorised Representatives are permitted to have Internet Connectivity and will ensure that such authorised Representatives comply at all times with the Customer Obligations under this Agreement in relation to Internet Connectivity.

(d) The Customer acknowledges that Internet Connectivity is reliant on the Customer having an operational and active internet connection at all locations where Applications are used. Jayex will not be deemed to be in breach of this clause 3.3 to the extent that any failure to provide Internet Connectivity is caused or contributed to by a failure of the Customer to maintain a valid and operational internet connection.

3.4 Additional Services

(a) The parties can add Additional Services to this Agreement by requesting and agreeing to Additional Services through notification via e-mail or via formal quotation for Additional Services.

(b) Once an e-mail or quotation for Additional Services has been agreed and accepted by the parties, the Services described in that e-mail or quotation will be provided under the terms of this Agreement, subject to payment by the Customer of the applicable additional Fees and Charges as set out in the e-mail or quotation.

3.5 Support Services

a) Provided the Customer complies with its obligations under this Agreement and subject to clauses 3.5(i) and 3.5(j), Jayex agrees in consideration of the payment of the Services Fees to provide the Support Services as more particularly set out and described in the Service Levels.

(b) Jayex shall provide the Support Services:

(i) In respect of the Jayex Equipment for the duration of any separate written warranty provided by Jayex to the Customer in respect of the Jayex Equipment; and

(ii) In respect of the Applications for the duration of the Licence Periods.

(c) Jayex may in its sole and absolute discretion provide Support Services outside of the time period specified in paragraph (b) above but where Jayex agrees to do so, it will be entitled to charge the Customer in accordance with Jayex’s applicable rates at the relevant time.

(d) Jayex will use reasonable endeavours to provide the Support Services in accordance with its Service Levels but time shall not be of the essence for the provision of the Support Services.

(e) Jayex may provide emergency Support Services outside the hours stated in the Service Levels at its sole discretion. Supply of the emergency Support Services may be conditional on the Customer paying an additional fee to Jayex.

(f) Where Jayex is required to provide Support Services to the Customer, these services will, at the sole option of Jayex, take the form of either (i) telephone advice or (ii) error correction by electronic means (including email or remote access) or (iii) by attendance at the Customer’s Site, in each case (i), (ii) and (iii) in accordance with the Service Levels.

(g) Where the Customer requests Support Services involving alleged errors or defects in the Application, the Customer must provide to Jayex a documented example of the alleged error or defect and send in accordance with the Service Levels.

(h) The Customer will, if requested by Jayex, provide to Jayex a listing of output and any other data Jayex reasonably requires to reproduce operating conditions like those existing when any alleged error or defect in the Application was discovered by the Customer.

(i) For the avoidance of doubt, the Support Services do not include the following which shall be referred to as “Excluded Services”:

(i) correction of errors or defects caused or contributed to by the Customer’s operation of the Application in a manner other than as authorised by Jayex;

(ii) correction of errors or defects caused or contributed to by the misuse or neglect of the Applications of Jayex Equipment by the Customer;

(iii) rectification of fair and reasonable wear and tear in respect of the Jayex Equipment as determined by Jayex acting reasonably and in good faith;

(iv) correction of errors or defects caused or contributed to by any failure by the Customer to install the latest Update in respect of the Applications;

(v) any errors or defects caused or contributed to by any Force Majeure Event;

(vi) correction of errors or defects caused or contributed to by modification, revision, variation, translation or alteration of the Application not authorised by Jayex;

(vii) correction of any errors or defects caused by any virus, Trojan, malware, freeware or any other form of malicious computer code, howsoever introduced;

(viii) correction of errors or defects caused or contributed to by the use of the Application by a person not authorised by Jayex;

(ix) correction of errors caused in whole or part by the use of software other than the Application or by using the Application or the Jayex Equipment in conjunction with any Third Party Software;

(x) correction of errors or defects which, in the opinion of Jayex, were caused or contributed to by the failure of the Customer to provide suitably qualified and adequately trained staff to operate the Application;

(xi) correction of errors or defects caused or contributed to / by any deliberate or reckless damage caused to the Jayex Equipment or Applications by any person other than Jayex’s employees, workers, agents, consultants or sub-contractors;

(xii) any damage, errors or defects caused or contributed to / by any failure of the Customer to comply with the Customer Obligations;

(xiii) correction of any downtime in the Application resulting from any routine or planned or scheduled maintenance or update of the Application; and/or

(xiv) correction of any defect or errors caused or contributed to by any failure or downtime of the Customer’s utilities including internet connection, telephone lines or electricity.

(j) If Jayex attends the Customer’s premises to provide any Support Services and any error or fault reported by the Customer is caused by anything other than an actual fault or error in the Jayex Equipment or Applications (matters which do not constitute an error or fault in the Jayex Equipment or Applications include but are not limited to failure by the Customer to set up the Jayex Equipment and Applications properly and to ensure adequate power supply to the Jayex Equipment) then Jayex shall be entitled to charge the Customer for such visit at its then applicable rates.

(k) Where requested by the Customer, Jayex may in its absolute discretion provide Support Services in respect of the Excluded Services but additional fees may be charged by Jayex to the Customer at the rates stipulated by Jayex from time to time.

(l) The Customer agrees that Jayex may from time to time, with reasonable prior notice to the Customer, remotely access the Jayex Equipment and any applications (including but not limited to the Applications) installed on the Jayex Equipment to assess the status of the Jayex Equipment and/or to provide the Support Services. The Customer hereby grants its express consent to Jayex to remotely access the Jayex Equipment and the Applications for the purposes set out in this Agreement. If the Customer refuses or is unable to grant remote access to the Jayex Equipment or the Applications then Jayex shall not be deemed to be in breach of this Agreement or any Service Levels to the extent that it is unable to comply because of the Customer’s failure to grant remote access as required by this clause.

