Terms & Conditions - April 2024

We have developed a customer relationship management system (CRM) on our Platform (which is available to you through our web portal or applications (collectively referred to as our "Service").

Please read these SaaS terms and conditions carefully, as they, together with your Order Form details, form the agreement between us, Elastic CAFNP Manager Ltd ("we", "us", and "our") and you, our customer ("Customer", "you" or "your") for the Service.

You will be asked to accept these SaaS terms and conditions and the agreement will form between us when you tick the relevant box to agree to them on the Order Form. If you do not accept our SaaS terms and conditions you must immediately stop using the Service. If you have any queries about these SaaS terms and conditions, please get in touch with up at info@elasticmint.com.

By ticking the box you warrant that you are authorised by your organisation to bind them accordingly.

In the event of any conflict or inconsistency between these SaaS terms and conditions, the Order Form and anything contained in your Account, then the following order of priority shall apply:

1. your Account;
2. the Order Form;
3. these SaaS terms and conditions and
4. any Addendum for supplementary terms from time to time.

These SaaS terms and conditions apply to the agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

It is agreed as follows:

1. Definitions and Interpretation
   1. The following definitions shall apply to these terms and conditions:

      Account: an online account enabling your Authorised Users to access and use the Platform and Service, including administrator accounts and user accounts.

      Authorised User(s): only those employees, agents and/ or independent contractors of the Customer (not including any other related companies, entities or unincorporated organisations) being located in the UK, who are authorised by you to use the Service and the Documentation.

      Business Hours: 09:00 am to 5.00 pm local UK time.

      Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and controls, controlled and the expression change of control shall be interpreted accordingly.

      Customer Data: any data or Personal Data inputted into the Platform or Software by you, any Authorised Users, or by us on your behalf for the purpose of using the Service or facilitating your use of the Service, but does not include any feedback, ideas or suggestions provided by you to us relating to the Service, Platform or Documentation.

      Cybersecurity Requirements: any English laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards and sanctions, which are applicable to either you or an Authorised User (but not to us) relating to security of network and information systems and security breach and incident reporting requirements (all as amended or updated from time to time).

      Data Protection Laws: means any applicable law relating to the processing, privacy and use of Personal Data, as applicable to either party or the Service, in the UK, including but not limited to:

      (a) the Data Protection Act 2018 (and regulations made hereunder);

      (b) the UK GDPR which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

      (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications);

      (d) any guidance and codes of practice issued by the Information Commissioner Office or other relevant regulatory UK authority which is applicable to a party;

      (e) any other applicable law or regulation relating to the processing, privacy and/or use of Personal Data;

      (f) any laws which implement any such laws; and

      (g) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

      Data Controller, Data Processor, Data Subject and Personal Data: as defined in the Data Protection Laws.

      Documentation: all manuals, data, documents, and information that is prepared, written, made accessible, provided or developed by us or our licensors in connection with the Platform, Software and/or Service, including help desk and technical support documentation made available to you via our web portal or such other web address notified by us to you from time to time which sets out a description of the Service and the user instructions for the Platform and Service.

      Fees: means the subscription fees payable by you to us for our providing or procuring your access to the Service during the Term, as detailed in your administrator Account and any other fees which may become payable by you to us under the agreement from time to time.

      GDPR: means the UK General Data Protection Regulation, as it forms part of domestic law in the United Kingdom, see ‘Data Protection Laws’.

      Incident means any Vulnerability, Virus or security incident which (i) may affect the Service; (ii) may affect our network and information systems and which could potentially affect you or the Service; or (iii) is reported by you to us.

      Initial Term: the initial subscription term of the agreement which shall start the next day after the end of any Trial Period and which shall be for a minimum period of twelve (12) months or as otherwise shown on your administrator’s Account.

      Order Form: the order form confirming your intention to subscribe to the Service and signed electronically by you (or a representative on your behalf).

      Party or Parties: is either us or you as the context dictates, and "parties" means both together.

