Clien TandCs – Grounded

Think Grounded Limited Standard Terms and Conditions

PARTIES:

(1) THINK GROUNDED LIMITED is a company incorporated and registered in England and Wales with company number 16464819 whose registered office address is 183 Westcombe Hill, London, England, SE3 7DR (“Grounded”); and

(2) the customer entity detailed into the applicable Order Schedule (“Client”).

BACKGROUND

(A) Grounded has developed the CogniClick Platform which enables Clients to submit benchmarking campaigns to third party End Users with a view to generate B2B leads by canvassing opinion from the Client’s industry sector.

(B) Grounded has agreed to provide, and the Client has agreed to receive and pay for, Grounded’s Services (as defined below) subject to the terms and conditions of this Agreement.

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Client Representative: any employees, agents and/or independent contractors of the Client who are authorised by the Client to use the Services and the User Guides. Client Representatives may be provided with different access rights, as determined within the Platform by the Client’s designated Platform administrator from time to time (or as Grounded otherwise updates on the Client’s behalf)).

Campaign Content: any campaign questions, information, data or documents inputted by the Client (i.e. relating to the campaign copy rather than the Client Materials), Client Representatives, or Grounded on the Client’s behalf, for the purpose of using the Services or facilitating the Client’s use of the Services.

Client Materials: any logos, branding or other materials, content, information or documentation provided by the Client to Grounded in connection with the provision of the services, including without limitation, any Campaign Content.

Consultancy Services: any professional services work provided by Grounded to assist the Client with its use of the Platform.

Data Protection Laws: means the Data Protection Act 2018, the UK GDPR and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation, and to the extent applicable, the data protection or privacy laws of any other country.

Effective Date: the date that this Agreement is deemed to be agreed by the parties pursuant to clause 2.2 or as otherwise specified in an Order Schedule.

End User: a third party respondent that replies to a benchmark campaign via the Client’s URL link to the Platform.

Fees: any fees payable by the Client to Grounded for the Services, as detailed in an Order Schedule.

Initial Subscription Term: where applicable, any initial period (which may be a free trial, where explicitly stated as such in an Order Schedule) of the Client’s use of the Platform for the period stated in an Order Schedule.

Intellectual Property Rights: any patents, trade marks, service marks, copyright, database rights, moral rights, design rights, unregistered design rights, domain names, rights in get-up, topography rights, know-how, confidential information and any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in England or any other part of the world together with any goodwill relating or attached to such rights;

Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day.

Order Schedule: a document agreed by the parties setting out the Fees and other specifications for the Services.

Personal Data: has the meaning under any applicable Data Protection Laws.

Platform: Grounded’s proprietary software platform which enables the Client to conduct benchmarking campaigns and generate Service Data.

Renewal Period: the period described in clause 11.2.

Service Data: any End User responses and/or related data arising from the Client’s benchmarking campaigns generated through the Platform (excluding any third party data, such as Google Analytics data).

Services: means (i) the provision of access to the Platform to enable the Client to engage with End Users and generate Service Data; and/or (ii) any agreed Consultancy Services, each as detailed in an Order Schedule.

Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods.

Support Services Policy: Grounded’s policy for providing support in relation to the Services, as updated from time to time.

User Guides: any documents and/or materials made available to the Client by Grounded from time to time which sets out a description of the Services and/or any user instructions for the Platform.

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.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be illustrative only and are not intended to limit the sense of the words preceding those terms.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 Clause headings, images and illustrations are for reference purposes only, are not legally binding and shall not affect the interpretation of this Agreement.

1.5 A reference to ‘writing’ or ‘written’ includes email unless stated otherwise, but not faxes.

1.6 In the event of conflict between this Agreement and an Order Schedule, this Agreement will prevail unless there is an express statement in the Order Schedule that a particular clause in the Order Schedule will take priority over a specific term in this Agreement.

2. ENGAGEMENT

2.1 This Agreement shall:

(a) be deemed to apply to and be incorporated into the relationship between Grounded and the Client in relation to the provision of the Services as detailed in an Order Schedule; and

(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Client’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2.2 This Agreement shall take effect on the date that the relevant Order Schedule is signed by the second party, or the ‘Start Date’ specified in the relevant Order Schedule (where stated).

