Terms

Terms and Conditions for the provision of Software as a Service 

PLEASE READ THESE CONDITIONS CAREFULLY BEFORE ORDERING ANY SOFTWARE FROM THIS WEBSITE.

BY CLICKING ON THE "ORDER AND PAY" BUTTON BELOW, YOU AGREE TO THE TERMS OF THIS LICENCE, WHICH WILL BIND YOU. THE TERMS INCLUDE LIMITATIONS ON OUR LIABILITY (SEE CLAUSE 16). 

1. These Terms and Conditions ("Conditions") apply between you, the individual, firm or company who submits an order for the Software via the Platform (the "Customer" or "you") and Starfeb Limited, a company registered under the laws of England with registration number 11219177 (the "Supplier" or referred to as "us/we/our").
2. Interpretation
   
   1. The definitions and rules of interpretation in this clause apply in this Contract: 

"AI Output": means any data, content, reports or information generated by the AI Module in whatever format.

"Authorised Users": those of your employees, agents and independent contractors who are authorised to use the Services and the Documentation, as further described in clause 3.5.

"Back-Up Policy": means the Supplier's back up policy as provided to the Customer from time to time, whether via the Platform or otherwise.

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

"Canvas": means the online visual canvas provided via the Platform as part of the Services, and "Canvases" shall be construed accordingly.

"Confidential Information": means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party and/or that party's representatives whether before or after the date of the Contract.

"Contract": means the contract between you and us for the provision of the Software and the Services, which consists of your Order and these Conditions.

"Customer Data": the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

"Data Protection Legislation": the UK Data Protection Legislation and to the extent binding of the Supplier and Customer, any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); "Controller", "processor", "data subject", "personal data", "personal data breach", "processing" and "appropriate technical and organisational measures" have the meanings prescribed to them in the Data Protection Legislation.

"Deliverables": means the content of all Canvases, reports, analyses, statistics and benchmarking provided from time to time as part of the Services, as described in the Documentation.

"Documentation": the document made available to the Customer by the Supplier online via the Platform or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

"Fees": means the fees for each Software Tier and for each Seat as set out on the Platform at the time of your Order, subject to variation in accordance with these Conditions.

"Normal Business Hours": 8.00 am to 6.00 pm local UK time, each Business Day.

"Order": means the Customer's order for the Software, submitted via the Platform.

"Platform": means https://wearemarketingengine.com.

"Seats": means the number of "seats" purchased by the Customer pursuant to clause 4, each granting rights of access for one individual, named, Authorised Users, to access the Platform and the Services.

"Services": the subscription services provided by the Supplier to the Customer under this Contract via the Platform or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.

"Software": the online software applications provided by the Supplier as part of the Services.

"Software Tier": means the "Basic" or "Enterprise" tier of the Software, as described on the Platform and in the Documentation, and selected by the Customer in the Order.

"Subscription Term": has the meaning given in clause 19.1.

"Supplier AI Data": means data such as textual correlations, statistical insights, and activity-based metrics captured by the AI Module in the course of usage by Authorised Users including derivative data which is used by the Supplier to enhance the AI Module or derivative or related modules.

"Support Services Policy": the Supplier's policy for providing support in relation to the Services as made available to the Customer from time to time.

"Third Party Terms": any and all terms and conditions which are applicable to your use of the Services from time to time, which we make available to you.

"Trade Marks": means our registered trade marks, trade mark applications and unregistered trade marks and logos, as included on the Platform, Canvas and or any Deliverables from time to time.

"Training Data": means any data sets utilised to train and improve the AI Module or their derivatives.

"UK Data Protection Legislation": all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

2. Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.
3. 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.
4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular, and unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Contract and shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
7. A reference to "writing" or "written" includes email.

