Nirius Platform External Services
Terms
(Updated 5th April 2024)
1. Welcome to Nirius Platform™ external Services
1.1.The Nirius Platform™ is an online software service for businesses that consolidates many important IT functions into a single subscription service accessed through compatible internet connected web-browsers and devices.
1.2.Nirius Networks Limited (the “Company”) delivers the Nirius Platform™ (the “Platform”) as a subscription service to Platform Customers who have an agreement with us. These customers are typically businesses and organisations such as sports clubs, but can also include individuals. Our agreement with our Platform Customers is covered by a separate document, called the "Nirius Platform Terms of Service".
1.3.The Platform optionally provides our Platform Customers with features such as for their customers ("external Users"). These terms govern how these external Users may use the Platform features designed for external Users, including apps and websites (collectively "external Services") in their interactions with our Customers.
1.4.At no point does the ownership of any intellectual property pass from the Company (or its licensor(s)) to either the Platform Customer or external Users.
1.5.In order to use any external Services, external Users must agree to these Terms.
2. About these Terms
2.1.This document is the Nirius Platform external Services Terms (the “Terms”). It sets out the terms and conditions that an external User must agree to (to the exclusion of all other terms and conditions) in order to use the external Services. If you do not agree to the Terms, you cannot use the external Services and must not access or attempt to access them. For avoidance of doubt external Users may not use non-external Services unless they have a valid user subscription through the relevant Platform Customer which would be governed by the "Nirius Platform Terms of Service. note that the Platform Customer may require you to agree to additional terms ("The Platform Customer's Terms") in order to access their instance of the Platform using the external Services. However in the event of a conflict between The Platform Customer's Terms, and these Terms, these Terms will prevail.
2.2.These Terms are important as they explain our obligations to you, and your obligations to us. As the Platform and associated external Services are continually evolving we reserve the right to change the Terms at any time to reflect these changes.
2.3.In these Terms words importing the singular number include the plural and vice versa; and words importing any gender include any other gender.
2.4.Except in respect of Clause 7 (Price), time shall not be of the essence in respect of any obligation under these Terms.
2.5.The headings in these Terms are for convenience only and shall not affect its interpretation.
3. Definitions
3.1.In these Terms, unless the context otherwise requires, the following words shall have the following meanings:
“external Services” means any Apps published by us or a website powered by our Platform that may or may not include our Platform Customer’s brand, and that is intended for use by external Users to engage and/or transact with our Platform Customers. external Services do not include Platform features designed for Platform Customer's internal business operations.
“external User”, ”you” and “your” means the person(s), firm or company who wishes to use the external Services in its role as a customer of a Platform Customer.
“Platform Customer” means our customer that has a signed agreement with us to provide the Platform's service to help them run their organisation or business. They are the person or entity that has the direct relationship with the external User.
“Confidential Information” means all information in any medium or format (written, oral, visual or electronic, and whether or not marked or described as "confidential” including, without limitation, the Price Lists relating to either party or its businesses, prospective businesses, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances which comes into the possession of either party by virtue of, or in connection with, these Terms before or after the date of these Terms, and which the disclosing party regards, or could reasonably be expected to regard, as confidential, and any and all information which has been or may be derived or obtained from any such information.
“external User data” means any data that is stored, created, sent or transmitted by the external User or when it is using the Platform.
“Intellectual Property Rights” includes but is not limited to (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) computer code including, but not limited to, source code; (v) applications, extensions and renewals in relation to any of these rights; and (vi) all other rights of a similar nature or having an equivalent effect anywhere in the world.
“Nirius Networks Limited”, the “Company”, “us”, “our” and “we” means Nirius Networks Limited, a Company registered in England and Wales under number 06267729 whose registered office is at D5 Culham Science Centre, Abingdon, Oxfordshire, OX 3DB, United Kingdom.
“Platform” means the Nirius Platform™ including external Services.
“Terms” means this document, the “Nirius Platform external Services Terms” as amended from time to time in accordance with clause 21 (“Modification to Terms & Service”)
4. Accessing the Platform
4.1.The specific external Services available will change from time to time based on availability and Platform Customer preferences.
4.2.A external User will be able to access features through a compatible web browser or mobile device, the required specification of which may change from time to time.
4.3.A broadband internet connection, and a compatible device will be required to use the external Services and must be provided by the external User at its own cost.
4.4.The external User will be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the external User’s network connections or telecommunications links caused by the internet.
