Terms & Conditions
Software as a service subscription agreement
PLEASE READ THIS AGREEMENT BEFORE USING INKASEC SERVICES.
- YOU MUST BE 18 OR OVER TO USE THE SOFTWARE OR SERVICES OFFERED BY US.
- BY ACCESSING OR USING INKASEC SOFTWARE OR SERVICES OFFERING, YOU (“the Customer or you”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
- IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR INKASEC’S SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.
This Software as a Service Agreement (“Agreement”) is entered into between Customer and INKASEC Limited incorporated and registered in England and Wales with company number 10566243 (“INKASEC or we”), whose registered office is at 138 Deans Lane, Edgware, United Kingdom, HA8 9NR. INKASEC and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.
(A) INKASEC has developed a software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis.
(B) The software of INKASEC is to allow subject access rights management, including secure delivery of responses to end user, whom wants to exercise their fundamental rights as it set in the EU GDPR requirements.
(C) The Customer wishes to use INKASEC's service in its business operations.
- The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those individuals who are authorised by the Customer to use the Software.Business Day: a day other than a
Saturday, Sunday or public holiday in England when banks in London are open for business.
Case management: part of subject access rights management, which records user’s request, customer responses for such request, and associated actions
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.
Customer Data: the data inputted by the Customer, Authorised Users for the purpose of using the Software or facilitating the Customer's use of the Software.
Effective Date: the date of successful activation of a Subscription plan.
Initial Subscription Term: the initial term of this agreement of one month as of the moment of successful activation of a Subscription plan.
Normal Business Hours: 9:00 to 17:00 local UK time, each Business Day.
Renewal Period: the period described in clause 15.1.
Software: the online Subject Access Rights management software application provided by INKASEC.
Subscription Fees: the subscription fees payable by the Customer to INKASEC for the usage of the Software, as set out at INKASEC website https://sarportal.com/#pricing
Subscription plan: on the plans offered by INKASEC website https://sarportal.com/#pricingSubscription Term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
- Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
- A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
- A reference to writing or written includes e-mail.
- References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
- The definitions and rules of interpretation in this clause apply in this agreement. Authorised Users: those individuals who are authorised by the Customer to use the Software.Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
- SaaS Services
- During the Subscription Period, Customer will receive a non exclusive, non-assignable, royalty free, worldwide right to access and use the Software solely for your internal business operations subject to terms and conditions set forth in this Agreement.
- Customer also acknowledges that this is a service agreement and INKASEC will not be delivering copies of the Software to Customer.
- Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of Customer. Should Customer require any customization of the Software or additional features, it shall address to INKASEC. However, INKASEC is not obliged to provide any additional services to Customer.
- Software is a subject access rights management solution allowing creation and management of end user requests securely.
- Software was developed by INKASEC and all property rights belong to INKASEC.
- Other than the right of usage of the Software as set forth herein no rights are granted to Customer under this Agreement.
- Service Level
- Software is designed to perform as stable as possible, however, INKASEC does not guarantee absence of periods of instability of the Software.
- Software will endeavour to achieve the availability of 99% during each calendar year of the Subscription period.
- INKASEC is entitled to suspend performance of Software for scheduled maintenance for which Customer has been provided reasonable notice delivered to Customer’s email address provided at Subscription. INKASEC will target to conduct any maintenance works out of business hours, however, we can not exclude cases when short periods of downtime will be required between 9am and 5pm from Monday to Friday.
- INKASEC shall be responsible for daily backup and disaster recovery.
- INKASEC can make necessary deployment of changes, updates or enhancements to the Software at any time. INKASEC may also add or remove functionalities or features. INKASEC may suspend or stop functioning of the Software at any time giving a termination notice 90 days prior suspension/stopping the Software.
- User Subscription
- Customers can choose any Subscription plan offered by INKASEC at the website or in accordance with Enterprise option proposal delivered by INKASEC.
- To use the Software Customer shall get registered at INKASEC website and create an account. Customer is responsible and must not disclose a password from its account to third parties. INKASEC is not responsible for any consequences of password loss or disclosure to third parties.
- Customers are responsible for provision of correct information when filling the registration form and provision of valid payment details.
- Subscription starts at the date Customer have subscribed and will be automatically renewed in accordance with the terms of a plan of subscription. At the end of the paid period the charge will be applied automatically to the set payment method for the same period.
