These terms and conditions (“Conditions”) govern the relationship between N. Harris Computer Corporation, operating and trading as i2 Group, or any of its affiliates or group companies identified in an applicable Order Form (collectively, the “Supplier”), and the individual or entity identified in the applicable Order Form, Statement of Work, or as may be otherwise referenced as the purchaser or recipient of the Supplier’s offerings (the “Customer”).
By accepting these Conditions, whether by executing an Order Form/Quote/SOW, clicking to accept, accessing or using the Product or Services (each as defined below), or otherwise indicating agreement, the Customer confirms that they have read, understood, and agreed to be legally bound by these Conditions, together with all applicable Documentation (as defined herein), which is hereby incorporated by reference.
Capitalised terms used in these Conditions shall have the meanings set out in §2 (Definitions) or, where not defined therein, shall bear the meaning assigned at their first use within these Conditions or any applicable Documentation.
These Conditions apply to all access to and Use of the Supplier’s Products, Services, platforms, websites, applications, and any related features, content, or deliverables provided under an Order Form or SOW.
1.1 Deployment Models
The Products and/or Services may be made available via the following deployment models, as specified in the Order Form and relevant Documentation:
1.1.1 On-Premise Deployment
“On-Premise Deployment” means the installation and operation of the Product on Customer-controlled infrastructure. On-Premise Deployments are licensed on a perpetual basis for the Version specified in the Order Form, unless otherwise specified. Maintenance and support are not included and must be purchased separately.
1.1.2 SaaS Deployment
“SaaS Deployment” means the provision of access to the latest Product Version remotely over the internet, hosted by the Supplier or its designated Cloud Service Provider (CSP), on a subscription basis. Maintenance and support are mandatory components of the Subscription.
1.1.3 Hybrid Deployment
“Hybrid Deployment” means a combination of On-Premise deployment (§1.1.1) and SaaS deployment (§1.1.2), where separate instances or components of the Product are delivered under each model. Each component of the Hybrid Deployment shall be governed by the terms applicable to its respective deployment model, and all associated rights, obligations, and limitations shall apply accordingly.
1.1.4 The terms and conditions applicable to each deployment model are detailed in these Conditions, and the Customer agrees to comply with all specific requirements associated with their chosen deployment model(s) as specified in the Order Form.
1.2 Licence Models & Specific Licence Grants
1.2.1 General Licence Terms
1.2.1.1 Subject to the Quantity specified on the Order Form, the Supplier grants the Customer Access Rights to a non-transferable, non-sub-licensable, and non-exclusive license to access, install, make backup copies of, and Use the Product and associated Documentation. The details of the Product will be specified in the Order Form. The specific Licence Model applicable to the Product (Standard Licence (§1.2.2.1), Premium Licence (§1.2.2.2), Enterprise Licence (§1.2.2.3), Trial Licence (§1.2.2.4), Developer Licence (§1.2.2.5),) shall be detailed in the Order Form and governed by this section.
1.2.1.2 The Customer’s use of the Product shall be in accordance with §2.44 (Use) and is strictly limited to the Access Rights granted under the applicable Licence Model. Public Sector Customers will be subject to the Public Sector Addendum annexed hereto as Exhibit E, detailing the applicable legal and/or regulatory exemptions under which they are required to operate for the purpose of ensuring compliance with applicable laws and/or regulations.
1.2.1.3 Unless expressly permitted, the Customer shall not:
1.2.1.3.1 Transfer, sublicense, lease, or distribute the Product to any third party.
1.2.1.3.2 Share login credentials or implement technical measures that circumvent Access Rights limitations.
1.2.1.3.3 Use the Product beyond the permitted scope defined in §2.44 (Use).
1.2.1.3.4 Modify, reverse engineer, decompile, or create derivative works of the Product except as strictly permitted by Law.
1.2.1.4 The Supplier reserves the right to:
1.2.1.4.1 Suspend or terminate the Customer’s Access Rights in the event of non-compliance with these Conditions, including exceeding permitted Use limits.
1.2.1.4.2 Conduct audits in accordance with §8.4 (Audit Rights) to verify compliance with licence terms.
1.2.1.5 The Customer acknowledges that continued Use of the Product may be subject to Auto-Renewal, unless otherwise stated in the Order Form, in accordance with §[Auto-renewal section].
1.2.1.6 Technical Occurrences During Installation and Configuration
1.2.1.6.1 The Parties acknowledge the process of installing, configuring, updating, or maintaining the Product may result in the generation of temporary technical instances (“Technical Occurrences”), including but not limited to local copies, installation images, backup snapshots, or temporary environments.
1.2.1.6.2 Such Technical Occurrences shall be deemed to fall within the scope of the granted licence, provided that:
1.2.1.6.2.1 They are not actively used to operate or access the Product concurrently with the licensed instance(s).
1.2.1.6.2.2 They are promptly deactivated, archived, or removed upon completion of the relevant installation, configuration, or update process.
1.2.2 Licence Models
Each Product shall be subject to one or more of the following licence models, as indicated in the Order Form. All licences are restricted to Use by Authorized Users only, and the Customer must maintain and produce records of all past and current Authorized Users upon request, in accordance with §8.4 (Audit Rights).
1.2.2.1 Standard Licence (If Applicable):
1.2.2.1.1 For each Standard Licence purchased, only one active instance of the Product may be operated at any time.
1.2.2.1.2 Each licence is restricted to a single installation and does not permit concurrent Use, sharing of devices, or access by more than one Authorized User per licence.
1.2.2.1.3 Installation on multiple devices, even if by the same Authorized User, is prohibited under this licence model unless additional licences are purchased.
1.2.2.2 Premium Licence (If Applicable):
1.2.2.2.1 For each Premium Licence purchased, one active instance of the Product may be operated at any given time, with the ability to install the Product on up to three separate devices.
1.2.2.2.2 This licence permits multiple installations for operational flexibility but does not allow simultaneous Use of more than one active instance across those devices.
1.2.2.2.3 Each Premium Licence is restricted to a single Authorized User and does not permit access by multiple users under the same licence.
1.2.2.2.4 Session sharing, device switching for simultaneous Use, or any form of licence multiplexing or pooling is strictly prohibited.
1.2.2.3 Enterprise Licence (If Applicable):
The Enterprise Licence model permits the operation of multiple instances of the Product across the Customer’s infrastructure, subject to tiered usage levels as specified in the Order Form. Each tier is designed to support different scales of internal business operations, with varying concurrency, environment, and user limits.
1.2.2.3.1 Definitions and Clarifications
1.2.2.3.1.1 References to “concurrent active instances” mean simultaneously running installations of the Product, regardless of environment.
1.2.2.3.1.2 References to “named Authorised Users” mean uniquely identifiable users granted access on a named basis and not shared.
1.2.2.3.1.3 The term “unlimited” shall not be interpreted as unrestricted in every respect, but subject to technical feasibility and fair usage principles.
1.2.2.3.2 Essentials Tier (“Enterprise Essentials Licence”)
1.2.2.3.2.1 Permits up to 3 concurrent active instances and up to 25 named Authorised Users.
1.2.2.3.2.2 Use is limited to a maximum of 2 environments (e.g., Production and Testing) and a single jurisdiction.
1.2.2.3.2.3 Intended for focused or department-level deployments.
1.2.2.3.2.4 Usage exceeding these thresholds requires an upgrade to a higher tier.
1.2.2.3.3 Growth Tier (“Enterprise Growth Licence”)
1.2.2.3.3.1 Permits up to 10 concurrent active instances and up to 100 named Authorised Users.
1.2.2.3.3.2 Use is allowed across up to 5 discrete environments, including Development, Testing, Production, Disaster-Recovery, and Training or Demo.
1.2.2.3.3.3 Supports regional or multi-department use cases within one primary jurisdiction.
1.2.2.3.3.4 Geographic usage and throughput must align with reasonable use assumptions, as documented.
1.2.2.3.4 1.2.2.3.3 Unlimited Tier (“Enterprise Unlimited Licence”)
1.2.2.3.4.1 Grants rights to operate an unrestricted number of concurrent instances, environments, and Authorised Users.
1.2.2.3.4.2 Use may span multiple jurisdictions, business units, and operational platforms.
1.2.2.3.4.3 Subject to reasonable and proportionate use limits, including system throughput and capacity constraints, as outlined in the Documentation or mutually agreed benchmarks.
1.2.2.3.4.4 The Supplier reserves the right to review usage periodically and propose adjustments to licence scope if material overuse is detected.
1.2.2.3.5 General Usage Conditions
1.2.2.3.5.1 All Enterprise Licences are for internal business operations only and may not be used by or on behalf of unaffiliated third parties.
1.2.2.3.5.2 Resale, sublicensing, or external commercial provision of the Product as a service is strictly prohibited.
1.2.2.3.5.3 Use by Affiliates is permitted only where expressly authorised in the Order Form.
1.2.2.3.5.4 The Customer must maintain a register of all Authorised Users (past and present) and ensure that access is controlled and auditable.
1.2.2.3.6 Audit and Compliance
1.2.2.3.6.1 Where usage spans multiple units, jurisdictions, or technical environments, the Customer shall ensure traceability of all deployments to identifiable systems and users.
1.2.2.3.6.2 Upon reasonable request, the Customer shall provide logs or usage reports to the Supplier for audit purposes.
1.2.2.3.6.3 The Supplier may monitor usage patterns and require the Customer to upgrade the licence scope where sustained overuse is identified.
1.2.2.4 Trial Licence (If Applicable)
1.2.2.4.1 Trial Licences may cover:
1.2.2.4.1.1 The full Product.
1.2.2.4.1.2 Specific Product components (including, but not limited to, APIs, connectors, add-ons, or optional modules).
1.2.2.4.1.3 Pre-production environments.
1.2.2.4.2 In each case, the scope of access, functionality, and permitted Use will be defined by the Supplier in the relevant Documentation or written notice (including in the form of an email).
1.2.2.4.3 The Customer must not Use any trial version:
1.2.2.4.3.1 In a production, commercial, or live-operational environment.
1.2.2.4.3.2 For revenue-generating activities.
1.2.2.4.3.3 In a manner that could create outputs or decisions relied upon by third parties or regulated users.
1.2.2.4.3.4 For benchmarking, performance testing, or competitive analysis without the Supplier’s prior written consent.
1.2.2.4.4 Trial access to connectors, plug-ins, or add-ons may require integration with third-party software or services (including cloud platforms, analytics systems, or customer-owned tools). In such cases:
1.2.2.4.4.1 The Supplier is not responsible for provisioning, licensing, or supporting third-party software or services.
1.2.2.4.4.2 The Customer is solely responsible for ensuring any such required third-party environments are appropriately licensed and configured for the duration of the trial.
1.2.2.4.4.3 The Trial Licence does not include any rights to such third-party software, which may be subject to separate licence terms and costs.
1.2.2.4.5 Upon expiry of the trial period:
1.2.2.4.5.1 The Trial Licence shall terminate automatically without further notice.
1.2.2.4.5.2 All access to the Product or component will cease, unless converted into a paid licence under a duly executed agreement.
1.2.2.4.5.3 The Customer must cease all Use and delete or destroy any copies of the Product, including derivative data, unless otherwise agreed in writing with the Supplier.
1.2.2.4.6 The Supplier reserves the right to terminate or restrict a Trial Licence at any time, with or without cause or notice, and without any liability to the Customer.
1.2.2.4.7 The Supplier may impose technical or functional limitations on Trial Licences (e.g. watermarking, restricted data volumes, time-based locks, or disabled features), and the Customer shall not attempt to circumvent or interfere with such restrictions.
1.2.2.4.8 Trial Licence Term:
1.2.2.4.8.1 The Trial Licence is limited to fourteen (14) calendar days, unless specified otherwise in the Order Form.
1.2.2.4.8.2 This is a limited-duration period licence, not subject to renewal, Auto-Renewal, or any other form of extension, and is intended solely for evaluation purposes.
1.2.2.5 Developer Licence (If Applicable)
1.2.2.5.1 A project-Specific, annual subscription licence for internal development and testing of plug-ins for i2 Analyst’s Notebook .
1.2.2.5.2 Business Case
1.2.2.5.2.1 Each Developer Licence is issued strictly on a project-specific basis and is subject to prior written approval by the Supplier. For each proposed SDK development project (e.g., a plug-in, integration module, or analytical tool), the Customer must submit a formal Business Case Document in the format set out in Exhibit F (SDK Business Case Template).
1.2.2.5.2.2 The Supplier may approve, reject, or request further details regarding any submitted Business Case. Approval of a Developer Licence shall be effective only upon written confirmation by the Supplier and shall be limited strictly to the scope of the approved Business Case.
1.2.2.5.2.3 Any material deviation from the approved scope shall require re-submission and re-approval. Developer Licences are non-transferable and must not be reused across unrelated projects.
1.2.2.5.3 The SDK (§2.36) will only be Used in a developer machine environment for non-commercial testing in accordance with §2.45.1.1 (Installation and Operations) and §2.45.1.2 (General Utilisation), unless explicitly agreed in writing by the Supplier.
1.2.2.5.4 Failure to renew the subscription results in immediate Account Suspension and potential blacklisting of activation keys.
1.2.2.5.5 Explicit Restrictions on Use
The Customer acknowledges and agrees that:
1.2.2.5.5.1 The SDK is provided exclusively for internal development and testing purposes and shall not be Used for commercial, production, or revenue-generating activities, except as may be expressly permitted in writing by the Supplier.
1.2.2.5.5.2 The Customer shall not use the SDK to develop, create, or facilitate any software, tool, or system that replicates, competes with, or otherwise substitutes functionality provided by the Supplier’s software.
1.2.2.5.5.3 The SDK, including any code, documentation, and related materials, shall not be decompiled, reverse engineered, disassembled, or otherwise analysed for the purpose of extracting source code, underlying ideas, algorithms, or trade secrets, except to the extent expressly permitted by applicable Law.
1.2.2.5.6 Confidentiality & Data Security Obligations
1.2.2.5.6.1 The SDK, including all associated documentation, APIs, libraries, and technical materials, constitutes Confidential Information of the Supplier and shall be treated in accordance with §14 (Confidentiality) of these Conditions.
1.2.2.5.6.2 The Customer shall implement and maintain industry-standard security measures to prevent unauthorised access, disclosure, or Use of the SDK. The Supplier reserves the right to conduct security audits (§8) to verify compliance.
1.2.2.5.7 Breach Consequences & Termination
1.2.2.5.7.1 Any breach of this section, including unauthorised Use or circumvention of licensing terms, shall constitute a material breach of these Conditions, entitling the Supplier to immediately:
1.2.2.5.7.2 The Supplier reserves the right to blacklist activation keys, suspend accounts, and refuse future licence requests in cases of non-compliance.
1.2.2.5.8 Developer Licence Liability and Indemnification
Due to the proprietary nature of this Developer Licence model, the Customer shall be fully liable, without limitation, for any:
1.2.2.5.8.1 Breach of §1.2.2.5.5 (Explicit Restrictions on Use), including unauthorised reverse engineering, circumvention of licensing terms, or competitive development.
1.2.2.5.8.2 Violation of §1.2.2.5.6 (Confidentiality & Data Security Obligations), including unauthorised disclosure or access to the SDK.
1.2.2.5.8.3 Any intentional or grossly negligent actions that result in unauthorised access, data breaches, or security vulnerabilities in the Supplier’s software.
1.2.2.5.8.4 Any third-party claims, regulatory fines, or damages suffered by the Supplier due to the Customer’s unauthorised use or distribution of the SDK.
For the purposes of these Conditions, the following terms shall have the meanings assigned to them below. Other defined terms used elsewhere in these Conditions shall have the meanings specified where they first appear.
2.1 “Access Rights”:
The rights granted to the Customer by the Supplier to Use the Product and/or any applicable Third-Party Software, as specified in the Product Description set out in the Order Form. Access Rights are applicable to the particular Licence Model (Standard Licence (§1.2.2.1), Premium Licence (§1.2.2.2), Enterprise Licence (§1.2.2.3), Trial Licence (§1.2.2.4), Developer Licence (§1.2.2.5),), and includes any limitations, permitted uses, and quantities described therein and specified in the Order Form, as may be amended by written agreement between the Parties or as reflected in a valid Invoice, in accordance with §31 (Notices and Communication).
2.2 “Account Suspension”:
The temporary pausing of Products and/or Services and/or revocation of the Customer’s access to any Product or Service due to non-payment of Fees or Expenses, or any other failure to abide by these Conditions, which remains unremedied thirty (30) calendar days after notice. The Customer may, at the Supplier’s sole discretion, be responsible for costs or out-of-pocket expenses incurred in reactivating any Products or Services once any outstanding amounts have been fully paid or failures to abide by these Conditions resolved, provided such costs are reasonable and proportionate.
2.3 “Affiliate(s)”:
Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means direct or indirect ownership of at least fifty percent (50%) of the voting shares or comparable equity interest in the entity, or the legal power to direct or cause the direction of the general management of the entity.
2.4 “Authorized User(s)”:
Any individual authorised by the Customer to use a Product or Service, or otherwise gaining access through the Customer’s accounts or systems, including but not limited to laptops, desktops, workstations, mobile devices, network devices, and servers.
2.5 “Auto-Renewal”:
2.5.1 The automatic extension of the agreement as specified in the appropriate Order Form or SOW, in accordance with these Conditions for successive Minimum Terms of twelve (12) months each, unless the Customer has opted-out in accordance with §9.6 (Auto-Renewal Opt-out), or either Party provides notice of termination subject to §19 (Term, Auto-Renewal, & Termination).
2.5.2 Auto-Renewal commences immediately following the expiration of the Duration or any subsequent renewed Minimum Term.
2.5.3 The Supplier shall provide the Customer with at least sixty (60) calendar days prior written notice before Auto-Renewal will come into effect.
2.5.4 For Public Sector Customers, Auto-Renewal shall only occur upon explicit written agreement explicitly permitting Auto-Renewal, and only to the extent not prohibited by applicable Law, in accordance with the Public Sector Addendum (annexed hereto).
2.6 “Availability”:
A type of Service Level associated with SaaS Products, specifying the performance and uptime metrics, as well as how they are measured, in the relevant Documentation.
2.7 “Background IPRs”:
Intellectual Property Rights created by the Supplier independently, whether before, during, or after the execution of these Conditions.
2.8 “Budget”:
The financial plan or limit for Fees and Expenses agreed under this Conditions as specified in an SOW for a Professional Services project, including One-Off Fees, Recurring Fees, Expenses, and Taxes. All Fees and Expenses exceeding the Budget specified in the SOW or Order Form must be agreed in writing by the Parties.
2.9 “Business Day”:
A calendar day, excluding Saturdays, Sundays, and public holidays in the Supplier location, as specified in the Order Form, unless explicitly stated otherwise in the Order Form.
2.10 “Business Hours”:
The standard hours during which the Supplier provides support and other services, as may be specified in the Documentation and as localised for the Supplier’s jurisdiction specified in the Supplier Address in the Order Form. For notices (including legal notices), any communications received after 4:30pm on a Business Day, will be deemed received the next viable Business Day.
2.11 “Confidential Information”:
Any data, facts, knowledge, or insights disclosed by one Party to the other, regardless of the format (written, oral, electronic, or otherwise), that belong to either the Customer or the Supplier and may be reasonably presumed to be kept confidential or private by their nature. This includes, but is not limited to, Customer Data, Product roadmaps, contractual terms, and any information explicitly marked as “confidential” or understood to be confidential by its nature or context.
For Public Sector Customers, this definition shall not override any applicable transparency, disclosure, or freedom of information obligations imposed by Law.
2.12 “Content”:
Organised information, data, or materials in any format (e.g., electronic files) associated with the Use of a Product, created by the Supplier, the Customer, or a third party.
2.13 “Cloud Service Provider” or “CSP”:
A public cloud service provider, such as, but not limited to, Microsoft Azure, Google Cloud Platform, or AWS, which delivers services over the internet, including virtual IT resources, management tools, and services like information security, data backup, and disaster recovery. CSP providers are listed as Sub-Processors in Exhibit C (List of Sub-Processors).
2.14 “Customer Data”:
All data, including Personal Data (defined in §17 (Privacy and Data Processing), provided by or on behalf of the Customer or Processed using the Products or Services. Customer Data shall remain the sole property of the Customer, and the Supplier shall acquire no ownership or rights in it. For the purposes of Data Processing, further definitions apply and are provided in §17.