4.5.The Company is not responsible for any loss or corruption of data resulting from the transfer of data over communications networks and facilities, including the internet, and the external User acknowledges that the
external Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.6.Supported web browsers and internet enabled devices may change from time to time.
5. 3rd Party Processors
5.1.In order to collect card payments, direct debit payments and other payments through the external Services, we securely transmit your data to reputable payment processors. You understand that the processor(s) is/are entirely responsible for the collection from and remittance of money to you and we accept no liability to you for any errors that these third parties may make. Additionally, you are liable for all fees that you incur with the payment processor and will settle these directly with the payment processor. You acknowledge and understand that our role in the payment collection is purely to interface and automate the flow of information from the Platform to the payment processor as far as is reasonable and practicable given prevailing circumstances. You agree to monitor collections using information provided by the payment processor(s) to highlight and notify us of any errors in a timely manner.
6. Prices
6.1.All prices (if any) for external Services provided by the company to the external Users are clearly displayed on the relevant website or app store. These are separate from any fees the Platform Customer may charge for goods and services sold using the Platform.
7. Feature Updates
7.1.external Services may be added, removed or updated periodically.
7.2.App updates will be delivered via the relevant app store (e.g. the Apple App Store and Google Play Store).
7.3.For the avoidance of doubt the Company shall not be liable for any changes (including the addition or removal of apps or features) in the external Services.
8. Termination
8.1.You can terminate your agreement with us by ceasing to use the features and, if applicable, uninstalling any external Service Apps from your devices.
8.2.Either party (the “terminating party”) may terminate the subscription “For Fault” with immediate effect by written notice to the other party if:
a.any sum owing to the terminating party by that other party under any of the provisions of these Terms is not paid within 14 calendar days of the due date for payment;
b.that other party commits any other material breach of Terms and, if the breach is capable of remedy, fails to remedy it within 28 calendar days after being given written notice of the breach and requiring it to be remedied; or
c.that other party suffers an Insolvency Event;
d.that other party ceases, or threatens to cease to carry on business; or
e.that other party threatens or undertakes legal action of any kind against the terminating party.
8.3.If termination occurs For Fault, all payments payable to the Company under these Terms shall become due immediately.
8.4.For the purposes of clause 8.2 (b), a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance.
8.5.On termination of the external User’s Subscription all licences granted under these Terms shall immediately terminate.
8.6.The rights to terminate the Subscription given under these Terms shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
8.7.Upon the termination the external User must cease to use external Services.
9. Security & Other external User Obligations
9.1.You are responsible for all activity occurring under or in connection with your username and you shall comply with all applicable laws, treaties and regulations that apply in connection with the use of the external Services, including those related to data privacy, data protection, international communications and the transmission of technical or personal data.
9.2.You must:
a.where you have one, keep your secure username and password safe;
b.notify the Platform Customer immediately of any unauthorised use of any password or account or of any other known or suspected breach of security;
c.not impersonate another user of the Platform or provide false identity information to gain access to or use the Platform; and
d.report to the Company immediately and use reasonable endeavours to stop immediately any copying or distribution of any part of the Platform that is known or suspected by you.
9.3.You must not:
a.send spam or other duplicative or unsolicited messages in violation of applicable laws;
b.access, store, send or distribute material that is obscene, infringing, threatening, libellous, racially or ethnically offensive, discriminatory based on race, gender colour, religious belief, sexual orientation; or that facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is otherwise unlawful, including materially harmful to children or violative of third party privacy rights;
c.access, store, send or distribute material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
d.interfere with or disrupt the integrity or performance of the or the data contained therein;
e.attempt to gain unauthorised access to the Platform or related systems or networks; or
f.otherwise use the Platform to cause nuisance to others.
9.4.The Company reserves the right, without any liability whatsoever to the external User, to:
a.delete or remove any data (including external User data) or material; or
b.disable the external User’s access to any data (including external User data) or material that breaches the provisions of this Clause 9.
9.5.You shall indemnify and keep indemnified and defend at your own expense the Company, each other member of the Company’s Group and any person to whom the benefit of these Terms is assigned, novated or otherwise transferred by the Company in accordance with clause 23 (“Assignment”) (each referred to as the “indemnified party”) against all costs, claims, damages and expenses incurred by the indemnified party or for which the indemnified party may become liable due to any failure by you or your Users to comply with its obligations in this Clause 9 (“Security & Other external User Obligations”) or for any breach of or consequences arising under the data Protection Act 1998.