      Platform: the platform hosted and managed by us and through which you access the Service, including the background Software.

      Renewal Period: the period described in clause 13.1 which shall be for a duration equivalent to the Initial Term, unless amended by your administrator in the administrator Account.

      Service: the CRM which we have developed and which we are providing to you via our Platform, including any other related services or Software supplied with or to the Service which we may also provide to you from time to time, including the specified support and maintenance services for the Service included in the Documentation.

      Software: the online software applications on our Platform including the visual interfaces, graphics, design, compilation, information, data computer code (including source code or object code) provided by us or our third-party licensors as part of the Service.

      Term: the Initial Term together with any subsequent Renewal Periods but not including any free Trial Period.

      Trial Period: the agreed 30 day period during which the Service shall be provided to you on a trial basis, free of charge.

      Usage Data: means such anonymised data or information we may collect relating to your installation, access or use of the Software, Software features and functionality, Service apps and other supplementary services that we may provide from time to time.

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

      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 interpreted accordingly.

2. Accounts

   1. We will allocate an Account to you to allow you to use the Service. The account may also allow you to access Documentation. You may access the Account only with a device which is compatible with the Service (including any security features which are part of the Service).
   2. For us to allocate an Account to you, you shall provide such information as we may require from time to time. Once you have access to the Account, your administrator may create Authorised Users and update, or change, details relating to your Subscription.
   3. You agree to notify us immediately of any changes which are relevant to your Account or your use of the Service by informing us through your Account, or contacting us at info@elasticmint.com.
   4. We give you a right to allow the Authorised Users to use the Service, Account and Documentation for your internal business operations. There will be no limit on the number of Authorised Users that you may have.
   5. You may only use the Service, Platform and the Documentation if you comply with these SaaS terms and conditions and privacy policy and where appropriate, have been granted a Trial Period or have agreed to pay us the Fees.
   6. In relation to the Authorised Users, you undertake that:

      a) the Authorised Users shall be limited to people within your own company, organisation or entity (and not within your wider group of companies, organisations or entities) or sub-contractors or authorised third party users under your control;

      b) you will not allow any password or login to be used by more than one individual Authorised User;

      c) each Authorised User shall keep a secure password for their use of the Service and Documentation and each Authorised User will keep the password confidential;

      d) you shall maintain a written, up to date list of current Authorised Users and provide such list to us within seven (7) days of our written request at any time or times;

      e) you shall permit us to audit the Service within Business Hours in order to establish the name of each Authorised User and your Personal Data processing facilities to audit compliance with the agreement. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your usual conduct of business;

      f) if any of the audits referred to in clause 2.6 (e) reveal that you are in breach of the agreement we may, at our absolute discretion, suspend your access to the Service and/or Account and treat the breach as the material breach under clause 13.4(b), and/or take any other action which is available to us under the law.

   7. You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Service that:

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

      b) facilitates illegal activity;

      c) depicts sexually explicit images;

      d) promotes unlawful violence;

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

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

      and we may, if you breach this clause, disable your access to the Service and/or your Account and/or to material that breaches the provisions of this clause and we shall notify you accordingly.
   8. You shall not:

      a) except as may be allowed by any applicable law or expressly allowed by us under the agreement:

      • 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 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; or

      b) access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation; or

      c) use the Service, Platform and/or Documentation to provide the Service or other services to unauthorised third parties; or d) subject to clause 15.7, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service, Platform and/or Documentation available to any unauthorised third parties, or

      e) attempt to obtain, or assist unauthorised third parties in obtaining, access to the Service, Platform and/or Documentation, other than as provided under this clause 2; or

      f) introduce or permit the introduction of any Virus or Vulnerability into our network and information systems.