3. Sign up process and licence
   
   1. The contract between us comes into effect and these Conditions become binding when we issue a written confirmation of your order.
   2. You will be entitled to place an Order by ticking a box or clicking a button (or something similar) via the Platform. This process will require you to accept these Conditions. By ticking this box and agreeing to pay the Fees, you agree to these Conditions.
   3. If we accept your Order, we will issue a written order confirmation in respect of it, at which point a contract exists between us for your use of the Platform. 
   4. When placing an Order, you must confirm the number of Seats you want to purchase, and the relevant Software Tier you want to subscribe for. All Seats must be at the same Software Tier and it is not possible to purchase some Basic and some Enterprise Seats.
   5. Subject to you purchasing the Seats in accordance with these Conditions, and payment of the Fees and compliance at all times with these Conditions, we grant you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit your Authorised Users to use the Seats, the Services, the Deliverables, Canvases and the Documentation during the Subscription Term solely for your internal business operations.
   6. The rights provided under this clause are granted to you only (being the Customer named in the Order), and shall not be considered granted to any of your subsidiary or holding companies.
4. User Subscriptions 
   
   1. In relation to the Seats, you undertake to us that:
      
      1. the maximum number of Authorised Users that you authorise to access and use the Services and the Documentation shall not exceed the number of Seats you have purchased from time to time;
      2. only the named user that you allocate to each Seat shall use that Seat;
      3. you will not allow any Seat to be used by more than one Authorised User at the same time; 
      4. each Authorised User shall keep a secure password for their use of the Seat, Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
      5. you will maintain a written, up to date list of current Authorised Users and provide such list to us within 5 Business Days of us requesting the same;
      6. you will permit us and our designated auditor(s) to audit the Services in order to establish the name and password of each Authorised User and our data processing facilities to audit compliance with these Conditions;
      7. if any of the audits referred to in clause 4.1.6 reveal that any Seats have been used outside of the above use rights, then without prejudice to any other right or remedy we may have under the Contract, we may disable those Seats.
   2. If we reasonably believe that the Customer has exceeded the allocated number of Seats under the subscription then without prejudice to our other rights set out in this Contract, you shall be liable to pay all additional fees corresponding to the excess use of Seats calculated in accordance with the prices chargeable by us for the relevant Seat for that Software Tier as at the date of the breach. We may also suspend your access to the Software in its entirety, until such time as we have received all underpayments in full.
   3. You will not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services, to or via the Platform or access, store, or distribute any material that: (i) is unlawful, harmful, threatening, defamatory, obscene (including any sexually explicit images, promotion of violence), is discriminatory), infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity or; (iii) is otherwise illegal or causes damage or injury to any person or property, and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause 4.
   4. You shall not: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (iii) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Software; or (iv) use the Services and/or Documentation to provide services to third parties; or (v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (vi) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4.
   5. You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
   6. We reserve the right, without liability to you or prejudice to any other rights we have under this Contract, to disable your access to the Services or part Services for any breach of this clause 4.
5. Changing your subscription
   
   1. You may, from time to time during any Subscription Term, purchase additional Seats in excess of the number in your initial Order. Where we agree to this request, we will grant access to the Software, Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Contract.
   2. If you wish to purchase additional Seats you will notify us by completing an order for further Seats via the Platform. Where we issue a written acknowledgment of the additional Seats, these shall activate immediately, subject to us having received payment for those Seats. If you order Seats part way through a month, you will be required to pay the full monthly charge for those Seats. 
6. Services
   
   1. We shall, during the Subscription Term, provide the Services and make available the Documentation to you on and subject to the terms of this Contract.
   2. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance or unscheduled maintenance which will be performed outside of Normal Business Hours. 
   3. We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the Services are provided.  We may amend the Support Services Policy in our sole and absolute discretion from time to time. 
   4. Save for the standard customer support offered pursuant to condition 5.3, we will not provide any further support or training to you.
7. Customer Data, training data and Customer inputs 
   
   1. You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
   2. You hereby grant to us a perpetual, non-exclusive, transferable, irrevocable worldwide, sub-licensable licence to host the Customer Data and use it to provide the Services and Deliverables; to access, view and manipulate the Customer Data and use the Customer Data for the purpose of providing other users of the Software or any other third parties, whether on commercial or non-commercial terms, with anonymised Customer Data, for the purpose of creation by us or by that third party of reports, benchmarking information, and other analyses based on the anonymised Customer Data (for example, to prepare a benchmarking report of the impact of social media marketing campaigns across online fashion businesses in Northern England). 
   3. We shall follow our archiving procedures for Customer Data as set out in our Back-Up Policy, as such document may be amended by us in our sole discretion from time to time. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with the archiving procedure described in the Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
   4. You acknowledge that you should keep your own back-up copy of all Customer Data. 
   5. In respect of the AI Modules, Customer Data shall be deemed to include:-
      