9.6.The external User must only access and use the Platform in countries, states, territories or jurisdictions where they are legally permitted to do so and the Company reserves the right to terminate the agreement with you without any liability whatsoever to you in the event that you are in breach of this Clause 9.6 or where the Company considers the use of the Platform from certain countries, states, territories or jurisdictions poses a risk to the security of the Platform or the protection of the Company’s Intellectual Property Rights.
10. Fair Usage
10.1.You agree to use the external Services in a fair and reasonable manner. If you place unexpectedly high loads on the Platform due to what we may deem to be unusual usage patterns we reserve the right to immediately terminate your access to the Platform at our sole discretion. You agree not to use or attempt to use the external Services if we terminate your access.
11. Ownership of Intellectual Property Rights
11.1.All right, title and interest, including all Intellectual Property Rights, in and to the Platform (and any future development of the Platform, including external Services) are the property of the Company (or, where applicable its licensors).
11.2.All right, title and interest, including all Intellectual Property Rights, in and to all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Platform shall be the exclusive property of the Company (or where applicable its licensors).
11.3.For the avoidance of doubt, nothing in these Terms convey to you any rights of ownership in or related to the Platform or the Intellectual Property Rights in the Platform, or any other Intellectual Property Rights.
11.4.The Company name, the Company logo, the Platform logo, and the product names associated with the Platform are trademarks of the Company, its licensors and/or third parties, and no right or licence is granted to use them.
11.5.This clause 11 (“Ownership of Intellectual Property Rights”) shall survive and shall not be rendered ineffective by the termination of this agreement for any reason.
12. License Grant & Restrictions
12.1.The Company hereby grants you a limited non-exclusive, non-transferable, worldwide right for the duration of the agreement to access the external Services strictly for you to interact with the Platform Customer as intended by the design of the Platform, and subject to these Terms. All rights in the Platform not expressly granted to you under these Terms are reserved to the Company and its licensors.
12.2.You may not access or receive the Platform or external Services if you are a direct competitor of the Company, except with Company’s explicit prior written consent which it may withhold without giving reason.
12.3.You may not access the Platform or external Services for the purpose of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
12.4.The rights granted in clause 12 (“Licence Grant & Restrictions”) is personal to the external User. You shall not:
a.license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party all or any of the Platform in any way;
b.copy, modify, adapt, alter, improve, enhance, amend or make derivative works based upon all or any of the Platform;
c.create Internet "links" to the Platform or "frame" or "mirror" any part of the Platform on any other server or wireless or Internet-based device;
d.reverse engineer, decompile, disassemble or develop all or any of the Platform except as permitted by law;
e.build a competitive product or service using all or part of the Platform;
f.build a product using similar ideas, features, functions or graphics as those of the Platform; or
g.copy any ideas, features, functions or graphics of the Platform.
13. external User data & data Protection
13.1.The Company does not own any of the external User data. The external User and not the Company shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all of the external User data and of the intellectual property ownership or right to use such Customer data.
13.2.external User data is stored on storage devices which are encrypted.
13.3.The parties agree that the Company shall process any personal data that it may be required to process under this Agreement on behalf of the Platform Customer as a data processor and that the Platform Customer shall remain the data controller for all personal data.
13.4.Each party’s attention is drawn to the data Protection Act 1998, Directive 95/46/EC of the European Parliament and any legislation and/or regulations implementing them (all referred to as the “data Protection Requirements”.
13.5.Both parties warrant that they will duly observe all their obligations under the data Protection Requirements which arise in connection with these Terms.
13.6.The external User:
a.acknowledges and agrees that personal data may be transferred or stored outside the European Economic Area (EEA) or the country where the Customer and the Users are located in order to provide access to the Platform and fulfil the Company’s other obligations under these Terms;
b.shall ensure that it is entitled to transfer the relevant personal data to the Company so that the Company may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer’s behalf; and
c.shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing and transfer as required by the data Protection Requirements.
13.7.The Company shall, to the extent it processes any personal data of the external User:
a.only carry out processing on instructions from the Platform Customer; and
b.implement technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data and subject to clause 14 (“Warranties & disclaimers”).
13.8.In this Clause 13 “personal data”, “data processor”, “data controller” and “processing” shall have the meaning ascribed to them in the data Protection Act 1998.
13.9.Authorised Company personnel may have access to the external User data you upload to the Platform. The Company undertakes to only access such external User data in order to provide the Platform and comply with these Terms and the agreement we have with the relevant Platform Customer.
