AXONOPS SUBSCRIPTION TERMS

WELCOME TO AXONOPS

Unless expressly incorporated into an Order Schedule, these AxonOps Subscription Terms (Subscription Terms) govern the access to and use of the Solution by the Customer and Authorised Users.

  1. What these Subscription Terms do
    1. By completing the Registration Process to register for an Account and clicking to confirm acceptance of these Subscription Terms, the Customer warrants and represents to AxonOps that it or anyone acting on its behalf has the legal authority to bind or be bound by, and is lawfully able to enter into a contract with AxonOps.
    2. If you do not have authority to act on behalf of the Customer, or the Customer does not agree to be bound by and comply with these Subscription Terms, do not complete the on-line registration process, register for an Account or allow Authorised Users to use the Solution, and, where an Account has been activated, please take steps to close or deactivate the Account.
    3. These Subscription Terms set out:
      1. who we are;
      2. the terms on which AxonOps provides access to the Solution to the Customer;
      3. how to close or deactivate an Account or terminate a Subscription;
      4. how changes can be made to Subscriptions, Accounts, the Solution and these Subscription Terms; and
      5. other important information, in particular our limitation of liability, set out in Condition 14.
  2. Who we are
    1. We are AxonOps Limited, a company registered in England and Wales under company number 14105598 and whose registered office is located at 124 City Road, London, EC1V 2NX (AxonOps, We, Us, Our).
    2. To contact us, please do so in writing:
      1. by e-mail to: [email protected]; or
      2. by post at: AxonOps Limited, 124 City Road, London, EC1V 2NX, United Kingdom.
  3. THERE ARE OTHER TERMS THAT MAY APPLY TO YOU
    1. These Subscription Terms refer to the following additional terms, which will also apply to the Customer’s and Authorised User’s use of the Solution:
      1. our Privacy Notice https://axonops.com/privacy/ which sets out details of how we collect, use and look after personal data provided or collected as part of a User’s access to and use of the Solution, to subscribe to the Solution, to sign up for and create an Account; and
      2. our Cookies Policy, https://axonops.com/cookie/ which sets out information about the cookies used within our Solution.
  4. Definitions and Interpretation
    1. Unless the context otherwise requires, the following words and expressions shall have the following meanings:
      the electronic operating and user instructions relating to the Software and the Functionality, accessible at https://docs.axonops.com;
      Account the account created in respect of the Customer as part of the Registration Process, which Authorised Users can log into in order to access and use the Solution;
      Account Dashboard the area within the Account where the Authorised Users and/or the Customer can view and manage the Subscription, manage the Interfacing Data Feeds including configuring the required functionality of the Solution in respect of such Interfacing Data Feeds, interfacing and configuring the Interfacing Data Feeds, generate Output Data and generally operate and interact with Functionality;
      Additional Charges the Charges payable from time to time for the integration of additional Nodes to the Solution from time to time above the number of Nodes interfaced with the Solution when the Subscription Fees are calculated for the Initial Term or a given Renewal Period (as applicable);
      Anti-Corruption and Bribery Policy AxonOps’ standard anti-corruption and bribery policy, available at https://axonops.com/anti-corruption-and-bribery-policy;
      Applicable Data Protection Laws means:
      (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
      (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which AxonOps is subject, which relates to the protection of personal data;
      Applicable Law in respect of the exercise of any right or the performance of any obligation, all statutory and other laws, rules, regulations, instruments, orders and/or provisions in force from time to time that are applicable to such right or obligation;
      Authorised Users those employees of the Customer to whom the Customer allows access to the Solution;
      Change Control Process the process for change control as set out in Condition 9;
      Change Request has the meaning set out in Condition 9.1;
      Charges all and any fees and charges payable by the Customer to AxonOps under or in connection with these Subscription Terms, including the Subscription Fees and Professional Service Fees;
         
