This Blackout End User Licence Agreement (as amended under clause 13.2) (“
EULA ”) is a legal agreement between Blackout Fleet Limited, registered in England and Wales with no. 16800009, with registered address at 6
th Floor, Capital Tower, 91 Waterloo Road, London, England, SE1 8RT (“
Blackout ”) and the person/firm to who has purchased a licence to any Blackout Software via an authorised reseller (“
End Customer ”).
By installing, copying, or otherwise using the Blackout Software, the End Customer agrees to be bound by the terms of this EULA. If the End Customer does not agree to the terms of this EULA, it must not install, copy, or otherwise use the Blackout Software. In addition, by installing, copying, or otherwise using any updates or other components of the Blackout Software that the End Customer receives separately as part of the Blackout Software, the End Customer agrees to be bound by any additional terms and conditions that accompany the same.
This EULA applies to the exclusion of any other terms that End Customer may seek to impose, or which are implied by trade, custom, practice or course of dealing.
Note particularly clause 6 (Limitation of Liability)
1 InterpretationIn this EULA: (i)
person includes a natural person, corporate or unincorporated body; (ii) a reference to Blackout or End Customer includes its personal representatives, successors and permitted assigns; (iii) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (iv) any phrase introduced by the terms
including or
include shall be illustrative and shall not limit the sense of the preceding words; (v) a reference to
writing or
written includes emails but excludes faxes; and (vi) the following definitions apply:
“
Applicable Law ”: the laws of England and Wales, together with any other mandatory laws, regulations, regulatory policies, guidelines or industry codes which apply to the performance of each party’s obligations under this EULA.“
Authorised Users ”: those employees and independent contractors of the End Customer who are entitled to use the Blackout Software under this EULA (as detailed in the
Licence Order ).
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Blackout Software ”: any standard Blackout software, modified software and/or bespoke software and all subsequent amendments and updates to, or new versions of, such software as may be licenced to the End Customer (excluding any Open-Source Software) under the Licence Order.
“
Business Day ”: a day other than a Saturday, Sunday or public holiday in England.
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Charges ”: the charges payable by the End Customer to the Reseller under the Licence Order solely in respect of a licence to any Blackout Software and for the avoidance of doubt, excluding any sums due in respect of other products or services provided by or on behalf of the Reseller or a Third Party.
“
Documentation ”: any operating manuals, user instruction manuals, technical literature and all other related materials in human-readable or machine-readable forms supplied by/on behalf of Blackout in respect of the applicable Blackout Software, set out in the Specification, as may be amended or added to from time to time.
“
Defect ”: an error in the applicable software that causes it to fail to operate materially in accordance with its Specification and/or Documentation.
“
Documentation ”: the operating manuals, user instruction manuals, technical literature and all other related materials in human-readable or machine-readable forms supplied by/on behalf of Blackout.
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Effective Date ”: as defined in the Licence Order.
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Insolvency Event ”: (a) the End Customer 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 under section 123 of the Insolvency Act 1986 or is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986 or (if a partnership) has any partner to whom any of the above applies; (b) the End Customer starts negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for/enters into any arrangement with its creditors; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for/in connection with the winding up of the End Customer; (d) the End Customer is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the End Customer attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced on or sued against, the whole or part of its assets which is not discharged within 14 days; (f) an application is made to court, or an order is made to appoint an administrator, or notice of intention to appoint an administrator is given or an administrator is appointed over the End Customer; (g) a floating charge holder over the assets of the End Customer becomes entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the End Customer or a receiver is appointed over the assets of the End Customer; (i) any event analogous to those mentioned in (a)-(h) above in another jurisdiction.
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Intellectual Property Rights ”: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), 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 part of the world.
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Licence Order ”: the Reseller’s order document (in whatever form) for the Blackout Software indicating the licence quantity, licence type and licence term of Blackout Software ordered by the End Customer, together with the charges for the same.
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Licence Term ”: the period during which the Blackout Software is to be licensed to the End Customer.
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Open-Source Software ”: any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (http://www.opensource.org/docs/definition.php) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at http://www.gnu.org/licenses/gpl.html), or anything similar, included or used in, or in the development of, Blackout Software, or with which Blackout Software is compiled or to which it is linked.
