Exizent Ltd

Platform Terms and Conditions of Usage 

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following definitions and rules of interpretation shall apply:

Additional Fees
means those fees and charges set out in the Contract which are not Subscription Fees;

Anti-Bribery and Corruption Laws
means the Anti-terrorism, Crime and Security Act 2001, the Bribery Act 2010, the United States Foreign Corrupt Practices Act (where applicable) and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption;

Anti-Money Laundering Laws
means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and the Terrorism Act 2000 and all other applicable UK legislation, statutory instruments and regulations in relation to anti-money laundering;

Appointment Document
means:

(i) a Will;
(ii) a grant of representation;
(iii) a letter of authority;
(iv) a validly issued client care letter of engagement; or
(v) the Scottish or Northern Irish equivalent of any of the foregoing documents;

Authorised Users
means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in clause 2;

Business Day
means a day other than a Saturday, Sunday or public holiday in England or Scotland when banks in London or Edinburgh are open for business;

Case
means an executry case set up by a Professional Customer to manage the executry process of an individual deceased person;

Commencement Date
means the date on which the parties agree the Customer’s access to the Services is to commence as set out in the Contract;

Company
means Exizent Ltd. a company incorporated in Scotland (company number SC609104), having its registered office at 60 St. Enoch Square, 5th Floor, Glasgow, Scotland, G1 4AG;

Confidential Information
means, in relation to either party, information that is of a proprietary or confidential nature, including such information identified as Confidential Information in clauses 13.5 and 13.6;

Contract
means the contract between the Customer and the Company incorporating these Terms and Conditions which shall govern the provision of the Services;

controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures
are as defined in the Data Protection Legislation

Customer
means the person or firm who purchases the Services from the Company, as set out in the Contract;

Customer Data
means the data inputted by the Customer, Authorised Users, or the Company on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services;

Data Protection Legislation
means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

Equality and Diversity Laws
means the Equality Act 2010, any statutory code issued under it (and any supplements to it) and all other applicable UK legislation, statutory instruments and regulations in relation to equality and diversity;

Estate Discovery Report
means a report, in such form and substance as the Company may from time to time specify, identifying assets and liabilities of a deceased individual;

Estate Discovery Permitted Purpose
means the purposes of paying creditors and distributing assets to beneficiaries (including secure communication with third parties for such purposes) as part of estate audit, investigation or settlement in relation to deceased individuals;

Health & Safety Laws
means the Health and Safety at Work etc Act 1974 and all other applicable UK legislation, statutory instruments and regulations in relation to health and safety;

Initial Subscription Term
means the period from the Commencement Date set out in the Contract;

Invoice Date
means the relevant date on which the Company is entitled to invoice the Customer in respect of Subscription Fees and/or Additional Fees, as set out in the Contract;

Modern Slavery Laws
means the Modern Slavery Act 2015 and all other applicable UK legislation, statutory instruments and regulations in relation to slavery or human trafficking;

Normal Business Hours
9:00am to 5:00pm local UK time, each Business Day;

parties
means the Company and the Customer and each of them a “party”;

Professional Customer
means a Customer that is a law firm, legal services provider, firm of accountants or other similar provider of services in relation to the executry process or otherwise provides services in respect of the management and administration of a deceased person’s estate;

Services
means the subscription services provided by the Company to the Customer under these Terms and Condition via the Exizent.com domain or any other domain notified to the Customer by the Company from time to time;

Shared Customer Data
means:

(i) Customer Data which has been shared with other customers of the Company pursuant to the Services; or
(ii) data inputted by other users of the Services and/or the Software which has been shared with the Customer;

Software

means the online bereavement platform, comprising software applications for executry management provided by the Company as part of the Services;

Subscription Fees
means the subscription fees payable by the Customer to the Company for the User Subscriptions, as set out in the Contract, including any additional User Subscriptions purchased pursuant to clause 3;

Subscription Term
means the period from the Commencement Date to the date of expiry or termination of the Contract, howsoever caused;

