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Terms of Service

Terms of Service

Terms of Service

Welcome to Fuseable!

Welcome to Fuseable!

Welcome to Fuseable!

These Terms of Service describe your rights and responsibilities as a Fuseable customer. Please read these terms carefully to ensure that you understand each provision.

These Terms of Service describe your rights and responsibilities as a Fuseable customer. Please read these terms carefully to ensure that you understand each provision.

These Terms of Service describe your rights and responsibilities as a Fuseable customer. Please read these terms carefully to ensure that you understand each provision.

Clients may also wish to access our Data Processing Terms

Clients may also wish to access our Data Processing Terms

Clients may also wish to access our Data Processing Terms

Last Modified: 13th June 2023

1. DEFINITIONS AND INTERPRETATION

1.1 Unless otherwise defined in your Commercial Terms, the following words and expressions shall have the meanings given to them below:


“Additional Charges” means the additional charges payable by the Client to Fuseable in respect of the Client’s use of the Fuseable Platform (such as for use of specific features within the Fuseable Platform), which shall be calculated in accordance with the rates set out in the Commercial Terms or notified by Fuseable to Client;

“Applicable Laws” means all applicable laws and regulations in force from time to time;


“Business Day” means any day that is not a Saturday, Sunday or a public holiday in the United Kingdom;

“Client and Registered User Data” means the data of the Client and the Registered Users that is transmitted through or otherwise processed on or via the Fuseable Platform;

“Client Material” means all material which is provided by or on behalf of the Client to Fuseable for use in the performance of the Services, which shall include, without limitation, the Client’s logo and all documentation provided by the Client to Fuseable to enable Fuseable to provide the Services;

“Configuration Services” means the configuration services to be provided by Fuseable to the Client, as set out in the Commercial Terms;

“Configuration Charge” means the charges payable in respect of the Configuration Services, as set out in the Commercial Terms;

“Data Protection Laws” means as applicable and binding on the Client and/or Fuseable:

(a) in the United Kingdom:

(i) the Data Protection Act 2018; and/or

(ii) the GDPR, and/or any corresponding or equivalent national laws or regulations;

(b) in member states of the European Union: the GDPR and all relevant member state laws or regulations giving effect to or corresponding with any of them;

(c) any Applicable Laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;

“Effective Date” means that date set out in the Commercial Terms;

“External Platform Service Providers” means those third party service providers used by Fuseable as part of the functionality or operation of the Fuseable Platform;


“Force Majeure” means acts of God, war, hostilities, riot, fire, explosion, accident, failure of third party IT systems, failure of internet connection, flood, sabotage, lack of adequate power, raw materials or labour, strike, or industrial action or indisposition of key Fuseable employees, or any other act or omission beyond the reasonable control of the performing party;

“Fuseable Charges” means the Platform Fee, the Additional Charges, the Configuration Charge, and such other charges payable to Fuseable as set out in the Commercial Terms or otherwise agreed by the parties in writing;

“Fuseable Terms of Use” means the standard terms and conditions of use of the Fuseable Platform as published on the Fuseable Platform website, or otherwise made available by Fuseable, from time to time;

“Fuseable Platform” means the platform available via the website located at app.fuseable.com or such other URL as may be notified to the Client by Fuseable from time to time, and all software and technology created by Fuseable through the provision of the Configuration Services;

“GDPR” means the General Data Protection Regulation;

“Intellectual Property Rights” means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

“Normal Business Hours” means 9.00am to 5.30pm UK time on Business Days;


“Personal Data” means all information relating to and/or identifying individuals as defined by the Data Protection Laws, which is processed using the Fuseable Platform;



“Personal Data Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;



“Platform Fee” means the monthly fee payable per Registered User to Fuseable for Use of the Fuseable Platform from and including the Effective Date, as set out in the Commercial Terms or agreed between the parties in writing;

“Protected Data” means personal data received by Fuseable from or on behalf of the Client in connection with the performance of Fuseable’s obligations under this Agreement;

“Registered User” means an individual who is authorised by the Client to access the Fuseable Platform;

“Renewal Term” means the term described in the Commercial Terms;

“Services” means the Configuration Services, the provision of the Fuseable Platform and such other services to be provided by Fuseable to the Client from time to time as may be agreed by the parties in writing;

“Term” means the period described in the Commercial Terms and governed by these Terms of Service;

“Third Party Service Providers” has the meaning given to it in clause 3.1 of these Terms of Service;

“Use” means use for the Client’s own internal business purposes;

“Year” means starting on the Effective Date, each successive (twelve) 12 month period during the Term.

1.2 The headings are included for convenience only and shall not affect the interpretation or construction of this Agreement. Words expressed in the singular shall include the plural and vice versa. The word "including" shall be construed without limitation unless the context otherwise so requires. All references in this Agreement to Clauses and Schedules are to the clauses and schedules to this Agreement and, in particular, reference to clauses are references to clauses of these Terms of Service unless the context implies otherwise.

1.3 In the case of conflict between these Terms of Service (fuseable.com/tos), Data Processing Terms (fuseable.com/dpa) and the Commercial Terms, they shall prevail in that order.

1. DEFINITIONS AND INTERPRETATION

1.1 Unless otherwise defined in your Commercial Terms, the following words and expressions shall have the meanings given to them below:


“Additional Charges” means the additional charges payable by the Client to Fuseable in respect of the Client’s use of the Fuseable Platform (such as for use of specific features within the Fuseable Platform), which shall be calculated in accordance with the rates set out in the Commercial Terms or notified by Fuseable to Client;

“Applicable Laws” means all applicable laws and regulations in force from time to time;


“Business Day” means any day that is not a Saturday, Sunday or a public holiday in the United Kingdom;

“Client and Registered User Data” means the data of the Client and the Registered Users that is transmitted through or otherwise processed on or via the Fuseable Platform;

“Client Material” means all material which is provided by or on behalf of the Client to Fuseable for use in the performance of the Services, which shall include, without limitation, the Client’s logo and all documentation provided by the Client to Fuseable to enable Fuseable to provide the Services;

“Configuration Services” means the configuration services to be provided by Fuseable to the Client, as set out in the Commercial Terms;

“Configuration Charge” means the charges payable in respect of the Configuration Services, as set out in the Commercial Terms;

“Data Protection Laws” means as applicable and binding on the Client and/or Fuseable:

(a) in the United Kingdom:

(i) the Data Protection Act 2018; and/or

(ii) the GDPR, and/or any corresponding or equivalent national laws or regulations;

(b) in member states of the European Union: the GDPR and all relevant member state laws or regulations giving effect to or corresponding with any of them;

(c) any Applicable Laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;

“Effective Date” means that date set out in the Commercial Terms;

“External Platform Service Providers” means those third party service providers used by Fuseable as part of the functionality or operation of the Fuseable Platform;


“Force Majeure” means acts of God, war, hostilities, riot, fire, explosion, accident, failure of third party IT systems, failure of internet connection, flood, sabotage, lack of adequate power, raw materials or labour, strike, or industrial action or indisposition of key Fuseable employees, or any other act or omission beyond the reasonable control of the performing party;

“Fuseable Charges” means the Platform Fee, the Additional Charges, the Configuration Charge, and such other charges payable to Fuseable as set out in the Commercial Terms or otherwise agreed by the parties in writing;

“Fuseable Terms of Use” means the standard terms and conditions of use of the Fuseable Platform as published on the Fuseable Platform website, or otherwise made available by Fuseable, from time to time;

“Fuseable Platform” means the platform available via the website located at app.fuseable.com or such other URL as may be notified to the Client by Fuseable from time to time, and all software and technology created by Fuseable through the provision of the Configuration Services;

“GDPR” means the General Data Protection Regulation;

“Intellectual Property Rights” means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

“Normal Business Hours” means 9.00am to 5.30pm UK time on Business Days;


“Personal Data” means all information relating to and/or identifying individuals as defined by the Data Protection Laws, which is processed using the Fuseable Platform;



“Personal Data Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;



“Platform Fee” means the monthly fee payable per Registered User to Fuseable for Use of the Fuseable Platform from and including the Effective Date, as set out in the Commercial Terms or agreed between the parties in writing;

“Protected Data” means personal data received by Fuseable from or on behalf of the Client in connection with the performance of Fuseable’s obligations under this Agreement;

“Registered User” means an individual who is authorised by the Client to access the Fuseable Platform;

“Renewal Term” means the term described in the Commercial Terms;

“Services” means the Configuration Services, the provision of the Fuseable Platform and such other services to be provided by Fuseable to the Client from time to time as may be agreed by the parties in writing;

“Term” means the period described in the Commercial Terms and governed by these Terms of Service;

“Third Party Service Providers” has the meaning given to it in clause 3.1 of these Terms of Service;

“Use” means use for the Client’s own internal business purposes;

“Year” means starting on the Effective Date, each successive (twelve) 12 month period during the Term.

1.2 The headings are included for convenience only and shall not affect the interpretation or construction of this Agreement. Words expressed in the singular shall include the plural and vice versa. The word "including" shall be construed without limitation unless the context otherwise so requires. All references in this Agreement to Clauses and Schedules are to the clauses and schedules to this Agreement and, in particular, reference to clauses are references to clauses of these Terms of Service unless the context implies otherwise.

1.3 In the case of conflict between these Terms of Service (fuseable.com/tos), Data Processing Terms (fuseable.com/dpa) and the Commercial Terms, they shall prevail in that order.