      1. all data inputted into the AI Modules, whether by the Customer or Authorised Users, or data extracted from the Customer's databases by the AI Module in connecting directly to and extracting from the Customer's databases; and
      2. all inputs or prompts provided to the AI Module by the Customer.
   6. All Training Data is owned by or licensed to the Supplier.
   7. We warrant that we have all necessary rights, licences and permissions to use the Training Data for the purposes of use and development of the AI Modules.
   8. The Customer acknowledges and agrees that all Customer Data inputted into the AI Modules shall be used by the Supplier to improve, develop and enhance the functionality, accuracy and effectiveness of the AI Module. 
   9. Where applicable and reasonably possible, the Supplier and/or the AI Module shall take reasonable measures to anonymise Customer Data before using it for Training Data. 
   10. The parties acknowledge that the Customer retains ownership of Customer Data. However, by the Customer's use of the AI Module, the Customer grants the Supplier a non-exclusive, royalty free, worldwide license to use such Customer Data for the purpose of improving and enhancing the AI Module. 
8. AI Output 
   
   1. You agree and acknowledge that all AI Output generated is based on the use of AI and predictive technology and input data.
   2. The nature of the technology used by the AI Module is that errors in the AI Output are likely to occur from time to time.  You agree and acknowledge that you are responsible for checking the accuracy of all AI Output generated, before you use any such AI Output. 
   3. You acknowledge that you are responsible for the accuracy of all Customer Data and Customer inputs, and we shall have no liability to the extent that use of Customer Data or Customer inputs generates any AI Outputs which are inaccurate, biased, infringe third party intellectual property rights, or are otherwise unlawful, and the you shall indemnify and hold us harmless 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 any claims or losses arising out of or in connection with the use of such Customer Data and Customer inputs generating such AI Outputs.  
   4. The AI Output is intended to act as a facilitator to you in decision making, and is not intended to replace decision making. You acknowledge and agree that the AI Modules and the AI Outputs are off-the shelf solutions, and have not been designed for the your specific requirements. You therefore assume sole responsibility for your use of the AI Output, and should consider insurance for this risk.
   5. We do not give any warranty as to the accuracy or completeness of the AI Output, nor that the AI Output will meet your requirements.  We accept no liability for any inaccuracies in accuracy of the AI Output.
9. Data Protection
   
   1. We shall, in providing the Services, comply with our Privacy and Security Policy relating to the privacy and security of the Customer Data available at https://wearemarketingengine.com/privacy or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.
   2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
   3. If we process any personal data as part of the Customer Data on your behalf when performing our obligations under the Contract, we each hereby record our intention that you shall be the data controller and we shall be a data processor and in any such case:
      
      1. you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you, the Authorised Users, or your own clients are located in order to carry out the Services and our other obligations under the Contract;
      2. you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf;
      3. you 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;
      4. we shall both take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
   4. Without prejudice to the generality of clause 9.2, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this Contract so that we may lawfully use, process and transfer the personal data in accordance with this Contract on your behalf.
   5. Without prejudice to the generality of clause 9.2, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under this Contract:
      
      1. process that personal data only on your documented written instructions of unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
      2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
         
         1. you or us have provided appropriate safeguards in relation to the transfer;
         2. the data subject has enforceable rights and effective legal remedies;
         3. we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
         4. we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;
      3. assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      4. notify you without undue delay on becoming aware of a personal data breach; and
      5. at your written direction of you, delete or return personal data and copies thereof to you on termination of the Contract unless required by Applicable Law to store the personal data.
   6. Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
   7. You consent to us appointing our "Payment Processor" and Google Analytics as a third-party processor of personal data under this Contract. We confirm that we have entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between you and us, we remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause 9. Either party may, at any time on not less than 30 days' notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Conditions).
10. Third party providers You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. This includes processing of payments through our "Payment Processor" and access to Google Analytics. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us, and is subject to the Third Party Terms.  We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.  We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
11. Our obligations
    
    1. We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
    2. The undertaking at clause 11.1 shall not apply to the extent of any non-performance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 11.1Notwithstanding the foregoing, we:
       
       1. do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
       2. we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and we acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    3. This Contract shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Contract.
    4. We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.
12. Your obligations You shall:
    
    1. provide us with:
       