Terms and Conditions
means these Terms and Conditions of Usage which apply to the Customer in relation to the Company’s provision of the Services;

Third Party Processors
means those third party processors set out in Part 2 of Schedule 1 who the Company appoint to process personal data under the Contract and “Third Party Processor” shall mean any one of them;

UK Data Protection Legislation
means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

User Subscriptions
means the user subscriptions purchased by the Customer pursuant to clause 10.1 (and any additional user subscriptions purchased pursuant to clause 3) which entitle Authorised Users to access and use the Services in accordance with these Terms and Conditions;

Virus
means 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; and

Vulnerability
means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be construed accordingly.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to a statute or statutory provision is a reference to it as it is in force from time to time.

1.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.10 References to clauses and schedules are to the clauses and schedules of these Terms and Conditions; references to paragraphs are to paragraphs of the relevant schedule to these Terms and Conditions.

2. User subscriptions

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.2 and clause 10.1, the restrictions set out in this clause 2 and the other terms of these Terms and Conditions, the Company hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;

(c) each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;

(d) it shall permit the Company or the Company's designated auditor, at the Company’s expense and on reasonable prior notice, to audit the Services in order to establish the Customer’s compliance with these Terms and Conditions, provided that such audit is carried out so as not to substantially interfere with the Customer’s normal conduct of business;

(e) if any of the audits referred to in clause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Company's other rights, the Customer shall promptly disable such passwords and the Company shall not issue any new passwords to any such individual; and

(f) if any of the audits referred to in clause 2.2(d) reveal that the Customer has underpaid Subscription Fees to the Company, then without prejudice to the Company's other rights, the Customer shall pay to the Company an amount equal to such underpayment as calculated in accordance with the prices set out in the Contract within 10 Business Days of the date of the relevant audit.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property,

and the Company reserves the right, without liability or prejudice to its other rights, to disable the Customer's access to any material that breaches the provisions of this clause 2.3.

2.4 The Customer shall not:

(a) 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 these Terms and Conditions:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

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

(b) access all or any part of the Services in order to build a product or service which competes with the Services; or

(c) subject to clause 24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

(d) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or

(e) introduce or permit the introduction of, any Virus or Vulnerability into the Company's network and information systems.

2.5 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, shall promptly notify the Company.

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Changing number of user subscriptions

3.1 The Customer may, from time to time during the Subscription Term, purchase additional User Subscriptions and the Company shall grant access to the Services to such additional Authorised Users.

3.2 If the Customer purchases additional User Subscriptions during the Subscription Term, the Customer shall pay to the Company such additional Subscription Fees as set out in the Contract in respect of such additional User Subscriptions and, if such additional User Subscriptions are purchased by the Customer part way through any billing period, such fees shall be pro-rated from the date of activation by the Company for the remainder of the current billing period.

3.3 If after the Initial Subscription Term the Customer wishes to reduce the number of User Subscriptions, the Customer shall give the Company 1 month’s notice in writing, specifying the reduction of User Subscriptions and the Authorised Users whose access to the Services is to be revoked (if applicable). On expiry of such notice period (or earlier, as agreed between the parties), the Company shall remove access to the Services for such Authorised Users specified in the notice and shall reduce the number of User Subscriptions on the Customer’s account. To the extent that any Subscription Fees have been paid in advance by the Customer in respect of such reduced User Subscriptions or revoked Authorised Users, the Company shall refund any such Subscription Fees, pro-rated from the date of reduction or revocation (as the case may be) to the end of the billing period to which the Subscription Fees in question relate.

4. Services

4.1 The Company shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of these Terms and Conditions.

4.2 The Company shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week and 99.9% of the time during Normal Business Hours.

4.3 The Company will, as part of the Services and at no additional cost to the Customer provide the Customer with the Company's standard customer support services during Normal Business Hours.

4.4 The Company reserves the right to restrict access to the Services (or parts of the Services) until it has been provided with such documents and information and carried out such checks as the Company considers necessary to comply with the Company’s account opening and regulatory requirements.