- Subscription plan can be changed or terminated at any time in accordance with provisions of this agreement, however, no refund will be provided for the paid period and Software will be available to the Customer until expiration of the Subscription period.
- The Customer shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
- and except to the extent expressly permitted under this agreement, 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 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 except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Software.
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
- The Customer shall 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 INKASEC.
- The rights provided under this clause are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
- Charges and payment
- Customer shall pay the Subscription Fees and other fees as set forth in conditions of Subscription plan and this agreement.
- Subscription Fees are charged to the payment method set at Customer’s account once a month in advance.
- Customer is responsible for maintaining the payment method valid and actual to avoid suspension of access to the Software.
- All Subscription Fees are set excluding VAT and other taxes, if applicable. INKASEC will inform Customer about other charges prior Subscription. INKASEC is not responsible for payment of any taxes and fees other than stipulated for INKASEC activity by the legislation in force of England and Wales. Customer shall be responsible for all applicable taxes related to Subscription and usage of Software in its jurisdiction.
- If the INKASEC has not received payment on the due date, and without prejudice to any other rights and remedies of INKASEC:
- INKASEC may, without liability to the Customer, disable the Customer's account and access to all or part of the Software and INKASEC shall be under no obligation to provide any or all of the Services while the Subscription Fee concerned remain unpaid; and
- If Subscription Fee is not paid within thirty days from the moment of suspension of a Customer’s account INKASEC is entitled to permanently suspend Customer’s account and to erase all data related to this account.
- All amounts and fees stated or referred to in this agreement:
- shall be payable in pounds sterling for users in the UK and outside of EU, and payable in Euro for users in the EU;
- are non-cancellable and non-refundable;
- are exclusive of value added tax and other taxes.
- If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Subscription plan, INKASEC shall charge the Customer, and the Customer shall pay hen current excess data storage fees. INKASEC excess data storage fees current as at INKASEC’s website.
- The Supplier shall be entitled to increase the Subscription Fees and other fees at any time.
- Content Storage
- The Services are provided from the EU. By using the Software, Customer understands and agree to the storage of any personal information in the EU.
- Third party providers
- By subscribing to the services Customer agrees and accepts current hosting provider privacy terms https://aws.amazon.com/compliance/data-privacy-faq/
- Customer's responsibilities
- provide INKASEC with:
- all necessary co-operation in relation to this agreement; and
- all necessary access to such information as may be required by INKASEC in order to provide the Services;
- comply with all applicable laws and regulations with respect to its activities under this agreement;
- ensure that the Authorised Users use the Software in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreemen
- be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to INKASEC’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
- provide INKASEC with:
- Proprietary rights
- The Customer acknowledges and agrees that INKASEC and/or its licensors own all intellectual property rights in the Software. This agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software.
- INKASEC confirms that it has all the rights in relation to the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
- Each party may be given access to Confidential Information from 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:
- 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;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
- Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute INKASEC’s Confidential Information.
- INKASEC acknowledges that the Customer Data is the Confidential Information of the Customer.
- This clause 11 shall survive termination of this agreement, however arising.
- Each party may be given access to Confidential Information from 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:
- Data Protection
- In this clause, the terms 'personal data', 'data', 'data subject', ‘data controller’, ‘data processor’ and 'processing' have the meanings given to them in the Data Protection Act 2018 (the DPA 2018) and ‘data protection principles’ are those principles set out in Part 1 to the DPA 2018.
- Customer’s data:
- Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
- Customer is the Data Controller and, if it is required shall be duly registered.
- INKASEC shall, in providing the Services, comply with provisions of this agreement, EU GDPR and laws of England and Wales.
- If INKASEC processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their
intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
- the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to INKASEC so that INKASEC may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
- the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
- Data Collected by INKASEC:
The following Customer data is collected by INKASEC at subscription:
- Customer email address;
- Company name;
- First and last names of Customer representative;
- Company address;
- Customer’s billing address; and
- Mobile number.
- Financial data, credit card details and transaction history are collected by a payment processor Stripe. Customer agrees and accepts Stripe’s privacy terms: http://stripe.com/gb/privacy
The following data is collected during the Subscription period:
- Information used for creation of relevant data subject request: name, surname, email address, phone number);
- Logs and actions in the Software, including but not limited to create, update, delete, amend case data, communication with end customer and INKASEC for support purposes, etc.
