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PRIMED ACCESS – TERMS AND CONDITIONS OF USE

ACCEPTANCE OF THESE TERMS

YOUR USE OF “ACCESS” CONSTITUTES YOUR ACCEPTANCE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

Primed is a trading style of the Outset Group which is a collaborative venture between Outset (UK) Ltd (04607565), its subsidiary companies/affiliated entities, including UK Health, Safety & Environmental Training Ltd (07106035) and Outset Legal LLP (OC353570).

The Services, including all features and content are made available by Outset (UK) Limited (“Primed”) and all use of the Services by the Client is subject to the following terms and conditions (“Terms”).

Definitions

In these Terms:

Affiliate	means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
Applicable Laws	means as applicable from time to time: (a)any laws, regulations or other subordinate legislation; and (b)any policies, guidelines or industry codes made by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business (in each case whether or not legally binding), which apply to the performance of the Service or to which either party is subject;
Authorised Users	means any person authorised to use the Services by the Client, including employees and contractors of the Client;
Business Day	means a day other than a Saturday, Sunday or bank or public holiday in England;
Client	the entity contracting with Primed in order to use the Services;
Client Data	means all information, data and content which is either: (a)provided by the Client or by an Authorised User to Primed when accessing, using or receiving the Service or otherwise in connection with these Terms; (b)uploaded to the System by the Client or an Authorised User; (c)related, developed or generated by the Client or an Authorised User while accessing, using or receiving the Service or otherwise in connection with these Terms; (d)generated specifically and solely for: (i)the performance of the Service for the benefit of the Client or its Authorised Users; or (ii)the access by the Client or its Authorised Users to the Service; (e)Client Personal Data; and/or (f)derived and/or generated from, or based on, (in whole or in part) any of the foregoing;
Commencement Date	means the commencement date of access to the Services by the Client;
Confidential Information	means any information, however conveyed or presented, that relates to the business, affairs, operations, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel, customers and/or suppliers of the disclosing party, together with all information derived by the receiving party from such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked ‘confidential’), or which ought reasonably be considered to be confidential;
Data Protection Laws	means any Applicable Laws relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including: (a)the GDPR; (b)the Data Protection Act 2018; (c)any laws which implement any such laws; (d)any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and (e)all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (in each case whether or not legally binding);
Data Protection Supervisory Authority	means any regulator, authority or body responsible for administering Data Protection Laws;
Documentation	means the documents (in whatever media) provided or made available to the Client in hard or soft copy to facilitate use of the Services by the Client or the Authorised Users;
Force Majeure Event	means an event falling within the description set out at clause 17;
Free or Trial Services	means any part of the Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis);
Intellectual Property Rights	means copyright, patents, rights in inventions, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Licensed Materials	means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of Primed in connection with the Services, but excluding all Client Data;
Malicious Code	means any program or code which may prevent, impair, affect the reliability of, destroy, damage, interfere with, corrupt, or cause undesired effects on any program, computer, system, software, code, data or other information (including all viruses, worms, trojan horses, spyware, logic bombs and similar files, scripts, agents, things or devices);
Non-Primed Materials	means Licensed Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Client and the relevant third party (including such Non-Primed Materials which may be linked to, interact with or used by the Services);
Permitted Affiliate	means each of the Client’s Affiliates agreed by Primed to utilise the Services;
Permitted Purpose	shall mean the use of the Services in the ordinary course of the Client’s business and for internal purposes only, including the Client and its Authorised Usersaccessing the Services to view, download and customise (where applicable) the Licensed Materials.
Personal Data	has the meaning given in applicable Data Protection Laws from time to time;
Privacy Policy	means Primed’s privacy policy (http://outsetuk.test/privacy/) setting out the terms on which Primed will process any Client Personal Data;
Services	means the provision of the Access system and the Support Services to the Client and its Authorised Users;
Service Hours	means 24 hours a day, seven days a week;
Support Services	means in respect of the Services, the support services provided by Primed to the Client as described in these Terms or as otherwise agreed between the Client and Primed;
System	means the systems (including all hardware, equipment, software, peripherals and communications networks) owned, controlled, operated and/or used by Primed to supply the Service (but excluding all systems owned or made available by the Client or the Client’s third-party suppliers);
Term	means the effective term of these Terms as set out in clause 2.