(m) Where Microsoft™ Operating System is supplied, system automatic updates will be enabled. Jayex will not be held responsible for downtime caused by failure of such updates. It is the Customer’s responsibility to maintain Microsoft™ environment. Where the hardware and Operating System is provided by Jayex, and the product is covered by warranty, Jayex will maintain the relevant licenced software and relevant antivirus software supplied with the Jayex Equipment.

3.6 Application Updates

(a) Provided the Customer complies with its obligations under this Agreement, Jayex agrees to make available to the Customer during the term of this Agreement any Updates published by Jayex from time to time, subject to the following conditions:

(i) Jayex does not warrant that any Updates will be released during the Licence Period.

(ii) Jayex’s obligations to provide Updates relate only to the Application, and not to any hardware or Third-Party Software used in conjunction with the Application, nor to the extent the Application has been modified by the Customer in breach of the Customer Obligations.

3.7 Customer Obligations

(a) The Customer Obligations are as follows:

(i) To not copy any part of any Application;
(ii) To not modify any part of any Application or merge or combine it with any other computer programme;

(iii) To not sell or in any way dispose of all or part of the Applications or grant any rights over any party of the Application to any third party;

(iv) To not disassemble, decompile, reverse translate or in any other manner decode the Applications, except as permitted by Law;

(v) To treat all Jayex Equipment with reasonable skill and care;

(vi) To not disassemble, replace, or amend any components of the Jayex Equipment.

(vii) To use the Applications and the Jayex Equipment only in accordance with Jayex’s instructions from time to time;

(viii) To take account of and implement within any time scales stipulated by Jayex, any instructions provided by Jayex from time to time in respect of the use of the Applications and the Jayex Equipment;

(ix) To provide at its own cost all assistance reasonably requested by Jayex in respect of the Support Services and (where applicable) any Additional Services, including to allowing access by Jayex and its employees and agents to any of the Customer’s premises and allowing Jayex to remotely access the Applications;

(x) To ensure that the Jayex Equipment is stored in a safe and secure location and in appropriate conditions; and

(xi) Prior to any attendance by Jayex or its employees or agents at any of the Customer’s premises, to inform Jayex of all health and safety requirements applicable to each of its premises.

3.8 Non-solicitation

(a) The Customer shall not, without the prior written consent of Jayex, at any time during the term of this Agreement until the expiry of 12 months after the termination or expiry of this Agreement, solicit or entice away from Jayex or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Jayex in the provision of the Services.

(b) The obligations at clause 3.8(a) apply to all direct and indirect actions of the Customer and any of the Customer’s Group Companies and the actions of its or any of its Group Companies’ respective directors, agents, employees, contractors and consultants and any person acting on behalf of the Customer or its Group Companies.

(c) The consideration in respect of the covenants contained within this clause 3.8 is included within the Fees and Charges.

(d) Nothing in this clause 3.8 applies to the advertising of any jobs on the open market and the acceptance by the Customer of any applicant who responds to a job advertisement placed on the open market.

4. Increases in Services Fees

Without prejudice to Jayex’s rights under clause 11, no later than 30 days prior to the end of the Initial Licence Period, and of any extended Licence Period if this Agreement continues in accordance with clause 1(c), Jayex reserves the right to make changes to annual fees charged including support, licence and warranties. Upon renewal all agreements are subject to an annual increase based on the Retail Price Index (RPI) published by the Office of National Statistics.

Jayex will give the Customer at least 30 days’ notice in writing of:

(i) any price increase of your service, or

(ii) any other price increase which is likely to be to your material disadvantage unless the price change is required for legal or regulatory reasons.

If the Customer does not agree with the varied Services Fees notified by Jayex, the Customer may terminate this Agreement by giving Jayex written notice in accordance with clause 1.

5. Invoices and Payment

5.1 Rendering invoices

Jayex may render invoices in accordance with clause 5.3.
5.2 Set-off

Jayex may set off or deduct from any monies due to the Customer all or any part of any monies owed by the Customer to Jayex for any reason.

5.3 Payment

(a) Unless agreed otherwise in writing by Jayex, Jayex may invoice the Customer for the

(i) Licence Fees and the Services Fees on or around (i) the start of the Initial Licence Period and (ii) the start of any Licence Period thereafter;

(ii) Installation Fees and Equipment Fees on or around the Installation of the Jayex Equipment; and

(iii) In respect of (i) any Additional Services and (ii) any New Integration Fee and (iii) any sums payable pursuant to clause 11(c)(ii), in each case at such times as determined by Jayex from time to time.

(b) The Customer will pay invoices properly rendered by Jayex :

(i) Within 30 days of the date of all invoices raised pursuant to (i) clause 5.3(a)(i) and which relate to the Initial Licence Period and (ii) clause 5.3(a)(ii); and

(ii) and within 14 days of the date of all invoices raised pursuant to (i) clause 5.3(a)(i) and which relate to any Licence Period other than the Initial Licence Period, and (ii) clause 5.3(a)(iii).

(d) If any payment is past the due date, the Customer must pay Jayex on demand default interest at the Interest Rate on all overdue amounts calculated daily and payable together with the overdue amount. All payments made by the Customer will first be applied to accrued interest.

(e) Jayex may without liability to the Customer suspend the provision of Services (including access to the Applications and the licence granted pursuant to clause 17.2) if the Customer fails to pay to Jayex any sum due under this Agreement and theamount is outstanding 14 days or more beyond the due date for payment. The suspended Services will be resumed when the payment arrears have been cleared.

