Please note that these terms apply to the use of the Services and the Documentation. By signing to use the Services and the Documentation, the Customer agrees to these terms which will bind the Customer and anyone who accesses the Services and the Documentation through the Customer’s account. If the Customer does not agree to these terms, the Supplier is unwilling to let the Customer subscribe for the Services and Documentation and the Customer will not be able to use the Services and Documentation.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: the Customer or Customer employees, representatives, agents or independent contractors authorised by the Customer to use the Services and Documentation and those parties notified to the Supplier in accordance with clause 2.2(d).
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: as defined in section 1124 of the Corporation Tax Act 2010, as the same may be amended, varied or updated, shall mean 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 construed accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services and Documentation or facilitating the Customer’s use of the Services and Documentation.
Documentation: any document made available to the Customer by the Supplier online via www.riskportal.pgitl.com or such other address notified by the Supplier to the Customer from time to time, which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of this agreement.
Initial Subscription Term: the initial term of this agreement.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any country of the world.
Internal Business Purposes:
i) searching, viewing, copying and printing material containing Know-How from the PGI Risk Portal for the Customer’s own use.
ii) copying revising, customising and using reports, analysis and data relating to the Know–How for Customer’s internal business use.
Know-How: the information contained within the PGI Risk Portal to be provided to the Customer under this agreement including, without limitation:
i) analysis of international land and maritime security events;
ii) monitoring of the commercial environment and business risks;
iii) country and regional threat profiles;
iv) data modelling capabilities;
v) interactive mapping, charting and customisable analysis tools;
vi) alert and report building tools;
vii) daily monitoring, analysis and mitigation advice; and
viii) such other information as the Supplier in its absolute discretion shall decide to make available.
Normal Business Hours: [8.00 am to 6.00 pm] local UK time, each Business Day.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998.
PGI Risk Portal: means the online Supplier risk portal accessible at www.riskportal.pgitl.com or any other website notified to the Customer by the Supplier from time to time, which contains the Know-How, as more particularly described in the Documentation.
Renewal Period: the period described in clause 14.1.
Services: the provision by Supplier of the PGI Risk Portal, which includes Know-How, to the Customer pursuant to the terms of this agreement.
Software: the online software applications provided by the Supplier which enable the Customer to use the Services and Documentation.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, and the additional User Subscriptions, as adjusted from time to time in accordance with the terms of this agreement.
Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods, as more specifically described in clause 14.1.
Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available at www.riskportal.pgitl.com or such other website address as may be notified to the Customer from time to time.
User Subscriptions: the collective amount of user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised User’s to access and use the Services and the Documentation 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 designed to adversely affect the operation of any computer software or hardware.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 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.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provisions.
1.9 A reference to writing or written includes faxes and e-mails.
1.10 References to clauses and schedules are to clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2. LICENCE AND PERMITTED USE
2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's Internal Business Purposes. For the avoidance of doubt, nothing in this Agreement grants to the Customer any rights in the source code of the Software.
2.2 The Supplier reserves the right in its sole discretion to restrict access to all or some parts of the Services and/or Documentation and/or to limit or restrict duration of access to the Documentation or Services or amend the foregoing in order to protect Supplier business interests or the Supplier network.
2.3 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow 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 the Services and/or Documentation;
(c) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password is encouraged to be changed no less frequently than quarterly and that each Authorised User shall keep his password confidential;
(d) it shall permit the Supplier to monitor the Customer’s use of the Services at any time in order, inter alia, to establish the name and password of each Authorised User. This right shall be exercised in such a manner as not to substantially interfere with the Customer's normal conduct of business;
(e) if any of the monitoring referred to in clause 2.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(f) if any of the monitoring referred to in clause 2.3(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as notified to them by the Supplier within ten (10) Business Days of the date of the relevant monitoring.
2.4 The Customer shall not access, store, distribute or transmit any Viruses, or store, upload or transmit any material or Customer Material (as defined in clause 5.1 below) during the course of its use of the Services and Documentation that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.5 The Customer shall not:
(a) except as may be allowed by any applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, disclose or distribute all or any portion of the Software in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(c) access all or any part of the Services or Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(d) use the Services and/or Documentation to provide services to third parties; or
(e) use the Services or Documentation in any way that breaches any applicable local, national or international law or regulation;
(f) use the Services or Documentation in any way that is fraudulent or unlawful; or
(g) transfer any rights or obligations under this agreement, either permanently or temporarily; or
(h) license, sell, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(i) without permission from the Supplier in writing, attempt to obtain, or assist third parties in obtaining, access to the Services or Documentation, the server on which they are stored or any server, computer or database connected to the Supplier’s website.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or Documentation and, in the event of any such unauthorised access or use shall promptly notify the Supplier.
2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company (as defined in section 1159 of the Companies Act 2006) of the Customer.
2.8 Customer agrees that breach of any of the provisions of clause 2 may constitute an offence under the Computer Misuse Act 1990 and Supplier reserves the right to report such breach to the appropriate enforcement authorities and, notwithstanding the provisions of clause 14.3 of this Agreement, to immediately terminate Customer’s right to use the Services and/or Documentation.