Commencement and TermThese Terms shall commence on the Client’s acceptance of the Terms and, unless terminated earlier in accordance with clause 13 or otherwise in accordance with the provisions of these Terms, shall continue for the duration of the Client’s and its Authorised Users’ use of the Services.
Provision of the ServicesOperation of the Services
1. Primed shall use its reasonable endeavours to provide and make the Services available during the Service Hours in accordance with the provisions of these Terms.
2. Primed will use reasonable endeavours to notify the Client in advance of scheduled maintenance but the Client acknowledges that it may receive no advance notification for downtime caused by a Force Majeure Event or for other emergency maintenance.
3. Support Services shall be available for the Services to the Client for the duration of the Term as agreed between Primed and the Client.
4. Except as otherwise agreed between the Client and Primed, the rights granted under these Terms shall not extend to any Client Affiliate and the Client shall not make any of the Services available to any of its Affiliates except with Primed’s prior written approval.
5. Where Primed expressly permits the use of the Services by one or more of the Client’s Affiliates, each Client Affiliate shall be added as a Permitted Affiliate. The Client shall ensure that each Permitted Affiliate complies with these Terms including any restrictions on access to or use of the Services.
6. The Client will be responsible and liable for the acts and omissions of any of the Client’s Permitted Affiliate(s) and for all access to and use of the Licensed Material by any of its Affiliates.
  Use of the Services
7. Primed grants the Client and the Client’s Authorised Users a non-exclusive, non-transferable, non-sublicensable, limited term, revocable license to:
  1. access and use the Services during the Service Hours for the Permitted Purpose only;
  2. copy and use the Licensed Materials as strictly necessary for its internal business operations;
  3. download and store in machine readable format a copy of the Licensed Materials; and
  4. download and store template documents and adapt them for use in the Client’s organisation
8. The Client shall provide accurate and complete registration information when registering to use the Services. The Client shall inform Primed of any changes to such information. The Client’s registration allows the Authorised Users to use the Services in accordance with these Terms. Each Authorised User will create its own unique username and password and the Client shall ensure that the Authorised Users do not share its username and password to any unauthorised third-party.
9. Subject to clause 3.5, Primed does not permit anyone other than the Client and its Authorised Users to use the sections of the Services requiring registration by using a name and a password. The Client shall be responsible for any unauthorised use of the Services under its account.
10. The Client retains the right to use the Services to access and retrieve all or any part of the Client Data at any time during the Term. On request, and within one month of the end of the Term, the Client may have access to the Services in order to access and retrieve Client Data following the expiry or termination of these Terms.
11. The Client acknowledges that the Services do not include:
  1. any services, systems or equipment required to access the internet (and that the Client is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services); or
  2. dedicated data back up or disaster recovery facilities (and the Client should ensure it at all times maintains backups of all Client Data).
12. The Client shall (and shall ensure all Authorised Users shall) at all times comply with all Applicable Laws relating to the use or receipt of the Services including laws relating to privacy, data protection and use of systems and communications.
13. The Client shall not;
  1. use the Services for commercial exploitation; nor
  2. decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Services or the Content;
  3. use any robot, spider, other automatic software or device, or manual process to monitor or copy any Content without our prior written permission;
  4. use the Services to transmit any false, misleading, fraudulent or illegal communications; nor
  5. copy, modify, reproduce, republish, distribute, display or transmit for commercial, non-profit or public purposes all or any portion of the Services except to the extent permitted under these Terms.
14. Third party content may be accessed via the Services. Primed are not responsible for, nor have any liability in respect of, any third-party content accessed via the Services.
15. Primed accepts no liability or responsibility to any unauthorised third-party who benefits from, uses or relies on the Services or gains unauthorised access to the Licensed Materials. The Client will indemnify Primed from and against all liabilities, losses, damages, costs and expenses that Primed incurs in connection with any claims against Primed by any such third-party.
16. The use and access of the Services are subject to storage and usage limits as agreed between the Client and Primed. In the event that the Client exceeds any limits agreed between the parties, Primed will charge the Client for the extra usage in accordance with its standard rates from time to time.
