anprsolutions terms of use v1.6...accordance with this agreement and the customer’s obligation to...

Terms of Use

Version 1.6 Thursday, July 12, 2018 CONFIDENTIAL DOCUMENT Copyright 2018 (Online Image Analysis Ltd / IP-Surveillance.com.au Ltd) This document is created by Online Image Analysis Ltd / IP-Surveillance.com.au Ltd and is for and supplied directly to the intended audience only. Access to this document by anyone else is unauthorised. This document cannot be redistributed, replicated or copied in any way without our prior permission.

TABLE OF CONTENTS Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Your Responsibilities ....................................................................................................................... 1

Our Responsibilities ......................................................................................................................... 2

1. Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. Subscription . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

4. Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

5. Customer and Account Holder Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

6. Account Holder Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

7. Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

8. Proprietary Rights and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

9. Liabil ity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

10. Term and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

11. Governing Law .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

12. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Assignment ........................................................................................................................................... 15

No Partnership or Agency .................................................................................................................. 15

No Waiver and Amendment ............................................................................................................... 15

Entire Agreement ................................................................................................................................. 15

Severance .............................................................................................................................................. 15

Force Majeure ....................................................................................................................................... 16

Notices ................................................................................................................................................... 16

Survival .................................................................................................................................................. 16

Terms of Use - ANPRsolutions July 12, 2018

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Summary By logging into our Customer Portal you are agreeing to adhere to the following Terms of Use. In order to keep the data we hold secure, accurate and confidential, we require users to be aware of their obligations and to agree to adhere to the Terms of Use in this document while using our Services. Please refer to our Privacy Notice for specific information on how we implement organisational and technical measures to protect data.

Your Responsibilities As the Account Holder of our Service, you have been authorised by the Customer to access the data collected and stored by us. By using our Service, you are agreeing to the following items:

• Using this Service solely for the purpose for which is it intended, as agreed upon by IPS and the Customer;

• Agreeing to the storage of personally identifiable data about you in order to provide authorised access to this Service;

• Not disclosing, updating, deleting or otherwise processing data using means not previously agreed to by IPS;

• Being fully and solely responsible and liable for the sharing of Customer data outside the bounds of our Services;

• Maintaining reasonable caution in accessing our Services to avoid unnecessary disclosure or sharing of data with unauthorised people;

• Keeping login credentials strictly confidential to avoid unauthorised access; • Report any known or suspected Personal Data Breaches to us without undue

delay to allow rapid examination and response measures to be executed; • Respond to any requests from EU Data Subjects to update or delete information

about them in a timely manner, and inform us immediately if our assistance is required;

• Being aware of and complying with all applicable laws and regulations in the use of our Services, including, but not limited to, the display of appropriate and adequate signage as required by law;

• Being aware of, understanding and agreeing to our Privacy Notice; and • Being aware of, understanding and agreeing to Schedules 1-12 of this agreement.


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Our Responsibilities We agree to the following terms as a provider of a Service:

• To only collect and process data within the bounds of the Agreement or upon written instructions from the Customer, providing the instructions are lawful;

• To provide the ability for our Customers to carry out their processing activities in a secure manner;

• Have technical and organisational measures in place to promote security, confidentiality, availability and reliability of the data and the Services we provide;

• Have all employees with access to Customer data be under an obligation of confidentiality;

• Respond to all requests from the Customer relating to EU Data Subjects in a timely manner;

• Notify the Customer and relevant authorities in the event of a Personal Data Breach in a timely manner; and

• Provide the Customer with documentation describing the security measures in place, if requested.


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1. Terms and Conditions IP-Surveillance.com.au Pty Ltd, (Australia ACN 147 731 244) owns and operates the ANPRonline.Net ™ websites, located on the domain and subdomains of ANPRonline.Net either directly or via our partners Online Image Analysis Ltd (UK 9726325) and Online Image Analysis Pte Ltd (Singapore 201322546M). All of these organisations are collectively referred as “IPS”. The “Service” and is provided to you (the “Account Holder”) under the terms and conditions outlined below. By using the Service, the Account Holder acknowledges the terms and conditions of this agreement (the “Agreement”), and agrees to use the Service accordingly. This Agreement shall continue in effect for as long as the Account Holder is registered to use the Service. The Account Holder must be an authorised representative of a Customer at the time they access the Service.