3. SERVICES

3.1 Grounded shall, during the Subscription Term, provide the Services and make available the User Guides to the Client on and subject to the terms of this Agreement.

3.2 Subject to circumstances outside of Grounded’s reasonable control, Grounded aims to keep the Platform operational:

(a) for a minimum of 99% of the time during Normal Business Hours;

(b) 95% of the time overall; and

3.3 Grounded shall use reasonable endeavours to publish the times of planned system outages within the Platform. So far as is reasonably practical, Grounded shall aim to keep any planned system outages outside of Normal Business Hours and shall aim to keep such outages under four hours’ continuous duration on each occasion.

3.4 Grounded will, as part of the Services and at no additional cost to the Client, provide the Client with Grounded’s standard customer support services during Normal Business Hours in accordance with Grounded’s Support Services Policy in effect at the time that the Services are provided. Grounded may amend the Support Services Policy in its sole and absolute discretion from time to time.

4. GROUNDED’S OBLIGATIONS

4.1 Subject to the terms of this Agreement, Grounded hereby grants to the Client a non-exclusive, non-transferable right to permit the Client Representatives to use the Platform and the User Guides during the Subscription Term for the number of campaigns described in the applicable order, solely for the Client’s internal business operations.

4.2 It is acknowledged by the Client that Grounded:

(a) does not warrant that the Service Data will be accurate or reliable and any reliance on such Service Data is solely at the Client’s risk;

(b) does not warrant that the Client’s use of the Platform will be uninterrupted or error-free;

(c) does not warrant that the Platform, the Services, User Guides and/or the Service Data obtained by the Client through the Services will meet the Client’s requirements; and

(d) 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 Client acknowledges that the Services and User Guides may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.3 Other than in relation to the Client Materials, Grounded warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the provision of the Platform under this Agreement.

4.4 Grounded will use reasonable efforts to complete any Services within any timeframe agreed with the Client, but for the avoidance of doubt, time shall not be ‘of the essence’ for the performance of the Services.

4.5 Grounded warrants that it is implement and maintain reasonable security systems on the Platform for the duration of this Agreement. Grounded has ISO 27001 accreditation, as well as certification with IASME Governance and Cyber Essentials.

5. CLIENT OBLIGATIONS

5.1 The Client is responsible for creating campaigns within the Platform, monitoring their effectiveness and exporting the Service Data. Unless the Client has agreed with Grounded to provide Consultancy Services, the Platform is made available to the Client solely in a self-service capacity.

5.2 The Client is solely responsible for any Campaign Content that it creates within the Platform. The Client undertakes not to seek to obtain any information from End Users which relates to:

(a) any individual under the age of 18; or

(b) financial data; or

(c) any information which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or in a manner that is otherwise illegal or causes damage or injury to any person or property,

and Grounded reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this clause and to suspend the Client’s use of the Platform.

5.3 The Client undertakes not to transmit any Virus to Grounded or to access, store, distribute or transmit any Client Materials that include any material that falls under the description of content at clause 5.2(c).

5.4 The Client shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, any Service Data and/or User Guides (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

(b) access all or any part of the Platform, the Services, Service Data and/or the User Guides in order to build a product or service which competes with the Platform, the Services and/or the User Guides;

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform, the Services and/or the User Guides available to any third party except the Client Representatives, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Platform, the Services, Service Data and/or the User Guides, other than as permitted by this Agreement.

5.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, the Services, any Service Data and/or the User Guides and, in the event of any such unauthorised access or use, promptly notify Grounded.

5.6 The Client shall:

(a) provide Grounded with:

(i) all reasonably requested co-operation in relation to this Agreement; and

(ii) access to such information as may be required by Grounded;

in order to provide the Services;

(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(d) ensure that the Client Representatives use the Services and the User Guides in accordance with the terms and conditions of this Agreement and shall be responsible for any Client Representatives’ breach of this Agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Grounded, its contractors and agents to perform their obligations under this Agreement; and

(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Grounded’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.