1. DEFINITIONS AND INTERPRETATION

1.1 Unless otherwise defined in your Commercial Terms, the following words and expressions shall have the meanings given to them below:


“Additional Charges” means the additional charges payable by the Client to Fuseable in respect of the Client’s use of the Fuseable Platform (such as for use of specific features within the Fuseable Platform), which shall be calculated in accordance with the rates set out in the Commercial Terms or notified by Fuseable to Client;

“Applicable Laws” means all applicable laws and regulations in force from time to time;


“Business Day” means any day that is not a Saturday, Sunday or a public holiday in the United Kingdom;

“Client and Registered User Data” means the data of the Client and the Registered Users that is transmitted through or otherwise processed on or via the Fuseable Platform;

“Client Material” means all material which is provided by or on behalf of the Client to Fuseable for use in the performance of the Services, which shall include, without limitation, the Client’s logo and all documentation provided by the Client to Fuseable to enable Fuseable to provide the Services;

“Configuration Services” means the configuration services to be provided by Fuseable to the Client, as set out in the Commercial Terms;

“Configuration Charge” means the charges payable in respect of the Configuration Services, as set out in the Commercial Terms;

“Data Protection Laws” means as applicable and binding on the Client and/or Fuseable:

(a) in the United Kingdom:

(i) the Data Protection Act 2018; and/or

(ii) the GDPR, and/or any corresponding or equivalent national laws or regulations;

(b) in member states of the European Union: the GDPR and all relevant member state laws or regulations giving effect to or corresponding with any of them;

(c) any Applicable Laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;

“Effective Date” means that date set out in the Commercial Terms;

“External Platform Service Providers” means those third party service providers used by Fuseable as part of the functionality or operation of the Fuseable Platform;


“Force Majeure” means acts of God, war, hostilities, riot, fire, explosion, accident, failure of third party IT systems, failure of internet connection, flood, sabotage, lack of adequate power, raw materials or labour, strike, or industrial action or indisposition of key Fuseable employees, or any other act or omission beyond the reasonable control of the performing party;

“Fuseable Charges” means the Platform Fee, the Additional Charges, the Configuration Charge, and such other charges payable to Fuseable as set out in the Commercial Terms or otherwise agreed by the parties in writing;

“Fuseable Terms of Use” means the standard terms and conditions of use of the Fuseable Platform as published on the Fuseable Platform website, or otherwise made available by Fuseable, from time to time;

“Fuseable Platform” means the platform available via the website located at app.fuseable.com or such other URL as may be notified to the Client by Fuseable from time to time, and all software and technology created by Fuseable through the provision of the Configuration Services;

“GDPR” means the General Data Protection Regulation;

“Intellectual Property Rights” means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

“Normal Business Hours” means 9.00am to 5.30pm UK time on Business Days;


“Personal Data” means all information relating to and/or identifying individuals as defined by the Data Protection Laws, which is processed using the Fuseable Platform;



“Personal Data Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data;



“Platform Fee” means the monthly fee payable per Registered User to Fuseable for Use of the Fuseable Platform from and including the Effective Date, as set out in the Commercial Terms or agreed between the parties in writing;

“Protected Data” means personal data received by Fuseable from or on behalf of the Client in connection with the performance of Fuseable’s obligations under this Agreement;

“Registered User” means an individual who is authorised by the Client to access the Fuseable Platform;

“Renewal Term” means the term described in the Commercial Terms;

“Services” means the Configuration Services, the provision of the Fuseable Platform and such other services to be provided by Fuseable to the Client from time to time as may be agreed by the parties in writing;

“Term” means the period described in the Commercial Terms and governed by these Terms of Service;

“Third Party Service Providers” has the meaning given to it in clause 3.1 of these Terms of Service;

“Use” means use for the Client’s own internal business purposes;

“Year” means starting on the Effective Date, each successive (twelve) 12 month period during the Term.

1.2 The headings are included for convenience only and shall not affect the interpretation or construction of this Agreement. Words expressed in the singular shall include the plural and vice versa. The word "including" shall be construed without limitation unless the context otherwise so requires. All references in this Agreement to Clauses and Schedules are to the clauses and schedules to this Agreement and, in particular, reference to clauses are references to clauses of these Terms of Service unless the context implies otherwise.

1.3 In the case of conflict between these Terms of Service (fuseable.com/tos), Data Processing Terms (fuseable.com/dpa) and the Commercial Terms, they shall prevail in that order.

2. PROVISION OF THE SERVICES

2.1 Fuseable agrees to provide the Services to the Client, and the Client agrees to purchase the Services from Fuseable, in accordance with the terms and conditions of this Agreement.

2.2 Fuseable:

2.2.1 agrees to perform the Services with reasonable care and skill; and

2.2.2 warrants to the Client the Services will materially conform with all descriptions and specifications provided to the Client by Fuseable.

2.3 Fuseable shall be entitled to employ any person, company or firm as its agent or sub-contractor to perform or deal with any of its rights, obligations and duties under this Agreement.

2. PROVISION OF THE SERVICES

2.1 Fuseable agrees to provide the Services to the Client, and the Client agrees to purchase the Services from Fuseable, in accordance with the terms and conditions of this Agreement.

2.2 Fuseable:

2.2.1 agrees to perform the Services with reasonable care and skill; and

2.2.2 warrants to the Client the Services will materially conform with all descriptions and specifications provided to the Client by Fuseable.

2.3 Fuseable shall be entitled to employ any person, company or firm as its agent or sub-contractor to perform or deal with any of its rights, obligations and duties under this Agreement.

2. PROVISION OF THE SERVICES

2.1 Fuseable agrees to provide the Services to the Client, and the Client agrees to purchase the Services from Fuseable, in accordance with the terms and conditions of this Agreement.

2.2 Fuseable:

2.2.1 agrees to perform the Services with reasonable care and skill; and

2.2.2 warrants to the Client the Services will materially conform with all descriptions and specifications provided to the Client by Fuseable.

2.3 Fuseable shall be entitled to employ any person, company or firm as its agent or sub-contractor to perform or deal with any of its rights, obligations and duties under this Agreement.

3. THIRD PARTY SERVICES

3.1 Fuseable may offer Clients the option to offer or purchase additional products and services that are supplied by third parties (each such third party being a “Third Party Service Provider”).

3.2 Fuseable does not itself provide the products and/or services offered or provided by any of the Third Party Service Providers, and the contract for the sale of such products and services is concluded directly between the Client and the relevant Third Party Service Provider. Fuseable is not the agent, joint venture or partner of either the Third Party Service Provider or the Client and makes no representation, warranty or promise in respect of the suitability or capability of those products or services.

3. THIRD PARTY SERVICES

3.1 Fuseable may offer Clients the option to offer or purchase additional products and services that are supplied by third parties (each such third party being a “Third Party Service Provider”).

3.2 Fuseable does not itself provide the products and/or services offered or provided by any of the Third Party Service Providers, and the contract for the sale of such products and services is concluded directly between the Client and the relevant Third Party Service Provider. Fuseable is not the agent, joint venture or partner of either the Third Party Service Provider or the Client and makes no representation, warranty or promise in respect of the suitability or capability of those products or services.

3. THIRD PARTY SERVICES

3.1 Fuseable may offer Clients the option to offer or purchase additional products and services that are supplied by third parties (each such third party being a “Third Party Service Provider”).

3.2 Fuseable does not itself provide the products and/or services offered or provided by any of the Third Party Service Providers, and the contract for the sale of such products and services is concluded directly between the Client and the relevant Third Party Service Provider. Fuseable is not the agent, joint venture or partner of either the Third Party Service Provider or the Client and makes no representation, warranty or promise in respect of the suitability or capability of those products or services.

4. CONFIGURATION SERVICES

4.1 Subject to the terms of this Agreement, Fuseable shall provide the Configuration Services described in the Commercial Terms.

4.2 Ownership of any and all Intellectual Property Rights created by (or on behalf of) Fuseable as a result of the provision of the Configuration Services or other work undertaken for the benefit of the Client shall vest exclusively in Fuseable upon creation.

4. CONFIGURATION SERVICES

4.1 Subject to the terms of this Agreement, Fuseable shall provide the Configuration Services described in the Commercial Terms.

4.2 Ownership of any and all Intellectual Property Rights created by (or on behalf of) Fuseable as a result of the provision of the Configuration Services or other work undertaken for the benefit of the Client shall vest exclusively in Fuseable upon creation.

4. CONFIGURATION SERVICES

4.1 Subject to the terms of this Agreement, Fuseable shall provide the Configuration Services described in the Commercial Terms.

4.2 Ownership of any and all Intellectual Property Rights created by (or on behalf of) Fuseable as a result of the provision of the Configuration Services or other work undertaken for the benefit of the Client shall vest exclusively in Fuseable upon creation.

5. FUSEABLE PLATFORM

5.1 Subject to the Client complying with the terms of this Agreement, Fuseable grants to the Client a non-exclusive, non-assignable, non-sub-licensable right to Use the Fuseable Platform and to permit Registered Users to Use the Fuseable Platform for the Term (subject to earlier termination or suspension in accordance with these Terms).

5.2 The Client shall, and shall procure that each Registered User shall, Use the Fuseable Platform only in accordance with the terms of this Agreement, the Fuseable Terms of Use, and the policies and written instructions from time to time of Fuseable. The Client is responsible for all Use of the Fuseable Platform by Registered Users and shall be liable for any breach of this Agreement by a Registered User as if it were a breach by the Client.

5.3 The Client shall not, and shall procure that Registered Users shall not, except as expressly permitted in this Agreement (i) modify, translate, create or attempt to create derivative copies of or copy the Fuseable Platform in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Fuseable Platform to source code form; or (iii) distribute, sub-license, assign, share, sell, rent, lease, transmit, grant a security interest in or otherwise transfer any part or all of the Fuseable Platform or the Client’s right to Use the Fuseable Platform.

5.4 The Client agrees to procure that all relevant Registered Users attend such training, workshops and meetings at Client’s expense in the use of the Fuseable Platform, as reasonably requested by Fuseable. Fuseable reserves the right to refuse access to the Fuseable Platform to any Registered User that has failed to attend and complete such training, workshops and meetings reasonably required by Fuseable hereunder.

5.5 Fuseable reserves the right to modify any aspect of the Fuseable Platform (including the functionality) at any time (which may include but not be limited to any changes required to comply with Applicable Laws). Fuseable shall use its reasonable endeavours to give the Client advance notice of any such changes and to minimise any impact on the Client’s use of the Fuseable Platform.

5.6 Fuseable shall use its reasonable endeavours to ensure that access to the Fuseable Platform is available during Normal Business Hours. However, the Client acknowledges that the Fuseable Platform may not be accessible to the Client from time to time. Wherever possible all scheduled service interruptions shall take place outside of Normal Business Hours.

5.7 The Client acknowledges that Fuseable may, as part of the Fuseable Platform, use External Platform Service Providers who may impose certain terms and conditions on Fuseable and/or require Fuseable to ensure compliance with those terms and conditions by users of their respective services. The Client agrees to ensure that it and its Registered Users comply with such terms and conditions as are communicated to Client from time to time in respect of those External Platform Service Providers.

5. FUSEABLE PLATFORM

5.1 Subject to the Client complying with the terms of this Agreement, Fuseable grants to the Client a non-exclusive, non-assignable, non-sub-licensable right to Use the Fuseable Platform and to permit Registered Users to Use the Fuseable Platform for the Term (subject to earlier termination or suspension in accordance with these Terms).

5.2 The Client shall, and shall procure that each Registered User shall, Use the Fuseable Platform only in accordance with the terms of this Agreement, the Fuseable Terms of Use, and the policies and written instructions from time to time of Fuseable. The Client is responsible for all Use of the Fuseable Platform by Registered Users and shall be liable for any breach of this Agreement by a Registered User as if it were a breach by the Client.