      Condition a condition of these Subscription Terms;
      Confidential Information any and all information of whatever nature disclosed directly or indirectly (whether before or after the Registration Date and whether given in writing, verbally or by any other means) by a Party to the other Party, including any information relating to its business affairs, customers, clients, suppliers, operations, plans or intentions, products and services including databases, software, internet and website products and services, technical information and data, financial information, business strategies, marketing and promotional information, analyses, documents, data, formulae, processes, designs, know-how, trade secrets and Intellectual Property Rights, which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary;
      Contract Year (a) in respect of the first Contract Year the period commencing on the Registration Date and ending on the expiry of 12 months from the Subscription Start Date; and
      (b) in respect of any subsequent Contract Year, a consecutive period of 12 months commencing on an anniversary of the Subscription Start Date;
      Control shall be as defined in section 1124 of the Corporation Tax Act 2010, and the term Change of Control shall be construed accordingly;
      Customer Data any data entered into the Solution by an Authorised User, and any Output Data generated or obtained through the Solution;
      Customer Dependencies performance of the obligations of the Customer under these Subscription Terms, including all responsibilities allocated to the Customer under any relevant Statement of Work;
      Customer Environment the environment which the Customer or Authorised Users use with or to access and use the Solution, including any and all information technology communication links required by the Customer to facilitate the Customer’s and Authorised Users’ access to the Solution;
      Customer Personal Data any Customer Data which constitutes personal data, and which AxonOps processes in connection with these Subscription Terms, in the capacity of a processor on behalf of the Customer;
      Documentation the electronic operating and user instructions relating to the Software and the Functionality, accessible at https://docs.axonops.com;
      EU GDPR the General Data Protection Regulation ((EU) 2016/679);
      Event of Force Majeure any cause preventing AxonOps from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of AxonOps including, strikes, lockouts or other industrial disputes (whether involving the workforce of or otherwise) act of God, epidemic or pandemic, war, riot, civil commotion, civil emergency, radioactive, nuclear or chemical acts, malicious damage, cyber-attacks, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors;
      Expert subject to any relevant provisions of these Subscription Terms, such independent expert as is:
      (a) agreed between the Parties; or
      (b) in the absence of such agreement within 10 Working Days, appointed by the National Computing Centre (or some other British nationally recognised independent centre for expertise in the application of computer technology and/or in the field of finance agreed by the Parties or in default of agreement appointed by the President for the time being of the City of London Law Society);
      Expert Determination Procedure the procedure for the determination of a dispute set out in Condition 18;
      Free Subscription a Subscription provided by AxonOps on a without charge basis which provides access to restricted and limited Functionality and permits a limited number of Nodes to be connected to the Solution;
      Functionality the functions accessible to Authorised Users through the Software according to the Subscription the Customer has in place from time to time;
      Good Industry Practice the normal appropriate standards and practices that would be expected of a company within the relevant industry or business sector;
      Hosting Environment the third party hosting environment from time to time that is procured by AxonOps to host the Solution;
      Incident a failure of Solution to operate substantially in accordance with the Documentation;
      Initial Subscription Period means the period commencing on the Registration Date and ending;
      (a) on the month following the Subscription Start Date, where the Customer pays the Subscription Fees monthly; or
      (b) on the anniversary of the Subscription Start date where the Customer pays the Subscription Fees on an annual basis;
      Intellectual Property Infringement has the meaning set out in Condition 12.2;
      Intellectual Property Rights any and all copyrights, moral rights, related rights, patents, supplementary protection certificates, petty patents, utility models, trade marks, trade names, service marks, design rights, database rights, website rights, rights in software, semi-conductor topography rights, domain name rights, rights in undisclosed information or Confidential Information, rights in get up, goodwill or to sue for passing off, unfair competition rights, and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
      Interfacing Data Feed any database, data feed, data platform or other data streaming service or data storage area with which the Customer is able to interact with in any way through the Solution, including any data source which the Customer is able to interrogate through the Solution;
      Interfacing Data Feed Provider a provider and/or owner of an Interfacing Data Feed, where this is not the Customer;
      Liability Event has the meaning set out in Condition 14.1;
      Month the period from any day of the month in one calendar month to the end of the day preceding the same day of the month in the next calendar month;
      Node an interface connection point between the Solution and an Interfacing Data Feed;
      Open-Source Software open source or free software as defined by the Open-Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org);
      Output Data any data generated through the use of the Solution by an Authorised User, or obtained by an Authorised User from an Interfacing Data Feed through the Solution;
      Parties the Customer and AxonOps and the term Party shall be construed accordingly;
      Payment Details has the meaning set out in Condition 5.3;
      Payment Provider AxonOps’ chosen payment provider from time to time, that collects payments from the Customer using the Payment Details;
      Professional Services any services that AxonOps agrees in writing to provide from time to time, the particular details of which shall be set out in a Statement of Work;
      Professional Services Fees the Charges payable by the Customer from time to time for the Professional Services, as specified in the applicable Statement of Work;
      Rates AxonOps’ standard rates for the provision of Professional Services in force from time to time;
      Records such reasonable records as AxonOps creates in the course of providing Support and/or Professional Services that solely and specifically relate to the Customer and which the Customer does not otherwise have in its possession or control but excluding any records which AxonOps deems are commercially sensitive, or any confidential information of a third party;
      Registration Date the date the Registration Process is completed, and these Subscription Terms are accepted by or on behalf of the Customer;
      Registration Process AxonOps on-line registration process that must be completed to register the Company as a customer of AxonOps and to subscribe to and access the Solution;
      Regulator any regulator or regulatory body to which the Customer is subject from time to time whose consent, approval or authority is required so that the Customer can lawfully carry on its business and which has authority to fine or impose a legally binding undertakings on the Customer;
      Renewal Period has the meaning set out at Condition 5.1;
      Services the supply of the Solution, Support, and the provision of the Professional Services specified in any Statement of Work;
      Software the online software application AxonOps available via https://axonops.com;
      Solution the right to access the Software and the Documentation in order to use the Functionality as dictated by the Subscription the Customer has in place from time to time, each in accordance with these Subscription Terms;
      Standard Subscription a paid for Subscription that provides access to all standard Functionality made generally available by AxonOps from time to time and a higher number of Nodes to be connected to the Solution than the Free Subscription;
      Statement of Work a document agreed between the Parties in writing, which sets out the scope of Professional Services to be provided by AxonOps;
      Subscription the Customer’s subscription to the Solution [and Support] from time to time, being either a Free Subscription or Standard Subscription, being as at the Subscription Start Date, the Subscription chosen as part of the Registration Process, the details of which can be accessed at any time within the Account Dashboard;
      Subscription Fees the Charges payable by the Customer, in respect of its Subscription to the Solution and Support, the details of which as at the Registration Date are set out as part of the Registration Process;
      Subscription Start Date the date the Customer’s Subscription commences being either:
      (a) the date the Customer or an Authorised User activates the Free Trial within the Account Dashboard where a Free Subscription is selected as part of the Registration Process; or
      (b) the date the Customer or Authorised User provides the Payment Details, where a Standard Subscription is selected as part of the Registration Process;
      Support the support services identified in Support SLA;
      Support SLA AxonOps Support SLA from time to time, the current version of which is accessible via https://axonops.com/sla
      Tax any present or future taxes, levies, imposts, duties, charges, fees or other deductions or withholding of any nature, or any amount payable on account of or as security for any of the foregoing, payable at the instance of or imposed by any statutory, governmental, international, state, federal, provincial, local or municipal authority, agency, body or department whatsoever or any central bank or monetary agency or European Community institution, in each case whether in the United Kingdom or elsewhere, together with any penalties, fines, surcharges or interest relating thereto, and Taxes and Taxation shall be construed accordingly;
      Term the period from the Registration Date up to the date the Subscription is terminated in accordance with these Subscription Terms;
      Third Party Software any software owned by a third party and made available by AxonOps to the Customer for use in connection with the Solution;
      UK GDPR has the meaning given to it in the Data Protection Act 2018;
      VAT value added tax chargeable under the Value Added Tax Act 1994;
      Virus any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
      Working Day any day other than a Saturday, Sunday or public holiday in England when the clearing banks in the City of London are open for business;
      Working Hours the period from 09:00 to 17:00 GMT on any Working Day.
    2. In these Subscription Terms, a reference to:
      1. a person includes a natural person, company, LLP, corporate, partnership, trusts, unincorporated bodies and that persons personal representatives, successors and permitted assigns;
      2. the singular includes the plural and vice versa, and to the masculine shall include the feminine and neuter and vice versa;
      3. a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include all subordinate legislation made from time to time under that statue or statutory provision;
      4. writing or written excludes fax but includes email;
      5. an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction; and
