Terms & Conditions

These terms and conditions (‘Terms’), together with your Order and any documents specifically referred to herein, comprise the agreement (“Agreement”) between you and Diginius Limited (company number 07522669) of First Floor, 23 Princes Street, London, W1B 2LX (“Diginius”, “we”, “us”, “our”), relating to the provision of Services and the use of the System. In the event of any conflict or inconsistency, the Order shall prevail over the Terms.

 

The Agreement becomes effective and legally binding when you accept the Order, whether by signature, by online ordering or by any other means (including, without limitation, email acceptance or confirmation), acceptance being deemed if you receive or continue to receive the Services or use the System following presentation of these Terms or any amendment or variation to these Terms.

 

You agree that you have read, understood and agree to be bound by the Agreement, that you have evaluated the System and satisfied yourself as to its suitability, and that you have not relied on any representation or statement other than as set out in the Agreement.

 

Any person submitting or accepting an Order on behalf of a company, partnership or other legal entity, represents and warrants that they are doing so in the course of business and that they have the legal right and authority to bind the relevant company or other legal entity to the terms of this Agreement. References to ‘you’ means the company, partnership, person or entity specified in the Order and capitalized terms are either defined in the Terms or in the Order.

 

1. Definitions

“Adwords Expenditure”Google Adwords or other search engine, affiliate or intermediary charges and expenditure incurred in relation to the promotion of the Website and the Products pursuant to the Services.

 

 

“Alternative Channel Services”Online marketing channels (other than PPC) deployed by Diginius in relation to the Website and Products with the objective of promoting Sales or Sales Ready Leads.

 

 

“Commencement Date”The date set out in the Order from which we will provide the Services;

 

 

“Customer Data”Any data, reports, information, formats, files or any other materials or items which are transmitted, stored or received using the Services, including any codes, parameters or details of setup or configuration;

 

 

“Fee(s)”The fees payable for the Services, as set out in the Order;

 

 

“Initial Term”The period of 12 months from the Commencement Date;

 

 

“Net Revenue”Revenue net of taxes;

 

 

“Order”The order form accompanying these Terms, setting out details of the Services and other key aspects of the Agreement, such as Charges.

 

 

“Payment Terms”The payment terms set out in the Order;

 

 

“PPC”Pay per click advertising or marketing;

 

 

“PPC Budget”Means the PPC budget set out in the Order;

 

 

“PPC Services”PPC services relating to the Website and/or the Products;

 

 

“Privacy Policy”Our policy, available at http://www.diginius.com/privacy-policy which sets out the principles and processes which relate to our processing of personal data;

 

 

“Product(s)”a product or service supplied by you via the Website or marketplace transaction or offline;

 

 

“Renewal Term”The period of 12 months from the expiry of the Initial Term or the expiry of any subsequent 12 month period;

 

 

“Sales”Net Revenue (excluding delivery) derived from Product sales in the Territory linked to the Services;

 

 

“Sales Ready Leads”Sales leads tracked to or resulting from the Services;

“Services”The services to be provided by us, as described in the Order;

 

 

“Software”The software applications, owned by Diginius or any third party, comprised in or used in relation to the System;

 

 

“System”The Diginius online sales system Diginius Insight, details of which are set out at http://www.diginius.com, which (inter alia) links to client databases, monitors key online sales information and incorporates dashboard functionality which can be customised to client requirements, including email alerts.

 

 

“Territory”The territory described in the Order;

 

 

“Trade Marks”Any trade marks used by you on or in relation to the Website, PPC or in relation to your business;

 

2. Status & representations

 

2.1. You represent that you are authorised and/or legally entitled to enter into this Agreement and that in doing so you will not breach any law or any obligation to any third party. You confirm you are acting on your own behalf and not for the benefit of any other person.

 

2.2. If you are an individual, you represent and confirm that you are at least 18 years of age and have the requisite capacity to enter into legal agreements.

 

3. Services, System & Exclusivity

 

3.1. In consideration of your payment of the Fees and your compliance with the terms of this Agreement, we will: (i) provide the Services with reasonable care and skill in accordance with the terms of the Agreement, and (ii) grant you a limited licence to use the System, as described in clause 5 below.