17. The Client shall have in place and maintain all appropriate and up-to-date technical and organisational measures designed to protect all Licensed Materials against unauthorised access, disclosure, copying or distribution and the Client shall comply with Primed’s reasonable instructions from time to time in any matters relating to the protection of and the prevention of piracy of Licensed Materials.
  Changes to the Services
18. Primed may at its absolute discretion improve or update the Services without the Client’s prior written consent.
19. The Client acknowledges that Primed shall be entitled to modify the features and functionality of the Services. Primed may, without limitation to the generality of this clause 3.20, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Services, remove or restrict application programming interfaces or make alterations to data retention periods.
  Service Levels
20. Primed shall use its reasonable endeavours to make the Services available and operable for access and use by the Client and its Authorised Users in material conformity with these Terms except where the Services are not available as a result of:
  1. misuse of the Services by the Client or any Authorised User or Permitted Affiliate;
  2. failure of internet connectivity;
  3. any scheduled downtime;
  4. Force Majeure Events;
  5. data corruption due to the Client or an Authorised User’s error;
  6. any actions, inactions or omissions (including but not limited to technical failures) of a third-party provider outside of Primed’s reasonable control; or
  7. an unauthorised change by the Client that affects the configuration of the Services.
  Authorised Users
21. The Client shall ensure that only Authorised Users use the Services and that such use is at all times in accordance with these Terms. The Client shall ensure that Authorised Users are, at all times whilst they have access to the Services, the employees or contractors of the Client.
22. The Client shall keep a list of all Authorised Users and shall notify Primed within two Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by the Client such that they are no longer entitled to be Authorised Users.
23. The Client shall:
  1. be liable for the acts and omissions of the Authorised Users as if they were its own;
  2. only provide Authorised Users with access to the Services via the access method provided by Primed and shall not provide access to (or permit access by) anyone other than an Authorised User; and
  3. procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Client under these Terms, including all obligations and restrictions relating to Primed’s Confidential Information.
24. The Client warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Client organisation as necessary for use of the Services) their password or access details for the Services.
25. The Client shall comply (and shall ensure all Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Client Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Client Data or the Documentation (or any part) to, or access or use the Services, the Client Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom without first obtaining such licence or other approval.
Warranties and obligations
1. Subject to the remainder of this clause 5, Primed warrants that it will provide the Services with reasonable care and skill.
2. The Client acknowledges that clause 5.1 does not apply to any Free or Trial Services offered by Primed or to Support Services provided in connection with the same. Free or Trial Services and Support Services provided in connection with the same are provided ‘as is’ and without warranty to the maximum extent permitted by law.
3. The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Client acknowledges that such risks are inherent in cloud services and that Primed shall have no liability for any such delays, interruptions, errors or other problems.
4. If there is a breach of the warranty in clause 5.1 Primed shall at its option use reasonable endeavours to repair the impacted Services within a reasonable time. To the maximum extent permitted by law, this clause 5.4 sets out the Client’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranty in clause 5.1.
5. The warranty in clause 5.1 is subject to the limitations set out in clause 11 and shall not apply to the extent that any error in the Services arises as a result of:
  1. incorrect operation or use of the Services by the Client or any Authorised User;
  2. use of any of the Services other than for the Permitted Purpose;
  3. use of any Services with other software or services or on equipment with which it is incompatible;
  4. any act by any third party (including hacking or the introduction of any virus or Malicious Code);
  5. any modification of Services (other than that undertaken by Primed or at its direction); or
  6. any breach of these Terms by the Client (or by any Permitted Affiliate or Authorised User).
6. Primed may make Non-Primed Materials available for the Client’s use in connection with the Services. The Client agrees that:
  1. Primed has no responsibility for the use or consequences of use of any Non-Primed Materials;
  2. the Client’s use of any Non-Primed Materials shall be governed by the applicable terms between the Client and the owner or licensor of the relevant Non-Primed Materials;
  3. the Client is solely responsible for any Non-Primed Materials used in connection with the Services and for compliance with all applicable third-party terms which may govern the use of such Non-Primed Materials; and
  4. the continued availability, compatibility with the Services and performance of the Non-Primed Materials is outside the control of Primed and Primed has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-Primed Materials;