5. Customer Data

5.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data.

5.2 The Company shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Company shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Company in accordance with the archiving procedure. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

5.3 Both parties will comply with the provisions of Part 1 of Schedule 1 and all applicable requirements of the Data Protection Legislation.

6. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Company. The Company recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Company does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. Company's obligations

7.1 The Company undertakes that the Services will be performed with reasonable skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company's instructions, or modification or alteration of the Services by any party other than the Company or the Company's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Company will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

7.3 The Company:

(a) does not warrant:

(i) that the Customer's use of the Services will be uninterrupted or error-free;

(ii) that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

(iii) that the Software or the Services will be free from Vulnerabilities;

(iv) the legality, reliability, integrity, accuracy and quality of any Customer Data or Shared Customer Data; and

(v) the availability or accuracy of data provided by any third party via the Software; and

(b) 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 may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

7.5 The Company warrants that the use of the Services will not infringe any third-party intellectual property rights.

8. Customer's obligations

The Customer warrants and undertakes that they shall:

(a) only use the Software for the administration of genuine executry cases of deceased persons which they are authorised to act in respect of in accordance with a valid Appointment Document and that any documentation in respect of such executry cases provided to the Company or otherwise uploaded via the Software, including any Appointment Documents, will be true, accurate and not misleading;

(b) provide the Company with:

(i) all necessary co-operation in relation to the Contract; and

(ii) all necessary access to such information as may be required by the Company,

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(c) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;

(d) carry out all other Customer responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;

(e) ensure that the Authorised Users use the Services in accordance with these Terms and Conditions and shall be responsible for any Authorised User's breach of these Terms and Conditions;

(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under the Contract, including without limitation the Services, except that the Customer is not responsible for obtaining or maintaining any such licences, consents or permissions that the Company must obtain and maintain in accordance with clause 7.4;

(g) ensure that its network and systems are secure, resilient, up to date and in line with generally accepted good practice so that data both in transit and at rest is secure;

(h) promptly permit and facilitate any audit of data and data security by the Company or a third party data provider used by the Customer via the Software;

(i) be, to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Company'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; and

(j) that they will only use an Estate Discovery Report for the Estate Discovery Permitted Purpose.

9. Compliance with laws

The parties shall at all times during the Subscription Term comply with:

(a) Anti-Bribery and Corruption Laws;

(b) Equality and Diversity Laws;

(c) Health & Safety Laws;

(d) Anti-Money Laundering Laws; and

(e) Modern Slavery Laws.

10. Charges and payment

10.1 The Customer shall pay the Subscription Fees and the Additional Fees to the Company in accordance with this clause 10 and the Contract.

10.2 The Customer shall on or before the Commencement Date provide to the Company valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Company and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

(a) its credit card details to the Company or a third party service provider to the Company, the Customer hereby authorises the Company to bill such credit card on the relevant Invoice Date in respect any applicable Subscription Fees and/or Additional Fees; and

(b) its approved purchase order information to the Company, the Company shall invoice the Customer on the relevant Invoice Date in respect of any applicable Subscription Fees and/or Additional Fees and the Customer shall pay each invoice within the terms set out in the Contract.

10.3 If the Company has not received payment within 30 days after the relevant Invoice Date, and without prejudice to any other rights and remedies of the Company:

(a) the Company may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.4 All amounts and fees stated or referred to in these Terms and Conditions:

(a) shall be payable in pounds sterling;

(b) are, subject to clauses 3.3 and 15.3(b), non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to the Company's invoice(s) at the appropriate rate.

10.5 The Company shall be entitled to increase the Subscription Fees and the Additional Fees upon 2 months’ prior notice to the Customer and on expiry of such notice period, the Contract shall be deemed to have been amended accordingly. The Customer’s continued use of the Services following expiry of such notice period shall be deemed to be acceptance of any such increase in the Subscription Fees and/or Additional Fees so notified.

11. Fair use of the Services

11.1 The Customer’s use of the Services is limited to fair and reasonable use of the Services, consistent with normal patterns of usage for similar types of customers and/or executry cases, as the Company may from time to time determine, acting reasonably (“Fair Use”).

11.2 Without limitation to the generality of clause 11.1, the Customer’s use of the Services will not constitute Fair Use in circumstances where the Customer’s use of the Services is excessive, unlawful, fraudulent or otherwise not consistent with the intended purposes of the Services.

11.3 In the event that the Customer’s use of the Services does not constitute Fair Use, the Company reserves the right to:

(a) review and increase the Subscription Fees, the Additional Fees and to charge to the Customer the Company’s net costs incurred as a result of such use not constituting Fair Use;

(b) suspend the Customer’s access to the Services; and/or

(c) terminate the Contract with immediate effect.

12. Proprietary rights

12.1 The Customer acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the Services and the Software. Except as expressly stated herein, these Terms and Conditions do 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.

12.2 The Company confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with the Contract.

13. Confidentiality

13.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

13.2 Subject to clause 13.4, 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 the Contract.

13.3 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 these Terms and Conditions.

13.4 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 13.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

13.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Company's Confidential Information.

13.6 The Company acknowledges that the Customer Data is the Confidential Information of the Customer.

13.7 No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other party (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.

13.8 The above provisions of this clause 13 shall survive termination of the Contract, however arising.

14. Indemnity

14.1 The Customer shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) the Company provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

14.2 The Company shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services in accordance with the Contract infringes any United Kingdom patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) the Company is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company's expense; and

(c) the Company is given sole authority to defend or settle the claim.

14.3 In the defence or settlement of any claim, the Company may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 5 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

14.4 In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services by anyone other than the Company; or

(b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Company; or

(c) the Customer's use of the Services after notice of the alleged or actual infringement from the Company or any appropriate authority.

14.5 The foregoing and clause 15.3(b) shall be the Customer's sole and exclusive rights and remedies, and the Company's (including the Company's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

15. Limitation of liability

15.1 Except as expressly and specifically provided in these Terms and Conditions:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer's direction; and

(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 the Contract.

15.2 Nothing in the Contract excludes the liability of the Company:

(a) for death or personal injury caused by the Company's negligence; or

(b) for fraud or fraudulent misrepresentation.

15.3 Subject to clauses 15.1 and 15.2:

(a) the Company 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 the Contract; and

(b) the Company'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 the Contract shall be limited to the lesser of (i) £5,000; and (ii) the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

16. Term and termination

16.1 Subject to clause 16.3, the Contract shall, unless otherwise terminated as provided in this clause 16, commence on the Commencement Date and shall continue until either party gives to the other party 1 month’s written notice to terminate, expiring on or after the Initial Subscription Term.

16.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2(d) to clause 16.2(j) (inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

16.3 The Customer may terminate the Contract during the Initial Subscription Term by giving one month’s written notice to the Company if:

(a) the Company notifies the Customer of an increase in the Subscription Fees and/or the Additional Fees pursuant to clause 10.5; or

(b) the Company notifies the Customer of changes to these Terms and Conditions pursuant to clause 19.2 and such changes materially and adversely affect the Customer’s use of the Services,

in each case provided that the notice given by the Customer to the Company under this clause 16.3 expires before any increase in the Subscription Fees and/or Additional Fees or any changes to these Terms and Conditions take effect (as the case may be).

16.4 On termination of the Contract for any reason:

(a) all licences granted under these Terms and Conditions shall immediately terminate and the Customer shall immediately cease all use of the Services;

(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

(c) the Company may destroy or otherwise dispose of any of the Customer Data in its possession, unless the Company receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the Customer Data. The Company shall use reasonable commercial endeavours to deliver the data to the Customer within 60 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 the Company in returning or disposing of Customer Data; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.

