EDUCATION AI LIMITED, a company registered in England and Wales with registered number 12492284 and having its registered office at Unit 16, Barkat House, 116-118 Finchley Road, London NW3 5HT (“EAI”)
- EAI has developed certain proprietary software and associated materials in the field of education which it makes available to subscribers on a subscription basis.
- The Customer wishes to use certain of EAI's software and materials (as described in the Order Form) in its school(s).
- EAI has agreed to provide and the Customer has agreed to take and pay for EAI's services subject to the terms and conditions of this Agreement.
IT IS AGREED as follows:
- In this Agreement, unless the context otherwise requires, the following definitions shall apply (in addition to the terms used in the Order Form and any other defined terms used in the clauses below):
Admin User means a member of the Customer’s staff who is granted administrative access to the Services, as is further set out in the Specification.
Beta Services means products, services or functionalities provided by EAI that may be made available to the Customer to try at the Customer’s option at no additional cost, which are clearly designated as being beta, pilot, limited release, non-production, early access, evaluation, trial, or by a similar description.
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 12.6.
Customer means the school or other organisation detailed on the Order Form.
Customer Data means the data inputted by the Customer, Admin Users, Teacher Users and Student Users for the purpose of using the Services or facilitating the Customer's use of the Services, plus any Output Data.
Data Protection Legislation means the Data Protection Act 2018 and the UK General Data Protection Regulation (“UK GDPR”) as may be amended, supplemented or superseded from time to time.
Initial Term means the period as detailed in the Order Form.
Licensed School(s) means the school(s) owned or operated by the Customer which are permitted to access the Services under this Agreement, as set out in the Order Form.
Normal Business Hours means 8.00 am to 6.00 pm local UK time, each Business Day.
Optional Free Service means other optional services, functionalities and/or products which are made available to the Customer by EAI from time to time at no additional cost, at EAI’s discretion.
Output Data means data generated arising from Admin Users’, Teacher Users’ and Student Users’ use of the Services which the Customer will own pursuant to Clause 11.2.
Personal Data means personal data (as defined in the Data Protection Legislation).
Services means the subscription services provided by EAI to the Customer under this Agreement as described in further detail in the Order Form and the Specification. This includes onboarding training as agreed between the parties or as otherwise set out in the Order Form.
Specification means the technical and instructional specification made available to the Customer by EAI in Schedule 1 below which sets out a detailed description of the Services.
Student User means a pupil attending a Licensed School who is granted access to the Services.
Subscription Limit means the maximum number of Admin Users and/or Teacher Users and/or Student Users covered under the Subscription Fees, as shown in the Order Form (or as may be increased during the Subscription Term in accordance with Clause 3).
Subscription Term means the Initial Term with any subsequent Renewal Terms.
Teacher User means a member of the Customer’s teaching staff who is granted specialised access to the Services, as is further set out in the Specification.
- Terms defined in the Order Form will bear the same meaning when used in these General Terms.
- 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 and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
- Subject to the Customer paying the Subscription Fees and complying with the terms and conditions of this Agreement, EAI hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to access and use the Services during the Subscription Term.
- The Customer undertakes that the maximum number of Admin Users, Teacher Users and Student Users (respectively) in relation to which it uses the Services shall not exceed the Subscription Limit in place from time to time.
- The Customer shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (including content provided as part of the Services) and/or Specification in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services and/or Specification;
- access all or any part of the Services and/or Specification in order to build a product or service which competes with the Services;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services (and/or any content provided as part of the Services) and/or Specification available to any third party (except as is expressly permitted under the terms of this Agreement); or
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Specification, other than as provided under this Clause 2.
- except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:
- The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify EAI.
- The rights provided under this Clause 2 are granted to the Customer only and shall not be considered granted to any other entity unless otherwise specified in the Order Form or subsequently agreed in writing.
- Changes to Subscription Limit
In respect of the Admin Users and Teacher Users:
- The Customer may, from time to time during any Subscription Term, request an increase in the number of Admin Users and/or Teacher Users. Upon receipt of such a request, EAI may carry out checks to verify:
- the identity of the proposed Admin/Teacher User(s);
- their connection to the Customer; and
- Subject to EAI’s satisfaction with its checks, EAI will generate the new Admin/Teacher User accounts at no further cost to the Customer.