2.15 “Customisation”:
Changes to the standard functionality of a Product or Services, including modifications to features, integrations with third-party systems, or bespoke development, as described in an Order Form or SOW.
2.16 “Deliverable(s)”:
Shall have the meaning prescribed in Exhibit A §1.4, for both tangible or intangible outcomes to be provided by the Supplier as part of the Professional Services, as may be further specified in an Order Form or SOW.
2.17 “Documentation”:
All specifications, manuals, policies, guidelines, and other materials (whether in physical or digital form) made available by the Supplier to the Customer that are intended solely to support the practical, technical, or operational use of the Products and/or Services. This includes, without limitation, installation instructions, system requirements, user guides, operational workflows, branding and publicity guidelines, and other related procedural content. For the avoidance of doubt, Documentation does not form part of, and shall not modify, override, or supplement, the commercial terms agreed between the Parties in the Order Form or in any subsequent written amendments, including but not limited to terms relating to pricing, payment, or contract duration.
2.18 “Duration”:
The period of time stipulated in the Order Form.
2.19 “Effective Date”:
The date specified in the Order Form.
2.20 “Expenses”
Costs and out-of-pocket expenses incurred by Supplier and/or its representative (including subcontractors) when performing Services, including, without limitation, travel, accommodation, communication, shipping & delivery costs, and subsistence.
2.21 “Fees”
Any costs which are payable by the Customer under the Order Form, SOW, or other agreement between the Parties governed by these Conditions. Fees are either One Off Fees or Recurring Fees, and do not include Expenses by default. All Fees are presented exclusive of any Tax. Only Tax values specified in the official Invoice will apply.
2.22 “Incident”:
An unplanned interruption to an IT (Information Technology) system or service or a material reduction in the quality of such systems or services, as may be managed under the Incident management processes outlined in the Documentation.
2.23 “Invoice”:
A formal written statement for payment issued by the Supplier or an Affiliate to the Customer specifying the current Fees, payment obligations, and any adjustments related to Access Rights, Licences, Subscriptions, Expenses, or Services (including Professional Services). The Invoice may specify any applicable Tax (unless the Customer has properly provided an exemption certificate—the Supplier is not liable for any failures of the Customer to properly evidence if they are exempt from Tax).
2.24 “Law”:
Any law, legislation, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives, or requirements of any regulatory body with which the Customer and/or Supplier is bound to comply.
2.25 “Maintenance and Support”:
2.25.1 Means the provision of technical assistance, error correction, updates, and related services by the Supplier to maintain the operation, availability, and functionality of the Product or Services, as further described in the Documentation or applicable support policy. Maintenance and Support includes:
2.25.1.1 Access to issue reporting and technical troubleshooting resources.
2.25.1.2 Delivery of patches, updates, or minor enhancements to the supported Version of the Product.
2.25.1.3 Commercially reasonable efforts to resolve Incident in accordance with the applicable support tier or service level (if any) agreed in the Order Form.
2.25.2 Unless otherwise specified in the Order Form, Maintenance and Support does not include:
2.25.2.1 Major Version upgrades requiring a separate licence or commercial arrangement.
2.25.2.2 Support for Customer-created modifications or third-party integrations not authorised in writing by the Supplier.
2.25.2.3 On-site services, or Professional Services, unless separately agreed in a duly executed SOW between the Parties.
2.26 “Minimum Term”:
The shortest duration for which the Conditions are in full force and effect, and may not be terminated, subject to §19 (Term, Auto-Renewal, & Termination). Unless stated otherwise in the Order Form, this period means a period of twelve (12) Months from the Effective Date, or the anniversary of the Effective Date in subsequent renewals if applicable.
2.27 “Month”:
A period beginning on the calendar day specified in the Order Form as Effective Date and ending on the day before the corresponding calendar day in the following month.
2.28 “Monthly”:
Recurring obligations or events occurring once per calendar month, calculated from the Effective Date or subsequent monthly anniversaries, or as may apply to a particular event specified in an SOW (such as, but not limited to, a specified cadence for reporting, meeting, et cetera).
2.29 “Order Form”:
A document specifying the Products or Services to be provided under these Conditions, including pricing, quantities, and specific terms. References to an Order Form also include variations such as Quotes (legacy) or fully executed purchase orders duly signed by both the Parties in writing (excluding, any unilaterally signed purchase orders (or equivalent) issued by the Customer that have not been duly countersigned by the Supplier’s binding representative, with all such documents explicitly rejected).
2.30 “Party”:
The legally recognised individual or entity who enters into these Conditions and is bound by its terms, for which, the term “Parties” refers to all such individuals or entities collectively. As, by default, shall be specified in the Order Form.
2.31 “Prerequisites”:
The minimum specification for technology requirements, which the Customer must fulfil in order to be able to Use a Product and/or Service. Prerequisites may include, without limitation, networks and connectivity, end-user devices and/or local servers, operating systems, or databases. Such applicable Prerequisites are described in the relevant Documentation.
2.32 “Product(s)”:
The software(s) purchased by the Customer under the Order Form, including On-Premise (§1.1.1) and SaaS (§1.1.2) offerings, or combinations of both (§1.1.3), and related modules, add-ons, or other software related features.
2.33 “Private Sector”
A privately owned entity that operates for profit and is not classified as Public Sector under §2.35. This includes, but is not limited to:
2.33.1 Private Businesses:
Organisations engaged in commercial, industrial, or professional activities, including:
2.33.1.1 Corporations, limited liability companies (LLCs), partnerships, and sole traders registered under applicable commercial Laws.
2.33.1.2 Privately held businesses that are not government-funded, government-controlled, or subject to public procurement regulations.
2.33.1.3 Private educational institutions that are not publicly funded or subject to public procurement rules.
2.33.1.4 Non-governmental organisations (NGOs) and non-profits, unless they are substantially funded, controlled, or regulated as Public Sector entities.
2.33.2 Private Consumers:
Individuals acquiring the Product or Services for personal, non-commercial use, provided they:
2.33.2.1 Are not purchasing on behalf of a business or governmental entity.
2.33.2.2 Are subject to consumer protection laws, including withdrawal and refund rights, which do not apply to Private Businesses (§2.33.1) or Public Sector Customers (§2.35).
2.34 “Professional Services”:
Specialised services provided by the Supplier, including setup, implementation, training, consultancy, or customisation, as may be described in a duly executed SOW between the Parties, and in accordance with Exhibit A.
2.35 “Public Sector”
Any entity that is:
2.35.1 For United States:
A federal, state, or local government agency, department, or authority, including but not limited to executive agencies, legislative bodies, judiciary branches, government-owned corporations, and public educational institutions. This includes entities subject to the Federal Acquisition Regulations (FAR), Defense Federal Acquisition Regulation Supplement (DFARS), or other relevant public procurement regulations.
2.35.2 For United Kingdom:
A government department, non-departmental public body (NDPB), local authority, regulatory agency, government-owned corporation, or public sector organisation, including entities subject to the UK Public Contracts Regulations 2015, Utilities Contracts Regulations 2016, and Freedom of Information Act 2000 (FOIA).
2.35.3 For European Union:
Any national, regional, or local government authority, public institution, agency, or publicly funded organisation within the European Economic Area (EEA), including EU institutions, municipal councils, and bodies governed by public law, subject to EU procurement directives (e.g., Directive 2014/24/EU on public procurement).
2.35.4 For Canada:
Any federal, provincial, territorial, or municipal government entity, including departments, agencies, Crown corporations, public health authorities, and publicly funded educational institutions. This includes entities subject to Canadian public procurement laws (e.g. CFTA, CETA, AIT), federal or provincial contracting frameworks, and access to information or privacy legislation (e.g. Access to Information Act, Privacy Act).
2.35.5 For India:
Entities subject to the General Financial Rules 2017 (GFR 2017), Public Procurement (Preference to Make in India) Order 2017, Defence Procurement Procedure (DPP), Central Vigilance Commission (CVC) Guidelines, and any state-specific procurement laws applicable to government contracts, public sector undertakings (PSUs), and autonomous government bodies.
2.35.6 For Australia:
Entities subject to the Public Governance, Performance and Accountability Act 2013 (PGPA Act), Commonwealth Procurement Rules (CPRs), and applicable state procurement laws.
2.35.7 For New Zealand:
Entities subject to the Government Procurement Act 1988, Government Procurement Rules (2021), State Sector Act 1988, and Crown Entities Act 2004.
2.35.8 For Asia-Pacific (APAC) General:
Any federal, state, provincial, or municipal government entity, including government-owned or controlled corporations, public universities, regulatory bodies, and other entities governed by national public procurement laws, including, but not limited to, other APAC jurisdictions, including those governed by the WTO Government Procurement Conditions (GPA), Japan’s Public Procurement Act, and Singapore’s Government Procurement Act.
2.35.9 For all other locations, this definition includes all entities recognised by the competent authorities of such jurisdiction, that are subject to public procurement rules, transparency requirements (such as freedom of information laws or reasonably similar), and special data protection obligations applicable to government bodies within that competent jurisdiction.
2.36 “SaaS”:
Meaning ‘Software as a Service, this is a service where the Customer can use the Product remotely over the internet, with the Product being hosted by a CSP and managed by Supplier (Products which are subject to SaaS will be identified in the relevant Documentation).
2.37 “SDK”:
A Software Development Kit (SDK), used by developers. It typically includes tools, libraries, documentation, and code samples that allow developers to build applications that integrate with or extend another piece of software, platform, or service. SDKs contain highly confidential proprietary or pre-release materials and must be treated as strictly confidential; unauthorised use or disclosure may result in legal or contractual liability. SDK availability and use is subject to the Developer Licence (§1.2.2.5) conditions.
2.38 “Services”:
Refers to all activities provided by or on behalf of the Supplier that are associated with the use, operation, maintenance, or support of the Product, irrespective of the method of deployment, including, but not limited to, hosting, monitoring, software updates, support, and any other related services as described in the applicable agreements (such as a SOW) or Documentation. For Public Sector Customers, the Supplier acknowledges that the provision of Services may be subject to additional security, privacy, and procurement requirements under applicable Law.
2.39 “SOW”:
Meaning Statement of Work, this is a document describing Professional Services to be provided by Supplier. A SOW will describe the scope of the Professional Services and may include, without limitation, Deliverables (defined Exhibit A §1.4.1), acceptance criteria, project plans, milestones, resource requirements, and other relevant information for the fulfilment of the Professional Services. Unless otherwise specified in the SOW, Professional Services shall be provided in accordance with Exhibit A, annexed hereto.
2.40 “Subscription”:
A right to access and Use the Product and Services in exchange for the payment of Recurring Fees. Products or Services subject to a Subscription will be identified in the relevant Documentation and Order Form. Unless specified otherwise in the Order Form, all Subscriptions are subject to Auto-Renewal (§19.2).
2.41 “Supported Version”:
A version of the Product that remains eligible for Maintenance, support, and updates as specified in the relevant Documentation. Older versions may not be covered by Maintenance or support unless otherwise agreed in writing between the Parties. ‘Version’, used alone, without the capitalised ‘Supported’ preceding, shall have the meaning specified at §2.47.
2.42 “Support Hours”:
The designated hours during which the i2 Support Desk is available to be contacted by the Customer for assistance with Incidents or Service requests. The specific Support Hours applicable to the Products or Services are outlined in the relevant Documentation or Service Level Conditions (which may be subject to additional charges for any non-standard enhanced levels, at the Supplier’s sole discretion).
2.43 “Target Resolution Time”:
The desired timeframe for resolving an Incident, determined by its assigned priority level, as specified in the Documentation or SLA (subject to any applicable additional charges).
2.44 “Tax” or “Taxes”:
Any charge, levy, duty, or fee imposed by a governmental authority, including, but not limited to, value-added tax (VAT), sales tax, goods and services tax (GST), use tax, excise tax, withholding tax, or any other similar or equivalent tax (including any reasonably assumed governing authority charge which the Supplier is legally obliged to collect from its customers in relation to the provision of Products, Services (including any Professional Services). This definition also includes any additional fees (penalties), interest, or surcharges applicable to such government authority collections.
2.45 “Term”:
This means the period commencing on the Effective Date, and refers collectively to the Duration specified in the Order Form, and any subsequent Auto-Renewals.
2.46 “Use” (including “Used”/ “Using”/ “Uses”):
The permitted utilisation of the Products and/or Services, which is at all times in accordance with the Conditions, the Additional Terms of the EULA, and the applicable licence and Access Rights granted to Customer. The term “Use” is subject to the following:
2.46.1 The term refers to the functional and practical utilisation of the Products and/or Services, as well as the associated rights of enjoyment by the Authorized Users. It encompasses the following distinctions:
2.46.1.1 Installation and Operations
The right to download, install, configure, and access the Products and/or Services on authorised devices as necessary to enable its operation in accordance with the granted licence terms on the relevant Order Form. This includes activities required to set up, maintain, and technically operate the Products and/or Services to ensure it functions as intended, such as performing installations, updates, or routine maintenance.
2.46.1.2 General Utilisation
The right to utilise the Products and/or Services for its intended purpose, including accessing and engaging with its features, functionalities, and outputs in the ordinary course of use. This refers to day-to-day use of the Products and/or Services in line with its designed purpose, without extending, modifying, or exceeding the scope of authorised activities under the applicable licence terms provided in the relevant Order Form.
2.46.1.3 Backup and Archival Copies
The right to create a reasonable number of backup or archival copies of the Products and/or Services for disaster recovery purposes, provided such copies remain dormant and are not actively used, distributed, or shared internally or externally.
2.46.2 The term explicitly prohibits:
2.46.2.1 Reproduction
Copying, duplicating, or replicating the Product, except as authorised for loading or accessing on devices (as specified in §1.2.1.6 (Technical Occurrence During Installation and Configuration).
2.46.2.2 Derivative Works
Modifying, adapting, or creating derivative works based on the Product.
2.46.2.3 Distribution
Sharing, sublicensing, leasing, or transferring the Product or its credentials without prior written consent of the Supplier.
2.47 “Version”:
Applies to identify the Product release, based on number presented as a major version (e.g. v3.0, v4.0) and, where applicable, one or more minor versions or updates (e.g. v3.1, v3.2.5) issued under that major version. Unless otherwise stated, references to a “Version” shall refer to the major version of the Product as specified in the Order Form, and shall include all minor versions, patches, and updates made available by the Supplier in respect of that identified major version.
2.48 “Workaround”:
A temporary solution provided by the Supplier to mitigate the impact of an Incident while a permanent resolution is being developed.
3.1 Applicability to Public Sector Customers
3.1.1 A Customer shall be classified as a Public Sector Customer if it meets the definition set out in §2.35 of these Conditions, including but not limited to central or local government departments, ministries, public agencies, non-departmental public bodies, publicly funded research institutions, state-owned enterprises, or any other organisation subject to public procurement laws, statutory obligations, or constitutional limitations.
3.1.2 These Conditions apply to all Customers, including those classified as Public Sector Customers. However, due to the unique legal and operational nature of Public Sector entities, certain provisions may be modified, limited, or overridden by mandatory Laws applicable to such entities, as further detailed throughout these Conditions.
3.2 Jurisdictional Laws and Regulations
Public Sector Customers are subject to various procurement laws and regulations that may impact the fulfilment of these Conditions. Public Sector Customers shall not be required to accept contractual terms that conflict with local procurement obligations. Notable examples include:
3.2.1 United States:
The Federal Acquisition Regulation (FAR) governs federal procurement processes, setting standards for acquisition planning, contract formation, and administration. Additional regulations, such as the Defense Federal Acquisition Regulation Supplement (DFARS) and state-specific procurement rules, may also apply to the extent prohibited by Law.
3.2.2 United Kingdom:
The Public Contracts Regulations 2015 and the Procurement Act 2023 regulate public procurement, emphasizing transparency, non-discrimination, and value for money. Public Sector Customers subject to these regulations may not be bound by any contractual provisions that conflict with procurement requirements to the extent prohibited by Law.
3.2.3 European Union:
The EU Public Procurement Directives, such as Directive 2014/24/EU, establish rules to ensure open and competitive procurement across member states. National procurement laws in individual EU countries may impose additional requirements to the extent permitted by Law.
3.2.4 Canada:
Canadian public procurement is governed by a combination of federal and provincial frameworks, including the Contracting Policy of the Government of Canada, the Canadian Free Trade Agreement (CFTA), and international trade agreements such as CETA. Public Sector Customers may also be subject to legislation such as the Access to Information Act and the Privacy Act, and shall not be bound by contractual terms that conflict with applicable procurement laws to the extent prohibited by Law.
3.2.5 Asia-Pacific (APAC):
Various jurisdictions have specific public procurement laws, such as Australia's Public Governance, Performance and Accountability Act 2013 and New Zealand's Government Procurement Rules (2021). Other APAC jurisdictions: WTO Government Procurement Agreement (GPA), Japan’s Public Procurement Act, and Singapore’s Government Procurement Act; all such, shall apply to the extent prohibited by Law.
3.3 Supremacy of Applicable Public Sector Law
3.3.1 In the event of any conflict between these Conditions and the applicable Laws governing a Public Sector Customer, the Public Sector’s relevant Laws shall prevail to the extent prohibited by such applicable Laws.
3.3.2 Provisions of these Conditions that are considered prohibited or restricted by such Laws shall:
3.3.2.1 Be limited or interpretated to the extent necessary to comply with the Law without requiring further action from the Public Sector Customer or the Supplier.
3.3.2.2 Remain valid and enforceable in all other respects.
3.3.2.3 The Supplier shall not impose any financial penalties, additional charges, or liability on the Public Sector Customer as a result of compliance with applicable Laws.
3.3.2.4 The Supplier acknowledges that liability for Public Sector Customers may be subject to statutory caps or limitations under applicable Law, which shall take precedence over any conflicting liability terms in these Conditions.
3.4 No Unlawful Commitments by Public Sector Representatives
3.4.1 Both Parties acknowledge and agree that no officer, employee, or authorised representative of a Public Sector Customer shall be deemed to have accepted or agreed to any provision of these Conditions that conflicts with, or purports to override, the lawful obligations, statutory limitations, or procurement requirements applicable to the Public Sector Customer.
3.4.2 The inclusion of such provisions shall be subject to the Public Sector Addendum excluding such provisions, and not be construed as a waiver or circumvention of any mandatory legal or regulatory commitments to which the Public Sector Customer is subject.
3.5 Compliance with Transparency and Ethical Standards
3.5.1 The Supplier acknowledges that Public Sector Customers may be subject to transparency, anti-corruption, and ethical standards mandated by their jurisdiction.
3.5.2 The Supplier agrees to comply with all applicable standards when engaging with Public Sector Customers, including, but not limited to:
3.5.2.1 Providing information required for public disclosure.
3.5.2.2 Adhering to ethical procurement practices.
3.5.2.3 Avoiding conflicts of interest.
3.5.3 The Supplier shall not require Public Sector Customers to enter into confidentiality agreements that would prevent disclosure required by Law.
3.5.4 Nothing in this Section shall require a Public Sector Customer to indemnify the Supplier beyond what is prohibited by Law. Any indemnity obligations shall be construed in accordance with the Public Sector Customer’s legal capacity to assume such obligations.
3.6 Audit and Access Rights
3.6.1 Public Sector Customers may have statutory rights to audit the Supplier's performance and compliance. The Supplier shall grant access to relevant records, personnel, and facilities as required by applicable Law, subject to reasonable notice when not prohibited by Law, confidentiality, and security measures.
3.6.2 These Conditions, in particular §10.4 (Audit Rights) shall not grant the Supplier any right to audit, inspect, or access the systems, premises, personnel, or records of a Public Sector Customer, except to the extent expressly required by applicable Law or regulation. Any such access shall be strictly limited to what is legally mandated and shall be subject to the Public Sector Customer’s internal security, confidentiality, and access protocols.
3.7 Public Sector Termination Rights
Notwithstanding any termination provisions in these Conditions, Public Sector Customers may have statutory and discretionary rights to terminate agreements for reasons such as non-appropriation of funds, public interest, or legal non-compliance. Such rights shall be respected in accordance with applicable Laws to the extent permitted by such Laws.
