Terms and Conditions

Company details.

Prometheux Limited (company number 13931965) (Prometheux, we and us) is a company registered in England and Wales with a main trading address at 14 Welbeck Street, London, England, W1G 9XU. Our VAT number is GB475886329. We operate the site https://prometheux.ai/

Contacting us.

To contact us email us at business@prometheux.ai.

Our contract.

These terms and conditions apply to an order by you (“Customer”) and supply of Software and Services by us to you. By either clicking a box indicating acceptance, or by executing an order or a free trial form that refers to these terms and conditions, or by accessing or using the Software or Services, Customer accepts and agrees to be bound by these terms and conditions. If Customer does not agree to be bound by these terms and conditions Customer must not access or use the Software or Services or attempt to do so. In the event of any conflict, an Order prevails over this Agreement and this Agreement prevails over Customer purchase orders or other Customer terms.

1. Interpretation
   
   1. The definitions and rules of interpretation in this clause apply in this Agreement
      Affiliate: any business entity from time to time controlling, controlled by, or under common control with, either party.
      “Agreement” means these Prometheux Software and Services Standard Terms and Conditions.
      Applicable Data Protection Laws: means: (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Prometheux is subject, which relates to the protection of personal data.
      Authorised Users: those employees, agents and independent contractors of the Customer who are authorised to use the Software, if further described in the Order.
      Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
      Control: a business entity shall be deemed to "control" another business entity if it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation.
      Commencement Date: means the date the Services commence as specified in an Order.
      Customer Data: the data inputted by the Customer or Prometheux on the Customer's behalf for the purpose of using the Software or facilitating the Customer's use of the Software.
      Customer Personal Data: personal data which Prometheux processes in connection with this Agreement, if any, in the capacity of a processor on behalf of the Customer.
      Designated Equipment: the equipment designated on the Order, if any, which is the only equipment on which the Customer may use the Software.  
      Documentation: the documents made available to the Customer by Prometheux from time to time which sets out a description of the Services and the user instructions for the Software.
      EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
      Fees: the fees payable by the Customer to Prometheux as set out in the Order and as more particularly described at 4.
      Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or its end users relating to security of network and information systems and security breach and incident reporting requirements, which may include the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
      Initial Subscription Term: the initial term of this Agreement as set out in the Order.
      Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
      Maintenance Release: release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.
      New Version: any new version of the Software which from time to time is publicly marketed and offered for purchase by Prometheux in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
      Order: the sales order form, statement of work, purchase authorisation letter or other order for the Software and/or Services which references these standard terms and conditions.
      Renewal Period: the renewal period as set out in the Order.
      Services: the services provided by Prometheux to the Customer under the Order and notified to the Customer by Prometheux from time to time.
      Site: the premises from which the Customer carries out its business as stated in the Order if any, or as notified to Prometheux in writing from time to time.
      Software: the intelligent data platform for big data processing and explainable logical reasoning called Prometheux and developed by Prometheux Limited as more particularly described on the Order and at Prometheux.ai including any Maintenance Release which is acquired by the Customer during the subsistence of the Order.
      Source Code Materials: the source code of the Software, and all technical information and documentation required to enable the Customer to modify and operate it.
      Subscription Term: has the meaning given in 11.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
      UK GDPR: has the meaning given to it in the Data Protection Act 2018.
   2. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
   3. Unless the context otherwise requires:
      1. words in the singular include the plural and in the plural include the singular;
      2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time OR it is in force as at the date of this Agreement;
   4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
   5. A reference to writing or written excludes fax but not email.
2. Licence and Services
   1. In consideration of the Fees paid by the Customer to Prometheux and for the duration of the Subscription Term, subject to the Customer meeting its payment obligations, Prometheux grants to the Customer a non-exclusive, non-transferable, non-sublicensable, non-assignable worldwide licence for the Customer and  Authorised Users to use the Software, for their internal business operations, subject to these terms and those of the Order. Any act or omission by an Authorised User shall constitute an act or omission of Customer under these terms.
   2. In relation to scope of use:
      1. for the purposes of 2.1, use of the Software shall be restricted to use of the Software in object code form.
      2. the Customer may not use the Software other than as specified in this Agreement (including 2.1 and 2.2(a)) without the prior written consent of Prometheux, and the Customer acknowledges that additional Fees may be payable on any change of use approved by Prometheux.