5.3 The Client shall not, and shall procure that Registered Users shall not, except as expressly permitted in this Agreement (i) modify, translate, create or attempt to create derivative copies of or copy the Fuseable Platform in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Fuseable Platform to source code form; or (iii) distribute, sub-license, assign, share, sell, rent, lease, transmit, grant a security interest in or otherwise transfer any part or all of the Fuseable Platform or the Client’s right to Use the Fuseable Platform.

5.4 The Client agrees to procure that all relevant Registered Users attend such training, workshops and meetings at Client’s expense in the use of the Fuseable Platform, as reasonably requested by Fuseable. Fuseable reserves the right to refuse access to the Fuseable Platform to any Registered User that has failed to attend and complete such training, workshops and meetings reasonably required by Fuseable hereunder.

5.5 Fuseable reserves the right to modify any aspect of the Fuseable Platform (including the functionality) at any time (which may include but not be limited to any changes required to comply with Applicable Laws). Fuseable shall use its reasonable endeavours to give the Client advance notice of any such changes and to minimise any impact on the Client’s use of the Fuseable Platform.

5.6 Fuseable shall use its reasonable endeavours to ensure that access to the Fuseable Platform is available during Normal Business Hours. However, the Client acknowledges that the Fuseable Platform may not be accessible to the Client from time to time. Wherever possible all scheduled service interruptions shall take place outside of Normal Business Hours.

5.7 The Client acknowledges that Fuseable may, as part of the Fuseable Platform, use External Platform Service Providers who may impose certain terms and conditions on Fuseable and/or require Fuseable to ensure compliance with those terms and conditions by users of their respective services. The Client agrees to ensure that it and its Registered Users comply with such terms and conditions as are communicated to Client from time to time in respect of those External Platform Service Providers.

5. FUSEABLE PLATFORM

5.1 Subject to the Client complying with the terms of this Agreement, Fuseable grants to the Client a non-exclusive, non-assignable, non-sub-licensable right to Use the Fuseable Platform and to permit Registered Users to Use the Fuseable Platform for the Term (subject to earlier termination or suspension in accordance with these Terms).

5.2 The Client shall, and shall procure that each Registered User shall, Use the Fuseable Platform only in accordance with the terms of this Agreement, the Fuseable Terms of Use, and the policies and written instructions from time to time of Fuseable. The Client is responsible for all Use of the Fuseable Platform by Registered Users and shall be liable for any breach of this Agreement by a Registered User as if it were a breach by the Client.

5.3 The Client shall not, and shall procure that Registered Users shall not, except as expressly permitted in this Agreement (i) modify, translate, create or attempt to create derivative copies of or copy the Fuseable Platform in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Fuseable Platform to source code form; or (iii) distribute, sub-license, assign, share, sell, rent, lease, transmit, grant a security interest in or otherwise transfer any part or all of the Fuseable Platform or the Client’s right to Use the Fuseable Platform.

5.4 The Client agrees to procure that all relevant Registered Users attend such training, workshops and meetings at Client’s expense in the use of the Fuseable Platform, as reasonably requested by Fuseable. Fuseable reserves the right to refuse access to the Fuseable Platform to any Registered User that has failed to attend and complete such training, workshops and meetings reasonably required by Fuseable hereunder.

5.5 Fuseable reserves the right to modify any aspect of the Fuseable Platform (including the functionality) at any time (which may include but not be limited to any changes required to comply with Applicable Laws). Fuseable shall use its reasonable endeavours to give the Client advance notice of any such changes and to minimise any impact on the Client’s use of the Fuseable Platform.

5.6 Fuseable shall use its reasonable endeavours to ensure that access to the Fuseable Platform is available during Normal Business Hours. However, the Client acknowledges that the Fuseable Platform may not be accessible to the Client from time to time. Wherever possible all scheduled service interruptions shall take place outside of Normal Business Hours.

5.7 The Client acknowledges that Fuseable may, as part of the Fuseable Platform, use External Platform Service Providers who may impose certain terms and conditions on Fuseable and/or require Fuseable to ensure compliance with those terms and conditions by users of their respective services. The Client agrees to ensure that it and its Registered Users comply with such terms and conditions as are communicated to Client from time to time in respect of those External Platform Service Providers.

6. CLIENT'S OBLIGATIONS

6.1 The Client shall perform its obligations as set out herein including those set out in the Commercial Terms and providing Fuseable promptly with all necessary co-operation, information, data, access to staff and timely decision making which may be reasonably required by Fuseable for the performance of the Services.

6.2 The Client shall use the Fuseable Platform only in accordance with this Agreement and shall not, and shall procure that the Registered Users shall not, make any use of the Fuseable Platform that, in the reasonable opinion of Fuseable, may damage, or threaten to damage, the security or stability of the Fuseable Platform or damage the reputation or goodwill of Fuseable or its other clients or providers.

6.3 The Client agrees to provide Fuseable with such up to date information and cooperation as Fuseable reasonably requires from time to time in relation to use of the Fuseable Platform.

6.4 Fuseable shall issue usernames and passwords to the Client for each Registered User. The Client acknowledges that it is responsible for issuing those usernames and passwords to the Registered User(s). Fuseable shall not be liable for (i) any delay or failure by the Client to issue or accept such usernames and passwords; or (ii) verifying whether the Client and Registered User Data is correct and accurate or whether the usernames and passwords are sufficiently secure.

6.5 The Client acknowledges that it is solely responsible for procuring and paying for access to the internet to enable it to use the Services.

6.6 The Client grants Fuseable a non-exclusive, worldwide, royalty-free licence to use, copy, cache, store, display, reproduce and sublicense the Client and Registered User Data (including all Intellectual Property Rights therein) for the purposes of fulfilling Fuseable’s obligations under this Agreement. Fuseable will disclose the use of any third party to fulfil its obligations and will be responsible for the security and management of such data.

6.7 The Client represents, undertakes and warrants to Fuseable, on behalf of itself and each Registered User, on an ongoing basis that:

6.7.1 it will comply (and that all Registered Users will comply) with all Applicable Laws relating to its business;

6.7.2 the entry into and performance of this Agreement by it does not (and will not during the Term) violate or conflict with any Applicable Laws;

6.7.3 the Client and/or the Registered User owns all rights in and/or has any and all necessary consents to use the Client and Registered User Data as are necessary to grant Fuseable the right to carry out its obligations pursuant to this Agreement;

6.7.4 the Client and Registered User Data does not and will not breach any Applicable Laws and that the use of the Client and Registered User Data will not contravene any Applicable Laws;

6.7.5 the Client and Registered User Data does not and will not infringe any Intellectual Property Rights or other rights of any person, nor are they obscene, defamatory, libellous or slanderous, nor will it cause injury to, invade the privacy of or otherwise violate other rights of any person;

6.7.6 all information supplied by the Client for the purpose of registering the Registered User(s) is true, complete and accurate in all respects and the Client shall promptly notify Fuseable of all changes to such information;

6.7.7 it shall keep confidential the usernames and passwords and use them in accordance with any instructions of Fuseable (or its licensors);

6.7.8 it shall procure that no unauthorised access to and/or use is made of the Fuseable Platform or of any username or password allocated to the Client and/or each Registered User;

6.7.9 it shall notify Fuseable where any usernames and passwords are no longer required (including on the retirement, dismissal or other absence of a Registered User); and

6.7.10 it shall inform Fuseable immediately if it has any reason to believe that the username and password has become known to any individuals not authorised to use them or if the Fuseable Platform is or is likely to be used in an unauthorised way.

6.8 The Client shall remain responsible for all access to and use of the Fuseable Platform whether authorised by the Client or any Registered User or arising because of the breach, negligence or wilful default of the Client or a Registered User.

6.9 The Client shall be responsible for ensuring that all information contained in the Client Material and the Client and Registered User Data is true, accurate and complete. For the avoidance of doubt, and without limitation to the foregoing, Client hereby acknowledges that:

6.9.1 the Client is responsible for verifying the Client Material and the Client and Registered User Data prior to submitting it on the Fuseable Platform;

6.9.2 Fuseable shall bear no responsibility or liability for checking the Client Material and the Client and Registered User Data prior to or during its use on the Fuseable Platform; and

6.9.3 the Client is responsible for verifying the accuracy and completeness of all information provided by or on behalf of any lenders or Third Party Service Providers that is made available or sent via the Fuseable Platform.

6.10 If the Client is in breach of this clause 6, Fuseable shall notify the Client in writing of such breach and, if the Client has failed to remedy the breach (if the breach is capable of remedy) within 30 days after receipt of Fuseable’s notice in writing requiring the Client to do so, then without prejudice to any other rights it may have in respect of such breach, Fuseable may suspend the provision of the Services and/or terminate this Agreement on notice to the Client and without liability for the consequences of such suspension or termination.



6.11 Fuseable shall not be liable for any delay or failure to perform its obligations to the extent that such delay or failure arises as a result of a failure by the Client to comply with its obligations. All dates and timelines to which Fuseable is working shall, unless otherwise expressly agreed in writing, be extended by any amount of time equal to any delay caused by the Client.

6. CLIENT'S OBLIGATIONS

6.1 The Client shall perform its obligations as set out herein including those set out in the Commercial Terms and providing Fuseable promptly with all necessary co-operation, information, data, access to staff and timely decision making which may be reasonably required by Fuseable for the performance of the Services.

6.2 The Client shall use the Fuseable Platform only in accordance with this Agreement and shall not, and shall procure that the Registered Users shall not, make any use of the Fuseable Platform that, in the reasonable opinion of Fuseable, may damage, or threaten to damage, the security or stability of the Fuseable Platform or damage the reputation or goodwill of Fuseable or its other clients or providers.

6.3 The Client agrees to provide Fuseable with such up to date information and cooperation as Fuseable reasonably requires from time to time in relation to use of the Fuseable Platform.

6.4 Fuseable shall issue usernames and passwords to the Client for each Registered User. The Client acknowledges that it is responsible for issuing those usernames and passwords to the Registered User(s). Fuseable shall not be liable for (i) any delay or failure by the Client to issue or accept such usernames and passwords; or (ii) verifying whether the Client and Registered User Data is correct and accurate or whether the usernames and passwords are sufficiently secure.

6.5 The Client acknowledges that it is solely responsible for procuring and paying for access to the internet to enable it to use the Services.

6.6 The Client grants Fuseable a non-exclusive, worldwide, royalty-free licence to use, copy, cache, store, display, reproduce and sublicense the Client and Registered User Data (including all Intellectual Property Rights therein) for the purposes of fulfilling Fuseable’s obligations under this Agreement. Fuseable will disclose the use of any third party to fulfil its obligations and will be responsible for the security and management of such data.