6. Customer to supply

The Customer is responsible, at its own cost, for sourcing any electricity required for the use of the Jayex Equipment and any hardware, software and services (including ISP services) required to access the internet on which the Internet Connectivity is granted.

7. Regulatory requirements

The Customer is responsible, at its own cost, for obtaining any permits, approvals or licences that are necessary or required by any Law for the performance of any work required at the Customer Site under this Agreement.

8. Subcontracting

Jayex may sub-contract with third parties to undertake the Installation of the Jayex Equipment or the provision of the Services.

9. Warranties

(a) Jayex warrants that it will provide the Services with reasonable care and skill but does not warrant or represent that the Services will be provided without fault, error or disruption.

(b) Jayex may provide warranties in respect of the Jayex Equipment but this is at Jayex’s sole and absolute discretion. Any warranties provided by Jayex in respect of the Jayex Equipment will be subject to separate agreements between the parties and may be conditional on payment of further fees by the Customer.

10. Limitations and exclusions

(a) Nothing in this clause 10 excludes or limits the liability of Jayex for:

(i) Death or personal injury caused by the negligence of Jayex; or

(ii) Fraud or fraudulent misrepresentation; and

(iii) Any other liability which cannot be excluded or limited by Law.

(b) Subject to clauses 10(a),10(d) and 10(e) and to the extent permitted by Law, Jayex’s maximum liability in any Licence Period for any action or Claim arising in the relevant Licence Period and which arises under or in connection with this Agreement, whether arising out of breach of contract, in tort (including negligence), under statute, under an indemnity or otherwise will be limited to 100% of the Fees and Charges paid or payable by the Customer in respect of the relevant Licence Period.

(c) For the purposes of clause 10(b), any action or Claim which arises under or in connection with this Agreement after it has terminated or expired shall be deemed to have arisen on the day immediately preceding the effective date of termination or expiry of this Agreement.

(d) Jayex shall not be liable to the Customer whether for breach of contract, in tort (including negligence) for breach of statutory duty, under an indemnity or otherwise for:

(i) any indirect, special or consequential loss or damage suffered or incurred by the Customer arising under or in connection with this Agreement; or

(ii) any pure economic loss, loss of opportunity, loss of data, loss of profit or revenue.

(e) To the extent permitted by Law, all warranties, terms and conditions which save for this clause would be implied by use, statute or otherwise are excluded including those terms implied by sections 13-15 (inclusive) of the Sale of Goods Act 1979 and sections 3-5 (inclusive) of the Supply of Goods and Services Act 1982.

(f) Subject to the Customer’s rights under clause 12 and subject to clause 15.1(b)(iii), If the Jayex Equipment or the supply of Services by Jayex is not in accordance with the terms of this Agreement then the Customer’s sole and exclusive remedy shall be as follows:

(i) in relation to Jayex Equipment, to one or more of the following (at Jayex’s sole election):

(A) replacement of the Jayex Equipment or the supply of goods which perform materially the same functionality as the Jayex Equipment;

(B) the repair of the Jayex Equipment;

(C) the payment of the reasonable costs to the Customer of replacing the Jayex Equipment with goods which are materially similar to the Jayex Equipment to the extent that such costs exceed the Equipment Fee; or

(D) the payment of the reasonable costs to the Customer of having the Jayex Equipment repaired

(ii) in relation to Services, to one or more of the following (at Jayex’s sole election):

(A) supplying the relevant Services again; or

(B) the payment of the reasonable costs to the Customer of having the Services supplied again to the extent that such costs exceed the relevant Services Fee payable in respect of the relevant Services.

11. Change in Law or Third-Party Software

(a) If a Change in Law occurs after the Services Start Date, Jayex may, by notice to the Customer, vary the Fees and Charges payable by the Customer under this Agreement to reasonably reflect any increased cost incurred by Jayex in the performance of its obligations under this Agreement.

(b) For the purposes of paragraph (a), a “Change in Law” means the introduction of a new Law, any amendment to or change in application of an existing Law or the removal of an existing Law that has the effect (directly or indirectly) of increasing Jayex’s costs in connection with the performance of its obligations under this Agreement.

(c) If the Customer proposes to change any system, software or hardware which is provided by a third party or the Customer and which is either integrated with or connected to the Application or on which the Application is reliant (in whole or in part) to run and function properly (including but not limited to practice/clinical management systems (“Third Party Software”)) during the term of this Agreement:

(i) the Customer must notify Jayex in writing no later than 20 Business Days prior to replacing or amending the Third Party Software;

(ii) Jayex shall use reasonable endeavours to ascertain whether the Applications can be integrated with the new Third Party Software provided that Jayex may charge the Customer for any work carried out under this clause 11(c)(ii) in accordance with Jayex’s day rates applicable at the relevant time;

(iii) where Jayex determines (acting reasonably) that the Services may be integrated with the new Third Party Software without undue impact on Jayex’s business, Jayex will within 5 Business Days notify the Customer of any integration fee payable (if any) for the integration with the new Third Party Software with the Application (New Integration Fee);

(iv) the Customer must advise Jayex within 5 Business Days of being advised of a New Integration Fee, whether it:

(A) accepts the New Integration Fee, in which case the New Integration Fee is payable in addition to all other Services Fees payable under this Agreement;

(B) rejects the New Integration Fee, in which case Jayex may in its sole and absolute discretion either:

(1) terminate this Agreement with immediate effect by providing written notification to the Customer, or if later, with effect from the date the Customer changes the Third Party Software;

(2) allow this Agreement to continue provided that Jayex shall have no further duty to provide any further Support Services or any services to integrate the Applications with the new Third Party Software unless and until the parties agree on the fees payable by the Customer for such services.

