T&Cs – Relative Insight Ltd.

These are the terms and conditions (“Terms”) for Relative Insight Limited (company number 06236082), a company registered in England and Wales, having a registered office at Fraser House, White Cross Business Park, Lancaster, LA1 4XQ (“Relative Insight”) in relation to the Services they will provide.

These Terms, together with the Order Form and Specification, comprise the agreement between Relative Insight and Customer for the Services (“Agreement”). In the event of a conflict, the Order Form will take precedence over the Terms.

Customer’s attention is drawn to clauses 4.3, 4.6, 4.7, 9.4, 10.3, 12, 14.4 and 14.5.

 

1. DEFINITIONS & INTERPRETATIONS

Add-Ons: as described in the Specification.

Applicable Law:  all applicable laws, statutes, and regulations in force from time to time.

Authorised Users: those employees, agents or independent contractors of Customer, who are authorised by Customer to use the Services.

Business Days: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Business Hours: means 9am – 5pm on a Business Day.

Confidential Information: all information relating to the business, assets, affairs, know-how, technical information, product information (including the Deliverables), trade secrets, suppliers or customers of either party, or the provision of the Services (including the Deliverables) whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential” but excluding information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.

Contract Year: means a 12 month period starting on the Start Date or any anniversary of it.

Core Service: as described in the Specification.

Customer Data: all of the data inputted by Customer, Authorised Users, or Relative Insight on Customer’s behalf for the purpose of using or facilitating use of the Services.

Customer IPR: all IPR subsisting in or relating to materials provided by Customer to Relative Insight (including Customer Data) for the purpose of providing the Services.

Data Protection Legislation: all applicable laws and regulations relating to the processing, protection, or privacy of personal data, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction. (In the UK and EU this shall include the GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended or replaced from time to time.)

Deliverables: the reports and summaries produced by the Software.

Documentation: the Specification and any documents made available to Customer by Relative Insight online via https://relativeinsight.com which sets out user instructions for the Services.

Fair Use Policy: as described in the Specification.

Free Trial Period: the period of time in which Premium Features may be offered at no cost, as set out in the Order Form or as otherwise agreed by the parties in writing.

GDPR: means as applicable the UK GDPR which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) and the EU GDPR which means the General Data Protection Regulation ((EU) 2016/679);

Initial Subscription Term: as set out in the Order Form.

Intellectual Property Rights (IPR): all patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, including algorithms, screens, interfaces, functionalities, computer code, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order Form: the order form incorporating these Terms specifying the Services selected.

Personal Data: as defined in the Data Protection Legislation.

Premium Features: additional features of the Services as described in the Specification which from time to time may be offered by Relative Insight.

Relative Insight IPR: all IPR subsisting in or relating to the Services,  Specification and the Deliverables including any modifications, improvements, and anything else that may be developed or created by Relative Insight from time to time, including anything created in the course of the provision of the Service.

Renewal Period: has the meaning given in clause 3.1.

Service/s: the subscription services provided by Relative Insight to Customer under this Agreement as described in the Specification.

Software: the online software applications provided by Relative Insight as part of the Services.

Specification: containing the description of the Services available at https://relativeinsight.com/service-specification/.

Start Date: as set out in the Order Form.

Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods.

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

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

 

Any words in this Agreement following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the meaning of the words preceding those terms.

 

2. GRANTED RIGHTS

2.1 Subject to Customer’s and Authorised Users’ compliance with the Terms, Relative Insight hereby grants to Customer:

2.1.1 a non-exclusive, non-transferable (except in compliance with clause 16.1) right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for Customer’s internal business operations; and

2.1.2 a non-exclusive, non-transferable (except in compliance with clause 16.1) perpetual right and licence, without the right to grant sublicences, to use and permit the Authorised Users to use the Deliverables solely for Customer’s internal business operations.

2.2 Subject to clause 16.1, the rights provided under this clause 2 are granted to Customer only, and shall not be considered granted to any affiliate in Customer’s group without Relative Insight’s express written agreement.

 

3. TERM AND TERMINATION

3.1 This Agreement shall commence on the Start Date and shall continue in accordance with the Initial Subscription Term and thereafter shall be automatically renewed for the same time period as set out in the Initial Subscription Term for successive renewal periods (each a “Renewal Period”), unless terminated earlier in accordance with this Clause 3. 

3.2 Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

3.2.1 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;

3.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;

3.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

3.2.4 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

3.2.5 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

3.3  Relative Insight may terminate this Agreement with immediate effect by giving written notice to Customer if:

3.3.1 Customer fails to pay any amount due under this Agreement within 7 days of the due date for payment; or

3.3.2 Customer breaches any of the usage restrictions in clause 5 (Customer’s obligations).

3.4 Customer may terminate the Agreement by providing Relative Insight with at least one month’s written notice prior to the end of the Initial Subscription Term or Renewal Period (as applicable).

3.5 On renewal, the Core Service and Add-Ons previously provided will carry over into the Renewal Period(s).

 

4. RELATIVE INSIGHT’S RESPONSIBILITIES  

4.1 Relative Insight shall, during the Subscription Term, provide the Services and make available the Documentation and the Deliverables to Customer on and subject to the terms of this Agreement.

4.2 Relative Insight undertakes that the Services will be performed substantially in accordance with the Specification and with reasonable skill and care.

4.3 The undertaking at clause 4.2 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Relative Insight’s instructions, or modification or alteration of the Services by any party other than Relative Insight or Relative Insight’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Relative Insight will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 4.2.

4.4  If Relative Insight’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Relative Insight shall be allowed an extension of time to perform its obligations equal to the delay caused by Customer.

4.5 Relative Insight warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

4.6 Relative Insight does not warrant that:

4.6.1 Customer’s use of the Services will be uninterrupted or error-free; or

4.6.2 that the Services or Deliverables will meet Customer’s requirements or be fit for a particular purpose.

4.7  Except as expressly and specifically provided in this Agreement:

4.7.1 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from this Agreement; and

4.7.2 the Services, Documentation and Deliverables are provided to Customer on an “as is” basis.

 

4.8 Relative Insight shall be entitled to delete the source files that Customer uploads to the Software within 7 days of upload.

 

5. CUSTOMER’S OBLIGATIONS

5.1   Customer shall:

5.1.1 co-operate with Relative Insight in all matters relating to the Services, including providing necessary instructions, research criteria and support to enable Relative Insight to carry out its obligations under the Agreement;

5.1.2 without affecting its other obligations under this Agreement, comply with all Applicable Law with respect to its activities under this Agreement;

5.1.3 ensure that the Authorised Users use the Services, Documentation and Deliverables in accordance with the Terms and any Authorised User’s breach of this Agreement shall be deemed to be a breach by Customer;

5.1.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for Relative Insight, its contractors and agents to perform their obligations under this Agreement;

5.1.5 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Relative Insight; and

5.1.6 have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data

5.2 In relation to the Authorised Users, Customer undertakes that:

5.2.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number set out in the Order Form except as expressly agreed to in writing by the parties and subject to payment of the additional fees in accordance with clause 7; and

5.2.2 it will not allow more than one person to access each Authorised User account unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Deliverables;

5.2.3 each Authorised User shall keep a secure password for their use of the Services, and that such password shall be kept confidential;

5.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to Relative Insight within 5 Business Days of Relative Insight’s written request;

5.3 Customer shall permit Relative Insight or its designated auditor to audit the Services to establish the name and password of each Authorised User to audit compliance with this Agreement. Each audit may be conducted no more than once per quarter and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Customer’s normal conduct of business. Relative Insight shall be responsible for the costs of the audit unless the audit reveals that Customer has underpaid Relative Insight pursuant to clause 5.3.2;

5.3.1 if any of the audits referred to in clause 5.3 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Relative Insight’s other rights, Customer shall promptly disable such passwords and Relative Insight shall not issue any new passwords to such individual;

5.3.2 if any of the audits referred to in clause 5.3 reveal that Customer has underpaid fees to Relative Insight, then without prejudice to Relative Insight’s other rights, Customer shall pay to Relative Insight an amount equal to such underpayment as calculated in accordance with Relative Insight’ prices set out in the Order Form within 10 Business Days of the date of the relevant audit.

5.4 Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorised Users to:

5.4.1 knowingly introduce or permit the introduction of any Virus or Vulnerability into Relative Insight’s network and information systems;

5.4.2 knowingly upload, or request that Relative Insight uploads, to the Software any material that is:

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

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory; or

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

5.4.3 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Deliverables (as applicable) in any form or media or by any means;

5.4.4 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

5.4.5 access all or any part of the Services and Deliverables in order to build a product or service which competes with the Services; or

5.4.6 subject to clause 17, use the Services and/or Deliverables to provide services to third parties;

5.4.7 subject to clauses 16.1 and 17 (as applicable), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Deliverables available to any third party except the Authorised Users; or

5.4.8 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Deliverables, other than as expressly provided for in this Agreement.

5.5 Relative Insight reserves the right, without liability and without prejudice to its other rights against Customer, to disable Customer’s access in the event of any breach of this clause.

 

6. FEES AND PAYMENT

6.1  In consideration of the provision of the Services by Relative Insight, Customer shall pay the fees stated in the Order Form for the Services for the Initial Subscription Term and for each Renewal Period (as applicable), in advance and within 30 days of an invoice being raised to a bank account nominated in writing by Relative Insight from time to time.

6.2 The fees are based on reasonable usage as per the limits in the Fair Use Policy and Relative Insight reserves the right to charge the additional fees stated in the Fair Use Policy where these are exceeded.

6.3 If Customer fails to pay Relative Insight any amount due, Relative Insight may, in its sole discretion:

6.3.1 charge interest at an annual rate equal to 3% over the then current base lending rate of Relative Insight’s bankers in the UK from time to time commencing on the due date and continuing until fully paid whether before or after judgment; and

6.3.2 suspend all or part of the Services until payment has been made in full.

6.4 All sums are:

6.4.1 payable in pounds sterling; and

6.4.2 are exclusive of VAT which shall be added to invoices at the appropriate rate; and

6.5 Customer shall not be entitled to any set-off in respect of any payment obligations under this Agreement.

6.6 After the Initial Subscription Term and no more than once per Contract Year, on 7 days’ notice Relative Insight shall be entitled to increase the fees payable under the Agreement in line with the percentage increase in the Consumer Prices Index over the preceding 12 month period or 2.5% (whichever is the greater).

6.7 Where Customer requires invoices to reference Customer’s purchase order number, Customer agrees to provide its purchase order to Relative Insight within 7 days of signature of the corresponding Order Form. All terms, conditions, or provisions which may appear as pre-printed language or otherwise be inserted within any purchase order shall be of no force and effect and acceptance of a purchase order will not constitute a written instrument modifying the Agreement.

 

7. ADDITIONAL USER SUBSCRIPTIONS

7.1 Subject to clause 7.2, Customer may, from time to time during any Subscription Term, increase the number of Authorised Users set out in the Order Form and Relative Insight shall in its discretion grant access to the Services, Documentation and Deliverables to such additional Authorised Users in accordance with the provisions of this Agreement.

7.2 If Customer wishes to increase the number of Authorised Users, Customer shall notify Relative Insight in writing. If Relative Insight approves Customer’s request, Customer shall, within 30 days of the date of Relative Insight’s invoice, pay the relevant fees for such additional Authorised Users which, if purchased part way through the Initial Subscription Term or any Renewal Period (as applicable), shall be pro-rated from the date of activation by Relative Insight for the remainder of the Initial Subscription Term or Renewal Period (as applicable).

 

8. INTELLECTUAL PROPERTY OWNERSHIP

8.1 Relative Insight shall retain ownership of all Relative Insight IPR and Customer shall retain ownership of Customer IPR. The only IPR granted to either party are as expressly stated in this Agreement.

8.2 Relative Insight warrants that it has all the rights in relation to the Services, Documentation and the Deliverables that are necessary to grant the rights it purports to under this Agreement and that their use by Customer in accordance with the Terms shall not infringe the IPR of third parties or Applicable Law.

8.3 Customer shall retain ownership of all Customer IPR.

8.4 Customer warrants that it has all the rights in the Customer Data that are necessary to grant the licence in clause 8.5 to Relative Insight, and that the use of Customer Data in providing and receiving the Services under the Agreement does not infringe the IPR of third parties or Applicable Law.

8.5 Customer hereby grants Relative Insight a fully paid-up, non-exclusive, royalty-free licence to use Customer Data as necessary to provide the Services to Customer for the term of this Agreement.

8.6 Relative Insight shall have the right to collect and analyse data and other information solely relating to the usage of the Services (which for the avoidance of doubt shall not include Customer Data). Relative Insight shall be free to use this data to improve and enhance the Services and to disclose any data solely in aggregate or other de-identified form in connection with its business.

 

9. IPR INDEMNITIES

9.1 Relative Insight shall defend Customer against any claim that Customer’s use of the Services, Documentation or Deliverables in accordance with this Agreement infringes any third party’s IPR and shall indemnify Customer for any amounts awarded against Customer in judgment or settlement of such claims, provided that:

9.1.1 Relative Insight is given prompt notice of any such claim;

9.1.2 Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Relative Insight in the defence and settlement of such claim, at Relative Insight’s expense; and

9.1.3 Relative Insight is given sole authority to defend or settle the claim.

9.2 In the defence or settlement of any claim pursuant to clause 9.1, Relative Insight may procure the right for Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to Customer and provide a pro-rated refund in respect of any Services paid for but not received, without any other liability to Customer under the Agreement or otherwise.

9.3 In no event shall Relative Insight, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on:

9.3.1 a modification of the Services, Documentation or Deliverables by anyone other than Relative Insight; or

9.3.2 Customer’s use of the Services, Documentation or Deliverables in a manner contrary to the instructions given to Customer by Relative Insight; or

9.3.3 Customer’s continued use of the Services, Documentation or Deliverables after notice of the alleged or actual infringement from Relative Insight or any appropriate authority.

9.4 Customer shall defend Relative Insight against any claim that Relative Insight’s use of Customer Data (including, where instructed by Customer/its Authorised Users, Relative Insight’s collection of Customer Data) in accordance with this Agreement infringes any third party’s IPR and shall indemnify Relative Insight for any amounts awarded against Relative Insight in judgment or settlement of such claims, provided that:

9.4.1 Customer is given prompt notice of any such claim;

9.4.2 Relative Insight does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Customer in the defence and settlement of such claim, at Customer’s expense; and

9.4.3 Customer is given sole authority to defend or settle the claim.

9.5 This clause 9 sets out each parties’ sole remedies and sole liabilities and obligations respectively for any actual, threatened, or alleged claims that the Services, Documentation or Deliverables (in the case of Relative Insight) or Customer materials including but not limited to Customer Data (in the case of Customer) infringes, misappropriates, or otherwise violates any IPR of any third party.

 

10. DATA PROTECTION

10.1  Where the parties have agreed that Customer may upload Customer Data that contains Personal Data to the Software for analysis as part of the Services and Customer has signed Relative Insight’s data processing agreement, the terms of the data processing agreement will apply in addition to these Terms.

10.2 In all other cases, Customer warrants that any Customer Data it uploads to the Software (or provides to Relative Insight to upload) will not contain any Personal Data.

10.3 The Customer shall indemnify, keep indemnified and hold harmless Relative Insight in full for any breach of the warranty in clause 10.2, and any associated data loss, corruption or breach.

 

11. CONFIDENTIALITY

11.1  Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any Confidential Information of the other party.

11.2  Each party may disclose the other party’s Confidential Information to its employees, officers, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement, provided anyone to whom it discloses Confidential Information is subject to similarly restrictive confidentiality provisions; or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3  No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

11.4 Neither party shall make, or permit any person to make, any public announcement concerning this Agreement or otherwise publicise the relationship without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law or any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

11.5 Each party acknowledges and agrees that a breach or threatened breach by either party of its obligations under this clause 11, or in the case of Customer, clause 5.4, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in such event, the affected party will be entitled to equitable relief.

 

12. LIMITATION OF LIABILITY

12.1 Nothing in this Agreement limits any liability:

12.1.1 for death, personal injury, fraud or fraudulent misrepresentation or any other liability which cannot be legally limited;

12.1.2 for any breach, infringement or misappropriation of either party’s IPR; 

12.1.3 for Customer’s liability pursuant to clause 5.4 (Customer’s Obligations); or

12.1.4 under clause 10.3.

12.2  Subject to Clause 12.1, neither party shall be liable to the other party for any of the following types of loss: 

12.2.1 indirect, consequential or special damages;

12.2.2 loss of profits, business or savings;

12.2.3 anticipated profits or savings;

12.2.4 wasted costs;

12.2.5 loss of opportunity; or

12.2.6 depletion of goodwill and/or similar losses.

12.3 Subject to clause 12.1, excluding any breach of clause 11 (Confidentiality), each party’s total aggregate liability shall be limited to the value of the total fees paid or payable by Customer to Relative Insight during the 12 months immediately preceding the date on which the claim arose.

12.4 References in this clause to liability include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

 

13. FORCE MAJEURE

Neither party shall be in breach of the Agreement or liable for any failure or delay in performance under the Agreement if the failure or delay arises from any events outside its reasonable control. If the failure or non-performance continues for more than 30 days, the unaffected party may terminate the Agreement by providing 30 days’ prior written notice to the affected party. This clause 13 shall not apply to Customer’s obligation to pay the fees payable under this Agreement.

 

14. PREMIUM FEATURES

14.1 This clause 14 shall apply only to Premium Features and shall take precedence over any other terms and conditions in these Terms where there is a conflict.

14.2 When Relative Insight makes Premium Features available to Customer, then, to the fullest extent permitted by Applicable Law, Relative Insight shall not under any circumstance be liable to Customer for any reason during the Free Trial Period unless such exclusion of liability is unenforceable under Applicable Law, in which case, Relative Insight’s total aggregate liability relating to the Premium Feature(s) shall be limited to £100.

14.3 Relative Insight disclaims, to the fullest extent permitted by Applicable Law, all warranties or representations concerning the Premium Feature(s), and all Services are provided “as is” without any warranty during the Free Trial Period.

14.4 Upon expiration of the Free Trial Period, the Premium Features shall automatically be added as a Service at its then current pricing for the Subscription Term, unless Customer provides Relative Insight with at least 7 days’ advanced written notice that Customer does not wish to use the Premium Features beyond the Free Trial Period.

14.5 All Deliverables made available to Customer during the Free Trial Period will be permanently lost unless the Premium Features are automatically added to the Services pursuant to clause 14.4.

 

15. CONSEQUENCES OF TERMINATION

15.1 On expiry or termination of this Agreement for any reason:

15.1.1 all licences granted under this Agreement shall immediately terminate and Customer shall immediately cease all use of the Software; and

15.1.2 subject to clauses 4.8 and 14.5, after six months Relative Insight may destroy or otherwise dispose of any of Customer Data in its possession unless Relative Insight receives a written request for delivery to Customer of the then most recent back-up of Customer Data within ten days of termination of the Agreement. Relative Insight shall use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of the request, provided that Customer has paid all fees and charges outstanding at and resulting from termination.

15.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

 

16. GENERAL

16.1  Neither party may assign any of its rights under this Agreement except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Relative Insight may at any time sub-contract all or any of its rights or obligations under this Agreement.

16.2 No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Notwithstanding the foregoing, Relative Insight may revise these Terms from time to time to reflect changes to the law, new regulations or improvements or enhancements to our Services. Customer should check the Start Date of the Terms when it agrees to use the Services. Previous versions of the Terms are available here. By continuing to use the Services after the updates to the Terms come into effect, Customer agrees to be bound by the revised Terms.

16.3 If any part of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this agreement is deemed deleted under this clause 16.3, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.4 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

16.5 A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.6  Nothing in this Agreement establishes or is deemed to establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

16.7 The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.8 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email; in the case of Relative Insight to legal@relativeinsight.com and in the case of Customer to the email address stated on the Order Form. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. This clause does not apply to the service of any proceedings.

16.9 This Agreement and any dispute or claim arising out it shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

16.10 The parties agree to sign this Agreement by electronic signature and that this method of signature is as conclusive of the parties’ intention to be bound by this Agreement as if signed by each party’s manuscript signature.

16.11 For the avoidance of doubt, this Agreement is not a divisible contract.

 

17. BRAND AGENCIES

17.1 Relative Insight agrees to brand agencies using the Services for the provision of services to their own customers on the following conditions:

17.1.1 The brand agency is the Customer under this Agreement and is the only beneficiary of the Granted Rights under clause 2; and

17.1.2 Notwithstanding clause 17.1.1, the brand agency is permitted to provide the Deliverables to its own customers as part of its own services providing that its customers are subject to equivalent terms and conditions to those under this Agreement and Customer procures their compliance with the same.