3. ADDITIONAL USER SUBSCRIPTIONS
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions and the Supplier shall grant access to the Services and the Documentation to such additional User Subscriptions in accordance with the provisions of this agreement.
3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing.
3.3 On receipt of notification of the requirement for additional User Subscriptions, the Customer shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions in accordance with clause 9 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 for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
4.1 The Supplier shall, during the Subscription Term, provide the Services and the Documentation to the Customer subject to the terms of this agreement.
4.2 Subject to clause 2.2 the Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out (where reasonably practicable) outside of Normal Business Hours; and
(b) unscheduled maintenance. The Supplier will inform the Customer of planned maintenance times as aforesaid from time to time as necessary.
4.3 In the event of unavailability of the Services and Documentation for whatever reason, the Supplier shall be entitled to extend the Subscription Term pro rata for a period equivalent to the unavailability of the Services and Documentation. The Customer shall be not be entitled to any financial compensation in respect of unavailability of the Services and/or Documentation.
4.4 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.
5. CUSTOMER DATA AND PERSONAL DATA
5.1 Any material that is uploaded, submitted and/or posted to the PGI Risk Portal and/or Forums (as defined in clause 5.3 below) by the Customer and/or any Authorised User(s) either using the Customer’s and/or any Authorised User(s) names or anonymously (including, but not limited to, information submitted or contributed by the Customer and/or any Authorised User(s) and reports compiled by the Customer and/or any Authorised User(s) using information that the Customer and/or any Authorised User(s) have submitted) shall be considered non-confidential and non-proprietary (“Customer Material”).
5.2 Pursuant to, and in consideration for, the provision of the Services to the Customer, the Customer (and the Customer shall procure that the Authorised Users) shall assign to the Supplier with full title guarantee the following rights in and to the Customer Material throughout each country of the world to hold the same to the Supplier and its successors and assigns absolutely (“Rights”):
(a) the entire right, title and interest in any and all Intellectual Property Rights in the Customer Material;
(b) all related rights and powers arising or accrued, including the right to sue for damages and other remedies in respect of any infringement of the Rights.
5.3 The Customer warrants (and the Customer procures that any Authorised User(s) shall warrant) that any and all Customer Material contributed to the PGI Risk Portal:
(a) is accurate, truthful and genuinely held (where opinions are stated);
(b) complies with the laws of England and Wales and the laws of any country in the world from which the Customer Material is posted;
(c) complies with all of the criteria set out at clause 2.4; and
(d) must not give the impression that it emanates from the Supplier where this is not the case.
5.4 Failure by the Customer to comply with Clause 5.3 shall constitute a material breach of this agreement which, notwithstanding clause 14.2, shall entitle the Supplier (at its option) to suspend, withdraw or terminate the Customer’s right to use the Services and/or Documentation and to pursue such legal action against Customer as it shall consider necessary in the circumstances.
5.6 If the Supplier processes any Personal Data on the Customer’s behalf, or any of the Authorised Users’ behalf, when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
5.6.1 the Customer and the Authorised Users acknowledge and agree that the Personal Data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
5.6.2 the Customer and the Authorised Users shall ensure that the Customer and the Authorised Users are entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Customer's and the Authorised Users’ behalf;
5.6.3 the Customer and Authorised Users shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
5.6.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.
6 THIRD PARTY PROVIDERS
7 SUPPLIER'S OBLIGATIONS
7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. The Supplier gives no warranty or assurance except as set out herein and all implied warranties and conditions are hereby excluded.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agent. If the Services do not conform with the foregoing undertaking, Supplier will use all reasonable commercial endeavours to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
7.1.1 does not warrant that the Customer's and the Authorised Users’ use of the Services or Documentation will be uninterrupted or error-free; or that the Services or Documentation obtained by the Customer and the Authorised Users through the Services will meet the Customer's or the Authorised Users’ requirements; and
7.1.2 does not warrant that that Know-How constitutes a definitive or complete statement of all previous or current threats, hazards or risks in any country of the world, nor is it intended to constitute safety advice for any specific situation; and
7.1.3 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 and Authorised User acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.2 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.
8 CUSTOMER'S OBLIGATIONS
The Customer shall:
8.1 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 the Services and Documentation, including but not limited to Customer Data, Customer Material, security access information and configuration services;
8.2 comply with all applicable laws and regulations with respect to its activities under this agreement;
8.3 carry out all other Customer and Authorised Users’ 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;
8.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
8.5 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 the Services;
8.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
8.7 be solely responsible for procuring and maintaining 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.
9 CHARGES AND PAYMENT
9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions and additional User Subscriptions in accordance with this clause 9.
9.2 The Customer shall on the Effective Date provide to the Supplier 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:
9.2.1 its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
(a) on the Effective Date for the Subscription Fees payable in advance in respect of the Initial Subscription Term; and
(b) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in advance in respect of the next Renewal Period,
(c) and to the extent applicable the Customer shall pay each invoice within thirty (30) days after the date of such invoice.
