General Terms for Solutions and Software Development - Leaf

 

  1. Introduction
    • Leaf Consultancy Limited (company number NI058628) whose registered address is Unit 5g Weavers Court Business Park, Linfield Road, Belfast, Northern Ireland, BT12 5GH (us, our or we) provide solutions, web and software development and hosting services to you (collectively Services) from time to time to the person with whom we have contracted under the SOW (you or your).
    • The Services are provided by us to you subject to: (a) these general terms (General Terms); (b) any statement of work agreed between the parties from time to time in writing in relation to the Services (SOW); and (c) our privacy policy (Privacy Policy) available at https://computersandclouds.com/privacy-policy/, in each case as may be amended from time to time (together, the Agreement).
    • The Agreement shall supersede any condition contained in any purchase order or other documentation you may issue with respect to the Services we provide or the subject matter of the Agreement.
    • In the event of any conflict or inconsistency between any of the terms set out in clause 1, they shall take precedence in the order that they appear.

 

  1. DEFINITIONS AND INTERPRETATION
    • The definitions and rules of interpretation in this clause 2 shall apply throughout the Agreement.

Acceptance: the acceptance or deemed acceptance of any Software by you pursuant to these General Terms.

Agreement: has the meaning given to it in clause 1.2.

Commencement Date: has the meaning given to it in clause 1.2.

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

Data Subject: has the meaning set out in Article 4(1) of the GDPR.

Effective Date: has the meaning given to it in clause 4.2.

General Terms has the meaning given to it in clause 1.2.

Hosted Content: has the meaning given to it in clause 11.1.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Materials: the content provided to us by you from time to time for incorporation in the Software.

Non-Supplier Defects: those defects described in section 4.6 of these General Terms.

Personal Data: has the meaning set out in Article 4(1) of the GDPR.

Privacy Policy: has the meaning given to it in clause 1.2.

Project: the provision by us of the Services as set out in these General Terms and SOW.

Project Plan: the timetable within which we will implement the Project as communicated to you (if any).

Server: computer servers administered by us or our contractors.

Services: has the meaning given to it in clause 1.1.

Software: any hosted or deployed software solution commissioned by you, which may be hosted by us on your behalf from time to time pursuant to the terms of the Agreement.

SOW: has the meaning given to it in clause 1.2.

Specification: the specification for the Software (if any) provided by us to you, or otherwise expressly agreed to in writing by us and incorporated into the SOW.

Third Party Products: those third party software products to be incorporated into the Software.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK.

Visitor: a visitor to or user of the Software (as the context requires).

Working Day means any day which is not a Saturday, Sunday or bank or public holiday in Northern Ireland.

Your Information: has the meaning given to it in clause 3.2.

  • Clause and schedule headings do not affect the interpretation of the Agreement.
  • References to clauses are references to the clauses of these General Terms.
  • Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  • Any reference to a person shall include any legal or natural person or entity.
  • A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
  • A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.
  • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • References to content include any kind of text, information, image, or audio or video material which can be incorporated into Software for access by a Visitor.
  • A reference to writing or written includes e-mail but excludes fax.

 

  1. Eligibility
    • In entering into the Agreement, you represent and warrant that: (a) all Your Information is and will remain true and accurate in all material respects; (b) you are not dealing as a consumer for the purposes of the Consumer Rights Act 2015 or equivalent local legislation (as amended); (c) if an individual, you are 18 years of age or older; and (d) your use of the Services will not violate any applicable law, regulation or code.
    • We reserve the right to take any steps at any time to satisfy itself that all or any of the information you provide us (Your Information) is and remains true and accurate in all respects, and you shall provide all co-operation and assistance reasonably required by us to so satisfy itself.
    • We reserve the right to terminate the Agreement and the provision of Services immediately (and without notice) if at any time: (a) we are unable to satisfy ourselves that Your Information is true and accurate in all respects; or (b) you are in breach of any of the representations or warranties set out in clause 1.

