SOFTWARE RESELLER AGREEMENT
(A) The Compliance Space wishes to appoint the Reseller as its non-exclusive reseller to distribute The Compliance Space Products (as defined below)
(B) The Reseller agrees to resell The Compliance Space Products (as defined below) on and subject to the terms and conditions of this Agreement.
AGREED TERMS
- Interpretation
The definitions and rules of interpretation in this clause apply in this agreement.
Agreed Purposes: for sale, marketing and distribution of the The Compliance Space Products and in particular for the provision of information, and user access to the The Compliance Space Products.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Hours: the period from 8.00 am to 6.00 pm on any Business Day.
The Compliance Space Products: all or any part(s) of any products and the associated documentation relating to each of them together with any other products and related documentation developed by The Compliance Space and which The Compliance Space may permit the Reseller, by express notice in writing, to market pursuant to this agreement.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or otherwise identified as Confidential Information.
Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of The Compliance Space, and controls, controlled and the expression change of control shall be construed accordingly.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Discloser: a party that discloses Shared Personal Data to the other party.
Data Protection Legislation: 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); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Effective Date: the date of this agreement.
End Client: the client that has purchased The Compliance Space Product from the Reseller
Intellectual Property Rights: patents, 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.
Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
Legislation: any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.
Shared Personal Data: the personal data to be shared between the parties under clause 1.1 of this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
Employee contact information such as name, telephone number and email address of End User or user of the End User;
Employee contact information such as name, telephone number and email address for the Reseller; and
Employee contact information such as name, telephone number and email address for The Compliance Space.
Terms & Conditions: The Compliance Space’s current Terms & Conditions
Trade Marks: the trade mark registrations and applications, including The Compliance Space logo and name together with any further trade marks which The Compliance Space may permit or procure permission for the Reseller by express notice in writing to use in respect of The Compliance Space Products.
Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
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 writing or written includes faxes and e-mail.
References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
- Appointment
The Compliance Space hereby appoints the Reseller as its non-exclusive distributor to distribute The Compliance Space Products on the terms of this Agreement.
The Reseller shall be entitled to describe itself as an "Authorised Reseller" of The Compliance Space Products but shall not represent itself as an agent of The Compliance Space for any purpose, nor pledge The Compliance Space's credit or give any condition or warranty or make any representation on The Compliance Space's behalf or commit The Compliance Space to any contracts. Further, the Reseller shall not without The Compliance Space's prior written consent make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of The Compliance Space Products which are inconsistent with those contained either on The Compliance Space website, or in any promotional material supplied by The Compliance Space or otherwise incur any liability on behalf of The Compliance Space howsoever arising.
When reselling The Compliance Space Products the Reseller shall ensure that it enters into a written contract with each End Client which provides at least the same level of protection to The Compliance Space as set out in the Flow Down terms
The Reseller shall not sell any of The Compliance Space Products through a sales agent or to a sub-distributor or reseller without the prior express written permission of The Compliance Space.
The Reseller's appointment under this clause 2 only grants to the Reseller a licence to distribute The Compliance Space Products, and does not transfer any right, title or interest to any such The Compliance Space Products to the Reseller or its End Clients. Use of the terms "sell", "license", "purchase", "licence fees" and "price" will be interpreted in accordance with this clause.
- Reseller's undertakings
The Reseller undertakes and agrees with The Compliance Space to:
(a) use its best endeavours to promote the distribution and sale of the The Compliance Space Products;
(b) within 14 days of a written request from The Compliance Space at any time, and from time to time, provide such information as is reasonably requested by The Compliance Space about the Reseller's processes and controls to support compliance with this agreement;
(c) during the term of this agreement and for a period of 6 months after the termination of this agreement, provide to End Clients a pre- and after-sale support service in respect of The Compliance Space Products, including, without limitation, the provision of necessary and useful assistance and consultation on the use of The Compliance Space Products; timely responses to End Clients' general questions concerning use of The Compliance Space Products; and assistance to End Clients in the diagnosis and correction of problems encountered in using The Compliance Space Products;
(d) inform The Compliance Space immediately of any changes in ownership or Control of the Reseller and of any change in its organisation or method of doing business which might affect the performance of the Reseller's duties in this agreement;
(e) indemnify The Compliance Space against any and all direct losses, costs, and damages awarded by a court or agreed in settlement by the Reseller (including attorney fees) emanating from any claim by an End Client as to the suitability of any The Compliance Space Product for the End Client’s particular purpose.
