SECTION A: BUYER ALERTS SPECIAL TERMS AND CONDITIONS 

This Agreement is between the Subscriber and TwentyCi Data Limited (TwentyCi). Buyer Alerts is the trading name of TwentyCi Data Ltd. The Agreement sets out the terms and conditions between the Subscriber and TwentyCi for access to buyeralerts.co.uk and the use of the data provided by TwentyCi within buyeralerts.co.uk. 

PRIORITY OF SECTIONS: IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF SECTION A AND SECTION B OF THIS AGREEMENT, THE PROVISIONS OF SECTION A SHALL PREVAIL AND GOVERN TO THE EXTENT OF SUCH CONFLICT OR INCONSISTENCY. 

1. SPECIAL DEFINITIONS 

1.1. In this Agreement, any reference to ‘Schedule’ shall mean a reference to this Agreement and its annexes, attachments, or appendices, collectively forming the entire agreement between the Parties. 

1.2. “Audience” is a Bespoke set of data for your business identified by our systems. 

1.3. “Subscriber” IS The person and/or company who has arranged access to buyeralerts.co.uk. Also referred to as “Client” in the Core Terms. 

2. PERMITTED PURPOSE OF DATA PROVIDED BY TWENTYCI 

2.1. The Subscriber agrees that once it has subscribed to an Audience on the buyertalerts.co.uk website that it will receive the data within the parameters that the Subscriber has requested. 

2.1.1. For avoidance of doubt, this will be all of the audience that the Subscriber has agreed to receive via the select and subscribe feature. 

2.1.2. Data will be refreshed in accordance to what the Subscriber has selected. 

2.2. The Subscriber agrees that it will use the Data only for the Permitted Purpose and shall not sell the Data to other parties, nor will the Subscriber use the Data for the purpose of developing other data products. 

2.3. The Subscriber agrees that it will use the Data on a one-time use basis only for the Subscriber’s own marketing purposes and only within 28 days immediately following the date of supply. 

2.3.1. The Data may contain seed names and addresses or phone numbers for control purposes. The Subscriber acknowledges that these Seeds will not be made known to them. It shall constitute a material breach of this Agreement if TwentyCi records indicate that any Seeds received any communications undertaken by or on behalf of the Subscriber or with the Subscriber’s consent or knowledge outside the Permitted Purposes. 

2.4. The Subscriber will use the Data only in accordance with best industry practice including the Direct Marketing Association’s Code of Practice and the British Code of Advertising, Sales Promotions and Direct Marketing. 

2.5. The Subscriber will not use the Data for or in connection with any sexually explicit, pornographic, offensive, racist, obscene, abusive, bigoted, violent, criminal, discriminatory, libellous, defamatory or illegal purpose or to promote any services connected to the mis-selling of financial products (including PPI). 

2.6. If the Data includes telephone numbers or email addresses then the Subscriber, and not TwentyCi Data, is responsible for on-going compliance with applicable Data Protection Legislation, including processing against the latest Telephone Preference Service file. 

2.7. The Subscriber can select to either Download their data feed, or to have a 3rd party deliver a direct mail campaign on the subscribers behalf. If direct mail campaign has been opted for, the client will also receive a download of their data feed. 

2.8. Data Format and Delivery – Download Data 

2.8.1. Data will be provided in single standardized output for each media as follows: 

2.8.2. Data format is CSV (comma separated variable) 

2.8.3. Multiple files purchased from TwentyCi will not be de-duplicated before supply unless otherwise agreed. Data which requires a change to the standardized output format will incur an additional charge.

2.8.4. Where the subscriber fulfils their own mailing campaign, to comply with article 14 of the General Data Protection Regulations (GDPR), the subscriber shall put the following statement visible on to their mailers: “Your property data was sourced from TwentyCi, to find out more please visit https://www.twentyci.co.uk/dataprivacy-policy/.” 

2.8.5. Where Subscriber uses a third party supplier to process the Data, then Subscriber shall ensure they enter into a contract with the third party supplier on terms no less onerous that this Agreement, and Subscriber shall at all times indemnify and hold harmless TwentyCi Data against any claim arising out of a breach of this Agreement by the third party supplier. 

2.9. Data Formant and Delivery – Mail Out. 

2.9.1. Data will be sent to TwentyCi’s chosen mail partner, who will fulfil the order. 

2.9.2. Where there is a third party responsible for the delivery of physical media TwentyCi does not warrant that it will deliver on the delivery date. 

