Order Form

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SUBZAPP SUBSCRIPTION TERMS

1. INTERPRETATION
1.1 The following definitions apply in these Terms:
Authorised Users: those employees, agents, consultants, contractors and/or suppliers of the Customer who are allocated a User Subscription and authorised to use the Services, as further described in clause 1.2.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or would be regarded by a reasonable business person as being confidential, as well as information identified as Confidential Information in clause 10.4.
Contract: the contract between the parties for the provision and use of the Services, incorporating these Terms, the Order Form, and any other written documents incorporated by reference.
Customer: the legal person purchasing access to the Services, as specified in the Order Form.
Customer Data: the data inputted by the Customer, Authorised Users, or Subzapp on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Data Protection Legislation: all applicable laws and regulations from time to time in force relating to the protection of personal information, including the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the GDPR and any United Kingdom laws substituting, re-enacting or replacing any of the forgoing, as amended or updated from time to time.
Effective Date: the date for commencement of the Services, as set out in the Order Form (or otherwise the date on which the Order Form is signed by or on behalf of both parties).
GDPR: The General Data Protection Regulation (Regulation EU 2016/679) as retained in the UK by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419).
Initial Subscription Term: the monthly or annual initial subscription, as set out in the Order Form.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Order Form: the order form completed and submitted by the Customer via the Website, or otherwise prepared by Subzapp for the Customer, in each case setting out the Services, number of User Subscriptions, Subscription Fees, Initial Subscription Term and any other relevant terms applicable to the performance of the Contract.
Platform: the online software application made accessible by Subzapp via the Website for the performance and use of the Services.
Services: the subscription management services provided by Subzapp to the Customer via the Platform, in accordance with the Contract.
Subscription Fees: the fees payable by the Customer to Subzapp for the Services, as set out in the Order Form and varied in accordance with these Terms.
Subzapp: Subzapp is a trading name of Resolution Design Ltd, a company incorporated and registered in England and Wales with company number 06510726, whose registered office is at 17 Market Place, Devizes, Wiltshire, SN10 1BA.
Subzapp Content: any and all data and content accessible or made available via the Services, including but not limited to the Platform and any documents, images, videos, downloadable files and other media, but excluding Customer Data.
Terms: these subscription terms and conditions, as varied by Subzapp from time to time.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to the Contract, which entitle Authorised Users to access and use the Services.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: the website URL via which the Services are provided, which unless otherwise designated by Subzapp, shall be yourcompanyname.subzapp.com.
1.2 The following rules of interpretation apply in these Terms:
(a) any clause, schedule or other headings in these Terms are included for convenience only and shall have no effect on the interpretation of the Contract;
(b) a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
(c) a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
(d) a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
(e) words in the singular include the plural and vice versa;
(f) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
(g) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form, including email; and
(h) a reference to any law or legislation is a reference to that law or legislation as amended, recast, replaced, extended, re-enacted or consolidated from time to time and includes all subordinate legislation made from time to time under that legislation.

2. LICENCE AND USER SUBSCRIPTIONS
2.1 Subject to (i) the Customer purchasing the User Subscriptions in accordance with these Terms, (ii) the restrictions set out in this clause 2, and (iii) the other terms and conditions of the Contract, Subzapp hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Services via the Website during the Subscription Term (as defined in clause 12.1 below).
2.2 The initial number of User Subscriptions shall be as set out in the Order Form. Subject to clause 2.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions or reduce the number of User Subscriptions by contacting Subzapp at [email protected]. Subzapp shall evaluate such request and respond to the Customer with approval or rejection of the request (approval not to be unreasonably withheld) as soon as is reasonably practicable.
2.3 If Subzapp approves a request made under clause 2.2, it shall implement the change as follows:
(a) in the case of an increase in User Subscriptions, the change shall be made promptly and Subzapp shall invoice the Customer for the amended Subscription Fees (based on its then current pricing) on a pro-rata basis from the date of the change; or
(b) in the case of a decrease in User Subscriptions (for which the minimum shall be one, unless otherwise specified by Subzapp), the change and amended Subscription Fees (based on Subzapp’s then current pricing) shall take effect from the start of the next billing period.
2.4 In relation to its Authorised Users, the Customer undertakes that:
(a) the number of Authorised Users that will access and use the Services shall not exceed the number of User Subscriptions that the Customer has purchased from time to time;
(b) it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User (which may be done by contacting Subzapp at [email protected]), in which case the prior Authorised User shall no longer have any right to access or use the Services;
(c) each Authorised User shall keep a secure password for his/her use of the Services in accordance with good industry standards, that such password shall be changed at reasonable intervals and that each Authorised User shall keep his/her password confidential;
(d) it shall permit Subzapp to audit the Services in order to establish the number and identity of Authorised Users with access to the Services;
(e) if an audit referred to in clause 2.4(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Subzapp’s other rights, the Customer shall promptly disable such passwords and Subzapp shall not issue any new passwords to any such individual; and
(f) if an audit referred to in clause 2.4(d) reveal that the Customer has underpaid Subscription Fees to Subzapp, then without prejudice to Subzapp’s other rights, Subzapp may invoice the Customer for an amount equal to such underpayment in accordance with Subzapp’s then current prices.
2.5 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property,
and Subzapp reserves the right, without liability or prejudice to its other rights, to disable the Customer’s access to and/or permanently delete any material that breaches the provisions of this clause.
2.6 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under the Contract, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
(b) access all or any part of the Services in order to build a product or service which competes with the Services;
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, or any Subzapp Content, available to any third party except the Authorised Users; or
(d) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
2.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services via its User Subscriptions. In the event of any such unauthorised access or use, the Customer shall promptly notify Subzapp.