3.8 Governing Law and Dispute Resolution
3.8.1 The governing law and dispute resolution mechanisms applicable to agreements with Public Sector Customers shall be determined in accordance with their jurisdiction's requirements, notwithstanding any contrary provisions in these Conditions.
3.8.2 Where applicable, disputes involving Public Sector Customers shall be resolved in accordance with government dispute resolution procedures, including arbitration or mediation as prescribed by Law.
3.9 Sovereign Immunity
3.9.1 Nothing in these Conditions shall be construed as a waiver of any rights, immunities, or defences to which a Public Sector Customer is entitled under applicable constitutional, statutory, or common law, including sovereign immunity.
3.9.2 The Supplier acknowledges that Public Sector Customers may be restricted from submitting to foreign jurisdictions or arbitration processes not recognised by their governing Laws.
4.1 Applicability to Private Sector Customers
These Conditions apply to all Private Sector Customers that do not fall with the definition of Public Sector, as defined in §2.34, including Private Businesses (§4.2.1) and Private Consumers (§4.2.2). Certain provisions may apply differently depending on whether the Customer is acting as a business or an individual consumer.
4.2 Distinctions Between Private Businesses and Private Consumers
4.2.1 Private Businesses (If applicable)
Private Businesses operate on a commercial or for-profit basis and are subject to commercial contract law rather than consumer protection laws. Accordingly:
4.2.1.1 Contractual Commitments:
Private Businesses are legally bound by these Conditions upon acceptance and do not have statutory rights to withdraw, cancel, or receive refunds, except as explicitly provided by applicable Law, these Conditions, or in the applicable Order Form.
4.2.1.2 Liability Limitations:
Liability terms, disclaimers, and warranties under §20 (Warranty Disclaimer and Limitation of Liability) apply strictly as stated without additional consumer protections.
4.2.1.3 No Cooling-Off Period:
Unless otherwise agreed, Private Businesses expressly waive any statutory cooling-off period, where such waiver is not explicitly prohibited by Law.
4.2.1.4 Resale & Transfer Restrictions:
Private Businesses may not resell, sublicense, or transfer the Product or Services unless expressly permitted in writing by the Supplier.
4.2.2 Private Consumers (If applicable)
Private Consumers purchase the Product or Services for personal, non-commercial use and may be entitled to additional protections under consumer protection laws applicable in their jurisdiction, including:
4.2.2.1 Right to Withdraw (Cooling-Off Period)
4.2.2.1.1 If required by Law (e.g., under the UK Consumer Contracts Regulations 2013 or EU Directive 2011/83/EU), Private Consumers may have a statutory right to cancel within a specified period (e.g., 14 days) after purchase, unless an exception applies.
4.2.2.1.2 If the Private Consumer Customer consumes the Products and Services, by downloading or utilising, such Customer may not be eligible for refund to the extent prohibited by Law.
4.2.2.1.3 If the Product or Services have already been partially accessed or used, deductions may be applied to refunds to the extent not prohibited by Law.
4.2.2.1.4 The Supplier shall provide clear and accessible instructions for exercising the right to withdraw.
4.2.2.2 Refund & Warranty Rights
Private Consumers may be entitled to statutory warranties, refunds, or remedies for defective products, as provided under relevant consumer protection legislation (e.g., the UK Consumer Rights Act 2015 or EU Consumer Rights Directive).
4.2.2.3 Fair Terms & Transparency
The Supplier shall comply with laws prohibiting unfair contract terms, ensuring that these Conditions are clear, fair, and not misleading.
4.2.2.4 Governing Law & Dispute Resolution for Private Consumers
If required by applicable consumer protection laws, Private Consumers may:
4.2.2.4.1 Be entitled to legal protections that override conflicting provisions in these Conditions.
4.2.2.4.2 Bring claims in their home jurisdiction, rather than being bound by the governing law and dispute resolution provisions in §15 (Governing Law).
4.2.2.5 Exclusions for Private Consumers
The following provisions shall not apply to Private Consumers to the extent not prohibited by applicable Law:
4.2.2.5.1 Any limitations of liability that restrict statutory consumer rights.
4.2.2.5.2 Any automatic renewal terms that do not comply with consumer contract laws.
4.2.2.5.3 Any restrictions on refunds or cancellations that conflict with statutory rights.
5.1 Where the Customer is a recognised charitable organisation, non-profit institution, or an accredited educational entity, special terms may apply to the licensing and use of the Products and/or Services.
5.2 Such use shall be subject to the eligibility, restrictions, and obligations set out in Exhibit H (Charitable and Educational Use Terms).
5.3 No such use is permitted unless expressly approved in writing by the Supplier and the Customer has agreed to the terms of Exhibit H in full.
6.1 Minimum Requirements for Use
6.1.1 The Products and Services are intended solely for Use by the Customer who meets the eligibility criteria, as may be further specified in the appropriate Documentation if provided and applicable.
6.1.2 By accessing or Using the Products or Services, the Customer represents and warrants that they:
6.1.2.1 Are at least 18 years of age or the age of majority in their jurisdiction.
6.1.2.2 Have the legal capacity to enter into a binding contract with the Supplier.
6.1.2.3 Will Use the Products and Services in compliance with the Law and these Conditions.
6.2 Use by Minors
6.2.1 The Products and Services are not intended for Use by minors; under the age of 18 or the age of majority in their jurisdiction, as the case may be.
6.2.2 The Customer shall take reasonable steps to ensure that minors do not access the Products or Services and is not permitted to authorise, or otherwise allow access to, a minor to Use the Products or Services.
6.3 Restrictions on Utilisation
The following individuals or entities are expressly prohibited from using the Products or Services:
6.3.1 Any current or previous individual (active or inactive), that is known by the Customer to be suspended or otherwise prohibited from accessing the Product and/or Services by the Supplier.
6.3.2 Any entity or individual located in, or ordinarily resident in, a country or region subject to applicable trade embargoes, sanctions, or export restrictions, as further detailed in §30 Export Compliance & Sanctions).
6.3.3 Any individual or entity who intentionally provides false information during registration or knowingly materially breaches the warranties set forth in these Conditions.
6.4 Compliance with Third-Party Terms
6.4.1 The Customer acknowledges and agrees that their Use of certain Products and Services may be subject to additional third-party terms and conditions, including hardware or software usage requirements.
6.4.2 The Customer agrees to comply with such third-party terms, as further outlined in §24.5 (Third-Party Software).
6.4.3 The Supplier shall ensure that any third-party terms affecting the Customer’s Use are clearly communicated in advance and do not impose undisclosed obligations on the Customer.
6.4.4 Public Sector Customers shall not be required to accept third-party terms that conflict with their statutory obligations or procurement requirements.
6.5 Supplier’s Right to Verify Eligibility
6.5.1 The Supplier reserves the right to request evidence of eligibility or compliance with these Conditions at any time. However, such verification shall be conducted reasonably and shall not unduly interfere with the Customer’s lawful Use of the Products or Services.
6.5.2 Failure to provide such evidence upon reasonable notice may result in Account Suspension (§2.2) or termination of the Customer’s access to the Products and/or Services as detailed in §19.4 (Termination Rights).
6.5.3 The Supplier shall not suspend or terminate access without first providing an opportunity for the Customer to remedy any alleged non-compliance, except where required to do so by Law.
7.1 In the event of any inconsistency, ambiguity, or conflict between the constituent contractual documents, the following order of precedence shall apply to resolve the discrepancy, with a descending hierarchy:
7.1.1 The Invoice, but solely in respect of:
7.1.1.1 Pricing and Fees (including Recurring Fees, One-Off Fees, and Fee Adjustments).
7.1.1.2 Tax treatment and amounts (including VAT, GST, or withholding tax details).
7.1.1.3 Expenses and authorised charges (as applicable under the relevant SOW or Order Form).
7.1.2 The Order Form, which governs the scope of Products and Services, deployment model, quantity, duration, specific licence type, and any bespoke commercial or operational terms.
7.1.3 These Conditions, which contain the general and default legal position and operational framework applicable to all engagements.
7.1.4 Any applicable Statement of Work (SOW), governing specific services, milestones, deliverables, and resourcing.
7.1.5 The supporting Documentation, as such may inform on the practical and operational use of the Products and/or Services (including technical specifications, installation guidance, and support procedures). For clarity, Documentation is included in the hierarchy solely to support the interpretation of how the Products and/or Services are to be used or implemented in practice. It shall not override, modify, or be construed as amending any commercial, legal, or contractual obligations set out in the documents listed in clauses 7.1.1 to 7.1.4 above.
8.1 Customer Responsibility for Access
8.1.1 The Customer is solely responsible for obtaining and maintaining the equipment, internet connection, and other resources necessary to access and Use the Products and Services. The Supplier shall provide clear minimum technical requirements to ensure compatibility before purchase or contract execution.
8.1.2 The Supplier does not guarantee compatibility with all devices or internet providers and shall not be liable for any limitations or disruptions caused by the Customer’s equipment or connectivity (if applicable) unless such incompatibility arises from a failure to disclose technical prerequisites in advance.
8.2 Access Costs
8.2.1 All costs and expenses incurred in accessing and using the Products and Services, including, but not limited to, internet charges, data fees, and hardware expenses, are the sole responsibility of the Customer.
8.2.2 The Supplier shall not reimburse the Customer for any such costs or expenses and the Customer shall ensure performance of their technology infrastructure to support the functionality of the Product and/or Services.
8.3 Service Availability
8.3.1 The Supplier shall use commercially reasonable efforts to ensure that the Products and Services remain available, but does not guarantee that the Products and Services will be available in all regions or accessible from all devices. Additional guarantees may require additional charges to fulfil beyond the standard provided in any provided pricing estimates.
8.3.2 To the extent not prohibited by Law, the Supplier reserves the right to modify or restrict access to the Product and Services in certain jurisdictions to comply with applicable Laws, technical limitations, or other considerations. In such cases, the Supplier shall provide reasonable notice, as feasible and permitted by Law, and ensure that any material restrictions do not unduly affect the Customer’s rights or usage, in accordance with §30 (Export Compliance & Sanctions).
8.4 Limited Access During Maintenance
8.4.1 To address technical and infrastructure issues, the Supplier may perform scheduled or emergency maintenance on the Product and Services, which may temporarily limit or suspend access.
8.4.2 Where feasible, the Supplier will provide advance notice of such interruptions but shall not be held liable for any resulting inconvenience, loss, or damage.
8.5 Third-Party Costs
The Customer acknowledges that using certain Products and Services may require interaction with third-party providers (e.g., telecommunications providers, software licensors). Any costs imposed by such third parties are the Customer's sole responsibility, and the Supplier assumes no liability for such costs or related actions.
8.6 Additional Features or Services
8.6.1 Certain Product features or additional services (including Professional Services) offered by the Supplier may be subject to separate fees, as specified in an Order Form or supplementary agreements (such as an SOW).
8.6.2 The Customer’s access to such features or services is contingent on availability, payment of applicable Fees, and compliance with any specialised terms provided by the Supplier.
9.1 Scope of Opt-Out Rights
9.1.1 Subject to this §9, the Customer may exercise opt-out rights in respect of certain discretionary features or obligations under these Conditions, including:
9.1.1.1 Auto-Renewal of the Term (§9.6).
9.1.1.2 Receipt of marketing communications and non-essential telemetry data processing (§9.8).
9.1.1.3 Use of Customer feedback in product development (§9.9).
9.1.1.4 Objection to new Sub-Processors (§9.10).
9.2 Method of Exercising Opt-Out
9.2.1 Opt-out notices must:
9.2.1.1 Be submitted in writing.
9.2.1.2 Identify the relevant opt-out category by the titles provided at §9.6, §9.7, §9.8, and/or §9.9.
9.2.1.3 Clearly state the Customer’s intention to opt out.
9.2.1.4 Include the subject or heading: “Legal Notice: Opt-Out Request”.
9.2.1.5 Comply with §31 (Notices and Communication).
9.2.2 Email is an accepted form of notice, subject to confirmation of receipt under §31.3.4.
9.3 Effect of Opt-Out
9.3.1 An opt-out becomes effective upon written confirmation by the Supplier (including in the form of an email), subject to any processing time, technical limitations, or applicable legal restrictions.
9.3.2 The opt-out does not apply retroactively unless expressly agreed, and does not affect rights or obligations accrued prior to the opt-out becoming effective.
9.3.3 If the Supplier does not confirm the opt-out or raise any objections within twenty (20) Business Days of receiving the Customer’s notice, the opt-out shall be deemed effective on the following Business Day, unless delayed by force majeure or legal constraints as evidenced by the Supplier.
9.4 Revocation of Opt-Out
9.4.1 The Customer may revoke an opt-out by providing a further written notice to the Supplier.
9.4.2 The Supplier shall reinstate the Customer’s participation or access within a reasonable timeframe, subject to technical feasibility and operational constraints.
9.5 General Limitations
9.5.1 Opt-out rights apply only as permitted by Law, technical feasibility, and the terms of these Conditions.
9.5.2 Opting out may restrict access to certain features, services, or operational benefits, and the Supplier will not be liable for any such reduced functionality.
9.6 Specific Opt-Out: Auto-Renewal
9.6.1 The Customer may opt out of Auto-Renewal by giving written notice to the Supplier (“Auto-Renewal Opt-Out Notice”).
9.6.2 The Auto-Renewal Opt-Out Notice must be received on or before sixty (60) calendar days prior to the current years’ anniversary of the Effective Date (“Final Opt-out Date”), and in accordance with §31 (Notices and Communications).
9.6.3 Failure to provide proper notice before the Final Opt-out Date shall result in automatic renewal for a further Minimum Term as described in §2.5 (Auto-Renewal).
9.6.4 If the Customer is a Public Sector Customer (§2.35), Auto-Renewal shall only apply where expressly stated in the Order Form or otherwise confirmed in writing by such Customer.
9.7 Specific Opt-Out: Marketing Communications and Telemetry
9.7.1 The Customer may opt-out of:
9.7.1.1 Receiving non-essential marketing, promotional, or product update communications.
9.7.1.2 Participation in non-essential telemetry data collection or analytics (excluding anonymised or aggregated technical data used for security, performance, or compliance purposes).
9.7.2 The Supplier shall implement such opt-outs within a reasonable timeframe after receipt of the written notice.
9.8 Specific Opt-Out: Feedback for Product Development
9.8.1 Unless otherwise agreed, Customer Feedback (as defined at §11.1) may be used to improve or enhance the Supplier’s Products or Services.
9.8.2 The Customer may opt-out of the Supplier using its Feedback for such purposes by written notice.
9.9 Specific Opt-Out: Objection to New Sub-Processors
9.9.1 If the Customer is subject to the Data Processing terms in §17, the Customer may object to the appointment of a new Sub-Processor on reasonable grounds relating to data protection or regulatory risk, by providing written notice within ten (10) calendar days of the Supplier’s notice.
9.9.2 If no such objection is received within the ten (10) calendar day objection period, the Customer shall be deemed to have accepted the Sub-Processor change.
9.9.3 If a reasonable objection is raised and not resolved through good faith negotiation, the Customer may opt-out by terminating the affected portion of the Product and/or Services with thirty (30) Business Days’ written notice, without further liability.
9.10 Specific Opt-Out: Name and Logo Use
9.10.1 The Customer may, at any time, opt out of the Supplier’s right to use the Customer’s name and/or logo for marketing, publicity, or reference purposes, by providing written notice to the Supplier.
9.10.2 Upon receipt of such notice, the Supplier shall promptly cease any future use of the Customer’s name or logo in public-facing materials, except:
9.10.2.1 Where such use is required by applicable Law or regulatory obligation.
9.10.2.2 Where materials have already been publicly disclosed or distributed prior to receipt of the opt-out notice.
9.10.3 If the Customer is a Public Sector Customer, no use of the name, logo, or insignia shall be permitted unless explicitly authorised in writing by an authorised representative and in compliance with any applicable Laws, procurement regulations, or internal policy.
10.1 The Customer’s Access Rights to the Product and Services are granted in accordance with §1 (Overview of Deployment and Licence Models), and as further detailed in the applicable Order Form and otherwise in accordance with these Conditions.
10.2 Restrictions
The Customer shall not, and shall not permit any third party to, Use the Product or Services beyond the granted Access Rights, except as required to comply with applicable Law and subject to prior written notice to the Supplier. Prohibited activities are set out in:
10.2.1 §1.2.1.3 (General Licence Restrictions).
10.2.2 §2.45 (Use).
10.2.3 §9.4 (Audit Rights).
10.3 Ownership and Retention of Rights
10.3.1 All Intellectual Property Rights in the Product and Services, including enhancements, updates, or modifications, remain the exclusive property of the Supplier or its licensors.
10.3.2 The Customer’s Access Rights are strictly limited to those granted in these Conditions and the applicable Order Form; no additional rights, title, or interest are transferred or implied.
10.3.3 The Supplier reserves the right to monitor the Customer’s Use of the Product and Services to verify compliance. Unauthorised use, or reasonably suspected misuse, may result in immediate Account Suspension or termination of Access Rights under §19.
10.4 Audit Rights
10.4.1 Right to Audit
10.4.1.1 The Supplier may conduct audits (including remote and on-site audits) of the Customer’s use of the Product, including any licensed software, SDK, or related materials, to verify compliance with these Conditions.
10.4.1.2 The Supplier shall provide thirty (30) Business Days’ notice, except where non-compliance is suspected, in which case, notice may be waived entirely or shortened based on a reasonable and proportionate evaluation of the circumstances.
10.4.2 Scope of Audit
Audits may include, but are not limited to:
10.4.2.1 Reviewing records, systems, and processes related to the installation, access, and Use of the Product.
10.4.2.2 Verifying the number of Authorised Users (§2.1), granted Access Rights (§2.2), and adherence to the applicable Deployment Model (§1.1), and Licence Models & Specific Licence Grants (§1.2).
10.4.2.3 Inspecting security measures and compliance with §17 (Privacy and Data Processing) and §18 (Confidentiality).
10.4.2.4 Any other reasonable and proportionate means necessary to assess compliance with these Conditions.
10.4.3 Audit Process
10.4.3.1 Customer Cooperation:
The Customer shall provide the Supplier (or its designated auditor) with reasonable access to relevant systems, records, and personnel necessary to complete the audit.
10.4.3.2 Confidentiality:
Any information obtained during the audit shall be treated as Confidential Information in accordance with §18 (Confidentiality).
10.4.4 Non-Compliance & Consequences
If an audit reveals that the Customer has exceeded its licensed Access Rights or has otherwise failed to comply with these Conditions:
10.4.4.1 The Supplier may require the Customer to immediately purchase additional licences or subscriptions at the Supplier’s then-current rates.
10.4.4.2 The Supplier may suspend or terminate the Customer’s Access Rights under §19 (Term, Auto-Renewal, & Termination).
10.4.4.3 The Customer shall reimburse the Supplier for reasonable audit costs if non-compliance exceeds 5% of licensed Use or if unauthorised use (misuse) is discovered.
10.4.4.4 The Supplier reserves the right to pursue legal or equitable remedies, including injunctive relief or damages.
10.4.5 Ongoing Compliance Certification
At the Supplier’s request, the Customer shall provide a compliance certification (as a statement of fact), signed by an Authorised Representative, confirming adherence to the applicable Licence Model and these Conditions.
10.5 Public Sector Audit Exemption
For Public Sector Customers (§2.35), §10.4 (Audit Rights) shall not apply to the extent prohibited by Law or as may be mutually agreed in writing between the Parties.
11.1 The Supplier may use any feedback, suggestions, or recommendations, whether provided in writing or verbally (“Feedback”), and as may otherwise be provided by the Customer for any purpose, without obligation.
11.2 The Customer grants, the Supplier a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence (with the right to sublicense) to use, reproduce, display, perform, modify, distribute, and otherwise exploit the Feedback for any purpose, including but not limited to the development, improvement, and marketing of the Supplier’s Products or Services.
12.1 Certain Products or Services may involve or require Third-Party Materials, which are subject to their respective terms.
12.2 The Supplier assumes no responsibility for the performance or functionality of Third-Party Materials beyond the specifications provided in the Documentation.
Additional Terms
13.1 Applicability
This §13 applies to all acquisitions of the Product or related Services by or on behalf of the United States Federal Government, including any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the U.S. Federal government.
