1. Definitions and interpretation
1.1 The definitions and rules of interpretation set out in Schedule 1, shall apply to this Agreement.
1.2 This Agreement hereby incorporates the Acceptable Use Policy, Service Level Agreement, and any Additional Service Terms that may be applicable from time to time.
1.3 In the event of any conflict in respect of the provisions of this Agreement and/or the documents referred to therein the following order of priority shall prevail (in descending order of priority): (i) Commercial Schedule; (ii) the Service Level Agreement; (iii) Additional Service Terms; (iv) the main body of this Agreement; and (v) the Documentation.
1.4 Subject to the order of priority between the documents in clause 1.3, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
1.5 These terms form a binding Agreement between the Customer and PlatformE regarding the use of Bespo. By using Bespo, the Customer acknowledges that accepts and agrees to be bound by this Agreement. If the Customer does not agree to this Agreement, the customer should not access Bespo, and if the Customer is already registered, the Customer should cancel his/her account.
2. Bespo
2.1 Subject to the Customer's compliance with this Agreement, PlatformE grants to the Customer a non-exclusive, non-transferable and non-sublicensable right to allow Authorised Users to access and use Bespo during the Term.
2.2 PlatformE may from time-to-time provide new versions or updates to Bespo at no additional cost to the Customer (excluding Additional Services and features which shall incur additional fees) in order to: (a) fix bugs or update security; (b) improve general performance; (c) enhance current features and functionality; or (d) support new devices and operating systems.
2.3 The Customer shall purchase the number of Authorised User accounts and Capacity set out in the Commercial Schedule.
2.4 The Customer may purchase additional Authorised User accounts and additional Capacity from time to time during the Term by agreement with PlatformE in writing.
2.5 PlatformE does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Products. Providers alone are responsible for their Products, the quality of the Products and delivery of the Customer’s Product. In case the Customer has an issue with the Product, the Provider should be contacted. At any moment has the responsibility for the physical products production, logistics, money transfer between other parties or taxes. At no moment the physical products belong to PlatformE.
3. Authorised Users
3.1 The Customer shall at all times be liable for: (a) the acts and omissions of such Authorised Users as if they were its own; and (b) the Authorised Users' compliance with this Agreement.
3.2 The Customer, when a company, shall ensure that only Authorised Users access the Services and that such Authorised Users are employees or contractors of: (a) the Customer or (b) the third party to whom Account User accounts are assigned by the Customer. Access to the Services by anyone who is not an Authorised User is prohibited.
3.3 The Customer acknowledges that Authorised User accounts cannot be shared or used by more than one individual at the same time.
3.4 The Customer warrants and undertakes that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer as necessary for use of the Services) their password or access details for Bespo.
4. Additional Services
4.1 The Customer may request Additional Services from PlatformE by submitting a request in writing to PlatformE. Such Additional Services will incur additional fees and may be subject to Additional Service Terms.
5. Support Services
5.1 PlatformE will use reasonable endeavours to notify the Customer in advance of scheduled maintenance, but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
6. Changes to Services and terms
6.1 PlatformE may at its absolute discretion from time-to-time make changes to the Documentation or Additional Service Terms. PlatformE shall notify the Customer of such updates in writing. Such changes shall become effective from the date 10 Business Days after PlatformE notifies the Customer (or at such later date as PlatformE may specify).
6.2 In the event that the Customer reasonably believes that any update under clause 6.1 materially adversely impacts its use of the Services, it may by notice elect to terminate this Agreement in respect of the impacted Subscribed Services, provided it exercises such right prior to the taking effect pursuant to clause 6.1 on not less than five Business Days' prior written notice and notifies PlatformE at the time of exercising such right of the negative impact which has caused it to exercise this right. In the event of such termination the Customer shall receive a refund of any pre-paid Fees in respect of such terminated Subscribed Services.
6.3 The Customer acknowledges that PlatformE shall be entitled to modify the features and functionality of Bespo, provided that any such modification does not materially adversely affect the use of Bespo by Authorised Users.
6.4 PlatformE may, without limitation to the generality of clause 6.3, establish new limits on Bespo (or any part), including limiting the volume of data which may be used, stored or transmitted, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are made in accordance with this Agreement.
6.5 The Customer may cancel, upgrade, or downgrade their Subscription Plan at any time. Any such changes will take effect in accordance with the applicable billing and invoicing cycle, as defined in the Plan terms.
