1. Artesian Terms of Service
1. Artesian Terms of Service
1.1. Welcome. Thank you for signing up to Artesian. We will provide you with access to the Artesian services specified on the Order Form.
These Terms of Service (together with the documents referred to herein) tell you the terms and conditions on which you may make use of the Services. Please read these Terms of Service carefully before you sign up to our Services.
1.2. Agreement. By signing up to our Service you agree to these Terms of Service on behalf of the company, business or organisation you represent.
1.3. Definitions. In Section 7 below, there is a list of definitions of terms used in these Terms of Service.
1.4. Application of these Terms of Use to your Group. We acknowledge and accept that the Services and App are or may (in each case, at your direction) be provided to or for the benefit of, other members of your Group (consisting of any other person or entity that directly or indirectly controls, is controlled by, or is under common control with you, where "control" has the meaning given to it in section 1124of the Corporation Tax Act 2010). Such other members of your Group shall have the benefit of the rights including but not limited to licences (subject to any applicable obligations) granted to you under the Agreement and you, and any losses suffered by any member of your Group pursuant to the Agreement or the subject matter of it shall be recoverable by you as if the loss had been suffered by you yourself.
2. Your Use of Our Services
2.1. Your use of Artesian. By purchasing access to the Services we give you permission to use the Services in accordance with this Agreement.
2.2. Licence to use the Services and our App. Subject to the terms of thisAgreement, we grant you a royalty-free, non-exclusive, non-transferable, personal, worldwide, nonsublicenseable and irrevocable right to use and to permit your Users to use the Services. If we release an app providing access to our Services (our“App”), we grant Users a royalty-free, non-exclusive, personal, non-transferable, worldwide and irrevocable licence to use the App (including any updates we make to the App) on the User’s mobile device for the sole purpose of accessing and using theServices in accordance with this Agreement and any End User Licence Agreement specifically applicable to the App.
2.3. Restrictions on your use of the Services and our App. You must take reasonable steps to prevent any unauthorised access to, or use of, the Services and, in the event that you become aware of any such unauthorised access or use, promptly notify us. Except as expressly set out in this Agreement, you must not (a)licence, sub licence, sell, resell, transfer, assign, distribute, republish or otherwise commercially exploit or make available to any third party the Services or the App in any way; or (b) reverse engineer or access the Services or the App in order to: (c)build a competitive product or service; (d) build a product using similar ideas, features, functions or graphics of the Services, or (e) copy any ideas, features, functions or graphics of the Services.
2.4. User Licences. Your Users cannot share User login details and User accounts and login details cannot be used by more than one individual User. However, User accounts may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Services.
2.5. Prohibited Use of the Services. You shall not use the Services to access, store, distribute or transmit any viruses, data or any material during the course of your use of the Services that (a) is unlawful or illegal or facilitates any unlawful or illegal activity; (b) infringes another person’s rights; or (c) breaches applicable privacy rights or Laws. If you become aware that any content that appears to be in breach of the above rules, please notify us immediately by email to info@artesian.co.
2.6. Usage Limits. Your use of the Services shall be limited by the usage caps in accordance with our Fair Usage Policy set out in Schedule 1.
2.7. Content. In the case of any Content that is provided through the Services, we warrant that we will have obtained any necessary authority, permission or licence from the relevant third party to grant a licence to access the Content.
2.8. Users. In relation to Users, you must ensure that: (a) the maximum number ofUsers that you authorise to access the Services does not exceed the number specified on the Order Form; and (b) you must require that each User keeps secure and confidential any username and password provided for the User’s use of theServices and does not disclose such user name and password to any third party.
2.9. Reallocation of User Accounts. You may delete User accounts and authorise other users to access and use the Services; provided the number of Users permitted to access and use the Services does not exceed the maximum number of Users specified on the Order Form.
2.10. Disabling of User Accounts. We may disable any username or password, at any time and at our sole discretion, by giving written notice to you, if either a User or you have materially failed to comply with any of the provisions of this Agreement.
2.11. User Access and User Awareness. As between us and you, you are responsible for making all arrangements necessary for Users to have access to theServices. You are also responsible for bringing the terms of this Agreement and anyEULA applicable to our App to the attention of Users, and accordingly, notwithstanding any other provision of the Agreement, you may disclose the terms of this Agreement and any EULA applicable to our App to Users without restriction. You are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres.