13.10.We will not disclose external User data to any third parties (except the Platform Customer and our service providers who are necessary for operation of the Platform) unless we are compelled to do so by law or by any governmental or other regulatory body provided that, if practicable, we will supply a copy of the required disclosure to you before any Customer data is disclosed and, if practicable, incorporate any amendments or additions reasonably requested by you.
13.11.If it is practicable to legally challenge the required disclosure described in clause 13.10 and in our opinion is not likely to imperil the Company financially, operationally or legally, we may agree to do so provided that you promptly request, in writing, for us to do so, and pay in advance all legal costs for doing so. However, there shall be no obligation on the Company to do so.
13.12.We reserve the right to inspect external User data if our systems notify us of suspected malware or content which can endanger the Platform or our systems. Only Company personnel or external experts covered by appropriate confidentiality agreements will be allowed to inspect such external User data.
13.13.The Company reserves the right to delete external User data, without any liability to the Customer whatsoever, if it is found to endanger the Platform or our systems, or if it is found to breach clause 9.3.
13.14.The external User shall ensure that where it accesses Platform data from outside the European Economic Area it will comply with all its obligations under the data Protection Requirements.
13.15.To the extent that any external User data contains Intellectual Property Rights the external User hereby grants (or shall procure the grant) to the Company, each other member of the Company’s Group and any person to whom the benefit of these Terms is assigned, novated or otherwise transferred by the Company in accordance with clause 23 (“Assignment”) a non-exclusive, royalty-free, non-transferable license (with rights to sub-license to subcontractors) in perpetuity to use those Intellectual Property Rights for the sole purpose of providing the Platform service.
14. Warranties & disclaimers
14.1.The Company and its licensors make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Platform or any content which forms part of the Platform.
14.2.The Company and its licensors do not represent or warrant that:
a.the Platform will be provided in a secure, timely, uninterrupted or error-free manner or will operate in combination with any other hardware, software, system or data;
b.the Platform will meet your requirements or expectations;
c.any stored data will be accurate or reliable;
d.errors or defects in the Platform will be corrected; or
e.the Platform or the server(s) that make the Platform available are free of viruses or other harmful components.
14.3.The Platform and all content which forms part of the Platform are provided to you strictly on an "as is" basis and you agree to use them at your own risk.
14.4.All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by the Company and its licensors.
15. Internet Delays & Platform Upgrades, Beta Versions and Maintenance
15.1.The Platform may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures or other damage resulting from such problems.
15.2.The Platform may be periodically updated by us with feature and security enhancements. These updates are mandatory as they will provide the Platform Customer and external Users with the most secure service. Where possible we will apply upgrades at times that will minimise disruption to the Platform. However, the Customer acknowledges that occasional Platform downtime may be experienced as a result of these updates.
15.3.In order to offer external Users early access to the external Services and also to potentially useful features in development, the Company may offer “Beta” versions of the external Services. Beta versions and features have not completed full testing and quality control procedures and are therefore more prone to error and failure compared to ”Release” versions of the Platform. If you use a Beta version of the Platform you acknowledge and accept this additional risk.
16. Transmission of data outside of the European Economic Area
16.1.The Platform backs-up external User data. When data is backed-up it is encrypted during transmission and on storage.
16.2.It is possible that the Customer data may be backed-up to a location outside of the European Economic Area. To the best of the Company’s knowledge the Customer data cannot be decrypted without the encryption key which is stored in the United Kingdom and is only accessible by authorised Company personnel.
16.3.You must ensure that all of the external User data that you and your Users upload to the Platform is permitted to be stored in this manner outside of the European Economic Area.
16.4.You are responsible for ensuring that your external User data is permitted to be stored in this format and you shall indemnify and keep indemnified and defend at your own expense the Company, each other member of the Company’s Group and any assignees of Company in accordance with clause 23 (“Assignment”) (each referred to as the “indemnified party”) against all costs, claims, damages and expenses incurred by the indemnified party or for which the indemnified party may become liable due to any failure by you to comply with its obligations in clause 16.3.
17. Export Controls
17.1.The Platform and external Services contain cryptographic software subject to UK, European, Swiss and/or US laws regarding supply, transfer and use. You agree to comply with these and any other export regulations and controls in relation to the Platform and, if necessary obtain the appropriate authorisation and/or export/import licences.