6.6 If the Customer decides to downgrade its Plan, PlatformE is not responsible for information lost.
7. Fees
7.1 The License Fees, User Fees, Listing Fees, Additional Service Fees, and any other applicable charges shall be paid by the Customer at the rates and in the manner specified on the Bespo’s pricing page or as otherwise agreed in writing between the parties. All payments are processed via the Shopify platform in accordance with its billing terms.
7.2 Unless otherwise agreed in writing, all charges related to the use of the services will be billed through the Customer’s Shopify account. PlatformE does not issue invoices directly and is not responsible for billing administration.
(a)in respect of License Fees and/or User Fees, on a monthly basis in arrears (and any additional Authorised User accounts purchased in accordance with clause 2.4 shall be pro-rated accordingly);
(b)in respect of Listing Fees, on a monthly basis in arrears (and any additional Capacity purchased in accordance with clause 2.4 shall be pro-rated accordingly);
(c)in respect of Additional Service Fees, as on acceptance in writing by PlatformE of the Customer's written request for the Additional Services; and
(d)in respect of any other Fees, as agreed between the parties in writing but otherwise monthly in arrears, and the invoices shall be paid within 30 calendar days of the date on the invoice.
7.3 The Fees are exclusive of VAT which shall be payable by the Customer at the rate and in the manner prescribed by law.
7.4 Fees payable to PlatformE under this Agreement shall be paid into PlatformE's bank account identified on the relevant invoice by electronic funds transfer unless otherwise notified by PlatformE to the Customer in writing in accordance with this Agreement. All transfer costs shall be at the Customer’s responsibility.
7.5 As all payments are processed through the Shopify platform, PlatformE does not directly collect fees from the Customer and therefore does not apply interest or penalties on late payments. Any applicable late fees or payment terms are subject to Shopify’s billing policies and terms of service.
7.6 PlatformE may increase the Fees for any and all Subscribed Services on an annual basis with effect from the subsequent Renewal Term up to the higher of: (i) 5% of the Fees; or (ii) the percentage increase in the consumer prices index (as published by the United Kingdom's Office for National Statistics from time to time, or failing such publication, such other index as the parties may agree most closely resembles such index) in the preceding 12-month period.
7.7 In the event of termination of this Agreement (other than by the Customer under clauses 6.2 or 17.3), any fees already paid will not be refunded by PlatformE. As all billing is processed through Shopify, the Customer should contact Shopify directly to inquire about any potential adjustments, credits, or refunds, which will be subject to Shopify’s applicable billing policies.
8. Warranties
8.1 Subject to the remainder of this clause 8, PlatformE warrants that: (a) Bespo, and each Additional Service, shall operate materially in accordance with the relevant Documentation when used in accordance with this Agreement under normal use and normal circumstances; and (b) it will provide the Services with reasonable care and skill.
8.2 The Customer acknowledges that clause 8.1 does not apply to Free or Trial Services or to Support Services provided in connection with the same. Free or Trial Services and Support Services provided in connection with the same are provided 'as is' and without warranty to the maximum extent permitted by law.
8.3 The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that PlatformE shall have no liability for any such delays, interruptions, errors or other problems.
8.4 If there is a breach of any warranty in clause 8.1, PlatformE shall use reasonable endeavours to repair or replace the impacted Services within a reasonable time.
8.5 The warranties in clause 8.1 are subject to the limitations set out in clause 15 (Limitation of Liability) and shall not apply to the extent that any error in the Services arises as a result of (in whole or in part): (a) incorrect operation or use of the Services by the Customer or any Authorised User (including any failure to follow the Documentation); (b) use of any of the Services other than for the purposes for which it is intended; (c) use of any Services with third party software or services or on equipment with which it is incompatible (unless PlatformE recommended or required the use of that other software or service or equipment in the Documentation); (d) any act by any third party (including hacking or the introduction of any virus or malicious code); (e) any modification of Services (other than that undertaken by PlatformE or at its direction); or (f) any breach of this Agreement by the Customer (or by any Authorised User).
8.6 PlatformE may make Non-PlatformE Materials available for the Customer's use in connection with the Services. The Customer agrees that: (a) PlatformE has no responsibility for the use or consequences of use of any Non-PlatformE Materials; (b) the Customer's use of any Non-PlatformE Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Non-PlatformE Materials; (c) the Customer is solely responsible for any Non-PlatformE Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-PlatformE Materials; and (d) the continued availability, compatibility with the Services and performance of the Non-PlatformE Materials is outside the control of PlatformE and PlatformE has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-PlatformE Materials.
8.7 The Customer acknowledges that no liability or obligation is accepted by PlatformE (howsoever arising whether under contract, tort, in negligence or otherwise): (a) that the operation of Bespo shall not be subject to minor errors or defects; or (b) that the Services (including Bespo or any Additional Service) shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the relevant Documentation.