3. PAYMENTS AND INVOICING 

3.1. Payment will be made in advance of the data being made available to the subscriber. This will be taken via the nominated payment card as nominated by the subscriber on the Buyer Alerts website. 

3.2. If a payment is not processed via the nominated payment card, the data will not be made available to either the 3rd party responsible for the mail out of the campaign or to the subscriber. 

3.3. Invoices will be made available to the subscribers in the “Manage Your Billing” section of the buyeralerts.co.uk website. 

SECTION B: CORE TERMS 

These Core Terms shall always apply. 

1. PRIMARY OBLIGATIONS AND WARRANTIES 

1.1. TwentyCi shall: 

1.1.1. provide the Services in the Territory in accordance with the Specification; 

1.1.2. use all reasonable care and skill in the performance of the Services (including in the collection and collation of any data on which the Services are based or which is comprised within the Services); and 

1.1.3. use suitably qualified personnel in the provision of the Services. 

1.2. The Client shall provide TwentyCi with any information or assistance which the parties have agreed the Client shall provide in order for TwentyCi to perform its obligations under this Agreement and shall use all reasonable endeavours to ensure that any such information provided to TwentyCi is complete, accurate and in the agreed format. 

1.3. Each of the parties shall: 

1.3.1. where there is a Project Timetable, use all reasonable endeavours to perform its obligations under this Agreement in accordance with the Project Timetable; and 

1.3.2. ensure that its personnel, whilst on the premises of the other party, comply with that party’s reasonable requirements governing security and health and safety as have been notified to it. 

1.4. Each party warrants that: 

1.4.1. it has the full power and authority to enter into this Agreement; 

1.4.2. it has obtained and will continue to hold all necessary licences, consents, permits and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement; and 

1.4.3. the use by the other party as permitted by this Agreement of any information, data, software, documentation, scorecards and/or services which it provides to the other party shall not infringe any third party Intellectual Property Rights in the Territory. 

1.5. The warranties expressly set out in this Agreement are the only warranties that each party gives to the other in respect of the subject matter of this Agreement. All other warranties, representations or terms of equivalent effect that might be implied by law are excluded to the extent permitted by law. 

2. TERM 

2.1. This Agreement shall be deemed to have commenced on the Commencement Date and, subject to the provisions for early termination set out in this Agreement, shall continue for the Initial Term and thereafter unless terminated by either party serving on the other not less than the Minimum Notice Period to expire on or after the end of the Initial Term. 

3. PAYMENTS AND INVOICING 

3.1. The Client shall pay the fees set out in the Schedule. 

3.2. Apart from any sums which are stated in the Schedule to be payable in accordance with a specified payment timetable, all sums payable by the Client to TwentyCi will be invoiced monthly in arrears. All invoices are payable in cleared funds within 30 days after the date of the relevant invoice. 

3.3. If any sum payable by the Client to TwentyCi is not paid in cleared funds by its due date, TwentyCi shall be entitled to charge interest on the overdue amount at 8% per annum above Barclays Bank plc’s base rate from time to time. Interest will accrue on a daily basis from the due date up to the date of actual payment, after as well as before judgment. In addition, TwentyCi shall, on giving written notice to the Client, be entitled to suspend provision of the Services with immediate effect until the overdue amount is paid in full. 

3.4. If under this Agreement the Client agrees in the Schedule to pay a minimum fee over any particular period, and it does not meet such minimum fee requirement in that period, TwentyCi shall be entitled to invoice the Client for the difference between the relevant fees actually payable in respect of that period and such minimum fee. Any such amount shall be payable to TwentyCi as a debt. 

3.5. All sums referred to in this Agreement are exclusive of VAT or any other similar sales or turnover tax (if applicable); such taxes shall be payable on the same payment terms as apply to the sums to which the taxes relate. 

3.6. The fees set out in the Schedule will be fixed, save that TwentyCi shall be entitled to increase the fees on the date(s) set out in the Schedule (or, if none, then each anniversary of the Commencement Date) by such percentage as is equal to the percentage increase in the Relevant Index for the most recent period of 12 consecutive months for which figures are available. 