2.12. Third Party Data Licences. Where any third party licensor requires you to enter into a direct licence with it in respect of Third Party Data: (a) you will have the right to approve the use of any related Third Party Data that we wish to provide through the provision of the Services, such approval not to be unreasonably with held or delayed; and (b) the relevant licence terms will be subject to your agreement. You agree that you have the sole responsibility to ensure that you obtain and possess all licences, authorizations and/or subscriptions (such as an NLA licence) required by the providers of the Content where and when required for you to use the Content.We shall have no responsibility for obtaining such licences, authorizations and/or subscriptions on your behalf or any liability for your failure to do so (save if you specifically ask us to do so, in writing and we have agreed to this request and provided you with evidence of the existence of any such licences, authorisations and/or subscriptions, the provision of which may be subject to any third party fees and charges which will be passed on directly by us to you).
2.13. App. When offered by us, you and your Users may use the App to access theService via a mobile device. To use the App you must have a mobile device that is compatible with the App. Artesian does not warrant that the App will be compatible with your mobile device.
3. Additional Terms
3.1. Intellectual Property Ownership. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services and our App. Except as expressly set out in this Agreement, we do not grant you any rights to or licences in respect of the Services or our App.
3.2. Our Obligations to you. We undertake to provide the Services and perform our other obligations under the Agreement in accordance with: (a) Good IndustryPractice, meeting all relevant specifications relating thereto; and (b) all applicableLaws. The undertaking in clause 3.2(a) does not apply to the extent of any nonconformance with Good Industry Practice or any specifications insofar as the nonconformance is caused by any modification or alteration of the Services by any body other than us or any person authorised by us. If the Services do not conform with the undertaking in clause 3.2(a), without prejudice to your other rights or remedies, we will use all reasonable endeavours at our own cost to correct any such nonconformance promptly, or provide you with an alternative means of accomplishing the desired performance.
3.3. Your Obligations to us. You will: (a) provide us with: (i) all co-operation reasonably requested by us in relation to this Agreement; and (ii) all necessary access to such information as may be reasonably requested by us, in order to provide the Services; (b) comply with all applicable Laws with respect to your activities under this Agreement; and (c) without prejudice to clause 2.7 and clause2.12, obtain and maintain all necessary licences, consents, and permissions necessary for you to access and use the Content and any Third Party Data and perform your obligations under this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to us.
3.4. Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into and perform its obligations under this Agreement; (b) thisAgreement is executed by a duly authorised representative of that party; (c) there are no currently in force or binding agreements with third parties the terms of which would prevent it from entering into this Agreement or would materially impede the performance by it of its obligations under this Agreement; and (d) it is not and nor are any of its directors a party to any litigation proceedings or disputes which will have a material adverse effect on its ability to perform its obligations under this Agreement.We warrant and represent that: (i) the possession of and/or use by you and Users of any material made available by or on behalf of us shall not infringe the rights, including any Intellectual Property Rights, of any third party nor expose you or anyUsers to any claims of infringement of such rights, but this shall not apply in relation to Content and Third Party Data; (ii) we have and will maintain in force and shall at all times comply with all necessary approvals, consents, licences, permissions and authorisations required for us to provide, and for you and Users to receive the benefit of, the Services; (iii) we shall use all reasonable endeavours (including the use of commercially available virus scanning software) to ensure that the Services(excluding the Content and Third Party Data) are virus and bug free; and (iv) we have not and anyone acting on our behalf has not given or offered any form of inducement to you or anyone acting on your behalf in return for you entering into thisAgreement.
3.5. Availability of the Services. We undertake to make the Services available as specified in clause 3.2. We do not own the Content or any Third Party Data accessible through the Services and except as expressly set out in this Agreement, we make no representation, warranty, undertaking, commitment or guarantee whatsoever in relation to such Content or Third Party Data. Except as expressly and specifically provided for in this Agreement: (a) you assume sole responsibility for (i)installation and integration of the Services with your IT systems including but not limited to your hardware and software; (b) all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement; and (c) we will not be responsible for any interruptions, delays, failures or non-availability affecting theServices or the performance of the Services which are caused by third party services or errors or bugs in third party software or hardware or the Internet on which we rely to provide the Services and not attributable to our wilful act or neglect, and you acknowledge that we do not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.
