USER SERVICE AGREEMENT

This Agreement governs the Customer’s use of the software and services provided by Complete Analytics Limited (company number 09418609) under the brand name of Roveel. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 13 (LIMITATION OF LIABILITY).

1. Interpretation
   1. The definitions and rules of interpretation in this clause apply in this Agreement.
      Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
      Agreement: this user service agreement which incorporates the Privacy Policy and Data Retention Policy.
      Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      Complete Analytics: Complete Analytics Limited (company number 09418609) whose registered office address is St Faith’s House, Mountergate, Norwich, Norfolk, England, NR1 1PY, trading as Roveel.
      Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 4.
      Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
      Customer: in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, or in the case of an individual accepting this Agreement on his or her own behalf, such individual.
      Customer Subscription: the subscription purchased by the Customer pursuant to clause 1 in respect of each Customer Sage Dataset which entitles Authorised Users to access and use the Services in respect of that Customer Sage Dataset and otherwise in accordance with this agreement.
      Customer Sage Dataset: the dataset of the Customer obtained from a Customer’s Sage 50, Sage Accounting or Sage 200 data source.
      Customer Xero Dataset: the dataset of the Customer obtained from a Customer’s Xero data source.
      Customer Data: the data inputted by the Customer, Authorised Users, or Complete Analytics on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, including the Customer Sage Dataset or Customer Xero Dataset.
      Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time in the UK which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
      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 an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
      Initial Subscription Term: in case of an annual Subscription, the initial 12-month term of this Agreement, and in the case of a monthly subscription, the initial one-month term of this Agreement.
      Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
      Renewal Period: in the case of an annual Subscription, a period of 12 months, and in the case of a monthly subscription the period of one month, as described in    clause 1.
      Sage Marketplace: the business cloud marketplace operated by Sage at https://www.sage.com/marketplace/ or such other website address as may be notified to the Customer from time to time.
      Sage Marketplace Terms of Use & Sale: the terms of use and sale of the Sage Marketplace from time to time available at https://www.sage.com/en-gb/legal/marketplace/terms-and-conditions/ or such other website address as may be notified to the Customer from time to time.
      Services: the subscription services, and development services provided by Complete Analytics to the Customer under this Agreement from time to time.
      Software: the online software applications provided by Complete Analytics as part of the Services.
      Subscription Fees: the subscription fees payable by the Customer to Complete Analytics for each Customer Subscription from time to time.
      Subscription Term: has the meaning given in clause 1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
      Support Fee: where support is charged on the Subscription, this will be charged as an annual upfront fee equal to 20% of the total annual Subscription Fees and shall be payable on each 12 month anniversary. 
      Support Services Policy: Complete Analytics’ policy for providing support in relation to the Services as made available at support services policy or such other website address as may be notified to the Customer from time to time.
      UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
      Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
      Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
      Xero AppStore: the global software marketplace operated by Xero at https://apps.xero.com/ or such other website address as may be notified to the Customer from time to time.

   2. Clause headings shall not affect the interpretation of this agreement, and references to clauses are to the clauses of this agreement.
   3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
   4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
   6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
   7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
2. Acceptance of Terms
   1. The Customer agrees to be bound by, and to comply with, the Agreement by it:
      (a) clicking to accept the Agreement;
      (b) signing a copy of the Agreement;
      (c) registering to use the Software or the Services;
      (d) accessing the Software or the Services; or
      (e) otherwise signifying its agreement to the Agreement.
   2. Complete Analytics may change the terms of the Agreement at any time without the need to give the Customer any notice. The Customer acknowledges that it is the Customer’s responsibility to read the Agreement on each occasion that the Customer uses the Software or the Services.
   3. This Agreement shall apply to the Customer’s use of the Software or the Services to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   4. The Customer acknowledges that Complete Analytics is entitled to rely on the fact that any individual (whether in their capacity as an officer, director, employee, consultant, agent or otherwise) accessing the Software or the Services has the necessary and appropriate authority to act on behalf of the Customer and bind the Customer to the terms of the Agreement.
   5. The Software and Services are solely available for business users and are not available for consumers or any individuals under 18 years of age. By accessing or using the Software or Services, the Customer warrants and accepts that they are at least 18 years of age and are accessing or using the Software or Services solely for business purposes.
3. Customer Subscription
   1. Subject to the Customer purchasing the Customer Subscription in accordance with clause 3 and clause 8.1, the restrictions set out in this clause 3 and the other terms and conditions of this agreement, Complete Analytics hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer’s internal business operations.
   2. The Customer shall require an individual Customer Subscription in respect of each Customer Sage Dataset or Xero Dataset used in connection with the Services.
   3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      (a) is in any way unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      (b) facilitates any illegal activity;
      (c) depicts sexually explicit images;
      (d) promotes violence;
      (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      (f) is otherwise in any way illegal or causes damage or injury to any person or property;