 

  1. Services
    • In consideration of the fees set out in the SOW, we will design, develop and deliver the Software in in accordance with the Project Plan and provide the Services and, where part of the SOW, host the Software from the Server thereafter for the term of the Services on and subject to the Agreement.
    • The Agreement shall be formed once you and we have agreed to the relevant SOW (the Effective Date). The provision of the Services shall commence on the date agreed in any SOW applicable to same (the Commencement Date).
    • Any timing for provision of the Services, including delivery of the Software or service level commitments in any SOW, shall not be of the essence. Any dates for Services to be delivered on customer site, including training or technical consultancy, cannot be confirmed until payment has been received for same. We reserve the right to withhold, suspend, reschedule, or cancel the delivery of any Services where we deem it necessary.
    • You acknowledge that our ability to provide the Services is dependent upon the full and timely co-operation of you (which you agrees to provide), as well as the accuracy and completeness of the design specifications and Your Information. Accordingly, you shall provide us with access to, and use of, all information, data and documentation (and, where we provide on-site Services, hardware, software, and relevant facilities) reasonably required by us for the performance by us of our obligations under the Agreement. Where we provide on-site training in respect of any Software or Services, this also includes the provision of a computer for each person receiving training, and sufficient public liability insurance to cover any of our contractors or employees working on-site.
    • Once we have completed the design and development of the Software in accordance with the Project Plan, we shall run any agreed Acceptance Tests, to test compliance of the Software with the Specification, and shall afford you an opportunity to comment on any issues with the first build of any Software prior to the Acceptance Tests being completed.
    • Acceptance of the Software shall be deemed to have taken place upon the occurrence of any of the following events: (a) you use any part of the Software for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or (b) you unreasonably delay the start of the relevant Acceptance Tests or any retests for a period of seven Working Days from the date on which we are ready to commence running such Acceptance Tests or retests; or (c) when the Software has materially passed the Acceptance Tests, which shall be repeated until same occurs. We shall notify you when the Acceptance Tests have been passed.
    • If any failure to pass the Acceptance Tests results from a defect which is caused by any of your acts or omissions, or by one of your sub-contractors or agents for whom we have no responsibility (Non-Supplier Defect), the Software shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. We shall provide assistance reasonably requested by you in remedying any Non-Supplier Defect by supplying additional services or products. You shall pay us in full for all such additional services and products at our then current fees and prices.
    • Any Third Party Products shall be supplied in accordance with the relevant licensor's standard terms (which are deemed binding upon you without further notice and copies of which can be provided on request) in return for any charges agreed in the SOW. As of the date these General Terms were last updated, we incorporate Microsoft software components under the following (non-exhaustive) licence terms as part of all Software solutions: https://azure.microsoft.com/en-gb/support/legal/.
    • As part of the Services, we will provide a level of support via email and telephone to you which we deem to be reasonable, as further set out in the SOW, relating to any defect or issue with the Services themselves, where you have a current and valid support contract with us. Where you do not, no support will be provided. We reserve the right to charge for any support work undertaken in excess of what you have currently paid for (or in excess of standard service commitments), including any work relating to your own software or hardware through which the Services are accessed.
    • The Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into the Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
    • We shall use all reasonable endeavours to make any hosted Software (where applicable) available 24 hours a day, 7 days a week, except for scheduled or unscheduled maintenance periods, and will perform the Services (where applicable) with reasonable skill and care. We do not warrant that the use of the Services (where applicable) will be uninterrupted or error free nor that they will meet your requirements. The Services and Software are provided on an as-is basis and you shall be responsible for ensuring that they are fit for the purposes you intend to use them for.
    • This Agreement shall not prevent us from entering into any other arrangement or agreement with any other person, including any of your competitors.

 

  1. YOUR Information
    • You represent and warrant that you own all right, title and interest in and to all of: (a) Your Information, and (b) that you have all legal rights necessary to submit and display same using the Software, and shall maintain sufficient archives and back-ups from time to time of Your Information. In the event of any loss or damage to Your Information, your sole and exclusive remedy shall be for us to use reasonable endeavours to restore Your Information from the latest back-up of such information held by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Information caused by any third party.
    • Where featured on the Software, Your Information shall comply with the Agreement. We reserve the right to remove any of Your Information where it does not comply with the Agreement.