- Supply of The Compliance Space Products
The Compliance Space shall supply the following in the form agreed by the parties:
(a) within a reasonable period following the Effective Date the latest version of The Compliance Space Products; and
(b) during the term of this agreement, such updates or new releases to The Compliance Space Products as such updates or new release become generally available.
The Compliance Space is entitled to make changes to The Compliance Space Product at its sole discretion.
The Compliance Space undertakes:
(a) to provide such information and support (in accordance with the support policy, https://www.thecompliancespace.com/support-policy) as may be reasonably requested by the Reseller to enable it properly and efficiently to discharge its duties under this agreement; and
(b) to approve or reject any promotional information or material submitted by the Reseller within 28 days of receipt.
The prices to be paid by the Reseller to The Compliance Space for The Compliance Space Products are as set out in The Compliance Space Order Form - Partner, and as amended by The Compliance Space from time to time.
The Compliance Space shall give the Reseller 14 days' notice of any changes in the prices of The Compliance Space Products.
Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this agreement shall be paid by the Reseller unless The Compliance Space has expressly agreed beforehand in writing to pay such expenses, costs and charges.
Unless otherwise expressly agreed to in writing by the parties, payment terms shall be 30 days from the date of invoice. Overdue payments shall (without limiting The Compliance Space’s remedies under clause 12) bear interest from the due date at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Reseller shall pay the interest together with the overdue amount.
All amounts due under this agreement shall be paid by the Reseller to The Compliance Space in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
The Reseller shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of The Compliance Space Products.
The Reseller shall:
(a) be responsible for the advertising and promotion of the or The Compliance Space Products provided that the use by the Reseller of any advertising materials and promotional literature containing the Trade Marks or other references to The Compliance Space Products shall be subject to the prior written consent of The Compliance Space;
(b) observe all reasonable directions and instructions given to it by The Compliance Space in relation to the promotion and advertisement of the The Compliance Space Products to the extent that such promotions or advertisements refer to The Compliance Space Products or otherwise use the Trade Marks, and shall not make any written statement as to the quality or manufacture of The Compliance Space Products without the prior written approval of The Compliance Space; and
(c) avoid deceptive, misleading or unethical practices that are, or might be, detrimental to The Compliance Space, The Compliance Space Products or the public and shall not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to The Compliance Space or The Compliance Space Products; and
(d) ensure that all Reseller generated advertising and marketing materials are not copied from The Compliance Space website or any other location. Any breach of this clause 7 (f) shall be deemed a material breach, which is irredeemable, under clause 12 and an unauthorised use of The Compliance Space’s intellectual property.
The Reseller shall:
(a) comply with all Legislation including in relation to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
(b) not engage and procure that any person associated with the Reseller who is performing services or providing goods in connection with this Agreement shall not engage in any activity, practice or conduct which would constitute an offence under sections 1,2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with clause 8.1 (b), and will enforce them where appropriate; and
(d) promptly report to The Compliance Space any request or demand for any undue financial or other advantage of any kind received by the Reseller in connection with the performance of this agreement;
Breach of this clause 8 shall be deemed a material breach, which is irredeemable, under clause 13.2(a).
Unless otherwise agreed between the parties, all Intellectual Property Rights in and to The Compliance Space Products belong, and shall belong, to The Compliance Space and/or its licensors.
Without prejudice to the right of the Reseller or any third party to challenge the validity of any Intellectual Property Rights of The Compliance Space, the Reseller shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of The Compliance Space and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
The Compliance Space makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in The Compliance Space Products and the Trade Marks.
The Compliance Space grants to the Reseller a non-exclusive, revocable, personal licence (subject to the terms and conditions of this agreement and during its term and solely for the purposes of performing the Reseller's obligations under this agreement) to:
The Reseller shall not:
The Reseller shall ensure that each reference to, and use of, any of the Trade Marks shall be in the style and form available from The Compliance Space on request, and shall be used in a manner approved from time to time by The Compliance Space and accompanied by an acknowledgement in a form approved by The Compliance Space.