6. CHARGES AND PAYMENT

6.1 The Fees payable by the Client for use of the Platform during the Initial Subscription Term (where applicable) and any Renewal Period shall be stated in the applicable Order Schedule. From the commencement of the first Renewal Period and each Renewal Period thereafter, the Client shall pay the Fees to Grounded in accordance with the relevant Order Schedule. The Client shall pay the Fees annually in advance for each Renewal Period, as agreed in the applicable Order Schedule.

6.2 Consultancy Services are charged in accordance with the terms of an Order Schedule.

6.3 The Client must pay each invoice within 30 days after the date of the invoice.

6.4 If Grounded has not received payment of an invoice by the applicable due date, and without prejudice to any other rights and remedies of Grounded:

(a) interest shall accrue on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or

(b) Grounded may, without liability to the Client, suspend and disable the Client’s (or any Client Representatives’) password, account and access to all or part of the Services and Grounded shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

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

(a) shall be payable in pounds sterling;

(b) are non-cancellable and non-refundable; and

6.6 Grounded shall be entitled to increase the Fees payable at the start of each Renewal Period upon two months’ prior notice to the Client and the applicable Order Schedule shall be deemed to have been amended accordingly.

6.7 Grounded may set-off any liability that the Client may have to Grounded against any liability that Grounded may have to the Client.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Client shall own all right, title and interest in and to all of the Client Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Materials.

7.2 In the event of any loss or damage to Client Materials, the Client’s sole and exclusive remedy shall be for Grounded to use reasonable commercial endeavours to restore the lost or damaged Client Materials from the latest back-up of such Client Materials maintained by Grounded in accordance with its archiving procedure in effect from time to time. Grounded shall not be responsible for any loss, destruction, alteration or disclosure of Client Materials caused by any third party.

7.3 Grounded hereby assigns to the Client any Services Data upon its creation.

7.4 Grounded warrants that it will not use any Services Data for its own purposes unless it is in an anonymised and aggregated format.

7.5 Subject to clause 7.4, the Client hereby grants to Grounded a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to use the Campaign Content and the Services Data in relation to any Grounded services from time to time.

7.6 The Client hereby grants to Grounded a non-exclusive, revocable, transferable (solely in relation to a campaign submitted through the Platform), royalty-free, worldwide licence to use the Client Materials solely in connection with the provision of the Services.

7.7 The Client acknowledges that Grounded and its personnel may use any non-confidential details of the Services and the Service Data (including sharing any analysis or metrics gained from any testing) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print and on the Grounded website). The Client hereby permits Grounded and other associated parties to publish the name and standard logo of the Client for such purposes.

7.8 The Client acknowledges and agrees that Grounded and/or its licensors own all Intellectual Property Rights in the Platform, the Services and the User Guides. Except as expressly stated herein, this Agreement does not grant the Client any Intellectual Property Rights, or any other rights or licences in respect of the Platform, the Services or the User Guides.

7.9 Grounded warrants that it has all Intellectual Property Rights in relation to the Platform (excluding any Client Materials or Service Data) that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

7.10 The Client warrants that all information disclosed to Grounded is accurate, complete and that any Client Materials supplied may be used within the Platform and for the provision of the Services without breach of any third party rights or Intellectual Property Rights. The Client will therefore indemnify and keep Grounded and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Grounded arising out of or in connection with any claim:

(a) in relation to the Client Materials or any Service Data infringing a third party’s Intellectual Property Rights;

(b) in relation to the Client Materials’ or any Service Data’s contents, accuracy or completeness; and/or

(c) for any defamatory, offensive or illegal content, information or materials provided by the Client either directly or indirectly to Grounded.

8. CONFIDENTIALITY

8.1 A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).

8.2 In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:

(a) to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this Agreement;

(b) not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and

(c) to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.

8.3 Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:

(a) is in or comes into the public domain in any way without breach of this Agreement by the Receiving Party or any person or entity to whom it makes disclosure;

(b) the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;

(c) the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;

(d) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or

(e) is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.

