GENERAL TERMS

These terms apply to any Order Form entered into by AXOL Ltd and the Customer for access to Merve. Merve is not available to individual consumers and nothing in these terms should be construed as such.

Interpretation

The expressions shall have the following meanings:

"Additional Feature Fees" as defined in the Order Form.
"Agreement" the agreement between the Supplier and the Customer, incorporating the Order Form and these General Terms.
"Authorised Users" those employees, agents, independent contractors, clients, beneficiaries or service users of the Customer, or any such individuals the Customer provides access to the Platform to, who are authorised by the Customer to use Merve and/or the Platform and/or the Content, including User Accounts and Merve Seats, and as further described in clause 2.2(d).
"AXOL", "the Supplier", AXOL Ltd, a company incorporated in England with company number 13960681 whose registered address is at 9 York Place, Leeds, England, LS1 2DS.
"AXOL IP" Merve, the Platform, the Platform Template(s), the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes, and methods used to provide or deliver Merve and the Platform, all improvements, modifications, or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
"Business Day" a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Change of Control" the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.
"Confidential Information" means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this Agreement in connection with its subject matter, including but not limited to:

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

the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);

any information developed by the parties in the course of carrying out this Agreement and the parties agree that:

details of Merve, and the results of any performance tests of Merve, shall constitute Supplier Confidential Information; and
Customer Data shall constitute Customer Confidential Information.

"Content" the content stored by the Customer on the Platform from time to time.
"Customer", "you", "your" the corporate entity identified in the Order Form.
"Customer Data" the customer data inputted by the Customer, Merve Seats, or the Supplier on the Customer's behalf for the purpose of using Merve or facilitating the Customer's use of Merve, including but not limited to Content.
"Data Protection Legislation" all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and "Controller", "Processor", "Information Commissioner", "Data Subject", "Personal Data", and "Personal Data Breach", "Processing" and "appropriate technical and organisational measures" shall have the meanings given to them in the Data Protection Legislation.
"Effective Date" the date of this Agreement.
"Fees" as defined in clause 6.1.
"Force Majeure Event" as defined in clause 12.
"Heightened Cybersecurity Requirements" any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
"Initial Subscription Term" the initial term of this Agreement as set out in the Order Form.
"Intellectual Property Rights" all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, and these shall include patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights and any other intellectual property rights recognised in any country or jurisdiction in the world.
"Merve" the solution provided by the Supplier to the Customer under this Agreement via merve.app or any other website notified to the Customer by the Supplier from time to time, enabling the Customer to set up, manage, upload Content to and engage with the Authorised Users via a customised Platform.
"Merve Seat" an Authorised User with permission to edit the Platform and Content on behalf of the Customer.
"Normal Business Hours" 9.00 am to 5.00 pm local UK time, each Business Day.
"Order Form" the document detailing the Customer's subscription to Merve.
"Permitted Purpose" as defined in clause 8.3.
"Platform" the Customer's platform to be set up on Merve as described in the Order Form.
"Platform Template" a pre-set format of the Platform created and made available by the Supplier for Merve Seats to use to distribute the Customer's Content on the Platform.
"Renewal Period" the period described in clause 11.1.
"Representatives" means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
"Safeguarding Obligations" any relevant obligations imposed by any statutory provisions (as amended, extended or re-enacted from time to time) or other regulations, codes or guidance from regulatory or advisory bodies (whether mandatory or not).
"Setup Fee" as identified in the Order Form.
"Subscription Fees" the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Order Form.
"Subscription Term" has the meaning given in clause 11.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
"User Account" an account attributed to an individual who only has access to the Content on the Platform, without the ability to modify the Platform and/or upload, modify or otherwise alter the Content.
"User Subscriptions" the user subscriptions (including both User Accounts and Merve Seats) purchased by the Customer pursuant to clause 6.1 which entitle Authorised Users to access and use Merve and the Platform in accordance with this Agreement.
"Virus" any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
"Vulnerability" a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
Words in the singular shall include the plural and vice versa.
A reference to one gender shall include a reference to the other gender.
A reference to writing or written includes e-mail.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