7. The Client acknowledges that no liability or obligation is accepted by Primed (howsoever arising whether under contract, tort, in negligence or otherwise):
  1. that the Services shall meet the Client’s individual needs, whether or not such needs have been communicated to Primed; or
  2. that the operation of the Services shall not be subject to minor errors or defects.
8. Other than as set out in this clause 5, and subject to clause 11.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
Misuse of the Services
1. Where the Client or an Authorised User has breached these Terms, Primed shall have the right to:
  1. suspend the Client and the Authorised User’s access to the Services as appropriate; and
  2. remove any Client Data causing the breach from the Services.
2. Without prejudice to clause 6.1, if there is no dispute as to the facts surrounding an alleged material breach and if the Client or the Authorised User fails to remedy any such material breach within two Business Days of the Client’s receipt of the written notice, Primed shall be entitled to:
  1. suspend access to the Services by the entity in breach, being either the Client or an Authorised User; and
  2. remove any Client Data causing the alleged breach from the Services.
3. Primed shall (to the extent lawful) keep a copy of any Client Data that is removed from the Services pursuant to clauses 6.1.2 or 6.2.2 for a period of three months from the date of its removal and, on the Client’s request during that three month period, shall deliver up to the Client copies of any such Client Data.
  Monitoring Compliance
4. During the Term and for six years thereafter the Client shall maintain full and accurate records relating to Authorised Users’ and the Client’s use of the Services under these Terms.
5. The Client shall allow and procure for Primed (and any representatives of Primed) access to its premises to:
  1. inspect use of the Services; and
  2. audit (and take copies of) the relevant records of the Client,
    in each case to the extent necessary to verify that the Client is in compliance with its obligations under these Terms.
6. Unless otherwise agreed in writing, the inspection and audit referred to in clause 6.5 shall be undertaken:
  1. during the Client’s normal business hours on Business Days;
  2. subject to the provision by Primed of a minimum of five Business Days’ notice; and
  3. not more than twice in any calendar year.
7. At Primed’s request from time to time the Client shall promptly (and in any event within two Business Days of such request) provide Primed with copies of the records referred to in clause 6.4.
8. Primed may monitor, collect, store and use information on the use and performance of the Services (including Client Data) to detect threats or errors to the Services and/or Primed’s operations and for the purposes of the further development and improvement of Primed’s services, provided that such activities at all times comply with Primed’s Privacy Policy.
9. Clauses 6.4 to 6.8 shall survive termination or expiry of these Terms for a period of 12 months.
Intellectual Property Rights
1. All Intellectual Property Rights in and to the Services (including in all Documentation and all Licensed Materials) belong to and shall remain vested in Primed or the relevant third-party owner. To the extent that the Client, any of its Permitted Affiliates or Authorised Users or any person acting on its or their behalf acquires any Intellectual Property Rights in the Documentation, Licensed Materials or any other part of the Services, the Client shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Primed or such third party as Primed may elect. The Client shall execute all such documents and do such things as Primed may consider necessary to give effect to this clause 7.1.
2. The Client and the Authorised Users may be able to store or transmit Client Data using the Services. The Client hereby grants a royalty-free, non-transferable, non-exclusive licence for Primed (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Client Data to the extent necessary to perform or provide the Services or to exercise or perform Primed’s rights, remedies and obligations under these Terms.
3. To the extent Non-Primed Materials are made available to, or used by or on behalf of the Client or any Authorised User in connection with the use or provision of the Services, such use of Non-Primed Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by Primed or the third party and not by these Terms. Primed grants no Intellectual Property Rights or other rights in connection with any Non-Primed Materials.
4. Primed may use any feedback and suggestions for improvement relating to the Services provided by the Client or the Authorised Users without charge or limitation (Feedback). The Client hereby assigns (or shall or procure the assignment) of all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Primed at the time such Feedback is first provided to Primed.
5. The Client hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Primed under these Terms.
6. Except for the rights expressly granted in these Terms, the Client and the Authorised Users, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Documentation or Licensed Materials) and no Intellectual Property Rights of either party are transferred or licensed as a result of these Terms.
7. This clause 7 shall survive the termination or expiry of these Terms.
Client Data
1. Client Data shall at all times remain the property of the Client or its licensors.