      and Complete Analytics reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

   4. The Customer shall not:
      (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
      (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; o
      (c) access all or any part of the Services in order to build a product or service which competes with the Services; or
      (d) subject to clause 25.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
      (e) attempt to obtain, or assist third parties in obtaining, access to the Services; or
      (f) introduce or permit the introduction of, any Virus or Vulnerability into Complete Analytics’ network and information systems.
   5. The Customer shall prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Complete Analytics.
   6. The rights provided under this clause 3 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company or affiliate of the Customer.
4. Additional Customer Subscriptions
   1. Subject to clause 2 and clause 4.3, the Customer may, from time to time during any Subscription Term, purchase additional Customer Subscriptions and Complete Analytics shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this agreement.
   2. If the Customer wishes to purchase additional Customer Subscriptions, the Customer shall notify Complete Analytics in writing. Complete Analytics shall evaluate such request for additional Customer Subscriptions and respond to the Customer with approval or rejection of the request.
   3. If Complete Analytics approves the Customer’s request to purchase additional Customer Subscriptions, the Customer shall, in advance of the additional Authorised Users being given access to the Software, pay to Complete Analytics the relevant Subscription Fees for such additional.
5. Services
   1. Complete Analytics shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
   2. Complete Analytics shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
      (a) planned maintenance carried out during the maintenance window of 09.00 pm to 2.00 am UK time, Monday to Friday; and
      (b) unscheduled maintenance performed outside Normal Business Hours, provided that the Complete Analytics has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
   3. Complete Analytics will, as part of the Services and at no additional cost to the Customer, provide the Customer with Complete Analytics’ standard customer support services during Normal Business Hours in accordance with the Complete Analytics’ Support Services Policy in effect at the time that the Services are provided. Complete Analytics may amend the Support Services Policy in its sole and absolute discretion from time to time.  The Customer may purchase enhanced support or development services separately at the Complete Analytics’ then current rates.
   4. This Agreement shall not prevent Complete Analytics from entering into similar or the same 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.
6. Customer data
   1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data.

   2. Complete Analytics shall not be responsible for any loss, destruction or alteration of Customer Data caused by Complete Analytics and/or any third-party.

   3. The Customer will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, the Customer’s obligations or rights under the Data Protection Legislation.

   4. The Customer acknowledges that:
      (a) if Complete Analytics processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and Complete Analytics is the processor for the purposes of the Data Protection Legislation; and
      (b) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Complete Analytics’ other obligations under this agreement.

   5. Without prejudice to the generality of clause 3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Complete Analytics for the duration and purposes of this Agreement so that Complete Analytics may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer’s behalf.

   6. The Customer shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, 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.

   7. Complete Analytics may at any time revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

7. Customer’s obligations
   
   • The Customer shall:
     (a) provide Complete Analytics with:
          (i) all necessary co-operation in relation to this agreement; and
          (ii) all necessary access to such information as may be required by Complete Analytics,
     In order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
     (b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement
     (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Complete Analytics may adjust any agreed timetable or delivery schedule as reasonably necessary;
     (d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this agreement;
     (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Complete Analytics, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
     (f) ensure that its network and systems comply with the relevant specifications provided by Complete Analytics from time to time; and
     (g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Complete Analytics’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
     (h) agree that any feedback or testimonials provided may be used in marketing and/or the promotion of Complete Analytics and associated products or services.
8. Charges and payment
   1. Unless the Customer subscribes to the Software or Services via the Xero AppStore (in which case the Xero AppStore Terms of Use & Sales will apply to payment by the Customer of the Customer Subscription) or Sage Marketplace (in which case the Sage Marketplace Terms of Use & Sale will apply to payment by the Customer of the Customer Subscription), the Customer shall pay the Subscription Fees to Complete Analytics for the Customer Subscriptions in accordance with this clause 8.

   2. The Customer shall provide to Complete Analytics valid, up-to-date and complete credit card details or approved purchase order information acceptable to Complete Analytics and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides

      (a) its credit card or bank account details to Complete Analytics, the Customer hereby authorises Complete Analytics to bill such credit card with, or take payment from the Customer’s bank account under a direct debit payment instruction of (appropriate) the Subscription Fees payable in respect of the Initial Subscription Term or Renewal Period on a monthly or annual basis (as applicable); and

      (b) its approved purchase order information to Complete Analytics, Complete Analytics shall invoice the Customer for the Subscription Fees payable in respect of the Initial Subscription Term or Renewal Period (as appropriate), and the Customer shall pay each invoice within7 days after the date of such invoice.

   3. Monthly Subscribers will pay their first monthly Subscription Fee at the conclusion of their free trial period (if there is one) and thereafter they will pay the Subscription Fee monthly in advance of each Renewal Period. Annual Subscribers will pay their annual Subscription Fee in advance of the Initial Period and thereafter they will pay the annual Subscription Fee in advance of each Renewal Period.