8.4 This clause 8 shall survive termination of this Agreement, however arising.

9. DATA PROTECTION

9.1 Overview & General Obligations. When the Client seeks to collect Personal Data via the Platform by exporting benchmarking campaigns via a URL to End Users, such End Users must review the Client’s Privacy Notice (which will be included in the relevant benchmarking campaign) as this governs the Client’s intended use and processing of the End User’s Personal Data. Each party will ensure that in the performance of its obligations under this Agreement it will at all times comply with all applicable Data Protection Laws and any other applicable privacy laws and regulations.

9.2 Data Specification. The Client must provide Grounded with a document setting out the (a) subject matter and duration of any processing to be undertaken by Grounded; (b) the nature and purpose of the processing; and (c) the type of Personal Data and the categories of data subject relevant to this Agreement.

9.3 Data Controller. The Client acknowledges and agrees that it will be the Data Controller under this Agreement and that it will be responsible for adequately addressing the use of cookies and data protection obligations in its end-customer / client terms and conditions and policies. As Grounded does not have any control over the Client’s data protection notices, policies and terms and conditions, the Client will indemnify and keep Grounded and its Affiliates indemnified against all losses, costs, and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Grounded arising out of or in connection with any claim in respect of: (a) a breach of clause 9.1, 9.2 or 9.3; (b) any liability arising whatsoever in respect of the cookies on, or the capture of Personal Data through, the Client’s website(s); and (c) the consent of data subjects for the exportation of any Personal Data outside of the European Economic Area by Grounded under clause 9.6.

9.4 Data Processor. Grounded acknowledges and agrees that it will be the Data Processor under this Agreement and that it shall: (a) keep all Personal Data it receives, stores and collects from the Client strictly confidential (pursuant to clause 8 (Confidentiality), and not disclose any Personal Data to third parties; (b) not use the Personal Data for any purpose other than to perform its obligations under this Agreement; (c) ensure that all Personal Data it receives, stores and collects from the Client is processed in accordance with this Agreement or as otherwise instructed in writing from time to time by the Client and Grounded shall not process the Personal Data for any other purpose, unless required by law to which Grounded is subject, in which case Grounded shall to the extent permitted by law inform the Client of that legal requirement prior to responding to the request; (d) promptly carry out any written request requiring Grounded to amend, transfer or delete the Personal Data or any part of the Personal Data made by the Client during this Agreement; and (e) notify the Client without undue delay or in any case within 48 hours upon Grounded or any sub-processor becoming aware of a breach affecting Personal data and at this time providing the Client with all sufficient information required to meet any obligation to notify the relevant data protection authority or inform affected individuals under applicable Data Protection Laws.

9.5 Use of AI: Grounded uses 3rd party AI services to process anonymous aggregations of statistics. We solely leverage anonymous data in our AI processes, ensuring that client or individual identities are never associated or disclosed in our analytical activities.

9.6 Assistance. Grounded agrees to assist the Client with all subject access requests which may be received from an end-customer in a prompt timeframe (at the Client’s cost) and ensure that appropriate technical and organisational measures are in place to enable the Client to meet its obligations to those requesting access to Personal Data held by Grounded. Upon request, Grounded shall provide the Client with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this clause 9. Grounded shall assist the Client in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority, provided that Grounded shall be entitled to charge a reasonable fee for such assistance.

9.7 Data Transfers. Grounded agrees not to transmit any Personal Data to a country or territory outside the European Economic Area without the Client’s prior written consent, provided that such consent is hereby deemed provided where the Personal Data is subject to an adequate level of protection in accordance with Data Protection Laws.

9.8 Return of Data. Upon the termination or expiry of this Agreement for any reason, Grounded shall destroy all Personal Data to the Client as requested by the Client in writing, provided that this shall not prevent Grounded from retaining a copy to meet its legal or regulatory obligations.