2. Except to the extent Primed has direct obligations under Data Protection Laws, the Client acknowledges that Primed has no control over any Client Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Client Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Client Data and that its use (including use in connection with the Services) complies with all applicable laws and Intellectual Property Rights.
3. If Primed becomes aware of any allegation that any Client Data may not comply with these Terms, Primed shall have the right to permanently delete or otherwise remove or suspend access to any Client Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Client Data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful Primed shall notify the Client before taking such action.
4. Except as otherwise expressly agreed between Primed and the Client, Primed shall not be obliged to provide the Client with any assistance extracting, transferring or recovering any data whether during or after the Term. The Client acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Client Data, including as necessary to ensure the continuation of the Client’s business. The Client shall, without limitation, ensure that it backs up (or procures the back up of) all Client Data regularly (in accordance with its, and its Authorised User’s needs) and extracts it from the Services prior to the termination or expiry these Terms or the cessation or suspension of any of the Services.
5. Primed routinely undertakes regular backups of the Services (which may include Client Data) for its own business continuity purposes. The Client acknowledges that such steps do not in any way make Primed responsible for ensuring the Client Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, Primed shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Client Data.
6. The Client hereby instructs that Primed shall within 60 days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Client Data securely dispose of such Client Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Law requires Primed to store such Client Data. Primed shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Client Data undertaken in accordance with these Terms.
Data protectionThe Client’s use of the Services is subject to Primed’s Privacy Policy and the parties agree to comply with the provisions set out in such policy.
Confidentiality
1. Except to the extent set out in this clause 10, or where disclosure is expressly permitted elsewhere in these Terms, each party agrees to keep confidential, both during the Term and thereafter, all Confidential Information of the other and not disclose the other party’s Confidential Information to any other person without the owner’s prior written consent.
2. Subject to clause 10.7, clause 10.1 shall not apply to the extent that such information is:
  1. already known to or in possession of the receiving party prior to its disclosure;
  2. publicly available at the time of its disclosure or becomes publicly available through no wrongful act of the receiving party;
  3. rightfully received from a third party without obligation of confidentiality;
  4. independently developed by the receiving party without breach of these Terms or access to the applicable Confidential Information of the other party; or
  5. is approved for release upon the written permission of the disclosing party.
3. Subject to clause 10.7, each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s Confidential Information in order to exercise the disclosing party’s rights or perform its obligations under these Terms provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom Confidential Information is disclosed is aware of its confidential nature and complies with this clause 10 as if it were a party.
4. On the termination of these Terms for any reason Primed shall forthwith return or, at the Client’s designation, forthwith destroy all Confidential Information of the Client (and all copies thereof whether held by Primed by computer, paper or other means) in its possession or control on the date of termination (including, if required, by way of electronic data transfer) and certify to the Client that it has done so.
5. For the purposes of these Terms, the Confidential Information of the Client shall be deemed to include all Client Data which is acquired or collected by Primed in connection with these Terms.
6. Subject to clause 10.7, each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
7. To the extent any Confidential Information is Personal Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with the provisions of the Privacy Policy.
Limitation of liability and Indemnity
1. The extent of Primed’s liability under or in connection with these Terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 10.
2. Subject to clause 10.5, Primed’s aggregate liability in respect of the provision of the Services (and all Support Services provided in connection with the same) (howsoever arising under or in connection with these Terms) shall not exceed the fees paid by the Client to Primed in respect of the provision of the Services or £50,000 (whichever is applicable).
3. Subject to clause 10.5, Primed shall not be liable for consequential, indirect or special losses.
4. Subject to clause 10.5, Primed shall not be liable for any of the following (whether direct or indirect):
  1. loss of profit;
  2. destruction, loss of use or corruption of data;
  3. loss or corruption of software or systems;
  4. loss or damage to equipment;
  5. loss of use;