17.2.The Company and its licensors make no representation that the Platform is appropriate or available for use in locations outside of the United Kingdom, European Union and Switzerland. If you use the Platform from outside the United Kingdom, European Union and/or Switzerland, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
17.3.Use of the Platform contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited.
17.4.None of the information acquired through the use of the Platform is, or may be, used for nuclear activities, chemical or biological weapons, or missile projects.
17.5.You may find further information at the United Kingdom government maintained websites: http://www.fco.gov.uk and http://www.bis.gov.uk.
18. Confidentiality
18.1.Each party shall at all times keep confidential (and ensure that its employees, agents and representatives shall keep confidential) any Confidential Information which it may acquire from or in relation to the other party and shall not use or disclose any such Confidential Information except:
a.strictly as required to perform its obligations under these Terms; or
b.with the prior written consent of the party to which such Confidential Information relates or belongs.
18.2.The provisions of clause 18.1 shall not apply to Confidential Information:
a.which the receiving party is able to prove was already in its possession at the date it was received or obtained; or
b.which the receiving party obtains from some other person with good legal title to the same; or
c.which comes into the public domain otherwise than through the default or negligence of the receiving party; or
d.which is independently developed by or for the receiving party without use of or reference to the Confidential Information; or
e.which the receiving party is required to disclose by law or by the rules of any recognised stock exchange, or by any governmental or other regulatory body provided the party concerned shall, if practicable, supply a copy of the required disclosure to the party to which such Confidential Information relates or belongs before it is disclosed and, if practicable, incorporate any amendments or additions reasonably requested by that party.
18.3.Each party shall ensure that its employees, sub-contractors and agents who have, or may have, access to the Confidential Information are bound by obligations no less onerous than those set out herein.
18.4.Each party shall deliver up any Confidential Information belonging to the other party including all copies of the same, to the other party on request.
18.5.Each party shall immediately inform the other if it becomes aware of the possession, use or knowledge of any of the Confidential Information of the other by any unauthorised person, whether during or after the term of the Subscription and shall provide such reasonable assistance as is required to deal with such event.
18.6.This clause 18 (“Confidentiality”) shall survive and shall not be rendered ineffective by the termination of the Subscription for any reason.
19. Limitation of Liability
19.1.Nothing in these Terms shall operate so as to exclude or limit the liability of either party for death or personal injury arising out of negligence or for any other liability which cannot be excluded or limited by law.
19.2.subject to clause 19.1, the total aggregate liability of the Company to the external User under or in relation to these Terms, including (but not limited to) liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence) and breach of statutory duty shall not exceed the total fees that have been paid by the external User to the Company in respect of external Services in the twelve month period preceding the liability arising.
19.3.In no circumstances (other than liability of the type referred to in clause 19.1) shall the Company be liable to the external User for any of the following types of loss or damage arising under or in relation to these Terms:
a.any loss of profits, business, contracts, anticipated savings, goodwill or revenue or any wasted expenditure (regardless of whether any of these types of loss or damage are direct, indirect or consequential);
b.any loss or corruption of data (including external User data);
c.any unavailability of the Platform or security breach resulting from a failure of third party telecommunications and / or the internet; or
d.any indirect or consequential loss or damage whatsoever,
in each case, whether or not the Company was aware of the possibility of such loss or damage to the external User .
19.4.Without prejudice to the generality of the foregoing provisions and subject always to clause 19.1 above, the external User acknowledges that the Company shall, in no circumstances, be liable for the use of the Platform by the external User or any third party.
19.5.The Company shall not have any liability to the external User for any delay or failure in the performance of its obligations under these Terms to the extent that such delay or failure is as a result of a delay or failure by the Platform Customer or external User in the performance of any of their obligations under these Terms.
19.6.This clause 19 (“Limitation of Liability”) shall survive and shall not be rendered ineffective by the termination of the agreement for any reason.
20. Application of Terms and Conditions
20.1.These Terms shall apply to the services provided by the Company to the external User to the exclusion of all other terms and conditions.
20.2.The Platform Customer may require you to agree to additional terms ("The Platform Customer's Terms") in order to access their instance of the Platform using the external Services. However in the event of a conflict between The Platform Customer's Terms, and these Terms, these Terms will prevail.
20.3.This clause 20 (“Application of Terms and Conditions”) shall survive and shall not be rendered ineffective by the termination of the agreement for any reason.
21. Modification to Terms & Service
21.1.The Company reserves the right to modify these Terms or its policies relating to the external Services at any time, effective upon posting of an updated version of these Terms at http://legal.nirius.net/external-terms.