 

  1. Unacceptable Content
    • You warrant and represent that Your Information hosted on the will not include the following items: (a) any content soliciting personal information from anyone under 18; (b) any content that we deem offensive; (c) any content promoting racism, terrorism, hatred or physical harm against any group or individual; any content which harasses or advocates harassment of another person; (d) any content containing nudity or violent, sexually explicit or otherwise objectionable subject matter; (e) any content promoting information that you know or have reason to believe is false or misleading or promotes illegal activities or conduct that is objectionable, abusive, threatening, obscene, defamatory or libellous; and (f) any content that promotes an illegal or unauthorised copy of another person’s copyrighted work or otherwise infringes a third party’s Intellectual Property Rights.
    • You must comply with all relevant laws, legislation and standards of best practice applicable to the services and products provided by you via the Software.
    • You acknowledge that we have no control over any interaction with the Software by your Visitors, and that we do not, and do not purport to, monitor the content of the Software.

 

  1. Intellectual Property Rights
    • All Intellectual Property Rights arising the Software and Services provided by us (including in any Third Party Products), but excluding the Materials and Your Information, shall be and remain the property of us or our licensors, but in return for payment of the charges outlined in the SOW and your adherence to the other terms of the Agreement, we hereby grant you a non-exclusive, non-sub-licensable, non-transferable, worldwide, royalty-free (subject to payment of the Charges) licence to such Intellectual Property Rights as are required for the purpose of operating the Software, subject to clause 3 below, for the Term only.
    • We may include the statement "Designed by [NAME OF SUPPLIER]" within or on the Software.
    • We shall grant you access to the object code to the Software in order to utilise it for its functionally contemplated purposes, but you shall have no access to the Server or to the source code for the Software, whether during or after termination of the Agreement.
    • You shall grant us a non-exclusive, royalty-free, perpetual licence to copy, reproduce, display, publish, adapt and otherwise use the Materials and Your Information for any purpose.

 

  1. Data protection
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this clause 8, Applicable Laws means (for so long as and to the extent that they apply to us) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, and in the context of any Personal Data hosted by us on the Software as part of the Services, you are the data controller and we are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Otherwise the parties agree that each shall act as a Data Controller in relation to any other Personal Data shared between them pursuant to the Agreement, which shall only be processed in the legitimate interests of the relevant Data Subjects for the purposes of administering and delivering the Agreement as between the parties.
    • Without prejudice to the generality of clause 1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to be hosted on the Software to us for the duration and purposes of the Agreement.
    • Without prejudice to the generality of clause 1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under the Agreement:
      • process that Personal Data only on your written instructions unless we are required by Applicable Laws to otherwise process that Personal Data. Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
      • ensure that we have in place appropriate technical and organisational measures 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;
      • not transfer any Personal Data outside the European Economic Area unless the following conditions are fulfilled: (a) you or we have provided appropriate safeguards in relation to the transfer; (b) the Data Subject has enforceable rights and effective legal remedies; (c) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; (d) we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data; (e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, provided always that you shall remain ultimately responsible for discharging and responding to any subject access request; (f) notify you without undue delay on becoming aware of a Personal Data breach; (g) at your written direction, delete or return Personal Data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the Personal Data; and (h) maintain complete and accurate records and information to demonstrate our compliance with this clause 8.
    • You consent to us appointing the third-party processors of Personal Data set out in the Privacy Policy under the Agreement. We confirm that we have entered or (as the case may be) will enter with such third-party processors into a written agreement. As between us and you, we shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause 8.
    • Either party may, at any time on not less than 30 days’ notice, revise this clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to the Agreement).

 

  1. Prohibited Activity
    • The following is a non-exhaustive list of the type of activity that is prohibited whilst using the Software and Services. We reserve the right to investigate and take appropriate action where we believe you or any other person to have violated this clause 1, including reporting the relevant person to law enforcement authorities. Prohib­ited activity includes, but is not limited to: (a) incitement to racial hatred, incitement to terrorism, fraud, harassment, stalking, spamming, spimming, posting obscene material, pornography, drug dealing, sending of viruses or other harmful files, copyright infringement, trade mark infringement, breach of confidence or theft of trade secrets or any criminal activity, tortious act or civil wrong; (b) transmitting any chain letters or junk email to other users. It is also prohibited to use any information obtained from the Services or Software in order to contact, advertise to, solicit, or sell to any other person or entity without the prior consent of that person or entity; (c) interfering with, creating an undue burden on, or disrupting the Software or Services or the networks or services connected to same; (d) attempting to impersonate another person or entity; (e) using any information obtained from the Software or Services in order to harass, abuse, or harm another person; (f) using the Software or Services in a manner inconsistent with any applicable laws, regulations and codes; (g) making available or uploading files that contain software or other material, data or information not owned or licensed to you or collecting information about others (e.g. names/addresses) without their prior consent; (h) making available, uploading or distributing by any means any material or files that contain any viruses, bugs, corrupt data, “Trojan horses”, “worms” or any other harmful software; and (i) falsifying the true ownership of software or other material or information contained in files made available via the Software or Services.