  6. loss of production;
  7. loss of contract;
  8. loss of opportunity;
  9. loss of savings, discount or rebate (whether actual or anticipated); and/or
  10. 10.4.10.harm to reputation or loss of goodwill.
5. Notwithstanding any other provision of these Terms, Primed’s liability shall not be limited in any way in respect of the following:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other losses which cannot be excluded or limited by applicable law.
6. The Client shall indemnify, keep indemnified and hold harmless Primed from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it as a result of the Client’s or its Authorised User’s or Permitted Affiliate’s breach of these Terms.
7. The Client acknowledges and agrees that the Licensed Materials are not intended to and do not constitute legal advice.
8. This clause 11 shall survive the termination or expiry of these Terms.
Suspension
1. Primed may suspend access to the Services to all or some of the Authorised Users if Primed suspects that there has been any misuse of the Services or breach of these Terms or any other terms agreed between the parties.
2. Where the reason for the suspension is suspected misuse of the Services or breach of these Terms or or any other terms agreed between the parties, without prejudice to its rights under clause 13, Primed will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
Termination
1. Primed may terminate the rights granted under these Terms at any time for any reason.
2. Either party may terminate these Terms immediately at any time by giving notice in writing to the other party if:
  1. the other party commits a material breach of these Terms and such breach is not remediable; or
  2. the other party commits a material breach of these Terms which is not remedied within 20 Business Days of receiving written notice of such breach.
Consequences of Termination
1. Immediately on termination or expiry of these Terms (for any reason), the rights granted by Primed hereunder shall terminate and the Client shall (and shall procure that each Authorised User and Permitted Affiliate shall):
  1. stop using the Services; and
  2. destroy and delete or, if requested by Primed, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
2. Termination or expiry of these Terms shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of these Terms that is expressly or by implication intended to continue beyond termination.
Exit and return of Client Data
1. Other than upon termination by Primed for material breach by the Client, in the event of termination or expiry of these Terms the Client and its Authorised Users shall continue to have the right to access the Services provided under these Terms for a period of one month following the expiry of the Term or termination of these Terms, as relevant in order to retrieve any Client Data.
Entire agreement
1. The parties agree that these Terms and any documents referred to in them constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
2. Each party acknowledges that it has not entered into these Terms in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms or any documents referred to in them except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in these Terms.
Force Majeure
Neither party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from any event beyond the reasonable control of that party the effects of which could not have been avoided by a party by compliance with its obligations under these Terms and which could not otherwise reasonably have been anticipated and avoided.
No partnership or agency
The parties are independent businesses and are not partners, principal and agent or employer and employee and these Terms does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
Notices
1. Notices under these Terms shall be in writing and sent to a party’s address as set out on the first page of these Terms (or to the email address set out below). Notices may be given, and shall be deemed received:
  1. by first-class post: two Business Days after posting;
  2. by airmail: seven Business Days after posting;
  3. by hand: on delivery; and
  4. by email: on receipt of a return email.
2. This clause does not apply to notices given in legal proceedings or arbitration.
Severability
1. Each clause of these Terms is severable and distinct from the others. If any clause in these Terms (or part thereof) is or becomes illegal, invalid or unenforceable under Applicable Laws, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced):
  1. the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and
  2. without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of these Terms as soon as possible.
Waiver
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under these Terms shall prevent any future exercise of it or the exercise of any other right, power or remedy.
Assignment
1. Primed may at any time assign, sub-contract, sub-licence, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under these Terms.
2. The Client shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under these Terms (including the licence rights granted), in whole or in part, without Primed’s prior written consent.
Third party rights
Except as expressly provided for in these Terms, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these Terms.
Governing law and Jurisdiction
1. These Terms and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms, its subject matter or formation (including non-contractual disputes or claims).

TERMS AND CONDITIONS OF USE

DATED: 29th November 2019

Terms and Conditions