      3. except as expressly stated in this 2, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, unless Prometheux is prepared to carry out such action at a reasonable commercial fees or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request Prometheux to carry out such action or to provide such information (and shall meet Prometheux's reasonable costs in providing that information) before undertaking any such reduction.
   3. The Customer may not use any such information provided by Prometheux or obtained by the Customer during any such reduction permitted under 2.2 (c)) to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
   4. The Customer shall not:
      1. sub-license, assign or novate the benefit or burden of this licence in whole or in part;
      2. allow the Software to become the subject of any charge, lien or encumbrance;
      3. deal in any other manner with any or all of its rights and obligations under this Agreement, and
      4. allow the number of persons using the Software to exceed any Authorised Users specified in the Order.
   without the prior written consent of Prometheux, such consent not to be unreasonably withheld or delayed.
   1. Prometheux may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.
   2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
   3. Notwithstanding clause 5, a party assigning any or all of its rights under this Agreement may disclose to a proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the other party which is necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this 2.7 shall be made until notice of the identity of the proposed assignee has been given to the other party.
   4. From time to time Prometheux may, at its sole discretion invite Customer to try beta services at no extra charge. Customer may accept or decline any such trial in its sole discretion. Beta services will be designated as beta, pilot, evaluation or similar. Such beta services are for evaluation purposes only, and may be subject to additional terms. Prometheux may discontinue beta services at any time in its sole discretion. Subject to 8.2, beta services are provided “as is” and “as available” and without any warranty term or condition and Prometheux will have no liability for any harm or damage arising out of or in connection with the beta services.
   5. The Customer shall permit Prometheux to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that Prometheux provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
3. Maintenance releases
   The Customer shall install all Maintenance Releases as soon as reasonably practicable after receipt.
4. Fees
   1. The Customer shall pay to Prometheux fees as set out in the Order.
   2. If the Customer fails to make any payment due to Prometheux under this Agreement within 14 days of the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   3. All payments made by the Customer under this Agreement are exclusive of VAT. Prometheux shall provide the Customer with a valid VAT invoice. The Customer shall pay any stamp duties or similar transfer taxes imposed on the supplies made under this Agreement and shall reimburse Prometheux for any such stamp duties or similar transfer taxes paid by Prometheux. All sums payable under this Agreement are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible. If the Customer is required to make any deduction for or on account of tax from any payment due under this Agreement (Tax Deduction):
      1. The Customer shall account to the relevant tax authority for such Tax Deduction and shall provide evidence to Prometheux that it has so accounted.
      2. The amount of the payment due under this Agreement shall be increased so that Prometheux receives an amount equal to the amount that would have been received by it, had the Customer not been required to make any Tax Deduction.
      The Customer and Prometheux shall co-operate to minimise the amount of any Tax Deduction. If following the making of a Tax Deduction, Prometheux determines that it (or any member of Prometheux's group) has received and retained any credit, relief or other benefit as a result of the Tax Deduction, Prometheux shall pay such amount to the Customer as Prometheux determines would leave Prometheux in the same position as if the Customer had not been required to make any Tax Deduction.
   4. Prometheux shall be entitled to increase the Fees, at the start of each Renewal Period upon 30 days' prior notice to the Customer and the Order shall be deemed to have been amended accordingly.
   5. Once placed an Order is non-cancellable and the sums paid non-refundable, except as provided in these terms and the Order and quantities purchased cannot be decreased during the Initial Subscription Term or Renewal Period as applicable.
5. Confidentiality and publicity
   1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by 5.2.
   2. Each party may disclose the other party's confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 5; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   3. No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
   4. Customer hereby grants Prometheux the non-exclusive, non-transferable royalty-free, perpetual, worldwide right and license to use Customer’s name, logo and trademark and to refer to Customer as a client of Prometheux in connection with Prometheux’s marketing and promotional activities. Prometheux may create case studies highlighting Customer’s use of the Services and the business results achieved which may be used in but is not limited to Prometheux’s website, marketing materials, social media and public relations provided that Customer shall have the right to review, collaborate on and approve such case study prior to publication, such approval not to be unreasonably withheld or delayed and to be deemed granted if no written objection is received by Prometheux within 10 working days of Customer’s receipt of the case study for review.
6. Export
   1. Neither party shall export, directly or indirectly, any technical data acquired from the other party under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
   2. Each party undertakes:
      1. contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
      2. if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
7. Warranties and Indemnities
   1. Prometheux shall perform the Services with reasonable skill and care.
   2. Prometheux's obligations at 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Prometheux's instructions, or modification or alteration of the Services by any party other than Prometheux or Prometheux's duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, Prometheux will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in 7.1.