6.7 The Client represents, undertakes and warrants to Fuseable, on behalf of itself and each Registered User, on an ongoing basis that:

6.7.1 it will comply (and that all Registered Users will comply) with all Applicable Laws relating to its business;

6.7.2 the entry into and performance of this Agreement by it does not (and will not during the Term) violate or conflict with any Applicable Laws;

6.7.3 the Client and/or the Registered User owns all rights in and/or has any and all necessary consents to use the Client and Registered User Data as are necessary to grant Fuseable the right to carry out its obligations pursuant to this Agreement;

6.7.4 the Client and Registered User Data does not and will not breach any Applicable Laws and that the use of the Client and Registered User Data will not contravene any Applicable Laws;

6.7.5 the Client and Registered User Data does not and will not infringe any Intellectual Property Rights or other rights of any person, nor are they obscene, defamatory, libellous or slanderous, nor will it cause injury to, invade the privacy of or otherwise violate other rights of any person;

6.7.6 all information supplied by the Client for the purpose of registering the Registered User(s) is true, complete and accurate in all respects and the Client shall promptly notify Fuseable of all changes to such information;

6.7.7 it shall keep confidential the usernames and passwords and use them in accordance with any instructions of Fuseable (or its licensors);

6.7.8 it shall procure that no unauthorised access to and/or use is made of the Fuseable Platform or of any username or password allocated to the Client and/or each Registered User;

6.7.9 it shall notify Fuseable where any usernames and passwords are no longer required (including on the retirement, dismissal or other absence of a Registered User); and

6.7.10 it shall inform Fuseable immediately if it has any reason to believe that the username and password has become known to any individuals not authorised to use them or if the Fuseable Platform is or is likely to be used in an unauthorised way.

6.8 The Client shall remain responsible for all access to and use of the Fuseable Platform whether authorised by the Client or any Registered User or arising because of the breach, negligence or wilful default of the Client or a Registered User.

6.9 The Client shall be responsible for ensuring that all information contained in the Client Material and the Client and Registered User Data is true, accurate and complete. For the avoidance of doubt, and without limitation to the foregoing, Client hereby acknowledges that:

6.9.1 the Client is responsible for verifying the Client Material and the Client and Registered User Data prior to submitting it on the Fuseable Platform;

6.9.2 Fuseable shall bear no responsibility or liability for checking the Client Material and the Client and Registered User Data prior to or during its use on the Fuseable Platform; and

6.9.3 the Client is responsible for verifying the accuracy and completeness of all information provided by or on behalf of any lenders or Third Party Service Providers that is made available or sent via the Fuseable Platform.

6.10 If the Client is in breach of this clause 6, Fuseable shall notify the Client in writing of such breach and, if the Client has failed to remedy the breach (if the breach is capable of remedy) within 30 days after receipt of Fuseable’s notice in writing requiring the Client to do so, then without prejudice to any other rights it may have in respect of such breach, Fuseable may suspend the provision of the Services and/or terminate this Agreement on notice to the Client and without liability for the consequences of such suspension or termination.



6.11 Fuseable shall not be liable for any delay or failure to perform its obligations to the extent that such delay or failure arises as a result of a failure by the Client to comply with its obligations. All dates and timelines to which Fuseable is working shall, unless otherwise expressly agreed in writing, be extended by any amount of time equal to any delay caused by the Client.

6. CLIENT'S OBLIGATIONS

6.1 The Client shall perform its obligations as set out herein including those set out in the Commercial Terms and providing Fuseable promptly with all necessary co-operation, information, data, access to staff and timely decision making which may be reasonably required by Fuseable for the performance of the Services.

6.2 The Client shall use the Fuseable Platform only in accordance with this Agreement and shall not, and shall procure that the Registered Users shall not, make any use of the Fuseable Platform that, in the reasonable opinion of Fuseable, may damage, or threaten to damage, the security or stability of the Fuseable Platform or damage the reputation or goodwill of Fuseable or its other clients or providers.

6.3 The Client agrees to provide Fuseable with such up to date information and cooperation as Fuseable reasonably requires from time to time in relation to use of the Fuseable Platform.

6.4 Fuseable shall issue usernames and passwords to the Client for each Registered User. The Client acknowledges that it is responsible for issuing those usernames and passwords to the Registered User(s). Fuseable shall not be liable for (i) any delay or failure by the Client to issue or accept such usernames and passwords; or (ii) verifying whether the Client and Registered User Data is correct and accurate or whether the usernames and passwords are sufficiently secure.

6.5 The Client acknowledges that it is solely responsible for procuring and paying for access to the internet to enable it to use the Services.

6.6 The Client grants Fuseable a non-exclusive, worldwide, royalty-free licence to use, copy, cache, store, display, reproduce and sublicense the Client and Registered User Data (including all Intellectual Property Rights therein) for the purposes of fulfilling Fuseable’s obligations under this Agreement. Fuseable will disclose the use of any third party to fulfil its obligations and will be responsible for the security and management of such data.

6.7 The Client represents, undertakes and warrants to Fuseable, on behalf of itself and each Registered User, on an ongoing basis that:

6.7.1 it will comply (and that all Registered Users will comply) with all Applicable Laws relating to its business;

6.7.2 the entry into and performance of this Agreement by it does not (and will not during the Term) violate or conflict with any Applicable Laws;

6.7.3 the Client and/or the Registered User owns all rights in and/or has any and all necessary consents to use the Client and Registered User Data as are necessary to grant Fuseable the right to carry out its obligations pursuant to this Agreement;

6.7.4 the Client and Registered User Data does not and will not breach any Applicable Laws and that the use of the Client and Registered User Data will not contravene any Applicable Laws;

6.7.5 the Client and Registered User Data does not and will not infringe any Intellectual Property Rights or other rights of any person, nor are they obscene, defamatory, libellous or slanderous, nor will it cause injury to, invade the privacy of or otherwise violate other rights of any person;

6.7.6 all information supplied by the Client for the purpose of registering the Registered User(s) is true, complete and accurate in all respects and the Client shall promptly notify Fuseable of all changes to such information;

6.7.7 it shall keep confidential the usernames and passwords and use them in accordance with any instructions of Fuseable (or its licensors);

6.7.8 it shall procure that no unauthorised access to and/or use is made of the Fuseable Platform or of any username or password allocated to the Client and/or each Registered User;

6.7.9 it shall notify Fuseable where any usernames and passwords are no longer required (including on the retirement, dismissal or other absence of a Registered User); and

6.7.10 it shall inform Fuseable immediately if it has any reason to believe that the username and password has become known to any individuals not authorised to use them or if the Fuseable Platform is or is likely to be used in an unauthorised way.

6.8 The Client shall remain responsible for all access to and use of the Fuseable Platform whether authorised by the Client or any Registered User or arising because of the breach, negligence or wilful default of the Client or a Registered User.

6.9 The Client shall be responsible for ensuring that all information contained in the Client Material and the Client and Registered User Data is true, accurate and complete. For the avoidance of doubt, and without limitation to the foregoing, Client hereby acknowledges that:

6.9.1 the Client is responsible for verifying the Client Material and the Client and Registered User Data prior to submitting it on the Fuseable Platform;

6.9.2 Fuseable shall bear no responsibility or liability for checking the Client Material and the Client and Registered User Data prior to or during its use on the Fuseable Platform; and

6.9.3 the Client is responsible for verifying the accuracy and completeness of all information provided by or on behalf of any lenders or Third Party Service Providers that is made available or sent via the Fuseable Platform.

6.10 If the Client is in breach of this clause 6, Fuseable shall notify the Client in writing of such breach and, if the Client has failed to remedy the breach (if the breach is capable of remedy) within 30 days after receipt of Fuseable’s notice in writing requiring the Client to do so, then without prejudice to any other rights it may have in respect of such breach, Fuseable may suspend the provision of the Services and/or terminate this Agreement on notice to the Client and without liability for the consequences of such suspension or termination.



6.11 Fuseable shall not be liable for any delay or failure to perform its obligations to the extent that such delay or failure arises as a result of a failure by the Client to comply with its obligations. All dates and timelines to which Fuseable is working shall, unless otherwise expressly agreed in writing, be extended by any amount of time equal to any delay caused by the Client.

7. FUSEABLE CHARGES

7.1 There is no Platform Fee payable during the Trial period.



7.2 After the end of the Trial Period, the Platform Fee shall become payable in accordance with the Commercial Terms, unless the Client has terminated the Agreement in accordance with clause 8.



7.3 The Client shall pay the Fuseable Charges set out in the Commercial Terms. Fuseable shall invoice the Client for the Fuseable Charges in accordance with those terms set out in the Commercial Terms. The Client shall pay the applicable Fuseable Charges by automated payment via Fuseable’s chosen payment processor. Where not stated, all sums due to Fuseable shall be payable within 30 days of receipt of an invoice from Fuseable.



7.4 Fuseable may review the Fuseable Charges on a yearly basis and reserves the right to increase the Fuseable Charges at the end of each calendar year, with such new charges to take effect from 1 January. Any such increase to the Fuseable Charges shall be communicated to the Client no later than 1 December in the previous year.



7.5 Fuseable may at any time set off any liability of the Client to Fuseable against any liability of Fuseable to the Client, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. No set off by the Client is permitted.



7.6 Fuseable reserves the right to charge the Client interest on any payment due from the Client and not made by the due date. Interest will be calculated on a daily basis, both before and after any judgement, at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England, for the period from the due date until the date on which it is actually paid, compounded quarterly and payable on demand.



7.7 In the event of a bona fide dispute regarding any invoice or other request for payment, the Client shall immediately notify Fuseable in writing and the parties shall attempt promptly and in good faith to resolve any dispute regarding amounts owed. The Client shall pay all undisputed amounts on the due date.



7.8 All Fuseable Charges are exclusive of any applicable value added tax (or any successor tax) and any other applicable tax of any nature whatsoever, which will be added and shall be payable by the Client in accordance with the law applicable from time to time against receipt of an appropriate invoice.

7. FUSEABLE CHARGES

7.1 There is no Platform Fee payable during the Trial period.



7.2 After the end of the Trial Period, the Platform Fee shall become payable in accordance with the Commercial Terms, unless the Client has terminated the Agreement in accordance with clause 8.



7.3 The Client shall pay the Fuseable Charges set out in the Commercial Terms. Fuseable shall invoice the Client for the Fuseable Charges in accordance with those terms set out in the Commercial Terms. The Client shall pay the applicable Fuseable Charges by automated payment via Fuseable’s chosen payment processor. Where not stated, all sums due to Fuseable shall be payable within 30 days of receipt of an invoice from Fuseable.



7.4 Fuseable may review the Fuseable Charges on a yearly basis and reserves the right to increase the Fuseable Charges at the end of each calendar year, with such new charges to take effect from 1 January. Any such increase to the Fuseable Charges shall be communicated to the Client no later than 1 December in the previous year.



7.5 Fuseable may at any time set off any liability of the Client to Fuseable against any liability of Fuseable to the Client, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. No set off by the Client is permitted.