3. SERVICES/
3.1 Subzapp shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Contract and in accordance with good industry practice.
3.2 Subzapp shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) scheduled maintenance, including updates and enhancement, which Subzapp shall perform outside Normal Business Hours insofar as possible. Where this is not possible, Subzapp shall endeavour to provide reasonable prior notice to the Customer; and
(b) unscheduled maintenance, which may be performed at any time as required to maintain or protect the security and integrity of the Services, which Subzapp shall perform outside Normal Business Hours insofar as possible.

4. CUSTOMER DATA
4.1 The Services may enable the Customer to upload, access, edit and export Customer Data. The Customer hereby grants Subzapp a non-exclusive, limited licence to access and use such Customer Data to the extent necessary for the performance of the Services and Subzapp’s obligations under this Contract.
4.2 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.3 Whilst Subzapp maintains a back-up of the Customer Data stored on the Platform, the Platform is not intended to act as a data storage solution. Accordingly, the Customer agrees to maintain its own full copies (including back-ups) of the Customer Data stored on and/or transmitted via the Services. In the event of any loss or corruption of Customer Data stored on the Platform, Subzapp’s sole obligation and the Customer’s sole and exclusive remedy shall be for Subzapp to exercise reasonable efforts to restore a copy of such Customer Data from the last available back-up.

5. DATA PROTECTION
5.1 For the purposes of this clause, the following defined terms shall apply – “Controller”, “Processor”, “Data Subject”, “Personal Data” and “Processing/process” each have the meaning given in the Data Protection Legislation.
5.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and Subzapp is the Data Processor of any Personal Data comprised in the Customer Data (“Customer Personal Data”).
5.3 Instructions. Subzapp shall process Customer Personal Data only to the extent, and in such a manner, as is necessary for the purposes of the Services and in accordance with the Customer’s written instructions from time to time and shall not process the Customer Personal Data for any other purpose. If Subzapp believes that any instruction received by it from the Customer is likely to infringe the Data Protection Legislation it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
5.4 Security. Taking into account the state of technical development and the nature of processing, Subzapp shall ensure that it has in place appropriate technical and organisational measures to protect the Customer Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure, access or processing to ensure a level of security appropriate to the risk and harm that might result from such accidental, unauthorised or unlawful destruction, loss, alteration, disclosure, access or processing of the Customer Personal Data.
5.5 Sub-processing. Subzapp shall:
(a) have the right to appoint sub-processors for the Processing of the Customer Personal Data, provided that any sub-processor appointed pursuant to this clause shall be subject to a written contract containing materially the same obligations as under this clause 5;
(b) notify the Customer of any changes made to the appointment of sub-processors; and
(c) remain fully liable to the Customer for all the acts and omissions of each sub-processor as if they were its own.
5.6 Personnel. Subzapp shall ensure that all employees who have access to and/or process Customer Personal Data:
(a) are informed of the confidential nature of the Customer Personal Data and are subject to a binding written contractual obligation to keep the Customer Personal Data confidential;
(b) have undertaken training relating to handling Personal Data;
(c) are aware of Subzapp’s duties as well as their personal duties and obligations under the Data Protection Legislation; and
(d) shall only have access to such part or parts of the Customer Personal Data as is strictly necessary for performance of that person’s duties.
5.7 International transfers. Subzapp shall not transfer the Customer Personal Data outside of the UK or the European Economic Area without the prior written consent of the Customer.
5.8 Breach. Subzapp shall promptly inform the Customer if any Customer Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable.
5.9 Records. Subzapp shall, in accordance with the Data Protection Legislation, make available to the Customer such information that is in its possession or control as is necessary to demonstrate Subzapp’s compliance with the obligations placed on it under this clause 5 and to demonstrate compliance with the Data Protection Legislation.
5.10 Assistance. Subzapp shall:
(a) provide such information and assistance (including by taking all appropriate technical and organisational measures) as the Customer may require in relation to the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Legislation); and
(b) provide such information, co-operation and other assistance to the Customer as the Customer reasonably requires (taking into account the nature of processing and the information available to Subzapp) to ensure compliance with the Customer’s obligations under Data Protection Legislation.
5.11 Deletion/return. At the end of the provision of the Services relating to the processing of Customer Personal Data, at the Customer’s cost and the Customer’s option, Subzapp shall either return all of the Customer Personal Data to the Customer or securely dispose of the Customer Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Subzapp to retain such Customer Personal Data.
5.12 Each party warrants and undertakes that it shall comply with the Data Protection Legislation in the performance of the Contract.
5.13 The Customer warrants and represents to Subzapp that it has all licences, consents and permissions necessary for Subzapp to process the Customer Personal Data in accordance with the Data Protection Legislation and as required to deliver the Services.