In respect of the Student Users:
- The Customer may, from time to time during any Subscription Term, request an increase in the number of Student Users and EAI shall, subject to payment by the Customer of additional agreed Subscription Fees, permit access to the Services and the Specification in respect of the additional Student Users up to the new Subscription Limit.
- If the Subscription Limit is exceeded without EAI’s prior approval, EAI may, in its discretion, write to the Customer to notify it that the limit has been exceeded (Subscription Limit Notice). The Subscription Limit Notice will refer to a grace period (as determined by EAI, in its sole discretion), during which time the Customer can reduce the number of Student Users to below the Subscription Limit. If this reduction is made, access to the Services shall continue without change. If the number of Student Users does not reduce to within the Subscription Limit during the grace period, EAI shall be entitled to set a revised increased Subscription Limit to cover the unauthorised usage and require the Customer to pay additional Subscription Fees (calculated on a pro-rata basis) to reflect the increased Subscription Limit. The increased Subscription Fees shall apply from the date that the Subscription Limit was exceeded until the end of the then current Subscription Term. The Customer shall settle the invoice for the additional Subscription Fees within fourteen (14) days of receipt. If the additional Subscription Fees are not paid within this time limit the Customer's access to the Services may be suspended by EAI with immediate effect.
- If the new Subscription Limit set under Clause 3.4 is exceeded, the process referred to in Clause 3.4 may be repeated by EAI.
- EAI may, in its sole discretion, agree to a decrease in the Subscription Limit, where a decrease is requested by the Customer. Where EAI agrees to a decrease, no refund will be offered but EAI shall apply a credit to the Customer’s account, which shall be subtracted from any subsequent invoices or charges.
- EAI Services
- EAI shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.
- EAI shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
- planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time. EAI shall use reasonable endeavours to give the Customer at least 3 Business Days’ notice in advance;
- implementation of version updates, upgrades, modifications, enhancements and/or revisions pursuant to Clause 4.3 below (which may take place at any time); and
- unscheduled maintenance performed outside Normal Business Hours, provided that EAI has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
- EAI reserves the right to carry out updates, upgrades, modifications, enhancements and/or revisions to the Education AI Solution from time to time as may be deemed necessary by EAI. In the event that the Education AI Solution is subject to a version upgrade, a new addendum will be provided by EAI and deemed incorporated into this Agreement which will include a technical specification as well as any other necessary provisions.
- EAI reserves the right to increase the Subscription Fees in the event that the Customer requests additional Services during course of the relevant Subscription Term.
- EAI may offer Optional Free Services at no additional charge to the Customer which the Customer may choose to use in its sole discretion. Upon receipt of notification from the Customer, EAI will use reasonable efforts to rectify such services in the event of any malfunction, error, or non-performance. EAI may also elect to discontinue such services at any time. The Optional Free Services will be made available to the Customer exclusive of any warranty, representation, guarantee, condition, or term of any kind, whether express, implied or imposed by law.
- Beta Services
- From time to time, EAI may make Beta Services available to the Customer at no charge. The Customer may choose to use such services in its sole discretion.
- The provision of Beta Services is intended for evaluation purposes and not for production use. The Beta Services are not supported and may be subject to supplemental terms in addition to those set out in this Agreement, which will be presented to the Customer.
- EAI’s provision of Beta Services will be subject to the terms of this Agreement excluding Clauses: 4.2, 8, and 10. For the avoidance of doubt, all restrictions and Customer obligations under this Agreement shall apply to the Customer’s use of the Beta Services (excluding payment obligations).
- EAI may discontinue the Beta Services at any time in its sole discretion and may never make Beta Services generally available. EAI will have no liability for any harm or damage arising out of or in connection with the Beta Services.
- Beta Services are provided “as is” and as available exclusive of any warranty, representation, guarantee, condition, or term of any kind, whether express, implied or imposed by law.
- Customer Data
- The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
- EAI shall follow its data storage procedures for Customer Data as set out in its Data Storage Policy available at www.educationai.co.uk/data_storage or such other website address as may be notified to the Customer from time to time, as such document may be amended by EAI in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for EAI to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by EAI in accordance with the archiving procedure described in its Data Storage Policy. EAI shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by EAI to perform services related to Customer Data maintenance and back-up).