   3. Prometheux does not warrant that the use of the Software will be uninterrupted or error-free or that it will meet any Heightened Cybersecurity Requirements.
   4. The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
   5. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose.
   6. Customer agrees to indemnify, defend and hold harmless Prometheux and its officers, directors, employees, agents, suppliers, licensors and related parties from and against any and all claims, costs, expenses (including without limitation legal fees), losses, liabilities and damages arising out of or related to Customer’s breach of its obligations under this Agreement.
   7. This Agreement shall not prevent Prometheux from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
8. Limits of liability
   1. Except as expressly stated in 8.2:
      1. Prometheux shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
         1. special damage even if Prometheux was aware of the circumstances in which such special damage could arise;
         2. loss of profits;
         3. loss of anticipated savings;
         4. loss of business opportunity;
         5. loss of goodwill;
         6. loss or corruption of data;
         7. wasted expenditure.
      2. the total liability of Prometheux, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fees paid or payable for the Services giving rise to the liability in the 12 months preceding the date the first incident out of which any liability under this Agreement arose or, if the first such incident occurs any time before the first anniversary of the Commencement Date, the total amount payable by the Customer for the Services giving rise to the liability in the twelve month period commencing on the Commencement Date; and
      3. the Customer agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) Prometheux shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.
   2. The exclusions in 7.5 and 8.1 shall apply to the fullest extent permissible at law, but Prometheux does not exclude liability for:
      1. death or personal injury caused by the negligence of Prometheux, its officers, employees, contractors or agents;
      2. fraud or fraudulent misrepresentation;
      3. any other liability which may not be excluded by law.
   3. All dates supplied by Prometheux for the delivery of the Software or the provision of Services shall be treated as approximate only. Prometheux shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
   4. All references to Prometheux in this 8 shall, for the purposes of this clause and 18 only, be treated as including all employees, subcontractors and suppliers of Prometheux and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with 18.
9. Intellectual property rights
   1. The Customer acknowledges and agrees that Prometheux and/or its licensors own all Intellectual Property Rights in the Software any New Versions and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Software or the Documentation. If any Intellectual Property Rights in and to any modifications to the Services or Software vest in Customer, Customer hereby assigns (by way of present and future assignment) all such Intellectual Property Rights to Prometheux and agrees to execute all such documents and do any other acts that Prometheux may reasonably require to give effect to this sentence.
   2. Prometheux confirms that it has all the rights in relation to the Services, Software and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
10. Data protection
    1. Both parties will comply with all applicable requirements of Applicable Data Protection Laws and the terms controller, processor, data subject, personal data, personal data breach and processing in this clause 10 shall have the meaning given to them in the UK GDPR.  
    2. Where in connection with this Agreement Prometheux processes Customer Personal Data as a processor on behalf of Customer, the parties have determined that for the purposes of Applicable Data Protection Laws, Customer is controller and Prometheux is processor and that the data protection provisions set out in clauses 10.2.1 – 10.2.3 below shall apply to both parties. Should the determination in this clause 10.2 change, each party shall work in good faith to make any changes which are necessary to this clause 10. Prometheux shall:
       1. process Customer Personal Data for the Subscription Term of this Agreement only on the documented instructions of the Customer and for the purposes of providing the Services and Software in accordance with this Agreement unless Prometheux is required by Applicable Data Protection Laws to otherwise process that Customer Personal Data;
       2. implement technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
       3. ensure that any personnel engaged and authorised by Prometheux to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
       4. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Prometheux), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
       5. notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data; and
       6. maintain records to demonstrate its compliance with this clause 10.
       10.2.2 the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to Prometheux for the duration and purposes of this Agreement;
       10.2.3 the Customer hereby provides its prior general authorisation to Prometheux to:
    1. appoint processors to process the Customer Personal Data, provided that Prometheux:
       1. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Prometheux in this 10;
       2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Prometheux; and
       3. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to Prometheux's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify Prometheux for any losses, damages, costs (including legal Fees) and expenses suffered by Prometheux in accommodating the objection.
    2. transfer Customer Personal Data outside of the UK as required for the purpose of the processing, provided that Prometheux shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Prometheux, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer); and
    3. receive log and diagnostic data arising out of Customer’s use of the Software and Services necessary for the operation of the same and for service improvement and analytics.
    