(d) If Jayex determines (acting reasonably) that the Services cannot be integrated with the new Third Party Software without undue impact on Jayex’s business, Jayex may immediately terminate this Agreement by written notice to the Customer.

(e) If this Agreement is terminated pursuant to clause 11(c)(iv)(b) or clause 11(d), Jayex may render an invoice for the outstanding Services Fees that would be payable for the remainder of the relevant Licence Period (if any) if this Agreement had not been terminated prior to the end of the relevant Licence Period.

(f) The Customer acknowledges that where it has subscribed for Applications or Services, Jayex will suffer loss if this Agreement were terminated prior to the end of the Initial Licence Period, unless Jayex can recover the Licence Fee for the full Initial Licence Period and Jayex is under no obligation to return any Services Fees paid in relation to Initial Licence Fee due to early termination.

12. Termination

(a) Jayex may terminate this Agreement immediately by giving written notice to the Customer if the Customer:

(i) fails to perform the Customer Obligations irrespective of whether such failure constitutes a material breach of this Agreement;

(ii) fails to pay to Jayex any sum due under this Agreement and the amount is outstanding 14 days or more beyond the due date for payment;

(iii) breaches any term of this Agreement other than a breach of the Customer Obligations and if the breach is capable of remedy, fails to remedy the breach within 14 days of receiving a notice requiring it to be remedied;

(iv) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(v) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

(vi) the Customer is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;

(vii) the Customer’s financial position deteriorates to such an extent that in Jayex’s opinion the Customer’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or

(viii) There has been a change of control of the Customer (where “control” shall have the meaning ascribed to it in section 1124 of the Corporation Tax Act 2010).

(b) Where Jayex or a Financier arranges for a substitute service provider, the Customer will execute a deed of novation in a form reasonably required by Jayex or the Financier.

(c) Termination of this Agreement is without prejudice to any rights accrued by a party prior to the date of termination.

(d) On termination or expiry of this Agreement:

(i) the Customer shall immediately pay to Jayex all of Jayex’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Jayex shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(ii) the provisions of clause 17.3 shall apply; and

(iii) all terms of this Agreement (including the licence granted to the Customer by virtue of clause 17.2) shall immediately terminate (including the licence granted pursuant to clause 17.2) except for the following clauses which shall survive the termination or expiry of this Agreement: clauses 3.7, 3.8, 5.2, 5.3(d), 10, 12(d), 14, 15.2, 16, 17.1, 17.3, 18(i), 19-22 (inclusive).

13. Force Majeure

(a) If a party is substantially unable to perform its obligations (other than an obligation to pay money) under this Agreement because of a Force Majeure Event, the affected obligations are suspended for a period that is required to overcome the effect of the Force Majeure Event.

(b) Either party may terminate this Agreement immediately by giving written notice to the other party if the other party is substantially prevented from performing its obligations by a Force Majeure Event for 90 days or more.

14. Goods and services tax (VAT)

(a) Any reference in this Agreement to any monetary amount is a reference to that amount exclusive of VAT.

(b) If a VAT Amount is payable on the supply of any goods or services made by Jayex under this Agreement, then the Customer must pay that VAT Amount at the prevailing rate.

15. Jayex Equipment and Risk and title

15.1 Supply of Jayex Equipment

(a) Jayex shall supply and the Customer shall purchase the Jayex Equipment on the terms of this Agreement;

(b) In the event that any of the Jayex Equipment is not in accordance with the terms of this Agreement or any warranty provided by Jayex in respect of the Jayex Equipment then:

(i) The Customer shall notify Jayex in writing as soon as becoming aware of any such matter;

(ii) The Customer shall allow Jayex the opportunity to inspect the relevant Jayex Equipment; and

(iii) Where any such failure is caused or contributed to by the Customer failing to comply with the Customer Obligations or any matter referred to as an Excluded Service (to the extent such matters relate to Jayex Equipment) then Jayex shall have no responsibility or liability to the Customer in respect of such Jayex Equipment.

(c) The Customer may request Jayex Equipment from Jayex at any time however Jayex shall be under no obligation to provide any Jayex Equipment until the nature of the Jayex Equipment to be provided and the price for such Jayex Equipment has been agreed by the parties.

(d) Once an e-mail or quotation for Jayex Equipment has been agreed and accepted by the parties, the Jayex Equipment described in that e-mail or quotation will beprovided under the terms of this Agreement, subject to payment by the Customer of the applicable Fees and Charges as set out in the e-mail or quotation.

(e) Any quotes provided by Jayex will remain open for acceptance for a period of 60 days from the date of the relevant quote.

5.2 Risk and title

(a) The risk in the Jayex Equipment shall pass to the Customer on delivery of the Jayex Equipment (as determined in accordance with clause 3.2(i)).

(b) Title to the Jayex Equipment shall not pass to the Customer until Jayex receives payment in full (in cash or cleared funds) for the Jayex Equipment in respect of which payment has become due, in which case title to the relevant Jayex Equipment shall pass at the time of payment.

(i) Store the Jayex Equipment separately from all other equipment held by the Customer, so that they remain readily identifiable as Jayex’s property;

(ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Jayex Equipment;

(iii) maintain the Jayex Equipment in satisfactory condition and keep them insured against all risks for their full price on Jayex’s behalf from the date of delivery; and

(iv) notify Jayex immediately if it becomes subject to insolvency, is the subject of a petition for creditor protection or a petition in bankruptcy or of any other proceedings under bankruptcy, insolvency or similar laws that makes an assignment for the benefit of creditors (or any event occurs, or proceeding is taken, with respect to the other party that has an effect equivalent or similar to any events mentioned in this clause).