- Personal data
- If EAI processes any Personal Data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and EAI shall be a data processor.
- Each party shall comply with the Data Protection Legislation.
- If EAI processes any Personal Data on the Customer’s behalf when performing its obligations under this agreement, EAI shall:
- only carry out the processing of any such Personal Data to the extent it relates to the types of data, categories of data subject, the nature and purpose and durations as set out in Schedule 2 of Part 3 of this Agreement;
- only carry out processing of any such Personal Data on the Customer's documented instructions from time to time. This clause shall apply unless EAI is required to process Personal Data otherwise than as instructed in accordance with UK law; in such case, EAI shall inform the Customer of that legal requirement before processing, unless prohibited to do so by law;
- immediately inform the Customer if it believes that the Customer’s instructions infringe Data Protection Legislation;
- only use and process such Personal Data in accordance with the terms of this agreement and in compliance with the provisions of Data Protection Legislation, and only then to the extent necessary for and in connection with the provision of the Services;
- ensure that access to such Personal Data is limited to EAI’s employees or other representatives who need access to the Personal Data to meet EAI’s obligations under this agreement;
- subject to clause 7.8, shall not use Sub-processors unless it has obtained the prior, written consent from the Customer;
- ensure that in the case of all the Sub-processors, EAI has entered into a written contract with them which imposes adequate safeguards in relation to the processing of Personal Data, prior to any processing of Personal Data taking place;
- take and/or implement all appropriate technical and organisational measures against unauthorised or unlawful processing of such Personal Data, and against accidental loss, alteration or destruction of, or damage to, such Personal Data, and ensure the security of such Personal Data at all times (and EAI shall promptly and at all times within the timeframes of the Data Protection Legislation inform the Customer if any Personal Data is lost, altered or destroyed or becomes damaged, corrupted or unusable and shall use its reasonable endeavours to restore the Personal Data to its original condition);
- not modify, amend or alter the contents of such Personal Data other than as strictly necessary for the purposes of providing the Services;
- not disclose or permit the disclosure of any such Personal Data to any third party (including a data subject) unless specifically authorised in writing by the Customer;
- on termination of this agreement or any earlier termination of EAI’s obligation to process Personal Data, and as otherwise directed by the Customer having given EAI written notice, EAI shall either, as elected by the Customer (and except to the extent EAI must retain copies for audit or regulatory purposes):
- destroy the Personal Data and all copies thereof within  months; or
- return or transfer the Personal Data to the Customer or such other third party as the Customer may lawfully direct; or
- archive the Personal Data subject to agreement on terms of archiving including costs.
- If EAI receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to compliance by it or the Customer with the Data Protection Legislation (including requests from data subjects for the exercising of their statutory rights), it shall promptly notify the Customer and shall provide the Customer with reasonable co-operation and reasonable assistance in relation to any such complaint, notice or communication.
- EAI shall provide all reasonable assistance to the Customer, having regard to the nature of processing and the information available to EAI, in order to assist the Customer to comply with its obligations under the Data Protection Legislation.
- EAI shall keep and provide to the Customer on request a record of EAI’s use of the Personal Data and processing activities and shall make available to the Customer all information necessary (and allow for audits or inspections which the Customer will bear the cost of) to demonstrate compliance with EAI's data processing obligations set out in this Agreement.
- EAI shall take reasonable steps to ensure the reliability of all its employees or other representatives who have access to the Personal Data and shall ensure that all such persons:
- are informed of the confidential nature of the Personal Data before they gain access to it;
- have committed themselves to confidentiality obligations or are under an appropriate statutory obligation of confidentiality; and
- have undertaken training in the requirements of the Data Protection Legislation.
- The Customer acknowledges that EAI utilises Microsoft Azure cloud services for hosting the Services and the Customer consents to such sub-processing. Should EAI decide to move to a different cloud-service provider, it shall be entitled to do so. EAI will apply all reasonable diligence to ensure that any such move is consistent with its obligations under this Clause 7.
- EAI shall be entitled to charge the Customer for the reasonable and verified costs of its specific assistance and cooperation provided pursuant to this clause (including without limitation any support provided under clause 7.4 or 7.5 above) except to the extent that such measures have been necessitated by a breach of this clause by EAI or its Sub-processors. EAI’s charges shall be invoiced according to the standard payment terms set out in this agreement.