 

  1. Payment
    • In return for provision of the Services, you agree to pay the fees set out in the SOW in accordance with the payment terms set out therein. Errors and omissions are excepted.
    • The payment options available to you are set out in the SOW.
    • All invoices raised by us are payable within 30 days of the date of issue (or on the alternative date you have agreed with us in any SOW).
    • If we have not received payment by the due date for payment, then, without prejudice to any of our other rights and remedies: we may, without liability to you, (a) disable your account and access to all or part of the Services and take down Software until such time as the outstanding payment and any interest thereon is paid in full by you; and (b) charge interest on any outstanding amounts, such interest to accrue on a daily basis on such due amounts at an annual rate equal to 8% per annum (compounded monthly) over the then current base lending rate of Danske Bank A/S in Northern Ireland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    • All amounts and fees stated or referred to in the Agreement shall be payable in the currency denominated in the SOW, are, non-cancellable and non-refundable; and are exclusive of value added tax and any travel expenses, which shall be added to our invoice(s) at the appropriate rate.
    • Travel expenses are billed at £0.45 (UK sterling) per mile by car, or by rail or air at cost. We reserve the right to require all travel expenses to be paid in advance.
    • If we choose (in our discretion) to accept any proposed cancellation or postponement of any scheduled Services you may request, the following fees shall apply: (a)  0 – 5 Working Days’ notice: full charges; (b) 6 – 10 Working Days’ notice: 50% of fees; 11 – 15 Working Days’ notice: 25% of fees; and 15 Working Days’ or more notice: no fees, regardless of whether or not any Services have been provided. Such fees shall be payable as liquidated damages, which the parties acknowledge are reasonable and proportionate to protect our legitimate interests in performance of the Services, and lost opportunity. Any travel expenses which we have already incurred shall also be repayable as set out in clause 6. For any on-site Services fees shall be payable regardless of whether or not you attend on-site to receive the benefit of such Services.

 

  1. Warranties & Indemnity
    • You shall be solely responsible for any content incorporated on, featured on, or accessible via the Software (Hosted Content).
    • You warrant, represent and undertake that: (a) you hold the necessary rights to permit us to, where applicable, host the Hosted Content on the Software, and shall be responsible for obtaining and paying for any applicable licences and consents for such content to enable us to do so. You shall be responsible for any and all payments due to third parties as a result of such publications; (b) none of the Hosted Content shall infringe the Intellectual Property Rights or proprietary rights of any third party or contain anything which is defamatory, offensive, obscene or misleading or which violates the privacy or data rights of any third party (including under the Data Protection Legislation). You warrant, represent and undertake that the use, reproduction, distribution or transmission of the content of any Hosted Content will not cause us to violate any statutory or regulatory duty or any criminal laws or any rights of any third parties, including but not limited to, such violations as infringement or misappropriation of any Intellectual Property Right, music, advertising, unfair competition, defamation, invasion of privacy, violation of any anti-discrimination law or regulation, or any right of any person or entity; (c) you shall comply at all times with all applicable laws relevant to it and the services you provide, as well as all guidelines issued by us from time to time and notified to you; (d) you shall not do anything that may bring us into disrepute; (e) you shall be responsible for and ensure the accuracy and completeness of the Hosted Content; and (f) that you will comply with all relevant requirements of the Data Protection Legislation and any guidance issued by the Information Commissioner in relation to obtaining, storing and use of personal data derived from Visitors to the Software, where such information has been made available to you, and comply with the additional requirements around data protection set out in these General Terms.
    • You shall indemnify and hold us harmless against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities (including consequential losses and loss of profit and all reasonable legal costs and expenses) arising from any breach by you of the Agreement. This clause 3 shall continue in full force and effect notwithstanding any suspension, expiry or termination of the contractual relationship.