3.6. Confidentiality and Announcements. Each party may be given access toConfidential Information of the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (but where a party is so required to make such a disclosure, its hall, where practicable and/or permissible, consult with the other party as to the terms, content or timing of the disclosure, and shall use reasonable endeavours to limit the scope of the required disclosure and to maintain the confidentiality of the disclosed Confidential Information to the extent possible). Each party shall hold the other’s Confidential Information in confidence and not without the prior written consent of the other party make the other party’s Confidential Information available to any third party (except for its directors and employees and other third parties who are directly involved in and need to know such Confidential Information for the purpose of the provision or receipt of the Services), or use the other’s ConfidentialInformation for any purpose other than the implementation of this Agreement. Where a party discloses the other party's Confidential Information to its directors, employees or other third parties in accordance with this clause 3.6, it shall ensure that such directors, employees and third parties are aware of the confidential nature of the information and shall impose on them and procure compliance with confidentiality obligations that are substantially the same as those which are set out in this clause3.6. Each party shall keep the other party's Confidential Information secure and, without prejudice to the foregoing, take no lesser security measures and degree o fcare to protect the other party's Confidential Information than it applies to its own confidential or proprietary information. Where your Confidential Information is no longer required by us to enable us to perform our obligations under this Agreement, we shall (and shall procure that our directors, employees and other relevant third parties shall) either return such Confidential Information together with any copies, notes, transcriptions or records of the information in our control, power or possession, to you within three (3) days of demand or (at your option) destroy it and provide written certification that we have done so. We agree not, without your prior written consent, to: (a) disclose that you are our client to any third party; or (b) use your name and/or brand in any promotion or marketing or announcement of orders(and where you give consent to such use of your name and/or brand, we shall comply with your branding guidelines or other reasonable instructions notified to us from time to time). This clause 3.6 shall survive termination of this Agreement, however arising. The parties acknowledge that damages may not be an adequate remedy for any breach of this clause 3.6 and that each party shall be entitled to seek any legal or equitable relief, including an injunction, upon the breach (or reasonably anticipated breach) of any part of this clause 3.6.
3.7. Data Protection. To the extent that we process any Customer Personal Data, you agree that we do so as a data processor only and the parties agree to comply with the provisions of the Data Processing Addendum set out in Schedule 2.
3.8. Suggestions. You may choose to or we may invite you to submit comments, suggestions or ideas about the Service, including without limitation about how to improve the Service or our products (“Suggestions”). By submitting any Suggestions, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Artesian under any fiduciary or other obligation, and that we are free to use the Suggestions without any additional compensation to you, and/or to disclose the Suggestions on a non-confidential basis or otherwise to anyone, provided that this does not infringe your, any of your Group members' or any User's IntellectualProperty Rights and does not constitute a breach of clause 3.6.
3.9. Customer Data. We acknowledge that Customer Data is your property and that you reserve all Intellectual Property Rights which may, at any time, subsist inCustomer Data. We shall only store, copy or use Customer Data to the extent necessary to perform our obligations under this Agreement and we shall not otherwise process it or deal with it other than in accordance with your written instructions. We shall: (a) immediately notify you (and inform you of the remedial actions we propose to take) if we suspect or have reason to believe the CustomerData held or processed by us has or may become lost or corrupted in any way for any reason; and (b) not merge or combine Customer Data with other data except as may be necessary for the performance of our obligations under this Agreement. If at any time any incident occurs which may adversely affect the Services, CustomerData or your reputation (or the reputation of a member of your Group), then we shall notify you and provide you with details of the remedial action we propose to take, including details of how we will ensure such event does not occur in respect of, and/or there is no impact on, Customer Data.
4. Fees and Financials
4.1. Fees for use of the Services. In consideration of the due and proper performance by us of our obligations under this Agreement, you will pay the Fees for access to the Services in accordance with this Agreement. In no event shall you be responsible for any fees or charges not identified in the Order Form or otherwise agreed between you and Artesian for the provision of the Services or the provision of any other services. Unless otherwise agreed on the Order Form, the Fees are payable on an annual basis in advance by electronic fund transfer to an account nominated by us or by credit card after receipt of an invoice from us. During theLicence Term, you must pay for all User licences ordered, whether or not such User licences are actively used or not.