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Reseller ”: any third party authorised by Blackout to resell to the End Customer a licence to use any Blackout Software.
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Sourcing Issue ”: an inability on the part of Blackout to source particular materials or resources (including Blackout Personnel) on terms similar or identical to those available at the Effective Date (including due to exchange rate fluctuations, increases in taxes or duties) or a change in Applicable Law.
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Specification ”: the specification for the Blackout Software, as may be amended or added to from time to time.
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Term ”: as defined in the Licence Order.
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Third Party ”: a person other than Blackout or the End Customer.
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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.
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Year ”: the period of 12 calendar months from the applicable Effective Date and each 12 calendar month period thereafter.
2 Blackout Software 2.1 In consideration for the payment of all applicable Charges under the Licence Order, Blackout hereby grants to the End Customer a non-exclusive licence for the Licence Term to use the Blackout Software and the Documentation, unless terminated earlier pursuant to this EULA or the Licence Order.
2.2 Use of the Blackout Software and Documentation shall be restricted to: (i) the Licence restrictions set out set out in the Specification and/or in the Licence Order; (ii) the quantity restrictions set out in the Licence Order for the same; (iii) the use extent set out in the Specification; (iv) object code form; (v) the purpose described in the Specification; (vi) the normal business purposes of the End Customer; (vii) Authorised Users of the End Customer.
2.3 For the period of 3 months from delivery, the Blackout Software will perform in accordance with the Specification and Documentation in all material respects. The End Customer’s sole remedy for breach of the warranty under this clause 2.3 shall be the correction of the Defect by Blackout within a reasonable time from notification by the End Customer of the same.
2.4 Blackout shall provide to the End Customer, from time to time, copies of the Documentation containing sufficient up-to-date information for the proper use and maintenance of the Blackout Software. Such Documentation may be supplied in electronic form.
2.5 The End Customer may make such further copies of the Documentation as are reasonably necessary for the use and maintenance of Blackout Software and for training the End Customer's personnel in use of Blackout Software. The End Customer shall ensure that all of Blackout's proprietary notices are reproduced in any such copy. The End Customer may provide copies of the Documentation to any third party who needs to know the information contained in it, provided that such third party first enters into appropriate confidentiality obligations no less stringent than those contained in this EULA.
2.6 Any unauthorised modifications, use or improper installation of Blackout Software by the End Customer (or on behalf of the End Customer, other than by Blackout Personnel) shall render all Blackout's warranties and obligations under this EULA null and void. Blackout shall not be obliged to rectify any particular Defect if attempts to rectify such Defect other than normal recovery or diagnostic procedures have been made by the End Customer's personnel or third parties without the permission of Blackout.
2.7 Notwithstanding any other provision, Blackout specifically denies any implied or express representation that the Blackout Software will:
2.7.1 be fit to operate in conjunction with any hardware items or software products other than with those that are identified in the Specification (or in the relevant Documentation) as being compatible with the Blackout Software; or
2.7.2 operate uninterrupted or error-free.
2.8 The End Customer may not use the Blackout Software other than as specified in this clause without the prior written consent of Blackout, and the End Customer acknowledges that additional fees may be payable on any change of use approved by Blackout.
2.9 Except as expressly licensed, the End Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, access all or any part of the Blackout Software in order to develop software which competes with the same, decompile, disassemble, modify, adapt or make error corrections to the same in whole or in part.
2.10 The End Customer shall not: (i) sub-license, assign or novate the benefit or burden of the licence to the Blackout Software in whole or in part; (ii) allow the Blackout Software to become the subject of any charge, lien or encumbrance; or (iii) deal in any other manner with any or all of its rights and obligations under this EULA, without the prior written consent of Blackout.
2.11 The End Customer shall: (i) ensure that the number of persons using the Blackout Software does not exceed the number specified in the Licence Order (ii) keep a complete and accurate record of Authorised Users, and produce such record to Blackout on request from time to time; (iii) notify Blackout as soon as it becomes aware of any unauthorized use of the Blackout Software by any person; (iv) pay, for broadening the scope of the licences granted under this licence to cover the unauthorized use, an amount equal to the fees which Blackout would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for under this EULA, from such date to the date of payment.
2.12 The End Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Blackout Software and notify Blackout promptly of any such unauthorised access or use.