(d) If before title to the Jayex Equipment passes to the Customer, the Customer becomes subject to any of the events listed in 15 (c) (iv), then, without limiting any other right or remedy it may have, Jayex may at any time:

(i) Require the Customer to deliver up all Jayex Equipment in its possession which have not been resold, or irrevocably incorporated into another product; or

(ii) Enter any premises of the Customer or of any third party where the Jayex Equipment is stored to recover them.

16. Confidentiality

16.1 Disclosure of Confidential Information

No Confidential Information of a party (Disclosing Party) may be used or disclosed by the party receiving the Confidential Information (Receiving Party) to any person except:

(a) to Representatives of the Receiving Party requiring the Information for the purposes of this Agreement;

(b) with the written consent of the Disclosing Party which consent may be given or withheld in its absolute discretion;

(d) if the Receiving Party is required to do so in connection with legal proceedings relating to this Agreement.

16.2 Disclosure by recipient of Confidential Information

Any party disclosing Confidential Information under clauses 16.1(a) or 16.1(b) must use all reasonable endeavours to ensure that persons receiving Confidential Information from it do not disclose the Information except in the circumstances permitted in clause 16.1.

16.3 Use of Confidential Information

A Receiving Party must not use Confidential Information of the Disclosing Party except to the extent necessary for the purposes of exercising its rights or performing its obligations under this Agreement.

16.4 Excluded Information

Clauses 16.1 and 16.3 do not apply to the Excluded Information.

16.5 Return of Confidential Information

A Receiving Party must, on the request of the Disclosing Party, promptly deliver to the Disclosing Party all documents or other materials containing or referring to the Confidential Information of the Disclosing Party in its possession, power or control or in the possession, power or control of persons who have received Confidential Information from it under clauses 16.1(a) or 16.1(b) except where the Receiving Party is permitted by this Agreement to retain and use such Confidential Information.

16.6 No disclosure of terms of this Agreement

Except as otherwise agreed or duly required by Law, by any regulatory authority, or by any government agency, no party will disclose the terms of this Agreement to any person other than its employees, accountants, auditors, financial advisers or legal advisers on a confidential basis.

17. Intellectual Property

17.1 Jayex IP

(a) All Intellectual Property owned or created by Jayex including the Jayex Data Reports (Jayex IP) is and will remain the sole and exclusive property of Jayex and except for the rights of access and usage conferred on the Customer under clause 17.2 the Customer does not obtain any right, title, or interest in or to, any Jayex IP.

(b) Without limiting paragraph (a), the Jayex IP includes all Intellectual Property in and to any Jayex Equipment, the Applications, the Services and any other web based services provided by Jayex under or in connection with this Agreement.

(c) All drawings, illustrations, specifications and other literature and materials for or relating to the Jayex Equipment or the Services and whether supplied by or on behalf of Jayex to the Customer remain the exclusive property of Jayex and must not be transferred to any other party without the previous written consent of Jayex other than as expressly permitted by clause 17.2.

(d) The Customer will not use, reproduce or impart any such Information to any third party without the previous written consent of Jayex, except as expressly permitted by clause 17.2.

(e) If the Customer becomes aware of any Claim, accusation, assertion or any other suggestion that any of the Jayex IP or the Jayex Equipment, materials or any of the Services infringes the Intellectual Property rights of any third party then:

(i) The Customer shall immediately notify Jayex, giving Jayex as much detail as is known to the Customer;

(ii) The Customer shall allow Jayex to have full conduct of any related matters including the negotiation, conduct of and settlement or any proceedings;

(iii) The Customer shall at its own cost provide Jayex with such assistance as Jayex reasonably requires in respect of any such matter.

(f) The Customer shall enter into such further agreement requested by Jayex in the form requested by Jayex to give full effect to the provisions of this clause 17.1.

17.2 Jayex IP Licence

(a) In consideration of and subject to the payment of the Licence Fee, Jayex grants to the Customer a non-exclusive, non-transferrable, non-assignable, non-sub-licensable, terminable licence for the duration of this Agreement to access and use the Application only for the purposes of obtaining the benefit of the Services and only at the Customer Site. The use of the Applications by the Customer shall be limited to its use in object form and the Customer may not make any copies of the Application and shall only use the Applications for the internal business purposes of the Customer.

(b) The licence granted under paragraph (a) excludes commercial exploitation of any nature.

17.3 Return of Jayex material

Other than materials owned by the Customer or expressly licenced under this Agreement beyond the Licence Period in accordance with clause 17.2, all material, documents, drawings and Information in any form whatsoever containing any Jayex IP or Confidential Information of Jayex must at the Customer’s sole cost and expense be returned to Jayex either on termination (for whatever reason) or expiry of this Agreement or earlier, at Jayex’s request.

18. Data Protection

(a) In this clause, the terms “process”, “processes”, “processing”, “personal data”, “data processor”, “data controller”, and “data subject” shall have the meaning given in the Data Protection Act 1998, or the GDPR when it comes into force.

(b) Each party undertakes to comply with its obligations under relevant Data Protection Laws. To the extent that personal data is processed using Applications, the parties acknowledge that Jayex is a data processor, and the Customer is the data controller and the parties shall comply with their respective obligations under the Data Protection Laws. Jayex agrees that it will only process personal data on behalf of, and in the name of, the Customer.

(c) Where Data is processed by Applications, Jayex confirms that it merely acts as a data processor, will only process Data in accordance with the instructions of the data controller; and has taken, as well as its subcontractors, licensors and hosts, sufficient technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to personal data, having regard to the state of technological development and cost of implementing any measures, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.