13.2 Compliance with Federal Regulations
13.2.1 The Product and related Documentation are “Commercial Products” as defined at 48 C.F.R §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as used in 48 C.F.R §12.212 (for civilian agencies) and 48 C.F.R §§227.7202-1 through 227.7202-4 (for Department of Defense agencies).
13.2.2 The Product is licensed to U.S. Government end users:
13.2.2.1 Only as Commercial Products.
13.2.2.2 With only the rights granted to all other end users under these Conditions.
13.3 Limitations and Notices
13.3.1 Any provisions inconsistent with federal procurement regulations or other federal law are unenforceable against the U.S. Government.
13.3.2 Unpublished rights are reserved under the copyright laws of the United States.
13.3.3 The Customer shall not remove or deface any restricted rights or legal notices appearing in the Product.
13.3.4 This Conditions (including the Order Form and /or and applicable SOW) do not grant the Customer any rights to distribute the Product or related materials to the U.S. Government beyond what is expressly provided herein.
If the Customer engages the Supplier for Training, participation in a Certification Programme, or the provision of Professional Services, such engagements shall be governed as follows:
14.1 Training and Professional Services shall be governed by Exhibit A, unless specified otherwise in the Order Form or applicable SOW.
14.2 Certification Programme shall be governed by Exhibit D.
15.1 Law and Jurisdiction
15.1.1 These Conditions, and any disputes arising out of or in connection with them (including non-contractual claims), shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Customer’s Address on the Order Form (“Customer Jurisdiction”), which is at all times, as circumstances may change, be subject to this §15 to ensure that such jurisdiction meets internationally recognised standards for commercial dispute resolution.
15.1.2 Global Standard for Jurisdictional Assessment
15.1.2.1 For the purposes of this §15, whether a Customer Jurisdiction meets internationally recognised standards for commercial dispute resolution shall be assessed using a reasonable and objective standard, taking into account relevant guidance and precedent from globally recognised authorities, including, but not limited to, the Hague Conference on Private International Law, UNCITRAL, and the World Bank Doing Business indicators. The assessment may also consider equivalence principles developed in case law such as Schrems II (CJEU, 2020) and other relevant jurisprudence addressing the rule of law, judicial independence, and enforceability of legal rights.
15.1.2.2 The jurisdictional assessment must meet such standards as:
15.1.2.2.1 Has an independent and functioning judiciary.
15.1.2.2.2 Provides for the fair and enforceable resolution of commercial disputes.
15.1.2.2.3 Permits recognition and enforcement of contractual obligations and foreign judgments.
15.1.2.2.4 Ensures due process and procedural fairness.
15.1.2.2.5 Is not subject to international sanctions or embargoes that would preclude effective dispute resolution.
15.1.3 Where the Customer is a Public Sector entity (including central or local government bodies, agencies, or other public institutions), the governing law and jurisdiction of the Customer Jurisdiction shall apply for compliance with statutory, constitutional, or public policy requirements, unless the criteria in §15.1.2 are not met.
15.1.4 If the Customer Jurisdiction does not meet the standards in §15.1.2, the governing law and jurisdiction shall default to those of the Supplier’s Address jurisdiction, without regard to conflict of laws principles.
15.1.5 Each Party irrevocably submits to the exclusive jurisdiction and venue of the courts as determined under this §15.
15.2 Dispute Resolution Before Litigation
Before initiating any formal legal proceedings, the Parties agree to attempt in good faith to resolve disputes informally within thirty (30) Business Days following written notice of the dispute.
15.3 Exceptions for Certain Claims
Notwithstanding the above, claims relating to Intellectual Property Rights or unauthorised disclosure of Confidential Information may be brought in any court of competent jurisdiction, irrespective of the governing law and jurisdiction provisions in this §15.
15.4 Prescriptive Period Limitations
Unless otherwise prohibited by Law, any claims arising under these Conditions must be brought within two (2) years of the date the cause of action accrued, unless a shorter limitation period applies under applicable Law.
16.1 CSP Compliance
The applicability of this §16 depends on the Deployment Model selected by the Customer in the Order Form or Documentation, as defined in §1:
16.1.1 For On-Premise Deployment
Where the Product(s) are installed on the Customer’s IT infrastructure or devices under a Licence, CSP-related terms do not apply, unless explicitly stated in the Order Form or Documentation.
16.1.2 For SaaS Deployment
Where the Product(s) are accessed remotely via the internet, hosted and managed by the Supplier or a designated CSP under a Subscription, the following provisions of this section shall apply.
16.1.3 For Hybrid Deployment
Where the Product(s) incorporate both On-Premise and SaaS functionalities, CSP-related provisions apply only to the components accessed remotely via the internet.
16.2 Compliance with CSP Terms
16.2.1 For SaaS and Hybrid Deployments, the Customer acknowledges and agrees that their use of CSP services is subject to the CSP’s applicable terms and conditions as applicable and specified in Exhibit C.
16.2.2 These terms, which may change periodically, form part of this Conditions to the extent that they govern the use of the CSP services.
16.2.3 The Customer is responsible for reviewing and complying with the latest CSP terms, available on the CSP’s official website.
16.2.4 The Supplier will not engage in any form of negotiation with any CSP provider. The terms and conditions of the CSP apply without reservation.
16.3 Supplier’s Responsibilities and CSP Security
The Supplier maintains reasonable security, privacy, and operational standards in managing CSP services. However, the Supplier does not control, and shall not be liable for, any security breaches, data loss, service interruptions, or policy changes implemented by the CSP.
16.4 CSP Service Limitations and Availability Risks
16.4.1 If applicable, cloud-based services may experience performance variations, service disruptions, or other limitations beyond the Supplier’s control.
16.4.2 The Supplier makes no warranties regarding uninterrupted availability of CSP services and shall not be responsible for any loss or damages arising from CSP-related issues.
16.5 Changes to CSP Providers
16.5.1 The Supplier reserves the right to modify, replace, or add CSP providers to ensure service continuity and operational efficiency.
16.5.2 The Supplier will provide reasonable notice of material CSP changes that may substantially impact the Customer’s Use of the Product(s).
16.6 Assistance with CSP Issues
The Supplier will provide reasonable support for CSP-related issues affecting the Product(s) under an active Subscription. However, the Supplier is not responsible for resolving disputes between the Customer and any CSP nor for enforcing the CSP’s obligations to the Customer.
16.7 Integration with CSP Services
16.7.1 Some functionalities of SaaS (§1.1.2) or Hybrid (§1.1.3) deployments may require integration with CSP services.
16.7.2 The Supplier shall not be liable for any loss of functionality, degraded performance, or incompatibility issues resulting from CSP changes, third-party updates, or external infrastructure modifications.
16.7.3 The standard pricing is based on the standard CSP practices provided in this §16, and any additional assurances required by the Customer, will require adjustment to the pricing to allow for the additional responsibilities beyond the standard.
17.1 Unless explicitly stated in the Order Form, and subject to a separate Data Processing Agreement (“DPA”), this §17 shall operate as the default mechanism to ensure data privacy compliance with the increasing mobility of subjects across jurisdictions.
17.2 This section outlines the roles, responsibilities, and obligations of the Parties regarding the collection, Processing (defined below), and protection of Personal Data (defined below), ensuring compliance with applicable data protection laws across jurisdictions.
17.3 All other terms in this section, have the meanings assigned to them under the applicable Data Protection Laws (defined below) unless otherwise specified.
17.4 In the event of any conflict between the definitions herein, and the definitions applied in the relevant Data Protection Laws, the definitions in the Data Protection Laws shall prevail.
17.5 Data Processing Specific Definitions
17.5.1 “Data Protection Laws”:
All applicable data protection and privacy laws, including the General Data Protection Regulation (“GDPR”), UK GDPR, California Consumer Privacy Act (“CCPA”), and other regional, federal, or state laws relevant to the competent jurisdictions (§14.1.2) where Customer Data is Processed.
17.5.2 “Controller”:
Means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; where the purposes and means of such Processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.
17.5.3 “Processor”:
Means the natural or legal person, public authority, agency or other body which, alone or jointly with others performs any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
17.5.4 “Personal Data”:
Means any information relating to a Data Subject (defined below), for which an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
17.5.5 “Processing” or “Process”:
Means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
17.5.6 “Data Subject”:
An identified or identifiable natural person to whom the Personal Data relates.
17.5.7 “Sub-processor”:
Any third party appointed by the Supplier, as a ‘Processor’, involved in the Processing of Personal Data on behalf of the Customer, as ‘Controller’.
17.5.8 “Standard Contractual Clauses” (“SCCs”):
The standard clauses adopted by the European Commission or UK Information Commissioner’s Office for international data transfers.
17.6 Roles and Responsibilities
17.6.1 Customer Role and Responsibilities
17.6.1.1 The Customer acts as the data Controller.
17.6.1.2 The Customer determines the purposes and means of processing Customer provided Personal Data.
17.6.1.3 The Customer acknowledges that the Processing of Personal Data is required to perform the Services outlined in these Conditions.
17.6.1.4 The Customer shall assist the Supplier, as far as possible, in fulfilling the obligations to respond to requests from Data Subjects, including requests for access, rectification, erasure, restriction, data portability, and objection.
17.6.1.5 The Customer warrants that:
17.6.1.5.1 All Customer provided Personal Data shared with the Supplier complies with applicable Data Protection Laws.
17.6.1.5.2 Necessary consents and notices have been obtained and provided to Data Subjects for the collection, Processing, and transfer of Personal Data.
17.6.1.5.3 Any changes to lawful bases or consents will be promptly communicated to the Supplier.
17.6.2 Supplier Role and Responsibilities
17.6.2.1 The Supplier acts as the Processor.
17.6.2.2 The Supplier acknowledges that the Processing of Personal Data shall be solely as instructed by the Customer unless otherwise agreed under these Conditions as required to provide the Products and Services.
17.6.2.3 The Supplier may process Customer Data for legal or regulatory compliance, and reserves the right to notify the Customer if any instructions infringe applicable Data Protection Laws.
17.6.2.4 The Supplier shall:
17.6.2.4.1 Process Personal Data only on documented instructions from the Customer and as set forth in these Conditions.
17.6.2.4.2 Ensure its employees are subject to confidentiality obligations.
17.6.2.4.3 Not use the Personal Data for any purpose other than as instructed by the Customer.
17.6.3 The Parties acknowledge their respective obligations under applicable Data Protection Laws, including but not limited to:
17.6.3.1 UK General Data Protection Regulation (UK GDPR).
17.6.3.2 EU General Data Protection Regulation (EU GDPR).
17.6.3.3 United States laws:
17.6.3.3.1 Shall include the California Consumer Privacy Act (CCPA) and state equivalents.
17.6.3.3.2 Where a US State lacks an applicable legal framework for privacy and data protection, the Parties agree to adopt the roles, responsibilities, and principles outlined in the CCPA to ensure appropriate understanding and compliance.
17.6.3.4 APAC regulations, such as the Australian Privacy Act 1988, Singapore’s PDPA, and Japan’s APPI.
17.6.3.5 Due to the inexorable nature of GDPR (or UK GDPR), all instances involving a UK or EU citizens shall comply with GDPR.
17.7 Collection and Processing of Customer provided Personal Data
The Supplier may collect and process Customer provided data, including Personal Data, for the following purposes:
17.7.1 Delivering, maintaining, and improving the Products and Services.
17.7.2 Complying with legal and contractual obligations.
17.7.3 Anonymising and aggregating data for analytics, product improvement, and feature development, provided such use does not identify the Customer or any individual Data Subject.
17.8 Data Security
As appropriate to the territory, in accordance with §14 (Governing Law), the Supplier shall implement and maintain appropriate technical and organisational measures, including encryption, access controls, and regular security assessments, as required by GDPR Articles 32-34 and similar provisions under other applicable Data Protection Laws, to protect Customer data, including Personal Data, against unauthorised access, loss, or disclosure.
17.9 Sub-processors and Third-Party Disclosures
17.9.1 Customer provides a general consent for Supplier to engage onward Sub-processors in the Processing of Personal Data without Customer’s prior consent, provided that Supplier has entered into an agreement with the Sub-processor containing data protection obligations that are as restrictive as the obligations under this §17 (Privacy and Data Processing), to the extent applicable to the services provided by the Sub-processor.
17.9.2 Within ten (10) Business Days of receiving a notification from Supplier to Customer of any changes in its use of Sub-processors during the Term, Customer shall notify Supplier of any objections to such additional or different Sub-processors.
17.9.3 The Customer’s rights to object to the appointment of a new Sub-Processor are governed by §8.10 (Specific Opt-Out: Objection to New Sub-Processors).
17.9.4 Customer acknowledges and agrees that Supplier may engage such Sub-processors as Supplier determines are reasonably appropriate for the Processing of Personal Data under these Conditions, in accordance with §17.9.2.
17.9.5 Customer hereby consents to the processing of Personal Data by, and the disclosure and transfer of Personal Data to, the Sub-processors listed on Exhibit C.
17.9.6 Disclosure of Customer Data to third parties is limited to:
17.9.6.1 Compliance with legal obligations, such as court orders or regulatory requirements.
17.9.6.2 Preventing fraud, security threats, or unlawful activity.
17.9.6.3 Explicit Customer authorisation.
17.10 International Data Transfers
Transfers of Personal Data outside the EEA, UK, US or other jurisdictions will comply with applicable Data Protection Laws, including use of Standard Contractual Clauses (“SCCs”) or other approved mechanisms.
17.11 Data Subject Rights
17.11.1 The Supplier shall assist the Customer in responding to Data Subject requests within the timeframe required under applicable Data Protection Laws.
17.11.2 Where requests are excessive, repetitive, or unfounded, the Supplier may charge reasonable administrative costs.
17.12 Duration and Data Retention
17.12.1 The Supplier will retain Customer Data, including Personal Data, only as long as necessary to fulfil the purposes of these Conditions or comply with legal obligations under the applicable Data Protection Laws.
17.12.2 Upon termination, Customer Data and Personal Data will be securely deleted or anonymised unless retention is required by Law or mutually agreed.
17.12.3 The Processing shall continue for the Term of the agreement between the Parties under these Conditions, unless otherwise specified in the Order Form.
17.13 Breach Notification
In the event of a Personal Data Breach, the Supplier shall notify the Customer without undue delay, providing:
17.13.1 A description of the breach and its likely impact.
17.13.2 Categories and volume of affected data.
17.13.3 Actions taken to mitigate harm and prevent recurrence.
17.14 Audits and Compliance
The Supplier shall:
17.14.1 Provide documentation or third-party certifications demonstrating compliance.
17.14.2 Allow Customer-initiated audits upon 30 calendar days’ notice, conducted no more than once per year unless legally required, and at the Customer’s expense unless non-compliance is found.
17.14.3 Cooperate with audits, provided confidentiality and normal business operations are preserved.
17.15 Data Processing Indemnification
Each Party shall indemnify the other for claims, liabilities, damages, or costs arising from its respective failure to comply with Data Protection Laws.
17.16 Survival
The obligations under this §17 shall survive termination or expiration of these Conditions as necessary to comply with applicable laws or enforceable commitments.
18.1 Purpose and Scope
18.1.1 In connection with these Conditions, either Party may disclose (“Discloser”) or make available to the other Party (“Recipient”) certain information, in any form, that is or would reasonably be considered to be confidential in nature.
18.1.2 For the purposes of these Conditions, “Confidential Information” means any information, regardless of format or medium, that is disclosed or made available by or on behalf of the Discloser to the Recipient and that:
18.1.2.1 Is marked or identified as confidential at the time of disclosure.
18.1.2.2 Is disclosed in circumstances that would reasonably indicate confidentiality.
18.1.2.3 Would, by its nature, be understood by a reasonable person to be confidential.
18.1.3 Confidential Information includes, without limitation:
18.1.3.1 Business plans, strategies, forecasts, and financial information.
18.1.3.2 Software, source code, product designs, technical documentation, and system architecture.
18.1.3.3 Customer lists, supplier information, pricing, proposals, and commercial arrangements.
18.1.3.4 Employee, contractor, or personnel data (excluding Personal Data governed separately under §17).
18.1.3.5 Proprietary methodologies, specifications, algorithms, and know-how; and
18.1.3.6 Any information the Discloser receives from third parties which is subject to an obligation of confidentiality.
18.1.4 This §18 applies to all Confidential Information disclosed in written, oral, visual, electronic, or any other form, and whether disclosed directly or indirectly, intentionally or unintentionally.
18.1.5 Confidential Information does not include any information that the Recipient can demonstrate:
18.1.5.1 Was already lawfully known to it without restriction prior to disclosure by the Discloser.
18.1.5.2 Was lawfully disclosed to it by a third party without breach of any confidentiality obligation.
18.1.5.3 Is or becomes publicly available through no fault of the Recipient.
18.1.5.4 Was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
18.2 Permitted Use of Confidential Information
18.2.1 The Recipient shall only use the Discloser’s Confidential Information to the extent necessary for the performance of its obligations or exercise of its rights under these Conditions, and for no other purpose.
18.2.2 The Customer may use the Supplier’s Confidential Information solely for its internal business purposes in connection with use of the Product and/or Services as permitted by these Conditions.
18.2.3 The Supplier may use the Customer’s Confidential Information solely for its internal business purposes, including to deliver, install, support, maintain, or improve the Product or Services, and as otherwise permitted under these Conditions.
18.3 Protection of Confidential Information
18.3.1 The Recipient shall apply at least the same level of care in protecting the Discloser’s Confidential Information as it applies to its own confidential information of a similar nature, and in any event shall use no less than reasonable efforts to:
18.3.1.1 Prevent unauthorised access, reproduction, use, or disclosure.
18.3.1.2 Maintain the confidentiality, integrity, and security of the Confidential Information.
18.3.2 The Recipient acknowledges that all Confidential Information remains the exclusive property of the Discloser (and/or its licensors or Affiliates), and is of significant commercial value.
18.3.3 No licence or transfer of intellectual property or other proprietary rights is granted by disclosure of Confidential Information.
18.4 Permitted Disclosures and Exceptions
18.4.1 The Recipient may disclose the Discloser’s Confidential Information to its employees, Affiliates, professional advisors, or subcontractors only to the extent necessary to perform its obligations or exercise its rights under these Conditions, provided that:
18.4.1.1 Such recipients are bound by written confidentiality obligations no less protective than those set out in this §18.
18.4.1.2 The Recipient remains fully liable for any unauthorised use or disclosure by such recipients.
18.4.2 If the Recipient is legally required to disclose Confidential Information under applicable law, regulation, or a court or regulatory authority order, it shall:
18.4.2.1 Promptly notify the Discloser in writing (to the extent permitted by law).
18.4.2.2 Cooperate with the Discloser in seeking a protective order or other appropriate remedy.
18.4.2.3 Disclose only the minimum amount of Confidential Information required to comply with such legal obligation.
18.5 Notification of Breach
The Recipient shall promptly notify the Discloser upon becoming aware of any actual or suspected unauthorised use or disclosure of the Discloser’s Confidential Information, and shall cooperate fully with the Discloser to mitigate the effects of such breach and to prevent recurrence.
18.6 Return or Destruction
Upon written request by the Discloser, the Recipient shall:
18.6.1 Return or destroy all Confidential Information of the Discloser in its possession or control, including all copies and extracts; and
18.6.2 Confirm in writing that such return or destruction has occurred, save that the Recipient may retain copies for legal, regulatory, or archival purposes in accordance with its standard backup policies, provided such retained copies remain subject to this §18.
18.7 Survival
The obligations set out in this §18 shall survive the termination or expiry of these Conditions for a period of five (5) years, or such longer period as required by applicable law or regulatory obligation.
19.1 Commencement and Duration
19.1.1 These Conditions shall commence on the Effective Date and shall remain in force for the Term (§2.45 (Term)).
19.1.2 Where no Duration is specified in the applicable Order Form, SOW, or otherwise agreed, these Conditions shall remain in force for a default Minimum Term of twelve (12) months from the Effective Date, or a subsequent anniversary, as an Auto-Renewal.
19.2 Auto-Renewal
19.2.1 Unless otherwise stated in the Order Form, upon expiry of the Duration, these Conditions shall automatically renew for successive periods of twelve (12) months (each an Auto-Renewal), unless either Party provides written notice of non-renewal in accordance with §18.3 below.