9.3 If the Supplier has not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies of the Supplier:
9.3.1 the Supplier may, without liability to the Customer, disable the Customer’s and the Authorised Users’ passwords, accounts and access to all or part of the Services and Documentation and the Supplier shall be under no obligation to provide any or all of the Services and Documentation while the invoice(s) concerned remain unpaid; and
9.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to three percent (3%) per annum above the then current base lending rate of Santander UK plc's from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4 All amounts and fees stated or referred to in this agreement:
9.4.1 shall be payable in pounds sterling;
9.4.2 are, subject to clause 13.4(b), non-cancellable and non-refundable; and
9.4.3 are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
9.5 The Supplier shall be entitled to increase the Subscription 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 ninety (90) days' prior notice to the Customer.
10 PROPRIETARY RIGHTS
10.1 The Customer acknowledges and agrees that the Supplier, its licensors, assigns and successors, owns all Intellectual Property Rights in the Services, Documentation and Customer Material the Customer hereby agrees to execute such documents or assignments and do such things as may be required by the Supplier at the Customer’s sole expense to perfect such right and title.
10.2 This agreement does not grant the Customer or any Authorised Users any Intellectual Property Rights in respect of the Services and Documentation.
10.3 The Supplier confirms that it has the necessary rights in relation to the Services and the Documentation to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11.1 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 shall not be deemed to 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.
11.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
11.3 The Customer and the Authorised Users shall take all reasonable steps to ensure that the Supplier'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.
11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.5 The Customer and the Authorised Users acknowledge that details of the Services and Documentation, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
11.6 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.
12.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) any direct or indirect breach (material or otherwise) by the Customer or the Authorised Users’ of any of its obligations under this agreement and (ii) the Customer's and the Authorised Users’ use of the Services and/or Documentation and (iii) the Customer’s failure to comply with the provisions of clause 5, provided that:
(a) the Customer is given reasonable notice of any such claim; and
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's sole expense.
12.2 In the defence or settlement of any claim against the Supplier, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two (2) Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.3 In no event shall the Supplier, its employees, licensors, agents, assigns, successors and sub-contractors be liable to the Customer to the extent that any alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than the Supplier; or
(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
12.4 The foregoing and clause 13.4(b) state the Customer’s and Authorised Users’ sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees, licensors, agents, assigns, successors and sub-contractors) entire obligations and liability, for infringement of any right of confidentiality.
13. LIMITATION OF LIABILITY
13.1 This clause 13 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, licensors, agents, assigns, successors and sub-contractors) to the Customer:
(a) arising under or in connection with this agreement;
(b) in respect of any use made by the Customer or the Authorised Users’ of the Services and Documentation or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
13.2 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer or the Authorised Users in connection with the Services and Documentation, or any actions taken by the Supplier at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the Documentation are provided to the Customer on an "as is" basis.
13.3 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.
13.4 Subject to clause 13.2 and clause 13.3:
(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) the Supplier's total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid by the Customer during the twelve (12) months immediately preceding the date on which the claim arose.
14. TERM AND TERMINATION
14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, 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:
(a) the Customer shall give written notification of termination to the Supplier not later than 14 days after the commencement of the 60 day notice period prior to the expiry 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
(b) 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.
14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
(b) Supplier gives not less than 30 days written notice to terminate to the Customer. In this event Supplier shall refund to Customer a proportion of the Subscription Fees corresponding to the balance of the Subscription Term.
(c) Customer gives not less than 30 days written notice to Supplier to terminate this Agreement. In this event no refund shall be made to the Customer for any unexpired Subscription Term.
(d) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(e) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(f) 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;
(g) 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;
(h) 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;
(i) 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;
(j) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(k) 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;
(l) 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  days;
(m) 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(f) to clause 14.2(l) (inclusive); or
(n) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.3 Without affecting any other right or remedy available to the Supplier, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if there is a Change of Control of the Customer.
14.4 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, Services and Documentation and other items (and all copies of them) belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. FORCE MAJEURE
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, any abnormally inclement weather, earthquake, epidemic or other natural disaster, explosion, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19. 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.
20.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
21. COUNTERPARTS This agreement may be executed in any number of counterparts, each of which when executed (and delivered) shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
22. ENTIRE AGREEMENT
22.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
22.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
24 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).
25 THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes. The Customer further agrees that electronic communications by email shall constitute appropriate notice in writing. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received three days after posting. In the case of an email, delivery shall be deemed to have occurred 24 hours after the sending of such email or immediately following posting on Supplier website.
27 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 construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
PGI will support subscribers with difficulties in accessing the Risk Portal, where possible. This will be available during UK office hours. PGI will not however provide IT support or technical review of the computer systems being used by subscribers.
PROTECTION GROUP INTERNATIONAL
Level 2 | 3 Sheldon Square | Paddington | W2 6HY
email@example.com, phone number 0207 887 2699