(d) Where Jayex processes any personal data which is provided to it by the Customer then:

(i) Jayex shall process that personal data only on the written instructions of the Customer unless Jayex is required by the laws of any member of the European Union or by the laws of the European Union applicable to Jayex to process personal data (Applicable Laws). Where Jayex is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, Jayex shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Jayex from so notifying the Customer;

(ii) Jayex shall ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

(iii) the Customer shall ensure that the Customer is lawfully entitled to transfer the relevant personal data to Jayex so that Jayex may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer’s behalf;

(iv) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection laws;

(v) Jayex shall process the personal data only in accordance with the terms of this Agreement, as is reasonably required to perform the Services, and any lawful instructions reasonably given by the Customer from time to time; and

(vi) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage and, where applicable the parties will comply with the requirements of Article 32 of the GDPR;

(vii) Jayex shall not engage any third party to process any personal data unless the Customer gives its written consent to the appointment of such third party. Where Jayex engages a third party to process personal data, it will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 18;

(viii) where applicable, Jayex shall at the Customer’s cost and expense assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the Information available to Jayex;

(ix) where applicable, taking into account the nature of the processing, Jayex shall (at the Customer’s cost and expense) assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customers obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;

(x) Jayex shall at the cost of the Customer, (i) make available to the Customer all Information necessary to demonstrate compliance with the obligations laid down in this clause 18 and (ii) allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer;

(xi) Jayex shall at the cost of the Customer, (i) make available to the Customer all Information necessary to demonstrate compliance with the obligations laid down in this clause 18 and (ii) allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer;

(xii) the parties shall enter into such further agreement as may be required by the GDPR in respect of the scope, nature, purpose, duration of processing of personal data and the types of personal data to be processed. Subject to compliance with the requirements of the GDPR such agreement shall be in the form reasonably required by Jayex.

(e) Personal data supplied to Jayex will only be used to administer the Customer’s account and to provide the goods and services the Customer has requested from Jayex. From time-to-time Jayex will contact the Customer with details of other goods, services and offers Jayex provides. By accepting Jayex quotation, the Customer consents to Jayex contacting it by post, e-mail, telephone and text message for this purpose.

(f) By accepting Jayex quotation, the Customer consents to Jayex passing on its details onto other companies who Jayex uses to fulfil the Customer’s order/requirements.

(g) the Customer may withdraw its consent at any time by: visiting Jayex website www.jayex.com; by sending an e-mail to operations@jayex.com.

(h) The Customer acknowledges that Jayex is reliant on the Customer for direction as to the extent to which Jayex is entitled to use and process any personal data comprised within the personal data supplied to Jayex by the Customer. Consequently, Jayex will not be liable for any Claim brought by a data subject arising from any action or omission by Jayex, to the extent that such action or omission resulted from the Customer’s directions or failure to provide directions.

(i) The Customer hereby agrees to indemnify on demand Jayex and defend Jayex at the Customer’s own expense from and against all losses, costs, claims, demands, damages and expenses suffered or incurred by Jayex or for which Jayex becomes liable arising out of or in connection with any failure by the Customer or its employees or agents to comply with this clause 18.

19. Dispute Resolution

19.1 Negotiation

(a) A party (Initiating Party) claiming that a dispute has arisen must give the other party (Recipient Party) a notice setting out brief details of the dispute (Dispute Notice). Within 5 Business Days of service of a Dispute Notice, the Recipient Party must give the Initiating Party a notice setting out brief details of the Recipient Party’s position on the dispute (Reply Notice).

(b) If Dispute and Reply Notices are given, senior Representatives of each party will enter into good faith discussions with the objective of settling the dispute. At least one

meeting of these senior Representatives must take place within 10 Business Days of service of a Reply Notice.

19.2 No proceedings

(a) Except in cases where it seeks urgent interlocutory relief, each party agrees that it will not commence any legal proceedings or take any other action in relation to a dispute, without first following the procedures set out in clause 19.1.

(b) Nothing in this clause 19 will prevent a party from exercising any of its other rights under this Agreement.

20. Notices and other communications

20.1 Form – all communications

Unless any other means of serving a notice is expressly stated in this Agreement, all notices in connection with this Agreement must be:

(a) in writing;

(b) signed by the sender (if an individual) or an authorised officer of the sender; and

(c) marked for the attention of the Account Manager as identified in the details of the quotation (for delivery to Jayex) and Customer’s contact details as stated on the quotation (for delivery to the Customer); or if the recipient has notified otherwise, then marked for attention in the way last notified.

20.2 Delivery

(a) Communications must be:

(i) left at the address, set out on the quotation under delivery address (for delivery to the Customer) and Jayex’s address as stated on the quotation (for delivery to Jayex);

(ii) sent by prepaid ordinary post (airmail if appropriate) to the address set out on the quotation under delivery address (for delivery to the Customer) and Jayex’s address as stated on the quotation (for delivery to Jayex), or any correspondence address specified on the Customer’s purchase order;

(iii) by electronic mail.

(b) If the intended recipient has notified a changed address, then communications must be to that address.

20.3 When effective

Communications take effect from the time they are received or taken to be received under clause 20.4 (whichever happens first) unless a later time is specified.

20.4 When taken to be received

Communications are taken to be received:

(a) if sent by post, three days after posting (or seven days after posting if sent from one country to another); or

(b) if left at the address of a party, on signature of a delivery receipt; or

20.5 Receipt outside business hours

Despite clauses 20.3 and 20.4, if communications are received or taken to be received after 5.00pm in the place of receipt or on a non-Business Day, they are taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.