19.2.2 Each Auto-Renewal shall commence on the day immediately following the then current Effective Date anniversary, and continue for a subsequent Minimum Term, unless specified otherwise in the Order Form.
19.2.3 Where the Order Form specifies a multi-year Duration (e.g., 24, 36, or 60 months), the Conditions shall remain in effect for the full stated Duration, and thereafter renew automatically on an annual Minimum Term basis as above.
19.2.4 For the avoidance of doubt, Auto-Renewal shall apply at the end of the initial Duration and each subsequent Minimum Term unless properly terminated under §18.3.
19.3 Notice of Non-Renewal (Opt-Out)
Non-renewal notice shall be in accordance with §8.6 (Specific Opt-Out: Auto-Renewal), unless specified otherwise in the Order Form or applicable SOW.
19.4 Termination Rights
19.4.1 Termination For Convenience
Either Party may terminate these Conditions by providing a valid Notice in accordance with §31. Early termination for convenience is permitted within an active Term, but is subject to §26 (Refund Policy).
19.4.2 Termination for Cause
Either Party may terminate these Conditions immediately upon written notice if the other Party:
19.4.2.1 Materially breaches any provision of the Conditions and fails to cure such breach within thirty (30) calendar days of the written notice provided in accordance with §27.
19.4.2.2 Becomes insolvent or subject to administration, liquidation, or analogous proceedings.
19.4.3 Termination by Supplier (Special Grounds)
The Supplier may terminate these Conditions or suspend access to the Products or Services immediately upon written notice if the Customer breaches §5 (Access and Licence Grant) or §13 (Privacy and Data Processing), or if required to do so by applicable Law or court/authority order.
19.5 Effects of Termination
Upon the termination for any reason, on the effective date of such termination:
19.5.1 All granted access rights and licences shall immediately cease, unless such rights have been granted in accordance with §1.1.1 (On-Premise (Local-install) Deployment), or bundled within §1.1.3 (Hybrid Deployment), and for the avoidance of doubt, only those access rights and licences granted for §1.1.1 deployments will remain perpetual.
19.5.2 The Customer shall stop using all Products and Services, and return or securely destroy all Confidential Information and Documentation in accordance with §17 (Confidentiality).
19.5.3 All unpaid Fees and Expenses accrued up to the effective termination date shall become immediately due and payable.
19.5.4 Provisions intended to survive shall remain in effect, including but not limited to: §8 (Audit Rights), §13 (Privacy), §14 (Confidentiality), §16.5 (Customer Data), §19 (Liability), §20 (Indemnities).
19.6 Customer Data Handling
19.6.1 Upon written request within thirty (30) calendar days of the termination date, the Supplier shall make available to the Customer a copy of Customer Data held.
19.6.2 Thereafter, the Supplier shall, subject to applicable laws and retention policies, delete or return such Customer Data. Any retained data shall remain protected under §13.
19.7 Transition Support
If requested by the Customer in writing before the termination date, the Supplier may (at its discretion) provide reasonable transition assistance. Such services shall:
19.7.1 Be subject to a separate SOW.
19.7.2 Be chargeable at the prevailing rates, unless otherwise agreed in writing between the Parties.
20.1 Warranty Disclaimer
20.1.1 "As-Is" Basis
20.1.1.1 Unless the Supplier has provided ‘made to order’ Professional Services under a valid SOW, the Products are considered ‘off the shelf’ (standard), and therefore, may not fulfil the Customer’s exact requirements. As such, the standard Products and Services are provided on an ‘as-is’ and ‘as-available’ basis, and it is the Customer’s responsibility to determine if they are suitable for their specific purposes.
20.1.1.2 To the fullest extent not prohibited by Law, the Supplier expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from trade usage, course of dealing, or course of performance.
20.1.2 No Guarantee of Performance
The Supplier does not warrant that the Products or Services will be uninterrupted, error-free, secure, or free from defects, nor does it guarantee that any defects will be corrected.
20.1.3 Third-Party Materials
The Supplier makes no warranties or representations regarding any Third-Party Materials or services integrated with or accessed through the Products or Services.
20.2 Limitation of Liability
20.2.1 Exclusion of Certain Damages
To the fullest extent permitted by applicable Law, the Supplier shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or business interruption, arising out of or in connection with these Conditions, the Products, or the Services, even if the Supplier has been advised of the possibility of such damages.
20.2.2 Cap on Liability
The Supplier’s total cumulative liability under this Conditions, regardless of the cause of action, shall not exceed the total fees paid by the Customer to the Supplier for the Products and Services under this Conditions during the twelve (12) months preceding the claim.
20.2.3 Allocation of Risk
20.2.3.1 The Parties acknowledge and agree that the limitations of liability set forth in this §19 are an essential basis of the bargain and reflect an equitable allocation of risk between the Parties to ensure lower costs for both Parties.
20.2.3.2 All fees and expenses have been costed at the industry standard allocation for fee-to-risk allocation, and the Supplier reserves the right to make adjustments to the fees and expense if disproportionate risk is required.
20.3 Exclusions from Limitation
The limitations of liability set forth in §19.2 shall not apply to:
20.3.1 Liability arising from the Supplier’s gross negligence, wilful misconduct, or fraud.
20.3.2 Claims for death or personal injury caused by the Supplier’s negligence.
20.3.3 Any other liability that cannot be excluded or limited by applicable Law.
20.3.4 Private Consumer Rights Exceptions (If Applicable):
20.3.4.1 Nothing in these Conditions shall exclude or limit the Supplier’s liability to the extent such exclusion or limitation is prohibited by applicable Law to Private Consumers (§2.33.2). This includes, without limitation:
20.3.4.1.1 Liability for death or personal injury caused by the Supplier’s negligence (such as, for illustration, negligence under the Unfair Contract Terms Act 1977 in the United Kingdom).
20.3.4.1.2 Liability for fraud or fraudulent misrepresentation.
20.3.4.1.3 Liability arising under any applicable consumer protection or product liability legislation (such as, for illustration, under section 7 of the Consumer Protection Act 1987).
20.3.4.1.4 Liability that cannot lawfully be excluded under applicable statutory or regulatory provisions under Law.
20.3.4.2 If the Customer is a Private Consumer (as specified at §2.33.2, and as otherwise defined under applicable Law as the prevailing definition), these Conditions shall not affect any mandatory rights granted to such consumers that cannot be excluded or limited by contract.
20.4 Customer Indemnity
The Customer agrees to indemnify, defend, and hold harmless the Supplier and its Affiliates against any claims, losses, or damages arising from the Customer’s breach of these Conditions, misuse of the Products or Services, including but not limited to claims related to Intellectual Property Rights infringement or violations of applicable Laws.
20.5 SaaS Contracts (with a CSP Involved) (If Applicable)
Specifically for SaaS deployments (in part or in full), the CSP is responsible for:
20.5.1 Their information security measures.
20.5.2 Service levels and associated credits.
20.5.3 Business continuity and disaster recovery plans.
20.5.4 Data backup and restoration tools.
20.5.5 Returning Customer Data on contract termination or expiry.
20.6 Force Majeure
The Supplier shall not be liable for any failure or delay in performance of its obligations under this Conditions caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, government actions, or internet or utility outages, as further detailed in §25 (Force Majeure).
20.7 Survival
The provisions of this §17 shall survive the termination or expiration of this Conditions, ensuring that the limitations and disclaimers of liability related to the Products and Services continue to apply.
21.1 Indemnification by the Customer
The Customer agrees to indemnify, defend, and hold harmless the Supplier, its Affiliates, and their respective officers, directors, employees, agents, and contractors (the "Supplier Indemnitees") from and against any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable legal fees, arising out of or related to:
21.1.1 The Customer’s or its Authorised Users’ breach of thes Conditions, including violations of Access Rights or Use restrictions as outlined in §2.32.
21.1.2 Any claims arising from Customer Data, including allegations of Intellectual Property Rights infringement, privacy violations, or misuse of data.
21.1.3 The Customer’s or its Authorised Users’ negligent acts, omissions, or wilful misconduct in connection with their use of the Products or Services.
21.1.4 Any violation of applicable Laws, rules, or regulations by the Customer or its Authorised Users.
21.2 Public Sector Exception (If Applicable)
21.2.1 Notwithstanding any other provision in this §20, where the Customer is a Public Sector entity (§2.35), the indemnification obligations set out in §20.1 shall not apply to the extent that such obligations are prohibited by Law.
21.2.2 In such cases, the Customer shall instead be responsible for cooperating in good faith to resolve any third-party claims arising under §20.1, and shall use reasonable efforts, within its legal and policy constraints, to mitigate any harm or loss suffered by the Supplier Indemnitees.
21.2.3 This §20.2 shall not relieve the Customer of liability for any proven breaches of these Conditions or unlawful acts, and nothing in this §20 shall be interpreted to waive or limit the Supplier’s rights or remedies under applicable Law.
21.3 Indemnification by the Supplier
The Supplier agrees to indemnify, defend, and hold harmless the Customer, its Affiliates, and their respective officers, directors, employees, agents, and contractors (the "Customer Indemnitees") from and against all direct: claims, liabilities, losses, damages, costs, and expenses, including reasonable legal fees, all of which can be demonstrated as being directly arising out of:
21.3.1 The Supplier’s infringement of a third party’s Intellectual Property Rights in connection with the Products or Services, provided the Products or Services are used in accordance with this Conditions and the Documentation.
21.3.2 The Supplier’s gross negligence, wilful misconduct, or fraudulent activities.
21.3.3 Breaches of applicable data protection laws directly attributable to the Supplier’s actions or omissions.
21.4 Indemnification Process
21.4.1 Notification
The indemnified Party (the "Indemnitee") shall promptly notify the indemnifying Party (the "Indemnitor") in writing of any claim for which indemnification is sought. Failure to provide timely notice shall not relieve the Indemnitor of its obligations under this §20, except to the extent that such delay prejudices the Indemnitor’s ability to defend the claim.
21.4.2 Control of Defence
The Indemnitor shall have sole control over the defence and settlement of the claim, provided that any settlement that imposes non-monetary obligations or any reputational harm on the Indemnitee requires the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed.
21.4.3 Cooperation
The Indemnitee shall cooperate with the Indemnitor in defending the claim and provide all reasonably requested information and assistance.
21.5 Exclusions
The Supplier’s indemnification obligations under §20 shall not apply to claims arising from:
21.5.1 The Customer’s modification of the Products or Services without the Supplier’s prior written consent;
21.5.2 The Customer’s use of the Products or Services in combination with third-party products, services, or systems not specified in the Documentation; or
21.5.3 The Customer’s use of the Products or Services in a manner not authorized by these Conditions or the Documentation.
21.6 Sole Remedy
The indemnification remedies set forth in this §21 constitute the Indemnitee’s sole and exclusive remedy for third-party claims.
22.1 Responsibility for Risk
The Customer assumes all risk of loss, theft, or damage to the Products or any Customer Data resulting from:
22.1.1 The Customer’s failure to comply with the Prerequisites outlined in the Documentation;
22.1.2 Use of the Products in a manner not authorized by these Conditions or inconsistent with the Documentation;
22.1.3 Unauthorized access to or misuse of the Products by the Customer, its Authorised Users, or third parties acting on the Customer’s behalf; or
22.1.4 Events beyond the Supplier’s control, including, but not limited to, cyberattacks, hardware malfunctions, or other incidents of Force Majeure as defined in §19.
22.2 Digital Products and Services
For SaaS and other digital Products or Services, the Supplier shall not be responsible for loss of Customer Data unless such loss is directly caused by the Supplier’s gross negligence or willful misconduct. The Supplier shall not be liable for:
22.2.1 Losses resulting from the Customer’s failure to maintain proper backups of Customer Data, except where backup services are explicitly provided by the Supplier under the terms of this Conditions;
22.2.2 Losses attributable to third-party systems or integrations not managed by the Supplier.
22.3 Delivery of Products
22.3.1 In the case of physical Products, risk of loss or damage passes to the Customer upon delivery to the Customer’s designated location, unless otherwise specified in the Order Form or Documentation.
22.3.2 The Customer is responsible for inspecting the Products upon receipt and promptly notifying the Supplier of any defects.
22.4 Supplier’s Limited Liability
The Supplier’s liability for any loss or damage arising under this §14 is limited to:
22.4.1 Repair or replacement of defective physical Products if notified within the applicable warranty period; or
22.4.2 Reimbursement of reasonable costs directly related to the loss or damage, subject to the limitations of liability outlined in §12 (Warranty Disclaimer and Limitation of Liability).
22.4.3 Risk Mitigation Measures
The Customer is responsible for implementing appropriate measures to mitigate risks associated with the use of the Products, including, but not limited to:
22.4.3.1 Maintaining updated security systems and firewalls;
22.4.3.2 Limiting access to Authorised Users in accordance with the Access Rights granted under this Conditions;
22.4.3.3 Conducting regular backups of Customer Data, unless otherwise provided for by the Supplier under this Conditions.
22.5 Force Majeure Events
The Supplier shall not be liable for any loss or damage to the Products or Services resulting from Force Majeure events as defined in §23, including, but not limited to, natural disasters, internet outages, or other events outside the Supplier’s reasonable control.
23.1 Use of Customer Name and Logo
23.1.1 The Customer grants the Supplier a non-exclusive, worldwide, royalty-free licence to use the Customer’s name and logo in the Supplier’s customer lists, websites, pitch materials, and marketing collateral solely for the purpose of identifying the Customer as a user of the Products and/or Services.
23.1.2 This licence shall be limited to factual references only and shall not imply endorsement or sponsorship unless separately agreed in writing between the Parties.
23.1.3 Where the Customer is a Public Sector Customer, any such use shall be subject to applicable Laws, regulations, and internal policies. The Supplier agrees not to use any name, emblem, insignia, or logo of a Public Sector Customer without the prior written consent of an authorised representative.
23.2 Opt-Out Mechanism
The Customer may opt out of this §23 in accordance with §9 (Opt-out Rights).
24.1 Right to Modify
The Supplier reserves the right to update or modify these Conditions, including any incorporated Documentation, policies, or terms, to reflect:
24.1.1 Changes in applicable laws, regulations, or standards;
24.1.2 Enhancements, updates, or modifications to the Products or Services; or
24.1.3 Changes in the Supplier’s business practices or operational requirements.
24.2 Notification of Changes
24.2.1 The Supplier shall provide the Customer with reasonable notice of material changes to this Conditions. Such notice may be delivered through:
24.2.1.1 Direct communication, including email or in-product notifications; or
24.2.1.2 Updates posted to the Supplier’s website or other accessible locations.
24.2.2 Material changes shall become effective no sooner than thirty (30) days after notice is provided, unless otherwise required by Law or necessary to address urgent legal or security requirements.
24.3 Customer’s Acceptance of Changes
24.3.1 Continued use of the Products or Services after changes take effect constitutes the Customer’s acceptance of the revised terms.
24.3.2 If the Customer does not agree to the changes, the Customer must notify the Supplier in writing within the thirty (30) calendar days’ notice period and may terminate the Conditions as per §[Termination].
24.4 Non-Material Changes
Non-material changes, such as minor clarifications or updates to references and URLs, may be made by the Supplier without advance notice to the Customer. These updates shall take effect upon publication.
24.5 Documentation Updates
24.5.1 The Supplier may update the Documentation periodically to reflect improvements, updates, or best practices associated with the Products or Services.
24.5.2 Such updates shall be binding on the Customer provided they do not materially alter the Customer’s obligations or Access Rights.
24.6 Conflict with Previous Versions
In the event of a conflict between this Conditions and any previous versions, the most recent version shall prevail.
24.7 Survival of Terms
Any provisions of this Conditions that are expressly or by implication intended to survive updates or changes shall remain in effect, including but not limited to §12 (Warranty Disclaimer and Limitation of Liability), and §13 (Indemnification).
25.1 Supplier Ownership
25.1.1 The Supplier, its Affiliates, and licensors retain all right, title, and interest in and to the Products, Services, and Documentation, including all associated Intellectual Property Rights.
25.1.2 No ownership or other interest in the Products, Services, or Intellectual Property Rights is transferred to the Customer under these Conditions, except for the Access Rights expressly granted in §2.1.
25.2 Customer Ownership of Data
25.2.1 The Customer retains all right, title, and interest in and to the Customer Data.
25.2.2 The Supplier shall only process Customer Data as necessary to provide the Products and Services or as otherwise agreed under these Conditions and in accordance with §26 (Date Processing and Privacy).
25.3 Feedback
If the Customer or its Authorized Users provide the Supplier with Feedback, the Supplier shall have the perpetual, irrevocable, royalty-free right to use, modify, distribute, and incorporate such Feedback into its Products, Services, or business practices without obligation or attribution to the Customer or its Authorized Users.
25.4 Reservation of Rights
Except as expressly provided in this Conditions, no license or other rights, express or implied, are granted to the Customer under any Intellectual Property Rights owned or controlled by the Supplier, its Affiliates, or licensors.
25.5 Third-Party Software
25.5.1 Certain Products or Services may include or require the use of Third-Party Software.
25.5.2 Such software is governed by the applicable EULA or terms and conditions provided by the third-party owner.
25.5.3 The Supplier makes no representations or warranties regarding Third-Party Software and disclaims liability for any claims arising from its use.
25.6 Restrictions on Use
The Customer shall not, and shall ensure that its Authorised Users do not:
25.6.1 Modify, copy, or create derivative works based on the Products, Services, or Documentation.
25.6.2 Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Products, except as permitted by applicable law.
25.6.3 Remove, alter, or obscure any copyright, trademark, or other proprietary notices affixed to or contained in the Products or Documentation.
25.6.4 Use the Products or Services in violation of applicable laws, including but not limited to Intellectual Property Rights laws.
25.7 Supplier's Background IPRs
25.7.1 The Supplier retains all rights to its Background IPRs, including Intellectual Property Rights created independently of these Conditions.
25.7.2 Any modifications, enhancements, or updates to the Products or Services made during the term of these Conditions shall remain the sole property of the Supplier.
25.8 Ownership of Customisations
Unless explicitly agreed otherwise in writing, any Customisations developed for the Customer as part of any Professional Services shall be owned by the Supplier and licensed to the Customer under the same terms as the underlying Products, unless otherwise specified in the Order Form or applicable SOW.
25.9 Survival
The provisions of this §21 shall survive the termination or expiration of this Conditions to ensure the continued protection of the Supplier’s Intellectual Property Rights and the Customer’s ownership of Customer Data.
26.1 Integration with Third-Party Services
The Products or Services provided under these Conditions may integrate with or require the use of Third-Party Services, including Third-Party Software, platforms, or systems not owned or controlled by the Supplier. The Customer acknowledges that:
26.1.1 Such Third-Party Services are subject to their own terms and conditions, including applicable End User License Agreement (EULAs).
26.1.2 The Supplier makes no representations or warranties regarding Third-Party Services and assumes no responsibility for their availability, performance, security, or compliance with applicable Laws.
26.2 Customer Responsibility for Third-Party Services
26.2.1 The Customer is solely responsible for reviewing, understanding, and complying with the terms governing the Use of Third-Party Services integrated with the Products.
26.2.2 Any issues arising from the Customer’s use of such services shall be resolved directly between the Customer and the third-party provider.
26.3 Changes to Third-Party Services
26.3.1 The Supplier reserves the right to update, modify, or discontinue integrations with Third-Party Services at any time.
26.3.2 If a third-party provider makes changes that affect the Products, the Supplier will use reasonable efforts to notify the Customer of such changes.
26.3.3 The Supplier shall not be liable for any interruptions, errors, or limitations resulting from modifications to Third-Party Services.
26.4 Third-Party Software License Requirements
26.4.1 Certain Products or Services may require the Customer to enter into a separate license agreement with the third-party owner of Third-Party Software.
26.4.2 The Customer’s failure to comply with such requirements may result in limitations or suspension of the Customer’s Access Rights under these Conditions.
26.5 No Endorsement or Liability
26.5.1 The inclusion of Third-Party Services in or alongside the Products does not imply endorsement by the Supplier.
26.5.2 The Supplier disclaims all liability for any loss, damage, or claims arising from the use of Third-Party Services.
26.6 Indemnification for Third-Party Use
The Customer agrees to indemnify and hold the Supplier harmless from any claims, damages, or losses arising from the Customer’s breach of third-party terms or improper use of Third-Party Services.