      6. any times of day shall refer to the relevant time in the UK .
    3. The headings in these Subscription Terms are included for convenience only and shall not affect their interpretation or construction.
    4. Any words following the terms include, including, in particular, for example or anything similar are illustrative only and none of them shall limit the sense of the words, description, definition, phrase or term preceding those terms and each of them shall be deemed to incorporate the expression without limitation.
    5. For the purpose of these Subscription Terms the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
    6. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
    7. If there is any conflict or ambiguity between the terms of the documents listed below, a term contained in a document higher in the list shall have priority over a term contained in a document lower in the list:
      1. these Subscription Terms; and
      2. any document incorporated into these Subscription Terms by reference.
  5. Subscriptions, Term and Account Activation
    1. The Subscription shall commence on the Subscription Start Date and shall continue in effect for the Initial Term and shall, subject to Conditions 5.1.1 and 5.1.2 continue thereafter for either (i) successive periods of twelve months each commencing on an anniversary of the Subscription Start Date (where the Customer pays the Subscription Fees annually); or, (ii) rolling monthly periods (where the Customer pays the Subscription Fees on a monthly basis) (as applicable), (each, a Renewal Period), unless:
      1. the Customer terminates its Subscription by setting the number of Nodes within the Account Dashboard to zero at any time prior to the expiry of the Initial Term or the then current Renewal, whereupon the Subscription shall terminate upon the expiry of the Initial Term or the current Renewal Period (as applicable) and not automatically renew for a further Renewal Period. The termination date for the Subscription shall be displayed in the Account Dashboard; or
      2. a Party exercises any other right it has to terminate the Subscription in accordance with these Subscription Terms.
    2. These Subscription Terms apply to the arrangements which are the subject matter of these Subscription Terms to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    3. The Account is created by following the Registration Process. Where the Customer is purchasing a paid for Subscription, the Customer will need to provide valid payment details (Payment Details) to the Payment Provider. The Payment Details will be used by the Payment Provider to take payment of any Charges due from time to time. Once the Registration Process has been completed, an email will be sent to the Customer to confirm activation of the Account. The Account must be activated before Authorised Users can be given access to the Solution. The Customer must contact AxonOps by email or via AxonOps’ “Contact Us” form on our website if it wishes to pay Subscriptions Fee or other Charges manually, which AxonOps may in its absolute discretion permit or decline.
    4. By completing the Registration Process the Customer or person acting on behalf of the Customer warrants that the Customer is legally capable of entering into a contract with us and the person completing the Registration Process has the authority to bind the Customer to these Subscription Terms.
    5. The Customer may:
      1. change its Subscription by accessing the Account Dashboard and altering its Subscription to its preferred Subscription, however any change to the Customer’s Subscription shall only take effect from the start of the next Renewal Period and the Subscription Fees shall be amended to those applicable to the Customer’s chosen Subscription;
      2. change the Payment Details at any via the Account Dashboard.
    6. The Subscription the Customer is subscribed to from time to time will determine the Functionality made available to Authorised Users and number of Nodes and Interfacing Data Feeds it can operate with the Solution.
    7. AxonOps reserves the right in its absolute discretion to cease offering Free Subscriptions at any time, whilst AxonOps will endeavour to provide notice to the Customer of such change, any such change shall take effect as determined by AxonOps, which the Customer acknowledges could be immediately.
  6. Supply of the Services
    1. Subject to: Condition 5.7, the Customer paying the Charges due from time to time, the Customer fulfilling the Customer Dependencies, and the other terms and conditions of these Subscription Terms, AxonOps shall:
      1. grant to the Customer a non-exclusive, non-transferable licence, without the right to grant sub-licences, to:
          (a) access to and use of such elements of the Solution from the Registration Date, to the extent strictly necessary for the purpose of subscribing to the Solution and providing Payment Details;
          (b) to permit Authorised Users access to and use of the Solution and to the extent necessary for, the fulfilment of the Customer Dependencies only; and
          (c) to permit the Authorised Users to access and use the Solution from the Subscription Start Date, solely for the Customer’s internal business operations;
      2. use reasonable endeavours, with effect from the Subscription Start Date and thereafter during the Term, to make the Solution available 24 hours a day, seven days a week, except for:
          (a) planned maintenance as notified by AxonOp’s to the Customer from time to time; and
          (b) unscheduled maintenance, AxonOps will endeavour to provide the Customer with notice of any unscheduled maintenance but the Customer acknowledges that this may not be possible;
      3. provide the Support with effect from the Subscription Start Date; and
      4. provide any Professional Services as from the date specified in the relevant Statement of Work for the supply of those Professional Services.
    2. AxonOps shall:
      1. provide the Services:
          (a) in accordance with these Subscription Terms in all material respects; and
          (b) in accordance with the requirements of any Applicable Law; and
      2. comply with its other responsibilities and obligations set out in these Subscription Terms.
    3. AxonOps may:
      1. make changes to the Solution, the Hosting Environment, the Documentation and the Services:
          (a) where AxonOps deems such changes necessary to comply with any Applicable Law; and
          (b) where such changes will not materially affect the nature or quality of the Solution or the Services;
      2. make changes to these Subscription Terms where AxonOps deems such changes necessary to comply with any Applicable Law and the Customer agrees and acknowledges that by allowing any Authorised Users to access or use the Solution following AxonOps’ notification of such changes, the Customer is agreeing to comply with them.
    4. The Customer acknowledges that:
      1. the Customer is solely responsible for its relationship (contractual or otherwise) with the Interfacing Data Feed Providers, and for fulfilling its duties and obligations in respect of Interfacing Data Feeds; and
      2. AxonOps makes no representation, warranty or commitment, and shall have no liability whatsoever:
          (a) in relation to the Customer’s correspondence, transactions or other dealings with Interfacing Data Feed Providers; or
          (b) in respect of the accuracy or completeness of any Customer Data obtained from Interfacing Data Feeds, or
          (c) in respect of the legal grounds for any processing activities undertaken by the Customer through the Solution in respect of personal data comprised within such Customer Data;and recommends that the Customer, where applicable, refers to the website terms and conditions, privacy policy and other relevant documentation of the Interfacing Data Feed Providers prior to entering into any dealings with such Interfacing Data Feed Providers or interfacing such data feeds with the Solution.
    5. The Customer acknowledges that the Software incorporates Open Source Software and Third Party Software and that the use of the Software, may be subject to additional terms associated with the use of such Open Source Software and Third Party Software, which the Customer agrees to comply with, and therefore any breach by the Customer of such terms shall be a breach of these Subscription Terms.
    6. The Customer shall indemnify and hold AxonOps harmless against any loss or damage which AxonOps may suffer or incur as a result of:
      1. any claim brought against AxonOps by an Interfacing Third Party arising out of or in connection with any act or omission of the Customer; or
      2. the Customer’s breach of any additional terms relating to Open Source Software and Third Party Software of the type referred to in Condition 6.5.
    7. AxonOps shall be entitled to monitor and audit the use of the Solution by the Customer and each Authorised User in order to monitor compliance with the terms of these Subscription Terms and to calculate the Charges that the Customer has incurred.
    8. The Customer acknowledges that AxonOps hosts the Solution, and any Customer Data stored using the Solution from time to time, in the Hosting Environment, and that nothing in these Subscription Terms shall oblige AxonOps to install the Software on any server outside the Hosting Environment.
  7. Customer Obligations
    1. The Customer:
      1. is responsible for implementing and configuring the Solution to meet the Customer’s requirements including the Customer’s back-up frequency requirements and in particular integrating Nodes and Interfacing Data Feeds with the Solution in accordance the Documentation;
      2. shall ensure that its network, systems and Interfacing Data Feeds comply with the relevant specifications provided by AxonOps from time to time, and, to the extent permitted by Applicable Law and except as otherwise expressly provided in these Subscription Terms;
      3. shall implement and operate appropriate up-to date IT security, including anti-virus / anti-malware software and vulnerability management, within its network and systems;
      4. shall be solely responsible for procuring, maintaining and securing the network connections and telecommunications links from its systems and in particular Interfacing Data Feeds to the Hosting Environment; and
      5. acknowledges that AxonOps has no liability for any problems, conditions, delays, delivery failures or other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet, the Interfacing Data Feeds, Nodes or, any integration of Nodes and Interfacing Data Feeds with the Solution, save where AxonOps has agreed to provide the same as Professional Services, in such circumstances, AxonOps liability in respect of such Professional Services shall be limited in accordance with Condition14.4.2.
    2. The Customer shall:
      1. procure that its employees, agents and representatives, including in particular the Authorised Users, co-operate with AxonOps on all matters relating to these Subscription Terms and the supply of the Services;
      2. provide to AxonOps and such of its employees, agents, contractors and subcontractors as AxonOps deems necessary, in a timely manner and at no charge, access to the Customer Environment (including software interfaces of the Customer’s other business applications), Nodes, Interfacing Data Feeds and other facilities as may reasonably be required by AxonOps in connection with these Subscription Terms and in particular in order for AxonOps to provide Services;
      3. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Solution and notify AxonOps promptly of any such unauthorised access or use;
      4. maintain, and procure that its Authorised Users maintain, the confidentiality of all passwords and any login credentials issued by the Customer to access the Solution;
      5. maintain full and accurate copies of all Customer Data including in particular any such data within the Interfacing Data Feeds;