21. General

21.1 Entire agreement

This Agreement sets out the entire agreement between Jayex and the Customer in relation to its subject matter. To the extent permitted by Law, Jayex excludes from this Agreement and accepts no liability for or in respect of any representation, statement or recommendation made, or advice or assistance given by Jayex except as expressly set out in this Agreement.

21.2 No partnerships

Nothing contained or implied in this Agreement constitutes a party the partner, agent, or legal representative of the other party for any purpose or creates any partnership, agency or trust, and neither party has any authority to bind the other party in any way.

21.3 Assignment and novation

(a) The Customer may not assign, novate or otherwise deal with its rights under this Agreement (fully or partially) or allow any interest in them to arise or be varied in each case, without the consent of Jayex.

(b) Jayex may assign or novate its rights and obligations under this Agreement (partially or fully) to an alternative service provider or to any person nominated by a Financier. The Customer will, at the request of Jayex or a Financier, promptly do all things reasonably required by Jayex or the Financier to affect such assignment or novation, including executing relevant documents such as a deed of novation (as applicable).

21.4 Remedies cumulative

The rights and remedies provided in this Agreement are in addition to other rights and remedies given by Law independently of this Agreement.

21.5 Variation and waiver

A provision of this Agreement or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.

21.6 Indemnities
The indemnities in this Agreement are continuing obligations, independent from the other obligations of the parties under this Agreement and continue after this Agreement ends. It is not necessary for a party to incur expenses or make payment before enforcing a right of indemnity under this Agreement.

21.7 Costs
The parties agree to pay their own legal and other costs and expenses in connection with the preparation, execution and completion of this Agreement and other related documentation.

21.8 Governing law
This Agreement and its conditions, 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 construed in accordance with the laws of England and Wales.

21.9 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 the Contract or its subject matter or formation (including non-contractual disputes or claims).

22. Interpretation

22.1 Definitions

In this Agreement, the following meanings apply:

Additional Services means any additional services performed by Jayex as set out in an additional quotation.
Agreement means this EULA and General Terms constituted as described in clause 22.2.
Agreement Date means the date of invoice for goods and services.
Application or Applications means each application or piece of software, including any Updates, developed by Jayex or its related entities and which is provided to the Customer under this Agreement.
Business Day means a day other than a Saturday, Sunday or public holiday in England.
Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at Law, in equity, under statute or otherwise.
Confidential Information means all Information disclosed to the Receiving Party by the Disclosing Party, or Information disclosed by another party which the Disclosing Party is required to keep confidential, including:
(a) Information relating to the business processes, clients, customers, methods, techniques, know-how of the Disclosing Party;
(b) Information which, either orally or in writing, is designated or indicated as being the proprietary or Confidential Information of the Disclosing Party or any of Group Companies or a third party to whom the Disclosing Party owes an obligation of confidentiality;
(c) Information derived or produced partly or wholly from the Information including any calculation, conclusion, summary or computer modelling; and
(d) Information which is capable of protection at Law or in equity as Confidential Information
whether the Information was disclosed:
(e) orally, in writing or in electronic or machine readable form;
(f) before, on or after the date of this Agreement; or
(g) by the Disclosing Party, by any of its Group Companies, by any of their Representatives or by any other person.
Contact has the meaning given in clause 2(a).
Customer means the Customer identified or specified on the delivery address on the quotation.
Customer Contact means the person specified as the contact on the quotation fulfilling the role of Contact for the Customer as described in clause 2.
Customer Obligations means the performance by the Customer of its obligations as specified at clause 3.7 and elsewhere in this Agreement.
Customer Site means the Customer’s site for the Installation of Jayex Equipment, as described as the delivery address on the quotation.
Data means all data of whatever nature generated by or through the Application or otherwise in the course of provision by Jayex of the Services, all modifications to and representations of any such Data.
Data Protection Laws means (i) for so long as the GDPR is not directly applicable in the UK, the Data Protection Act 1998 or such other replacement or successor legislation or (ii) the GDPR for so long as it is directly applicable in the UK and in each case (i) and (ii) including all other national and European laws, regulations, secondary legislation, codes, directives, legally binding guidance and legally binding decisions, to the extent that such have effect in the United Kingdom.
Disclosing Party has the meaning given in clause 16.1.
Encumbrance means any mortgage, lien, charge, pledge, assignment by way of security, security interest, title retention, preferential right or trust arrangement, Claim, covenant, profit a prendre, easement or any other security arrangement or any other arrangement having the same effect.
Equipment Fee means the fee payable by the Customer to Jayex for the Jayex Equipment as set out in any quotation provided by Jayex to the Customer.
Excluded Information means Information which:
(a) is in or becomes part of the public domain otherwise than through breach of this Agreement or an obligation of confidence owed to the Disclosing Party or any Group Companies of the Disclosing Party; or
(b) the Receiving Party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the Disclosing Party, by any of its Group Companies, or by any of their Representatives (unless such knowledge arose from disclosure of Information in breach of an obligation of confidentiality); or
(c) the Receiving Party acquires from a source other than the Disclosing Party, any of its Group Companies, or any of their Representatives, where such source is entitled to disclose it.
Fees and Charges means the fees and charges payable by the Customer for Services (including where applicable Additional Services) and Jayex Equipment under this Agreement including the Installation Fee, Services Fees, Equipment Fee and Installation Fee.
Financier means any person with any interest in or Encumbrance over any Jayex Equipment to which Jayex has consented.
Force Majeure Event means any event or circumstance that is outside the reasonable control of a party and includes acts of gods, sabotage, terrorism, war, invasion and any Change in Law which means that the cost of delivering Services becomes unviable for Jayex.
GDPR means the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation in respect of the General Data Protection Regulation, in each case as amended or updated from time to time.
General Terms means these clauses 1 to 22.
Health and Safety Laws means to the extent applicable to the Customer all laws, statutes, regulations, subordinate legislation, common law and other national, international, European Union laws, judgments, decisions and injunctions of any court or tribunal, and legally binding codes of practice and guidance notes to the extent that they relate to or apply to the health and safety of any person.
Information means all information regardless of its form.
Initial Licence Period means the period of 12 months from and including the Service Start Date and expiring on the day immediately preceding the first anniversary of the Service Start Date.
Installation means the installation and commissioning by Jayex of Jayex Equipment at a Customer Site (as applicable).
Installation Date means the date for Installation agreed between the Customer and Jayex or otherwise arranged by Jayex in accordance with clause 3.2(c).
Installation Fee means the fee payable for Installation of the Jayex Equipment as specified in the quotation.
Installation Services means the services provided by Jayex in conducting the Installation (as applicable).
Intellectual Property (IP) means all patents, copyright, moral rights, registered designs, registered and unregistered trademarks, trade secrets, know-how and confidential information and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.
Interest Rate means the rate per annum of 8% above the Bank of England base rate from time to time.
Internet Connectivity means access to the Application through a web portal.
Jayex means Jayex Limited, 2 Claridge Court, Lower Kings Road, Berkhamsted, HP4 2AF, England. Registered in England, Company No. 15843905.
Jayex Contact means the person specified as Account Manager on the quotation fulfilling the role of Contact for Jayex as described in clause 2, or an assigned fulfilment officer designated to fulfil delivery, Installation and commissioning of Jayex goods and services.
Jayex Data Reports means the reports that Jayex provides from time to time to the Customer which are outputs of the Services, including reports generated via Internet Connectivity by Jayex or by the Customer.
Jayex Equipment means the touchscreen, digital signage systems or any other Jayex goods to be installed by Jayex as specified in the quotation to the Customer and any subsequent quotation provided to the Customer by Jayex.
Jayex IP has the meaning given in clauses 17.1(a) and 17.1(b).
Law means all laws applicable to the provision of the Services including all laws, regulations, procedures, codes and standards.
Licence Fee means the annual Fees and Charges payable by the Customer in respect of the rights granted by Jayex to use the Applications as set out in any quotation provided by Jayex.
Licence Period means as applicable either (i) the Initial Licence Period or (ii) any subsequent 12 month period from and including the relevant anniversary of the Service Start Date and expiring on the day immediately preceding the next applicable anniversary of the Service Start Date.
New Integration Fee has the meaning ascribed to it in clause 11(c)(iii).
Receiving Party has the meaning given in clause 16.1.
Representative of a person includes an employee, agent, officer, director, auditor, adviser, partner, consultant, joint venture, sub-contractor or invitee of that person.
Services means the Services referred to in clause 3 as relevant.
Services Fees means the annual Fees and Charges payable by the Customer for Services either (i) as detailed in any quotation provided by Jayex to the Customer, or if not stated,(ii) in accordance with Jayex’s standard rates as notified to the Customer from time to time.
Service Levels means the Services Levels published from time to time by Jayex and available at the following location, here.
Services Start Date means:
(a) the date Services commence, which shall be as close as practicable to the date specified on the Jayex invoice, which shall be notified in writing in advance by Jayex to the Customer; or
(b) if applicable, the date Additional Services commence, which shall be as close as practicable to the date specified in an additional quotation detailing the Additional Services required.
Support Services means assistance to the Customer in the manner indicated in clause 3.5 to resolve any problems experienced by the Customer in relation to use of the Application, Internet Connectivity and/or the Jayex Equipment.
Third Party Software has the meaning ascribed to it in clause 11(c).
Update means any new release of or supplement to the Application issued by Jayex or its related entities and designed to correct errors identified in one or more of the Applications, comply with legislative requirements, or add extra program features or functionality, but specifically excludes any new release of the Application designated by Jayex or its related entities as a new version.
VAT means value added tax or such replacement taxation implement by the UK Government from time to time.
VAT Amount means, the standard prevailing rate as set by HM Revenue and Customs at the time of invoicing.

22.2 This Agreement

(a) When an Additional Services quotation is executed by the parties, it is incorporated into this Agreement.

(b) This Agreement incorporates the Service Levels and the warranty terms and conditions (where applicable) provided by Jayex to the Customer in respect of the Applications and/or the Jayex Equipment which are hereby incorporated by reference.

(c) In the event of any inconsistency or conflict between the documents described in paragraph(b), then the terms of this EULA shall take precedence to the extent necessary to resolve such conflict or inconsistency.

22.3 References to certain general terms

A reference in this Agreement to:

(a) (variations or replacement) a document (including this Agreement) includes any variation or replacement of it;

(b) If any provision or part-provision of this Agreement 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 this Agreement;

(d) (reference to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(e) (singular includes plural) the singular includes the plural and vice versa;

(f) (person) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, or an unincorporated body or association;

(g) (executors, administrators, successors) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(h) (two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(i) (reference to a group of persons) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

(j) (pounds) UK pounds, £ or GBP is a reference to the lawful currency of the United Kingdom;

(k) (meaning not limited) the words “include”, “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(l) References to “written” or “in writing” shall not include email or fax unless expressly stated to the contrary in this Agreement; and

(m) This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

22.4 Next Business Day

If an event under this Agreement must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day.

22.5 Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this Agreement.

Updated 29.08.2024

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