       1. all necessary co-operation in relation to this Contract; and
       2. all necessary access to such information as may be required by us; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
    2. without affecting its other obligations under this Contract, comply with all applicable laws and regulations with respect to its activities under this Contract;
    3. carry out all other responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
    4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Contract and shall be responsible for any Authorised User's breach of this Contract;
    5. obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under this Contract, including without limitation the Services;
    6. ensure that its network and systems comply with the relevant specifications provided by us from time to time; and
    7. be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
13. Charges and payment
    
    1. You are required to pay the Fees to us in accordance with this clause 13.
    2. When completing your Order, you will be required to provide us with valid, up-to-date and complete credit card details or debit card details and complete contact and billing details and you hereby authorise us to bill such credit or debit card with immediate effect for the first month's Fees, and then on an ongoing monthly basis for each month's Fees (payment for further months Fees can be taken on any date during the relevant calendar month).
    3. We may use a third party payment processor ("Payment Processor") to invoice you through a payment account, which is linked to your account on the Platform. Where you set up a payment account with the Payment Processor, this is subject to Third Party Terms. 
    4. Time for payment shall be of the essence of the Contract.
    5. Without prejudice to any other right or remedy that we may have, if you fail to pay us any sum due under the Contract on the due date for payment:
       
       1. you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 13.5 will accrue each day at 6% a year above the Bank of England's base rate from time to time;
       2. we may suspend or terminate all or part access to the Services until payment has been made in full.
    6. All amounts and fees are payable in pounds sterling, are non-cancellable and non-refundable and are exclusive of value added tax, which shall (where relevant and subject to a valid VAT invoice) be added at the appropriate rate.
    7. We shall be entitled to increase the Fees in respect of your then existing subscription no more than once in each calendar year, upon giving you at least 90 days' prior notice. 
14. Proprietary rights
    
    1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    2. You acknowledge and agree that we own all right, title and interest in the AI Modules and all Supplier AI Data, and nothing within these Conditions shall be construed as granting any licence to the Supplier AI Data. For the avoidance of doubt, the definition of Customer Data in these Conditions excludes Supplier AI Data. 
    3. We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Contract
    4. You must use the latest version of the Software and accept all updates to the Software. We do not customise the Software to specific customers. Your licence under these Conditions is not exclusive. We may perform services for your competitors or for other parties whose interests may conflict with yours. We will comply with our obligations under condition 18.1 (Confidentiality).
15. Canvas and Deliverables
    
    1. We may from time to time and as part of the Services described, provide you with Deliverables. You acknowledge that all Deliverables created are based on the Customer Data, and the Deliverables which we produce will accurately reflect the Customer Data. However, we accept no responsibility for checking the accuracy or completeness of the Customer Data, and therefore the factual accuracy of the Deliverables. 
    2. You are responsible for checking and ensuring the factual accuracy and completeness of all Customer Data and for liaising with Authorised Users as required.
    3. You acknowledge that you will not gain any right, title or interest in any Trade Marks or associated goodwill, which shall accrue automatically to us.  All goodwill arising in relation to the use of the Trade Marks shall accrue to the Licensor.  Upon request, the Licensee shall execute all documents requested by the Licensor in order to confirm this.
    4. You shall ensure that all relevant Trade Marks and acknowledgements of our rights in and to the Trade Marks and authorship of the Deliverables are not removed from any of the Deliverables.
16. Limitation of liability
    
    1. You acknowledge that the Software, Services and Deliverables (including for the avoidance of doubt, any AI Module and AI Output) are not a substitute for professional judgment and common sense, and that you are responsible for determining whether or not the Software, Services and Deliverables are suitable for your own use and particular requirements. The Software has been developed for multiple types of user, and is a standard product. It is therefore not developed to meet your requirements, and you are responsible for ensuring it does meet your requirements before you decide to place an order.
    2. Except as expressly and specifically provided in this Contract:
       
       1. you assume sole responsibility for results obtained from the use of the Software, Services and the Documentation by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
       2. 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 the Contract; and
       3. the Software, Services and the Documentation are provided to you on an "as is" basis.
    3. Nothing in this Contract excludes our liability for:
       
       1. death or personal injury caused by our negligence; or
       2. for fraud or fraudulent misrepresentation.
    4. Subject to clause 16.3, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any of the specific heads of excluded loss: 
       
