Built Intelligence

Software EULA v 2.0 (Version control Date 3rd August 2017)

Parties

1. "Built Intelligence Ltd" – Built Intelligence Ltd, a company incorporated in England and Wales having its registered office at Third Floor Mariner House, 62 Prince Street, Bristol, England, BS1 4QD and

2. “Customer” – as set out on the attached letter, a company incorporated in England and Wales having its registered office at the address set out on the attached letter, who along with its affiliates is the purchaser of the licences for use of the FastDraft system and any other Services provided by Built Intelligence Ltd.

Agreement

1. "Definitions"

1.1 “Customer”Except to the extent expressly provided otherwise, in this Agreement:

"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;

“Administrator Notice” means a notice to the administrator once logged into the Hosted Services

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

“Business Day” means any weekday other than a bank or public holiday in England;

“Business Hours” means the hours of 09:00 to 17:30 GMT/BST on a Business Day;

“Charges” means the following amounts set out in the attached letter;

“Customer Confidential Information” means any information disclosed by or on behalf of the Customer to Built Intelligence Ltd at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure

  • was marked as "confidential"; or
  • should have been reasonably understood by Built Intelligence Ltd to be confidential;

“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to Built Intelligence Ltd for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;

"Documentation" means the documentation for the Hosted Services produced by Built Intelligence Ltd and delivered or made available by Built Intelligence Ltd to the Customer;

“Effective Date” means the date of execution of this Agreement;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Hosted Services” means FastDraft contract management system, which will be made available by Built Intelligence Ltd to the Customer as a service via the internet in accordance with this Agreement;

“Hosted Services Defect” means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

  • any act or omission of the Customer;
  • any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
  • a failure of the Customer to perform or observe any of its obligations in this Agreement; or
  • an incompatibility between the Platform or Hosted Services and any browser not supported in the Supported Web Browser;

“Intellectual Property Rights”means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Maintenance Services"means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

“Permitted Purpose” means transfer of information within the system;

"Personal Data" has the meaning given to it in the Data Protection Act 1998;

“Platform” means the platform managed by Built Intelligence Ltd and used by Built Intelligence Ltd to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

“Schedule” means any schedule attached to the main body of this Agreement;

“Services” means any services that Built Intelligence Ltd provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

“Supported Web Browser” " means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari;

“Term” means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

“Update” means a hotfix, patch or minor version update to any Platform software; and

“Upgrade” means a major version upgrade of any Platform software.

2. Term

2.1 This Agreement shall come into force upon the Effective Date.

2.2 This Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17.

3 Hosted Services

3.1 Built Intelligence Ltd shall create an Account(s) for the Customer and shall provide to the Customer login details for that Account within 7 working days of the Customer’s written request.

3.2 Built Intelligence Ltd hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.

3.3 The licence granted by Built Intelligence Ltd to the Customer under Clause 3.2 is subject to the following limitations, the Hosted Services may only be used by the officers, employees, agents and individual freelance subcontractors of the Customer.

3.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by Built Intelligence Ltd to the Customer under Clause 3.2 is subject to the following prohibitions:

  • the Customer must not sub-license its right to access and use the Hosted Services;
  • the Customer must not permit any unauthorised person to access or use the Hosted Services;
  • the Customer must not republish or redistribute any content or material from the Hosted Services; and
  • the Customer must not make any alteration to the Platform, except as permitted by the Documentation.

3.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.

3.6 Built Intelligence Ltd shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.

3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

  • a Force Majeure Event;
  • a fault or failure of the internet or any public telecommunications network;
  • a fault or failure of the Customer's computer systems or networks;
  • any breach by the Customer of this Agreement; or
  • scheduled maintenance carried out in accordance with this Agreement.

3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with Schedule 1 (Acceptable Use Policy).

3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.10 The Customer must not use the Hosted Services:

  • in any way that is unlawful, illegal, fraudulent or harmful; or
  • in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.12 Built Intelligence Ltd may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to Built Intelligence Ltd under this Agreement is overdue, and Built Intelligence Ltd has given to the Customer at least 30 days' Administrator Notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

4 Maintenance Services

4.1 Built Intelligence Ltd shall provide the Maintenance Services to the Customer during the Term.

4.2 Built Intelligence Ltd shall where practicable give to the Customer at least 3 Business Days' prior Administrator Notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to Built Intelligence Ltd’ other notice obligations under this main body of this Agreement.