 

3.2. We reserve the right to make any changes to the Services or the System which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Services or the System. We may also change or remove other features or functionality from time to time and we shall notify you of any changes we may make.

 

3.3. Our appointment in respect of the PPC Services and the Alternative Channel Services is exclusive within the Territory. You confirm that Diginius will have exclusive responsibility and authority in respect thereof within the Territory for the term of the Agreement and you agree and undertake throughout the term not to engage in any activity which falls within the scope of those services without our prior written consent and that you will not (either directly or indirectly) engage, permit, authorise or enable any third party to do so.

 

4. Fees and Payment

 

4.1. You agree to pay the Fees in accordance with the Payment Terms. The Fees do not include any charges or other costs not specifically set out in the Order, such as third party software or technology charges, for which (if applicable) you shall be fully responsible. In addition to the Fees, you are responsible for the prompt payment of Adwords Expenditure, which you will either pay directly to Google or other applicable search engine, intermediary or affiliate, or to us if agreed.

 

4.2. We may increase the Fees at any time upon 45 days’ notice, save that no such increase shall take effect during the Initial Term. Where we serve notice of increase in Fees, you may terminate the Agreement by service of 30 days’ written notice, failing which the Fee increase shall take effect upon the expiry of the initial 45 day notice period.

 

4.3. All payment of Fees must be made in cleared funds by the agreed payment dates. In the event that you fail to pay any amount on the due date, we shall be entitled (without prejudice to any other rights and remedies) to (a) suspend the Services and/or your access to the System, (b) charge interest on the overdue amount at 3% above the base rate of Barclays Bank plc from time to time until payment is received in full, and (c) require the immediate payment of the full outstanding balance of the Fees. All payments under this Agreement shall be made in full and without any set-off, withholding or other deduction. We shall also be entitled to suspend the Services and/or your access to the System in the event of any failure or delay in paying Adwords Expenditure.

 

4.4. Any dispute relating to Fees must be raised within 7 days of receipt of invoice, failing which the invoice shall be deemed accepted and any right of dispute waived. Any undisputed portion of an invoice must be paid in accordance with the terms of this clause 4.

 

4.5. Where required in relation to the Services (including in relation to any performance-based Fees) you agree to keep and maintain records in relation to Sales and to provide us with the said records promptly upon request. During the term of the Agreement and for one year thereafter, upon reasonable prior notice of not less than 5 working days we shall have the right, during normal business hours and at our own expense, to access your facilities and systems in order to ascertain the Sales and other metrics relevant to the terms of this Agreement, including, but not limited to, financial record requirements under the Agreement. You agree to cooperate fully with such audits. In the event that any such audit reveals any shortfall in payment to us, you agree to reimburse us for the cost of such audit.

 

5. Cancellation, Termination and Downgrading of Diginius Insight account
 
5.1. Responsibility for the cancellation of your account rests solely with you. You may cancel your account at any time by creating a support ticket using the following link:
http://support.diginius.com/support/tickets/new
 
5.2. For the avoidance of doubt, you do not need to provide a reason for cancellation. For reasons of security, email, telephone or other means of communication requesting cancellation of your account is not considered cancellation.
 
5.3. If you have a Pilot Project or Beta Program, at the conclusion of the trial period you will be charged the agreed subscription amount which will thereafter be charged monthly. You may, by using the above link, create a support ticket to cancel your subscription without further obligation.
 
5.4. At cancellation your access to our software will terminate immediately and charging of your account will cease. Cancellation does not entitle you to a refund under any circumstances, no refund(s) will be provided in respect of any partially or fully unused subscription period.
 
5.5. If you choose to downgrade your service level, you may do so at any time (by using the link above to create the appropriate service ticket), you will be entitled to a pay the lower monthly subscription amount but will not receive or be entitled to a refund in respect at any unused subscription at a higher level.
 
5.6. The Company, at its sole discretion, may suspend or terminate your account and refuse any and all current or future use of our software for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. Diginius reserves the right to refuse service to anyone for any reason at any time.

 

6. Diginius Insight Pilot Projects and Beta Programs
 
6.1. Any reference to fees paid by you under these terms and conditions shall not apply to our ‘Pilot Projects or Beta Programs’ subscription, beyond fees specifically paid for these programs. All other provisions of these terms and conditions shall apply. Regardless of any other provision in these terms and conditions, we reserve the right in our sole discretion to terminate a Pilot Project or Beta Program at any time without notice and without liability to you.
 

7. Licence

 

7.1. In consideration of your payment of the Fees, we grant you a limited, non-exclusive, revocable, non-transferable, non-sub-licensable worldwide right and license to use the System for the term of this Agreement, only for your own internal purposes in connection with the contemporaneous use of data generated solely by the System in respect of PPC Services and/or Alternative Channel Services (together, the ‘Permitted Purpose’). For these purposes, ‘internal’ means (i) if you are a company, partnership or other organization, use only by employees or other authorized users within your organization, or (ii) your own personal use if you are an individual.

 

7.2. You may not use the System other than as specified in clause 5.1 without our prior written consent and you agree that you will not under any circumstances:

 

7.2.1. disclose or make available the System (or any part thereof) to any third party or enable or assist the use of the System by any third party;

 

7.2.2. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the System (or any part thereof);

 

7.2.3. use the System to provide services to any third party, including (without limitation) the use of the Software in a service bureau, time sharing, application service or other computer service basis to third parties;

 

7.2.4. do or omit to do anything which has or is likely to have a detrimental impact on the performance of the System;

 

7.2.5. use the System (or any part thereof) in any way which is prejudicial to the interests of Diginius or its licensors.

 

7.3. You will notify us as soon as you become aware of any unauthorized use of the System or the Software by any person.

 

8. Your Obligations

 

8.1. You agree to comply with all applicable laws and regulations relating to your use of the Services and the System and to provide us with all data and other information reasonably required by us, ensuring that the information provided is true, accurate, complete and not misleading in any material respect.

 

8.2. You will provide us with all co-operation and assistance reasonably required in relation to the provision of the Services and the System and ensure the assistance of your personnel, including (without limitation) the following:-

8.2.1. permit us to install tracking tags on the Website for the purpose of verifying traffic numbers and other relevant information and include tracking tags on at least the sales confirmation page(s) of the Website;

 

8.2.2. report or provide access to information relating to the Services which cannot be tracked online;

 

8.2.3. notify us as soon as reasonably practicable (and in any event within at least 7 days) of any (i) activity, development, or decision performed or taken, whether technical, promotional or business in nature (including without limitation any cessation or reduction in your marketing and promotional activities) that could reasonably be expected to have a negative impact or positive impact on the performance of the Services or our ability to increase Sales, including (without limitation) any special offers, improved product or service ranges, or (ii) increase or reduction in your PPC expenditure.

 

8.3. You acknowledge that our ability to provide the Services depends on you satisfactorily complying with your obligations stated in the Agreement and that should you fail to perform any such obligations then we will not be liable in any way for any delay, loss or damage, cost increase or other consequence arising from such failure or from our reliance on, or actions based upon, information or materials provided by you.

 

8.4. You agree to comply fully with our Acceptable Use Policy (http://www.diginius.com/acceptable-use-policy) and to carry out your responsibilities under this Agreement in a timely and efficient manner and notify us immediately upon becoming aware of any breaches or suspected breaches of this Agreement. In the event of any delay or default in your provision of assistance or information, we may adjust any timetable or delivery schedule accordingly.

 

9. Ownership

 

9.1. All intellectual property rights in the System (including the Software) and all and any software, content or other materials, information or data developed in the course of the Services belong and shall belong to Diginius or (where applicable) its licensors, and you shall have no rights in or to the System other than the limited licence to use it in accordance with clause 5 above. Diginius makes no representations and gives no warranties on behalf of its licensors.

 

9.2. You will not (and will not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by you, unless Diginius is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and you agree to request us to carry out such action or to provide such information (and meet our reasonable costs in doing so providing that information) before undertaking any such reduction. You may not use any such information provided by us or obtained by you during any such reduction permitted under this clause to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.

 

9.3. You own and retain all intellectual property rights in (i) any software, systems, sales platforms and data which you provide to us for the purposes of the Agreement, and (ii) the Trade Marks. You hereby grant us a non-exclusive, royalty-free, world-wide licence during the Agreement to use, reproduce and display the Trade Marks solely for the purpose of the provision of the Services and we agree to:

9.4. only use the Trade Marks in the form, colour, design, style and manner directed or approved by you;

 

9.5. submit, as and when requested by you, all proposed advertising copy and all other proposed promotional or marketing to you and make reasonable efforts to do so 7 days in advance.

 

9.6. not make any representation or do any act which may be taken to indicate that we have any right, title or interest in or to the ownership or use of any of the Trade Marks or the Website other than under the terms of this Agreement; and

 

9.7. not knowingly do, cause or authorise to be done anything which will or may impair, damage or be detrimental to the reputation or goodwill associated with you, your Trade Marks or Website.

 

9.8. You and we each undertake to notify each other if we become aware of any infringement or any unauthorised use of the other’s intellectual property rights.

 

9.9. We warrant that the Software will for a period of 30 days from the Commencement Date (“the Warranty Period”) provide reasonable performance and functionality sufficient to support the provision of the Services and that we will use reasonable endeavours at all times to correct any material failure in the Software in that respect reported by you, free of charge during the Warranty Period.

 

9.10. The above warranty is in place of any warranty or condition implied by statute, including, without limitation, any term of fitness for purpose or of satisfactory quality. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the extent permitted under applicable law, including the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose.We do not warrant the Software will meet all of your requirements or that the use of the Software will be uninterrupted or error free.

 

10. Exclusions & Restriction

 

10.1. You recognise and accept that the internet carries inherent risks and that we cannot promise that the Services or your access to the System will be uninterrupted, error-free or immune from security risks. You accept that internet servers, equipment and telecommunications links are susceptible to crashes, downtime and security issues from time to time. We will use reasonable endeavours to maintain the continuity of the Services and the System and we will take reasonable steps to restore them should they become unavailable but we cannot provide any warranty in that respect.

 

10.2. We are not responsible for unauthorised access to your data or the unauthorized use of the Services or the System unless the unauthorised access or use results from our failure to meet our reasonable security obligations. All other use of the Services or the System shall be your responsibility, even if such use was not authorised by you.

 

10.3. You undertake, during the term of the Agreement and for a period of 12 months thereafter not to be involved, whether directly or indirectly, in the creation, development, manufacture or provision of any product or service which (i) could reasonably be said to compete with the System and/or any of the Services and not either directly or indirectly to engage or authorise any third party to do so, or (ii) replicates the look and feel, functionality and/or features of the System.

 

11. Confidentiality

 

11.1. Each of us (the ‘Recipient’) agrees to keep secret any confidential information received from the other (the ‘Disclosing Party’), namely any information which is confidential in nature or is marked as such, including information and material relating to the Disclosing Party’s business, financial information, intellectual property rights, business processes, supplier relationships, client details and activities under the Agreement (‘Confidential Information’). For the avoidance of doubt, details of the System and the Software (including all related information and data) are confidential.

 

11.2. We each agree not to disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, to store all Confidential Information in a secure place when not in use and safeguard Confidential Information in a manner no less secure than those we respectively apply to our own confidential information of the same or similar nature, and to use the Confidential Information only for the purposes of performing our respective obligations under these Terms.

 

11.3. Confidential Information will not include information that the Recipient can demonstrate on reasonable grounds (i) was previously known by the Recipient without any obligation to hold it in confidence, (ii) is independently developed by the Recipient without reference to the Confidential Information; (iii) is or becomes available to the public through no breach of these Terms; (iv) is required to be disclosed by law, regulations, valid order of a court or other governmental body, provided that the Recipient will use its commercially reasonable efforts to notify the Disclosing Party in advance of such required disclosure; or (v) which is lawfully received, without restriction, against disclosure, from a third party free to disclose such information.

 

11.4. Each of us acknowledges and accepts that its breach of any of its obligations or representations regarding confidentiality is likely to cause or threaten irreparable harm and, accordingly, the injured party shall be entitled to seek equitable relief to protect its interests therein, including but not limited to preliminary and permanent injunctive relief, as well as monetary damages.

 

12. Limitation

 

12.1. This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, officers, agents and sub-contractors) to you in respect of (a) any breach of this Agreement; (b) any use made by you of the Services and/or the System or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

 

12.2. Except as expressly and specifically provided in this Agreement 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.

 

12.3. Nothing in this Agreement excludes liability (a) for death or personal injury caused by our negligence; (b) for fraud or fraudulent misrepresentation, or (c) which we may not exclude under applicable law.

 

12.4. Subject to clauses 12.2 and 12.3:

 

12.4.1. We 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; and

 

12.4.2. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the lower of £15,000 or 150% of the total Fees paid or payable by you for the Services during the 12 months immediately preceding the date on which the claim arose.

 

13. Term, Suspension and Termination

 

13.1. This Agreement shall commence on the Commencement Date and shall continue for the Initial Term. Unless terminated during the Initial Term, the Agreement shall automatically renew for the Renewal Period and will continue to do so automatically on a rolling basis until or unless terminated in accordance with its terms.

 

13.2. Without prejudice to any other right, power or remedy available to us and without liability, we reserve the right to limit or suspend the Services or System:

 

13.2.1. if we consider it reasonably necessary to protect your or our interests, or the interests of any third party (including our licensors) and/or to protect the security or operation of our systems or network or those of our clients or suppliers;

 

13.2.2. if you breach any of the terms of this Agreement or if we reasonably believe you have so breached or are about to breach;

 

13.2.3. if you breach any relevant third party terms, including any software licence or if we reasonably believe you have so breached or are about to breach; or

 

13.2.4. if required to do so by law or further to a request from any regulatory or governmental authority.

 

13.3. Either party may terminate the Agreement upon service of not less than 3 months’ prior written notice.

 

13.4. Without prejudice to any other rights or remedies, either you or we may terminate this Agreement without liability if:

 

13.4.1. the other commits a material breach of any of the terms of this Agreement which is not remediable or which (if remediable) fails to be remedied within 30 days of that party being notified in writing of the breach; or

 

13.4.2. the other ceases, or threatens to cease, to trade or an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party or an administrator, liquidator or equivalent is appointed over the assets or business of the other party or anything equivalent or analogous occurs in any jurisdiction.

 

For the avoidance of doubt, such material breach shall include without limitation (i) removal of or tampering with Diginius’ tracking tags, and/or (ii) breach of any exclusivity/non-compete provisions set out in the Agreement.

 

13.5. Either party may terminate this Agreement at any time immediately by giving written notice to the other if the other party becomes insolvent or has a liquidator, receiver or administrative receiver appointed or any similar event occurs in any jurisdiction.

 

13.6. Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

 

13.7. On expiry or termination of this Agreement for any reason:

 

13.7.1. all licences and other permissions granted under this Agreement shall immediately terminate, you shall cease to be entitled to the Services or the System and we shall cease having any of the rights granted to us hereunder, including the right to use your Trade Marks;

 

13.7.2. you will pay us all sums owing up to the point of termination;

 

13.7.3. each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party;

 

13.7.4. all content and data, including Customer Data will be deleted (including all data, code, configuration and backups);

 

13.7.5. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

 

13.8. We agree to provide any assistance reasonably requested by you in connection with the hand-over to a third party of any services provided by us hereunder in accordance with our then current standard rates for such assistance.

 

14. Data Protection

 

14.1. Each of us agrees to comply with our obligations under all applicable data protection laws, including the UK Data Protection Act 1998 and all EU legislation derived from EU Directive 95/46/EC, as that Act applies to each of our activities under this Agreement and/or the provision and use of the Services.

 

14.2. You are responsible for obtaining all consents and permissions relating to the use and transfer of all Customer Data, including (without limitation) any personal data, in relation to the Services and/or the System. You acknowledge and confirm that you are the data controller of all personal data comprised in the Customer Data and that we are a data processor.

 

14.3. We shall process personal data in accordance with our Privacy Policy. http://www.diginius.com/privacy-policy

 

15. Non-Solicitation

 

15.1. During the term of the Agreement, and for a period of one (1) year thereafter, you shall not, directly or indirectly, solicit, recruit, hire or otherwise retain the services of any of our employees, officers or contractors who are engaged in the delivery of the Services or the provision of the System, save as permitted under clause 15.2.

 

15.2. Notwithstanding the provisions of clause 15.1, nothing in this Agreement shall prohibit the employment or engagement of any such employee, officer or contractor who responds to a public recruitment advertisement issued by you in the normal course of business.

 

16. Force majeure

 

Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 2 months, either party may terminate this Agreement by written notice to the other.

 

17. Amendments

 

We may amend the Agreement from time to time (including any amendment to the Services provided by us) by posting the amended terms on our website at www.diginius.com. Amendments shall automatically come into effect 30 days after being posted on our website unless you notify us that you do not agree to any of the proposed amendments. This Agreement may only otherwise be amended in writing, signed by duly authorised representatives of both Parties.

 

18. Assignment

 

18.1. You may not assign, delegate, subcontract, license, mortgage, charge or otherwise transfer any or all of your rights and obligations under this Agreement without our prior written agreement.

 

18.2. We may at any time without your consent assign, novate, delegate, subcontract, mortgage, charge or otherwise transfer any or all of our rights and obligations under this Agreement in relation to any reorganisation or amalgamation of our business or any acquisition, sale or other transaction affecting our business.

 

19. Entire agreement

 

This Agreement contains the whole agreement between you and us and supersedes and replaces any prior written or oral agreements, representations or understandings between us relating to the Services. We each confirm that we have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

 

20. Waiver

 

No failure or delay by either party in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same of the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

 

21. Agency, partnership etc

 

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between you and us other than the contractual relationship expressly provided for in this Agreement. Neither of us shall have, nor represent that it has, any authority to make any commitments on the other’s behalf.

 

22. Further assurance

 

We each agree, at the request and expense of the other, that we shall execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

 

23. Severance

 

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

 

24. Interpretation

 

In this Agreement unless the context otherwise requires:

  • words importing any gender include every gender;
  • words importing the singular number include the plural number and vice versa;
  • words importing persons include firms, companies and corporations and vice versa;
  • any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
  • the headings to the clauses and paragraphs of this Agreement are not to affect the interpretation;
  • the word ‘including’ shall be understood as meaning ‘including without limitation’.

 

25. Notices & Escalation Procedures

 

25.1. Any notice to be given under this Agreement shall be in writing and shall be sent either by courier or by e-mail, to the address (postal or email) of the relevant party.

 

25.2. All other notices in relation to this Agreement from you to us should be sent via email to legal@diginius.com or via courier to our registered address as held at Companies House.

 

25.3. Notices relating to this Agreement may be sent to you by email or courier to the contact address provided by you. Any notice delivered by email will be deemed to have been delivered on receipt of an acknowledgement.

 

25.4 If you feel there are any issues with the Diginius Insight Software or service delivery that impact your contract, you must follow escalation procedures in order to attempt to resolve the issue before any contractual disputes can be considered:

 

a) File a ticket with the support desk – support@diginius.com

 

b) If not resolved, escalate to your Account Manager and/or the Customer Success Manager

 

c) If not resolved, escalate to the Sales Director

 

d) If not resolved, the final point of escalation is to the CEO

 

26. Law and jurisdiction

 

This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by and construed in accordance with English law. The Parties agree that the English Courts shall have exclusive jurisdiction to hear and settle any action, suit, proceeding or dispute in connection with this Agreement and irrevocably submit to the jurisdiction of such court.

 

27. Third parties

 

For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.