User subscriptions and Customer obligations

Subject to the Customer entering into an Order Form for User Subscriptions with the Supplier and in accordance with clause 3.3 and clause 6.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a limited, non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use Merve and/or the Platform, as well as the Platform Template(s) (as applicable) during the Subscription Term solely for the Customer's internal, commercial and/or educational operations.
In relation to the Authorised Users, the Customer undertakes that:

the maximum number of Authorised Users that it authorises to access and use the Platform shall not exceed the number of User Subscriptions it has purchased under the Order Form;
the maximum number of Merve Seats that it authorises to access and use the Platform shall not exceed the number of User Subscriptions it has purchased under the Order Form;
it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Merve and/or the Platform;
each Authorised User shall keep a secure password for their use of Merve and/or the Platform, and that each Authorised User shall keep their password confidential;
it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within [5] Business Days of the Supplier's written request at any time or times;
it shall procure that its Authorised Users comply with all applicable terms of this Agreement;
where its Authorised Users include any third parties, the Customer shall incorporate this Agreement or terms substantially the same as its obligations relating to use of Merve and/or the Platform in its contract with any such third party;
Customer is responsible for acts or omissions by Authorised Users in connection with their use of Merve and/or the Platform;
to the extent any User Accounts are attributed to individuals under the age of 18, it has complied with any of its relevant Safeguarding Obligations; and
it will comply with the use requirements and restrictions under this Agreement, including but not limited to this clause 2.

The Customer shall not access, store, distribute or transmit any Viruses, or any Content on the Platform during the course of its use of Merve that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property; or
violates any Intellectual Property Right or other right of any third party,

and the Supplier reserves the right without liability or prejudice to its other rights under this Agreement, to remove any such Content and/or any Content which it considers inappropriate for any reason and/or disable the Customer's and/or any Authorised Users' access to Merve and/or the Platform.

The Customer shall not, and shall procure that its Authorised Users do not:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Merve in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Merve; or

access all or any part of Merve and/or the Platform in order to build a product or service which competes with Merve; or
use Merve and/or the Platform to provide similar services as those provided by the Supplier to the Customer under this Agreement to third parties; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Merve and/or the Platform available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to Merve and/or the Platform, other than as provided under this clause 2; or
introduce or permit the introduction of, any Virus or Vulnerability into Merve or the Supplier's network and information systems.

The Customer acknowledges and agrees:

that the Supplier may (but is not obliged to) monitor its and its Authorised Users' use of Merve and/or the Platform to ensure it is in accordance with any requirements and limits under this Agreement. If the Supplier determines that the Customer and/or its Authorised Users are in breach of any of its provisions, without prejudice to its other rights or remedies under this Agreement, the Supplier may:

charge the Customer for any use (including any retrospective use) exceeding the limits (including user limits) set out in the Order Form in accordance with the charges applicable at the time of the breach, to be paid immediately on demand; and/or
suspend or terminate the Customer's and any Authorised Users' access to Merve and the Platform and shall be under no obligation to refund any proportion of the Fees, charges or payments made by the Customer in advance; and

that the Supplier may, at its sole discretion, at any time, remove any Content from the Platform.

The Customer shall:

provide the Supplier with:

all necessary co-operation in relation to this Agreement; and
all necessary access to such information as may be required by the Supplier;

in order to provide access to Merve and/or the Platform under this Agreement;

without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary and will not be liable for any delays;
ensure that the Authorised Users use Merve and/or the Platform in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation providing access to Merve;
ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time, and perform any timely updates required by the Supplier; and
be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Merve and/or the Platform and, in the event of any such unauthorised access or use, promptly notify the Supplier.
The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

Additional user subscriptions

Subject to clauses 3.2 and 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order Form and the Supplier shall grant access to Merve and/or the Platform to such additional Authorised Users in accordance with the provisions of this Agreement.
The Customer shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in the relevant invoice and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

Data protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
If the Customer Data contains Personal Data, the parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor of such Personal Data.
Without prejudice to the generality of clause 4.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier to process, use and store for the duration and purposes of this Agreement.
The categories of Personal Data to be processed by the Supplier and the processing activities to be performed under this Agreement are:

Subject Matter:	Provision of access to Merve and/or the Platform
Duration:	For the duration of the Subscription Term
Nature and purpose of processing:	The Supplier provides access to Merve and/or the Platform to the Customer and its Authorised Users. The service enables Merve Seats to manage the Platform and User Accounts to use the Content. Their access may require use of their Personal Data.
Types of Personal Data being processed:	Names, email addresses, IP addresses, educational data
Categories of Data Subjects:	Individuals with an account on the Platform, either as Merve Seats or User Accounts.

Without prejudice to the generality of clause 4.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Agreement:

process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by applicable law to otherwise process that Personal Data. Where the Supplier is relying on applicable law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the applicable law unless the applicable law prohibits the Supplier from so notifying the Customer;

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);

ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

the data subject has enforceable rights and effective legal remedies;

the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

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;

notify the Customer without undue delay on becoming aware of a Personal Data Breach;

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

maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and allow for audits by the Customer or the Customer's designated auditor (on reasonable prior written notice and during Business Hours); and
immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

The Customer consents to the Supplier appointing Amazon Web Services EMEA SARL as a third-party processor of Personal Data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.6.
Either party may, at any time on not less than 30 (thirty) days’ notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

Supplier's obligations

The Supplier shall, during the Subscription Term, provide access to Merve and/or the Platform substantially in accordance with the Order Form and shall perform its obligations under this Agreement with reasonable skill and care.
The Supplier may, from time to time, at its sole discretion, without changing Merve substantially, modify Merve and/or the Platform to improve functionality. In such case, the Supplier shall provide prior notice to the Customer in writing specifying when the modification would take place and what the Customer is required to do in order to continue using Merve and/or the Platform. For the avoidance of doubt, this obligation shall not apply to critical security updates.
The Supplier:

does not warrant that:

the Customer's use of Merve will be uninterrupted or error-free;
that Merve and/or the Platform will meet the Customer's requirements;
Merve and/or the Platform will be free from Vulnerabilities or Viruses;
Merve and/or the Platform will comply with any Heightened Cybersecurity Requirements.

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 Merve and/or the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
In the event of any loss or damage to Customer Data, to the extent such loss or damage is attributable to the Supplier, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the Supplier's internal policies. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

Charges and payment

The Customer shall pay the Subscription Fees, Additional Feature Fees and Setup Fee (as applicable) (together, the "Fees") and any other amounts due to the Supplier in accordance with this clause 6 and the relevant Order Form.
The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:

on the Effective Date for the Fees payable in respect of the Initial Subscription Term; and
subject to clause 11.1, on each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period;

its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:

on the Effective Date for the Fees payable in respect of the Initial Subscription Term; and
subject to clause 11.1, at least 30 days prior to each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within [30] days after the date of such invoice.

If the Supplier has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of the Supplier the Supplier may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's access to Merve and the Platform and the Supplier shall be under no obligation to provide access to Merve and the Platform while the invoice(s) concerned remain unpaid.

All amounts and fees stated or referred to in this Agreement:

shall be payable in pounds sterling;
are non-cancellable and non-refundable;
are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

The Supplier shall be entitled to increase the Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer.

Proprietary rights

Subject to the licence in clause 2.1, the Customer acknowledges and agrees that the Supplier and/or its licensors own the AXOL IP. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the AXOL IP.
The Supplier confirms that it has all the rights in relation to the AXOL IP that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
The Customer hereby grants to the Supplier a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Supplier's obligations and the exercise of the Supplier's rights under this Agreement. The Customer also grants to the Supplier the right to sub-license these rights to its hosting, connectivity and telecommunications service suppliers to the extent reasonably required for the performance of the Supplier's obligations and the exercise of the Supplier's rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement.
The Customer warrants to the Supplier that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

Confidentiality

The provisions of this clause 8 shall not apply to any Confidential Information that:

is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
the parties agree in writing is not confidential or may be disclosed; or
is developed by or for the receiving party independently of the information disclosed by the disclosing party.