- EAI's obligations
- EAI undertakes that the Services will be performed substantially in accordance with the Specification and with reasonable skill and care. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to EAI's instructions, or modification or alteration of the Services by any party other than EAI or EAI's duly authorised contractors or agents.
- If the Services do not conform with the foregoing undertaking, EAI will, at its expense, use 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 8.1. Notwithstanding the foregoing, EAI:
- does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Specification and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Specification may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- EAI warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
- Customer's obligations
- The Customer shall:
- provide EAI with:
- all necessary co-operation in relation to this Agreement; and
- all necessary access to such information as may be required by EAI;
- provide EAI with:
- The Customer shall:
in order to enable EAI to provide the Services;
- comply with all applicable laws and regulations with respect to its activities under this Agreement;
- carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, EAI may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that its personnel use the Services in accordance with the terms and conditions of this Agreement;
- ensure that its network and systems comply with the relevant specifications provided by EAI from time to time; and
- be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to EAI'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.
- Charges and payment
- The Customer shall pay the Subscription Fees to EAI in accordance with this Clause 10 and the Order Form.
- EAI shall invoice the Customer pursuant to the payment terms set out in the Order Form, and the Customer shall (unless otherwise agreed in writing) pay each invoice within 30 days after the date of such invoice (or the due date set out on the invoice, whichever is sooner).
- If EAI has not received payment by the due date EAI may, without prejudice to its other rights and remedies and without liability to the Customer, suspend the Customer's access to all or part of the Services and EAI shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
- All amounts and fees stated or referred to in this Agreement:
- shall be payable in the currency agreed in the Order Form;
- are, subject to Clause 14, non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added to EAI's invoice(s) at the appropriate rate, if applicable.
- Proprietary rights
- The Customer acknowledges and agrees that EAI and/or its licensors own all intellectual property rights in the Services and the Specification, including the intellectual property rights in any and all developments, updates, amendments and improvements made to the Services and Specification during the term of this Agreement. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Specification.
- EAI will assign and transfer to the Customer, all its rights, title and interest in and to the Output Data. In relation to this, EAI shall retain the right (on a non-exclusive, royalty-free, perpetual, irrevocable licensed basis, including the right to sub-license) to use the Output Data in anonymous/aggregate form for: enhancing its services/products and internal data sets and analytics, comparing user behaviour, marketing its services/products, fund raising, publishing academic materials, producing technical demonstrations, and other related purposes.
- EAI confirms that it has all the rights in relation to the Services and the Specification that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
- Confidentiality and compliance with policies
- A party's Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- is independently developed by the receiving party, which independent development can be shown by written evidence.
- Subject to Clause 12.4, each party shall hold the other's Confidential Information in confidence and 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.
- Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
- A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- The Customer acknowledges that details of the Services, the Specification, and the results of any performance tests of the Services, constitute EAI's Confidential Information.
- 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.
- The above provisions of this Clause 12 shall survive termination of this Agreement, however arising.
- A party's Confidential Information shall not be deemed to include information that:
- Limitation of liability
- Except as expressly and specifically provided in this Agreement:
- the Customer assumes sole responsibility for results obtained from the use of the Services and the Specification by the Customer, and for actions arising from such use. EAI shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to EAI by the Customer in connection with the Services, or any acts or omissions of Admin or Student Users, other Customer personnel, or any third parties;
- 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
- the Services and the Specification are provided to the Customer on an "as is" basis.
- Nothing in this Agreement excludes the liability of EAI:
- for death or personal injury caused by EAI's negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to Clause 13.1 and Clause 13.2:
- EAI 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
- EAI'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 to EAI during the 12 months immediately preceding the date on which the claim arose.
- Except as expressly and specifically provided in this Agreement:
- Term, renewal, fee increase and termination
- This Agreement shall be deemed to commence on the date of execution by both parties (or the Commencement Date, if different) and remain for the duration of the Initial Term, unless terminated earlier in accordance with the remaining provisions of this Clause 14.
- This Agreement shall be automatically renewed for an additional twelve (12) months (the Renewal Term) on the expiry of the Initial Term and each anniversary thereof (the Renewal Date) unless one party has served a written notice to the other at least three (3) months prior to the upcoming Renewal Date electing not to renew this Agreement.