26.7 Survival
The provisions of this §19 shall survive the termination or expiration of this Conditions to the extent necessary to address obligations related to Third-Party Services.
27.1 Payment Obligations
27.1.1 The Customer agrees to pay all Fees and Expenses as specified in the applicable Order Form, Invoice, or SOW in accordance with these Conditions.
27.1.2 Payment shall be made in the currency and via the method indicated in the Order Form or Invoice, without deduction, set-off, or withholding, except as required by Law.
27.1.3 If the Customer has provided a payment method authorising the Supplier or its designated payment processor to charge the Customer’s payment method for all Fees and Expenses due, the Customer agrees to keep account and payment information current, complete, and accurate.
27.2 Payment Terms
27.2.1 Due Date:
Unless otherwise specified in the Order Form or Invoice, all payments are due within thirty (30) calendar days from the Invoice issue date.
27.2.2 Late Payments:
27.2.2.1 Late payments may incur interest at the lesser of one and a half percent (1.5%) per month or the highest rate permitted by Law, calculated from the due date until payment is received.
27.2.2.2 The Supplier reserves the right to suspend Access Rights or Services under §2.2 (Account Suspension) until overdue amounts are paid in full.
27.3 Recurring Fees and Adjustments
27.3.1 Recurring Fees for Subscriptions or other Services are payable in advance for each billing cycle as specified in the Order Form.
27.3.2 For agreements subject to Auto-Renewal, Fees for the Auto-Renewal will be billed in accordance with the agreed payment method unless otherwise agreed in writing between the Parties.
27.3.3 Unless otherwise stated in the Order Form, the Supplier reserves the right to adjust Fees and reoccurring expenses on a yearly basis unless specified otherwise in the Order Form. at the end of the DurationMinimum Period or any Renewal Term, upon providing the Customer with at least ninety (90) days’ written notice. Adjusted Fees shall apply beginning with the next billing cycle following the notice period.
27.3.4 The Supplier reserves the right to increase Fees for Auto-Renewal agreements by a percentage increase in the applicable local consumer price index over the preceding twelve (12) months, plus a percentage mark-up determined at the Supplier’s discretion.
27.4 Suspension and Debt Recovery for Non-Payment
27.4.1 If Fees and Expenses remain unpaid for thirty (30) days beyond the due date, they may accrue interest at 0.049% per overdue day (annual rate of 17.89%) or the maximum permitted by Law, whichever is higher.
27.4.2 If Fees and Expenses remain unpaid for sixty (60) days beyond the due date, the Supplier may suspend the Customer’s Access Rights and cease providing Services. The Supplier may issue a warning notice, and if payment is not received within the specified period, the Supplier may suspend all access without further notice.
27.4.3 In addition to any other remedies, the Supplier may reclaim debt recovery costs in accordance with statutory provisions and/or charge statutory interest, accruing daily until full payment is received.
27.5 Expenses
27.5.1 The Customer shall reimburse the Supplier for reasonable out-of-pocket Expenses incurred in connection with the provision of Professional Services, as specified in the applicable Order Form or the applicable SOW.
27.5.2 Such Expenses may include, but are not limited to, travel, accommodation, subsistence, and communication costs, and are subject to Exhibit A, the applicable Order Form, and the applicable SOW.
27.6 Taxes
27.6.1 Customer Responsibility:
27.6.1.1 All Fees and Expenses are exclusive of Taxes unless otherwise stated.
27.6.1.2 The Customer is responsible for paying all applicable Taxes related to the Products and Services, including, but not limited to, VAT, sales tax, GST, use tax, excise tax, and withholding tax.
27.6.2 Tax Exemption:
27.6.2.1 If the Customer claims a tax exemption, they must provide valid exemption documentation to the Supplier before the applicable payment due date.
27.6.2.2 Failure to provide valid exemption documentation prior to Supplier actioning for payment, may result in additional administrative fees to correct for this failure.
27.6.3 Withholding Taxes:
27.6.3.1 If applicable Law requires the Customer to withhold Taxes, the Customer shall gross up the payment to ensure that the Supplier receives the full amount owed, net of any withholding.
27.6.3.2 This obligation does not apply to interest on late or deferred payments.
27.6.4 Unless explicitly stated in the Invoice, the Customer is solely responsible for paying all Taxes directly to their local tax authority.
27.7 Disputed Invoices
27.7.1 The Customer must notify the Supplier in writing of any disputed Invoice within fifteen (15) Days of receipt, specifying the nature of the dispute.
27.7.2 The undisputed portion of the Invoice shall be paid in accordance with this §20. The Parties shall work in good faith to resolve the dispute promptly.
27.8 Additional Charges for Usage-Based Services
27.8.1 If the Customer exceeds the agreed disk storage space or cloud service provider (CSP) resource limits for any cloud-based applications, the Supplier may charge for excess usage in accordance with its then-current Fees.
27.8.2 Recurring Fees for SaaS solutions based on CSP resources assume specific usage levels. The Supplier may charge the Customer for any additional CSP resources required.
27.9 Refunds
Except as expressly provided in these Conditions or required by Law, all payments made under these Conditions are final and non-refundable.
27.10 Survival
The provisions of this §23 shall survive the termination or expiration of these Conditions to the extent necessary to address payment obligations incurred prior to such termination.
28.1 The Customer has the right to withdraw from the purchase of Products and/or Services within fourteen (14) Days of the Effective Date, without giving any reason. This right of withdrawal does not apply from the moment when Customer begins the download or otherwise accesses the Product or Service.
28.2 Unless otherwise provided by Law or by a particular offer detailed explicitly in the Order Form, all purchases are final and non-refundable.
28.3 The right to refund does not extend to Products or Services that have been consumed through download or Used by the Customer in anyway, except as explicitly required by Law.
28.4 For more information or to initiate a refund request, please contact i2 Group’s Support team identified in the Documentation.
28.5 Nothing in this clause shall affect the Customer's statutory rights under applicable Law, and any other rights that cannot be lawfully excluded, or as expressly stated in these Conditions.
28.6 If the Supplier exercises its right to terminate these Conditions for convenience under §18.4.1 during an active Term, the Customer shall be entitled to a pro-rata refund of any prepaid Fees corresponding to the unused portion of the Term following the effective date of termination, provided:
28.6.1 The termination is not due to Customer breach under §18.4.2 or §18.4.3.
28.6.2 The Customer has complied with all payment obligations due up to the termination date.
28.6.3 The refund excludes any amounts attributable to one-time charges, usage-based services, or Services that have already been fully delivered or consumed.
28.7 Any eligible refund under §26.6 shall be processed within thirty (30) calendar days of the effective termination date, to the original method of payment or another method agreed in writing.
29.1 Definition of Force Majeure
For the purposes of these Conditions, "Force Majeure" refers to any event or circumstance beyond the reasonable control of a Party, which prevents or delays the performance of its obligations under this Conditions. Such events may include, but are not limited to:
29.1.1 Acts of God, natural disasters, earthquakes, hurricanes, floods, or pandemics;
29.1.2 War, armed conflict, terrorism, civil unrest, or riots;
29.1.3 Governmental actions, laws, regulations, or orders, including embargoes or trade restrictions;
29.1.4 Strikes, lockouts, labour disputes, or industrial action;
29.1.5 Cyberattacks, denial-of-service attacks, or other disruptions to the internet or IT infrastructure; and
29.1.6 Utility failures, power outages, or communication disruptions.
29.2 Effect of Force Majeure
If a Party is unable to perform its obligations under this Conditions due to a Force Majeure event:
29.2.1 The affected Party shall not be deemed to be in breach of this Conditions or liable for any delay or failure to perform, provided that:
29.2.1.1 The Party gives prompt written notice to the other Party, specifying the nature and expected duration of the Force Majeure event; and
29.2.1.2 The Party takes reasonable steps to mitigate the impact of the Force Majeure event on its performance.
29.2.2 The time for performance of the affected obligations shall be extended by a period equal to the duration of the Force Majeure event.
29.3 Exclusions
Force Majeure shall not relieve a Party of its payment obligations under this Conditions, including Fees and Expenses, except where the Force Majeure event directly prevents the payment from being made.
29.4 Right to Terminate
If the Force Majeure event continues for a period exceeding thirty (30) consecutive calendar days, either Party may terminate these Conditions upon written notice clearly detailing the event and consequences to the other Party. In such case:
29.4.1 The Customer shall pay all Fees and Expenses accrued up to the date of termination.
29.4.2 The Parties shall be relieved of further obligations under this Conditions, except for those that expressly survive termination.
29.5 No Liability for Third-Party Failures
The Supplier shall not be liable for delays or failures caused by Third-Party Service Providers, CSPs, or other external vendors affected by Force Majeure events, as described in §17.
29.6 Mitigation Obligations
The affected Party shall use commercially reasonable efforts to:
29.6.1 Overcome the Force Majeure event; and
29.6.2 Resume performance of its obligations as soon as reasonably practicable.
29.7 Survival of Obligations
The provisions of this §25 shall survive the termination or expiration of this Conditions to the extent necessary to address any ongoing impacts of a Force Majeure event.
30.1 Acknowledgment of Irreparable Harm
The Customer acknowledges that any breach or threatened breach of the provisions of this Conditions related to Confidential Information, Intellectual Property Rights, or Use restrictions may cause irreparable harm to the Supplier for which monetary damages may not be an adequate remedy.
30.2 Right to Seek Equitable Relief
In the event of such a breach or threatened breach, the Supplier shall have the right to seek immediate equitable remedies, including but not limited to temporary restraining orders, preliminary injunctions, and permanent injunctions, in addition to any other rights and remedies available at law or in equity, without the need to post a bond or other security.
30.3 No Waiver of Rights
The availability of equitable remedies under this §24 shall not preclude the Supplier from pursuing other legal remedies, including claims for damages or specific performance, to enforce its rights under this Conditions.
30.4 Survival of Obligations
The provisions of this §24 shall survive the termination or expiration of this Conditions, ensuring that the Supplier retains the ability to seek equitable relief for breaches occurring during or after the term of these Conditions.
30.5 Customer's Obligations
The Customer agrees to indemnify and hold the Supplier harmless from any damages, losses, or costs arising from their breach of obligations related to Confidential Information, Intellectual Property Rights, or Use restrictions, as further outlined in §13 (Indemnification) and §16 (Ownership and Intellectual Property Rights).
30.6 Non-Exclusive Remedy
The equitable remedies provided in this §20 are cumulative and non-exclusive, and the exercise of one remedy shall not preclude the Supplier from pursuing additional remedies, whether at law or in equity.
31.1 Compliance with Export Laws
31.1.1 The Products, Services, and related technologies provided under this Conditions may be subject to export control and economic sanctions laws, regulations, and rules of the United States, the United Kingdom, the European Union, and other applicable jurisdictions (collectively, "Export Laws").
31.1.2 The Customer agrees to comply fully with all applicable Export Laws in connection with its access to and Use of the Products and Services.
31.2 Restrictions on Use and Access
The Customer warrants and represents that it, its Affiliates, and its Authorized Users:
31.2.1 Are not located in, under the control of, or ordinarily resident in a jurisdiction subject to comprehensive trade embargoes or economic sanctions, as may be amended from time to time with updates on such status;
31.2.2 Are not designated on any restricted parties list, including but not limited to the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of Commerce’s Denied Persons List, or any equivalent lists maintained by other jurisdictions;
31.2.3 Will not Use the Products or Services for any prohibited purpose under Export Laws, including the development of nuclear, chemical, or biological weapons, or missile technology; and
31.2.4 Will not re-export, transfer, or provide access to the Products or Services to any restricted party or jurisdiction without obtaining prior written authorization from the relevant authorities and the Supplier.
31.3 Supplier’s Right to Suspend or Terminate
The Supplier reserves the right to suspend or terminate access to the Products or Services if it reasonably determines that the Customer’s use is in violation of Export Laws.
31.4 Customer Obligations
The Customer shall:
31.4.1 Immediately notify the Supplier if it becomes subject to any restriction under Export Laws that could affect its performance under this Conditions; and
31.4.2 Indemnify, defend, and hold harmless the Supplier from any claims, damages, or losses arising from the Customer’s failure to comply with Export Laws.
31.5 Survival of Obligations
The obligations under this §29 shall survive the termination or expiration of this Conditions to ensure ongoing compliance with Export Laws.
32.1 Form of Notices
All notices, requests, consents, or other communications required or permitted under these Conditions (collectively, "Notices") shall be in writing and delivered by one of the following methods:
32.1.1 Personal delivery.
32.1.2 Courier service with proof of delivery.
32.1.3 Certified or registered mail, postage prepaid, with return receipt requested.
32.1.4 Electronic mail (email), provided that the email includes a confirmation of receipt.
32.2 Address for Notices
The Addresses provided in the Order Form as applicable to the Supplier and Customer shall be used as the chosen location to address all such notices, unless otherwise agreed by the Parties in accordance with §31.4.
32.3 Deemed Received
Notices shall be deemed received:
32.3.1 On the date of delivery, if delivered personally or by courier.
32.3.2 On the fifth (5th) business day after mailing, if sent by certified or registered mail.
32.3.3 On the date of successful transmission, if sent by email during the recipient’s localised Business Hours, or on the next business day if sent outside of Business Hours.
32.4 Updates to Contact Information
32.4.1 Supplier and Customer Contact Information may be subsequently updated by written notice to the other Party from time to time.
32.4.2 Each Party is responsible for providing the other Party with updated contact information as necessary to ensure proper receipt of Notices.
32.4.3 Failure to update Contact Information may result in the Notice being deemed undeliverable, without fault to the notifying Party.
32.5 Routine Communications
Routine communications, such as operational updates or general inquiries related to the Products or Services, may be sent via email or other electronic means and do not require formal notice under this §31.
32.6 Opt-out Notices
Opt-out notices under §9 must comply with the requirements in this §30, and email notices are subject to confirmation of receipt.
32.7 Legal Notices Identification
Notices related to termination, material breach, indemnification claims, or other legal matters must be explicitly identified as ‘Legal Notice’ and comply with the formal requirements outlined in this §31.
32.8 Language of Notices
All Notices must be in the English language, and in accordance with §32.10.1.
32.9 Survival
The obligations set forth in this §31 shall survive the termination or expiration of this Conditions to the extent necessary to ensure effective communication of post-termination obligations.
33.1 Entire Conditions
33.1.1 This Conditions, including the Order Form, Documentation, SOWs, and any incorporated policies or terms, constitutes the entire agreement between the Parties with respect to its subject matter.
33.1.2 It supersedes all prior agreements, understandings, or representations, whether oral or written, relating to the same.
33.2 Amendments
33.2.1 The Supplier reserves the right to modify this Conditions, including the Documentation, to reflect changes in applicable laws, business practices, or the Products and Services.
33.2.2 Material changes will be communicated to the Customer through reasonable means, including notices within the Products or Services.
33.2.3 Continued use of the Products or Services after such changes take effect constitutes acceptance of the revised Conditions.
33.2.4 Otherwise, this Conditions may not be amended or modified except by a written instrument signed by duly authorised representatives of both Parties.
33.3 Waiver
33.3.1 Failure or delay by either Party to enforce any term or condition of this Conditions shall not constitute a waiver of that term or condition, nor shall it affect the Party’s right to enforce it later.
33.3.2 Any waiver must be in writing and signed by the Party granting the waiver.
33.4 Severability
33.4.1 If any provision of these Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
33.4.2 The Parties agree to negotiate in good faith to replace the invalid provision with a valid and enforceable provision that most closely achieves the original intent.
33.5 Assignment
33.5.1 Neither Party may assign or transfer any of its rights in these Conditions, in whole or in part, without the prior written consent of the other Party.
33.5.2 Any attempted assignment in violation of this provision shall be null and void.
33.6 Independent Contractors
33.6.1 The Parties are independent contractors, and nothing in these Conditions shall create any agency, partnership, joint venture, or employment relationship between them.
33.6.2 Neither Party has authority to bind or obligate the other Party without prior written consent of the other Party.
33.7 No Third-Party Beneficiaries
33.7.1 These Conditions are intended solely for the benefit of the Parties and their respective successors and permitted assigns.
33.7.2 No other person or entity shall have any rights or remedies under this Conditions.
33.7.3 For the avoidance of doubt, to the extent prohibited by Law, the Contracts (Rights of Third Parties) Act 1999 of the United Kingdom shall not apply to these Conditions.
33.8 Survival of Obligations
Any provisions of this Conditions that by their nature are intended to survive termination or expiration, including but not limited to §s 12 (Warranty Disclaimer and Limitation of Liability), 13 (Indemnification), and 16 (Ownership and Intellectual Property Rights), shall survive such termination or expiration.
33.9 Counterparts and E-Signatures
33.9.1 These Conditions may be executed with the Order Form in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
33.9.2 Signatures delivered electronically or via facsimile shall be deemed binding for all purposes.
33.10 Language and Interpretation
33.10.1 In the event of discrepancies between any potential transcriptions/translations of these Conditions or any communications between the Parties, the English language version shall prevail.
33.10.2 Section headings are included for reference only and shall not affect the interpretation of these Conditions.
34.1 Precedence of Supplier’s Conditions
34.1.1 The Supplier’s Conditions, as incorporated by reference in the Order Form, or applicable SOW, shall apply exclusively between the Parties.
34.1.2 Any additional or conflicting terms proposed by the Customer, whether in a purchase order, acknowledgement, or other communication, shall have no effect and are expressly rejected, unless expressly agreed and signed in writing by an authorised representative of the Supplier.
34.1.3 The commencement of performance, including delivery of software, or provision of services, shall not be deemed acceptance of any such terms.
34.2 Legacy Terms and Conditions
If Supplier (or an Affiliate) and Customer (or an Affiliate) have any agreements in place prior to the Effective Date (“Legacy Conditions”) in respect of any products or services, similar to the Products and Services that Supplier and Customer agree (where applicable on behalf of their respective Affiliates who they each confirm they have authorisation to act on behalf of) to these Conditions replacing the terms and conditions governing the Legacy Conditions as of the Effective Date.
Professional Services Terms
1.1 This Exhibit A applies to all Statements of Work (“SOW(s)”) agreed between the Supplier and the Customer for the provision of Professional Services.
1.2 The specific project description, objectives, scope of work, Deliverables (defined below), milestones, fees, payment arrangements, acceptance criteria, and project assumptions shall be as specified in the applicable SOW.
1.3 In the event of conflict between this Exhibit A and the main body of the Conditions, this Exhibit A shall prevail in respect of the Professional Services only.
1.4 For the purposes of this Exhibit A, the following term shall have the meaning set out below:
1.4.1 “Deliverable(s)” means the specific outputs, work products, documentation, configurations, reports, software components, training materials, or other items to be created, developed, or provided by the Supplier as part of the Professional Services, as described in the applicable SOW. Deliverables shall:
1.4.1.1 Be provided solely for the Customer’s internal business Use.
1.4.1.2 Not be shared with third parties without the Supplier’s prior written consent.
1.4.1.3 Be subject to acceptance procedures and revision limits as set out in this Exhibit A.
1.4.1.4 Be licensed to the Customer on a non-exclusive, non-transferable basis, subject to full payment of applicable fees.
1.4.2 Unless otherwise specified in this Exhibit A, or a specified in the SOW, capitalised terms not defined in this Exhibit A shall have the meanings given in the Conditions.
2.1 The Supplier shall perform the Professional Services with reasonable skill, care and diligence, and in accordance with generally accepted industry standards.
2.2 The Supplier shall assign suitably qualified personnel to deliver the Professional Services and reserves the right to subcontract provided that it remains liable for subcontractor performance.
2.3 The Supplier shall comply with all Laws applicable to the delivery of the Professional Services.
The Customer shall:
3.1 Cooperate fully and in good faith with the Supplier, providing timely decisions, instructions, information, approvals and access to personnel, premises, equipment, systems, and data, as reasonably required.
3.2 Ensure its infrastructure and technical environment meet the Supplier’s specified minimum requirements.
3.3 Obtain and maintain all third-party software, i2 Group licences, other licences, consents, and authorisations necessary for the Supplier to perform the Professional Services.
3.4 Ensure that data provided by the Customer is accurate, complete, and lawful.
3.5 Provide such other support as may be reasonably necessary for the timely performance of the Professional Services.
4.1 The Customer and Supplier shall each appoint a project owner responsible for day-to-day oversight and coordination of the Professional Services.