7.6 Fuseable reserves the right to charge the Client interest on any payment due from the Client and not made by the due date. Interest will be calculated on a daily basis, both before and after any judgement, at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England, for the period from the due date until the date on which it is actually paid, compounded quarterly and payable on demand.



7.7 In the event of a bona fide dispute regarding any invoice or other request for payment, the Client shall immediately notify Fuseable in writing and the parties shall attempt promptly and in good faith to resolve any dispute regarding amounts owed. The Client shall pay all undisputed amounts on the due date.



7.8 All Fuseable Charges are exclusive of any applicable value added tax (or any successor tax) and any other applicable tax of any nature whatsoever, which will be added and shall be payable by the Client in accordance with the law applicable from time to time against receipt of an appropriate invoice.

7. FUSEABLE CHARGES

7.1 There is no Platform Fee payable during the Trial period.



7.2 After the end of the Trial Period, the Platform Fee shall become payable in accordance with the Commercial Terms, unless the Client has terminated the Agreement in accordance with clause 8.



7.3 The Client shall pay the Fuseable Charges set out in the Commercial Terms. Fuseable shall invoice the Client for the Fuseable Charges in accordance with those terms set out in the Commercial Terms. The Client shall pay the applicable Fuseable Charges by automated payment via Fuseable’s chosen payment processor. Where not stated, all sums due to Fuseable shall be payable within 30 days of receipt of an invoice from Fuseable.



7.4 Fuseable may review the Fuseable Charges on a yearly basis and reserves the right to increase the Fuseable Charges at the end of each calendar year, with such new charges to take effect from 1 January. Any such increase to the Fuseable Charges shall be communicated to the Client no later than 1 December in the previous year.



7.5 Fuseable may at any time set off any liability of the Client to Fuseable against any liability of Fuseable to the Client, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. No set off by the Client is permitted.



7.6 Fuseable reserves the right to charge the Client interest on any payment due from the Client and not made by the due date. Interest will be calculated on a daily basis, both before and after any judgement, at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England, for the period from the due date until the date on which it is actually paid, compounded quarterly and payable on demand.



7.7 In the event of a bona fide dispute regarding any invoice or other request for payment, the Client shall immediately notify Fuseable in writing and the parties shall attempt promptly and in good faith to resolve any dispute regarding amounts owed. The Client shall pay all undisputed amounts on the due date.



7.8 All Fuseable Charges are exclusive of any applicable value added tax (or any successor tax) and any other applicable tax of any nature whatsoever, which will be added and shall be payable by the Client in accordance with the law applicable from time to time against receipt of an appropriate invoice.

8. DURATION AND TERMINATION

8.1 This Agreement shall be deemed to have come into force on the Effective Date and shall remain in force, unless terminated earlier in accordance with its terms, for the Trial Period and shall automatically continue for the Renewal Term. Following the end of the Renewal Term, this Agreement shall automatically renew for successive periods equivalent to the Renewal Term.



8.2 The Client may, by giving written notice to Fuseable, terminate this Agreement at any time to end on completion of the Trial Period or the relevant Renewal Period by exercising its Termination of Convenience right set out in the Commercial Terms.



8.3 Either party (the “Terminating Party”) may terminate this Agreement in whole or in part with immediate effect by written notice to the other party (the “Defaulting Party”) on or at any time after the occurrence of a material breach by the Defaulting Party of any of its obligations in this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 30 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so.



8.4 The Terminating Party may terminate this Agreement with immediate effect by notice in writing to the Defaulting Party on or at any time if the Defaulting Party becomes insolvent, enters into liquidation, whether voluntary or compulsory, passes a resolution for its winding up, has a receiver or administrator appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar or analogous action in consequence of its debt.



8.5 Fuseable may terminate this Agreement with immediate effect by notice in writing to the Client in the event:

8.5.1 the Client is guilty of any conduct which in the reasonable opinion of Fuseable brings, or could bring, Fuseable or its business into disrepute or otherwise have an adverse effect on Fuseable’s reputation; or

8.5.2 the Client fails to pay any invoice that is overdue within 14 days of any written payment reminder issued by Fuseable.



8.6 On termination of this Agreement for any reason:

8.6.1 the Services provided under this Agreement shall immediately terminate, including termination of the Client’s (and each Registered User’s) right to access and use the Fuseable Platform; and

8.6.2 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.



8.7 On termination of this Agreement for any reason, this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination, including clause 7 (to the extent of any unpaid obligations), 8.6, 8.7, 9, 10, 12, 14, 15 and 16, and all other provisions necessary for their interpretation.

8. DURATION AND TERMINATION

8.1 This Agreement shall be deemed to have come into force on the Effective Date and shall remain in force, unless terminated earlier in accordance with its terms, for the Trial Period and shall automatically continue for the Renewal Term. Following the end of the Renewal Term, this Agreement shall automatically renew for successive periods equivalent to the Renewal Term.



8.2 The Client may, by giving written notice to Fuseable, terminate this Agreement at any time to end on completion of the Trial Period or the relevant Renewal Period by exercising its Termination of Convenience right set out in the Commercial Terms.



8.3 Either party (the “Terminating Party”) may terminate this Agreement in whole or in part with immediate effect by written notice to the other party (the “Defaulting Party”) on or at any time after the occurrence of a material breach by the Defaulting Party of any of its obligations in this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 30 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so.



8.4 The Terminating Party may terminate this Agreement with immediate effect by notice in writing to the Defaulting Party on or at any time if the Defaulting Party becomes insolvent, enters into liquidation, whether voluntary or compulsory, passes a resolution for its winding up, has a receiver or administrator appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar or analogous action in consequence of its debt.



8.5 Fuseable may terminate this Agreement with immediate effect by notice in writing to the Client in the event:

8.5.1 the Client is guilty of any conduct which in the reasonable opinion of Fuseable brings, or could bring, Fuseable or its business into disrepute or otherwise have an adverse effect on Fuseable’s reputation; or

8.5.2 the Client fails to pay any invoice that is overdue within 14 days of any written payment reminder issued by Fuseable.



8.6 On termination of this Agreement for any reason:

8.6.1 the Services provided under this Agreement shall immediately terminate, including termination of the Client’s (and each Registered User’s) right to access and use the Fuseable Platform; and

8.6.2 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.



8.7 On termination of this Agreement for any reason, this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination, including clause 7 (to the extent of any unpaid obligations), 8.6, 8.7, 9, 10, 12, 14, 15 and 16, and all other provisions necessary for their interpretation.

8. DURATION AND TERMINATION

8.1 This Agreement shall be deemed to have come into force on the Effective Date and shall remain in force, unless terminated earlier in accordance with its terms, for the Trial Period and shall automatically continue for the Renewal Term. Following the end of the Renewal Term, this Agreement shall automatically renew for successive periods equivalent to the Renewal Term.



8.2 The Client may, by giving written notice to Fuseable, terminate this Agreement at any time to end on completion of the Trial Period or the relevant Renewal Period by exercising its Termination of Convenience right set out in the Commercial Terms.



8.3 Either party (the “Terminating Party”) may terminate this Agreement in whole or in part with immediate effect by written notice to the other party (the “Defaulting Party”) on or at any time after the occurrence of a material breach by the Defaulting Party of any of its obligations in this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 30 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so.



8.4 The Terminating Party may terminate this Agreement with immediate effect by notice in writing to the Defaulting Party on or at any time if the Defaulting Party becomes insolvent, enters into liquidation, whether voluntary or compulsory, passes a resolution for its winding up, has a receiver or administrator appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar or analogous action in consequence of its debt.



8.5 Fuseable may terminate this Agreement with immediate effect by notice in writing to the Client in the event:

8.5.1 the Client is guilty of any conduct which in the reasonable opinion of Fuseable brings, or could bring, Fuseable or its business into disrepute or otherwise have an adverse effect on Fuseable’s reputation; or

8.5.2 the Client fails to pay any invoice that is overdue within 14 days of any written payment reminder issued by Fuseable.



8.6 On termination of this Agreement for any reason:

8.6.1 the Services provided under this Agreement shall immediately terminate, including termination of the Client’s (and each Registered User’s) right to access and use the Fuseable Platform; and

8.6.2 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.



8.7 On termination of this Agreement for any reason, this Agreement shall continue in force to the extent necessary to give effect to those of its provisions which expressly or impliedly have effect after termination, including clause 7 (to the extent of any unpaid obligations), 8.6, 8.7, 9, 10, 12, 14, 15 and 16, and all other provisions necessary for their interpretation.

9. INTELLECTUAL PROPERTY

9.1 Fuseable has sole and exclusive ownership of (or licence to use) all right, title, and interest in and to the Fuseable Platform, and the software comprised therein, including all copyright and any other Intellectual Property Rights therein. All goodwill arising as a result of the use of the Fuseable Platform by the Client and Registered Users shall vest exclusively in Fuseable. Nothing in this Agreement will serve to transfer from Fuseable to the Client any of the Fuseable Platform, or the software comprised therein, and all right, title and interest in and to the Fuseable Platform, and the software comprised therein will remain exclusively with Fuseable and/or Fuseable’s licensors. All rights in and to the Fuseable Platform, and the software comprised therein not expressly granted to the Client are reserved by Fuseable and the relevant third party licensors.



9.2 Except for the rights expressly granted in this Agreement, nothing in this Agreement will serve to transfer from the Client to Fuseable any of the Client Material, and all right, title and interest in and to the Client Material will remain exclusively with the Client.



9.3 The Client grants to Fuseable a non-exclusive, revocable, worldwide, non-assignable, royalty-free licence to use the Client Material for the sole purpose of performing its obligations under this Agreement.



9.4 Nothing in this Agreement shall prevent Fuseable from using any know-how, methods, techniques or procedures owned or developed by Fuseable in the course of providing the Services for any purpose.



9.5 The Client shall indemnify Fuseable for all losses, damages, liabilities, claims, cost and expenses (including reasonable legal fees and disbursements and costs and expenses of investigation and litigation and cost of settlement, judgment, interest and penalties) arising out of or in connection with any third party claim or allegation made against Fuseable in respect of infringing Intellectual Property Rights resulting from:

9.5.1 use, transfer, storage or processing by, or on behalf of, Fuseable of the Client and Registered User Data, any Personal Data or Client Material; and

9.5.2 the use by the Client of the Fuseable Platform in combination with any other software, product, services or system where the combination has not been expressly authorised by Fuseable in writing.



9.6 At no time during or after the term of this Agreement will the Client challenge or assist others to challenge any Fuseable trademarks, service marks, trade names, logos or other words or symbols identifying the products and services of Fuseable’s business adopted by Fuseable from time to time (“Fuseable Trademarks”) or attempt to register any trademarks, service marks, trade names, copyright, company name or other proprietary or commercial right which is identical or confusingly similar to Fuseable Trademarks. Upon the termination of this Agreement, the Client shall cease use of all Fuseable Trademarks.