      6. ensure that Customer Data is backed up securely to an independent storage location and to the extent that the Solution is used to request such back-up, the Customer is responsible for configuring the Solution so that it requests the Interfacing Data Feeds undertake back-ups of the Customer Data within the Interfacing Data Feed as required by the Customer;
      7. without affecting its other obligations under these Subscription Terms, comply with all Applicable Law which applies to the Customer in connection with these Subscription Terms;
      8. obtain and maintain all necessary licences, consents and permissions necessary to enable AxonOps to provide, and the Customer to enjoy the benefit of, the Services;
      9. comply with its other responsibilities and obligations set out in these Subscription Terms in a timely and efficient manner.
    3. In relation to the Authorised Users, the Customer undertakes that it shall:
      1. allow only Authorised Users to access and use the Solution and the Support;
      2. ensure that any Authorised Users accessing and using the Solution or the Support do so in accordance with the these Subscription Terms and shall be responsible for any Authorised User’s breach of these Subscription Terms;
      3. not allow or suffer any password or login credentials allocated to a particular Authorised User to be used by any other person unless the same has been reassigned in its entirety by AxonOps or the Customer to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Solution or the Support;
      4. ensure that all Authorised Users have the required skills, training and expertise in accordance with Good industry Practice to use the Solution;
      5. ensure that any employees, agents or subcontractors integrating Nodes and/or Interfacing Data Feeds with the Solution have the required skills, training and expertise to undertake such tasks and complete the same in accordance with Good Industry Practice.
    4. The Customer shall not, and shall procure that Authorised Users shall not, store through the Solution, nor access, store, distribute, transmit, upload or allow to be uploaded to or through the Solution any material that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; and/or
      2. facilitates illegal activity is discriminatory; and/or
      3. is discriminatory based on race, gender, colour, religious belief, sexual orientation of disability; and/or
      4. is in a manner that is otherwise illegal or causes damage or injury to any person or property; and/or
      5. contains any Viruses.
    5. The Customer shall not, and shall procure that Authorised Users shall not:
      1. except as may be allowed by any Applicable Law incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under these Subscription Terms:
          (a) attempt to copy, duplicate, modify, create derivative works from, frame, mirror republish, download, display, transmit or distribute all or any portion of the Solution in any form or media or by any means; or
          (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Solution;
      2. access or use the Solution for any purpose other than the Customer’s internal business purposes;
      3. license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make the Solution available to any third party except Authorised Users;
      4. attempt to obtain, or assist third parties in obtaining, access to the Solution; or
      5. require AxonOps to process any data in any manner where the Customer does not have the necessary rights, licences or consents to permit AxonOps to process such data in such manner;and AxonOps reserves the right, without liability to the Customer or prejudice to AxonOps’ other rights, to disable the Customer’s access to the Solution if the provisions of this Condition 7.5 are breached.
    6. The Customer warrants that the integration of the Interfacing Data Feeds and the processing of the Customer Data by AxonOps in accordance with these Subscription Terms shall not infringe the Intellectual Property Rights of any third party.
  8. Charges, Payment and Additional Nodes
    1. AxonOps shall be entitled to issue its invoices for the Charges in accordance with the Subscription and payment intervals chosen by the Customer as part of the Registration Process or the relevant Statement of Work:
      1. in respect of the Subscription Fees due in respect if the Initial Term, on the Customer’s acceptance of these Subscription Terms as part of the Registration Process and such Charges shall be payable in advance of the Customer being granted access to the Solution;
      2. in respect of the Subscription Fees due for Renewal Periods annually or monthly in advance, according to the payment intervals chosen by the Customer as part of the Registration Process; or
      3. in respect of Professional Services upon completion of the Professional Services to which the invoice relates, or, at AxonOps’ option, on a monthly interim basis; and
      4. in respect of any other Charges, including Additional Charges, following the Customer’s request that gives rise to such Additional Charges and such invoices shall be payable within 30 days of the date of such invoice.
    2. If the Customer at any time wishes to increase the number of Nodes and/or databases interfaced with the Solution above those provided as part of the Subscription:
      1. where the Customer pays Subscriptions Fees via the Payment Details, it shall update the number of Nodes and/or Interfacing Data Feeds interfaced with the Solution it requires within the Account Dashboard and payment for Additional Charges due in respect of such additional Nodes and/or Interfacing Data Feeds shall be collected by the Payment Provider using the Payment Details, following which the Customer shall be permitted to use such additional Nodes and/or interface the databases with the Solution; or
      2. where the Customer pays the Subscription Charges manually, it shall give written notice of the number of additional Nodes and/or databases interfaced with the Solution required to AxonOps and AxonOps shall respond in writing specifying the Additional Charges for that number of Nodes and/or databases interfaced with the Solution and upon payment in cleared funds of the Additional Charges, the Customer shall be permitted to use such additional Nodes AxonOps and/or interface the databases with the Solution; and
      3. subject to Condition the Subscription Fees shall be increased by an amount equal to the Additional Charges paid, for subsequent Renewal Periods.
    3. If the Customer at any time wishes to decrease the number of Nodes [and/or databases interfaced with the Solution] it shall adjust the settings within the Account Dashboard and such adjustment shall be effective from the start of the next Renewal Period, provided always that the Customer may not reduce the number of Nodes available to it for use to below that number contained within its current Subscription (although the Customer may not actively use such number of Nodes at any given time).
    4. Following the expiry of the Initial Term, AxonOps shall be entitled to increase the Subscription Fees not more than once with respect to each Renewal Period, upon giving to the Customer, not less than 60 days’ notice of such increase, provided that any such increase shall be by no more than an amount equal to the greater of:
      1. 10%; or
      2. a percentage increase equal to the percentage increase (if any) in the consumer price index, from the later of the date of the last increase in the relevant Charges or the date of these Subscription Terms, to the date proposed by AxonOps for the increase.
    5. All sums payable to AxonOps under these Subscription Terms:
      1. are exclusive of VAT or any similar Tax that AxonOps is required to apply to the Charges which shall be payable at the rate and in the manner for the time being prescribed by Applicable Law;
      2. shall be paid in full without any set off, counterclaim, deduction or withholding and unless stated otherwise in these Subscription Terms, shall be paid within 30 days of AxonOps’ invoice for the same, and the Customer shall not be entitled to assert any credit, set off or counterclaim against AxonOps in order to justify withholding payment of any such amount in whole or in part; and
      3. shall be non-refundable.
    6. If any sums payable under these Subscription Terms are not paid by their due date then, without prejudice to the other rights and remedies of, AxonOps reserves the right to charge interest on such sum on a daily basis (both before and after judgement) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the rate of 4% per annum above the base rate from time to time of Bank of England or 8% per annum, whichever is the higher, compounded quarterly. Such interest shall be paid on demand of AxonOps.
    7. AxonOps shall be entitled to set-off any sums due to it under these Subscription Terms against any sum due to the Customer under these Subscription Terms.
  9. Change Control Process
    1. If following the Registration Date, the Customer requires Professional Services or wishes to request a change to the Solution, the scope of the Professional Services or Support being provided by AxonOps, it shall submit details of its request in writing to AxonOps (a Change Request).
    2. In respect of each Change Request, AxonOps shall, within a reasonable period of time, provide a written estimate to the Customer of:
      1. the likely time required to implement the change;
      2. the Charges payable for implementing the change including, where applicable, the Charges for any Professional Services provided by AxonOps in implementing such change, calculated on the basis of the Rates;
      3. the timetable or dates and times (as applicable) for the provision of the Professional Services;
      4. any other variations to the Charges;
      5. the impact (if any) of the change on the Solution; and
      6. any other impact of the change on the terms of these Subscription Terms;and a draft Statement of Work for such Professional Services.
    3. If AxonOps requests a change to the scope of the Solution the Customer shall not unreasonably withhold or delay its consent to the same.
    4. If the Customer wishes AxonOps to proceed with the Change Request, AxonOps has no obligation to do so unless and until the Parties have agreed, in writing: a Statement of Work, the Professional Services Fees (if applicable) and the necessary variations to the Charges and any other relevant terms of these Subscription Terms to take account of the change and any such Professional Services shall be provided subject to and in accordance with the terms of these Subscription Terms.
  10. Data Protection
    1. If and to the extent that the provision of the Solution, Professional Services or Support requires AxonOps to process any personal data on behalf of the Customer, the provisions set out in this Condition 10 shall govern such processing.
    2. The Customer shall own all right, title and interest in and to all of the Customer Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Customer Personal Data.
    3. Both Parties shall during the term of these Subscription Terms, comply with their respective obligations under the Applicable Data Protection Laws. This Condition 10 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Applicable Data Protection Laws.
    4. The Parties acknowledge that:
      1. if AxonOps processes any Customer Personal Data on the Customer’s behalf when performing its obligations under these Subscription Terms, the Customer is the controller and AxonOps is the processor for the purposes of the Applicable Data Protection Laws; and
      2. the Data Processing Table sets out the scope, nature and purpose of processing by AxonOps, the duration of the processing and the types of personal data and categories of data subject.
    5. Without prejudice to the generality of Condition 10.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to AxonOps for the duration and purposes of these Subscription Terms so that AxonOps may lawfully use, process and transfer the Customer Personal Data in accordance with these Subscription Terms on the Customer’s behalf.