4.2. Late Payment of Fees. You shall pay properly submitted and valid invoices within thirty (30) days of the date on which you receive the relevant invoice ("DueDate"). If we have not received payment by the Due Date, and without prejudice to any other rights and remedies available to us: (a) we may, without any liability to you, suspend or temporarily disable all or part of your access to the Services and we will be under no obligation to provide any access to the Services while the invoice(s)concerned remain unpaid, provided that we shall have first given you at least seven(7) days' prior written notice (not to be served prior to the expiry of the relevant period allowed for payment under this clause) of our intention to suspend or temporarily disable all or parts of your access to the Services and the outstanding sum remains outstanding at the end of such seven (7) day period; and (b) interests hall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the date the relevant invoice was issued, commencing on the Due Date and continuing until fully paid, whether before or after judgment.
4.3. Currency and Taxes. All amounts and Fees stated or referred to in thisAgreement: (a) are payable in the currency specified on the Order Form; and (b) are exclusive of value added tax (“VAT”) unless otherwise expressly stated which shall be paid at the same time as payment of the Fees to the extent payable by you under relevant Law, at the rate and in the manner from time to time prescribed by such Law and provided this is properly set out in a valid VAT invoice.
4.4. Fees for Additional Users. You may add additional Users by contacting yourArtesian contact. Unless otherwise agreed, the addition of Users will be subject to the payment of additional fees by you and the terms of this Agreement. The Fees payable for each additional User will be the then current, generally applicable User fee. Additional Users added in the middle of a Licence Term will be invoiced on a pro-rata basis from the date of the invoice to the end of the Licence Term.
4.5. Incorrect Invoices. If you believe your invoice is incorrect or if we have not performed or are not performing the Services in accordance with the terms of thisAgreement, you may withhold payment of particular Fees (or elements of the Fees)you dispute, acting reasonably. If you wish to withhold any payment, you must contact us in writing within fourteen (14) days of the date on which you receive the invoice containing the amount in question.
4.6. Other Fees Payable. Any other Fees payable by you for other services provided will be charged on an as-quoted basis.
4.7. Increase of Fees. We may increase any Fees payable by an amount not more than the lower (a) of seven per cent (7%) and (b) the percentage increase in theConsumer Prices Index (published by the Office for National Statistics) over the previous year (based on the latest publication date for such Index and spanning a twelve (12) month period), by giving you written notice in the month preceding the last month of the Licence Term. Any such increase will only take effect from the commencement of the subsequent Licence Term.
4.8. Accurate Billing and Contract Information. You must provide us with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and contract administrator (if any). You agree to update this information periodically on reasonable request. If the contact information you have provided is false or fraudulent, we may immediately terminate your access to the Services in addition to any other legal remedies we may have.
5. Term and Termination
5.1. The Term of the Agreement. This Agreement shall commence on the start date specified on the Order Form and shall continue until the end date as specified on the Order Form. At the end date, you shall have the right to extend the term of theAgreement for any renewal periods specified on the Order Form, or if no renewal period is specified on the Order Form, for further renewal periods each of one (1)year. Each such renewal will take effect on the terms of this Agreement that subsist immediately prior to the renewal taking effect, but subject to clause 4.7.
5.2. Termination by you for Convenience. During the Licence Term, without prejudice to your other rights or remedies, you may terminate this Agreement for convenience, or reduce the number of User licences, without any liability on your part, at any time, by giving not less than thirty (30) days' notice in writing (or using the functionality available in the Services). No refunds of any Fees paid to us will be provided if you terminate this Agreement for convenience prior to the end of theLicence Term. If you exercise your right to terminate this Agreement for convenience, any Fees unpaid will remain payable.
5.3. Termination by Artesian for Cause. Any material breach of your payment obligations or any unauthorized use of the Services or the App (including, but not limited to, any material breach of section 2 of this Agreement) will be deemed a material breach of this Agreement for the purpose of clause 5.4. We may terminate this Agreement with immediate effect without any liability to you upon written notice to you if we receive a claim that you are using the Services in breach of a third party’s Intellectual Property Rights.
5.4. Mutual Termination Options. Either party may, without prejudice to its other rights or remedies, terminate the Agreement at any time, without liability, with immediate effect on written notice to the other if: (a) the other party commits a material breach of this Agreement (being a single event or a series of events which together amount to a material breach) which: (i) is capable of being cured and is not cured within thirty (30) days following notice requiring the other party to cure the breach; or (ii) is not capable of being cured, other than by payment of money; or (b)the other is unable to pay its debts (within the meaning of section 123 of theInsolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
5.5. Termination by you for Cause. You may, without prejudice to your other rights or remedies, terminate this Agreement with immediate effect, without liability, by giving written notice to us if: (a) a termination is recommended or required by a regulatory authority or you believe it to necessary to enable you to comply with legal or regulatory requirements to which you are subject; (b) we lose, or do not maintain, any permission or authorisation relevant to the provision of Services; (c) we breach clause 6.12; (d) you are entitled to terminate for a Force Majeure Event pursuant to clause 6.6; (e) there are weaknesses regarding our management and security of confidential, personal or otherwise sensitive data or information; or (f) there is a change of control of us which you reasonably object to.