    
11. Term and Termination
    1. This Agreement shall, unless otherwise terminated as provided in this 11, commence on the Commencement Date and shall continue for the Initial Subscription Term. Except as otherwise specified in an Order, thereafter, this Agreement shall be automatically renewed for successive Renewal Periods, unless:
       1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
       2. otherwise terminated in accordance with the provisions of this Agreement;
       and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
    2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
       1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
       2. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
       3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
       4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
       6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
       8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
       9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
       10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
       11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 11.2(c) to 11.2(j) (inclusive);
       12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
       13. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
    3. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
    4. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
    5. On termination for any reason:
       1. all rights granted to the Customer under this Agreement shall cease;
       2. the Customer shall cease all activities authorised by this Agreement;
       3. the Customer shall immediately pay to Prometheux any sums due to Prometheux under this Agreement; and
       4. the Customer shall immediately destroy or return to Prometheux (at Prometheux's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to Prometheux that it has done so.
       5. Prometheux may destroy or otherwise dispose of any of the Customer Data in its possession unless Prometheux receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Prometheux shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Prometheux in returning or disposing of Customer Data.
    6. If Prometheux terminates this Agreement in accordance with 11.2 then without prejudice to Prometheux’s other rights and remedies Customer must pay within 30 days all amounts that have accrued prior to such termination as well as all sums that would have been payable for the Services ordered had this Agreement continued for the remainder of the Initial Subscription Term or then current Renewal Period as applicable plus related taxes and expenses.
    7. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
    8. Prometheux reserves the right to suspend Customer’s and Authorised Users’ access to the Software and Services for scheduled or emergency maintenance, if in Prometheux’s reasonable judgment the Software or Services are about to suffer a significant threat to security or functionality, or if Customer or Authorised User is in breach of its obligations under this Agreement. Prometheux will use reasonable endeavours to provide advance notice to Customer of such suspension and re-establish the affected Services as soon as reasonably practical.  Without affecting any other rights or remedies under this Agreement, Prometheux may terminate this Agreement if any of the foregoing causes of suspension is not rectified within 30 days after Prometheux’s initial notice thereof.
12. Waiver
    1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
13. Remedies
    ‍Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14. Entire Agreement
    1. This Agreement including the Order and documents otherwise referred to herein contain the whole Agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous Agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.
    2. Each party acknowledges that, in entering into this Agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) (Representation) other than as expressly set out in this Agreement or those documents.
    3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
    4. Nothing in this clause shall limit or exclude any liability for fraudulent misrepresentation.
15. Variation
    ‍No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16. Severance
    1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
    2. If any provision or part-provision of this Agreement is deemed deleted under 16.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17. Counterparts
    ‍This Agreement may be executed in any number of counterparts, each of which when executed constitutes a duplicate original, but all the counterparts together constitute the one Agreement.
18. Third-party rights
    1. Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    2. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any person.
19. No partnership or agency
    1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
20. Force majeure
    ‍Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 60 days the party not affected may terminate this Agreement by giving not less than 60 days' written notice to the affected party.
21. Notices
    1. Any notice given to a party under or in connection with this contract shall be in writing and shall be:
       1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
       2. sent by email to the address specified in the Order (or an address substituted in writing by the party to be served):
    2. Any notice shall be deemed to have been received:
       1. if delivered by hand, at the time the notice is left at the proper address;
       2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting;
       3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
22. Governing law and jurisdiction
    1. This Agreement 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.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).