- Cookies and technology data such as time spent using Software, pages visited, language, other traffic data as detailed in clause 12.4 (d).
INKASEC will use the following Cookies policy at its website:
- INKASEC may also engage one or more third-party service providers to provide online advertisements on its behalf. They may use a pixel tag or other similar technology to collect information about your visits to sites, and they may use that information to send targeted advertisements. For more information regarding this practice and to opt-out of such collection and use of this information by the third-party service providers, please see Networkadvertising.org.
- Third Party Platforms. INKASEC may collect information when Customer interacts with INKASEC advertisements and other content on third-party sites or platforms, such as social networking sites. This may include information such as “Likes”, profile information gathered from social networking sites or the fact that Customer viewed or interacted with INKASEC content
- Analytics Services: Google Analytics is used to track site statistics and user demographics, interests and behaviour on websites. INKASEC also uses Google Search Console to help understand how its website visitors find the website and to improve INKASEC search engine optimisation. Please visit https://www.google.com/analytics and https://search.google.com/search-console.
- INKASEC is not collecting any sensitive information nor executes any sensitive processing.
All data collected by INKASEC is securely stored in its system. The storage retention terms are following:
- for access logs: 12 calendar months;
- for actions in the system: during the Subscription and Renewal period until this agreement is terminated; and
- for financial data: in accordance with requirements of the legislation
- The following Customer data is collected by INKASEC at subscription:
- Compliance by INKASEC with the provisions of this clause will be at no cost to the Client save as provided in clause 12.10.
For the purposes of this Agreement:
- in terms of the Client’s data: the Client shall be deemed to be the data controller and INKASEC the data processor; and
- in terms of the data collected at Subscription INKASEC is the data controller duly registered with the Information Commissioner’s office under the number ZA284049.
- INKASEC may appoint a sub-processor (the Sub-contractor) to process any personal data processed in connection with this Agreement (the Protected Data) and shall procure that any sub-contractor is made subject to the same obligations in relation to such Protected Data as are contained in this clause.
- Each Party shall comply with any data protection, privacy or similar laws anywhere in the world (the Data Protection Laws), including but not limited to, the DPA 2018, that apply in relation to any Protected Data and the Supplier shall procure that its Sub-contractor shall comply with all Data Protection Laws.
Without prejudice to the generality of clause 12.7, in respect of Protected Data disclosed to INKASEC in connection with this Agreement (and
disclosed by the Client, data subjects or otherwise), INKASEC shall ensure that it:
- complies fully with the data protection principles in processing the Protected Data;
- only processes the Protected Data for purposes notified to it by the Client and/or the relevant data subjects;
- subject to clause 12.10, follows such procedures and policies as may be agreed by the Parties from time to time;
- shall not and will procure that its Sub-contractor shall not transfer the Protected Data (nor any part thereof) outside the European Economic Area without the prior written consent of the Client; and
- maintains appropriate technical and organisational measures (including but not limited to, appropriate policies communicated to employees, management and review of ongoing compliance and effective security measures):
- to prevent any unauthorised or unlawful processing of the Protected Data; and
- to guard against accidental loss or destruction of, or damage to, the Protected Data.
- INKASEC will endeavour to reasonably assist the Client with compliance with Client’s obligations under Data Protection Laws, however, the Customer is solely responsible for its own obligations under Data Protection Laws.
- For the purposes of facilitating the Client's compliance with the Data Protection Laws in connection with Protected Data, INKASEC shall carry out an audit, at least once annually, of its security and data protection controls, policies and procedures and those of its Sub-contractor and all other matters directly relevant to its compliance under this clause 12.10 and to the extent directly related to the Client's compliance with Data Protection Laws.
- Each of the Client and INKASEC shall notify the other if it becomes aware of any unauthorised, unlawful or dishonest conduct or activities, or any breach of the terms of this Agreement relating to Protected Data.
- In the event of any loss or destruction of any Protected Data arising as a result of any breach by the Supplier of its obligations or any act or omission by any Sub-contractor, INKASEC shall use all reasonable endeavours to recover such Protected Data from the last backup it or its Sub-contractor undertook in respect of that Protected Data and the Client acknowledges that INKASEC shall not be liable for any loss or destruction of any Protected Data caused by the Client or any third party (other than a Sub-contractor of INKASEC).