5.6. Consequences of Termination. On termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate; (b) you shall make no further use of the Services; (c) we shall return or destroy (at your option) any of your Confidential Information including any Customer Data in a format reasonably requested by you; (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and (e)subject to clauses 5.2 and 5.3, we shall promptly refund to you, without set-off or deduction, all Fees and other amounts paid in advance which are attributable to any period following the date of termination and/or to Services not properly provided in accordance with this Agreement as at the date of termination.
6. Miscellaneous
6.1. Limitation of Liability. (a) Subject to clause 6.1(b), neither party will be liable for any losses, whether in contract, tort (including negligence), breach of statutory duty or otherwise that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; waste of management or office time; or any indirect, consequential or special damages, costs or expenses. (b)Nothing in this Agreement excludes or limits: (i) either party's liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation, theft, misappropriation of funds or wilful default or abandonment of the Agreement, or that cannot, as a matter of law, be excluded or limited; or (ii) our liability, whether categorised as direct or indirect losses, arising out of a breach of clause 3.6, clause3.7 (including the Data Protection Addendum) or under the indemnity set out in clause 6.2. (c) Subject to clause 6.1(a) and clause 6.1(b), each party's total liability in contract, tort (including negligence or breach of statutory duty), mis representation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement, shall in relation to any Licence Term be limited to an amount equal to four hundred per cent (400%) of the Fees paid or payable by you to us during that Licence Term (assuming the proper performance of the Agreement and therefore disregarding any refunds).
6.2. Indemnity. We shall at all times during and after the term of this Agreement indemnify, keep indemnified and hold harmless you (and members of your Group and your respective employees, contractors, suppliers, service providers, customers and potential customers, including any User) against all losses, costs, claims, demands, actions, proceedings, fines, penalties, awards, liabilities, damages, compensation, settlements, expenses and/or professional costs and/or charges in relation to any infringement or alleged infringement of any third party's rights, including any Intellectual Property Rights, as a result of the receipt, use or possession of the Services (excluding Content and Third Party Data itself).
6.3. Notice. All notices given by you to us must be given to accts@artesian.co. We may give notice to you at either the email or postal address you have provided to us on the Order Form by hand or by first class post at your registered office. Notice given by e-mail will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter or on receipt where given by hand. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
6.4. Variation. No variation of the Agreement shall be valid unless it is in writingsigned by or on behalf of each of the parties to the Agreement.
6.5. Assignment. Except as expressly set out in the Agreement, neither party may transfer, assign, charge, subcontract, delegate or otherwise deal with any of its rights or obligations arising under the Agreement, without the other party's prior written consent (such consent not to be unreasonably withheld). A party which subcontracts or delegates the performance of any of its obligations under this Agreement shall be responsible for all acts and omissions of its sub-contractors or delegates as if such acts and omissions were its own.
6.6. Events outside a party's reasonable control. No party shall be liable to the other for any delay or non-performance of its obligations under the Agreement to the extent arising from any cause beyond its reasonable control, including, without limitation, insofar as beyond such control, any of the following: telecommunications failure, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion ("Force Majeure Event"). Where a party is delayed or prevented from performing its obligations under this Agreement by a Force Majeure Event that party shall notify the other as soon as reasonably possible in writing with reasonable details of the Force Majeure Event, its effect on the relevant obligations and its estimated duration. The affected party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event upon the performance of its obligations under the Agreement, and shall keep the other party updated on its progress in doing so and on the ongoing impact of the Force Majeure Event. If anyForce Majeure Event prevents us from fulfilling our obligations under the Agreement for a continuous period of more than seven (7) days or an aggregate period of more than fourteen (14) days in a one (1) month period you may terminate this Agreement in accordance with clause 5.5(d).
6.7. Waiver. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided bylaw.
6.8. Severance. If any provisions (or part of a provision) of this Agreement are foundby any court or administrative body of competent jurisdiction to be invalid,unenforceable or illegal, the other provisions shall remain in force.
6.9. Entire Agreement. This Agreement and any documents referred to in it,constitute the whole agreement between the parties and supersede any previousarrangement, understanding or agreement between them relating to the subjectmatter they cover.
6.10. No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name of on behalf of or otherwise bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
6.11. Third Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of ThirdParties) Act 1999.
6.12. Anti-Bribery and Anti-Corruption. We shall and shall procure that persons associated with us in connection with this Agreement or other persons who are performing services on our behalf in connection with this Agreement shall: (a)comply with all applicable laws, statutes, regulations, directives and codes relating to anti-bribery and anti-corruption ("Relevant ABC Requirements"), including, but not limited to, the Bribery Act 2010; (b) not do, or omit to do, any act that will cause or lead you to be in breach of any of the Relevant ABC Requirements; (c) promptly report to you, to the extent permitted by law, any request or demand for any undue financial or other advantage of any kind received by us in connection with the performance of this Agreement; (d) have and shall maintain in place throughout the term of this Agreement our own policies and procedures, including, but not limited to, adequate procedures under the Bribery Act 2010, to ensure compliance with theRelevant ABC Requirements, and will enforce them where appropriate; and (e) on request by you, certify compliance with this clause 6.12. We shall indemnify you against any losses, liabilities, damages, costs (including, but not limited to, legal fees) and expenses incurred by, or awarded against, you as a result of any breach of this clause 6.12. Breach of this clause 6.12 shall give you the right to terminate thisAgreement immediately upon written notice by reason of our irremediable breach.
6.13. Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts ofEngland and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation(including non-contractual disputes or claims).
7. Definitions
In this Agreement, save where the context requires otherwise, the following words and expressions have the following meaning:
“Agreement” means these Terms of Service and any terms agreed to on the OrderForm and any materials available on the Artesian website specifically incorporated by reference herein;
“App” has the meaning ascribed to it in section 2;
“Artesian” means Artesian Solutions Limited, a company registered in England andWales under company number 05667880, having its registered address at 2 Winnersh Fields, Gazelle Close, Winnersh, Berkshire RG41 5QS. Our VAT number is 881 3415 24;
“Confidential Information” means all information that disclosed by one party to another whether before or after the date of the Agreement, which is proprietary or confidential and is either clearly labelled as such or would appear to a reasonable person to be proprietary or confidential, including information about the party's products, operations, processes, plans or intentions, developments, trade secrets, know-how, design rights, market opportunities, personnel, suppliers and customers of the party disclosing it, all Customer Data and all information derived from any of the above together with the existence or provisions of the Agreement and the negotiations relating to it;
“Content” means the textual, visual or aural content and any other information, data or materials generally available via the world wide web that you access via theServices;
“Customer Data” means any data or information such as email addresses transferred by you to us as a result of your use of the Services, including CustomerPersonal Data (but excluding any Content or Third Party Data);
“Customer Personal Data” means any personal data (as defined in the GDPR)contained in the Customer Data, Third Party Data or other personal data that we process on your behalf in connection with our provision of the Services;
“End User Licence Agreement (“EULA”)” means a licence between Artesian and aUser for use of the App;
“Fees” means the amounts set out on the Order Form or otherwise agreed between you and Artesian for the provision of the Services or the provision of any other services;
"Good Industry Practice" means the exercise of the highest degree of skill, care, prudence, efficiency, foresight and timeliness which would reasonably be expected from a person highly skilled and experienced in providing services similar to the Services;
“Intellectual Property Rights” means un patented inventions, patent applications, patents, design rights, copyrights, trademarks (whether registered or unregistered),service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives there of, and forms of protection of a similar nature anywhere in the world;
"Laws" means any applicable law, statute, bye-law, regulation, order, regulatory policy (including any requirement or notice of any regulatory body), guidance or industry code of practice, rule of court or directives, delegated or subordinate legislation in force from time to time;
“Licence Term(s)” means the period from the start date up to and including the end date, as specified on the Order Form;
“Services” means the services identified in an Order Form, including the supply of the Content and Third Party Data; “Order Form” means the form or online sign up evidencing your subscription for theServices and any subsequent forms submitted online or in written form, specifying, among other things, the number of User licences and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such form to be incorporated into and to become a part of thisAgreement;
“Third Party Data” means any data or content provided by a third party via a subscription that you access through the Services; and
“User” means any person who is permitted by you to use the Service including your and your Group members' employees, contractors, suppliers, service providers, customers and potential customers.
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