4. NATURE AND USE OF THE SERVICES 

4.1. TwentyCi’s services are not intended to be used as the sole basis for any business decision, nor to relieve the Client of its obligation to comply with its own obligations under Applicable Law. TwentyCi Data is based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for TwentyCi to guarantee. TwentyCi’s services also involve models and techniques based on statistical analysis, probability and predictive behaviour. The Client acknowledges that it is prudent to use, and it is responsible for using, the Services as one of a number of factors in its decision-making process, and for determining those other factors. Therefore, TwentyCi will be liable if it fails to comply with its obligation under Clause 1.1.2 but TwentyCi is not able to accept any other liability for: 

4.1.1. any inaccuracy, incompleteness or other error in the TwentyCi Data which arises as a result of data provided to TwentyCi by the Client or any third party; or 

4.1.2. any failure of the Services to achieve any particular result for the Client or any Permitted User. 

4.2. The Client agrees that it will: 

4.2.1. use the Services, and/or TwentyCi Materials provided under this Agreement, for the Permitted Purpose only and in accordance with any Documentation; 

4.2.2. not sell, transfer, sub-license, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any third party any of the Services, and/or TwentyCi Materials provided under this Agreement, except as specifically permitted by this Agreement; 

4.2.3. not (and will not allow any third party to) adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with any TwentyCi Materials provided under this Agreement without the prior written consent of TwentyCi or as otherwise permitted by law; and 

4.2.4. only take such copies of the TwentyCi Materials as are reasonably required for the use of the TwentyCi Materials in accordance with this Agreement. 

5. COMPLIANCE AND AUDIT 

5.1. Each party shall in connection with the provision or use of the Services (as appropriate) comply with all Applicable Laws.which are applicable to that party. 

5.2. Each party shall permit the other (on reasonable notice and during normal working hours and (save where the party being audited is, or is reasonably suspected of being, in material breach of this Agreement) no more than once per Contract Year) to audit the first party’s compliance with its obligations under this Agreement in relation to the use of any software, data or other materials. If either party wishes to carry out an additional audit in any Contract Year, it shall reimburse the party being audited for any costs reasonably and properly incurred in connection with supporting such additional audit. The party carrying out the audit shall: 

5.2.1 observe the other party’s procedures relating to the protection of confidential information about any clients or customers of the other party; and 

5.2.2 take all reasonable steps to minimise disruption to the other party’s business during such audit. 

5.3. The Client shall not copy, interfere with and/or use in any unauthorised way any User Access Device provided by TwentyCi. 

5.4. It is the Client’s responsibility to inform TwentyCi of any unauthorised use and/or disclosure of any User Access Device so that TwentyCi can suspend or disable that User Access Device as appropriate. The Client shall remain liable for any and all fees for the Services incurred in connection with the use of any User Access Device, until the Client has informed TwentyCi. 

5.5. Each party will cooperate and share information with the other as reasonably necessary from time to time (including in circumstances where the parties may individually or collectively have caused detriment to end consumers) to ensure that both parties discharge their regulatory obligations, and in order to help achieve positive consumer outcomes. 

5.6. Without prejudice to the general obligations under Clause 5.1,each of the parties shall in connection with this Agreement: 

5.6.1. comply with the Anti-Corruption Requirements and the Anti-Slavery Requirements; 

5.6.2. not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017, a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017. 

5.7. Each party shall have and shall maintain in place throughout the Term its own policies and procedures to ensure compliance with Clause 5.6, including adequate procedures under the Bribery Act 2010, and will enforce them where appropriate. 

5.8.  Each party shall promptly report to the other: 

5.8.1. any request or demand for any undue financial or other advantage of any kind received in connection with this Agreement; 

5.8.2. any slavery or human trafficking in a supply chain which has a connection with this Agreement; 

5.8.3. any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of this Agreement. 

6. CONFIDENTIALITY 

6.1. Each party shall, in respect of the Confidential Information for which it is the recipient: 

6.1.1. keep the Confidential Information strictly confidential and not use or disclose any part of such Confidential Information to any person except as permitted by or as required for the performance of the recipient’s obligations under this Agreement; and 

6.1.2. take all reasonable steps to prevent unauthorised access to the Confidential Information. 