Other than the licences expressly granted under this agreement, neither party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights. In particular, except as expressly provided in this agreement, the Reseller shall have no rights in respect of any trade names or trade marks used by The Compliance Space in relation to The Compliance Space Products or their associated goodwill, and the Reseller hereby acknowledges that all such rights and goodwill shall inure for the benefit of and are (and shall remain) vested in, The Compliance Space.
The Reseller shall promptly give notice in writing to The Compliance Space in the event that it becomes aware of:
In the case of any matter falling within clause 9.11(a):
In the case of any matter falling within clause 9.11(b):
Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including, but not limited to, the use of its name in, or being joined as a party to, proceedings) in connection with any action to be taken by the other party, provided that that party is given such indemnity as it may reasonably require against any damage to its name.
(a) use The Compliance Space Products by way of a trial version supplied by The Compliance Space as reasonably required for the purposes of demonstrating, marketing and selling The Compliance Space Products to prospective End Clients;
(b) use the Trade Marks on or in relation to the The Compliance Space’s Products for the purpose of the promotion, advertisement and sale of The Compliance Space’s Products.
(a) copy The Compliance Space Products or any part of any of them;
(b) modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in The Compliance Space Products. The Reseller is granted no rights under this Agreement except as expressly stated and The Compliance Space expressly reserves all Intellectual Property Rights and its other rights in and to The Compliance Space Products.
(a) any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights in or relating to The Compliance Space Products; and
(b) any claim that any The Compliance Space Product or the manufacture, use, sale or other disposal of any The Compliance Space Product, whether or not under the Trade Marks, infringes the rights of any third party.
(a) The Compliance Space shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; and
(b) The Compliance Space shall have sole control over and shall conduct any consequent action as it shall deem necessary;
(a) The Compliance Space shall defend the Reseller, its officers, directors and employees against any claims that the marketing, advertising or distribution of The Compliance Space Products in accordance with this agreement infringes any Intellectual Property Right and shall indemnify the Reseller for and against any amounts awarded against the Reseller in judgment or settlement of such claims , provided that:
(i) The Compliance Space is given prompt notice of such claim;
(ii) the Reseller provides reasonable co-operation to The Compliance Space in the defence and settlement of such claim, at The Compliance Space's expense; and
(iii) The Compliance Space is given sole authority to defend or settle the claim.
(b) In the defence or settlement of the claim, The Compliance Space may obtain for the Reseller the right to continue distributing The Compliance Space Products in the manner contemplated by this agreement, replace or modify The Compliance Space Product so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice and without liability to the Reseller.
(c) The foregoing states the Reseller's sole and exclusive rights and remedies, and The Compliance Space's entire obligations and liability, in the case of any matter falling under clause 9.11(b).
Each party may have access to Confidential Information of the other party under this agreement. A party's Confidential Information shall not include information that:
Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this agreement.
Each party agrees to take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
This clause 10 shall survive termination of this agreement for any reason.
(a) is or becomes publicly known through no act or omission of the receiving party; or
(b) was in the other party's lawful possession prior to the disclosure; or
(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.
This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
Effect of non-compliance with UK Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
Particular obligations relating to data sharing. Each party shall:
Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, each party shall:
(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
(b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
(c) process the Shared Personal Data only for the Agreed Purposes;
(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
(f) 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.
(g) not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
(i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly inform the other party about the receipt of any data subject access request;
(c) provide the other party with reasonable assistance in complying with any data subject access request;
(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
(f) notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 11; and
(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the UK Data Protection Legislation.
Except as expressly and specifically provided in this agreement, the Reseller assumes sole responsibility for results obtained from the use of The Compliance Space Products by the Reseller, and for conclusions drawn from such use. The Compliance Space shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by The Compliance Space by the Reseller in connection with The Compliance Space Products, or any actions taken by The Compliance Space at the Reseller’s direction.
Except as expressly and specifically provided in this agreement, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement.
Nothing in this agreement excludes the liability of The Compliance Space:
(a) for death or personal injury caused by The Compliance Space's negligence; or
(b) for fraud or fraudulent misrepresentation.
Other than in relation to any liability under clause 9.13(a) The Compliance Space shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(a) loss of profits; or
(b) loss of business; or
(c) depletion of goodwill or similar losses; or
(d) loss of anticipated savings; or
(e) loss of goods; or
(f) loss of use; or
(g) loss or corruption of data or information; or
(h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
12.5 The Compliance Space's total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the amount actually paid by the Reseller to The Compliance Space under this agreement in the 12 months preceding the date on which the claim arose.