8.8 Other than as set out in this clause 8, and subject to clause 15.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
9. Customer's responsibilities
9.1 The Customer shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
9.2 Use of the Services is at all times subject to the Customer's compliance with this Agreement and the requirements identified in this Agreement (including, for the avoidance of doubt, the Documentation and the Acceptable Use Policy).
9.3 The Customer shall provide PlatformE with: (a) the Pre-Requisites; and (b) all assistance as PlatformE may reasonably require from time to time, and the Customer acknowledges that PlatformE's ability to provide Services may be adversely affected, interrupted and/or delayed if the Customer does not provide such information, assistance or access.
9.4 PlatformE shall have no liability for any delays, interruptions or other problems to the extent caused (in whole or in part) by the Customer's failure to comply with its obligations under this Agreement.
9.5 The Customer agrees to reasonably collaborate with PlatformE in the development of (a) one or more case studies highlighting the Customer’s experience with the Bespo solution; and (b) business-focused testimonials, subject to prior review and approval by the Customer. PlatformE may use these materials for marketing, promotional, or business development purposes, in accordance with agreed brand and usage guidelines.
9.6 The Customer shall provide Feedback about the Services (including any improvements, suggestions or bugs) to PlatformE on a no less than quarterly basis.
9.7 The Customer shall provide reasonable information to PlatformE (as PlatformE may reasonably request from time to time) about the financial and sustainability gains achieved by the Customer as a result of using the Services.
9.8 The Customer shall be solely responsible and liable for the Customer Data uploaded and configurated in Bespo, including Designs and Design Variants, as well as information such as (but not limited to) lead times, stock, and pricing.
10. Intellectual property
10.1 All Intellectual Property Rights in and to the Services (including in Bespo, Documentation, PlatformE Provided Materials, and bespoke interfaces, but excluding any Customer Provided Materials and Results) belong to and shall remain vested in PlatformE or the relevant third-party owner. To the extent that the Customer, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in Bespo, Documentation, PlatformE Provided Materials or any other part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to PlatformE or such third party as PlatformE may elect. The Customer shall execute all such documents and do such things as PlatformE may consider necessary to give effect to this clause 10.1.
10.2 All Intellectual Property Rights in and to the Customer Provided Materials, Customer Data and Results belong to and shall remain vested in the Customer or the relevant third-party owner. The Customer and Authorised Users may store or transmit Customer Data using Bespo and Bespo may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for PlatformE (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data, Results, Customer Provided Materials, and Customer Systems to the extent necessary to perform, provide, improve or enhance the Services or to exercise or perform PlatformE's rights, remedies and obligations under this Agreement.
10.3 To the extent Non-PlatformE Materials are made available to, or used by or on behalf of the Customer or any Authorised User in connection with the use or provision of Bespo, such use of Non-PlatformE Materials (including all licence terms) shall be exclusively governed by applicable third-party terms notified or made available by PlatformE or the third party and not by this Agreement. PlatformE grants no Intellectual Property Rights or other rights in connection with any Non-PlatformE Materials.
10.4 PlatformE may use any feedback and suggestions for improvement relating to the Services provided by the Customer or any Authorised User without charge or limitation ('Feedback'). The Customer hereby assigns (or shall or procure the assignment) of all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to PlatformE at the time such Feedback is first provided to PlatformE.
10.5 Except for the rights expressly granted in this Agreement, the Customer, any Authorised User and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including Bespo or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
10.6 Subject to the Customer’s prior consent, PlatformE may reference the Customer’s name, logo, and trademark to identify the Customer as a user of the Bespo solution. Such references may appear on PlatformE’s website, in marketing materials, or in communications related to the promotion of the Services, and will be used in a manner consistent with the Customer’s brand guidelines and Shopify’s policies.
10.7 PlatformE agrees, in relation to its use of the names and trademarks described in clause 10.6, to adhere to the reasonable instructions of the Customer as to the form and manner in which the marks may be used and shall adhere to the Customer's brand guidelines (as notified to PlatformE from time-to-time).
10.8 The Customer and Authorised Users will not remove, obscure, or alter PlatformE's copyright notices, trademarks, other proprietary rights notices, or any other content of any kind appearing in the Services, Bespo, or Documentation. Nothing in this Agreement shall transfer or assign any right, title or interest in the applicable product or components of the Services to the Customer.
10.9 With the Customer’s prior approval, PlatformE may use any case studies developed under Clause 9.5 for marketing and promotional purposes. This permission may be revoked by the Customer at any time with written notice.
