Terms and Conditions between Supplier and Customer
V1.1
CONTENTS
____________________________________________________________
Terms and Conditions
BACKGROUND 2
Agreed terms 2
1. Interpretation 2
2. Licence 5
3. Supplier Obligations 6
4. Data protection 7
5. Customer's obligations 7
6. Payment Terms 8
7. Proprietary rights 9
8. Confidentiality 9
9. Indemnity 12
10. Limitation of liability 13
11. Term and termination 13
12. Force majeure 16
13. Conflict 16
14. Variation 16
15. Waiver 16
16. Rights and remedies 16
17. Severance 16
18. Entire agreement 17
19. Assignment 17
20. No partnership or agency 17
21. Third party rights 17
22. Counterparts 17
23. Notices 18
24. Governing law 18
25. Jurisdiction 18
Schedule 1 19
1. Licence Term 19
2. Fee 19
These are the standard terms of service applicable to all Versed AI self-serve customers.
This Versed AI Terms of Service (“Agreement”) is entered into by and between Versed AI Ltd incorporated and registered in England and Wales with company number 12337957 whose registered office is at 44 Turneville Road, London, England, W14 9PS (“Supplier”) and the entity or person placing an Order for or accessing the Service (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Orders. If you are accessing or using the Service on behalf of your company, you represent that you are authorised to accept this Agreement on behalf of your company, and all references to “you” reference your company.
The Effective Date of this Agreement is the date of Customer’s initial access to the Service through any online provisioning, registration or order process
This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Supplier may modify this Agreement from time to time as permitted in clause 14.
By indicating your acceptance of this Agreement or accessing or using the Service, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.
1. BACKGROUND
(A) The Supplier has developed a set of products providing supply chain mapping Services and Data to the Customer.
(B) The Customer wishes to use the Supplier's Service and/or Data in its business operations.
(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's Service and/or Data, subject to the terms and conditions of this agreement.
2. Agreed terms
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
(a) Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, Data and the Documentation, in line with this Agreement.
(b) Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
(c) Change of 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 company, and controls, controlled and the expression change of control shall be interpreted accordingly.
(d) Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 8.1.
(e) Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
(f) Data: any information, statistics, metrics, analysis and any other form of data provided to the Customer by the Supplier as part of the fulfilment of the Supplier’s obligations as agreed between the parties.
(g) Documentation: the document made available to the Customer by the Supplier from time to time which sets out a description of the Services and the user instructions for the Services.
(h) Effective Date: the date of this agreement.
(i) Fee: payments due from the Customer to the Supplier.
(j) Initial Licence Term: the initial term of this agreement as set out in Schedule 1.
(k) Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
(l) Order: defined scope of work for Services and Data notified on the Supplier website from time to time
(m) Payment Method: method of payment outlined in clause 6.2
(n) Payment Terms: conditions of payment, outlined in clause 6
(o) Permitted Uses: list of uses for which the Customer is permitted to use the Service and Data provided by the Supplier, as set out in clause 2.2
(p) Renewal Period: the period described in 11.3 and 11.4.
(q) Services: the licenced services provided by the Supplier to the Customer under this agreement
(i) API: the Application Programming Interface enabling Customer to access the Data
(ii) Software: the online interface enabling the Customer to view the Data and derived insights
(iii) Data Delivery: tools for the secure provision and sharing of the data specific examples of which include but are not limited to; secure CSV transfer, AWS S3, Snowflake, DataBricks
(iv) Support: access to Supplier resources for technical and product support.
(r) Term: has the meaning given in clause 11.1 (being the Initial Term together with any subsequent Renewal Periods).
(s) 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 rearranging, 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.
(t) 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.
1.2 Clause, schedules and headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 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 this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written excludes fax but not email.
1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2. Licence
2.1 Licence Grant. Subject to and conditioned on the Customer paying the Fee as outlined in clause 6 and in accordance with the restrictions set out in this and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, revocable, term limited, non-transferable right and licence, without the right to grant sublicences, to permit the Customer to use the Data for the Permitted Uses only.
2.2 Permitted Uses:
(a) the Customer may, access the Services and store the Data for the duration of the Term,
(b) the Customer may only use the Data and Services solely for the Customer’s internal business operations,
2.3 Use restrictions: the Customer may not at any time, directly or indirectly:
(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 this 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 in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise re-identify the Data by using any method; or
(b) attempt to obtain, or assist third parties in obtaining, access to the Data or Services, other than as provided under this Agreement.