    6. AxonOps shall, in relation to any Customer Personal Data processed by AxonOps in connection with the performance of its obligations under these Subscription Terms:
      1. process that Customer Personal Data only on the documented written instructions of the Customer unless AxonOps is required by Applicable Law to otherwise process that Customer Personal Data (Purpose). Where AxonOps is relying on Applicable Law as the basis for processing Customer Personal Data, AxonOps shall notify the Customer of this before performing the processing required by the Applicable Law unless those Applicable Law prohibits AxonOps from so notifying the Customer on important grounds of public interest. AxonOps shall inform the Customer if, in the opinion AxonOps, the instructions of the Customer infringe Applicable Data Protection Laws;
      2. ensure that it has in place appropriate technical and organisational measures, , to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it), which the Customer acknowledges AxonOps has done by appointing the Payment Provider, hosting the Software in the Hosting Environment and appointing the other third party service providers, as set out in the Data Processing Table, in accordance with their standard terms and conditions from time to time;
      3. ensure that those employees of AxonOps who have access to, and process Customer Personal Data are obliged to keep it confidential;
      4. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or Regulators;
      5. notify the Customer without undue delay on becoming aware of a personal data breach;
      6. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination or expiry of the Subscription unless required by Applicable Law to store the Customer Personal Data; and
      7. maintain complete and accurate records and information to demonstrate its compliance with this Condition 10 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of AxonOps, an instruction infringes the Applicable Data Protection Laws.
    7. The Customer hereby provides its prior general authorisation for AxonOps to:
      1. appoint third parties as third-party processors of the Customer Personal Data. AxonOps confirms that it has or will have entered into an agreement with the third parties on the terms, which incorporate substantially the same terms to those set out in this Condition 10. As between AxonOps and the Customer, AxonOps shall remain fully liable for all acts or omissions of any third-party processor appointed by it;
      2. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that AxonOps shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of AxonOps, including any request to enter into standard data protection Conditions adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
    8. Either Party may, at any time on not less than 30 days’ notice, revise this Condition 10 by replacing it with any applicable controller to processor standard agreement or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Subscription Terms).
  11. Warranties
    1. Subject to the exceptions set out in Condition 11 and the limitations on its liability in Condition 14, AxonOps warrants:
        it has the right, power and authority to license the Solution upon the terms and conditions of these Subscription Terms;
        the licenses attached to the Open Source Software permit such Open Source Software to be integrated into the Solution;
        the Solution will operate substantially in accordance with the Documentation;
        it will perform the Professional Services and Support with reasonable care and skill;
        no enhancement to the Solution will materially remove or reduce functionality used by the Customer, save where such reduction or removal arises as a result of a change in Applicable Law, in which case, AxonOps shall use its reasonable endeavours to provide not less than 20 Working Days’ notice of such change.
    2. The Customer shall give notice to AxonOps as soon as it is reasonably able upon becoming aware of a breach of warranty.
    3. Subject to Condition 11.4, in the event that the Customer discovers a material defect with the Solution which substantially affects the Customer’s use of the Solution on the terms of these Subscription Terms and notifies AxonOps with full details of the defect, AxonOps shall at its sole option either:
      1. terminate the Subscription and refund the Subscription Fees paid less such sum as AxonOps deems reasonable to reflect the use and benefit of the Solution by the Customer prior to termination; or
      2. use reasonable endeavours to correct such defect within a reasonable period of time.
    4. Notwithstanding anything to the contrary in these Subscription Terms, AxonOps shall have no liability to remedy a breach of warranty where such breach arises as a result of any failure on the part of the Customer to observe and perform its obligations under these Subscription Terms.
    5. The Customer acknowledges and accepts that:
      1. AxonOps does not warrant or guarantee that the Solution will meet the Customer’s data processing requirements and the Customer agrees that the existence of Incidents shall not automatically constitute a breach of warranty or these Subscription Terms;
      2. AxonOps does not warrant or guarantee the accuracy or completeness of Output Data as the Output Data is dependent on the Authorised User’s use of the Solution and the data stored in the Solution;
      3. computers need routine maintenance and sometimes break down and accordingly the Solution may not operate continuously and in an error-free manner. As a result, AxonOps does not guarantee to anyone that the Customer, or Authorised Users will be able to access the Solution or any part thereof at any particular time and the Customer agrees that AxonOps shall have no liability to the Customer if any such persons are temporarily not able to access the Solution at such time;
      4. computer software including the Solution, is not error, fault or bug free, nor secure from persons wishing to misuse, tamper with, erase, alter or in any other way corrupt computer systems and that the data, information and records they display, retrieve, collate, transfer, calculate or disseminate may be affected by such occurrences;
      5. the Solution was not designed and produced to the Customer’s individual requirements and that the Customer was responsible for its selection; and
      6. the Solution is provided to the Customer on an “as is” and “as available” basis;
      7. the Solution is provided as a tool to aid the Customer’s business but should not be relied upon in a business critical manner;
      8. AxonOps cannot and does not warrant that the Customer’s use of the Solution will ensure its compliance with any requirements of a Regulator, or any Applicable Law from time to time and the Customer is responsible for such compliance.
    6. Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the Solution, the Documentation, the Professional Services, Support and Output Data are hereby excluded to the fullest extent permitted by Applicable Law.
  12. Intellectual Property Rights
    1. The Customer agrees and acknowledges that AxonOps and/or its licensors own all Intellectual Property Rights in the Solution (including the Documentation). Except as expressly set out in these Subscription Terms, these Subscription Terms do not grant the Customer any rights to, or in, any Intellectual Property Rights in respect of the Solution or Documentation.
    2. AxonOps will indemnify and hold harmless the Customer on an indemnity basis only against any damages (including reasonable costs) that are awarded, or which become payable by the Customer to any third party in respect of any claim or action that the use of the Solution by the Customer in accordance with these Subscription Terms infringes the Intellectual Property Rights of any third party (an Intellectual Property Infringement) provided that the Customer:
      1. immediately notifies AxonOps of any suspected Intellectual Property Infringement;
      2. subject to Condition 9.5, gives AxonOps the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of AxonOps; and
      3. acts in accordance with the reasonable instructions of AxonOps and gives to AxonOps such assistance, as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
    3. AxonOps shall reimburse the Customer its reasonable costs incurred in complying with the provisions of Condition 12.2.3.
    4. AxonOps shall have no liability to the Customer in respect of an Intellectual Property Infringement if and to the extent the same results from:
      1. any breach by the Customer or an Authorised User of these Subscription Terms;
      2. the Customer’s gross negligence or wilful misconduct;
      3. Open-Source Software to the extent that AxonOps has complied with the applicable licence for the same; or
      4. the combination, linking or incorporation of the Solution with any third party hardware, software or services.
    5. In the event of an Intellectual Property Infringement AxonOps shall be entitled at its own expense and option either to:
      1. procure the right for the Customer to continue using Solution; or
      2. make such alterations, modifications, adjustments or substitutions to the Solution so that it becomes non-infringing without incurring a material diminution in performance or functionality.
    6. If AxonOps in its reasonable judgment is not able to exercise any of the options set out in Condition 12.5 within three months of the date it received notice of the Intellectual Property Infringement, then AxonOps without prejudice to any other rights or remedies it may have hereunder shall be entitled to terminate the Subscription by 14 days’ notice in writing to the Customer.
    7. This Condition 12 states the Customer’s sole and exclusive rights and remedies, and AxonOps’ (including AxonOps’ employees’, agents’, contractors’, and sub-contractors’) entire obligations and liability, for any Intellectual Property Infringement.
    8. The Customer acknowledges that any Open Source Software incorporated into Solution by AxonOps is provided “as is” and expressly subject to the disclaimer in Condition 11.6.
    9. The Customer shall indemnify AxonOps against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by AxonOps arising out of or in connection with any claim by a third party alleging that use of all or any part of the Customer Data infringes any Intellectual Property Rights of such third party.
    10. The Customer hereby grants to AxonOps a royalty free, non-exclusive, non-transferable licence during the Term to use any Intellectual Property Rights in the trade marks or trade names used by the Customer in connection with the Customer’s business, solely to the extent necessary for providing the Solution, Support and Professional Services in accordance with these Subscription Terms.
  13. Confidentiality
    1. Each Party may be given access to Confidential Information by the other Party in order to perform its obligations under these Subscription Terms. A Party’s Confidential Information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving Party;
      2. was in the other Party’s lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
      4. is independently developed by the receiving Party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by any Applicable Law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each Party shall hold the other’s Confidential Information in confidence and, unless required by Applicable Law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the for the purposes envisaged by these Subscription Terms.
    3. Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Subscription Terms.
    4. Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    5. The Customer acknowledges that details of the Solution and the results of any performance tests of the Solution, and outcomes of the Professional Services constitute AxonOps’ Confidential Information.