- Subject to clause 12.12 INKASEC shall indemnify the Client and keep the Client indemnified against all claims (including third party claims relating to loss, destruction or wrongful disclosure of Protected Data), demands, actions, costs, fines, expenses (including but not limited to legal costs and disbursements on a full indemnity basis), losses and damages to the extent directly arising from or incurred by reason of any wrongful processing of any Protected Data by INKASEC or breach of its obligations or warranties under this paragraph 12, but the indemnity shall not extend to any such disclosure made in pursuance of a specific written instruction by the Client for disclosure required by law or governmental body or regulatory authority.
- The Customer shall defend, indemnify and hold harmless INKASEC against claims, actions, proceedings, losses, damages, expenses and costs
without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Software, provided that:
- the Customer is given prompt notice of any such claim;
- INKASEC provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
- the Customer is given sole authority to defend or settle the claim.
INKASEC shall defend the Customer, its officers, directors and employees against any claim that the Software infringes any United Kingdom patent
effective as of the Subscription, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any
awarded against the Customer in judgment or settlement of such claims, provided that:
- INKASEC is given prompt notice of any such claim;
- the Customer provides reasonable co-operation to INKASEC in the defence and settlement of such claim, at INKASEC expense; and
- INKASEC is given sole authority to defend or settle the claim.
- In the defence or settlement of any claim, INKASEC may procure the right for the Customer to continue using the Services, replace or modify the Software so that it become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
In no event shall INKASEC, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based
- a modification of the Software by anyone other than INKASEC; or
- the Customer's use of the Software in a manner contrary to the instructions given to the Customer by INKASEC; or
- the Customer's use of the Software after notice of the alleged or actual infringement from INKASEC or any appropriate authority.
- The foregoing states the Customer's sole and exclusive rights and remedies, and INKASEC (including the INKASEC 's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- The Customer shall defend, indemnify and hold harmless INKASEC against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Software, provided that:
- Limitation of liability
This clause sets out the entire financial liability of INKASEC (including any liability for the acts or omissions of its employees, agents and
sub-contractors) to the Customer:
- arising under or in connection with this agreement;
- in respect of any use made by the Customer of the Software or any part of them; and
- in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
Except as expressly and specifically provided in this agreement:
- the Customer assumes sole responsibility for results obtained from the use of the Software by the Customer, and for conclusions drawn from such use. INKASEC shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to INKASEC by the Customer in connection with the Software, or any actions taken by INKASEC at the Customer's direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- the Software are provided to the Customer on an "as is" basis.
- Nothing in this agreement excludes the liability of INKASEC:
- for death or personal injury caused by INKASEC negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to clause 14.2 and clause 14.3:
- INKASEC shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- INKASEC 's total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for six months immediately preceding the date on which the claim arose.
- This clause sets out the entire financial liability of INKASEC (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
- Term and termination
- This agreement shall, unless otherwise terminated as provided in this clause 17, commence on the Effective Date and shall continue for the Initial
Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one month (each a Renewal Period),
- Customer terminates the Subscription plan before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
- otherwise terminated in accordance with the provisions of this agreement;
- Customer can terminate this agreement by cancelling the Subscription plan at any time accepting that the Software will be available until expiration of the Subscription term and no refund will be done by INKASEC.
- Without affecting any other right or remedy available to it, INKASEC may terminate this agreement with immediate effect if:
- the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default for thirty days after being notified in writing to make such payment;
- the other party commits a material breach of any other term of this agreement;
- On termination of this agreement for any reason:
- all licences granted under this agreement shall immediately terminate;
- INKASEC will destroy or otherwise dispose of any of the Customer Data in its possession; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
- This agreement shall, unless otherwise terminated as provided in this clause 17, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one month (each a Renewal Period), unless:
- Force majeure
- INKASEC shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of INKASEC or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
- No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall 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 shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
- Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- Entire agreement
- This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
- The Customer shall not, without the prior written consent of INKASEC, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
- INKASEC 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 this agreement.
- No partnership or agency
- 22.1 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 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).
- 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 Third Parties) Act 1999.
- Any notice required to be given under this agreement shall be in writing and shall be delivered to the email address:
- For INKASEC: email@example.com
- For Client to the email address of Client’s account.
- Any notice required to be given under this agreement shall be in writing and shall be delivered to the email address:
- Governing law
- This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall 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).