(c) sell, sublicense, assign, distribute, publish, transfer, disclose or otherwise make available the Data or Services in its current form or substantially similar form,
(d) use the Data or Services to provide services to third parties,
(e) permit users of any product or service that incorporates the Data to download or export material portions of the Data (where “material portions” means a set of data that could be marketed independently, or reverse-engineered to discover any portion of the Data),
(f) use the Data or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law,
(g) access all or any part of the Data or Services in order to build a product or service which competes with the Supplier’s Product or Services,
(h) authorise another user to use the Data or Services for any commercial, resale, distribution or other purpose
2.4 If accessing the Data through Versed AI’s API, in addition to the above provisions, the Customer also shall not:
(a) implement any measure that might avoid or circumvent Versed AI’s API usage limitations or interfere with the accuracy of reporting;
(b) attempt to circumvent any API limits, including, but not limited to, mass-registration of applications; or
(c) append materials or content to API requests or queries, unless approved in advance by Versed AI).
2.5 The Customer shall not use the Service or Data in a way which:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 2.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, use of, duplication or disclosure of, the Data or Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.7 The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Supplier Obligations
3.1 The Supplier shall, during the Term, provide the Services to the Customer as defined below, subject to the terms of this agreement.
3.2 The Supplier shall use commercially reasonable endeavours to make the Services and Data available at the date agreed with the Customer, subject to scheduled maintenance periods.
3.3 This agreement shall not prevent the Supplier 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 those provided under this agreement.
3.4 The Supplier will, as part of the Services and at no additional cost to the Customer provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.
3.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
4. Data protection
4.1 The Supplier acknowledges that Customer data may be processed in connection with the Services under this Agreement. For the purpose of such processing, the Supplier will follow its Privacy Policy which can be found at the following page:
https://www.versed.ai/privacy-policy/
5. Customer's obligations
5.1 The Customer shall:
(a) provide the Supplier with:
(i) all necessary cooperation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to provide the Service and Data, including but not limited to Customer Data and security access information.
(b) delete and no longer use all or any of the Data provided to it during the Term, or any copies of it, on expiry of the licence Term;
(c) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(d) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement;
(f) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, 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 Customer's network connections or telecommunications links or caused by the internet.
5.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data For the avoidance of doubt the Customer does not own insights derived from the Customer Data
6. Payment Terms
6.1 The Customer shall pay the Supplier:
(a) the Fee, and
(b) all other amounts payable to the Supplier under this Agreement,
(c) without set-off or delay using the Payment Method in accordance with the Payment Terms.
6.2 Payment Method. The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
(i) on the Effective Date for the Fee payable in respect of the Initial Term; and
(ii) subject to clause 11, on each anniversary of the Effective Date for the Fee payable in respect of the next Renewal Period;
(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
(i) on the Effective Date for the Fee payable in respect of the Initial Term; and
(ii) subject to clause 11, at each anniversary of the Effective Date for the Fee payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.
6.3 If the Supplier has not received payment within 30 days after the due date, or the payment has not been made in accordance with the Payment Terms, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Customer, immediately cease providing the Service and Data to the Customer and the Supplier shall be under no obligation to provide any or all of the Services or Data while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current 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 judgement.
(c) the Supplier may engage debt collection services and/or commence legal proceedings in relation to any such amounts.
6.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to 10.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate if applicable.
7. Proprietary rights
7.1 The Customer acknowledges and agrees that the Supplier owns all right, title and interest, including intellectual property rights, in and to the Services and Data. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Data.
7.2 The Customer further acknowledges that any Data provided by the Supplier, including Data provided in response to a query made to the Supplier’s API, constitutes trade secrets of the Supplier.
7.3 If the Customer contests any of the Supplier’s right, title or interest in or to the Data, including without limitation, in a judicial proceeding anywhere throughout the world:
(a) Supplier may terminate this Agreement without advanced notice to Customer or an opportunity for Customer to cure and without further obligation or liability; and
(b) Customer acknowledges and agrees that it will be in material breach under this Agreement.
8. Confidentiality
8.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this agreement in connection with the provision of Services and Data by the Supplier to the Customer, including but not limited to:
(a) the terms of this agreement or any agreement entered into in connection with this agreement;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
(c) any information developed by the parties in the course of carrying out this agreement and the parties agree that:
(i) details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and
(ii) Customer Data shall constitute Customer Confidential Information;
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
8.2 The provisions of this clause shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 8);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
(d) the parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
8.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement; or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
8.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
8.5 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 8.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
8.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
8.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.