    6. AxonOps acknowledges that the Customer Data is the Confidential Information of the Customer.
  14. LIMITATION OF LIABILITY
    1. The following provisions set out the entire liability of AxonOps (including any liability for the acts and omissions of its employees, agents, representatives and sub-contractors) in respect of:
      1. any breach of its contractual obligations arising under or in connection with these Subscription Terms;
      2. any use made by the Customer of the Solution, the Professional Services, Support and the Documentation or any part of them;
      3. any mis-representation, mis-statement or tortious act or omission including negligence but excluding any of the same made fraudulently arising under or in connection with these Subscription Terms;
      4. any other provision of these Subscription Terms;(a Liability Event).
    2. Notwithstanding anything to the contrary in these Subscription Terms, nothing in these Subscription Terms shall limit or exclude the liability of AxonOps:
      1. for death or personal injury resulting from its own negligence or that of its representatives;
      2. for fraud or fraudulent misrepresentation; or
      3. to the extent that such liability or exclusion is not permitted by law.
    3. The Customer is responsible for:
      1. all Output Data and results obtained and conclusions drawn from the Output Data and use of the Solution, Documentation, Professional Services, or Support by the Customer and Authorised Users; and
      2. undertaking data integration tests and collating Output Data to verify that the Output Data is complete and accurate.
    4. Subject to Condition 14.2, the total liability of AxonOps in respect of:
      1. all Liability Events arising in relation to a Statement of Work and all Professional Services provided or to be provided pursuant that Statement of Work shall be limited to 100% of Professional Service Charges paid for such Professional Services; and
      2. all other Liability Events arising in relation to the Solution, Support or otherwise under these Subscription Terms shall, where the Customer is operating on a Free Subscription, be limited to £100; and
      3. all other Liability Events arising in relation to the Solution, Support or otherwise under these Subscription Terms shall in any Contract Year be limited to an amount equal to 125% of the Subscription Fees that have been paid to AxonOps in respect of the immediately preceding Contract Year, or in respect of the first Contract Year, the Subscription Fees paid to AxonOps in respect of that Contract Year.
    5. Subject to Condition 14.2, AxonOps shall not be liable to the Customer in respect of any Liability Events for any loss or damage which may be suffered by the Customer (or any person claiming through or under the Customer) whether the same are suffered directly or indirectly whether the same arise in contract tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
      1. loss of profits;
      2. loss of turnover;
      3. loss of anticipated savings;
      4. loss of business opportunity;
      5. loss of goodwill;
      6. loss or corruption of data;
      7. damage to reputation;
      8. any special, indirect or consequential loss,provided that this Condition 14.5 shall not prevent claims direct financial loss that are not excluded by Conditions 14.5.1 to 14.5.8 (inclusive).
    6. AxonOps shall not be liable for any damage or losses to the extent they arise as a result of or in connection with:
      1. any failure of the Customer to observe and perform its obligations under these Subscription Terms or a Statement of Work or a breach by the Customer or an Authorised User of these Subscription Terms;
      2. any unauthorised or incorrect access to or use of the Solution, Functionality, Support or Professional Services or use other than in accordance with the terms of these Subscription Terms, the Documentation or AxonOps’ instructions;
      3. problems caused by the Customer Environment, any Interfacing Data Feeds, Customer Data or Nodes;
      4. any modification or alteration of the Solution by any party other than AxonOps;
      5. errors or omissions to the extent they are based on and/or relate to the information or instructions provided by the Customer or its employees, agents or representatives to AxonOps; or
      6. any actions taken by AxonOps at the Customer’s direction; or
      7. the Customer’s use of the Solution after the Customer became or should have become aware of an Incident but before AxonOps has confirmed that a resolution has been implemented;or to the extent such damage or losses could have been mitigated or avoided by the proper use of the Solution.
    7. If at any time the Customer’s operational requirements of the Solution exceeds the operational capabilities of the same, including storage capacity to be provided as part of the Hosting Environment, then the Customer acknowledges that it may have an adverse impact on the capability, functionality and/or performance of the Solution and as a result AxonOps shall not be liable to the Customer for any loss or damage arising in respect of such impact on the capability, functionality and/or performance of the Solution.
    8. If a number of Liability Events of Default give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under these Subscription Terms.
    9. AxonOps shall have no liability to the Customer in respect of any Liability Event unless the Customer shall have served notice of the same upon AxonOps within 3 months of the date the Customer became aware or ought to have become aware of the consequences of the Liability Event.
    10. All references to “AxonOps” in this Condition 14 shall, for the purposes of this Condition 14 and Condition 23.6 only, be treated as including all employees, subcontractors and suppliers of AxonOps, all of whom shall have the benefit of the exclusions and limitations of liability set out in this Condition, in accordance with Condition 23.6
    11. The Customer declares and acknowledges that it has considered the provisions of this Condition 14 in detail including each of the limitations on liability contained in Conditions 14.3 to 14.10 (inclusive) and considers them reasonable in the circumstances having taken into account among other factors the subject matter of these Subscription Terms and having obtained or had the opportunity to obtain independent legal advice on the same.
  15. Termination
    1. The Customer may terminate its Free Subscription at any time by deactivating its Account via the Account Dashboard and the Customer acknowledges that it and its Authorised Users shall no longer have access to or use of the Solution.
    2. AxonOps may terminate the Customer’s Subscription at any time by giving 30 days’ notice to the Customer. If the Customer has paid the Subscription Fees annually in advance, AxonOps will refund a prorated amount of the Subscription Fees paid in respect of any period of time during the current Renewal Period where, upon termination of the Subscription, the Customer will no longer have access to or use of the Solution, provided always that no other Subscription fees shall be refunded in any other circumstances.
    3. If the Customer fails to pay any Charges within 5 Working Days of their due date for payment or if AxonOps is otherwise entitled to terminate the Subscription in accordance with Conditions 15.3 or 15.4, AxonOps shall have, without prejudice to any of its other rights and remedies, the option, at its sole discretion, by giving written notice to the Customer, to immediately:
      1. restrict or suspend the Customer’s access to the Solution, Professional Services and Support forthwith until such Charges, together with accrued interest payable thereon, have been received in clear funds by AxonOps; or
      2. terminate the Subscription forthwith.
    4. Save where it relates to Professional Services, in which case Condition 15.5 shall apply, without affecting any other right or remedy available to it, either Party may terminate the Subscription:
      1. with immediate effect (or following such notice period as that Party sees fit) by giving written notice to the other Party if
          (a) the other Party commits any material breach of any term of these Subscription Terms which is not capable of remedy; or
          (b) the other Party commits a material breach of any form of these Subscription Terms which is capable of remedy, and fails to remedy the same within 30 days of a written notice giving particulars of the breach and requiring it to be remedied; or
      2. in accordance with Condition 22.3; or
      3. in the case of AxonOps, in accordance with Condition 12.6.
    5. Without affecting any other right or remedy available to AxonOps, AxonOps may terminate the Subscription with immediate effect (of following such notice period as AxonOps sees fit) by giving written notice to the Customer if:
      1. the Customer makes a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors generally or if the Customer is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrator, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customer or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Customer or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);
      2. the Customer ceases to carry on its business or substantially the whole of its business or threatens to do any of the same;
      3. if any event analogous to that set out in Conditions 15.4.2 shall occur in any jurisdiction in which the Customer is incorporated or resident or carries on business;
      4. there is a Change in Control of the Customer.
    6. Either Party may terminate a Statement of Work and the Professional Services to be supplied pursuant to that Statement of Work with immediate effect (or following such notice period as that Party sees fit) by giving written notice to the other Party if the other Party commits any material breach of any term of these Subscription Terms relating to the Professional Services to be provided which is not capable of remedy or if capable of remedy, fails to remedy the same within 30 days of a written notice from the other Party giving particulars of the breach and requiring it to be remedied provided always that any termination of a Statement of Work shall not terminate these Subscription Terms or any other Statement of Work which shall continue in full force and effect notwithstanding the termination of the particular Statement of Work.
  16. Consequences of Termination
    1. Other than as set out in this Condition 16, on termination or expiry of the Subscription, neither Party shall have any further obligation to the other under these Subscription Terms.
    2. On termination or expiry of the Subscription:
      1. the Customer shall immediately pay to AxonOps all of AxonOps’s outstanding unpaid invoices and interest and, in respect of any period in which the Solution, Support and/or Professional Services have been supplied but for which no invoice has been submitted, AxonOps may submit an invoice, which shall be payable immediately on receipt;
      2. all licences and rights granted under these Subscription Terms shall immediately terminate;
      3. each Party shall as soon as reasonably practicable, return or destroy as directed in writing by the other Party any documents in its possession or control which contain or record any Confidential Information of the Party and shall if required by the other Party provide the other Party with written evidence (in the form of a letter signed by a director) within 10 Working Days of such request that the same have been destroyed;
      4. AxonOps may take such steps as it deems necessary to ensure that neither the Customer nor any Authorised Users can access or use the Solution;
    3. AxonOps shall have the right to delete any Customer Data in its possession or control within 30 days of the date of termination or expiry of the Subscription.