4.2 The project owner(s) shall meet or otherwise communicate at agreed intervals to review progress against the project schedule.
4.3 Unless otherwise specified in writing (including in the form of an email notice), the Party’s project owner will be the Party’s contact as specified in the Order Form.
4.4 Any changes to the SOW (including scope, deliverables, assumptions, milestones, timetable, fees, or resource requirements) shall only take effect once agreed in writing by both Parties in the form of a Change Form (the equivalent to the sample form provided herein).
4.5 Any additional or conflicting terms proposed by the Customer, whether in a purchase order, acknowledgement, or other communication, shall have no effect and are expressly rejected, unless expressly agreed and signed in writing by an authorised representative of the Supplier.
4.6 Where a delay arises due to the Customer’s acts or omissions (including, but not exhaustively, any failure to provide information, infrastructure, approvals, or cooperation), the Supplier shall be entitled to:
4.6.1 An extension of time.
4.6.2 Reimbursement of additional costs reasonably incurred as a result of the delay.
5.1 Deliverables will be described in the applicable SOW.
5.2 Unless otherwise specified in the SOW:
5.2.1 The Supplier will present Deliverables for acceptance upon completion of the relevant milestones, or completion of the scope of the Professional Services.
5.2.2 The Customer shall notify the Supplier in writing within ten (10) Business Days of delivery if any Deliverables fail to materially conform to the SOW, specifying the reasons for non-acceptance.
5.2.3 In the absence of such written notification, the Deliverables shall be deemed accepted following expiry of the ten (10) Business Day period.
5.2.4 The Supplier shall have a reasonable period to rectify any notified deficiencies and re-submit the Deliverables for acceptance.
5.2.5 The Supplier will accommodate up to two (2) rounds of revisions for each Deliverable.
5.2.6 Any additional revisions beyond the second round may be subject to additional charges, to be agreed in writing between the Parties.
5.3 Deliverables may only be used in accordance with §1.4.1 Deliverables definition or as otherwise agreed by the Supplier in writing.
6.1 The Customer is responsible for ensuring that all infrastructure, including hardware, software, operating systems, and network configurations, meets Supplier’s pre-installation requirements as communicated in writing.
6.2 The Customer shall provide Supplier with secure access to all systems, facilities, and third-party licences required for installation.
6.3 If Supplier is unable to complete installation due to Customer infrastructure deficiencies or access restrictions:
6.3.1 The Supplier may charge for additional time and expenses incurred.
6.3.2 Any agreed project schedule shall be adjusted accordingly.
6.4 Supplier is responsible for ensuring that User Acceptance Testing post-installation to ensure that any issues are addressed within the ten (10) Business Days notification period.
6.5 If no issues are reported by the Customer within ten (10) Business Days following installation, the installation shall be deemed accepted.
7.1 Scope of Training
7.1.1 If applicable, the Supplier may provide training services related to the use, configuration, or implementation of the Product or Services (“Training”).
7.1.2 All Training shall be considered as a Professional Service and will be subject to such applicable terms herein unless specified otherwise in an applicable SOW, which shall specify the scope, format, duration, and fees for such Training to be valid.
7.1.3 Where Training is specified in the SOW:
7.1.3.1 The Customer shall provide appropriate facilities for on-premise Training or ensure access to conferencing platforms for online Training.
7.1.3.2 The Supplier may charge separately for travel, accommodation, and subsistence related to onsite Training, subject to the Customer’s prior written approval as specified in the applicable SOW.
7.1.3.3 The Supplier grants the Customer a non-exclusive, non-transferable licence to use all Training materials solely for internal purposes.
7.1.3.4 The Customer shall not record or distribute Training sessions or materials without the Supplier’s prior written consent.
7.2 General Training Provisions
7.2.1 Delivery Method:
Training may be delivered in person, virtually, or via self-paced materials, as agreed in the applicable SOW.
7.2.2 Participants:
Training is intended solely for the Customer’s Authorized Users, with duly allocated licences and access, and may not be recorded, reproduced, or shared without the Supplier’s prior written consent, for which the Supplier reserves the right to charge additional fees for such additional distribution, as may be detailed in the applicable SOW.
7.2.3 Customisation:
Unless otherwise agreed in the SOW, Training shall be provided in a standard format based on the Supplier’s training materials. Any customisation or tailored Training may be subject to additional fees.
7.2.4 Prerequisites:
The Customer is responsible for ensuring that attendees meet any prerequisite technical knowledge, system access, or software requirements necessary to participate in the Training.
7.2.5 Attendance & Rescheduling:
If a Training session is cancelled or rescheduled by the Customer with less than seventy-two (72) hours’ notice, the Supplier reserves the right to charge cancellation or rescheduling fees, including but not limited to a minimum of 50% cancellation fee, and the costs of all committed resources and reasonable out-of-pocket expenses incurred, or as may otherwise be specified in the applicable SOW.
7.2.6 No Certification or Guarantees
7.2.6.1 Training is provided for knowledge transfer purposes only and does not constitute an official certification programme unless expressly stated in the applicable SOW or Order Form.
7.2.6.2 The Supplier makes no guarantees regarding the Customer’s ability to achieve specific business outcomes, compliance, or proficiency following Training.
7.2.6.3 Certification programmes must be purchased separately and are subject to the Certification Programme requirements in Exhibit D.
7.3 Disclaimers
7.3.1 Training is provided on an “as-is” basis, without warranties or guarantees of uninterrupted availability.
7.3.2 The Supplier shall not be responsible for any errors, misinterpretations, or misuse of information presented during Training sessions.
7.3.3 The Supplier’s liability in relation to Training shall be subject to the limitations of liability set out in the Conditions in accordance with §[LOL].
8.1 Where post-implementation support is included in the SOW:
8.1.1 Support will be provided remotely during Business Hours for the Supplier unless otherwise agreed.
8.1.2 Supplier will respond to critical issues within four (4) Business Hours and non-critical issues within two (2) Business Days, unless otherwise agreed in writing.
8.2 Additional support services outside of scope may be made available subject to a separate agreement. All such additional services will require additional fees and are subject to availability.
9.1 Fees shall be as set out in the SOW.
9.2 Unless expressly stated otherwise:
9.2.1 Supplier may invoice as specified in the applicable SOW, or as the case may be, on the completion of milestones as scheduled in the SOW.
9.2.2 Expenses incurred in delivering the Professional Services (including travel, accommodation, subsistence, and third-party costs) shall, upon written agreement between the Parties, be recoverable provided they are reasonably and properly incurred.
9.2.3 All invoices are payable within thirty (30) calendar days of the invoice date.
9.3 Late payments will entitle the Supplier to:
9.3.1 Suspend all Services, Professional Services, and Product access and use.
9.3.2 Charge interest in accordance with the § [INSERT Section - Late Payment of Commercial Debts (Interest) Act 1998].
10.1 All intellectual property rights in Supplier software, tools, methodologies, know-how, and any materials used or made available for the Training, shall remain the exclusive property of Supplier or its licensors.
10.2 Subject to payment of all applicable fees, Supplier grants to Customer a non-exclusive, non-transferable, royalty-free licence to Use the Deliverables solely for internal business purposes, unless specified otherwise in the applicable SOW.
10.3 No source code is provided unless expressly agreed in writing by the Supplier.
11.1 Each Party shall comply with applicable data protection laws (including the UK GDPR and Data Protection Act 2018 as applicable).
11.2 Where Supplier processes personal data on behalf of the Customer, the Parties shall comply with §[Data Processing and Privacy], or may enter into a separate data processing agreement consistent with applicable Laws.
12.1 Supplier warrants that:
12.1.1 Deliverables will conform in all material respects to the SOW requirements.
12.1.2 Supplier does not warrant that Deliverables will be error-free or uninterrupted.
12.1.3 All other warranties, conditions, or terms implied by Law are excluded to the fullest extent not prohibited by Law.
13.1 To the fullest extent not prohibited by Law, the Supplier’s total aggregate liability to the Customer arising out of or in connection with any Professional Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total fees actually paid by the Customer to the Supplier under such SOW.
13.2 Under no circumstances shall the Supplier be liable to the Customer for any:
13.2.1 Loss of profits.
13.2.2 Loss of revenue.
13.2.3 Loss or corruption of data.
13.2.4 Loss of business opportunity.
13.2.5 Loss of anticipated savings.
13.2.6 Indirect, special, incidental, punitive or consequential loss or damage arising out of or in connection with this SOW, whether or not foreseeable, and whether or not the Supplier was advised of the possibility of such losses.
13.3 Nothing in the SOW shall limit or exclude the Supplier’s liability for:
13.3.1 Death or personal injury caused by its negligence.
13.3.2 Fraud or fraudulent misrepresentation.
13.3.3 Any other liability that cannot be lawfully limited or excluded under applicable Law.
14.1 Either Party may terminate the Professional Services under an SOW:
14.1.1 For material breach not remedied within fourteen (30) calendar days of notice.
14.1.2 Where permitted under the Conditions.
14.1.3 By written agreement.
14.2 Upon termination:
14.2.1 The Customer shall pay all fees for Professional Services performed up to the effective date of termination.
14.2.2 Licences granted for Deliverables shall terminate immediately.
14.2.3 Customer shall return or destroy all Supplier Confidential Information and Deliverables.
15.1 The Parties shall attempt in good faith to resolve any dispute arising under this Exhibit A or the Professional Services between the project owners.
15.2 If the dispute is not resolved within twenty (20) Business Days, the Parties shall escalate the matter to senior representatives for resolution.
15.3 If unresolved, either Party may initiate proceedings in accordance with §[Governing Law and jurisdiction provisions] in the Conditions.
The Supplier reserves the right to audit the Customer’s Use of any deliverables or materials provided as part of the Professional Services, in accordance with §[Audit Rights], to ensure compliance with the Conditions.
The following shall be the default format that the Parties shall use to perform a change to the Professional Services. The Parties shall agree and duly execute a Change Form (as below, or equivalent) to make any adjustments or modifications to the SOW.
i2 Additional Terms – [TO BE ADDED]
List of Sub-Processors and applicable CSPs
THE FOLLOWING SUB-PROCESSORS APPLY:
CERTIFICATION PROGRAMME (IF APPLICABLE)
1.1 If applicable, the Supplier may provide training and certification services (the “Certification Programme”) that allow individuals (“Certified Individual(s)”) to obtain recognition of their skills in using the Supplier’s software.
1.2 The Certification Programme is a paid service between the Customer and the Supplier, subject to these Conditions, the applicable Order Form, and any additional terms set out in the Certification Programme documentation as may be provided during the Certification Programme.
1.3 Upon successful completion of the Certification Programme, Certified Individuals may display their certification, including the Supplier’s certification badge and logo, strictly in accordance with the Certification Usage & Branding Guide (available at [INSERT URL]).
1.4 Certification is granted to individuals, not organisations, and is non-transferable.
1.5 The Supplier reserves the right, at its sole discretion, to modify, withdraw, or update the Certification Programme, including certification requirements, validity periods, and renewal conditions.
2.1 Existing Licensing Requirement:
Participation in the Certification Programme does not grant the Customer or Certified Individual any right to use the Supplier’s software beyond the terms of an existing valid Software Licence Agreement.
2.2 Customer-Provided Licensing:
The Customer is responsible for ensuring that any software used during training and certification is properly licensed under an active agreement with the Supplier.
2.3 Training Use Licensing (If Applicable):
2.3.1 Where the Supplier provides limited access to software for training purposes:
2.3.1.1 Access is time-limited to the designated training period and terminates immediately upon completion of training.
2.3.1.2 The software may only be used in a non-commercial training environment.
2.3.1.3 Upon completion of training, all access will automatically terminate, and continued use requires a separate valid licence.
2.3.1.4 Any breach of these conditions may result in immediate revocation of certification and potential legal action for unauthorised software use.
2.3.1.5 Restrictions on Software Use:
The Customer and Certified Individuals must not:
2.3.1.5.1 Use the Supplier’s software provided for training for commercial, operational, or production purposes.
2.3.1.5.2 Copy, distribute, modify, or reverse-engineer any software used during training.
2.3.1.5.3 Grant access to the training software to unauthorised third parties.
To the extent not prohibited by Law, the Supplier reserves the right to audit software usage during certification training to verify compliance with licensing terms.
3.1 Certification Usage & Branding
3.1.1 Permitted Use:
Certified Individuals may publicly display their certification (e.g., LinkedIn, resumes, company websites) only in accordance with the Certification Usage & Branding Guide.
3.1.2 Prohibited Use:
Certified Individuals and Customers must not:
3.1.2.1 Modify, alter, or misuse the Supplier’s certification logo without written approval.
3.1.2.2 Use certification to imply partnership, endorsement, or affiliation with the Supplier.
3.1.2.3 Display the certification logo in a misleading, defamatory, or unlawful manner.
3.2 Revocation of Certification
The Supplier may revoke certification at any time if:
3.2.1 The Certified Individual or Customer violates the Conditions or any applicable Order Form.
3.2.2 Certification was obtained fraudulently.
3.2.3 The Certification Programme is discontinued or replaced.
3.3 Commercial Terms
3.3.1 Fees:
Certification fees are payable as set out in the Order Form and must be paid in full before access to the Certification Programme is granted.
3.3.2 No Refunds:
Certification fees are final and non-refundable, except where explicitly agreed in writing by the Supplier.
3.4 Certification Validity & Renewal
3.4.1 Certifications are valid for [two (2) / three (3)] years from the date of issuance, as specified in the applicable Certification Programme documentation.
3.4.2 Certified Individuals must recertify before expiry to maintain active certification status.
3.5 Expiration & Grace Period:
3.5.1 If a certification is not renewed before expiry, it will become inactive.
3.5.2 A six-month grace period (“Grace Period”) is provided, during which the Certified Individual may recertify without retaking the full certification exam.
3.5.3 After the Grace Period, the individual must restart the certification process, including completing full training and examination requirements.
3.6 Recertification Options
Certified Individuals may renew their certification using one of the following methods:
3.6.1 Option 1: Renewal Exam (Primary Method)
3.6.1.1 Certified Individuals may take a recertification exam to demonstrate continued proficiency.
3.6.1.2 The renewal exam will be shorter and updated, focusing on new features, best practices, and software updates.
3.6.1.3 The exam must be completed before certification expiry.
3.6.1.4 Fee: The renewal exam is offered at a discounted rate. Please consult with the appointed i2 Group contact or ‘Raise a ticket’ via: https://i2group.com/support.
3.6.2 Option 2: Continuing Education Credits (“CEUs”)
3.6.2.1 Certified Individuals may earn CEUs in place of a renewal exam.
3.6.2.2 CEUs must be obtained within the certification validity period.
3.6.2.3 A minimum of 20 CEUs is required for recertification.
3.6.2.4 CEUs may be earned through the following activities:
3.6.2.4.1 i2 Advanced Training Course = 10 CEUs per course
3.6.2.4.2 i2 Online Module = 5 CEUs per module
3.6.2.4.3 Industry Event Speaker (i2 software) = 5 CEUs per event
3.6.2.4.4 Published Article/Case Study = 5 CEUs per publication
3.6.2.4.5 Hands-on Lab Training (i2 Sandbox) = 5 CEUs per lab
3.6.2.4.6 i2 User Conference Attendance = 10 CEUs per event
3.6.2.5 CEU Submission:
Certified Individuals must submit proof of completed CEUs through the Certification Portal, subject to the Supplier’s approval.
3.6.3 Option 3: Recertification Workshop
3.6.3.1 Certified Individuals may attend a Recertification Workshop, which includes live training, hands-on exercises, and an assessment.
3.6.3.2 Successful completion of the workshop automatically renews certification.
3.6.4 Recertification Fees & Process
3.6.4.1 Recertification Fees:
3.6.4.1.1 Renewal Exam Fee:
50% of the full certification exam price.
3.6.4.1.2 CEU Processing Fee:
£50 per recertification cycle.
3.6.4.1.3 Recertification Workshop Fee:
Varies by location and format, subject to quotation.
3.6.4.2 Renewal Process:
3.6.4.2.1 Certified Individuals will receive renewal reminders three (3) months before expiry.
3.6.4.2.2 Individuals must select and complete their recertification method before expiry.
3.6.4.2.3 Upon recertification, the validity is extended for another [two (2) / three (3)] years.
3.7 Certification Programme - Limitation of Liability & Disclaimers
3.7.1 No Warranty or Guarantee:
3.7.1.1 The Supplier makes no guarantees regarding:
3.7.1.1.1 The acceptance of certification by third parties.
3.7.1.1.2 The effectiveness of certification in achieving business or career objectives.
3.7.2 Certification Programme Limitation of Liability:
3.7.2.1 The Supplier’s total liability under the Certification Programme is limited to the fees paid by the Customer for certification.
3.7.2.2 The Supplier is not liable for:
3.7.2.2.1 Loss of business, revenue, or opportunities related to certification.
3.7.2.2.2 Any misuse of the certification logo by the Customer or Certified Individual.
3.7.3 Certification Programme Indemnification:
The Customer agrees to indemnify and hold the Supplier harmless from claims arising from:
3.7.3.1 Misuse of software during training, certification, or recertification.
3.7.3.2 Unauthorised display of Supplier’s certification branding.
3.7.3.3 False representations made regarding certification status.
Public Sector Addendum
1.1 This Exhibit E “Public Sector Addendum” forms part of and is incorporated by reference into the Conditions. It applies to any Customer classified as a Public Sector entity, as defined in §2.35 of the Conditions.
1.2 In the event of any conflict between the Conditions and the Laws or mandatory regulatory requirements applicable to a Public Sector Customer, such public sector Laws shall prevail.
1.3 This Public Sector Addendum provides a regional breakdown of such protections and the typical limitations they impose on commercial contracting terms.
2.1 Applicable Legal and Regulatory Framework
2.1.1 Public Contracts Regulations 2015
The PCR 2015 shall apply only to the procurement and award stages of the Conditions, and shall not affect post-award operations unless a substantial modification (as defined in Regulation 72) is made to the Conditions.
2.1.2 Procurement Act 2023
Where the Procurement Act 2023 applies, any discretionary obligations under the Act, including procedural timelines or transparency practices not expressly required by Law, shall be subject to the Customer’s internal procurement guidance.
2.1.3 Freedom of Information Act 2000 (“FOIA”)
Nothing in these Conditions shall prevent the Customer from withholding information pursuant to applicable exemptions under FOIA, including commercially sensitive or confidential information under s.41 and s.43 of the FOIA.
2.1.4 Data Protection Act 2018 and UK GDPR
Obligations under the UK GDPR shall only apply where the Supplier acts as a Processor or Controller of Personal Data on behalf of the Customer. Where no Personal Data is processed, such provisions shall not apply.
2.1.5 Official Secrets Act 1989 (where applicable)
The Official Secrets Act 1989 shall apply only to the extent the Products or Services are designated as security-classified or where required under applicable government security frameworks.
2.2 Prevailing Protections and Limitations
2.2.1 No indemnities may be accepted except where expressly authorised, but for low-risk, low-value contracts, public bodies may accept limited indemnities with Cabinet Office approval. The Customer may, in exceptional circumstances and subject to internal approvals, agree to limited indemnities where the risk is proportionate and supported by a business justification.
2.2.2 FOIA obligations override confidentiality provisions; disclosure may be required by Law.
2.2.3 Liability caps must be reasonable and not undermine statutory rights or remedies.
2.2.4 Termination for convenience may be required for public interest, loss of funding, or reorganisation. Termination for convenience shall only apply where required by funding conditions, statutory prerogative, or the Customer’s procurement policies expressly demand it for applicable public policy protections.
2.2.5 No automatic renewal unless explicitly agreed and lawful. Automatic renewal clauses may be used where disclosed during the procurement process and expressly permitted under applicable procurement policy.
2.2.6 No exclusive jurisdiction clauses unless mutually agreed; subject to Crown Proceedings and judicial review.
2.3 Interpretation of Legal Obligations
2.3.1 The application of the legal and regulatory framework set out in §2.1 and §2.2 shall be subject to the nature and scope of the procurement, applicable thresholds, and the internal governance of the Public Sector Customer.
2.3.2 Where obligations are not mandatory, the Supplier reserves the right to apply them in line with prevailing policy and legal guidance.