   4. If Complete Analytics has not received payment on the due date, and without prejudice to any other rights and remedies of Complete Analytics:
      (a) Complete Analytics may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Complete Analytics shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

      (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Complete Analytics’ bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

   5. All amounts and fees stated or referred to in this agreement:
      (a) shall be payable in pounds sterling or Euros;
      (b) are non-cancellable and non-refundable;
      (c) are exclusive of value added tax, which shall be added to Complete Analytics’ invoice(s) at the appropriate rate.

   6. No refunds or credits (whether for monthly Subscription Fees, annual Subscription Fees, and/or any development work carried out by Complete Analytics) will be issued for downtime, or for periods unused with an active subscription.

9. Proprietary rights
   1. The Customer acknowledges and agrees that Complete Analytics and/or its licensors own any and all intellectual property rights in the Services or the Software from time to time. 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, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Software.
10. Confidentiality
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
       (a) is or becomes publicly known other than through any act or omission of the receiving party;
       (b) was in the other party’s lawful possession before the disclosure;
       (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
       (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
    2. Subject to clause 3, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

    3. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

    4. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Complete Analytics’ Confidential Information.

    5. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

    6. The above provisions of this clause 10 shall survive termination of this agreement, however arising.

11. Sage
    1. Complete Analytics is not an agent, partner or authorised representative of Sage (UK) Limited (Sage) and no legal relationship, whether contractual or otherwise, exists between the Customer and Sage in respect of the use of the Services or the Software.
    2. Sage does not accept any responsibility for any defects in the Services or the Software, is not liable for the interoperability of the Software with any Sage products or services, and is not responsible for the support and/or maintenance of the Software.
12. Indemnity
    
    1. The Customer shall defend, indemnify and hold harmless Complete Analytics against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal and other professional fees) arising out of or in connection with
       (a) the Customer’s use of the Services, or
       (b) any breach of the Customer’s obligations under this agreement, or
       (c) any negligent acts or omissions of the Customer.
13. Limitation of liability
    1. Complete Analytics:
       (a) expressly does not warrant or represent that:
            (i) the Customer’s use of the Services or the Software will be uninterrupted or error-free; or
           (ii) that the Services, Software or the information obtained by the Customer through the Services will meet the Customer’s requirements or desired outcomes; or
          (iii) the Software or the Services will be free from Vulnerabilities; or
         (iv) the Software or the Services will comply with any Heightened Cybersecurity Requirements.
       (b) is not responsible for any delays, delivery failures, loss of data, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services or the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    2. The Customer assumes sole responsibility for results obtained from the use of the Services or the Software by the Customer, and for conclusions drawn from such use. Complete Analytics shall have no liability whatsoever for any damage caused by errors or omissions in any information, instructions or scripts provided to Complete Analytics by the Customer in connection with the Services or the Software, or any actions taken by Complete Analytics at the Customer’s direction.

    3. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

    4. The Services and Software are provided to the Customer on an “as is” basis.

    5. Nothing in this Agreement excludes the liability of Complete Analytics:
       (a) for death or personal injury caused by the Complete Analytics’ negligence; or
       (b) for fraud or fraudulent misrepresentation.

    6. Subject to clause 2 to clause 13.5 (inclusive):
       (a) Complete Analytics shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
       (b) the Complete Analytics’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the Customer Subscriptions during the 12 months immediately preceding the date on which the claim arose.

14. Term and termination
    1. This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on at the start of the Initial Subscription Term and in the case of:
       (a) an annual Subscription shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for a Renewal Period of 12 months, unless:
                (i) either party notifies the other party of termination, in writing, at least 90 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
                (ii) otherwise terminated in accordance with the provisions of this agreement;
       (b) a monthly Subscription shall continue and shall be automatically renewed for each successive Renewal Period of 1 month, unless:
                (i) either party notifies the other party of termination, in writing, in which case this Agreement shall terminate at the end of month immediately following the month in which notice was given to terminate; or
               (ii) 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:
       (a) 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 14 days after being notified in writing to make such payment;
       (b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
       (c) the other party 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, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
       (d) 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;
       (e) 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;
       (f) 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;
       (g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
       (h) 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;
       (i) 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; or
       (j) 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 clause 2(c) to clause 14.2(i) (inclusive).
    3. On termination of this Agreement for any reason:
       (a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services; and
       (b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. Force majeure
    1. Complete Analytics shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Complete Analytics or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Complete Analytics or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16. Variation
    1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17. Waiver
    1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18. Rights and remedies
    1. 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.
19. 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 clause 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.
20. Entire agreement
    1. This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
    4. Nothing in this clause shall limit or exclude any liability for fraud.
21. Assignment
    1. The Customer shall not, without the prior written consent of Complete Analytics, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
    2. Complete Analytics may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22. No partnership or agency
    1. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. Third party rights
    1. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24. Notices
    1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
       (a) 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
       (b) or sent by email to the address notified by one party to the other.

    2. Any notice or communication shall be deemed to have been received:
       (a) if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address; and
       (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
       (c) 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. In this clause2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. Governing law
    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.
26. Jurisdiction
    1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).