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

use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement ("Permitted Purpose"); or
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 8.

A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence, disclose Confidential Information to any relevant authority without first informing the other party of such disclosure.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this Agreement.
On termination or expiry of this Agreement, each party shall:

destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 11 (Term and Termination).

No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
The above provisions of this clause 8 shall survive for a period of five years from termination or expiry of this Agreement.

Indemnity

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

the Customer's and its Authorised Users' use of Merve and/or the Platform in a manner that is not in accordance with this Agreement, including, without limitation, any breach of the restrictions in clause 2;
any Customer Data, including, without limitation:

any claim that the Customer Data infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or other rights; or
any claim that the use, provision, transmission, display or storage of Customer Data violates any applicable law, rule or regulation including, without limitation, the Safeguarding Obligations or any Data Protection Legislation.

Limitation of liability

Except as expressly and specifically provided in this Agreement:

the Supplier shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Supplier by the Customer in connection with Merve and/or the Platform, or any actions taken by the Supplier at the Customer's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
Merve and the Platform are provided to the Customer on an "as is" basis.

Nothing in this Agreement excludes the liability of the Supplier:

for death or personal injury caused by the Supplier's negligence;
for fraud or fraudulent misrepresentation; or
for any other liability which cannot be excluded by law.

Subject to clauses 10.1 and 10.2:

the Supplier shall have no liability for any:

loss of profits;
loss of business;
loss of anticipated savings;
loss of contract;
wasted expenditure;
depletion of goodwill and/or similar losses;
loss or corruption of data or information; or
any special, indirect, consequential, or pure economic loss, costs, damages, charges or expenses; and

the Supplier's total aggregate liability to the Customer including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, in respect of all breaches of duty occurring within any contract year shall not exceed:

three times the Fee paid or payable by the Customer in the 12 months prior to the event giving rise to the Supplier's liability if the Order Form specifies a Fee in excess of £10 per month for the Customer's access to Merve; or
£120, where the Fee is lower than £10 per month. In any such case, the Customer acknowledges that access to Merve is granted for free or for a discounted fee and is for the Customer to solely review Merve and/or the Platform and therefore it is reasonable for the Supplier to have limited liability in respect of any use made by the Customer of Merve and/or the Platform.

Term and termination

This Agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless:

either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".

Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Customer if:

the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
commits a breach of this Agreement which is irremediable;
the Customer commits a breach of any other term of this Agreement and fails to remedy that breach within a period of 30 days after being notified in writing to do so;
the Customer takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering insolvency, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 11.2(c);
the Customer'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; or
there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010),

and in each such case the Supplier is under no obligation to refund the Fees, or any proportion of the Fees paid in advance by the Customer.

On termination of this Agreement for any reason:

all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of Merve and/or the Platform;
each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten (10) days after the effective 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. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer as soon as reasonably practicable, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Force majeure

Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations (except a payment obligation) if such delay or failure results from events, circumstances or causes beyond its reasonable control (a "Force Majeure Event"). In such an event the corresponding obligations of the other party will be suspended to the same extent as those of the party first affected by the Force Majeure Event. If the Force Majeure Event prevails for a continuous period of more than 3 months, either party may terminate this Agreement by giving 30 days' written notice to the other party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.

Conflict

If there is an inconsistency between any of the provisions of these General Terms and the Order Form, the provisions of the Order Form shall prevail.

Variation

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

Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Rights and remedies

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

Severance

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.
If any provision or part-provision of this Agreement is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

Assignment

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Customer.

No partnership or agency

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

Third party rights

Unless it expressly states otherwise, 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.

Notices

Any notice given to a Party under or in connection with this Agreement will be in writing, will reference this Agreement, and will be sent to the Supplier at Axol Ltd, 9 York Place, Leeds, England, LS1 2DS, or enquiries@axol.team, or to the Customer at the relevant address specified in the Order Form or to such other address as may be specified by the relevant party to the other party in writing.
Any notice shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

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

Governing law

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

Jurisdiction

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