 

  1. Limitation of Liability
    • Under no circumstances shall we be liable for: (a) any indirect, consequential, incidental, special, exemplary or punitive loss, damage, costs or expenses; (b) loss of profit; (c) loss of business; (d) loss of reputation; (e) depletion of goodwill; (f) loss of, damage to, or corruption of data, (g) failure of software, or non-compatibility of existing or future computer hardware or software,even if such are foreseeable, and whether or not we have been advised of the possibility of such losses, damages, costs or expenses.
    • We shall in no event be liable for any more than an amount equal to the total amount paid by you to us in respect of any Services in respect of which the liability arose.
    • We make no representations and hereby disclaim all warranties (express or implied) to the fullest extent permitted by law.
    • We shall have no liability for any failure or delay affecting production or transmission of the Software, or for otherwise failing to comply with our obligations under the Agreement, where such failure or delay results from any governmental action, third party act, fire, flood, storm, insurrection, power failure, riot, explosion, war or terrorist activity, embargo, strikes or other industrial action (whether legal or illegal), labour or material shortage, compliance with any law or governmental order, rule, regulation or direction, transportation interruption of any kind, work slowdown, transmitter or satellite degradation, failure of the internet or other technical facilities or any other interruption or failure or other condition beyond our reasonable control.
    • Nothing contained in the Agreement excludes or limits our liability for death or personal injury caused by our negligence or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited as a matter of relevant law.

 

  1. Confidential Information

We and you agree to keep confidential, any information obtained about the other which concerns the business, finances, technology or affairs of the other party which is not in the public domain (other than by breach of the Agreement or other unauthorised disclosure by any person), and which would be regarded by a reasonable business person as confidential and/or which is expressly marked or designated as such by the disclosing party, except such information that that party is required to disclose by law. This clause 13 shall survive expiry or termination of your registration with us.

 

  1. Term & Termination
    • This Agreement shall continue from the Effective Date, and from the Commencement Date until the expiry of the term for any Software specified in the SOW (the Term), unless earlier terminated in accordance with clause 14.
    • Without affecting any other right or remedy available to it, either party may terminate the Agreement (and the provision of Services (as applicable)) with immediate effect by giving written notice to the other party if: the other party fails to pay any amount due under the Agreement within 14 days of the due date for payment; or the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; or the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or 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, being a company, is deemed unable to pay its debts within the meaning of Article 103 of the Insolvency (Northern Ireland) Order 1989, or the other party (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of Article 259 of the Insolvency (Northern Ireland) Order 1989, or the other party (being a partnership) has any partner to whom any of the foregoing apply; or the other party (being an individual) is the subject of a bankruptcy petition, application or order; or the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or 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 or solvent reconstruction; or 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 or solvent reconstruction; or 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; or 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; or 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; or 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; or 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 this clause 2; or the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    • Notwithstanding the above, we shall be entitled to terminate the Agreement at any time on 30 days’ notice to you.
    • On expiry or termination of the Agreement for any reason, any fees due to us from you shall become immediately payable.
    • On expiry or termination of the Agreement, all provisions of the Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
    • Where we ceases to provide Services we were previously engaged to provide we shall, subject to payment of any outstanding charges and fulfilment of any other outstanding obligations to us by you, return all Materials held by us to you, at your cost. We shall provide such assistance as is reasonably requested by you in transferring the hosting of the Software (where applicable) to you or another service provider, subject to the payment of our then prevailing rates fees and expenses.

 

  1. General
    • You may not assign, transfer or dispose of the benefit or burden of the Agreement without our prior written consent.
    • Our failure to exercise or enforce any right or provision of the Agreement will not be deemed to be a waiver of such right or provision.
    • If any provision of the Agreement is found by a court of competent jurisdiction to be invalid or unenforceable (in whole or part), the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in that provision, and the other provisions of the Agreement will remain in full force and effect.
    • No party other than us or you shall have any rights to enforce any provision of the Agreement.

 

  1. Choice of Law & Jurisdiction

The Agreement shall be governed by and interpreted in accordance with the laws of Northern Ireland and you irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with the Agreement.