17. Force majeure

The Company shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other third party), failure of a utility service or transport or telecommunications network or cloud storage provider, act of God, war, riot, civil commotion, pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration. If the period of delay or non-performance continues for 2 weeks, the Customer may terminate this agreement by giving 30 days' written notice to the Company.

18. Conflict

If there is an inconsistency between any of the provisions in the main body of these Terms and Conditions and the Schedules, the provisions in the main body of these Terms and Conditions shall prevail.

19. Variation

19.1 Unless otherwise set out in these Terms and Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.2 Notwithstanding clause 19.1, the Company shall be entitled to amend these Terms and Conditions by giving one month’s written notice to the Customer (which shall apply on expiry of such notice and shall be deemed to vary these Terms and Conditions accordingly) to reflect:

(a) changes in relevant laws and regulatory requirements;

(b) changes in the Company’s business activities; or

(c) changes as a result of technical adjustments or improvements to the Software or the Services;

and the Customers continued use of the Services after expiry of such notice shall be deemed to be acceptance of any such amendments so notified.

20. Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract 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.

21. Rights and remedies

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

22. Severance

22.1 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.

22.2 If any provision or part-provision of these Terms and Conditions is deemed deleted under clause 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. Entire agreement

23.1 The Contract 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.

23.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.

23.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.

23.4 Nothing in this clause 23 shall limit or exclude any liability for fraud.

24. Assignment

24.1 The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

24.2 The Company 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 the Contract.

25. No partnership or agency

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

26. Third party rights

These Terms and Conditions does not confer any rights on any person or third party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

27. Notices

27.1 Any notice to be given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or, in the case of notice given by email:

(a) in the case of notice given to the Customer, such email address associated with the account administrator for the Services provided by the Customer during the registration process or as updated from time to time; or

(b) in the case of notice given to the Company, to notices@exizent.com or as updated from time to time in the case of the Company.

27.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(c) if sent by email, at the time of transmission.

27.3 This clause 27 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

28. Governing law and jurisdiction

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

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

Schedule 1 – Processing, Personal Data and Data Subjects

Part 1 – Data Protection Provisions

1.1 The parties acknowledge that:

(a) if during the provision of the Services the Company processes any personal data on the Customer's behalf when performing its obligations under the Contract, the Customer is the controller and the Company is the processor for the purposes of the Data Protection Legislation;

(b) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Company's other obligations under the Contract; and

(c) without prejudice to the generality of clause 5.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of the Contract so that the Company may lawfully use, process and transfer the personal data in accordance with these Terms and Conditions on the Customer's behalf.

1.2 Without prejudice to the generality of clause 5.3, the Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under the Contract:

(a) process that personal data only on the documented written instructions of the Customer unless the Company is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Company and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (“Applicable Laws”). Where the Company is relying on Applicable Laws as the basis for processing personal data, the Company shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Customer;

(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(i) the Customer or the Company has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(c) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) notify the Customer without undue delay on becoming aware of a personal data breach;

(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and

(f) maintain complete and accurate records and information to demonstrate its compliance with clause 5.3 and this Part 1 of Schedule 1 and immediately inform the Customer if, in the opinion of the Company, an instruction infringes the Data Protection Legislation.

1.3 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

1.4 The Customer consents to the Company appointing the Third Party Processors as third party processors of personal data under the Contract. The Company confirms that it has entered or (as the case may be) will enter with each Third Party Processor into a written agreement substantially on that Third Party Processor's standard terms of business and which reflect the requirements of the Data Protection Legislation. As between the Customer and the Company, the Company shall remain fully liable for all acts or omissions of any Third Party Processor appointed by it. The Company may change its Third Party Processors by giving one month’s written notice to the Customer (which shall apply on expiry of such notice and shall be deemed to replace Part 2 of this Schedule 1 accordingly).

1.5 Either party may, at any time on not less than 30 days' notice, revise this Part 1 of Schedule 1 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms and Conditions).

Part 2 – Third Party Processors

Version 1.3