10.10 The Customer can only post and/or upload Intellectual Property that is either owned by the Customer or for which the Customer has written authorization from the Intellectual Property owner. The Customer represents and warrants that any Intellectual Property posted by the Customer is owned by the Customer or that the Customer has authorization from the Intellectual Property owner to post it. The Intellectual Property must comply with international trademark and copyright laws. The Customer will provide PlatformE with evidence of the Customer Intellectual Property Rights if requested by PlatformE. If the Customer believes that someone has improperly used the Customer's copyrights or trademarks, the Customer should report it to PlatformE at support@platforme.com.
10.11 This clause 10 shall survive the termination of this Agreement.
11.PlatformE indemnity
11.1 Subject to clauses 11.2 and 11.5, PlatformE shall indemnify, keep indemnified and hold harmless the Customer from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of any third party alleging that the Customer's use of the Services infringes any Intellectual Property Right (an 'IP Claim').
11.2 The provisions of clause 11.1 shall not apply unless the Customer: (a) promptly (and in any event within 20 Business Days) notifies PlatformE upon becoming aware of any actual or threatened IP Claim and provides full written particulars; (b) makes no comment or admission and takes no action that may adversely affect PlatformE's ability to defend or settle the IP Claim; (c) provides all assistance reasonably required by PlatformE subject to PlatformE paying the Customer's reasonable costs; and (d) gives PlatformE sole authority to defend or settle the IP Claim as PlatformE considers appropriate.
11.3 The provisions of clause 15 (Limitation of Liability) shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 11.1.
11.4 In the event of any IP Claim PlatformE may elect to terminate this Agreement immediately by written notice and promptly refund to the Customer on a pro-rata basis for any unused proportion of Fees paid in advance. This clause 11.4 is without prejudice to the Customer's rights and remedies under clauses 11.1.
11.5 PlatformE shall have no liability or obligation under this clause 11 in respect of any IP Claim which arises in whole or in part from: (a) any modification of the Services (or any part) without PlatformE's express written approval; (b) any Non-PlatformE Materials; (c) any Customer Data; (d) any breach of this Agreement by the Customer; (e) installation or use of the Services (or any part) otherwise than in accordance with this Agreement; or (f) installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by PlatformE.
11.6 Subject to clause 15 (Limitation of Liability) the provisions of this clause 11 set out the Customer's sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
12. Customer indemnity
12.1 Subject to clauses 12.2 and 12.3, the Customer shall indemnify, keep indemnified and hold harmless PlatformE (on PlatformE's own behalf and on behalf of each of PlatformE's Affiliates) from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of any third party alleging that the Customer Provided Materials or Customer Data (without prejudice to PlatformE's obligations under applicable data protection law) infringes the rights, including any Intellectual Property Rights, of a third party.
12.2 The provisions of clause 12.1 shall not apply unless PlatformE: (a) promptly (and in any event within 20 Business Days) notifies the Customer upon becoming aware of any actual or threatened claim and provides full written particulars; (b) makes no comment or admission and takes no action that may adversely affect the Customer's ability to defend or settle the claim; (c) provides all assistance reasonably required by the Customer subject to the Customer paying PlatformE's reasonable costs; and (d) gives the Customer sole authority to defend or settle the claim as the Customer considers appropriate.
12.3 The Customer shall have no liability or obligation under this clause 12 in respect of any claim which arises in whole or in part from: (a) any breach of this Agreement by PlatformE; or (b) use of the Customer Provided Materials or Customer Data (or any part) otherwise than in accordance with the Customer's instructions.
12.4 This clause 12 shall survive termination of this Agreement.
13 Customer Systems and Customer Data
13.1 The Customer acknowledges that the Services do not include dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data).
13.2 Customer Data shall at all times remain the property of the Customer or its licensors.
13.3 Except to the extent PlatformE has direct obligations under applicable data protection laws, the Customer acknowledges that PlatformE has no control over which Customer Data is hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws.
13.4 If PlatformE becomes aware of any allegation that any Customer Data may not comply with this Agreement, PlatformE shall have the right to delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful PlatformE shall notify the Customer before taking such action.
13.5 Except as otherwise expressly agreed in this Agreement, PlatformE shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data whether during or after the Term. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer's business. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its and its' Authorised User's needs) and extracts it from Bespo prior to the termination of this Agreement or the cessation or suspension of any of the Services.
13.6 Unless otherwise agreed by the parties in writing, the Customer hereby instructs that PlatformE shall within 60 days of the end of the provision of the Services (or any part) relating to the processing of the Customer Data securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable law requires PlatformE to store such Customer Data. PlatformE shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with this Agreement.
14.Relief
14.1 To the maximum extent permitted by law, PlatformE shall not be liable for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
15. Limitation of liability
15.1 The extent of the party's liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 15.
15.2 Subject to clause 15.6, PlatformE's total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed £5,000. .
15.3 Subject to clause 15.6, PlatformE's aggregate liability in respect of each individual Free or Trial Service (and all Support Services provided in connection with the same) (howsoever arising under or in connection with this Agreement) shall not exceed £5,000.
15.4 Subject to clause 15.6, PlatformE shall not be liable for consequential, indirect or special losses.
15.5 Subject to clause 15.6, PlatformE shall not be liable for any of the following (whether direct or indirect): loss of profit or revenue; destruction, loss of use or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); and/or harm to reputation or loss of goodwill.
15.6 Notwithstanding any other provision of this Agreement, PlatformE's liability shall not be limited in any way in respect of the following: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other losses which cannot be excluded or limited by applicable law.
15.7 PlatformE is not responsible for the physical products created, sold or transacted via the use of Bespo. The full responsibility of the physical products, including quality, invoicing, logistic and customer support is not transferred to PlatformE or Bespo. As a consequence, PlatformE is not responsible for production order creation or implementation.
15.8 This clause 15 shall survive the termination of this Agreement.
16 Suspension
16.1 PlatformE may suspend access to the Services for all or some Authorized Users if:
(a) PlatformE reasonably suspects serious misuse of the Services; or
(b) Shopify suspends or restricts the Customer’s access due to unpaid fees or billing issues on the Shopify platform.
16.2 Where the reason for the suspension is suspected misuse of the Services, without prejudice to its rights under clause 17, PlatformE will take steps to investigate the issue and may restore or continue to suspend access at its discretion (acting reasonably).
16.3 In relation to suspensions under clause 16.1, access to the Services will be restored promptly after PlatformE receives payment in full and cleared funds.
16.4 Fees shall remain payable during any period of suspension notwithstanding that the Customer or some or all of the Authorised Users may not have access to the Services.
17. Term and Termination
17.1 This Agreement becomes effective on the Effective Date and remains in effect for the duration of the Term unless terminated earlier under these terms.
17.2 After the Initial Term (or any Renewal Term), this Agreement will automatically renew for successive Renewal Terms on each anniversary of the Effective Date unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term. This automatic renewal does not apply to Free or Trial Services, which terminate at the end of the trial unless otherwise specified in the Commercial Schedule.
17.3 Either party may terminate this Agreement immediately by written notice if: (a) the other party commits a material breach that cannot be remedied; or (b) the other party commits a material breach not remedied within 20 Business Days after written notice; or (c) the Customer’s access to the Services is suspended or cancelled by Shopify due to non-payment or breach of Shopify’s billing policies.
17.4 PlatformE may suspend or terminate Free or Trial Services at any time, with or without notice.
17.5 Upon termination of this Agreement for any reason, all rights granted under this Agreement immediately cease. The Customer and its Authorized Users shall immediately cease use of the Services and delete or return any PlatformE Documentation as directed.
17.6 Termination does not affect any accrued rights or obligations of either party, nor provisions intended to survive termination.
18. Miscellaneous
18.1 Data protection. PlatformE and the Customer shall comply with all applicable data protection laws in respect of the Services.
18.2 Confidentiality. Each party undertakes that it shall not at any time during the Term and for a period of five (5) years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 18.2. Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 18.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
18.3 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. Nothing in this Agreement shall limit or exclude any liability for fraud.
18.4 Notices. Any notice given by a party under this Agreement shall be sent by email and shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Notices to PlatformE shall be sent to besposupport@platforme.com and notices to the Customer shall be sent to the email address specified in the Commercial Schedule. This clause 18.4 does not apply to notices given in legal proceedings or arbitration.
18.5 Variation. Without prejudice to clause 6, no variation of this Agreement shall be valid or effective unless it is made in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
18.6 Assignment and subcontracting. Except as expressly provided in this Agreement, PlatformE may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement. Except as expressly permitted by this Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without PlatformE's prior written consent.
18.7 Set off. Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
18.8 No partnership or agency. The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party's behalf.
18.9 Severance. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
18.10 Waiver. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
18.11 Third party rights. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
18.12 Authority. Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and grant to the other the rights (if any) contemplated in this Agreement and to perform its obligations under this Agreement.
18.13 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of, or in connection with, 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. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