    4. The termination of or expiry of the Subscription howsoever arising shall be without prejudice to any other rights or remedies a Party may be entitled to under these Subscription Terms or at law and shall not affect the accrued rights, obligations or liabilities of either Party nor the coming into or continuance in force of any provision of these Subscription Terms, which is expressly or by implication, intended to come into or continue in force on or after such termination.
  17. Anti-Bribery and Modern Slavery
    1. Each Party warrants and represents to the other Party that:
      1. in the negotiation of these Subscription Terms, it has complied with all Applicable Laws and regulations relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010;
      2. it has and will maintain in place at all times procedures under the Bribery Act 2010 to ensure continued compliance with the Bribery Act 2010 and will enforce those procedures where appropriate; and
      3. it will promptly report to the other Party any request or demand for or offer of any undue financial or other advantage of any kind received by it in connection with these Subscription Terms.
    2. The Parties agree that a breach of Condition 14.1 shall be deemed to be a material breach of these Subscription Terms.
    3. AxonOps warrants and represents to the Customer that it has and will maintain in place at all times procedures under the Modern Slavery Act 2015 to ensure its compliance with the Modern Slavery Act 2015 and will enforce those procedures where appropriate.
  18. Escalation Procedure and Expert Determination
    1. All disputes arising out of or in connection with these Subscription Terms shall first be referred to the Relationship Managers who shall discuss and attempt to resolve such dispute as soon as reasonably practicable and, in any event, within 3 Working Days.
    2. Where a dispute to be considered by the Relationship Managers in accordance with Condition 18.1 is not resolved by them within 3 Working Days then either Party may consider resolution via the Expert Determination Procedure.
    3. The procedure set out in Conditions 18.4 to 18.6 (inclusive) shall apply where a dispute between the Parties is to be determined in accordance with these Subscription Terms by the Expert Determination Procedure or both the Relationship Managers agree that a dispute should be determined by the Expert Determination Procedure.
    4. Where a dispute is to be determined by the Expert Determination Procedure, the dispute shall be referred to an Expert who shall act as an expert and not an arbitrator (and for the avoidance of doubt the Arbitration Act 1996 shall be excluded in relation to such disputes) who shall decide the matter and whose decision shall be final and binding on the Parties in the absence of fraud or manifest error.
    5. If no decision is made by the Expert within 3 (three) months of their appointment then unless agreed otherwise by the Parties the provisions of Condition 24 shall apply to resolve the dispute.
    6. The Parties shall each bear their own costs in relation to any reference made to the Expert under this Condition 18 and the fees and all other costs of the Expert shall be borne jointly in equal proportion by the Parties unless otherwise directed by the Expert.
    7. Nothing in this Condition 18 shall prevent or delay either Party from seeking any interim injunctions, interdicts or orders in connection with any matter under or pursuant to these Subscription Terms.
  19. Non-solicitation
    1. The Customer shall not, during the Term and for a period of 12 months following termination or expiry of these Subscription Terms (except with AxonOps’ prior written consent) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from AxonOps’ employment or engagement, any employee, contractor or sub-contractor of AxonOps who is during the Term employed or engaged in the provision of Professional Services or Support to the Customer.
    2. It shall not be a breach of Condition 19.1 for the Customer to generally advertise in good faith an open to all-comers position or vacancy, not specifically targeted at anyone employed or engaged by AxonOps.
    3. Should the Customer breach this Condition 19 it shall pay to AxonOps a fee equivalent to 6 months’ gross pay or fees for the relevant employee, contractor or sub-contractor and such fee shall be payable within 30 days of the date of AxonOps’ invoice.
  20. Grossing-Up for Tax
    1. If the Customer is required by Applicable Law to make any deduction or withholding from any payment to AxonOps on account of any Tax then the Customer shall, when making the payment to which the withholding or deduction relates, pay to AxonOps such additional amount as will ensure that AxonOps receives the same total amount that it would have received if no such withholding or deduction had been required.
  21. Assignment
    1. AxonOps may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under these Subscription Terms.
    2. AxonOps may subcontract or delegate in any manner any or all of its obligations under these Subscription Terms to any third party or agent.
    3. These Subscription Terms is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any or all of its rights and obligations under these Subscription Terms without the prior written consent of AxonOps (such consent not to be unreasonably withheld or delayed).
    4. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
  22. Event of Force Majeure
    1. AxonOps shall not be deemed to be in breach of these Subscription Terms or otherwise liable the Customer in any manner whatsoever for any failure or delay in performing its obligations under these Subscription Terms due to an Event of Force Majeure.
    2. If AxonOps’ performance of its obligations under these Subscription Terms is affected by an Event of Force Majeure:
      1. it shall give written notice to the Customer, specifying the nature and extent of the Event of Force Majeure, within 5 Working Days of becoming aware of the Event of Force Majeure and will at all times use all reasonable endeavours to mitigate the severity of the Event of Force Majeure;
      2. subject to the provisions of Condition 22.3, the date for performance of such obligation shall be deemed suspended only for a period equal to the delay caused by such event;
      3. it shall not be entitled to payment from the Customer in respect of extra costs and expenses incurred by virtue of the Event of Force Majeure.
    3. If the Event of Force Majeure continues for more than 3 months, either Party may give notice in writing to the other to terminate these Subscription Terms. The notice to terminate must specify the termination date, which must not be less than 15 Working Days after the date on which the notice is given, and once such notice has been validly given, these Subscription Terms will terminate on that termination date.
  23. General
    1. Notices.
      1. Any notice to be given by a Party under or in connection with these Subscription Terms shall be in writing in English language and delivered by hand or sent by UK first class post or other next Working Day delivery service to the other Party at the address given in these Subscription Terms or as otherwise notified to the other Party in writing from time to time or by email to such email address as the Parties choose and notify to the other Party from time to time.
      2. Any such notice shall be deemed to have been received:
          (a) if delivered by hand, at the time the notice is left at the address or given to the addressee; or
          (b) in the case of pre-paid first class UK post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting or at the time recorded by the delivery service; or
          (c) in the case of pre-paid airmail, 9.00 am on the fifth Working Day after posting or at the time recorded by the delivery service;
          (d) if sent by email on a Working Day at the time of transmission provided that a non-delivery communication is not received by the sender.
      3. A notice shall have effect from the earlier of its actual or deemed receipt by the addressee. For the purposes of calculating deemed receipt:
          (a) all references to time are to local time in the place of deemed receipt; and
          (b) if deemed receipt would occur on any day other than a Working Day, deemed receipt is 9.00 am on the next Working Day.
      4. This Condition 23.1 does not apply to the service of any proceedings or other documents in any legal action.
    2. Entire Agreement.
      1. These Subscription Terms contain the entire understanding between the Parties in relation to its subject matter and supersedes all (if any) subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the same.
      2. The Customer acknowledges that in entering into these Subscription Terms it has not relied on any warranty, representation or undertaking (whether made innocently or negligently) which is not contained in or specifically incorporated into these Subscription Terms. The Customer agrees and acknowledges that its only remedy in respect of those representations, statements, assurances or warranties set out in these Subscription Terms will be for breach of contract, in accordance with the terms of these Subscription Terms, provided always that nothing in this Condition 23.2 shall exclude or limit the liability of for any fraudulent misrepresentation or warranty fraudulently given and upon which the Customer can prove it has placed reliance.
    3. Further Assurance. The Customer will at all times after the Registration Date do and execute or procure to be done and executed all other necessary acts, deeds, documents and things within their power to give effect to these Subscription Terms.
    4. Variations. Subject to Condition 6.3, AxonOps may make changes to these Subscription Terms from time to time. AxonOps shall provide the Customer with written notice that it has changed these Subscription Terms and such changes shall apply at the start of the next Renewal Period. If the Customer does not accept such amended Subscription Terms, then the Customer must take steps to deactivate its account and set the number of Nodes to zero ahead of the start of the next Renewal Period and the Customer shall be deemed to have accepted and agreed to comply with such amended Subscription Terms.
    5. Third party rights. Save as expressly provided in these Subscription Terms, a person who is not a Party to these Subscription Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Subscription Terms. The rights of the parties to rescind or vary these Subscription Terms are not subject to the consent of any other person.
    6. Waiver. A failure, delay or neglect by either Party to exercise any right or remedy or enforce any of the provisions of these Subscription Terms shall not be construed or deemed to be a waiver or continuing waiver of that Party’s rights or remedies, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    7. No Partnership. Nothing in these Subscription Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of the other Party, nor authorise any Party to make or enter into any commitments for or on behalf of the other Party.
    8. Severance.
      1. If any of the provisions of these Subscription Terms shall be declared invalid or unenforceable in whole or in part by any competent court or other authority whose decisions shall have the force of law binding on the Parties, that provision or part-provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions shall not be affected.
      2. If the invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, that Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and to that greatest extent possible achieves the Parties original commercial intention.
  24. Governing Law and Jurisdiction
    1. These Subscription Terms and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
    2. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Subscription Terms or its subject matter or formation (including non-contractual disputes or claims).

