1 This Agreement
1.1 These terms and conditions constitute the a legally binding agreement between ADVANCED ELECTRONICS LIMITED of The Bridges, Balliol Business Park, Newcastle upon Tyne, Tyne and Wear, England NE12 8EW (“Supplier”) and the user of the Services (“Customer”) for the provision of Services in accordance with the Order Form(s) (“Agreement”) placed by the Customer.
1.2 If Advanced notifies the Customer that it accepts an Order Form, then the Order Form will be incorporated into this Agreement and Advanced will use reasonable endeavours to provide the Services to the Customer on the terms set out in the relevant Order Form.
2 Licence to the Services
2.1 Advanced grants to the Customer a non-exclusive, non-transferable right without the right to sub-licence save as set out in this Agreement, to permit the any number of Authorised Users and Administrative Users (subject to reasonable use, which shall be determined by Advanced in its absolute discretion) to use the Services during the Term, solely for the Customer’s internal business operations at the Sites agreed and in accordance with the terms of this Agreement and Order Forms.
2.2 Advanced is permitted to suspend any Authorised User’s or Administrative User’s access to the Service where that Authorised User or Administrative User is or may, in the reasonable opinion, cause the Customer to breach this Agreement.
2.3 The rights provided under this Agreement are granted to the Customer only, and are not granted to any subsidiary or holding company of the Customer.
3 Restrictions
3.1 The Customer will not (and will procure that each Authorised User and Administrative User will not), access, store, distribute or transmit, any material during the course of its use of the Services that:
(a) contains a Virus;
(b) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(c) causes damage or injury to any person or property,
and Advanced reserves the right, without liability to the Customer, to disable the Customer’s or any Authorised User’s or Administrative User’s access to any material that breach the provisions of this clause 3.1.
3.2 The Customer must not (and will procure that each Authorised User and Administrate User will not):
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(b) access all or any part of the Services in order to build a product or service which competes with the Services;
(c) use the Services to provide services to third parties unless otherwise agreed with Advanced, in advance;
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users or Administrative Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement.
3.3 The Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Advanced.
4 Additional Sites
The Customer may, from time to time during the Term, purchase the Services for Additional Sites, subject to agreeing the applicable Additional Site Price and the Customer will, prior to the commencement of the Services for the Additional Sites pay to Advanced or the Reseller (as applicable) the agreed Additional Site Price, as set out in the updated Order Form.
5 Support Services
Advanced will use commercially reasonable endeavours to provide the Support Services.
6 Customer Data and Data protection
6.1 Customer Data. The Customer owns all Intellectual Property Rights in the Customer Data and has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
6.2 Advanced will follow its archiving procedures for Customer Data as may be set out in a Back-Up Policy and as such document may be amended by Advanced in its sole discretion from time to time.
6.3 Subject to clause 11.6, in the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy will be for Advanced to use commercially reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Advanced in accordance with the archiving procedure described in any Back-Up Policy.
6.4 Subject to clause 11.6, Advanced will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Advanced to perform services related to Customer Data maintenance and back-up).
6.5 Data protection. Both parties will comply with all applicable requirements of the Data Protection Legislation. The following provisions of this clause 6 are in addition to, and do not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In the following provisions of this clause 6, (“Applicable Laws”) means (for so long as and to the extent that they apply to Advanced) the law of the European Union, the law of any member state of the European Union and/or domestic UK law means the UK Data Protection Legislation and any other law that applies in the UK.
6.6 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Advanced is the Processor.
6.7 The scope, nature and purpose of processing by Advanced, the duration of the processing and the types of Personal Data and categories of data subject, shall be as follows and subject to the Advanced’s Privacy Policy.
6.8 Processing by Advanced: all processing necessary for the performance of the Services.
6.9 Types of Personal Data: means any information relating to an identified or identifiable living individual that is processed by Advanced on behalf of the Customer, including names, emails, telephone numbers, team names and user profile photos.
6.10 Categories of Data Subject: Authorised Users, Administrative Users, employees, officers, officers, employees, workers, agents, independent contractors or other personnel engaged by the Customer.
6.11 Duration of processing: processing shall be carried out for during the performance of the Services and for any reasonably necessary period thereafter.
6.12 Without prejudice to the generality of clause 6.5, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Advanced for the duration and purposes of this Agreement.
6.13 Without prejudice to the generality of clause 6.5, Advanced shall, in relation to any Personal Data processed in connection with the performance by Advanced of its obligations under this Agreement:
(a) process that Personal Data only on the documented written instructions of the Customer or as required by Applicable Laws;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or Advanced has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Advanced complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) Advanced complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 6.
7 Customer’s obligations
The Customer must:
(a) provide Advanced with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Advanced in order to render the Services;
(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;
(d) ensure that the Authorised Users use the Services in accordance with this Agreement and will be responsible for any Authorised User’s breach of this Agreement;
(e) obtain and will maintain all necessary licences, consents, and permissions necessary for Advanced, its contractors and agents to perform their obligations under this Agreement;
(f) ensure that its network and systems comply with the relevant specifications provided by Advanced from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Advanced’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
8 Charges and payment
8.1 The Customer must pay the Contract Price to Advanced or the Reseller.
8.2 Unless otherwise agreed, Advanced or the Reseller will invoice the Customer annually in advance for the Services in accordance with this clause 8 and the Order Form.
8.3 If Advanced has not received payment within 30 days after the due date (whether from the Customer or the Reseller), and without prejudice to any other rights and remedies of Advanced:
(a) Advanced may, without liability to the Customer, disable the Customer’s account and access to all or part of the Services and Advanced will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest will accrue on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4 All amounts and fees stated or referred to in this Agreement are:
(a) payable in GBP pounds sterling; and
(b) to the extent permitted by law, non-cancellable and non-refundable.
9 Intellectual property
9.1 Subject to clause 9.3, Advanced retains all right, title and interest in any Advanced Material.
9.2 The Customer must cooperate and promptly do all acts and things and execute all documents which may be necessary or desirable for the purpose of vesting ownership of the Advanced Material.
9.3 Licence of Advanced Material. Advanced grants to the Customer a non-exclusive, revocable, non-transferrable, non-sub-licensable licence to use the Intellectual Property Rights in any Advanced Material solely to receive the benefit of the Services for the Customer’s internal business purposes during the Term.
9.4 Licence of Customer Material. The Customer grants to Advanced a non-exclusive licence to exercise the Intellectual Property Rights in any Customer Material in connection with Advanced providing Services to the Customer.
9.5 No use of Advanced marks. Except as expressly set out in this Agreement, the Customer must not, and must ensure that its officers, employees, agents and subcontractors do not, use the trade marks or logos of Advanced without the prior written consent of Advanced.
9.6 Third party infringement claims. If any third party claims Advanced has infringed its Intellectual Property Rights by supplying the Services in connection with the licences in clause 9.3, Advanced may modify, limit, suspend or cancel the Services at Advanced’s discretion.
10 Confidentiality
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information does not include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.3 Notwithstanding clause 10.2, each party may disclose the other party’s Confidential Information to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers who whom it discloses the other party’s confidential information comply with this clause 10.3.
10.4 Each party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
10.5 Neither party is responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (other than, in the case of the Customer, where caused by Authorised Users) over whom it does not exercise effective control.
10.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Advanced’s Confidential Information.
10.7 Advanced acknowledges that the Customer Data is the Confidential Information of the Customer.
10.8 This clause 10 will survive termination of this Agreement, however arising.
11 Risk allocation
11.1 Subject to clauses 11.3, 11.5 and 11.6, any liability of Advanced for any loss or damage, however caused (including by the negligence of Advanced), suffered by the Customer in connection with this Agreement is limited, at the election of Advanced to the fees paid by (a) the Customer to Advanced or (b) the Reseller to Advanced, under this Agreement in the 12 months before the Customer first suffered loss or damage in connection with this Agreement or re-performance of the Services.
11.2 The limitation set out in clause 11.1 is an aggregate limit for all claims, whenever made.
11.3 Subject to clause 11.5 and 11.6, Advanced is not liable for any Consequential Loss, however caused, suffered or incurred by the Customer in connection with this Agreement.
11.4 Consequential Loss in clause 11.3 means one or more of loss of bargain, loss of revenues, loss of reputation, pure economic loss, depletion of goodwill, indirect loss, loss of profits, consequential loss, loss of actual or anticipated savings, loss of business, lost opportunities, including opportunities to enter into arrangements with third parties, loss or damage in connection with claims against the Customer by third parties and loss or corruption of data or information.
11.5 Nothing in this Agreement excludes the liability of Advanced for death or personal injury caused by Advanced’s negligence, or for fraud or fraudulent misrepresentation.
11.6 If any applicable legislation states that there is a guarantee in relation to any good or service supplied by Advanced in connection with this Agreement, and Advanced’s liability for failing to comply with that guarantee cannot be excluded but may be limited, nothing in the other clauses of this Agreement applies to limit that liability. Instead, Advanced’s liability for that failure is limited to (at the election of Advanced), in the case of a supply of goods, Advanced replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, Advanced supplying the services again or paying the cost of having the services supplied again.
11.7 The Customer indemnifies Advanced from and against any loss or damage incurred or suffered by Advanced in connection with any claim by a third party that Advanced’s use of the Customer Material in accordance with this Agreement infringes the rights (including the Intellectual Property Rights) of any person.
11.8 Advanced indemnifies the Customer from and against any loss or damage incurred or suffered by the Customer in connection with any claim by a third party that the Customer’s use of Advanced Material in accordance with this Agreement infringes the rights (including the Intellectual Property Rights) of any person.
11.9 The limitations and exclusions of liability in clause 15 do not apply to liability under clauses 11.7 and 11.8.
11.10 To the extent permitted by law, Advanced:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free or that the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
12 Term and termination
12.1 Term. This Agreement commences on the Commencement Date and continues until all Order Forms have been terminated or expired (Term).
12.2 This Agreement will continue for the Initial Term and, thereafter, will be automatically renewed for successive Renewal Periods, unless:
(a) either party notifies the other party or the Reseller notifies the Supplier (on the Customer’s behalf) of termination, in writing, at least 60 days before the end of the corresponding Initial Term or any Renewal Period, in which case this Agreement will terminate upon the expiry of the applicable Initial Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement.
12.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach or an Insolvency Event occurs in relation to the other party.
12.4 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement will immediately terminate;
(b) each party will return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
(c) Advanced may destroy or otherwise dispose of any of the Customer Data in its possession unless Advanced receives, no later than ten days after date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Advanced will, at the Customer’s cost, use commercially reasonable endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at, and resulting from, termination (whether or not due at the date of termination). The Customer will pay all expenses incurred by Advanced in returning or disposing of Customer Data;
(d) the Customer must pay Advanced all outstanding invoices within 7 days of termination;
(e) the Customer must pay all other amounts outstanding as at the date of, or arising as a result of, expiry, termination or cancellation within 7 days of a request for payment; and
(f) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will not be affected or prejudiced.
13 Force majeure
Advanced will not be in breach of this Agreement or liable for any failure or delay in the performance of Advanced’s obligations under this Agreement to the extent that the failure or delay is wholly or partially caused, directly or indirectly, by a Force Majeure Event or any act or omission of the Customer.
14 Taxes
14.1 The Customer must pay all taxes, duties and government charges imposed or levied in England and Wales or overseas in connection with the performance of this Agreement.
14.2 All amounts and fees stated or referred to in this Agreement are exclusive of VAT, which shall be added to Advanced’s invoice(s) at the appropriate rate. Where any taxable supply for VAT purposes is made under this Agreement by Advanced to the Customer, the Customer shall, on receipt of a valid VAT invoice from Advanced, pay to Advanced such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
15 Notices
15.1 A notice under this Agreement must be in writing and given to its recipient:
(a) by hand at the nominated address;
(b) by registered post to the nominated address (which will be regarded as received on the second Business Day after the date of posting);
(c) by email (which will be regarded as received on the second Business Day after the date of sending).
16 Publicity
16.1 Advanced may utilise the Customer’s name and brand logo in digital and print advertising materials, including but not limited to its owned websites, newsletters and brochures.
16.2 Advanced agrees to request prior permission from the Customer’s representative if the Customer notifies that preference to Advanced.
17 General
17.1 The laws of England and Wales govern this Agreement.
17.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts competent to hear appeals from those courts.
17.3 Where Advanced may exercise any right or discretion or make any decision under this Agreement, Advanced may do so in its absolute discretion, conditionally or unconditionally, and without being required to give reasons or act reasonably. This clause applies unless this Agreement expressly requires otherwise.
17.4 The Customer must not assign, in whole or in part, or novate the Customer’s rights and obligations under this Agreement without the prior written consent of Advanced.
17.5 Advanced may assign its interest under this Agreement.
17.6 Unless expressly stated otherwise, this Agreement does not create a relationship of employment, trust, agency or partnership between the parties.
17.7 A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause of this Agreement continue in force.
17.8 This Agreement supersedes all previous agreements about its subject matter. This Agreement embodies the entire agreement between the parties.
17.9 To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion, is withdrawn and has no effect except to the extent expressly set out or incorporated by reference in this Agreement.
17.10 Each party acknowledges and agrees that it does not rely on any prior conduct or representation by the other party in entering into this Agreement.
17.11 Advanced may subcontract the performance of all or any part of Advanced’s obligations under this Agreement.
17.12 The failure of a party to require full or partial performance of a provision of this Agreement does not affect the right of that party to require performance subsequently.
17.13 A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.
17.14 A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
17.15 A variation to this Agreement is only valid if it is in writing and signed by both parties.
18 Definitions and interpretation
Definitions
In this Agreement:
Additional Sites means the Sites in addition to those set out in an Order Form that Advanced agrees to allow access to the Services.
Additional Site Price the price payable for Additional Sites.
Administrative Users means the third party administrative users of the Services authorised by the Customer, which may include Resellers, facilities managers or other third parties engaged in the administration of the Services at the relevant Sites.
Advanced Analytical Data means any data which is not Personal Data, produced by the Customer’s use of the Services including the Customer’s user behaviour, technical data and other outputs from the Services, which may be retained and used by Advanced at any time during or after the terms of this Agreement.
Advanced Material means Advanced Analytical Data and any material provided by, or to which access is given, by Advanced to the Customer from time to time, for the purposes of this Agreement, including documents, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, schedules and data stored by any means.
Authorised Users means the users authorised by the Customer in accordance with this Agreement to use the Services.
Back-Up Policy means any policy of Advanced for providing back-ups in relation to the Services as may be updated by Advanced from time to time.
Business Day means any day which is not a Saturday, Sunday or public holiday upon which banks are open in London.
Commencement Date has the meaning given on the “Agreement Details” document attached.
Contract Price means the price stated in each Order Form.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Confidential Information of a party means the existence of and terms of this Agreement and any information:
(a) about the business and affairs of that party;
(b) about the customers, clients, employees, subcontractors or other persons doing business with that party;
(c) which is by its nature confidential;
(d) which is designated as confidential by that party or pursuant to clause 10; or
(e) which the other party knows or ought to know, is confidential,
and all trade secrets, knowhow, financial information and other commercially valuable information of that party, which in the case of Advanced, includes Advanced Material.
Customer Data means the data input by the Customer, Authorised Users, or Advanced on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, or any other data made available by the Customer or an Authorised User to Advanced in connection with this Agreement, but excludes Advanced Analytical Data.
Customer Material means any material or inputs provided by or to which access is given by the Customer to Advanced for the purposes of this Agreement including software, documents, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, trade marks, logos, schedules and data stored by any means. Customer Material includes Customer Data.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications
Force Majeure Event means any occurrence or omission outside a party’s reasonable control, as a direct or indirect result of which the party relying on the event is prevented from or delayed in performing its obligations under this Agreement (other than a payment obligation), and includes:
(a) a physical natural disaster including fire, flood, lightning or earthquake;
(b) war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law;
(c) epidemic, pandemic or quarantine restriction;
(d) ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;
(e) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government agency;
(f) law taking effect after the date of this Agreement; and
(g) strike, lock out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party’s subcontractors.
Initial Term has the meaning given in an Order Form, which may include an Onboarding Term.
Insolvency Event means any of the following events:
(a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(c) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(f) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(h) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 14.2(c) to clause 14.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(j) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
Intellectual Property Rights means all industrial and intellectual property rights, both in the United Kingdom and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of those rights.
Onboarding Term means that part of the Initial Term (if agreed in the Order Form), during which the Customer and Authorised Users are familiarising themselves with the Services and for which the Supplier does not charge the Customer.
Order Form means an order form agreed and entered into by either (a) the Customer and Advanced or (b) the Reseller and Advanced, for the supply of Services.
Privacy Policy means Advanced’s privacy policy from time to time that is available at Privacy Policy.
Renewal Period has the meaning given in an Order Form.
Reseller means the intermediary who may sell the Services to the Customer.
Services means the AdvancedLive cloud-based Software, the data supplied to use the Software and the outputs from the Services, including any reports, data or analytical data which may be exported by the Customer or Advanced.
Sites: means the sites purchased by the Customer as set out in the Order Form.
Software means the online software applications provided by Advanced as part of the Services.
Support Services means support services provided by the online help, materials and videos contained within the Software self-help portal (“Help Portal”).
Term has the meaning given in clause 12.1.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