   9. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service, the Platform, your Account and/or the Documentation. If unauthorised access to the Service, the Platform, your Account and/or the Documentation occurs you will tell us a soon as you become aware of it.
   10. When Authorised Users first access the Platform we may inform them whether a proposed password is strong or not, but you agree that this is given for information purposes only. We will not be responsible or liable to you in any way if your Account is hacked or compromised or any unauthorised use occurs to your Account or the Customer Data as a result of an Authorised User failing to choose a strong password, or their password otherwise becoming compromised.

3. Service

   1. We will try to make the Service available 24 hours a day, seven days a week but sometimes the Service will not be available, for example, because we need to perform maintenance, because a critical security breach has occur or because we need to perform a software or hardware update. We will try and give you notice of when the Service will not be available but sometimes this won’t be possible. We will not pay any compensation or refund any sums you have paid to us because the Service is not available.
   2. If you have any problems when using the Service, please contact us at info@elasticmint.com.

4. Data protection

   1. Both parties will comply with all applicable requirements of the Data Protection Laws. You are a Data Controller and that we are a Data Processor for the purposes of processing protected Personal Data under the agreement. We shall, and shall ensure that our agents, subcontractors or other third parties engaged by us and each of our own personnel shall, at all times comply with all Data Protection Laws in connection with the processing of protected Personal Data and the provision of the Service.
   2. Where we process your Personal Data under the agreement this will only be done under your written instructions and we will maintain complete and accurate records and information to demonstrate our compliance with the Data Protection Laws.
   3. The Personal Data processed by us under the agreement will not be transferred or stored outside the UK.
   4. Nothing in the agreement relieves you of any responsibilities or liabilities you may have under the Data Protection Laws. You will ensure that you have all necessary appropriate consents and notices in place to lawfully transfer of Personal Data to us under the agreement so that we may lawfully process the Personal Data on your behalf.

5. Third party websites

   1. Sometimes our website will include a link to a third party website. We are not responsible for, and do not endorse the content of, any third party website. We will not be responsible for any consequence or costs incurred by you as a result of any Authorised User accessing a third party website.

6. Our obligations

   1. We will provide or procure the provision of the Service with reasonable skill and care, and we will try to make sure that the Service and Platform performs as set out in the Documentation (although sometimes, despite our best efforts, this will not be possible).
   2. If the Service does not perform as set out in the Documentation, we will try to correct the fault quickly, or we will try to give you an alternative way to achieve what you are trying to do. This will be your sole and exclusive remedy for any breach of clause 6.1.
   3. Clause 6.1 will not apply if you use the Service in a way which we have not authorised, or for a purpose other than what we say the Service should be used for, or if you have tried to modify or alter the Service where we have not approved the modification or alternation in writing.
   4. We:

      a) do not promise, accept any liability (to the fullest extent permitted by applicable law) or otherwise commit that:

      • i. your use of the Service will be uninterrupted or error-free;
      • ii. that the Service, Documentation and/or the information obtained by you through the Service will meet your requirements;
      • iii. the Software or the Service will be free from Vulnerabilities or Viruses; or
      • iv. the Software, Documentation or Service will comply with any Cybersecurity Requirements;

      b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

   5. This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to the Service, Platform or Documentation provided under this agreement.
   6. We warrant that we have and shall maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.
   7. We shall follow our archiving procedures for Customer Data (please contact us at info@elasticmint.com for further information). If any Customer Data is lost or damaged, we will try to restore it from the latest back-up of such Customer Data that we have, but we cannot guarantee that we will be able to do this. This will be your sole and exclusive remedy against us for any loss of or damage to Customer Data.

7. Your obligations

   1. You shall:

      a) provide us with all necessary co-operation and information that we request in order to provide the Service, including but not limited to Customer Data, security access information and configuration services;

      b) comply with all applicable laws and regulations with respect to your activities under this agreement;

      c) carry out all you responsibilities set out under this agreement in a timely and efficient manner. If we have asked you for any information or assistance and you do not give this to us when we ask for it, it may mean that we cannot do what we have agreed by the time or date agreed;

      d) ensure that the Authorised Users use the Service and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement (including responsibility for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party);

      e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and our agents to perform their obligations under this agreement, (including to provide the Service);

      f) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and

      g) be responsible for putting in place, maintaining and securing your network connections and telecommunications links from your systems to ours (which may include the data centres where we host the Service from time to time) except where otherwise agreed by us or where we are required by law to put network connections in place. We will not be responsible foy any problems, conditions, delays, delivery failures or any other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

   2. You shall own all right, title and interest in and to all of the Customer Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8. Fees and payment

   1. You agree to pay us all Fees, (and any other sums or costs agreed under an Order Form that are due and payable), under this agreement in accordance with this clause 8. We will not charge you any Fees during a Trial Period.
   2. Before or during a Trial Period we will ask for you to provide valid, up-to-date, approved credit card details. If you provide these details then we will start to charge you Fees from the start of the Initial Term. If you do not provide these details, then access to the Service and your Account will cease at the end of the Trial Period.
   3. If you provide the credit card details referred to in clause 8.2 to us you agree that we can charge you from the start of the Initial Term for the Fees payable for the Initial Term, and subsequently for any Renewal Period.
   4. You will pay the Fees to us in one annual subscription payment for 12 months in advance. Otherwise, we may agree to receive payment of the Fees in 12 equal monthly instalments for the first calendar year, or as otherwise agreed on an Order Form. The payment frequency will be shown in your administrator Account and can be changed by your administrator
   5. If we have not received payment of your Fees on the due date we may tell you that your payment is late. If the sum is not paid within thirty (30) days after we have told you it is overdue then we may, at our absolute discretion:

      a) suspend your access to the Service until the overdue sum is paid in full (and we will have no liability to you for doing this);

      b) continue to charge you for the Service even when your access to the Service is suspended;

      c) charge you interest on any overdue sum or costs due to us from the day it becomes due until the day it is paid in full. We will charge interest at an annual rate equal to eight percent (8)% over the current base lending rate of the Bank of England from time to time; and

      d) take any other action which we are able to do so under law.

   6. All sums, cost or Fees stated or referred to under this agreement:

      a) shall be payable in Sterling;

      b) are, subject to clause 12.3 (b) below, non-cancellable and non-refundable;

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

   7. We shall be entitled to review and increase the Fees once per year, on each anniversary of the commencement of the Initial Term, only after providing written notice to you of any intended increase. We will send notice to you at least sixty (60) days before the anniversary date to inform you of any intended increase.

9. Intellectual Property

   1. You acknowledge and agree that we own all intellectual property rights in:

      a) the Service;

      b) the Software;

      c) the Platform;

      d) the Documentation;

      e) all derivative works, improvements or modifications relating to the Service, Platform, Software, Documentation and any supplementary services or deliverables created under the agreement, and

      f) all feedback, suggestions or ideas provided by you relating to the above during the course of your business relationship with us.

   2. Except as set out in these terms and conditions, the agreement does not give you (nor any of your third party licensors or sub-licensees) any rights to, under or in, any intellectual property rights (whether registered or unregistered), or any other rights or licences in respect of the intellectual property rights under this agreement.
   3. We confirm that we have all the rights in relation to the Service, Platform, Software and Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of the agreement
   4. You shall own all right, title and interest in and to all of the Customer Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data
   5. Furthermore, in consideration of our granting you access to the Service you grant us (and our sub-licensees) a world-wide, non-exclusive, non-assignable, royalty-free licence to copy, store, distribute, adapt, edit or otherwise use the Customer Data to provide the Service during the Term.
   6. You agree and acknowledge that we may collect Usage Data and that all Usage Data when you use the Platform, Software or Service and you agree that all Usage Data and any derived data from that Usage Data shall be owned by us and will be our intellectual property.

10. Confidentiality

    1. The parties agree during the Term and for a period of two (2) years following expiry or termination of the agreement, not to disclose to any person any confidential information concerning the parties’ business, assets, affairs, customers, clients, suppliers, confidential data or any special or bespoke terms that we have agreed with you relating to the provision of the Service.
    2. Each party may disclose the other party’s confidential information:

       a) to their employees, officers and professional representatives who need to know such information for the purpose of exercising their rights or carrying out their obligations under or in connection with this agreement. They shall ensure that all employees, officers and professional representatives to whom any disclosure of confidential information is made shall comply with this clause 10; and

       b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. Each party shall not use any of the other party’s confidential information for any purpose other than to exercise their rights and perform their obligations under or in connection with this agreement.

11. Indemnities

    1. You shall indemnify and hold us harmless against all liabilities, claims, actions, proceedings, losses damages, expenses and costs (including without limitation court costs and reasonable legal fees), whether direct or indirect arising out of or in connection with your (including your employees', agents', third party licensors’ and sub-contractors'):

       a) breach or negligent performance of your obligations under the agreement;

       b) use of the Service, Platform, Software and/or Documentation;

       c) any damage to the Service, Platform, Software and/or Documentation which occurs as a result of your or your employees’, advisers’ or agents’ negligence in providing access to the Service, Platform, Software and/or Documentation to an unauthorised third party.

12. Limitation of liability

    1. Except as expressly and specifically provided in the agreement:

       a) you are solely responsibility for results obtained from your use of the Service, Platform and Documentation, and any decisions you make or conclusions you draw as a result;

       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 this agreement; and

       c) the Service, Platform, Software and Documentation are provided to you on an "as is" basis.

    2. Nothing in the agreement excludes any liability:

       a) for death or personal injury resulting from negligence; or

       b) for fraud or fraudulent misrepresentation; or

       c) in any way that is not permitted (or is excluded) under applicable law.

    3. Subject to clauses 12.1, 12.2 and 12.5:

       a) we shall not be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profit (actual or anticipated, direct or indirect), loss of business and business interruption, loss of revenue, loss of contract, depletion of goodwill and/or similar losses or loss, damage 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 agreement; and

       b) notwithstanding any other term to the contrary in this agreement or any related document and whether the cause of action for any claim arises in connection with the performance or contemplated performance of this agreement in contract or in tort, in negligence or for breach of statutory duty, or otherwise, in relation to any and all causes of action as aforesaid our total liability in the aggregate for all claims shall not exceed:

       • i. during a Trial Period a maximum of £500 (five hundred pounds); and thereafter
       • ii. the greater of: (a) a sum not exceeding £2,500 (two thousand five hundred pounds), or (b) the total amount of Fees paid by the Customer to us in respect of that calendar year.
    4. All references to us in this clause 12 shall, for the purposes of this clause, be treated as including all of our employees, subcontractors and suppliers and any affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
    5. Nothing in this agreement caps, limits or excludes the liability for you, (or your employees, subcontractors, suppliers and/or affiliates’ liability) for any breach, infringement or misappropriation of our intellectual property rights or personal data.

13. Term and termination

    1. Subject to clause 13.2 below, the agreement shall, unless otherwise terminated as provided in this clause 13, commence on the date that you accept these SaaS terms and conditions and the agreement is formed between the parties
    2. Unless you notify us in writing before the end of a Trial Period that you want the Service to end, or you fail to provide credit card details to us during the Trial Period, the Initial Term shall commence automatically at the end of the Trial Period. The agreement shall continue for the Initial Term and, thereafter, the agreement shall be automatically renewed for successive periods of either one (1) month or twelve (12) months (as set out in your administrator Account) (each a Renewal Period), unless terminated for a reason set out in clause 13.3. You may change the duration of the Renewal Period at any time using your administrator Account and the change will become effective upon the expiry of the end of the Initial Term or the current Renewal Period.
    3. The agreement may be terminated:

       a) by either party notifying the other party, in writing, at any time in which case the agreement shall then terminate upon the expiry of the applicable Trial Period, Initial Term or Renewal Period; or

       b) as otherwise terminated in accordance with the provisions of the agreement.

    4. Without affecting any other right or remedy available to us, including our right to receive the full Fees due to us in respect of the Initial Term or any subsequent Renewal Period, either party may terminate the agreement with immediate effect by giving written notice to the other party:

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

       b) if the other party commits a material breach of any other term of the agreement and (if such breach is remediable) fails to remedy that breach within a period of ten (10) days after being notified to do so;

       c) if the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that their conduct is inconsistent with them having the intention or ability to give effect to the terms of this agreement;

       d) if the other party takes or has had taken against them (other than in relation to a solvent restructuring) any steps or action towards them entering bankruptcy, administration, provisional liquidation or any composition or arrangement with their creditors, applying to court for or obtaining a moratorium under Part 1A of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of their assets, or them entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.4d);

       e) if the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of their business;

       f) if the other party's financial position deteriorates so far as to reasonably justify the opinion that their ability to give effect to the terms of the agreement is in jeopardy; or

       g) they undergo a Change of Control.

    5. On termination of the agreement for any reason:

       a) any licence to use the Platform, Service, Documentation (or the Customer Data) shall immediately terminate and the Customer must immediately stop using them;

       b) 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; and

       c) any outstanding Fees or other sums or costs due under the agreement must be paid within seven (7) days.

    6. On termination of the agreement for any reason any provision that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the agreement, (such as confidentiality, intellectual property right or data storage provisions) shall remain in full force and effect.

14. Data Storage

    We will store your data for three (3) months after the expiry of the Trial Period or termination of the agreement for free, unless the agreement has been terminated subject to clause 13.4. During this period, if you inform us in writing that you wish to reactivate the Service we will use reasonable endeavours to restore your Account and the data to it. Following expiry of the three (3) months we will delete the data.

15. General

    1. Force majeure. Neither party shall be in breach of the agreement or liable in respect of any losses arising due to delay in performing, or failure to perform, any of their obligations under the agreement if such delay or failure result from events, circumstances or causes beyond their reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for thirty (30) days the party not affected may terminate the agreement by giving a further thirty (30) days' written notice to the affected party.
    2. Variation. We may vary any part of these SaaS terms and conditions from time to time and will give you notice of any such variation prior to the variation becoming effective.
    3. Waiver. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    4. Severance. The parties intend each term of this agreement to be distinct and severable. If any term or condition of this agreement is found to be unenforceable, 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 term and the enforceability of the remaining SaaS terms and conditions will not be affected.
    5. Entire agreement. This agreement contains the entire agreement between the parties in relation to its subject matter and supersedes all prior representations and understandings, whether oral or written. Each party agrees that they shall have no claim for innocent or negligent misrepresentation based on any statement herein.
    6. Assignment. You shall not, without our prior written consent, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the agreement.
    7. No partnership or agency. We acknowledge that we are an independent contractor and not an agent, joint venturer or partner of the Customer and that we are acting on our own behalf and not for the benefit of any other person. Neither party shall have the authority to make or enter into any commitments for or on behalf of the other party.
    8. Promotion: We may use your name or branding in any promotional material, marketing material, similar material or announcement.
    9. Third party rights. The agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement.
    10. Notices.

        a) Any notice given to a party under or in connection with the agreement shall be in writing and shall be sent by email to the addresses (or an address substituted in writing by the party to be served) as set out on the Order Form.

        b) Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

        c) 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.

    11. Security breach notices: Upon discovering any suspected or actual unauthorised disclosure, loss or theft of Confidential Information (a Security Breach), you will notify us by e-mail to info@elasticmint.com promptly within 24 hours of your verification of the Security Breach. You, your Affiliates and/or employees, subcontractors, advisers or affiliates (as applicable) will work with us in good faith to identify a root cause and remediate the information Security Breach.
    12. Governing law. The agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with English law.
    13. Jurisdiction. 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 agreement or its subject matter or formation (including non-contractual disputes or claims)

APPENDIX 1: PERSONAL DATA PROCESSING AGREEMENT