21.2.You are responsible for regularly checking for modifications these Terms. Continued use of the Services after any such changes shall constitute your consent to such changes.
21.3.If you do not consent to such changes, you must cease to use the Services.
21.4.The Company may change the scope of the external Services and the underlying technical infrastructure without notice in order to reflect the continuing development of the Platform and underlying technical and/or legal advances.
22. Force Majeure
22.1.For the purposes of this clause 22 (“Force Majeure”), a “Force Majeure Event” means, in relation to the Company, an event the occurrence of which is beyond its reasonable control, including (without limitation) the following: Act of God, explosion, earthquake, fire, flood, act of terrorism, war or warlike operations, failure of third party suppliers, shortage of raw materials, malicious damage, civil unrest, riot, industrial action, change of statute or regulation, and failure of plant or equipment.
22.2.If a Force Majeure Event occurs which prevents the Company from performing any of its obligations to the Customer or causes a delay in performance, the Company shall not be liable to the Platform Customer or external User for the performance of such obligations, provided that the Company takes all reasonable steps to mitigate the impact of the Force Majeure Event.
22.3.If the impact of the Force Majeure Event upon the Company continues for a period of no less than 30 days, the Company may, by written notice, terminate this agreement with immediate effect without liability to the Customer.
23. Assignment
23.1.The Customer may not assign or transfer or try to assign or otherwise deal with any of its rights or obligations under these Terms without the Company’s prior written consent.
23.2.The Company may assign, novate or otherwise dispose of any or all of its rights and obligations under these Terms to any member of its Group or to any third party as part of the sale of the Company or bona fide solvent reorganisation of the Company's Group and will notify the Customer following any such assignment, novation or other disposal.
23.3.The Company may subcontract any of its obligations under these Terms to any third party.
24. Entire Agreement
24.1.These Terms constitutes the entire agreement between the parties in relation to its subject matter, and replaces and extinguishes all prior agreements, draft agreements, arrangements, undertakings, or collateral contracts of any nature made by the parties, whether oral or written, in relation to that subject matter.
24.2.Each party acknowledges that in entering into these Terms it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings or representations which were made by or on behalf of the other party in relation to the subject-matter of these Terms at any time before its signature (together Pre-Contractual Statements), other than those which are set out expressly in this Agreement.
24.3.Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements, but for sub-clause 24.2.
24.4.Nothing in this clause shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
25. Third Party Rights
25.1.A person who is not a party to these Terms shall not be entitled to enforce any provisions of these Terms under the Contracts (Rights of Third Parties) Act 1999.
26. Severability
26.1.If any clause, or part of a clause, of these Terms, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remainder of the clause or paragraph which contains the relevant provision shall not be affected, unless otherwise stipulated under applicable law.
26.2.If the remainder of the provision is not affected, the parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to these Terms which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the clause, or the part of the clause, in question.
26.3.This clause 26 (“Severability”) shall survive and shall not be rendered ineffective by the termination of the Subscription for any reason.
27. Notices
27.1.Unless otherwise specified in these Terms, any notice which may be given by the Company to the Customer shall be delivered:
a.by hand or;
b.sent by courier which requires a signature as proof of delivery;
c.by email transmission;
d.by a notification in an external Service App;
to the address, or email address, as appropriate, of the other party as set out in the Order Form.
27.2.Unless otherwise specified in these Terms, any notice which may be given by the Customer to the Company shall be delivered by hand or sent by courier which requires a signature as proof of delivery to
Nirius Networks Limited
Park House
SA123 2TD
United Kingdom
or sent by email to notices@nirius.net.
27.3.Any such communication shall be deemed to have been made:
a.if delivered by hand, on the date of such delivery;
b.if sent by courier, on the date of such delivery subject to the proof of delivery;
c.if sent by email, on the date of transmission, subject to confirmation of successful delivery by a delivery report; and
d.if sent by push notification to an app, on the date of transmission.
28. General
28.1.The rights, powers and remedies provided in these Terms are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.
28.2.Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor authorise any party to make or enter into any commitments for or on behalf of any other party
28.3.The failure to exercise, or delay in exercising, a right, power or remedy provided by these Terms or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these Terms this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
29. Governing Law and Jurisdiction
29.1.The agreement covered by the Terms is governed by English law.
29.2.The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
29.3.This clause 29 (“Governing Law and Jurisdiction”) shall survive and shall not be rendered ineffective by the termination of the Subscription for any reason.