       1. loss of profits;
       2. loss of sales or business;
       3. loss of agreements or contracts;
       4. depletion of goodwill and/or similar losses;
       5. loss of use or corruption of software, data or information;
       6. pure economic loss;
       7. any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract.
    5. 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 this Contract shall be limited to the total Fees paid during the 12 months immediately preceding the date on which the claim arose.
    6. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    7. Nothing in this clause 16 shall limit your payment obligations under this Contract.
    8. Nothing in this Contract shall exclude your liability for any breach, infringement or misappropriation of our /or our licensors intellectual property rights.
17. Term and termination
    
    1. This Contract shall, unless otherwise terminated in accordance with its terms continue until you give us written notice of your intention to terminate it. You may give written notice to terminate at any time, but such notice shall only be effective on the last day of the calendar month in which your notice is received by us. The duration of this Contract shall be referred to as the "Subscription Term".
    2. Without affecting any other right or remedy available to it, we may terminate this Contract with immediate effect by giving written notice to you if:
       
       1. you fail to pay any amount due under this Contract on the due date for payment and remain in default not less than 5 days after being notified in writing to make such payment;
       2. you commit a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fail to remedy that breach within a period of 10 days after being notified in writing to do so;
       3. you repeatedly breach any of the terms of this Contract in such a manner as to reasonably justify the opinion that conduct is inconsistent with you having the intention or ability to give effect to the terms of this Contract;
       4. you are, or we suspect that you are, unable to pay your debts as they fall due or admit your inability to pay your debt or are deemed unable to pay your debt within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
       5. you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your;
       6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;
       7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over you;
       8. the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;
       9. a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
       10. a creditor or encumbrancer you attach or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
       11. you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of its business; or
       12. you suffer a "change of control" (as defined in section 1124 of the Corporation Tax Act 2010)
    3. On termination of this Contract for any reason:
       
       1. all licences granted to you under this Contract shall immediately terminate and you shall immediately cease all use of the Services and/or the Documentation;
       2. your access to the Services, Platform and content of Canvases shall cease automatically, and you are responsible for ensuring you have retained a copy of all Customer Data that you have inputted via the Platform;
       3. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
       4. we may destroy or otherwise dispose of any of the Customer Data in our possession. You are responsible for retaining your own copy and backup of any Customer Data. Where you request a back-up copy of the Customer Data post termination, we may provide this at our discretion subject to our agreement to do so and you paying all reasonable expenses incurred by us in returning the same; and
       5. 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 Contract which existed at or before the date of termination shall not be affected or prejudiced.
18. General 
    
    1. Confidentiality. Each of us undertakes that we will not at any time during the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, save that each party may disclose Confidential Information: (i) to its employees, officers, representatives and advisers who need to know such information for the purposes of the Contract; (ii) as required by law, a court of competent jurisdiction or any governmental or regulatory authority. Each of us shall only use Confidential Information for the purposes of this Contract.
    2. Force Majeure. We will have no liability to you under the Contract if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network, hack or attack on [the Platform] including a distributed denial of service attack or man in the middle attack, 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 you are notified of such an event and its expected duration.
    3. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    4. Announcements. No party shall make, or permit any person to make, any public announcement concerning this Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
    5. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Contract 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.
    6. Rights and remedies. Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
    7. Severance. If any provision (or part of a provision) of this Contract 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.
    8. Entire Agreement. The Contract constitutes the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us relating to the subject matter it covers. We both acknowledge and agree that in entering into the Contract neither of us relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in this Contract.
    9. Assignment. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any your rights or obligations under the Contract. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
    10. No partnership or agency. Nothing in the Contract is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us 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).
    11. Third party rights. The Contract does not confer any rights on any person or party (other than each of us and, where applicable, each of our successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
    12. Notices. Any notice required to be given under this Contract shall be in writing and shall be:
        
        1. delivered by hand or sent by pre-paid first-class post or recorded delivery post to the addresses set out for each of us in the Proposal, or such other address as may have been notified for such purposes in accordance with this condition. 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; or 
        2. sent by email. Notices sent by email shall be deemed to have been received at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume. Supplier's email address for notices: hello@wearemarketingengine.com or as otherwise directed by the Supplier to the Customer from time to time. Customer's email address for notices: as provided by the Customer to the Supplier when registering for the Services.  This clause 18.12 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    13. Governing law and Jurisdiction. The Contract 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. We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

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