9. INTELLECTUAL PROPERTY

9.1 Fuseable has sole and exclusive ownership of (or licence to use) all right, title, and interest in and to the Fuseable Platform, and the software comprised therein, including all copyright and any other Intellectual Property Rights therein. All goodwill arising as a result of the use of the Fuseable Platform by the Client and Registered Users shall vest exclusively in Fuseable. Nothing in this Agreement will serve to transfer from Fuseable to the Client any of the Fuseable Platform, or the software comprised therein, and all right, title and interest in and to the Fuseable Platform, and the software comprised therein will remain exclusively with Fuseable and/or Fuseable’s licensors. All rights in and to the Fuseable Platform, and the software comprised therein not expressly granted to the Client are reserved by Fuseable and the relevant third party licensors.



9.2 Except for the rights expressly granted in this Agreement, nothing in this Agreement will serve to transfer from the Client to Fuseable any of the Client Material, and all right, title and interest in and to the Client Material will remain exclusively with the Client.



9.3 The Client grants to Fuseable a non-exclusive, revocable, worldwide, non-assignable, royalty-free licence to use the Client Material for the sole purpose of performing its obligations under this Agreement.



9.4 Nothing in this Agreement shall prevent Fuseable from using any know-how, methods, techniques or procedures owned or developed by Fuseable in the course of providing the Services for any purpose.



9.5 The Client shall indemnify Fuseable for all losses, damages, liabilities, claims, cost and expenses (including reasonable legal fees and disbursements and costs and expenses of investigation and litigation and cost of settlement, judgment, interest and penalties) arising out of or in connection with any third party claim or allegation made against Fuseable in respect of infringing Intellectual Property Rights resulting from:

9.5.1 use, transfer, storage or processing by, or on behalf of, Fuseable of the Client and Registered User Data, any Personal Data or Client Material; and

9.5.2 the use by the Client of the Fuseable Platform in combination with any other software, product, services or system where the combination has not been expressly authorised by Fuseable in writing.



9.6 At no time during or after the term of this Agreement will the Client challenge or assist others to challenge any Fuseable trademarks, service marks, trade names, logos or other words or symbols identifying the products and services of Fuseable’s business adopted by Fuseable from time to time (“Fuseable Trademarks”) or attempt to register any trademarks, service marks, trade names, copyright, company name or other proprietary or commercial right which is identical or confusingly similar to Fuseable Trademarks. Upon the termination of this Agreement, the Client shall cease use of all Fuseable Trademarks.

9. INTELLECTUAL PROPERTY

9.1 Fuseable has sole and exclusive ownership of (or licence to use) all right, title, and interest in and to the Fuseable Platform, and the software comprised therein, including all copyright and any other Intellectual Property Rights therein. All goodwill arising as a result of the use of the Fuseable Platform by the Client and Registered Users shall vest exclusively in Fuseable. Nothing in this Agreement will serve to transfer from Fuseable to the Client any of the Fuseable Platform, or the software comprised therein, and all right, title and interest in and to the Fuseable Platform, and the software comprised therein will remain exclusively with Fuseable and/or Fuseable’s licensors. All rights in and to the Fuseable Platform, and the software comprised therein not expressly granted to the Client are reserved by Fuseable and the relevant third party licensors.



9.2 Except for the rights expressly granted in this Agreement, nothing in this Agreement will serve to transfer from the Client to Fuseable any of the Client Material, and all right, title and interest in and to the Client Material will remain exclusively with the Client.



9.3 The Client grants to Fuseable a non-exclusive, revocable, worldwide, non-assignable, royalty-free licence to use the Client Material for the sole purpose of performing its obligations under this Agreement.



9.4 Nothing in this Agreement shall prevent Fuseable from using any know-how, methods, techniques or procedures owned or developed by Fuseable in the course of providing the Services for any purpose.



9.5 The Client shall indemnify Fuseable for all losses, damages, liabilities, claims, cost and expenses (including reasonable legal fees and disbursements and costs and expenses of investigation and litigation and cost of settlement, judgment, interest and penalties) arising out of or in connection with any third party claim or allegation made against Fuseable in respect of infringing Intellectual Property Rights resulting from:

9.5.1 use, transfer, storage or processing by, or on behalf of, Fuseable of the Client and Registered User Data, any Personal Data or Client Material; and

9.5.2 the use by the Client of the Fuseable Platform in combination with any other software, product, services or system where the combination has not been expressly authorised by Fuseable in writing.



9.6 At no time during or after the term of this Agreement will the Client challenge or assist others to challenge any Fuseable trademarks, service marks, trade names, logos or other words or symbols identifying the products and services of Fuseable’s business adopted by Fuseable from time to time (“Fuseable Trademarks”) or attempt to register any trademarks, service marks, trade names, copyright, company name or other proprietary or commercial right which is identical or confusingly similar to Fuseable Trademarks. Upon the termination of this Agreement, the Client shall cease use of all Fuseable Trademarks.

10. LIABILITY


10.1 Each party warrants and represents to the other that:

10.1.1 it has the right, power and authority and has taken all action necessary to execute, deliver and exercise its rights, and perform its obligations, under this Agreement; and

10.1.2 neither the execution or the performance of this Agreement by it is prohibited or restricted by any provision of law and will not put it in breach of any obligation owed to a third party.



10.2 Except as expressly set out in this Agreement, Fuseable cannot guarantee that any specific actions or results will be produced by the Fuseable Platform or the Services. Except as expressly set out in this Agreement, to the maximum extent permitted by law, Fuseable expressly excludes all representations, warranties, obligations, liabilities, terms and conditions in connection with the Fuseable Platform and the Services, including those of satisfactory quality, accuracy, completeness, fitness for a particular purpose, whether arising by statute, course of dealing or otherwise.



10.3 Subject to clauses 10.5 and clause 10.6 (which deals with External Platform Service Providers and Third Party Service Providers), Fuseable’s maximum aggregate liability in respect of each Year under, arising from or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the greater of: (a) 100% of the Fuseable Charges paid to Fuseable in respect of that Year; and (b) £2,000.



10.4 Subject to clause 10.5, in no event shall Fuseable be liable for:

10.4.1 any loss of profits, loss of business, business interruption, loss of management time, loss of contracts, loss of anticipated savings, loss of opportunity, loss of goodwill or loss of or damage to data; or

10.4.2 any special, indirect or incidental loss of any nature whatsoever,

in each case, whether or not caused by or resulting from its negligence or a breach of its statutory duties or a breach of its obligations hereunder, howsoever caused even if it is advised of the possibility of such loss.



10.5 Nothing in this Agreement shall exclude or limit liability of either party: (i) for death or personal injury resulting from negligence; or (ii) any liability for fraud or fraudulent misrepresentation.



10.6 The Client acknowledges and agrees that:

10.6.1 Fuseable’s maximum aggregate liability to the Client in respect of the acts or omissions of an External Platform Service Provider is strictly limited to a proportion of any and all sums that may be recovered by Fuseable from such External Platform Service Provider (with such proportion being determined by Fuseable in good faith taking into account all loss suffered by clients and other parties); and

10.6.2 Fuseable shall have no liability in respect of the acts and omissions of Third Party Service Providers.



10.7 Client indemnifies and shall keep indemnified on demand Fuseable, its officers, directors, employees and agents (the “Indemnified Parties”) from all loss, cost, damage, liability and expenses (including reasonable legal costs) incurred or suffered by the Indemnified Parties arising out of or in connection with any claim, action or proceedings brought by a third party arising out of:

10.7.1 incorrect and/or incomplete related information uploaded or downloaded from or via the Fuseable Platform, except to the extent caused by Fuseable’s breach of this Agreement;

10.7.2 claims made by Registered Users against Fuseable in connection with the Fuseable Platform;

10.7.3 Fuseable’s act or omission in reliance on instructions given (or which Fuseable reasonably believes to have been given) by or on behalf of the Client and/or any Registered User; and

10.7.4 the Client’s breach of clause 6.7.1 of this Agreement.

10. LIABILITY


10.1 Each party warrants and represents to the other that:

10.1.1 it has the right, power and authority and has taken all action necessary to execute, deliver and exercise its rights, and perform its obligations, under this Agreement; and

10.1.2 neither the execution or the performance of this Agreement by it is prohibited or restricted by any provision of law and will not put it in breach of any obligation owed to a third party.



10.2 Except as expressly set out in this Agreement, Fuseable cannot guarantee that any specific actions or results will be produced by the Fuseable Platform or the Services. Except as expressly set out in this Agreement, to the maximum extent permitted by law, Fuseable expressly excludes all representations, warranties, obligations, liabilities, terms and conditions in connection with the Fuseable Platform and the Services, including those of satisfactory quality, accuracy, completeness, fitness for a particular purpose, whether arising by statute, course of dealing or otherwise.



10.3 Subject to clauses 10.5 and clause 10.6 (which deals with External Platform Service Providers and Third Party Service Providers), Fuseable’s maximum aggregate liability in respect of each Year under, arising from or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the greater of: (a) 100% of the Fuseable Charges paid to Fuseable in respect of that Year; and (b) £2,000.



10.4 Subject to clause 10.5, in no event shall Fuseable be liable for:

10.4.1 any loss of profits, loss of business, business interruption, loss of management time, loss of contracts, loss of anticipated savings, loss of opportunity, loss of goodwill or loss of or damage to data; or

10.4.2 any special, indirect or incidental loss of any nature whatsoever,

in each case, whether or not caused by or resulting from its negligence or a breach of its statutory duties or a breach of its obligations hereunder, howsoever caused even if it is advised of the possibility of such loss.



10.5 Nothing in this Agreement shall exclude or limit liability of either party: (i) for death or personal injury resulting from negligence; or (ii) any liability for fraud or fraudulent misrepresentation.



10.6 The Client acknowledges and agrees that:

10.6.1 Fuseable’s maximum aggregate liability to the Client in respect of the acts or omissions of an External Platform Service Provider is strictly limited to a proportion of any and all sums that may be recovered by Fuseable from such External Platform Service Provider (with such proportion being determined by Fuseable in good faith taking into account all loss suffered by clients and other parties); and

10.6.2 Fuseable shall have no liability in respect of the acts and omissions of Third Party Service Providers.



10.7 Client indemnifies and shall keep indemnified on demand Fuseable, its officers, directors, employees and agents (the “Indemnified Parties”) from all loss, cost, damage, liability and expenses (including reasonable legal costs) incurred or suffered by the Indemnified Parties arising out of or in connection with any claim, action or proceedings brought by a third party arising out of:

10.7.1 incorrect and/or incomplete related information uploaded or downloaded from or via the Fuseable Platform, except to the extent caused by Fuseable’s breach of this Agreement;

10.7.2 claims made by Registered Users against Fuseable in connection with the Fuseable Platform;

10.7.3 Fuseable’s act or omission in reliance on instructions given (or which Fuseable reasonably believes to have been given) by or on behalf of the Client and/or any Registered User; and

10.7.4 the Client’s breach of clause 6.7.1 of this Agreement.