2.13 The End Customer shall permit Blackout to inspect and have access to any premises (and to the computer equipment located there) at or on which the Blackout Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the End Customer is complying with the terms of this licence, provided that Blackout provides reasonable advance notice to the End Customer of such inspections, which shall take place at reasonable times. This right shall continue beyond termination and/or expiry of this EULA to enable Blackout to verify that use has ceased.
2.14 If Blackout processes any personal data of the End Customer, its Authorised Users (and any of the End Customer’s other personnel) in connection with the use of the Blackout Software by the End Customer and/or its Authorised Users, the End Customer consents to such processing in accordance with Applicable Law and Blackout’s
privacy policy.
3 Intellectual Property 3.1 Blackout warrants that it has, and will continue to have, all necessary rights in and to any and all Intellectual Property Rights that it purports to license to the End Customer.
3.2 The End Customer acknowledges and agrees that Blackout and/or its licensors own all Intellectual Property Rights in the Blackout Software.
3.3 Except as expressly stated herein, this EULA does not grant the End Customer any Intellectual Property Rights or any other rights or licences to, in or in respect of the Blackout Software.
4 End CUSTOMER Obligations 4.1 The End Customer shall:
4.1.1 comply with any and all obligations which are set out in the Specification which are stated to be performed by the End Customer and any other obligations which are apparent or would be ordinarily expected to be complied with by the End Customer in the ordinary course of receipt of similar software;
4.1.2 provide such assistance as may be reasonably requested by Blackout from time to time;
4.1.3 respond promptly to any request for a decision, guidance, information or instruction which Blackout may submit from time to time;
4.1.4 not to do or permit anything to be done that will or may damage the business, reputation, image and/or goodwill of Blackout;
4.1.5 be solely responsible for procuring and maintaining any necessary network connections and telecommunications links from its systems; and
4.1.6 be solely responsible for the implementation and maintenance of its own cyber security procedures and policies to ensure that its use of the Blackout Software is secure including without limitation protection against Viruses.
5 Warranties, Indemnities & Limitation of Liability 5.1 All representations or warranties (whether written or oral, express or implied by statute, common law or otherwise) apart from those expressly set out in this EULA are hereby excluded. In particular, but without prejudice to the generality of the foregoing, Blackout makes no representation or gives any warranty (whether express or implied, statutory and/or otherwise), and will have no liability, regarding the fitness of the Blackout Software for any purpose, whether or not such purpose is disclosed to Blackout.
5.2 The End Customer hereby indemnifies Blackout and its Resellers from and against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Blackout in connection with:
5.2.1 any failure of the End Customer to obtain appropriate licences and/or consents in accordance with its obligations under this EULA or any subsequent revocation or non-renewal of any such licence and/or permit;
5.2.2 any failure of the End Customer to ensure its compliance with Applicable Law in accordance with its obligations under this EULA;
5.2.3 any use of the Blackout Software by End Customer other than as envisaged under this EULA;
5.2.4 the End Customer's breach of open-source licence agreement relating to any Open-Source Software;
5.2.5 any other breach of the terms of this EULA by the End Customer and/or any of its Authorised Users; and
5.2.6 any negligent act or omission by the End User and/or any of its Authorised Users relating to the use of the Blackout Software.
5.3 Blackout shall defend the End Customer, its officers, directors and employees against any claim that the Blackout Software infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the End Customer for any amounts finally awarded against End Customer in judgment or settlement of such claims, provided that:
5.3.1 Blackout is given prompt notice of any such claim;
5.3.2 the claim does not result from the End Customer’s failure to install an update or new version of any Blackout Software as soon as is practicable following its release by Blackout;
5.3.3 the End Customer provides reasonable co-operation to Blackout in the defence and settlement of such claim (at Blackout’s expense, provided such expenses are reasonable and can be evidenced to Blackout’s satisfaction); and
5.3.4 Blackout is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Blackout may procure the right for the End Customer to continue using the Blackout Software, replace or modify the Blackout Software so that they become non-infringing or, if such remedies are not reasonably available, terminate this EULA on 2 Business Days' notice to the End Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the End Customer. In no event shall Blackout, its employees, agents and sub-contractors be liable to the End Customer to the extent that the alleged infringement is based on: (a) a modification of the Blackout Software by anyone other than Blackout; (b) the End Customer's use of the Blackout Software in a manner contrary to the instructions given to the End Customer by Blackout; or (c) the End Customer's use of the Blackout Software after notice of the alleged or actual infringement from Blackout or any appropriate authority. The foregoing states the End Customer's sole and exclusive rights and remedies, and Blackout’s (including its directors, employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
5.4 The following provisions set out the entire financial liability of Blackout, its Resellers, and the End Customer (including any liability for the acts or omissions of its respective employees, agents and sub-contractors) to the other in respect of:
5.4.1 any breach of this EULA howsoever arising; and
5.4.2 any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Licence Order.