9.9 Safeguards. Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purpose of processing as well as the varying risks to rights and freedoms of natural persons, the parties warrant that for the duration of this Agreement they will implement administrative, technical and physical safeguards sufficient to ensure the security and confidentiality, and protect against the unauthorised or accidental destruction, loss, alteration, use, or disclosure, of Personal Data and other records and information of the end-customers or employees and to protect against anticipated threats or hazards to the integrity of such information and records.

10. LIMITATION OF LIABILITY

10.1 This clause 10 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party:

(a) arising under or in connection with this Agreement;

(b) in respect of any use made by the Client of the Platform, the Services, the User Guides, the Service Data 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.

10.2 Except as expressly and specifically provided in this Agreement:

(a) the Client assumes sole responsibility for results obtained from the use of the Platform, the Services, the User Guides and the Service Data by the Client and Client Representatives, and for conclusions drawn from such use. Grounded shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Grounded by the Client in connection with the Services, or any actions taken by Grounded at the Client’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

10.3 Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury resulting from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; under any indemnity clause in this Agreement; or (iv) for any other liability which cannot be excluded or limited by law.

10.4 Subject to clause 10.3:

(a) neither party will be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

(b) each party’s total liability to the other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to the Fees paid or payable for the Services in the previous 12 months (to be calculated on a pro rata basis to equate to 12 months’ worth of Fees where the Agreement has not been in effect for the full 12 months) giving rise to such liability during the then current Renewal Period.

11. TERM AND TERMINATION

11.1 This Agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for the duration of the Initial Subscription Term..

11.2 Provided that the Client does not expressly opt-out from continuing with the Services following the end of the Initial Subscription Term and/or the end of each Renewal Period (Grounded will use reasonable efforts to discuss renewal with the Client at least two months prior to the upcoming renewal point), this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:

(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the then current Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this Agreement.

11.3 Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate this Agreement with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after the occurrence of any of the events specified below:

(a) a breach by the Defaulting Party of its obligations under this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 30 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so;

(b) an event, including (or similar in nature to) the following:

(i) the Defaulting Party is unable to pay its debts as they fall due;

(ii) the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;

(iii) a receiver is appointed in respect of the whole or any part of the Defaulting Party;

(iv) a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or

(v) the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

11.4 On termination of this Agreement for any reason:

(a) all rights granted to the Client and Client Representatives in relation to the use of the Platform, the Services and the User Guides shall cease with immediate effect;

(b) notwithstanding clause 11.4(a), the Client will have a 14 day period to download any Service Data from the Platform before it becomes unavailable to the Client;

(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.

11.5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

11.6 In the event that the Client or a Client Representative breaches this Agreement in any way, the Client agrees to reimburse Grounded for any fees it incurs (including court fees, legal fees or other professional fees) in order to enforce the terms contained herein.

12. FORCE MAJEURE

Neither party shall in any circumstances have any liability to the other party 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 or illness involving the workforce of Grounded, failure of a utility service or transport network, act of God, 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. If the force majeure event continues for a period of four weeks or more, the unaffected party may terminate this Agreement with immediate effect by providing the other party with written notice.

13. VARIATION

13.1 Subject to clause 6.6, Grounded reserves the right at any time to update this Agreement and to impose new or additional terms. If the Client continues to use the Services after being notified of any such modification or additional terms, the Client will be deemed to have accepted these changes and they will be incorporated into this Agreement.

13.2 Subject to clause 13.1, no variation of this Agreement or an Order Schedule will be effective unless it is in writing and signed by the authorised representatives of the parties.

14. MISCELLANEOUS

14.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations 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 are 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.

14.2 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. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14.3 The Client shall not, without the prior written consent of Grounded, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Grounded 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.

14.4 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.5 No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

14.6 If any provision or part-provision of this Agreement are or become invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

14.7 All notices must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s registered address (or such other address notified to the other party in writing from time to time). It is agreed that serving notice by email or fax will not be an effective method of providing notice of a claim under this Agreement.

14.8 Any Order Schedule may be signed in counterparts. Each signed copy will be deemed to be an original, but all signed copies, when taken together, will constitute one and the same agreement.

15. LAW AND JURISDICTION

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.