DATA PROCESSING TABLE

The subject matter and duration of the Processing

 

Personal data comprised in the Customer Data or otherwise provided by or on behalf of the Customer to AxonOps.AxonOps will only process Customer Personal Data for as long as is required to comply with these Subscription Terms and/or to provide the Services or where it is required to store Customer Personal Data to comply with Applicable Law, or for AxonOps’ business record keeping purposes in accordance with its data retention protocols.

The nature and purpose of the Processing

 

Obtaining, storing and transmitting the Customer Personal Data in accordance with Customer instructions, as required in connection with AxonOps’ provision of the Services and the general performance of AxonOps’ other obligations under these Subscription Terms.No routine transfers or personal data outside the UK and EEA take place.

The type of Personal Data being Processed

 

Names and business contact information for Authorised Users and other employees/ representatives of the Customer.
The categories of Data Subjects Individuals whose details are stored in the Solution or accessed via the Solution.Authorised Users and other employees/ representatives of the Customer who use the Services and/or who report Incidents to the Help Desk.
General description of technical and organisational security measures
  • Ensure proper care is taken when gathering, using or disclosing any personal data where it is necessary to meet your departmental functions;
  • Take all necessary steps to keep personal information secure and only use it for the purposes intended;
  • Ensure the personal data recorded is accurate, clear and adequate;
  • Keep personal data confidential and do not disclose it to any other person unless you are authorised to do so (if in doubt ask your line manager);
  • Ensure that any electronic data files or paper printouts containing personal data are disposed of safely and not removed from premises without appropriate security measures or left in an unsecure area;
  • Keep system passwords safe. Change regularly and do not disclose them to anyone;
  • Comply with this and other related polices e.g. Records Management Policy, Computer use Policy and Information Security Policy; and
  • Attend Data Protection Training, which is mandatory.

Authorised Sub-Processors

List the sub-processors who will process Personal Data.

As specified in the Subscription Terms

Auth0 (https://auth0.com)

Fortifi (https://fortifi.io)

2Checkout ( https://www.2checkout.com/)

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