This agreement shall commence on the Effective Date. Unless terminated earlier in accordance with clause 13.2 or clause 13.3, clause 13.4 or this clause, this agreement shall continue for the Initial Term (set out in the front sheet) and shall automatically extend for 12-monthly periods (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than 60 days before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
Without prejudice to any other rights or remedies to which The Compliance Space may be entitled, The Compliance Space may terminate the agreement without liability to the Reseller if:
The Compliance Space may terminate this agreement at any time by providing 90 days’ notice to the Reseller in writing and without any liability for such termination.
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment; or
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so; or
(c) the other party repeatedly breaches any of the terms of this 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 this agreement; or
(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; or
(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; or
(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; or
(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, 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; or
(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; or
(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; or
(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; or
(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 15.2(b) to clause 15.2(i) (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.
(a) if the Reseller commits a breach of its obligation in clause 8;
(b) there is a change of control of the Reseller; or
(c) the Reseller challenges or disputes the validity of any of The Compliance Space’s Intellectual Property Rights; or
(d) the Reseller purports to assign any of its rights or obligations under this agreement; or
(e) The Compliance Space wishes to terminate this Agreement for its convenience, which it shall be entitled to do on 30 days’ notice to the Reseller.
Upon termination or expiry of this agreement for any reason:
The termination of this agreement shall not of itself give rise to any liability on the part of The Compliance Space to pay any compensation to the Reseller for loss of profits or goodwill, to reimburse the Reseller for any costs relating to or resulting from such termination, or for any other loss or damage.
(a) without affecting its obligation under clause 12.4(f), the Reseller shall (at its sole cost) return (or at The Compliance Space's option, destroy) all media on which The Compliance Space Products are held (if any);
(b) the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced;
(c) Subject to the foregoing provisions of this clause 14.1, all rights and licences of the Reseller under this agreement shall terminate.
Neither party shall in any circumstances be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Reseller 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.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this agreement 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 this agreement.
If any provision or part-provision of this agreement is deemed deleted under clause 19.1 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.
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
The Reseller shall not, without the prior written consent of The Compliance Space, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
The Compliance Space may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in clause 2.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
No one other than a party to this agreement shall have any right to enforce any of its terms.
The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
(a) 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
(b) sent by fax to its main fax number.
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.
(c) if sent by fax, at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).
SCHEDULE 1 - FLOW DOWN TERMS
The Reseller shall ensure that the following terms are replicated in their own terms and conditions to the End User (or are followed as principles where the word for word duplication is not applicable).
- Intellectual Property Rights
All Intellectual Property Rights in and to The Compliance Space Products belong, and shall belong, to The Compliance Space and/or its licensors.
Without prejudice to the right of the End User or any third party to challenge the validity of any Intellectual Property Rights of The Compliance Space, the End User shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of The Compliance Space and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
The End User shall not:
The End User shall promptly give notice in writing to Reseller in the event that it becomes aware of:
(a) copy The Compliance Space Products or any part of any of them;
(b) modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in The Compliance Space Products. The End User is granted no rights under this Agreement except as expressly stated and The Compliance Space expressly reserves all Intellectual Property Rights and its other rights in and to The Compliance Space Products.
(a) any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights in or relating to The Compliance Space Products; and
(b) any claim that any The Compliance Space Product or the manufacture, use, sale or other disposal of any The Compliance Space Product, whether or not under the Trade Marks, infringes the rights of any third party.
- No contractual rights with The Compliance Space
All claims, actions or disputes shall be with the Reseller and not The Compliance Space.
There are no contractual rights between The Compliance Space and the End User (whether express of implied).
- Use of The Compliance Space Products
The End User will not use the The Compliance Space Products (or any system from which they access the The Compliance Space Products) to:
(a) for any fraudlent or illegal purposes;
(b) introduce or upload any virus, Trojan hourses, worms or other malicious software;
(c) upload any information that is of an indecent, illegal, immoral nature;
(d) intentionally attempt to use the The Compliance Space Products to affect or prevent other users from using the The Compliance Space Products using any form of denial of service attack or other attack on the systems of The Compliance Space.