3.1 Applicable Legal and Regulatory Framework
3.1.1 Federal Acquisition Regulation (“FAR”)
FAR clauses shall only apply where the Customer is a federal executive agency and such clauses are expressly incorporated into the contract. For all other public sector entities, FAR shall serve as guidance unless mandated by funding conditions or procurement regulations
3.1.2 Defense FAR Supplement (“DFARS”)
DFARS shall apply only where the Customer is an authorised contracting entity under the United States Department of Defense and such clauses are expressly included in the contract.
3.1.3 Freedom of Information Act (5 U.S.C. § 552) (“FOIA”)
Nothing in these Conditions shall prevent the Customer from withholding information pursuant to exemptions under FOIA, including but not limited to Exemption 4 (trade secrets and confidential commercial or financial information).
3.1.4 State-specific Procurement Laws
3.1.4.1 In the case of state or local government Customers, the applicable procurement laws shall prevail only to the extent required by the relevant state statutes, regulations, or grant conditions.
3.1.4.2 Where discretion is available, the Supplier may agree to reasonable commercial terms subject to internal approval.
3.1.5 Anti-Deficiency Act (31 U.S.C. § 1341)
3.1.5.1 The Anti-Deficiency Act applies only to federal agencies.
3.1.5.2 Non-federal entities may agree to payment obligations beyond the current fiscal period where permitted under applicable law and budget policy.
3.2 Prevailing Protections and Limitations
3.2.1 Governing law and forum clauses may not override federal jurisdiction.
Governing law and forum clauses may be agreed by state and local government Customers where authorised under applicable state law and internal procurement policies.
3.2.2 Termination for convenience is mandatory for federal contracts.
The right to terminate for convenience shall apply to federal Customers. For other public sector entities, this right shall apply only where required by law, regulation, or expressly provided for in the Customer’s procurement rules.
3.2.3 Indemnification clauses are generally unenforceable.
The Customer shall not be required to provide indemnities unless permitted by applicable law and procurement policy, and expressly authorised in writing by the appropriate contracting authority.
3.2.4 Data rights must comply with FAR/DFARS provisions on commercial software.
The Supplier’s data rights obligations under FAR or DFARS shall apply only to contracts with federal executive agencies where such clauses are incorporated.
3.2.5 Funding is subject to appropriations; multi-year obligations cannot be guaranteed without statutory authority.
Funding obligations shall be subject to appropriations only where required by the Customer’s governing statutes or budgetary procedures.
3.3 Interpretation of Public Sector Obligations
3.3.1 The application of the federal and state regulatory frameworks outlined above shall be subject to the Customer’s specific status (federal, state, or local), the terms of applicable grant funding, and the Customer’s internal procurement and legal requirements.
3.3.2 Where such obligations are not mandatory, the Supplier may agree to reasonable commercial alternatives subject to internal approval.
4.1 Applicable Legal and Regulatory Framework
4.1.1 Directive 2014/24/EU on Public Procurement
4.1.1.1 Directive 2014/24/EU shall apply only to the extent implemented in the national law of the relevant Member State, and only where the value of the procurement exceeds the applicable thresholds.
4.1.1.2 Below-threshold procurements are governed by national rules, which may permit greater flexibility.
4.1.2 Directive 2014/25/EU on Utilities Procurement
Directive 2014/25/EU shall only apply where the Customer operates in a relevant utility sector (e.g., water, energy, transport) and is subject to the Directive by virtue of holding special or exclusive rights in that market.
4.1.3 National transposition legislation in each Member State
National legislation transposing EU directives shall prevail where it introduces additional procedural or substantive obligations. Where discretion is provided under the Directive, such discretion shall be interpreted in accordance with the Customer’s applicable national procurement rules.
4.1.4 General Data Protection Regulation (GDPR)
4.1.4.1 Obligations under the GDPR shall apply only where the Supplier processes Personal Data on behalf of the Customer.
4.1.4.2 Where no Personal Data is processed, these provisions shall not apply.
4.1.4.3 Data processing terms shall be governed by a separate Data Processing Agreement (DPA) where required.
4.2 Prevailing Protections and Limitations
4.2.1 Mandatory transparency and tender obligations
Transparency and competition obligations shall apply in accordance with the applicable procurement procedure. Direct awards or negotiated procedures may be used where legally permitted under national procurement rules.
4.2.2 Contract modifications must follow prescribed procedures or risk invalidity.
Modifications to the Conditions shall be permitted where allowed under Article 72 of Directive 2014/24/EU and the corresponding national law, including changes due to economic, technical, or legal circumstances not foreseeable at contract award.
4.2.3 FOIA-style transparency laws may apply depending on Member State.
Disclosure of information under national freedom of information or transparency laws shall be subject to applicable exemptions, including the protection of trade secrets and commercially confidential information.
4.2.4 Indemnities and limitations of liability must comply with state aid and procurement fairness rules.
Indemnity provisions may only be accepted by the Customer where expressly permitted under applicable national procurement and liability laws, and subject to limitations set by public finance or risk management frameworks.
4.2.5 Dispute resolution clauses may be subject to domestic public law processes.
Any dispute resolution mechanism shall be subject to the Customer’s right to initiate or participate in administrative or judicial review procedures in accordance with applicable public procurement laws.
4.3 Interpretation of EU Public Sector Obligations
4.3.1 The legal and regulatory obligations applicable to EU and EEA public sector entities shall be interpreted in accordance with the transposing national law of the relevant Member State.
4.3.2 Where obligations derive from EU directives that provide discretion in implementation, the Customer will exercise such discretion subject to its internal procurement rules and national legal guidance.
4.3.3 Nothing in these Conditions shall override mandatory provisions of national public law.
5.1 Applicable Legal and Regulatory Framework
5.1.1 Canadian Free Trade Agreement (CFTA)
CFTA shall apply only to procurements that meet or exceed the applicable monetary thresholds and are not exempt due to public interest, security, urgency, or other justifiable grounds permitted under Article 504 of the Agreement.
5.1.2 Directive on the Management of Procurement (Treasury Board)
The Directive on the Management of Procurement shall only apply where the Customer is a federal institution subject to Treasury Board authority. Provincial, territorial, or municipal entities shall be governed by their respective procurement regulations and internal policies.
5.1.3 Federal and Provincial FOI Acts
Disclosure obligations under federal and provincial access to information laws shall be subject to applicable exemptions, including those protecting commercially confidential information, trade secrets, and security-sensitive content.
5.1.4 Privacy Act and PIPEDA
Privacy obligations under PIPEDA shall apply only to private-sector entities. Public sector Customers shall comply with applicable federal or provincial privacy legislation. Data processing obligations shall only apply where personal data is processed, and a separate DPA may be required.
5.2 Prevailing Protections and Limitations
5.2.1 Indemnity and liability clauses must be reviewed and are often capped or excluded.
Indemnity provisions shall only be enforceable to the extent authorised by applicable public sector procurement and financial administration rules. Unlimited liability clauses may be unenforceable against public entities.
5.2.2 FOI laws override confidentiality restrictions.
Information disclosed under access to information legislation shall be subject to redaction where exempted under applicable privacy, trade secret, or competitive sensitivity protections.
5.2.3 Data residency and sovereignty requirements may apply to cloud services.
Where applicable by law or Customer policy, the Supplier shall comply with data residency requirements specific to the Customer’s jurisdiction. Where no such requirement applies, cross-border data transfer shall be permitted in accordance with applicable privacy legislation.
5.2.4 Dispute resolution mechanisms must not conflict with sovereign immunity or Crown prerogative.
Governing law and jurisdiction clauses shall be subject to the applicable laws and internal policies of the Customer’s jurisdiction. The Customer may be unable to submit to foreign law or exclusive jurisdiction outside its province or territory.
5.2.5 Termination rights include withdrawal of funding or changes in policy priorities.
All obligations under these Conditions shall be subject to the availability of appropriated funds and ongoing budgetary authority. The Customer shall have the right to terminate or amend the Conditions where continued performance becomes legally or financially infeasible due to loss of funding.
5.3 Interpretation of Canadian Public Sector Obligations
5.3.1 The applicability of the legal and regulatory framework set out in §5.1 and §5.2 of this Addendum shall depend on the Customer’s level of government (federal, provincial, territorial, or municipal) and its specific internal procurement policies.
5.3.2 Where Laws do not prohibit discretion, or where obligations are non-mandatory or vary by jurisdiction, the Customer will agree to alternative commercial provisions, subject to internal authorisation.
6.1 Applicable Legal and Regulatory Framework
6.1.1 Australia:
6.1.1.1 Public Governance, Performance and Accountability Act 2013 (PGPA Act)
6.1.1.2 Commonwealth Procurement Rules (CPRs)
6.1.2 New Zealand:
6.1.2.1 Government Procurement Rules (2021)
6.1.2.2 Public Finance Act 1989
6.2 Prevailing Protections and Limitations
6.2.1 Provisions must allow for non-appropriation of funds.
6.2.2 Capped liability is required unless otherwise permitted by Cabinet or Treasury.
6.2.3 Government may not indemnify suppliers.
6.2.4 Termination for convenience must be available to the government.
6.2.5 Information disclosure obligations override contractual confidentiality.
7.1 Examples of Public Sector Frameworks
7.1.1 Japan: Public Procurement Act
7.1.2 Singapore: Government Procurement Act
7.1.3 India: General Financial Rules 2017, Defence Procurement Procedure
7.1.4 WTO GPA Signatories: Must comply with non-discriminatory, transparent procurement rules
7.2 Prevailing Protections and Limitations
7.2.1 Public sector immunity and non-waiver of jurisdiction
7.2.2 Mandatory local procurement rules
7.2.3 Limits on indemnity, governing law, and exclusive jurisdiction clauses
7.2.4 Termination rights required for public interest, breach of procurement rules, or funding issues
7.2.5 Additional scrutiny for data localisation and national security in software contracts
8.1 Supremacy of Public Law
In the event of any conflict between these Conditions and applicable public sector procurement laws, transparency obligations, data laws, or sovereign immunity doctrines, such public laws shall take precedence and modify or override conflicting contract terms.
8.2 Public Sector-Specific Rights
8.2.1 Right to terminate without cause.
8.2.2 Right to audit the Supplier’s performance and records.
8.2.3 Obligation to comply with disclosure requirements under applicable freedom of information Laws.
8.2.4 No implied waiver of sovereign immunity.
8.2.5 No acceptance of automatic renewal unless legally permitted and approved.
8.2.6 Any provisions requiring notice must accommodate statutory limitations on prior disclosure.
This Addendum may be updated by the Supplier from time to time to reflect changes in applicable Law. For the avoidance of doubt, in the event of any conflict between the applicable Law and the Conditions and/or this Addendum, or other contractual materials, the applicable Law shall prevail to the extent prohibit by such Law.
TEMPLATE - SDK DEVELOPMENT PROJECT – BUSINESS CASE DOCUMENT
(To be completed and submitted for each Developer Licence request)
1) Project Overview
| Project Title |
[Enter descriptive title for the unique development project] |
|
Project Reference (if applicable) |
[Optional: internal reference or ID] |
| Project Description | [Provide a high-level summary of the SDK development work and its purpose] |
| Intended Use | [Describe how the plug-in or tool will interact with i2 Analyst’s Notebook; specify features used] |
| Internal Business Purpose |
[Explain the internal benefit or operational purpose of the development] |
|
Is the project non-commercial? |
[ ] Yes [ ] No (if no, provide details of the commercial use justification below) |
|
Is the project non-commercial? |
[Provide details if any form of commercial deployment is planned] |
2) Technical Scope
| Development Team Members | [List names and roles of individuals who will have access to the SDK] |
| Development Environment(s) | [Describe the infrastructure used for SDK deployment (e.g., dev machines, VMs)] |
| Number of Developer Machines | [Enter number] |
| Third-Party Tools or Libraries | [List any third-party components used during development, including open source] |
| Third-Party Tools or Libraries |
[DD/MM/YYYY] |
| Third-Party Tools or Libraries |
[DD/MM/YYYY] |
3) Compliance Acknowledgements
| Statement | Confirmation |
| The SDK will be used only for internal development and non-commercial testing purposes. | [ ] Confirmed |
|
No reverse engineering or extraction of underlying IP will be attempted. |
[ ] Confirmed |
| Access to the SDK will be limited to the named development team and devices. | [ ] Confirmed |
| The Customer accepts the terms of §1.2.2.5 of the Conditions and the restrictions therein. | [ ] Confirmed |
| The Customer will maintain secure handling and storage of the SDK. | [ ] Confirmed |
4) Approvals
Customer Declaration
I confirm that the information above is accurate, and the development project complies with the applicable Developer Licence terms:
| Customer Entity Name | |
| Authorised Contact Name | |
| Role/Title | |
| Date | |
| Signature |
5) Supplier Review and Decision
Supplier Review and Decision (For Supplier Internal Use Only)
| Reviewed by | [Name] |
| Date Received | [DD/MM/YYYY] |
| Approved | [ ] Yes [ ] No [ ] Requires Clarification |
| Reviewer Comments | [Optional - add clarifications or restrictions] |
| Supplier Authorised Signatory | |
| Date of Decision | [DD/MM/YYYY] |
Non-Qualifying Jurisdictions for Governing Law and Dispute Resolution
1.1 This Exhibit forms part of the Conditions and supports the application of §14 (Governing Law) by identifying jurisdictions that at the time of drafting do not meet the minimum standards set out in §14.1.2 for the purposes of determining an acceptable Customer Jurisdiction.
1.2 The jurisdictions listed below are considered by the Supplier to present one or more of the following risks:
1.2.1 Lack of an independent and functioning judiciary.
1.2.2 Inability to enforce contractual rights or foreign judgments.
1.2.3 Absence of due process or procedural fairness.
1.2.4 Significant international sanctions, embargoes, or restrictions on trade and legal enforceability.
1.3 The list at §2 of this Exhibit G, is a non-exhaustive list, and is provided for transparency and risk management purposes only and may be amended by the Supplier from time to time to reflect legal, regulatory, geopolitical, or operational changes.
The following jurisdictions are currently designated as “Non-Qualifying” for the purposes of §14.1.2 of the Conditions:
2.1 Iran
2.2 North Korea
2.3 Syria
2.4 Russia
2.5 Belarus
2.6 Cuba
2.7 Venezuela
2.8 Afghanistan
2.9 Myanmar
2.10 Zimbabwe
2.11 Eritrea
2.12 South Sudan
2.13 Haiti
2.14 Central African Republic
2.15 Democratic Republic of Congo
2.16 Libya
2.17 Yemen
2.18 Pakistan
2.19 Iraq
2.20 Palestinian Territories
2.21 Lebanon
2.22 Nigeria
3.1 If the Customer’s address (as set out in the Order Form) falls within a Non-Qualifying Jurisdiction, the governing law and jurisdiction shall automatically default to the jurisdiction of the Supplier’s principal place of business, in accordance with §14.1.4 of the Conditions.
3.2 This Exhibit shall be interpreted in accordance with the Conditions and updated periodically by the Supplier. Any updates shall be effective upon publication or written notice to the Customer.
Charitable and Educational Use Terms
1.1 This Exhibit H sets out the supplementary terms that apply to the use of the Supplier’s Products and Services by eligible Customers engaged in charitable, educational, or academic research activities.
1.2 These terms apply to both direct and indirect contracting models (e.g. sublicensing or access granted through third-party contracts), and supplement the main Conditions.
1.3 They do not override the Conditions unless expressly stated otherwise.
2.1 Customers must be able to demonstrate qualification as one of the following:
2.1.1 Charitable Institutions:
Registered charities, foundations, non-profits, or similar entities regulated by a recognised body (e.g. UK Charity Commission).
2.1.2 Educational Institutions:
Publicly accredited universities, colleges, schools, or technical training institutes.
2.1.3 Academic Research Bodies:
Research labs, innovation hubs, or non-commercial think tanks formally affiliated with a qualifying institution under §2.1.2.
2.1.4 Public Interest Training Organisations:
Non-commercial public sector initiatives with a training or development mission.
2.2 The Supplier may request supporting evidence including:
2.2.1 Regulatory accreditation documents.
2.2.2 Governing documents/charters.
2.2.3 Confirmation of non-commercial status and intended use.
2.3 All organisations must also complete a declaration confirming:
2.3.1 That the Product will not be used in connection with commercial consultancy, fee-paying work, or any profit-generating activity.
2.3.2 That the term of use is educational, public interest, or research-only in nature.
3.1 The Supplier may offer, at its sole discretion:
3.1.1 Free Licence:
Zero-cost use for approved initiatives;
3.1.2 Discounted Licence:
Reduced-rate access where charitable or academic public benefit is demonstrated.
3.2 Licences will be limited to internal use and shall not include:
3.2.1 Sub-licensing;
3.2.2 Commercial data analysis;
3.2.3 Paid courses, services, or partnerships.
3.3 The licence shall not exceed one (1) academic year unless explicitly renewed in writing by the Supplier.
4.1 Institutions may act as:
4.1.1 Principal Customer; or
4.1.2 Approved Subcontractor or Affiliate, but only where traceable, auditable usage logs, and appropriate controls are in place.
4.2 All access must be:
4.2.1 Requested via a named contact;
4.2.2 Governed by a signed usage declaration;
4.2.3 Fulfilled to an identifiable department, server or institution site.
5.1 Research centres or academic units affiliated with qualifying institutions may receive access under the terms of this Exhibit if the research is:
5.1.1 Non-commercial (i.e. publicly funded, grant-based, or institutionally sponsored);
5.1.1.1 Intended for academic dissemination, public policy, or societal benefit;
5.1.1.2 Clearly scoped and disclosed in advance.
5.2 Such use is subject to:
5.2.1 Providing the name of the academic body;
5.2.2 Identifying the responsible department and lead researcher;
5.2.3 Disclosure of any third-party funding (including from government or philanthropic sources);
5.2.4 Clear articulation of how the software will be used and by whom.
5.3 The Supplier reserves the right to review, restrict, or revoke such use where:
5.3.1 The research is monetised;
5.3.2 The organisation no longer meets eligibility;
5.3.3 External partners are involved without prior approval.
As part of any application for licensing under this Exhibit, Customers must provide:
6.1 Full legal name, address, and regulatory body;
6.2 Confirmation of jurisdiction and use territory (including overseas operations);
6.3 Course/research title and relevance to i2 Group software;
6.4 Details of nominated IT fulfilment and administrative contacts;
6.5 Description of intended use, number of users, delivery method (online/in-person), and platform (server/laptop/desktop);
6.6 Confirmation of any NDA requirements for confidential research;
6.7 Statement on teaching or analytical capability to use i2 software effectively.
7.1 In consideration for reduced-fee or free access, the Customer agrees:
7.1.1 To provide one testimonial upon request.
7.1.2 That the Supplier may name the institution in marketing materials.
7.1.3 To reasonably cooperate with case study or success story development.
7.2 §9 (Opt-Out Rights) of the Conditions shall not apply to use cases that are charitable or educational in nature, including those related to research. Where the Customer requests to exercise an opt-out right in connection with such a use case, the Customer shall, by default, be moved to a charged pricing model, subject to the applicable pricing terms.
8.1 The Supplier reserves the right to conduct an audit of the Customer’s usage of the Products and Services no more than once per calendar year, or at any time upon notice where the Supplier has a reasonable basis to believe a material change has occurred in the Customer’s eligibility or usage.
8.2 If the audit reveals that the Customer has been using the Products or Services in a manner inconsistent with the declared charitable, educational, or academic purpose:
8.2.1 The Supplier may convert the applicable licence to a standard commercial licence, and apply prevailing commercial pricing;
8.2.2 The Supplier may invoice the Customer for the difference in fees between the charitable/academic rate and the applicable commercial rate, for the full duration of such unauthorised use;
8.2.3 The Customer shall pay such amounts within thirty (30) calendar days of invoice, without prejudice to any other legal or equitable remedies available to the Supplier.
8.2.4 Terminate the licence in accordance with the Conditions.
Breach of this Exhibit H, including misrepresentation of eligibility or improper commercial use, constitutes a material breach under §18.4.2 of the Conditions and entitles the Supplier to immediate termination.
© 2025 i2 Group / N. Harris Computer Corporation. All trademarks owned by N. Harris Computer Corporation.
The Bradfield Centre, 184 Cambridge Science Park, Milton Road, Cambridge, CB4 0GA, UK