4.3 Built Intelligence Ltd shall give to the Customer at least 3 Business Days' prior Administrator Notice of the application of an Upgrade to the Platform.

4.4 Built Intelligence Ltd shall give to the Customer Administrator Notice of the application of any security Update to the Platform and at least 3 Business Days' prior Administrator Notice of the application of any non-security Update to the Platform.

4.5 Built Intelligence Ltd shall provide the Maintenance Services in accordance with the standards of skill and care reasonably expected from a leading service provider in Built Intelligence Ltd’ industry.

4.6 Built Intelligence Ltd may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to Built Intelligence Ltd under this Agreement is overdue, and Built Intelligence Ltd has given to the Customer at least 30 days' Administrator Notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

5 Support Services

5.1 Built Intelligence Ltd shall provide the Support Services to the Customer during the Term.

5.2 Built Intelligence Ltd shall make available to the Customer a helpdesk in accordance with the provisions of this main body of this Agreement.

5.3 Built Intelligence Ltd shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in Built Intelligence Ltd’ industry.

5.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

5.5 Built Intelligence Ltd shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.

5.6 Built Intelligence Ltd may suspend the provision of the Support Services if any amount due to be paid by the Customer to Built Intelligence Ltd under this Agreement is overdue, and Built Intelligence Ltd has given to the Customer at least 30 days' Administrator Notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6 Customer Data

6.1 The Customer hereby grants to Built Intelligence Ltd a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Built Intelligence Ltd’ obligations and the exercise of Built Intelligence Ltd’ rights under this Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Built Intelligence Ltd’ obligations and the exercise of Built Intelligence Ltd’ rights under the Agreement.

6.2 The Customer warrants to Built Intelligence Ltd that the use of the Customer Data by Built Intelligence Ltd in accordance with this Agreement will not:

  • breach the provisions of any law, statute or regulation;
  • infringe the Intellectual Property Rights or other legal rights of any person; or
  • give rise to any cause of action against Built Intelligence Ltd.

6.3 Built Intelligence Ltd shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable Built Intelligence Ltd to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

6.4 Within the period of 2 Business Days following receipt of a written request from the Customer, Built Intelligence Ltd shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by Built Intelligence Ltd in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration, and will be charged for based on the Charges.

7 No assignment of Intellectual Property Rights

7.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Built Intelligence Ltd to the Customer, or from the Customer to Built Intelligence Ltd.

8 Charges

8.1 The Customer shall pay the Charges to Built Intelligence Ltd in accordance with this Agreement..

8.2 If the Charges are based in whole or part upon the time spent by Built Intelligence Ltd performing the Services, Built Intelligence Ltd must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to Built Intelligence Ltd any Charges in respect of Services performed in breach of this Clause 8.2.

8.3 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes..

8.4 Built Intelligence Ltd may elect to vary any element of the Charges by giving to the Customer not less than 30 days'.

9 Payments

9.1 Built Intelligence Ltd shall issue invoices for the Charges to the Customer in advance of the period to which they relate or once work has been completed.

9.2 The Customer must pay the Charges to Built Intelligence Ltd within the period of 30 days following the issue of an invoice in accordance with this Clause 10, providing that the Charges must in all cases be paid before the commencement of the period to which they relate.

9.3 The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by Built Intelligence Ltd to the Customer from time to time).

9.4 If the Customer does not pay any amount properly due to Built Intelligence Ltd under this Agreement, Built Intelligence Ltd may:

  • charge the Customer interest on the overdue amount at the rate of 10% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
  • claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

10 Provider's confidentiality obligations

10.1 Built Intelligence Ltd must:

  • keep the Customer Confidential Information strictly confidential;
  • not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the;
  • use the same degree of care to protect the confidentiality of the Customer Confidential Information as Built Intelligence Ltd uses to protect Built Intelligence Ltd’ own confidential information of a similar nature, being at least a reasonable degree of care;
  • act in good faith at all times in relation to the Customer Confidential Information; and
  • not use any of the Customer Confidential Information for any purpose other than the Permitted Purpose.

10.2 Notwithstanding Clause 10.1, Built Intelligence Ltd may disclose the Customer Confidential Information to Built Intelligence Ltd’ officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

10.3 This Clause 10 imposes no obligations upon Built Intelligence Ltd with respect to Customer Confidential Information that:

  • is known to Built Intelligence Ltd before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
  • is or becomes publicly known through no act or default of Built Intelligence Ltd; or
  • is obtained by Built Intelligence Ltd from a third party in circumstances where Built Intelligence Ltd has no reason to believe that there has been a breach of an obligation of confidentiality.