5.5 Nothing in this EULA shall limit or exclude Blackout’s, the Resellers’, or the End Customer’s liability for:
5.5.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
5.5.2 fraud or fraudulent misrepresentation; and
5.5.3 any other liability which cannot be limited or excluded by Applicable Law.
5.6 In the event of a breach of the terms of this EULA, or any negligent act or omission, in each case by Blackout, Blackout’s liability in respect of loss or damage to tangible property of the End Customer shall not exceed £[
10,000 ] (ten thousand pounds).
5.7 Subject to clauses 5.5 and 5.6, Blackout’s liability in respect of loss or damage under this EULA in any 12 month period shall not exceed the lower of:
5.7.1 a sum equal to the total Charges paid and payable to Blackout by the End Customer under such Licence Order during the period of 12 months immediately prior to the event giving rise to the claim, or
5.7.2 £[100,000] (one hundred thousand pounds),however that liability arises including breach of contract, tort, misrepresentation or breach of statutory duty.
5.8 Subject to clause 5.5, in no event will Blackout or any of its Resellers be liable to the End Customer (whether in contract, tort, negligence or otherwise):
5.8.1 for any loss not flowing directly and naturally in the ordinary course of events from its own act or omission;
5.8.2 for any loss of profit, revenue, use, anticipated savings, data, goodwill or opportunity or damage to reputation;
5.8.3 for any indirect, special or consequential loss or damage;
5.8.4 to the extent that any delay in performing or failure to perform Blackout’s obligations is due to a failure by the End Customer to perform its own obligations under the Licence Order or if delay results from a failure by the End Customer to comply with reasonable requests by Blackout for instructions, information or action required by it to perform its obligations within a reasonable time; or
5.8.5 for the consequences of any acts or omissions of the End Customer, including its Authorised Users and personnel.
5.9 In the event of any loss or damage to End Customer data, the End Customer's sole and exclusive remedy shall be for Blackout to use reasonable commercial endeavours to restore the same from its latest back-up maintained by Blackout in accordance with the archiving procedure described in the Specification.
5.10 In no event shall Blackout or any of its Resellers be liable for any loss, destruction, alteration or disclosure of any data caused by any third party.
5.11 Subject to clause 5.5, in no event shall any of the Resellers be responsible or liable to any End Customer, any Authorised User (or any third party) for any damage, loss, liability, cost and/or expense of any nature whatsoever relating to, and/or resulting from, the use of the Blackout Software.
6 Term and Termination 6.1 Without prejudicing any other right or remedy available to it, Blackout may terminate this EULA with immediate effect by giving written notice to the End Customer if:
6.1.1 the End Customer fails to pay any amount due under the Licence Order on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
6.1.2 the End Customer commits a material breach of any term of this EULA which breach is irremediable or (if remediable) fails to remedy it within a period of 10 Business Days after being notified in writing to do so;
6.1.3 the End Customer repeatedly breaches any of the terms of this EULA 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 under this EULA;
6.1.4 an Insolvency Event occurs;
6.1.5 there is a change of control of the End Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
6.2 Blackout may terminate this EULA at any time by giving not less than 30 days’ written notice to the End Customer.
7 Consequences of Termination 7.1 On termination for any reason (without or without cause):
7.1.1 all rights granted to the End Customer under this EULA shall cease; and
7.1.2 the End Customer shall cease all activities authorised by this EULA.
8 Assignment 8.1 The End Customer may not assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under this EULA without the consent of Blackout.
8.2 Blackout may assign, sub-contract, charge or otherwise deal in any other manner with all or any of its rights or obligations under this EULA without the prior written consent of the End Customer.