6. SUBZAPP WARRANTIES
6.1 Subzapp warrants and undertakes that the Services will be performed substantially in accordance with the description for the Services set out in the Order Form and any specification provided to the Customer and using reasonable skill and care.
6.2 Subzapp shall not be deemed to be in breach of the warranty and undertaking at clause 6.1 to the extent of any non-conformance which is caused by (i) use of the Services contrary to user documentation provided by Subzapp and/or Subzapp’s instructions, or (ii) modification or alteration of the Services by any party other than Subzapp. Subject to the foregoing, if the Services do not conform with clause 6.1, Subzapp will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
6.3 Subzapp:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, or that the Services and/or the information obtained by the Customer through the Services will be accurate and up to date, and/or meet the Customer’s requirements; and
(b) is 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 the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7. CUSTOMER’S OBLIGATIONS
The Customer shall:
(a) provide Subzapp with:
(i) co-operation in relation to the Contract; and
(ii) access to information,
in each case as reasonably required by Subzapp in order to provide the Services, including but not limited to all relevant Customer Data;
(b) comply with all applicable laws and regulations with respect to its activities under this Contract;
(c) carry out all other Customer responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Subzapp shall not be liable for any consequent delay or non-performance of the Services and may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with these Terms and the Customer shall be responsible for the acts and omissions of its Authorised Users;
(e) where applicable, obtain and maintain any and all necessary licences, consents, and permissions for the Customer’s access and use of the Services in accordance with this Contract; and
(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Subzapp’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

8. CHARGES AND PAYMENT
8.1 The Customer shall pay the Subscription Fees to Subzapp in accordance with this clause 8 and the Order Form.
8.2 Unless otherwise stated in the Order Form, the Subscription Fees shall be payable in advance and Subzapp shall invoice the Customer on the Effective Date and either monthly or annually thereafter, dependent on the Initial Subscription Term.
8.3 The Customer shall pay each invoice via a payment method specified on the invoice, in each case within fourteen (14) days of the date of such invoice.
8.4 If Subzapp has not received payment within seven (7) days after the due date, and without prejudice to any other rights and remedies of Subzapp:
(a) Subzapp may, without liability to the Customer, disable the Customer’s passwords, accounts and access to all or part of the Services and Subzapp shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.5 All amounts and fees stated or referred to in the Contract:
(a) shall be payable in pounds sterling;
(b) are subject to change at any time following notice from Subzapp, provided that such changes shall not apply retrospectively;
(c) are non-cancellable and non-refundable; and
(d) are exclusive of value added tax, which (if applicable) shall be added to Subzapp’s invoice(s) at the appropriate rate and payable by the Customer.