6.2. The parties may disclose the Confidential Information for which it is the recipient to, and allow its use in accordance with this Agreement by, the following (as long as the conditions in Clause 6.3 are met): 

6.2.1. employees and officers of the recipient who necessarily require it as a consequence of the performance of the recipient’s obligations under this Agreement; 

6.2.2. the recipient’s auditors and professional advisors solely for the purposes of providing professional advice and any other persons or bodies having a legal right or duty to have access to, or knowledge of, the Confidential Information in connection with the business of the recipient; 

6.2.3. the recipient’s Group Companies for reasonable reporting purposes; 

6.2.4. (in the case of the Client being the recipient) Permitted Users to the extent required to exercise the Permitted User Rights; 

6.2.5. (in the case of TwentyCi being the recipient), agents and sub-contractors of TwentyCi who necessarily require it as a consequence of the performance of TwentyCi’s obligations under this Agreement. 

6.3. As a condition of the rights set out in Clause 6.2 the party wishing to exercise the rights must: 

6.3.1. ensure that any person to whom it discloses Confidential Information is under an obligation of confidentiality which is substantially the same as set out in this Clause 6 in relation to such Confidential Information; and 

6.3.2. procure that such persons observe the restrictions in this Clause 6. 

6.4. The restrictions in Clause 6.1 do not apply to any information to the extent that it: 

6.4.1. is or comes within the public domain other than through a breach of Clause 6.1; or 

6.4.2.  is in the recipient’s possession (with full right to disclose) before receipt from the other party; or 

6.4.3. is lawfully received from a third party (with full right to disclose); or 

6.4.4. is independently developed by the recipient without access to or use of the Confidential Information of the disclosing party; or 

6.4.5. is required to be disclosed by law or by a court of competent jurisdiction or by any regulatory body or in accordance with the rules of any recognised stock exchange. 

6.5. The parties acknowledge that from time to time the parties may discuss the provision of additional and/or new products and services by TwentyCi to the Client and/or that TwentyCi may bid to provide new products and/or services to the Client (whether as part of a formal tender process or not). In such circumstances the parties agree that: 

6.5.1. the terms of this Clause 6 shall apply to any such discussions or bid (including any documents issued in relation to the bid) and any ideas and output developed as part of those discussions and/or bid; 

6.5.2 references in this Clause 6 to a recipient’s obligations and the purposes of this Agreement shall be deemed to refer to the assessment of the provision of goods/services by TwentyCi to the Client; and 

6.5.3 the recipient shall return to the other party all materials containing the other party’s Confidential Information immediately upon demand by the other party. 

6.6. Where TwentyCi processes Personal Data contained within Client Data, the terms of Clause 18 shall govern such processing and Personal Data contained within Client Data shall not therefore be considered Confidential Information for the purposes of this Clause 6. 

7. INTELLECTUAL PROPERTY RIGHTS 

7.1. All Intellectual Property Rights in the Client Materials will remain vested in the Client (or its relevant licensors) and to the extent that any rights in such materials vest in TwentyCi by operation of law, TwentyCi hereby assigns such rights to the Client. 

7.2. All Intellectual Property Rights in the TwentyCi Materials and the Derivative Output will remain vested in TwentyCi (or its relevant licensors) and to the extent that any rights in such data or materials vest in the Client by operation of law, the Client hereby assigns such rights to TwentyCi. 

7.3. Each party: 

7.3.1. acknowledges and agrees that it shall not acquire or claim any title to any of the other party’s Intellectual Property Rights (or those of the other party’s licensors) by virtue of the rights granted to it under this Agreement or through its use of such Intellectual Property Rights; 

7.3.2. agrees that it will not, at any time, do, or omit to do, anything which is likely to prejudice the other party’s ownership (or the other party’s licensors’ ownership) of such Intellectual Property Rights; and 

7.3.3. agrees not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the materials of the other party and agrees to incorporate any such proprietary markings in any copies it takes of such materials. 

8. THIRD PARTY CLAIMS 

8.1. Subject to Clause 8.2, each party shall fully indemnify the other party against: 

8.1.1. any amounts paid by the indemnified party to any third party as a result of or in connection with any claim which that third party brings against the indemnified party alleging that its Intellectual Property Rights are infringed by the provision by the indemnifying party to the indemnified party of the indemnifying party’s Materials or the use of the indemnifying party’s Materials by the indemnified party as permitted by the terms of this Agreement; and 

8.1.2. any associated legal expenses reasonably and properly incurred. 