10. LIABILITY


10.1 Each party warrants and represents to the other that:

10.1.1 it has the right, power and authority and has taken all action necessary to execute, deliver and exercise its rights, and perform its obligations, under this Agreement; and

10.1.2 neither the execution or the performance of this Agreement by it is prohibited or restricted by any provision of law and will not put it in breach of any obligation owed to a third party.



10.2 Except as expressly set out in this Agreement, Fuseable cannot guarantee that any specific actions or results will be produced by the Fuseable Platform or the Services. Except as expressly set out in this Agreement, to the maximum extent permitted by law, Fuseable expressly excludes all representations, warranties, obligations, liabilities, terms and conditions in connection with the Fuseable Platform and the Services, including those of satisfactory quality, accuracy, completeness, fitness for a particular purpose, whether arising by statute, course of dealing or otherwise.



10.3 Subject to clauses 10.5 and clause 10.6 (which deals with External Platform Service Providers and Third Party Service Providers), Fuseable’s maximum aggregate liability in respect of each Year under, arising from or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the greater of: (a) 100% of the Fuseable Charges paid to Fuseable in respect of that Year; and (b) £2,000.



10.4 Subject to clause 10.5, in no event shall Fuseable be liable for:

10.4.1 any loss of profits, loss of business, business interruption, loss of management time, loss of contracts, loss of anticipated savings, loss of opportunity, loss of goodwill or loss of or damage to data; or

10.4.2 any special, indirect or incidental loss of any nature whatsoever,

in each case, whether or not caused by or resulting from its negligence or a breach of its statutory duties or a breach of its obligations hereunder, howsoever caused even if it is advised of the possibility of such loss.



10.5 Nothing in this Agreement shall exclude or limit liability of either party: (i) for death or personal injury resulting from negligence; or (ii) any liability for fraud or fraudulent misrepresentation.



10.6 The Client acknowledges and agrees that:

10.6.1 Fuseable’s maximum aggregate liability to the Client in respect of the acts or omissions of an External Platform Service Provider is strictly limited to a proportion of any and all sums that may be recovered by Fuseable from such External Platform Service Provider (with such proportion being determined by Fuseable in good faith taking into account all loss suffered by clients and other parties); and

10.6.2 Fuseable shall have no liability in respect of the acts and omissions of Third Party Service Providers.



10.7 Client indemnifies and shall keep indemnified on demand Fuseable, its officers, directors, employees and agents (the “Indemnified Parties”) from all loss, cost, damage, liability and expenses (including reasonable legal costs) incurred or suffered by the Indemnified Parties arising out of or in connection with any claim, action or proceedings brought by a third party arising out of:

10.7.1 incorrect and/or incomplete related information uploaded or downloaded from or via the Fuseable Platform, except to the extent caused by Fuseable’s breach of this Agreement;

10.7.2 claims made by Registered Users against Fuseable in connection with the Fuseable Platform;

10.7.3 Fuseable’s act or omission in reliance on instructions given (or which Fuseable reasonably believes to have been given) by or on behalf of the Client and/or any Registered User; and

10.7.4 the Client’s breach of clause 6.7.1 of this Agreement.

11. FORCE MAJEURE


11.1 To the extent that the performing party is prevented or delayed from or in performing any of its obligations under this Agreement by Force Majeure:

11.1.1 its obligations under this Agreement shall be suspended for so long as the Force Majeure event continues; and

11.1.2 both parties shall use all reasonable efforts to mitigate the effects of the Force Majeure.

11.2 If any Force Majeure prevails for a continuous period of more than 28 days, either party may terminate this Agreement by giving not less than 7 days’ notice in writing to the other party.

11. FORCE MAJEURE


11.1 To the extent that the performing party is prevented or delayed from or in performing any of its obligations under this Agreement by Force Majeure:

11.1.1 its obligations under this Agreement shall be suspended for so long as the Force Majeure event continues; and

11.1.2 both parties shall use all reasonable efforts to mitigate the effects of the Force Majeure.

11.2 If any Force Majeure prevails for a continuous period of more than 28 days, either party may terminate this Agreement by giving not less than 7 days’ notice in writing to the other party.

11. FORCE MAJEURE


11.1 To the extent that the performing party is prevented or delayed from or in performing any of its obligations under this Agreement by Force Majeure:

11.1.1 its obligations under this Agreement shall be suspended for so long as the Force Majeure event continues; and

11.1.2 both parties shall use all reasonable efforts to mitigate the effects of the Force Majeure.

11.2 If any Force Majeure prevails for a continuous period of more than 28 days, either party may terminate this Agreement by giving not less than 7 days’ notice in writing to the other party.

12. CONFIDENTIALITY


12.1 Each party (the "Receiving Party") shall use its reasonable endeavours to keep confidential the provisions of this Agreement and all information and documentation disclosed by the other party (the "Disclosing Party"), before or after the date of this Agreement, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the "Confidential Information") and will not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.



12.2 During the Term, the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to in this clause as the "Recipient") to the extent that it is reasonably necessary for the purposes of this Agreement. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.

12.3 The obligations contained in clauses 12.1 and 12.2 shall not apply to any Confidential Information which is:

12.3.1 at the date of this Agreement already in, or at any time after the date of this Agreement comes into, the public domain other than through breach of this Agreement by the Receiving Party or any Recipient;



12.3.2 furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or



12.3.3 required to be disclosed by the Receiving Party by law or regulatory requirements of any stock exchange, provided that (to the extent permitted by Applicable Law) the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.



12.4 All tangible forms of Confidential Information, including all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately returned by the Receiving Party to the Disclosing Party or destroyed upon the Disclosing Party's request or the termination of this Agreement (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.

12. CONFIDENTIALITY


12.1 Each party (the "Receiving Party") shall use its reasonable endeavours to keep confidential the provisions of this Agreement and all information and documentation disclosed by the other party (the "Disclosing Party"), before or after the date of this Agreement, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the "Confidential Information") and will not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.



12.2 During the Term, the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to in this clause as the "Recipient") to the extent that it is reasonably necessary for the purposes of this Agreement. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.

12.3 The obligations contained in clauses 12.1 and 12.2 shall not apply to any Confidential Information which is:

12.3.1 at the date of this Agreement already in, or at any time after the date of this Agreement comes into, the public domain other than through breach of this Agreement by the Receiving Party or any Recipient;



12.3.2 furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or



12.3.3 required to be disclosed by the Receiving Party by law or regulatory requirements of any stock exchange, provided that (to the extent permitted by Applicable Law) the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.



12.4 All tangible forms of Confidential Information, including all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately returned by the Receiving Party to the Disclosing Party or destroyed upon the Disclosing Party's request or the termination of this Agreement (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.

12. CONFIDENTIALITY


12.1 Each party (the "Receiving Party") shall use its reasonable endeavours to keep confidential the provisions of this Agreement and all information and documentation disclosed by the other party (the "Disclosing Party"), before or after the date of this Agreement, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the "Confidential Information") and will not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.



12.2 During the Term, the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to in this clause as the "Recipient") to the extent that it is reasonably necessary for the purposes of this Agreement. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.

12.3 The obligations contained in clauses 12.1 and 12.2 shall not apply to any Confidential Information which is:

12.3.1 at the date of this Agreement already in, or at any time after the date of this Agreement comes into, the public domain other than through breach of this Agreement by the Receiving Party or any Recipient;



12.3.2 furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or



12.3.3 required to be disclosed by the Receiving Party by law or regulatory requirements of any stock exchange, provided that (to the extent permitted by Applicable Law) the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.



12.4 All tangible forms of Confidential Information, including all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately returned by the Receiving Party to the Disclosing Party or destroyed upon the Disclosing Party's request or the termination of this Agreement (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.

13. PUBLICITY AND MARKETING


13.1 Client agrees that Fuseable may, in any of its marketing material or references on its website, refer to the Client as a customer of Fuseable and refer to the type of services that Fuseable has provided to the Client.



13.2 Client agrees that Fuseable may publish and circulate a case study describing the Services supplied by Fuseable to the Client (for use by Fuseable as a marketing tool), the exact wording of which must be agreed by the Client in advance.

13. PUBLICITY AND MARKETING


13.1 Client agrees that Fuseable may, in any of its marketing material or references on its website, refer to the Client as a customer of Fuseable and refer to the type of services that Fuseable has provided to the Client.



13.2 Client agrees that Fuseable may publish and circulate a case study describing the Services supplied by Fuseable to the Client (for use by Fuseable as a marketing tool), the exact wording of which must be agreed by the Client in advance.

13. PUBLICITY AND MARKETING


13.1 Client agrees that Fuseable may, in any of its marketing material or references on its website, refer to the Client as a customer of Fuseable and refer to the type of services that Fuseable has provided to the Client.



13.2 Client agrees that Fuseable may publish and circulate a case study describing the Services supplied by Fuseable to the Client (for use by Fuseable as a marketing tool), the exact wording of which must be agreed by the Client in advance.

14. DATA PROTECTION


14.1 The parties agree to comply with the data processing provisions set out here: fuseable.com/dpa



14.2 Client agrees to notify Fuseable in writing (with full details) promptly after:

14.2.1 first becoming aware (and in any event within 36 hours) of any data breach and/or security incident that relates to the Services or Fuseable Platform (“Incident”), including any Personal Data Breach; and

14.2.2 any notification of an Incident (or other notification) is made by (or on behalf of) Client to a regulator (including the ICO) (“Notification”), and Client shall promptly provide a copy of such Notification to Fuseable (and in any event within 24 hours of such Notification being made to the regulator).



14.3 Notwithstanding anything else (including clause 12), Fuseable shall be entitled to notify regulatory bodies (and any other relevant third parties) of any Incident or Notification (including associated details as it considers necessary) of which it becomes aware (whether or not reported by Client to Fuseable) to the extent that Fuseable considers that the Incident or Notification has given rise (or is likely to give rise) to an adverse reputational and/or other adverse business impact for Fuseable and/or third parties involved or interested in the provision, marketing and/or use of the Fuseable Platform or Services, solely for the purposes of reporting, understanding, mitigating against, and/or preventing the recurrence of, any such Incident or Notification.