9. PROPRIETARY RIGHTS
9.1 The Customer acknowledges and agrees that Subzapp and/or its licensors own all intellectual property rights in the Services and Subzapp Content. Except as expressly stated herein, the Contract does not grant the Customer any rights to, or in, 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.
9.2 Subzapp warrants that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

10. CONFIDENTIALITY
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (for the purposes of that disclosure only).
10.2 Each party shall hold the other’s Confidential Information in confidence and shall not use the other’s Confidential Information, or make it available to any third party, except to the extent necessary for the performance and implementation of this Contract.
10.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or contractors in violation of the terms of this Contract and shall be responsible for all acts and omissions of any such employees, agents or contractors.
10.4 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Subzapp’s Confidential Information.
10.5 Subzapp acknowledges that the Customer Data is the Confidential Information of the Customer.

11. LIMITATION OF LIABILITY
11.1 This clause 11 sets out the entire financial liability of Subzapp (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
(a) arising under or in connection with the Contract;
(b) in respect of any use made by the Customer of the Services or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.
11.2 Except as expressly and specifically provided in the Contract:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Subzapp shall have no liability for any damage caused by errors or omissions in the Customer Data or any information, instructions or scripts provided to Subzapp by the Customer in connection with the Services, or any actions taken by Subzapp at the Customer’s direction; and
(b) 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 Contract.
11.3 Nothing in this Contract excludes the liability of Subzapp:
(a) for death or personal injury caused by Subzapp’s negligence; or
(b) for fraud or fraudulent misrepresentation; or
(c) any other liability that cannot lawfully be excluded or limited.
11.4 Subject to clause 11.2 and clause 11.3:
(a) Subzapp shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
(b) Subzapp’s total aggregate liability in contract (including any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to an amount equal to the total Subscription Fees paid or payable during the twelve (12) months immediately preceding the date on which the claim (or first in any series of claims) arose, or an amount equivalent to that which would have been payable if twelve (12) months have not yet elapsed.

12. TERM AND TERMINATION
12.1 This Contract shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Contract shall be automatically renewed for successive periods equal to the length of the Initial Subscription Term (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least fourteen (14) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Contract,
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
12.2 The Customer may terminate the Contract at any time on giving at least fourteen (14) days’ written notice to Subzapp at [email protected]. If it does so, no refund or deduction shall be given for the unused portion of the Initial Subscription Term or then current Renewal Period (as applicable).
12.3 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party is deemed unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986, makes any voluntary arrangement with its creditors or becomes subject to an administration order or serves notice of administration, or has a receiver, manager or administrative receiver appointed over its assets or (being an individual) shall become bankrupt or (being a company) shall have a winding-up order made against it or shall go into liquidation (except for the purposes of a solvent amalgamation or reconstruction and in such manner that the resulting company effectively agrees to be bound by or assume the obligations imposed on the predecessor company under this Agreement); or
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.4 On termination of the Contract for any reason:
(a) all licences granted under the Contract shall immediately and automatically terminate and the Customer shall immediately cease all access to the Platform and Services;
(b) each party shall return and make no further use of any Confidential Information and other equipment, property and items (and all copies of them) belonging to the other party;
(c) Subzapp may destroy or otherwise dispose of any of the Customer Data in its possession;
(d) any clauses that expressly or impliedly survive termination shall continue in full force and effect, including clauses 8, 10, 11, 12, and 13; and
(e) 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.

13. GENERAL
13.1 Force majeure. Subzapp shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by any acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Subzapp or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic (including the Covid-19 outbreak) or default of any suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
13.2 Variation. Subzapp may vary these Terms from time to time by publishing any changes via the Platform or otherwise notifying the Customer. No variation purportedly made by the Customer shall be valid unless made in writing and signed by or on behalf of Subzapp.
13.3 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.
13.4 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.
13.5 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.
13.6 Entire agreement:
(a) the Contract constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter it covers;
(b) any terms and conditions that the Customer purports to incorporate into the Contract shall be void and shall be superseded by these Terms. Any purchase order or other confirmatory document issued by the Customer shall be for administrative purposes only and any terms referenced therein shall not apply to the Contract; and
(c) each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in this Contract.
13.7 No assignment. The Customer shall not, without the prior written consent of Subzapp, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.8 No partnership or agency. Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.9 Third party rights. The Contract does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.10 Notices. Any notice required to be given under the Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Contract, or such other address or email addresses as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received one (1) Business Day after the day it was sent.
13.11 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

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