10.4 The restrictions in this Clause 10 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Built Intelligence Ltd on any recognised stock exchange.

10.5 The provisions of this Clause 10 shall continue in force indefinitely following the termination of this Agreement.

11 Data protection

11.1 The Customer warrants to Built Intelligence Ltd that it has the legal right to disclose all Personal Data that it does in fact disclose to Built Intelligence Ltd under or in connection with this Agreement, and that the processing of that Personal Data by Built Intelligence Ltd for the Permitted Purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws (including the Data Protection Act 1998).

11.2 To the extent that Built Intelligence Ltd processes Personal Data disclosed by the Customer, Built Intelligence Ltd warrants that:

  • it will act only on instructions from the Customer in relation to the processing of that Personal Data;
  • it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data; and
  • it will not transfer or permit the transfer of that Personal Data outside the EEA without the prior written consent of the Customer.

12 Warranties

12.1 Built Intelligence Ltd warrants to the Customer that:

  • Built Intelligence Ltd has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
  • Built Intelligence Ltd will comply with all applicable legal and regulatory requirements applying to the exercise of Built Intelligence Ltd’ rights and the fulfilment of Built Intelligence Ltd’ obligations under this Agreement; and
  • Built Intelligence Ltd has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

12.2 Built Intelligence Ltd warrants to the Customer that:

  • the Hosted Services will be free from Hosted Services Defects;
  • the application of Updates and Upgrades to the Platform by Built Intelligence Ltd will not introduce any Hosted Services Defects into the Hosted Services; or
  • the Platform will incorporate security features reflecting the requirements of good industry practice.

12.3 Built Intelligence Ltd warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.

12.4 Built Intelligence Ltd warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

12.5 If Built Intelligence Ltd reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, Built Intelligence Ltd may at its own cost and expense:

  • modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
  • procure for the Customer the right to use the Hosted Services in accordance with this Agreement.

12.6 The Customer warrants to Built Intelligence Ltd that it has the legal right and authority to enter into this Agreement and to perform its obligations under the Agreement.

12.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into the Agreement or any related contract

13 Acknowledgements and warranty limitations

13.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Built Intelligence Ltd gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

13.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Built Intelligence Ltd gives no warranty or representation that the Hosted Services will be entirely secure.

13.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with the provided software and those systems; and Built Intelligence Ltd does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

13.4 The Customer acknowledges that Built Intelligence Ltd will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, Built Intelligence Ltd does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

14 Limitations and exclusions of liability

14.1 Nothing in this Agreement will:

  • limit or exclude any liability for death or personal injury resulting from negligence;
  • limit or exclude any liability for fraud or fraudulent misrepresentation;
  • limit any liabilities in any way that is not permitted under applicable law; or
  • exclude any liabilities that may not be excluded under applicable law

14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this Agreement:

  • are subject to Clause 14.1; and
  • limit or exclude any liability for fraud or fraudulent misrepresentation;

14.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event

14.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

14.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.

14.6 Neither party shall be liable to the other party in respect of any loss of use or production

14.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

14.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 14.8 shall not protect Built Intelligence Ltd unless Built Intelligence Ltd has fully complied with its obligations under Clause 6.3 and Clause 6.4.

14.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

14.10 The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to Built Intelligence Ltd under the Agreement in the 12 month period preceding the commencement of the event or events.

14.11 The aggregate liability of each party to the other party under this Agreement shall not exceed the total amount paid and payable by the Customer to Built Intelligence Ltd under the Agreement.

15 Force Majeure Event

15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

  • promptly notify the other; and
  • inform the other of the period for which it is estimated that such failure or delay will continue.

15.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

16 Publicity

16.1 Built Intelligence Ltd may with the written permission of the Customer, use the Customers branding, company name and project name for marketing purposes both online or offline describing the Customer as a client of Built Intelligence Ltd. Built Intelligence Ltd may also request feedback and information about the Customers use of Built Intelligence Ltd services from time to time.

17 Termination

17.1 Either party may terminate this Agreement by giving to the other party at least 30 days' written notice of termination.

17.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.

