Terms and Conditions

1.1 The definitions and the rules of interpretation in this clause apply in these Conditions.

Authorised Users: Those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation. For NetZero Lite there shall be 1 Authorised User only.

Business Day: A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: The date on which the Client subscribes to the Services.

Conditions: These terms and conditions as amended from time to time.

Confidential Information: All proprietary or confidential information (however recorded or preserved) disclosed by a party to the other party whether before or after the date of the Contract, including but not limited to any information that would be regarded as confidential by a reasonable business person relating to:

(a) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
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(b) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party.

Contract: The contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.

Client: The person, firm or company who purchase the Services from the Supplier.

Client Data: The data inputted by the Client, Authorised Users, or the Supplier on the Client's behalf for the purpose of using the Services or facilitating the Client's use of the Services.

Data: The data accessed by the Client and/or the Authorised Users by way of the Services.

Data Protection Legislation:To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Client or Supplier is subject, which relates to the protection of personal data.

Documentation:the document made available to the Client by the Supplier online via:https://www.neuerenergy.com/ or such other web address notified by the Supplier to the Client from time to time which sets out a description of, and the user instructions for, the Services.

Domestic Law: The law of the United Kingdom or a part of the United Kingdom.

EU GDPR: The General Data Protection Regulation ((EU) 2016/679). EU Law: the law of the European Union or any member state of the European Union.

Fees: The monthly fee for the Services as confirmed to the Client upon taking a subscription.

Initial Subscription Term:30 days

Renewal Term:As defined in clause 2.1.

Services: The NetZero Lite subscription services provided by the Supplier to the Client under the Contract via:https://www.neuerenergy.com/ or any other website notified to the Client by the Supplier from time to time, as more particularly described in the Documentation and below:

NetZero Lite 49 GBP per month (as amended from time to time in accordance with these Conditions)
- 3 sites
- 1 user Easy data upload
- Scopes 1 and 2 (plus Water and Waste)
- UK market

Software: The online software applications provided by the Supplier as part of the Services.

Subscription Term:The Initial Subscription Term, together with any subsequent Renewal Terms, starting from the Commencement Date.

Supplier: Neuer Energy Limited (company no: 13611419) whose registered office is at 91 Wimpole Street, London, England, W1G 0EF.

UK GDPR:Has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Virus:Any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: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.  
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1.2 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing, and Appropriate Technical and Organisational Measures: as defined in the Data Protection Legislation.

1.3 Clause headings shall not affect the interpretation of the Contract.

1.4 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.

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

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

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.

1.8 A reference to writing or written includes e-mail.

2.1 The Contract, unless otherwise terminated as provided in this clause 2, shall commence on the Commencement Date and shall continue for the Initial Subscription Term. The Contract shall automatically renew for 30 days (Renewal Term) at the end of the Initial Subscription Term and at the end of each Renewal Term unless the Client cancels the Services in accordance with clause 2.2.

2.2 The Client may cancel the Services directly through the Supplier’s platform by:

(a) logging into the Client’s account at app.neuerenergy.com;
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(b) navigating to the Manage Subscription section;
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(c) and once logged into the Stripe Portal, the Client can select the Cancel Subscription option and follow the on-screen instructions.

Once cancellation is complete, the Client will receive an email confirming the cancellation. The Client’s subscription will remain active until the end of its current billing cycle period and no further charges shall be applied unless the Client’s account is reactivated. For any queries or assistance with regards cancellation please email:info@neuerenergy.com

2.3 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:
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(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 7 days after being notified in writing to make such payment;
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(b) the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
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(c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
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(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
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(e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

2.4 On termination of the Contract for any reason:

(a) all licences granted under the Contract shall immediately terminate and the Client shall immediately cease all use of the Services, Data and/or the Documentation;
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(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;
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(c) the Supplier may destroy or otherwise dispose of any of the Client Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Client of the then most recent back-up of the Client Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client 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 Client shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Client Data; and
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(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

4.1 In relation to the Authorised Users, the Client undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed 1 or such other number agreed by the parties in writing from time to time;
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(b) each Authorised User shall create an account by providing accurate and complete information during registration, shall keep a secure password for their use of the Services, Data and Documentation and shall keep their password confidential. The Client is responsible for ensuring such account information is kept up to date.

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

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
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(b) facilitates illegal activity;
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(c) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
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(d) is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.

4.3 The Client shall:

(a) provide the Supplier 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 Supplier; in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
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(b) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;
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(c) carry out all other Client responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
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(d) ensure that the Authorised Users use the Services, Data and the Documentation in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User's breach of the Contract;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

4.4 The Client shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:
- (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, Data and/or Documentation (as applicable) 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 and/or Data; or
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(b) access all or any part of the Services, Data and Documentation to build a product or service which competes with the Services and/or the Documentation; or
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(c) use the Services and/or Documentation to provide services to third parties; or
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(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Data and/or Documentation available to any third party except the Authorised Users; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services, Data and/or Documentation, other than as provided under this clause 4; or

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

4.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Data and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

4.6 Except where agreed by the Supplier in writing, the rights provided under this clause 4 are granted to the Client only and shall not be considered granted to any subsidiary or holding company of the Client.

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

5.1 Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. The Supplier’s privacy policy can be found at https://www.neuerenergy.com/policies/privacy-policy

5.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and the Supplier is the Processor. The scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject are as set out below:

Data Processing Details:

5.3 Without prejudice to the generality of clause 5.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of the Contract.