8.2. The indemnities in Clause 8.1 shall not apply to the extent that any claim arises as a result of use of any infringing Materials supplied or developed by the indemnified party, and are subject to the indemnified party: 

8.2.1. notifying the indemnifying party promptly on becoming aware of any matter or claim to which the indemnity might relate; 

8.2.2. not making any admission, settlement or payment in respect of such matter or claim, other than a payment made pursuant to a court order, without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld or delayed); and 

8.2.3. allowing the indemnifying party, where appropriate, to appoint legal advisers of its choice and to conduct and/or settle negotiations and/or proceedings relating to such matter or claim and the indemnified party shall comply with the indemnifying party’s reasonable requests in the conduct of any such negotiations and/or proceedings. 

8.3. If any claims are made, or in TwentyCi’s reasonable opinion are likely to be made, by any third party alleging that its Intellectual Property Rights are infringed by the Client’s use of the TwentyCi Materials as permitted by the terms of this Agreement, TwentyCi may at its sole option and expense: 

8.3.1. procure for the Client the right to continue using the relevant TwentyCi Materials (or any part of them) in accordance with the terms of this Agreement; and/or 

8.3.2. modify the relevant TwentyCi Materials to avoid the infringement or replace the relevant TwentyCi Materials with non-infringing materials, whilst still providing the same, or substantially similar, functionality to the infringing materials. 

9. LIMITS ON LIABILITY 

9.1. Neither party excludes or limits its liability to the other for any of the following (and nothing in this Agreement shall be construed as excluding or limiting such liability): 

9.1.1. for breach of its obligations under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; 

9.1.2. for personal injury or death resulting from its negligence or that of its employees, agents and/or sub-contractors; 

9.1.3. for breach of Clause 6; 

9.1.4. for any matter which it would be illegal for that party to exclude and/or limit, or attempt to exclude and/or limit, its liability; or 

9.1.5. for that party’s fraud or fraudulent misrepresentation. 

9.2. The liability of each party to the other (whether in contract, negligence, breach of statutory duty or under any indemnity or otherwise) in respect of any claims for the damage to or loss of tangible property (excluding claims for loss or corruption of, or damage to, data contained on any tangible media) shall be limited to £1 million per claim or series of claims arising from any one incident. 

9.3. Except as provided in Clauses 9.1, 9.2, and 9.4, the liability of each party to the other in respect of any claims (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) brought under or in connection with this Agreement shall be limited as follows: 

9.3.1. for all claims arising in the first Contract Year, liability shall be limited in aggregate to the Initial Contract Value; 

9.3.2. for all claims arising in any subsequent Contract Year liability shall be limited in aggregate to the fees (excluding VAT) paid by the Client to TwentyCi under this Agreement in the previous Contract Year. 

9.4. The limitations in Clause 9.3 shall: 

9.4.1. not apply to the indemnity given under Clause 8.1; 

9.4.2. not apply to any liability of either party under Clause 18.5; 

9.4.3. be in addition to the obligation of the Client to pay the fees and charges under this Agreement. 

9.5. Subject to Clause 9.1, neither party shall be liable to the other (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) for: 

9.5.1. any indirect or consequential loss; 

9.5.2. the following types of financial loss: loss of profits; loss of earnings; loss of business or goodwill; even if that party had notice of the possibility of the other party incurring such losses; or 

9.5.3. the following types of anticipated or incidental losses: loss of anticipated savings; increase in bad debt; failure to reduce bad debt; even if that party had notice of the possibility of the other party incurring such losses. 

10. TERMINATION 

10.1. Either party shall be entitled to terminate this Agreement immediately by serving written notice on the other party in the following circumstances: 

10.1.1. if the other party commits a material breach of any of its obligations under this Agreement which is not capable of remedy; 

10.1.2. if the other party commits a material breach of any of its obligations under this Agreement which is not remedied within 28 days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination; 

10.1.3. if the other party has passed a resolution for its winding up or is subject to a petition presented to any court for its winding-up (save, in either case, for a voluntary winding-up for the purpose of a voluntary reconstruction or amalgamation), is the subject of an application for administration, or a notice of intention to appoint an administrator, filed at any court, or is dissolved or  declared bankrupt, or has a receiver, administrator or administrative receiver appointed over all or part of its assets, or enters into an arrangement with its creditors, or suspends or threatens to suspend payment of its debts or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, or ceases to trade or takes or suffers any similar action; 