17.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

  • the other party:
  • i. is dissolved;

    ii. ceases to conduct all (or substantially all) of its business;

    iii. is or becomes unable to pay its debts as they fall due;

    iv. is or becomes insolvent or is declared insolvent; or

    v. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

  • an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  • an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement);

18 Effects of termination

18.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 7, 9.2, 9.4, 10, 14, 18, 21 and 22.

18.2 The termination of this Agreement shall not affect the accrued rights of either party.

18.3 Within 30 days following the termination of this Agreement for any reason:

  • the Customer must pay to Built Intelligence Ltd any Charges in respect of Services provided to the Customer before the termination of the Agreement; and
  • Built Intelligence Ltd must refund to the Customer any Charges paid by the Customer to Built Intelligence Ltd in respect of Services that were to be provided to the Customer after the termination of the Agreement,
  • without prejudice to the parties' other legal rights.

    19 Non-Solicitation of Customers, Clients and Employees

    19.1 During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement for any reason, each party hereto (the “Covenanting Party”) agrees that it shall not: (a) directly or indirectly induce any customers or clients of the other party to patronize the Covenanting Party or any similar business; (b) directly or indirectly request or advise any customer or client of the other party to withdraw, curtail, or cancel such customer's or client's business with the other party; (c) directly or indirectly disclose to any other person, partnership, corporation or association, the names or addresses of any of the customers or clients of the other party; (d) induce or attempt to induce any employee, agent or former employee or agent of the other party to leave the employ of the other party, or hire any such employee, agent or former employee or agent in any business or capacity; or (e) make any statement disparaging the other party, any member, principal, officer, director, shareholder, employee or agent thereof, to any person, firm, corporation or other business organization whatsoever.

    20 Notices

    20.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the stated contact details):

    • delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;
    • sent via email and replied to;
    • providing that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

    20.2 The addressee and contact details stated at the beginning of this document, may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.

    21 Subcontracting

    21.1 Built Intelligence Ltd may subcontract any of its obligations under this Agreement.

    21.2 Built Intelligence Ltd shall remain responsible to the Customer for the performance of any subcontracted obligations.

    21.3 Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that Built Intelligence Ltd may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

    22 General

    22.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

    22.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

    22.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

    22.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

    22.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

    22.6 Subject to Clause 14.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

    22.7 This Agreement shall be governed by and construed in accordance with English law

    22.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

    23 Interpretation

    23.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:

    • that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
    • any subordinate legislation made under that statute or statutory provision.

    23.2 The Clause headings do not affect the interpretation of this Agreement.

    23.3 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

    Schedule 1 (Acceptable Use Policy)

    1.1 This acceptable use policy (the "Policy") sets out the rules governing:

    • the use of the Hosted Services (the "Services"); and
    • the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
      • 1.2 References in this Policy to "you" are to (and "your" should be construed accordingly); and references in this Policy to "us" are to Built Intelligence Ltd (and "we" and "our" should be construed accordingly).

        1.3 By using the Services, you agree to the rules set out in this Policy.

    2 General usage rules

    2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

    2.2 You must not use the Services:

    • in any way that is unlawful, illegal, fraudulent or harmful; or
    • in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
      • You must ensure that all Content complies with the provisions of this Policy.

    3 Unlawful Content

    3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

    3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

    • be libellous or maliciously false;
    • be obscene or indecent;
    • infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
    • infringe any right of confidence, right of privacy or right under data protection legislation;
    • constitute negligent advice or contain any negligent statement;
    • constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
    • be in contempt of any court, or in breach of any court order;
    • constitute a breach of racial or religious hatred or discrimination legislation;
    • be blasphemous;
    • constitute a breach of official secrets legislation; or
    • constitute a breach of any contractual obligation owed to any person.

    You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

    4 Graphic material

    4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.

    4.2 Content must not depict violence in an explicit, graphic or gratuitous manner, and must not be pornographic or sexually explicit.

    5 Factual accuracy

    5.1 Content must not be untrue, false, inaccurate or misleading.

    Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

    6 Negligent advice

    6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

    6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

    7 Etiquette

    7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

    7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory

    8 Marketing and spam

    8.1 You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

    8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

    You must not send any spam to any person using any email address or other contact details made available through the Services or that you find using the Services.

    9 Gambling

    9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

    10 Monitoring

    You acknowledge that we may actively monitor the Content and the use of the Services.

    11 Data mining

    11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

    12 Hyperlinks

    12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

    13 Harmful software

    The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

    13.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.