8.3 The End Customer agrees that it shall co-operate and promptly undertake all matters at Blackout’s cost and expense that are necessary to novate or assign any Licence Order or any parts thereof to any third party when requested to do so by Blackout.
9 Force Majeure 9.1 Neither party shall be in breach of this EULA nor liable for delay in performing, or failure to perform, any of its obligations under this EULA if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes; lock-outs or other industrial disputes (except with respect to that party's own employees); acts of God; war; riot; civil commotion; compliance with any law or governmental order, rule, regulation or direction; accident; fire, flood, or storm. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for two months, the party not affected may terminate the relevant contract (together with any other arrangement between the parties) by giving 10 Business Days' written notice to the other party.
10 Notices 10.1 A notice given pursuant to this EULA shall be in writing, addressed to the place of business of the relevant party, directed to: (i) in respect of Blackout, support@blackout-technologies.com; and (ii) in respect of the End Customer, the named individuals set out in the Licence Order.
10.2 Such notices shall be: (i) delivered personally; (ii) sent by e-mail; or (iii) sent by pre-paid special delivery.
10.3 A notice is deemed to have been received:
10.3.1 if delivered personally, at the time of delivery;
10.3.2 in the case of e-mail, at the time of transmission, provided a delivery notification is obtained evidencing delivery of the email; and
10.3.3 in the case of special delivery, the date on which delivery takes place, as evidenced by the acknowledgement from the Royal Mail,
provided that, if receipt is not within Normal Business Hours on a Business Day, delivery shall be deemed to be when business next starts in the place of receipt.
11 Dispute Resolution 11.1 If a dispute arises out of or in connection with this EULA (a “
Dispute ”) then the parties shall follow the procedure set out in this clause 11:
11.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a “
Dispute Notice ”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute; and
1
1.1.2 if the parties are for any reason unable to resolve the Dispute within 20 Business Days from service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (an “
ADR Notice ”) to the other party to the Dispute, requesting mediation. A copy of the ADR Notice should be sent to CEDR. Unless otherwise agreed by the parties the mediation will start in London not later than 20 Business Days after the date of the ADR Notice.
11.2 If the Dispute is not resolved within one month of the mediator’s appointment, then either party may commence Court proceedings, but provided that nothing in this clause 11.2 shall prevent either party from either continuing with any means of alternative dispute resolution as may be agreed in writing from time to time, or seeking an injunction or other interim relief at any time if it reasonably believes such action is necessary to prevent irreparable damage.
12 General 12.1 The Resellers may rely on and enforce the terms of clause 5 of this EULA. Other than the Resellers, a natural or legal person who is not a party to this EULA shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This clause does not alter any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
12.2 Variations:
12.2.1 Except as set out in this EULA, any variation, including the introduction of any additional terms and conditions, to this EULA shall only be binding when agreed in writing and signed by Blackout.
12.2.2 A waiver of any right is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under this EULA are cumulative and do not exclude rights provided by law.
12.3 The construction, validity and performance of this EULA shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
12.4 No delay or omission by any party in exercising any of its rights or remedies under this EULA or under any Applicable Law on any occasion shall be deemed a waiver of, or bar to, the exercise of such right or remedy or any other right or remedy upon any other occasion.
12.5 In the event that any provision of this EULA shall be void or unenforceable by reason of any provision of Applicable Law, it shall be deleted and the remaining provisions hereof shall continue in full force and effect and, if necessary, be so amended as shall be necessary to give effect to the original intent of this EULA so far as possible.
12.6 Nothing in this EULA is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
12.7 Each party undertakes to the other that it will not, and will procure that its Authorised Users and employees will not, in the course of performing its obligations under this EULA, knowingly engage in any activity which would constitute a breach of the Bribery Act 2010 and that it has in place a compliance programme designed to ensure compliance with the terms of the Bribery Act 2010 and has and will maintain in place, adequate procedures designed to prevent any of its third party contractors or sub-contractors from undertaking any conduct that would give rise to an offence under the Bribery Act 2010.As is common practice with almost all professional websites this site uses cookies, which are tiny files that are downloaded to your computer, to improve your experience. This page describes what information they gather, how we use it and why we sometimes need to store these cookies. We will also share how you can prevent these cookies from being stored however this may downgrade or 'break' certain elements of the sites functionality.