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2. Definitions In this Agreement, the following words and phrases with their first letter(s) capitalized shall have the meaning ascribed to them as set out below:

“Activation Date” means the date on which IPS activates the Service following correct and successful installation of the Hardware at the Premises by an Authorised Installer;

“Activation Fee” means the fee payable for the supply, configuration, activation and initial Subscription Fee for the Service, payable to IPS, in accordance with clause Error! Reference source not found.;

“Affi l iate” means a related body corporate;

“Agreement” means this agreement, known as the Terms of Use for ANPRonline.Net;

“Assignment” refers to the transfer of rights or benefits to another person;

“Account Holder” refers to the person who is logging into our Services for the purpose of performing operations on behalf of the Customer;

“Backups” refers to making a copy of data in order to protect it from unintentional modification, loss, or destruction;

“Confidential Information” means any data, knowledge or information that is not readily publicly available which is in the control of a party, including any technical, business, financial data, knowledge or information, whether in physical or electronic form, including the Software, the EUI, and the Documentation. For the avoidance of doubt, details of the Service and the Documentation are Confidential Information of IPS and the Data is Confidential Information of the Customer;

“Customer” refers to the company, partnership, individual, governmental body or other association which has engaged our Services.

“Customer Specification Sheet” refers to a document which is optionally completed by us and the Customer prior to engagement of the Service. Specific configurations and terms of the Service are detailed in this document. If no specific Customer Specification Document has been completed Service is provided as per the standard clauses in this Agreement, written communications and invoices issued to the Customer by IPS and purchase orders issued by the Customer to IPS;

“Data” means all data, information and images collected by the Service on behalf of the Customer during the Term;

“Data Controller” means a person or organisation who determines the purposes and means of processing personal data.


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“Data Processor” means a person or organisation who performs operations on personal data on behalf of someone else (the Controller), such as collecting, storing, altering, retrieving and using personal data.

“Documentation” means any documentation made available by IPS to the Customer or Account Holder (whether directly or indirectly, via email or on the Website or through IPS’s authorised resellers), including, but not limited to information and documentation describing the Service and its use;

“EU Data Subject” means a person who is within the European Union at the time of data collection or processing, or a person whose personal data is processed by an organisation established within the European Union.

“EUI” means the Account Holder Interface, being the area of the Website which is accessed via username and password. From the EUI, the Account Holder can access and use the Service on behalf of the Customer, in relation to the Premises after the Activation Date and during the Term;

“Hardware” means the hardware which is supplied by IPS to operate, support and implement the Service;

“Installer” refers to an entity authorised by IPS to install the Service;

“Maintenance & Support Services” means the maintenance and support services which we carry out;

“Network” means the Account Holder’s computer and the telecommunications network at the premises, or which services the Premises;

“Personal Data” refers to any information which can be used directly or indirectly to identify a person.

“Personal Data Breach” refers to a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data.

“Premises” means the physical location(s) where the Hardware will be installed;

“Reseller” means an entity authorised by IPS to sell the Service.

“Service” means the online automatic number plate recognition software service or “ANPR” referred to as ANPRonline.net, that automatically recognises the number plate of a vehicle, and the accompanying Website, which utilises the Hardware and Network;

“Storage Period” means the retention period for events and images, as specified in the Customer Specification Sheet or if not otherwise specified a default of 30 days;


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“Subscription Fee” means the annual or monthly fee payable in accordance with clauses 7.2, Error! Reference source not found. , and 7.3 for use of the Service, including the right to access and use the Account Holder-only areas of the Website, the Maintenance & Support Services, and the right to use the Documentation. Customers may pay a one-off lifetime Subscription Fee as part of the Activation Fee up to a maximum 7 year Term;

“Term” means the period covered by the payment of Subscription Fee as detailed in an IPS issued invoice;

“Terms of Use” refers to this document, which the Account Holder is required to agree to and comply with while utilising the Service, as a representative of the Customer.

“Trade Mark(s)” means “ANPRonsite.net” and “ANPRonline.net”; and

“Website” means the website located at www.anpronline.net, or any other subdomain name/URL which IPS chooses to use.


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3. Subscription 3.1. IPS hereby grants to the Account Holder the non-exclusive, non-transferrable right

to use and access the Service through the EUI and the Documentation on the terms and conditions set out in this Agreement.

3.2. The Customer shall not use the Service at premises other than the Premises,

without IPS’s prior written consent. This includes, but is not limited to, installation of ANPR technology at sites not previously agreed to by IPS. The Account Holder agrees that any breach of this clause by the Account Holder will amount to a material breach of this Agreement.

3.3. IPS is not responsible for the failure of the Service as a result of:

(a) incorrect installation of the Hardware; (b) addition of additional cameras; (c) any Network failures or any modifications or alterations to the Network; (d) any changes or modifications made to the Hardware, including relocating it

without IPS’s prior written consent; and (e) use of the Service other than as described in the Documentation, and such failures will not affect IPS’s rights to receive any amounts due to it in accordance with this Agreement and the Customer’s obligation to pay such amounts in accordance with this Agreement.

3.4. IPS shall provide all necessary instructions, user names and passwords (as well as

the ability of the Account Holder to select its own passwords after activation and add additional users after the Activation Date).

3.5. The Account Holder shall keep its password confidential and will not disclose it to

any person.

3.6. The Account Holder shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or

racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual

orientation, disability; or (f) causes damage or injury to any person or property, and IPS reserves the right, without liability to the Account Holder, to disable the Account Holder’s access to any material that breaches the provisions of this clause.


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3.7. Except as permitted by any applicable law which is, by law, incapable of exclusion from this Agreement, the Account Holder shall not: (a) attempt to copy, modify, duplicate, create a derivative work from, republish,

adapt all or any part of the Service, the Website and the Documentation; (b) reverse engineer, reverse compile or disassemble any or part of the Service or

the Website; (c) access all or part of the Service, Website or use the Documentation, in any

way in order to build a product or service which competes with the Service; (d) licence, sell, rent, lease, transfer, assign, distribute, display, disclose or

otherwise commercially exploit, or otherwise make the Services, Account Holder-only areas of the Website and Documentation available to any third parties; and

(e) attempt to obtain, or assist a third party to obtain access to the Service, Account Holder-only areas of the Website and Documentation, other than as expressly provided in this clause 0.

3.8. The Account Holder shall use all reasonable efforts to prevent any unauthorised

access to the Service, Account Holder-only areas of the Website and Documentation, and in the event of such unauthorised access, shall immediately notify IPS.

3.9. The rights granted under this Schedule 0 are granted to the Account Holder, and

shall not be considered to be granted to any Affiliate of the Account Holder or any third party.

4. Service 4.1. IPS shall, during the Term, provide the Service and make available the

Documentation and the EUI on the terms and conditions of this Agreement.

4.2. IPS shall use commercially reasonable efforts to make the Service and EUI is available 24 hours a day, seven days a week, except: (a) planned maintenance carried out during a designated maintenance window.

The Customer will be informed of this in advance if the Service is likely to be interrupted;

(b) scheduled maintenance performed by IPS’s service providers; (c) unscheduled maintenance performed outside of normal business hours,

provided IPS has used reasonable efforts to give the Customer notice in advance; and

(d) at all other times, the Software shall perform in accordance with the Service Specifications 98% of the time.

4.3. In consideration of the payment of the Activation Fee in accordance with the terms

of this Agreement, and in particular, clause Error! Reference source not


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found., IPS shall configure the Service with the Hardware and activate the Service and set up Storage Periods, all according to the Schedule 0 and 4. IPS shall also provide the Reseller and/or Installer with installation support, provide the Account Holder with access to the EUI, assign the Storage Period.

4.4. In consideration of the payment of the Subscription Fees in accordance with the

terms of this Agreement, and in particular, clauses 7.2, Error! Reference source not found., and 7.3, IPS shall provide the Account Holder with the right to continue to use the Service, access the EUI, and Maintenance & Support Services.

4.5. IPS shall use its reasonable efforts to ensure that the Service performs according

to the Schedule 4 at all times during the Term.

5. Customer and Account Holder Obligations The Customer and Account Holder shall:

5.1. obtain all necessary access, data and information required to allow IPS to perform its obligations under this Agreement, including access, data and information relating to the Network;

5.2. obtain any necessary access for IPS and its Resellers and/or Installers to the

Premises and use its reasonable efforts to obtain any access to any surround premises (if and where necessary) to allow IPS and/or its Resellers to install the Hardware;

5.3. obtain any necessary licences (including any government licences or premises

licences), consents and permissions required for IPS and its Resellers and/or Installers to perform their obligations under this Agreement, including entering into any agreements relating to the right to use the Hardware and any software required to run the Service;

5.4. ensure that, at all times, the Network complies with the Network Specifications;

5.5. comply with all applicable laws and regulations with respect to its activities under

this Agreement, including, but not limited to, the display of appropriate and adequate signage as required by law;

5.6. be solely responsible for procuring and maintaining its Networks on which the

Services will be provided and operate on, and the links from the Premises to the Service, and any and all problems, conditions, delays, delivery failures and other loss or damage arising from or relating to the Network;


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5.7. permit IPS and/or its Resellers and/or its Installers, onsite and remote access to the Network, Data, Hardware, and the Service, generally, to allow IPS and/or its Reseller to perform its obligations under this Agreement, including, but not limited to, any planned or unplanned maintenance, provision of upgrades (whether to the Network, Hardware or Documentation) and for the provision of the Maintenance & Support Services.

6. Account Holder Data 6.1. The Customer shall own all right, title and interest in to all of their Data.

6.2. The Customer shall have the sole responsibility for its use of the Data, and the

legality, reliability, integrity, accuracy and quality of the Data and its use by the Account Holder.

6.3. IPS shall use its reasonable efforts to store and backup the Data.

6.4. In the event of any loss or damage to the Data, the Account Holder’s sole and

exclusive remedy shall be for IPS to use reasonable efforts to restore the lost or damaged Data from the latest backup of such Data maintained by IPS in its archive.

6.5. IPS shall not be responsible for any loss, destruction, alteration or disclosure of

Data caused by any third party (including those third parties sub-contracted by IPS to perform services related to data maintenance and backup).

7. Financials 7.1. The Customer shall pay the Activation Fee and the Subscription Fees to IPS in

accordance with this Schedule 7.

7.2. IPS shall invoice the Customer in advance for the annual or monthly Subscription Fee;

7.3. The Customer shall pay all invoices within 30 days of the invoice date unless

otherwise specified on the invoice.

7.4. Where the Customer fails to pay any fees referred to in this Agreement before or on the date on which they fall due, IPS may, at its sole discretion, suspend the provision of the Service until such time as the fee(s) is/are paid in full.

7.5. All fees payable under this Agreement shall be paid in the currency as specified on

each invoice;


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7.6. GST, VAT, or any other taxes, which shall be added to IPS’s invoices at the appropriate rate at the date of the invoice.

7.7. All fees payable under this Agreement are non-cancellable and non-refundable.

8. Proprietary Rights and Confidentiality 8.1. The Account Holder acknowledges that IPS and its licensors are the owners of the

intellectual property rights in the Service, Website, EUI, Trade Marks and Documentation, and this Agreement grants no rights, title or interest in any such rights, to the Account Holder, other than as expressly set out in this Agreement.

8.2. 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: (a) is or becomes publicly known other than through any act or omission of the

receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction

on disclosure; (d) is independently developed by the receiving party, provided that such

independent development can be shown by written evidence; (e) is required to be disclosed by law, by any court of competent jurisdiction or by

any regulatory or administrative body.

8.3. 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 and the performance of its obligations and enjoyment of its rights under this Agreement.

8.4. Each party shall make all reasonable efforts and 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, officers or agents in violation of the terms of this Agreement.

9. Liability 9.1. Unless otherwise indicated, this Schedule 9 sets out the entirety of IPS’s liability to

the Customer and in relation to the Account Holder’s use or inability to use the Service, the EUI, the Website and the Documentation.


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9.2. The Account Holder shall immediately inform IPS if it becomes aware of any unauthorised use of any of the intellectual property rights of IPS or its licensors, or any unauthorised use of the Services, the EUI, the Website and any unauthorised copying, reproduction, adaptation, distribution, dissemination or otherwise making available the Documentation to the public.

9.3. The Account Holder shall immediately notify IPS in the event that it receives any

notice that the Service, the EUI, the Website and/or the Documentation infringes any third party’s rights. The Account Holder shall not make any statements, offers of settlement or any admissions to the third party. In such instances, the Account Holder shall cease use of the Service, the EUI, the Website, the Hardware and/or the Documentation immediately at the instruction and discretion of IPS. IPS shall have no liability to the Account Holder for the cessation of all or part of the Service, the EUI, the Website, the Hardware or inability to use all or part of the Documentation. IPS shall have the sole authority to defend or settle any such claims made against the Account Holder in relation to the Service, the EUI, the Website, the Hardware and/or the Documentation. IPS shall have the right to procure the right for the Account Holder to continue using the Service, the EUI, the Website, the Hardware and/or the Documentation from the third party, or replace, modify or adapt the Service, Website or Documentation so that they no longer infringe the third party’s rights. Failing this, IPS may terminate this Agreement, in which case, IPS’s sole liability shall be the refund of relevant Subscription Fees ncurred by the Account Holder in the last 12 months from the date of notification of termination by IPS under this clause 9.3. IPS shall have no liability to the Customer or the Account Holder in the event that the use of the Service, the EUI, the Website and/or Documentation is objected to by the third party, if it is not used: (a) in accordance with the terms of this Agreement; (b) in accordance with any instructions issued to the Account Holder by IPS; (c) after termination of this Agreement; (d) caused by any modifications to the Services, the EUI, the Website and/or the

Documentation by anyone other than IPS; or (e) use after IPS has instructed the Account Holder to cease its use of the Service,

the EUI, the Website, the Hardware and/or the Documentation under this clause 9.3.

This clause 9.3 sets out the Account Holder’s sole remedy in relation to any allegations of intellectual property rights infringement arising as a result of the Account Holder’s use of the Service, the EUI, the Website, the Hardware and/or the Documentation.


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9.4. The Account Holder shall provide IPS with any and all reasonable assistance in relation to: (a) taking action against any unauthorised use of the Service, the EUI, the

Website, the Hardware and/or the Documentation including as referred to in clause 8.2; or

(b) defending any action against the Account Holder’s use of the Service, the EUI, the Website, the Hardware and/or the Documentation including as referred to in clause 8.3, provided that IPS shall reimburse the Account Holder for its reasonable costs and expenses incurred in providing such assistance.

9.5. To the full extent possible by law, and except where expressly indicated in this

Agreement, IPS expressly and impliedly excludes any and all liability under this Agreement and makes no warranties, guarantees, representations or indemnities in relation to the Service, the EUI, the Website, the Hardware and/or the Documentation. Furthermore, IPS expressly and impliedly excludes any indirect loss; consequential loss; loss of goodwill; loss of opportunity; loss of business; or loss of profit, whether arising in contract, tort (including negligence, misrepresentation or breach of statutory duty), as a result of breach of this Agreement or otherwise, including the refusal of IPS to grant the Account Holder a right to use the Service, the EUI, the Website, the Hardware and/or the Documentation.

9.6. IPS shall have no liability for any costs, expenses, losses or damages incurred by

the Account Holder as a result of the suspension of the Service caused through IPS’s exercise of its rights and obligations under this Agreement, including, but not limited to, the right to suspend the service for non-payment and to conduct maintenance in accordance with the terms of this Agreement.

9.7. Except as set out in clause 9.3, IPS shall have no liability whatsoever to the

Account Holder or any third parties in relation to the use that the Account Holder makes of the Service, the Hardware, the EUI, the Website, the Hardware and/or Documentation and the use the Account Holder makes of the Data.

9.8. The Account Holder shall indemnify and hold harmless, IPS from any costs &

expenses (including reasonable and appropriate legal costs & expenses), losses and/or damages that IPS incurs or suffers as a result of any threats, demands, suits and/or legal or administrative proceedings that arise as a result of the Account Holder’s breach of clause 9.7.

9.9. IPS’s total aggregate liability to the Account Holder under this Agreement and in

relation to the Account Holder’s use or inability to use the Service, the EUI, the Website, the Hardware and Documentation shall not exceed $AUD10,000 or the total of Activation Fees and any Subscription Fees incurred by the Account Holder


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in the 12-month period ending on the date on which notice of the liability is received by IPS, whichever is the lesser.

10. Term and Termination 10.1. This Agreement shall be effective from the Activation Date and shall, continue

unless terminated in accordance with clause 10.2, Error! Reference source not found., and/or 10.3.

10.2. IPS may terminate this Agreement:

(a) immediately upon a material breach by the Account Holder of this Agreement. In this regard, and without prejudice to the foregoing, any breach of clauses 3.2, 3.6, 3.7 and 12.1, and three or more failures to pay the Subscription Fees on time in accordance with clause 7.2 in any given 12 month period beginning on the due date of the first late payment, shall be deemed to be a material breach for the purposes of this clause giving IPS and immediate right to terminate;

(b) the Customer becoming insolvent or being unable to pay its debts as and when they fall due; and/or

(c) without cause, by giving the Customer, 30 days’ notice in writing, such that the Agreement shall terminate at the expiry of that 30-day period.

10.3. The Customer may terminate this Agreement immediately upon material breach by

IPS.

10.4. The Customer may terminate this Agreement, without cause, by giving IPS 30 days’ notice in writing. The Customer will not be entitled to any refund of Activation or Subscription Fees paid.

10.5. Upon termination of this Agreement under clause 10.2, Error! Reference source

not found., or 10.3, the Customer shall immediately cease any and all use of the Service, of the EUI, the Website and at IPS’s direction, return to IPS or destroy any and all Documentation (and any copies thereof), and IPS shall deactivate the Service and the Account Holder’s access to the EUI and the Service.

10.6. Upon termination of the Service, the data will no longer be accessible or available

to the Customer. The Customer may be provided with a copy of their data upon request and with the pre-payment of a fee to be negotiated.

11. Governing Law 11.1. This Agreement shall be governed by and construed under the laws and

regulations of the locality of the Premises.


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12. Miscellaneous Assignment 12.1. Other than as set out in clause Error! Reference source not found. , the

Customer may not assign, transfer, pledge or otherwise encumber this Agreement. Any such attempt by the Account Holder to do so shall be null and void and confer on the assignee no rights to use the Service, Website or possess the Documentation.

No Partnership or Agency 12.2. Each party shall be, and shall endeavour to act as, the independent contractor of

the other party. Nothing in this Agreement shall create, or be deemed to imply the creation of, any partnership, joint venture, principal and agent, master and servant or other relationship. Neither party shall be the legal agent of the other for any purpose whatsoever and has no right or authority to make or underwrite any promise, warranty, representation or indemnity to execute any contract or otherwise to assume any obligation or responsibility in the name of or on behalf of the other party.

No Waiver and Amendment 12.3. A party’s failure in any one or more instances to insist upon strict performance of

any of the provisions of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment of that right or of that party’s right to assert or rely upon the provisions of this Agreement. Any express waiver of a provision of this Agreement shall not be binding and effective unless made in writing and properly executed by the waiving party. Any waiver under this Agreement shall apply only to the party to whom it is addressed and will not survive the transfer of this Agreement.

12.4. Unless specifically provided otherwise, rights arising under this Agreement do not

preclude rights at general law.

Entire Agreement 12.5. This Agreement, any Customer Specification Sheet, invoices from IPS or purchase

orders from the Customer, represent the entire agreement between the parties in relation to the Service, Website and Documentation.

12.6. 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.

Severance 12.7. If any provision of this Agreement is found by a competent court, or competent

administrative body, to be fully or partially invalid or unenforceable for any reason


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whatsoever, or found to violate any applicable law, such provisions shall be deemed to be deleted from this Agreement, and the remainder of this Agreement, to the extent permissible shall be valid and binding as if such provisions were not previously included in this Agreement with whatever modifications necessary to give effect to the commercial intention of the parties.

Force Majeure 12.8. IPS 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 IPS 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. IPS shall use its reasonable efforts to notify the Customer of such an event and its expected duration.

Notices 12.9. Any notice required to be given under this Agreement shall be via email or in

writing. Hard-copy notices shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered address.

12.10. A notice delivered by hand shall be deemed to have been received when delivered

(or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent via email shall be deemed to have been received upon transmission by the sender.

Survival 12.11. Notwithstanding termination of this Agreement, the following clauses shall survive

termination of this Agreement: Schedule 0 (to the extent necessary to interpret any of the following clauses), clauses 3.5, 3.6, 3.7, 3.8, 6, 7, 8, 9, 10, 11 and 12.2 (inclusive).

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