5.4 Without prejudice to the generality of clause 5.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) process that Personal Data only on the documented written instructions of the Client, unless the Supplier is required by Domestic Law or EU Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law or EU Law as the basis for processing Personal Data, the Supplier shall promptly notify the Client of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits the Supplier from so notifying the Client;

(b) ensure that it has 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 (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);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside the UK or EEA unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
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- (i) the Client or the Supplier has provided appropriate safeguards in relation to the transfer;
- (ii) the data subject has enforceable rights and effective legal remedies;
- (iii) the Supplier 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 Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;

(e) assist the Client, at the Client'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;

(f) notify the Client without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Domestic Law or EU Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and allow for audits by the Client or the Client's designated auditor and immediately inform the Client if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

5.5 The Supplier shall appoint or change any sub-processors with the general authorisation of the Client. The Supplier shall confirm that:
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(a) it shall impose on all sub-processors the same data protection obligations as set out in clause 5; and
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(b) it shall remain fully liable for the actions of its sub-processors at all times.

The Client 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 Supplier 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 Client, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not the Supplier. The Supplier recommends that the Client refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7.1 The Client acknowledges and agrees that the Supplier owns all intellectual property rights in the Services, the Data and the Documentation. Except as expressly stated herein, the Contract does not grant the Client 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, Data or the Documentation.

7.2 The Supplier confirms that it has all the rights in relation to the Services, the Data and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.

8.1 The Client shall defend, indemnify and hold harmless the Supplier 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 Client's use of the Services and/or Documentation, provided that:
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(a) the Client is given prompt notice of any such claim;
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(b) the Supplier provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and
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(c) the Client is given sole authority to defend or settle the claim.

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

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

(b) the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

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

8.3 In the defence or settlement of any claim, the Supplier may procure the right for the Client 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 10 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.

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

(a) a modification of the Services, Data or Documentation by anyone other than the Supplier; or

(b) the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by the Supplier; or

(c) the Client's use of the Services, Data or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

8.5 The foregoing and clause 9.3(b) state the Client's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

9.1 Except as expressly and specifically provided in the Contract:

(a) the Client assumes sole responsibility for results obtained from the use of the Services, the Data and the Documentation by the Client, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Client in connection with the Services and/or Data, or any actions taken by the Supplier at the Client's direction;
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(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; and
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(c) the Services, Data and the Documentation are provided to the Client on an "as is basis”.

9.2 Nothing in the Contract excludes the liability of either party:

(a) for death or personal injury caused by negligence; or
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(b) for fraud or fraudulent misrepresentation.

9.3 Subject to clause 9.1 and clause 9.2:

(a) the Supplier 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
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(b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 8.2), 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 total Fees paid by the Client under the Contract during the 12 months immediately preceding the date on which the claim arose.

9.4 Nothing in the Contract excludes or limits the liability of the Client for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights. 

9.5 The Supplier shall have no liability to the Client 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 Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

The Supplier may amend these terms from time to time and the Client shall be notified accordingly.

11.1 Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Contract, or such other address as may have been notified by that party for such purposes, or sent by email to the email address habitually used by receiving party in relation to the Contract.

11.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission unless notice of non-receipt is received by the sender.

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.

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

14.1 If any provision or part-provision of the Contract 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 the Contract.

14.1 If any provision or part-provision of the Contract is deemed deleted under clause 14.1 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.

15.1 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.

15.2 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 the Contract.

15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

15.4 Nothing in this clause shall limit of exclude any liability for fraud.

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

16.2 The Supplier 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.

Nothing in the Contract 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).

20.1 Unless otherwise agreed between the parties, the Client shall pay the Fees to the Supplier (via Stripe) on a monthly basis on or around each anniversary of the Commencement Date. The Supplier uses Stripe as its third party payment provider to securely handle the Fees. Stripe is certified as a PCI Service Provider Level 1 which is the highest level of security certification for payment providers. For more information about how Stripe processes the Client’s personal data, please review Stripes privacy policy at:https://stripe.com/gb/privacy

20.2 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Client, disable the Client's password, account and access to all or part of the Services and the Supplier 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 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

20.3 All amounts and fees stated or referred to in the Contract:

(a) shall be payable in pounds sterling;
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(b) are non-cancellable and non-refundable;
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(c) are exclusive of value added tax (VAT), which shall be added to the Supplier’s invoice(s) at the appropriate rate.

20.4 The Supplier shall be entitled to increase the Fees upon [30] days’ prior notice in writing to the Client.

21.1 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;
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(b) was in the other party’s lawful possession before the disclosure;
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(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
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(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

21.2 Subject to clause 21.4, 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.

21.3 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 the terms of the Contract.

21.4 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 21.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

21.5 The Client acknowledges that details of the Services, the Data and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

21.6 The Supplier acknowledges that the Client Data is the Confidential Information of the Client.

21.7 The Client consents to the Supplier identifying the Client as an existing customer from time to time and agrees to provide such support and assistance in relation to preparation of a case study on the subject of the Client’s use of the Services as the Supplier shall reasonably require.

21.8 The above provisions of this clause 21 shall survive termination of the Contract however arising.

22.1 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.

22.2 Each party irrevocably agrees that the courts of England and Wales shall have 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) provided that either party may enforce any judgement of the courts of England and Wales in the courts of any jurisdiction.

This version was last updated in January 2025.

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