10.1.4. upon becoming aware at any time that the other party is on an applicable sanctions list maintained by such sanction bodies as apply to the party giving notice (“Notifying Party”), and that such listing prevents or materially affects the Notifying Party’s ability to (as applicable) provide or receive the Services or give or receive payment. In addition, if TwentyCi becomes aware that a Permitted User is on such a sanctions list, TwentyCi shall be entitled to terminate the Permitted User Rights immediately on serving written notice on the Client; or 

10.1.5. where a Change in Law renders some or all of the activities of that party in connection with this Agreement illegal or unlawful and no action that party could reasonably be expected to take can make such activities legal and lawful. Where a party to this Agreement seeks to terminate the Agreement under this clause 10.1.5, both parties must agree that there has been a Change in Law which gives rise to the need to terminate the Agreement. Where agreement cannot be reached over the effect of the Change in Law, the parties will jointly instruct a Queens Counsel to give an opinion over the effect of the Change in Law. If no agreement between the parties as to the Queens Counsel to be instructed can be reached within 14 days of the notice to terminate, the TwentyCi shall instruct its chosen Queens Counsel to provide an objective opinion. The costs of the opinion of the nominated Queens Counsel shall be payable by the party seeking the termination under clause 10.1.5 

10.2. Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party: 

10.2.1. which have accrued before termination; or 

10.2.2. which are intended to continue to have effect beyond termination. 

10.3. Upon termination of this Agreement (or the relevant elements of it) and subject to Clause 10.4: 

10.3.1. the parties shall each promptly return the Confidential Information of the other party to its owner; 

10.3.2. the Client shall, at TwentyCi’s request either return any TwentyCi Materials to TwentyCi or destroy such materials and, if destroyed, provide a certificate stating that such materials have been destroyed; and 

10.3.3. TwentyCi shall promptly return any Client Materials to the Client on request. 

10.4. The obligations under Clause 10.3 shall not apply where it is necessary to retain any Confidential Information, TwentyCi Materials or Client Materials to exercise any rights granted under this Agreement which are intended to survive termination of this Agreement and/or to the extent that retention is required by law or any applicable governmental or regulatory authority, for audit requirements or handling of any consumer complaints, or where electronic records have been automatically backed up to a backup or recovery system in the ordinary course of business for disaster recovery purposes. The terms of this Agreement (including Clause 6 and 18) shall continue to apply to any information or materials retained. 

10.5. The licences granted by TwentyCi under this Agreement will automatically expire on termination of this Agreement for any reason and the Client shall, other than as set out in Clause 10.4, cease to use all TwentyCi Materials (unless any licence is expressed in the Schedule to be perpetual in which case such licence and any terms relating to the extent and/or exercise of that licence shall remain in force notwithstanding termination of this Agreement, except if termination is by TwentyCi pursuant to Clause 10.1).  

10.6. If TwentyCi terminates this Agreement in accordance with this Clause 10 the Fees that remain payable for the remainder of the Term shall become payable and due immediately.   

11. FORCE MAJEURE 

11.1. Neither party will be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure is due to an event of Force Majeure. 

11.2. If the Force Majeure persists for a period of 28 days or more, the party not claiming Force Majeure may give notice to the other to terminate this Agreement with effect from a date specified in the notice without penalty or other liability (except for any liability on the Client to pay accrued fees). 

12. SEVERANCE 

12.1. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. 

12.2. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention. 

13. NOTICES 

13.1. Any notices to be sent by one party to the other in connection with this Agreement except for the service of Court proceedings shall be in writing and shall be sent by first class post (or equivalent service offered by the postal service from time to time) and simultaneously by email to either the addresses of each party as set out in this Agreement or to the registered office addresses of each party (and in the case of notices sent to TwentyCi, with a copy to TwentyCi’s Legal Department).  

13.2. Notices shall be deemed to have been duly given two clear days after the date of posting. 

13.3. If either party notifies the other party of a change to its details for the purposes of Clause 13.1, such notification shall only be effective on the date specified in such notice or seven days after notice is given, whichever is later. 

14. GENERAL 

14.1. If either party fails to exercise a right or remedy that it has or which arises in relation to this Agreement, such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that or any other incident. 

