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Terms and Conditions General Service Terms is owned by EmergeONE Zero Ltd, a company registered in England and Wales with number 12869825 and registered address of 4 White Orchards, London, England, N20 8AQ (EmergeONE Zero, We, Us, Our). We offer use of the business modelling and planning software (Software) to you in accordance with these terms and conditions (Terms). When you use the Software in any way, you enter into a legal contract with us. You have no right to use the Software unless you unconditionally agree to the Terms. You are responsible for checking and reviewing the terms regularly to keep updated to any changes and your continued use of the Software will assume acceptance of such terms.

1. Subscriptions

1.1. Subject to your compliance with these Terms, we hereby grant you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit you to use the Software during the Subscription Term solely for your internal business operations (a Subscription); this clause also relates to and excludes access or usage from other financial consultants, practitioners or trainers.

1.2. You will not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or is otherwise illegal or causes damage or injury to any person or property, and we reserve the right, without liability or prejudice to our other rights, to disable your access to the Software in respect of any material that breaches the provisions of this clause.

1.3. You will not (except to the extent expressly permitted under these Terms) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means, or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, or access all or any part of the Software in order to build a product or service which competes with the Software, or use the Software to provide services to third parties, or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party, or attempt to obtain, or assist third parties in obtaining, access to the Software, other than as provided in the Terms.

1.4. You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify us. The right to access the Software, and all other rights provided to you in these Terms, are granted to you only and will not be considered granted to any other Group Company of yours.

2. Software

2.1. We will, during the Subscription Term, provide the Software to you on and subject to these Terms.

2.2. We will use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time and unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.

2.3. The Software is provided ‘as is’, and we:

(a) make no warranty as to its fitness for a particular purpose;
(b) do not warrant that your use of the Software will be uninterrupted or error-free; or that the information obtained by you through your use of the Software, or your reliance on such information, will meet your requirements; and
(c) are not responsible for any any other loss or damage resulting from your use of the Software and you acknowledge that the Software may be subject to limitations, delays and other problems inherent in the use of internet communications facilities.

2.4. Our relationship with you will not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided in these Terms. We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.

3. Your obligations

You will:

(a) provide us with all necessary co-operation and information as we may require in order to provide you access to the Software;
(b) comply with all applicable laws and regulations with respect to your activities under these Terms;
(c) carry out your responsibilities set out in these Terms in a timely and efficient manner;
(d) ensure that you use the Software in accordance with these Terms and agree you will be responsible for any breach of these Terms by someone accessing the Software on your behalf;
(e) obtain and will maintain all necessary licences, consents, and permissions necessary for us to perform our obligations;
(f) ensure that your network and systems comply with the requirements of the Software; and
(g) be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

4. Charges and payment

4.1. In order to purchase and use a Subscription, you will provide valid credit card details to us, you hereby authorise us to bill such credit card on a regular basis in order for you to pay for the Subscription Fees.

4.2. All amounts and fees stated relating to these Terms, the Software and any other service or product of ours:

(a) will be payable in pounds sterling;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which you will pay at the appropriate rate.

4.3. We will be entitled to increase the Subscription Fees at any time upon notice to you by email or by publishing updated pricing information on our website. If you continue to use the Software following such notification, you accept any new or increased Subscription Fees.

5. Proprietary rights

You acknowledge and agrees that we and/or our licensors own all intellectual property rights in the Software. We do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, save as set out in these Terms.

6. Confidentiality

6.1. We will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than in respect of the relationship set out in these Terms.

6.2. Confidential Information will not be deemed to include information that is or becomes publicly known other than through any act or omission of the receiving party, was in the other party’s lawful possession before the disclosure, is lawfully disclosed to the receiving party by a third party without restriction on disclosure or is independently developed by the receiving party, which independent development can be shown by written evidence.

6.3. We will not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

6.4. You acknowledge that details of the Software constitute our Confidential Information.

6.5. We acknowledge that the Customer Data is your Confidential Information.

6.6. No party will make, or permit any person to make, any public announcement concerning our relationship without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction, save that we may from time to time include your name, logo and a brief statement you accessed the Software provided, publicly on our website, in other marketing material and in relevant sections of any proposals and tender documentation.

6.7. The above provisions of this clause 6 will survive termination of the relationship between us as set out in these Terms, however arising.

7. Indemnity

You will indemnify and hold us, our Group Companies, officers and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and legal fees) from any claim or demand made by any third party due to or arising out of your access to and/or use of the Software, your violation of these Terms or applicable laws, rules or regulations in connection with your use of the Software, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

8. Limitation of liability

8.1. We will not be responsible for direct or consequential loss of profit or any other business damage caused by reliance on the Software. In no event will we or our officers, directors, employees, or agents be liable with respect to the Software or the subject matter of these Terms under any contract, negligence, tort, strict liability or other legal or equitable concept

(a) for any amount in the aggregate in excess of the fees paid by you for the Software during the 3-month period preceding the applicable claim;
(b) for any indirect, incidental, punitive, or consequential damages of any kind whatsoever;
(c) for data loss or cost of procurement of substitute software of services; or
(d) for any matter beyond our reasonable control.

9. Term and termination

9.1. The legal relationship between you and us set out in these Terms will commence on the Effective Date and will continue for the Subscription Term and, thereafter, will be automatically renewed for successive Renewal Periods unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Subscription Term or any Renewal Period, or otherwise terminated in accordance with the provisions of these Terms.

9.2. Without affecting any other right or remedy available to us, we may terminate your access to the Software with immediate effect if you fail to pay any amount due on the due date for payment; or you commit a material breach of any of these Terms.

9.3. On termination of the relationship set out in these Terms for any reason:

(a) all licences granted under these Terms will immediately terminate and you will immediately cease all use of the Software;
(b) each party will return and make no further use of any, property, documentation and other items (and all copies of them) belonging to the other party;
(c) you will be responsible for charges already incurred up until the point of termination, including the prepayment of the current Subscription Term or Renewal Period;
(d) we may destroy or otherwise dispose of any of Customer Data in our possession unless we receive, no later than ten days after the effective date of the termination, a written request for the delivery to you of the then most recent back-up of Customer Data. We will use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (including our reasonable expenses in retuning the Customer Data); and
(e) 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 these Terms which existed at or before the date of termination will not be affected or prejudiced.

10. General

10.1. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

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

10.3. These Terms constitute 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 it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms, and agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in these Terms. Nothing in this clause will limit or exclude any liability for fraud.

10.4. You will not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

10.5. Nothing in these Terms is intended to or will operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to 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).

10.6. These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns and our Group Companies) pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.7. You agree that we may send you notices via e-mail, regular mail, or alerts within the Software.

10.8. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales and party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

11. Interpretation

11.1. The definitions and rules of interpretation in this clause apply in the Terms.

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

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6.4. or clause 6.5.

Customer Data: any data entered into the Software by you or on your behalf.

Effective Date: the date upon which you purchase a Subscription or start using the Software, whichever is earlier.

Group: in relation to a company, that company, any subsidiary or holding company, and any subsidiary of a holding company of that company, from time to time.

Group Company: in relation to a company, any member of its Group.

Initial Subscription Term: the initial term of you access to the Software in accordance with these Terms, being 12 months.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Renewal Period: an extension of the Subscription Term as set out in clause 9.

Software: the business modelling and planning software.

Subscription: as defined in clause 1.1.

Subscription Fees: the subscription fees payable by you to us (as notified by us to you from time to time) for use of the Software.

Subscription Term: as defined in clause 13.1.

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.

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