- Where the Initial Term/Renewal Term (as applicable) comprised the Standard Package, the subsequent Renewal Term will comprise the Standard Package unless the Customer has elected to upgrade the Subscription Package pursuant to Clause 14.4 below.
- At any point during the Subscription Term the Customer may notify EAI to request an upgraded subscription to the Premium Package from its current Pilot Package or Standard Package subscription. EAI will upgrade the Customer’s subscription to the Premium Package within ten (10) Business Days of receipt of the Customer’s request. Upon upgrade to the Premium Package, the Customer will pay the Subscription Fees for the Premium Package.
- Where the Initial Term/Renewal Term (as applicable) comprised the Premium Package, the subsequent Renewal Term will comprise the Premium Package unless the Customer notifies EAI at least three (3) months prior to the upcoming Renewal Date requesting subscription to the Standard Package. The Customer will pay the Subscription Fees for the relevant Subscription Package they have subscribed to for the upcoming Renewal Term.
- Pursuant to the renewal of this Agreement, EAI shall be entitled to increase the Subscription Fees on any Renewal Date (as currently specified in the Order Form) at its discretion by an amount not less the percentage increase in the UK Retail Prices Index (All Items) in the 12 months prior to the Renewal Date (as set out in the most recent monthly release) (RPI % Change). Any increase in the Fees which exceeds the RPI % Change shall be notified in writing to the Customer no later than four (4) months prior to the upcoming Renewal Date. For the avoidance of doubt, EAI shall notify the Customer of any Subscription Fees changes regardless of which Subscription Package the Customer is currently subscribed to.
- 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:
- 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 30 days after being notified in writing to make such payment;
- 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 30 days after being notified in writing to do so;
- any distress or execution is levied on the other party's property or if the other party has a receiver, administrator, administrative receiver or manager appointed over the whole or any part of its assets, becomes insolvent, compounds or makes any arrangement with its creditors, commits any act of bankruptcy, is wound up or goes into liquidation or is unable to pay its debts as they fall due, or if the other party suffers any analogous proceedings under English law or any applicable foreign law; or
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
- On termination of this Agreement for any reason:
- all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services (including any content provided as part of the Services) and the Specification;
- each party shall return and make no further use of any equipment, property, other items (and all copies of them) belonging to the other party;
- EAI may destroy or otherwise dispose of any of the Customer Data in its possession unless EAI receives, no later than ten Business Days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. EAI shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by EAI in returning or disposing of Customer Data. Notwithstanding this clause, EAI shall be entitled to retain copies of Output Data in anonymous/aggregate form pursuant to Clause 11.2; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
- Force majeure
EAI 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 EAI or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic or epidemic, 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 (to the extent reasonably foreseeable) its expected duration.
- 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 laws of England and Wales.
- Dispute resolution: If any dispute arises out of or in connection with this Agreement the parties will, following a written request from one part to the other, attempt to resolve the dispute through discussions between each party's senior representative. If the dispute has not been settled through discussions within forty five (45) calendar days following the filing of the written request referred to above or within such other period as the parties may agree in writing, such dispute may be referred to the courts of England and Wales, which shall have exclusive jurisdiction to hear any disputes arising hereunder.
- Relationship of the parties: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
- Notices: Any notice, request or other document to be submitted under this Agreement shall be: delivered personally, or sent by first class post, or sent by email to the address/email address specified in the Order Form or such other address/email address as that party shall notify in accordance with this Clause. The notice will be effective:
- if delivered personally, on the date of delivery;
- if posted, on the second day after posting; or
- if sent by email, at the time of transmission, or if this time falls outside working hours in the place of receipt, when working hours resume. In this Clause “working hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- Entire agreement: This Agreement and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, drafts, understanding or agreement between them relating to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this Clause shall operate to limit or exclude any liability for fraud.
- Variation: No variation of this Agreement shall be effective unless it is in writing and signed by a duly authorised representative of each party.
- Third parties: No legal person other than EAI and the Customer shall have any rights to enforce the terms of this Agreement.
- Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute and original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.
- Priority. Where there is any inconsistency between the Order Form, the General Terms and the Specification, the terms in the Order Form shall prevail, to the extent of such inconsistency.