14.2. A waiver of any breach or provision of this Agreement shall only be effective if it is made in writing and signed on behalf of the party who is waiving the breach or provision. Any waiver of a breach of any term of this Agreement shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other term of this Agreement. 

14.3. This Agreement and all matters arising out of it shall be governed by, and construed in accordance with, the laws of England. The English courts shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection with this Agreement. 

14.4. Variations of this Agreement shall not be effective unless recorded in writing signed by the parties; variations in electronic form shall not count as variations recorded in writing. However, variations to the Schedule made in accordance with any agreed change control procedure shall be effective. 

14.5. Neither party may assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of these things, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). 

14.6. This Agreement sets out all the terms agreed between the parties relating to the subject matter of this Agreement and supersedes any previous agreement between the parties (whether oral or written) relating to the same subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any warranty or representation (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this Clause shall limit or exclude any liability for fraudulent misrepresentations. 

14.7. Except as expressly provided in Clause 19.1.2, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person. 

14.8. Each party shall, at the reasonable request and cost of the other party, do whatever is reasonably required to give the other party the full benefit of all the provisions of this Agreement. 

14.9. This Agreement may be executed in any number of counterparts. 

14.10. Nothing in this Agreement is intended to, or shall, operate to: 

14.10.1. create a partnership or joint venture of any kind between the Client and TwentyCi; 

14.10.2. authorise either party to act as agent for the other party; or 

14.10.3. authorise either party to act in the name or on behalf of, or to otherwise bind, the other party in any way. 

14.11. In this Agreement: 

14.11.1. any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time; 

14.11.2. references to Clauses are to the clauses of the particular section of the TwentyCi Terms and Conditions in which they appear, unless reference is made to another set of TwentyCi Terms and Conditions; 

14.11.3. references to schedules are to the Schedule; 

14.11.4. the singular includes the plural and vice versa; 

14.11.5. the headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement; 

14.11.6. where any matter is to be agreed, such agreement must be recorded in writing; and 

14.11.7. wherever the words “including”, “include”, “includes” or “included” are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires. 

14.12. The contents of the Schedule shall prevail over the contents of these Terms and Conditions to the extent of any conflict or inconsistency. 

SECTION B: DATA AND MATERIALS TERMS 

These terms relating to data and materials are supplemental to the Core Terms, and apply only if either party provides data and/or materials to the other party. 

15. PROVISION OF DATA AND MATERIALS 

15.1. TwentyCi grants the Client (subject to Clauses 4.2 and 10.5) a non-exclusive non-transferable licence to use any TwentyCi Materials provided as part of the Services in the Territory for the Permitted Purpose on any licence terms identified in the Schedule. The licence granted under this Clause is made separately in respect of each individual element of the TwentyCi Materials and commences on the day that each element of the TwentyCi Materials is first made available to the Client. 

16. CLIENT OBLIGATIONS 

16.1. In addition to the obligations set out in the Clause 5.3, the Client shall comply with TwentyCi’s reasonable instructions and security guidelines relating to access to TwentyCi’s systems. 

17. USE OF CLIENT MATERIALS 

17.1. The Client grants TwentyCi (subject to Clause 10.3) a royalty free, non-exclusive, non-transferable licence to use (and copy) the Client Materials solely for the purposes of: 

17.1.1. performing this Agreement; and 

17.1.2. complying with any requests made to TwentyCi under statute and/or regulation. 

18. DATA PROTECTION 

18.1. Without prejudice to the general obligations under Clause 5.1 each of the parties shall in the provision or use of the Services (as appropriate) comply with all applicable Data Protection Legislation. 

18.2. Each party warrants that it shall implement appropriate technical and organisational measures to ensure a level of data security relating to the Personal Data of the other party appropriate to the risk presented by the processing. 

18.3. The Client instructs TwentyCi to, and agrees that TwentyCi may, process the Client Data for the Agreement Purposes. 