8.8 On termination of this agreement, each party shall:
(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
(b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 13 (Termination).
8.9 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
8.10 Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
8.11 The above provisions of this clause 8 shall continue to apply after termination or expiry of this agreement.
9. Indemnity
9.1 The Customer shall, indemnify, hold harmless and, at the Supplier’s option, defend the Supplier from and against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services or Data, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable cooperation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
9.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Data and Services in accordance with this agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Customer 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.
9.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services or Data, replace or modify the Services or Data so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 7 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
9.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Data by anyone other than the Supplier; or
(b) the Customer's use of the Services, Data or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer's use of the Services, Data or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
9.5 The foregoing states the Customer'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, trade mark, database right or right of confidentiality.
10. Limitation of liability
10.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and Data by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any errors, omissions or any damage, loss, expenses incurred or action taken by the caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services or Data, or any actions taken by the Supplier at the Customer's direction;
(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 Services and Data is provided to the Customer on an "as is" basis.
10.2 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.
10.3 Subject to 10.1 and 10.2:
(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 this agreement; and
(b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fee paid by the Customer during the 12 months immediately preceding the date on which the claim arose.
10.4 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights”.
11. Term and termination
11.1 This agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for a period of 12 months.
11.2 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:
(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 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
(c) 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 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 11.2(c) to clause 11.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) 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 this agreement is in jeopardy; or
(n) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
11.3 Automatic Renewal. Either party may terminate this Agreement by serving a notice not to renew, not less than 30 days prior to the end of the Initial Term.
11.4 Where no such notice as stated in 11.3 is given:
(a) this Agreement shall automatically renew, on the same terms, subject to a 10% increase in the Fee payable to the Supplier.
(b) the renewed Agreement shall be effective immediately upon the end of the Initial Term and Schedule 1 shall be deemed to have been amended accordingly..
(c) the renewed Agreement shall be effective for a period of 12 months following the end of the Initial Term. This is the Renewal Period.
11.5 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate
(b) the Customer shall:
(i) immediately cease all use of and delete all Data and all copies of the Data;
(ii) certify to the Supplier in writing that the Data has been deleted;
(iii) pay all the Fee for all Service completed and/or Data provided.
(c) Supplier shall:
(i) immediately stop supplying further Services, Data or any other service as agreed;
(ii) may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
11.6 No expiration or termination will affect the Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle the Customer to any refund.
11.7 This clause will survive the termination or expiry of this Agreement.
12. Force majeure
12.1 Neither party shall 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 result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving 15 days' written notice to the affected party.
13. Conflict
13.1 If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
14. Variation
14.1 The Supplier reserves the right to modify, alter, update or remove portions of these Terms and Conditions.
15. Waiver
15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16. Rights and remedies
16.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17. Severance
17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, in any jurisdiction, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
17.2 If any provision or part-provision of this agreement is deemed deleted under 17.1 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.
18. Entire agreement
18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
18.2 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.
18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
18.4 Nothing in this clause shall limit or exclude any liability for fraud.
19. Assignment
19.1 Neither party shall, without the prior written consent of the other party, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
20. No partnership or agency
20.1 Nothing in this agreement 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).
21. Third party rights
21.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. Counterparts
22.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
22.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other with the "wet ink" hard copy original[s] of their counterpart.
22.3 No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
23. Notices
23.1 Any notice given to a party under or in connection with this agreement shall be in writing in English 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
(b) sent by email to the following addresses (or an address substituted in writing by the party to be served):
(i) Supplier: legal@versed.ai.
(ii) Customer: email provided at registration or other email as notified to Supplier.
23.2 A Notice is effective only when it has been received.
23.3 Any notice shall be deemed to have been received:
(a) if delivered by hand, 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
(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
23.4 Refusal to accept Notice shall be deemed receipt.
23.5 This clause 23 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.
23.6 This clause 23 will survive the termination or expiry of this Agreement.
24. Governing law
24.1 This 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 the law of England and Wales.
25. Jurisdiction
25.1 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1
1. Licence Term
The Licence Term shall commence on Effective Date and continue unless terminated in accordance with 11.3.
2. Fee
The Fee for the above stated Licence Term shall be the amount selected in the Order on the Supplier website at www.versed.ai or other amount as agreed in writing between the parties.