14.4 Client agrees to cooperate with and assist Fuseable, in good faith, in connection with each Incident and promptly to provide to Fuseable such information and assistance as Fuseable may reasonably request in order for Fuseable to understand, mitigate the impacts of, and/or prevent any recurrence of, the Incident.

14. DATA PROTECTION


14.1 The parties agree to comply with the data processing provisions set out here: fuseable.com/dpa



14.2 Client agrees to notify Fuseable in writing (with full details) promptly after:

14.2.1 first becoming aware (and in any event within 36 hours) of any data breach and/or security incident that relates to the Services or Fuseable Platform (“Incident”), including any Personal Data Breach; and

14.2.2 any notification of an Incident (or other notification) is made by (or on behalf of) Client to a regulator (including the ICO) (“Notification”), and Client shall promptly provide a copy of such Notification to Fuseable (and in any event within 24 hours of such Notification being made to the regulator).



14.3 Notwithstanding anything else (including clause 12), Fuseable shall be entitled to notify regulatory bodies (and any other relevant third parties) of any Incident or Notification (including associated details as it considers necessary) of which it becomes aware (whether or not reported by Client to Fuseable) to the extent that Fuseable considers that the Incident or Notification has given rise (or is likely to give rise) to an adverse reputational and/or other adverse business impact for Fuseable and/or third parties involved or interested in the provision, marketing and/or use of the Fuseable Platform or Services, solely for the purposes of reporting, understanding, mitigating against, and/or preventing the recurrence of, any such Incident or Notification.



14.4 Client agrees to cooperate with and assist Fuseable, in good faith, in connection with each Incident and promptly to provide to Fuseable such information and assistance as Fuseable may reasonably request in order for Fuseable to understand, mitigate the impacts of, and/or prevent any recurrence of, the Incident.

14. DATA PROTECTION


14.1 The parties agree to comply with the data processing provisions set out here: fuseable.com/dpa



14.2 Client agrees to notify Fuseable in writing (with full details) promptly after:

14.2.1 first becoming aware (and in any event within 36 hours) of any data breach and/or security incident that relates to the Services or Fuseable Platform (“Incident”), including any Personal Data Breach; and

14.2.2 any notification of an Incident (or other notification) is made by (or on behalf of) Client to a regulator (including the ICO) (“Notification”), and Client shall promptly provide a copy of such Notification to Fuseable (and in any event within 24 hours of such Notification being made to the regulator).



14.3 Notwithstanding anything else (including clause 12), Fuseable shall be entitled to notify regulatory bodies (and any other relevant third parties) of any Incident or Notification (including associated details as it considers necessary) of which it becomes aware (whether or not reported by Client to Fuseable) to the extent that Fuseable considers that the Incident or Notification has given rise (or is likely to give rise) to an adverse reputational and/or other adverse business impact for Fuseable and/or third parties involved or interested in the provision, marketing and/or use of the Fuseable Platform or Services, solely for the purposes of reporting, understanding, mitigating against, and/or preventing the recurrence of, any such Incident or Notification.



14.4 Client agrees to cooperate with and assist Fuseable, in good faith, in connection with each Incident and promptly to provide to Fuseable such information and assistance as Fuseable may reasonably request in order for Fuseable to understand, mitigate the impacts of, and/or prevent any recurrence of, the Incident.

15. NON-SOLICITATION OF EMPLOYEES


15.1 During the period this Agreement is in effect and for a period of 6 months thereafter, neither party shall solicit or offer employment to any employees of the other or any sub-contractors used by the other hereunder without the prior written consent of the other.



15.2 In the event that either party breaches clause 15.1, it shall be liable to pay, immediately on demand, and without prejudice to any other remedy that the other party may have, the equivalent of 12 months’ gross salary of the employee so solicited and/or employed.

15. NON-SOLICITATION OF EMPLOYEES


15.1 During the period this Agreement is in effect and for a period of 6 months thereafter, neither party shall solicit or offer employment to any employees of the other or any sub-contractors used by the other hereunder without the prior written consent of the other.



15.2 In the event that either party breaches clause 15.1, it shall be liable to pay, immediately on demand, and without prejudice to any other remedy that the other party may have, the equivalent of 12 months’ gross salary of the employee so solicited and/or employed.

15. NON-SOLICITATION OF EMPLOYEES


15.1 During the period this Agreement is in effect and for a period of 6 months thereafter, neither party shall solicit or offer employment to any employees of the other or any sub-contractors used by the other hereunder without the prior written consent of the other.



15.2 In the event that either party breaches clause 15.1, it shall be liable to pay, immediately on demand, and without prejudice to any other remedy that the other party may have, the equivalent of 12 months’ gross salary of the employee so solicited and/or employed.

16. GENERAL


16.1 Notwithstanding anything else in this Agreement, Client consents to Fuseable using, during and after the term of this Agreement, on an aggregated and anonymised basis any information and data (including Client and Registered User Data) supplied by or on behalf of the Client under this Agreement for the purpose of conducting market research, preparing strategic and/or other marketing plans, gauging product sales or product performance, and improving or launching products and services.



16.2 Nothing in this Agreement shall render the Client or any Registered User an employee, worker, agent or partner of Fuseable and the Client shall not hold itself out as such and shall procure that its Registered Users, employees, consultants or agents do not hold themselves out as such.



16.3 The Client shall, and shall use all reasonable endeavours to procure that any necessary third party shall (including any Registered Users), promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement, including to ensure compliance with all Applicable Laws.



16.4 This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.



16.5 Each of the parties acknowledges that in entering into this Agreement on the terms set out herein it has not relied on or been induced to enter into this Agreement by any representation, warranty, undertaking, promise or assurance made or given by any other party or any other person, whether or not in writing, at any time prior to the execution of this Agreement other than those expressly set out in this Agreement.



16.6 If any part of any provision of this Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable.



16.7 No amendment or variation of the terms of this Agreement shall be effective unless it is made or confirmed in a written document signed by both parties.



16.8 No delay in exercising or non-exercise by either party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.



16.9 Nothing in this Agreement or any document referred to in it or any arrangement contemplated by it shall be construed as creating a partnership between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party or impose any obligations on it to the benefit of any third party.



16.10 The parties do not intend any term of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.



16.11 The Client may not assign, transfer or sub-contract any part or all of this Agreement without the prior written consent of Fuseable.



16.12 This Agreement shall be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes, which may arise in connection with this Agreement.



16.13 All notices, documents and other communications relating to this Agreement must be in writing and delivered, or posted by first class pre-paid post or sent by e-mail transmission to those contact details in the Commercial Terms or such other address as either party may give notice to the other from time to time, as appropriate and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, on the expiry of 48 hours after posting or at the time of transmission in the case of e-mail transmission.

16. GENERAL


16.1 Notwithstanding anything else in this Agreement, Client consents to Fuseable using, during and after the term of this Agreement, on an aggregated and anonymised basis any information and data (including Client and Registered User Data) supplied by or on behalf of the Client under this Agreement for the purpose of conducting market research, preparing strategic and/or other marketing plans, gauging product sales or product performance, and improving or launching products and services.



16.2 Nothing in this Agreement shall render the Client or any Registered User an employee, worker, agent or partner of Fuseable and the Client shall not hold itself out as such and shall procure that its Registered Users, employees, consultants or agents do not hold themselves out as such.



16.3 The Client shall, and shall use all reasonable endeavours to procure that any necessary third party shall (including any Registered Users), promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement, including to ensure compliance with all Applicable Laws.



16.4 This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.



16.5 Each of the parties acknowledges that in entering into this Agreement on the terms set out herein it has not relied on or been induced to enter into this Agreement by any representation, warranty, undertaking, promise or assurance made or given by any other party or any other person, whether or not in writing, at any time prior to the execution of this Agreement other than those expressly set out in this Agreement.



16.6 If any part of any provision of this Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable.



16.7 No amendment or variation of the terms of this Agreement shall be effective unless it is made or confirmed in a written document signed by both parties.



16.8 No delay in exercising or non-exercise by either party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.



16.9 Nothing in this Agreement or any document referred to in it or any arrangement contemplated by it shall be construed as creating a partnership between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party or impose any obligations on it to the benefit of any third party.



16.10 The parties do not intend any term of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.



16.11 The Client may not assign, transfer or sub-contract any part or all of this Agreement without the prior written consent of Fuseable.



16.12 This Agreement shall be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes, which may arise in connection with this Agreement.



16.13 All notices, documents and other communications relating to this Agreement must be in writing and delivered, or posted by first class pre-paid post or sent by e-mail transmission to those contact details in the Commercial Terms or such other address as either party may give notice to the other from time to time, as appropriate and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, on the expiry of 48 hours after posting or at the time of transmission in the case of e-mail transmission.

16. GENERAL


16.1 Notwithstanding anything else in this Agreement, Client consents to Fuseable using, during and after the term of this Agreement, on an aggregated and anonymised basis any information and data (including Client and Registered User Data) supplied by or on behalf of the Client under this Agreement for the purpose of conducting market research, preparing strategic and/or other marketing plans, gauging product sales or product performance, and improving or launching products and services.



16.2 Nothing in this Agreement shall render the Client or any Registered User an employee, worker, agent or partner of Fuseable and the Client shall not hold itself out as such and shall procure that its Registered Users, employees, consultants or agents do not hold themselves out as such.



16.3 The Client shall, and shall use all reasonable endeavours to procure that any necessary third party shall (including any Registered Users), promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement, including to ensure compliance with all Applicable Laws.



16.4 This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.



16.5 Each of the parties acknowledges that in entering into this Agreement on the terms set out herein it has not relied on or been induced to enter into this Agreement by any representation, warranty, undertaking, promise or assurance made or given by any other party or any other person, whether or not in writing, at any time prior to the execution of this Agreement other than those expressly set out in this Agreement.



16.6 If any part of any provision of this Agreement shall be invalid or unenforceable, then the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable.



16.7 No amendment or variation of the terms of this Agreement shall be effective unless it is made or confirmed in a written document signed by both parties.



16.8 No delay in exercising or non-exercise by either party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.



16.9 Nothing in this Agreement or any document referred to in it or any arrangement contemplated by it shall be construed as creating a partnership between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party or impose any obligations on it to the benefit of any third party.



16.10 The parties do not intend any term of this Agreement to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.



16.11 The Client may not assign, transfer or sub-contract any part or all of this Agreement without the prior written consent of Fuseable.



16.12 This Agreement shall be construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes, which may arise in connection with this Agreement.



16.13 All notices, documents and other communications relating to this Agreement must be in writing and delivered, or posted by first class pre-paid post or sent by e-mail transmission to those contact details in the Commercial Terms or such other address as either party may give notice to the other from time to time, as appropriate and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, on the expiry of 48 hours after posting or at the time of transmission in the case of e-mail transmission.