18.4. There are circumstances in which TwentyCi will or may be a Processor of Client Data. TwentyCi agrees that when, and to the extent that from time to time, it is a Processor of Client Data it shall: 

18.4.1. process the Client Data only in accordance with the Client’s instructions referred to in Clause 18.3 and any other instructions agreed by the parties from time to time; 

18.4.2. not transfer Client Data outside the European Economic Area, other than on an occasional and temporary basis to third parties appointed as general suppliers of technology and services to TwentyCi in order to support and maintain the Services, or as otherwise agreed by the parties from time to time; 

18.4.3. ensure that persons authorised to process the Client Data have committed themselves to confidentiality; 

18.4.4. not appoint any other Processor, other than as agreed by the parties from time to time (but TwentyCi shall be entitled to appoint third parties as general suppliers of technology and services, provided that such third parties do not carry out specific Processing activities on behalf of the Client); 

18.4.5. ensure that where TwentyCi appoints another Processor as contemplated by Article 28(4) of the GDPR, that Processor is subject to contract obligations as required by that Article; 

18.4.6. taking into account the nature of the Processing TwentyCi carries out as a Processor of Client Data assist the Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client’s obligation to respond to requests for exercising the data subject rights laid down in Chapter III of the GDPR; 

18.4.7. assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the Processing TwentyCi carries out, and the information available to TwentyCi, in its capacity as a Processor of Client Data; 

18.4.8. (at the request of the Client) comply with its obligations relating to the return or destruction of data under Clause 10.3, and to audit under Clause 5;  

18.4.9. (at the request of the Client) provide the Client with any information which it is reasonable for TwentyCi to provide to allow the Client to demonstrate compliance with Article 28 of the GDPR; 

18.4.10. comply with its obligations under Article 28(3) of the GDPR to inform the Client immediately if in the opinion of TwentyCi any instruction of the Client referred to in Clause 18.4.1 infringes the GDPR or any other relevant data protection provision; 

18.4.11. notify the Client without undue delay after becoming aware of a Personal Data Breach relating to the Client Data. 

18.5. If, pursuant to Article 82(4) GDPR, one party (the “Paying Party”) has been held liable to pay compensation to a data subject for damage caused (in whole or part) by the other party (“Other Party”), the Paying Party shall, as envisaged under Article 82(5) GDPR, be entitled to recover from the Other Party (as a debt) any part of such compensation corresponding to damage for which the Other Party was responsible. 

18.6. Following receipt of a claim (or notification of an intention to make a claim) from a data subject to which Article 82(4) GDPR may apply: 

18.6.1. the party in receipt of the claim shall promptly notify the other party of the claim; 

18.6.2. neither party shall make any admission of liability, settlement or payment in respect of such claim, other than a payment made pursuant to a court order, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); and 

18.6.3. each party shall provide such cooperation and assistance as is reasonably required by the other party in connection with the claim. 

18.7. Data roles are as follows : 

 SECTION C: PERMITTED USERS 

These terms relating to Permitted Users are supplemental to the Core Terms and shall apply only where the Schedule states that there are Permitted Users in connection with this Agreement. 

 19. PERMITTED USERS 

19.1. It may be of benefit to the Client for agreed third parties to have certain access to the Services. The Client shall therefore be entitled to  allow Permitted Users to exercise the Permitted User Rights. In order to achieve this without the need for each Permitted User to contract directly with TwentyCi, the Client agrees as follows: 

19.1.1. the Client shall procure that each Permitted User complies with all relevant provisions of this Agreement; and 

19.1.2. pursuant to the Contracts (Rights of Third Parties) Act 1999, the terms of this Agreement shall be enforceable by  each Permitted User (to the extent permitted by law and subject to the terms of this Agreement including Clause 19.1.3) as if each Permitted User were a party to this Agreement; 

19.1.3.the terms of Clause 9 (Limits on Liability) shall apply on an aggregate basis across all claims that may be brought by the Client and/or a Permitted User under or in connection with this Agreement; 

19.1.4. unless expressly agreed otherwise in the Schedule, a Permitted User must at all times be a Client Group Company in order to have access to the Services as set out in this Agreement. If any Permitted User is no longer a Client Group Company, the  rights of the relevant Permitted User will automatically terminate (without further notice and without liability to TwentyCi) on the date it ceases to be a Client Group Company; and 

19.1.5. if the Client’s rights under this Agreement terminate (for whatever reason), the Permitted Users Rights shall also automatically terminate (without further notice and without liability to TwentyCi). 

19.2. References to Client Materials in this Agreement shall be deemed to include data and materials provided by Permitted Users. 

SECTION D: DEFINITIONS 

In this Agreement the following words and expressions shall have the following meanings: