PARTIES

1. Truvi Technologies Ltd, a company incorporated in the United Kingdom under registration number 11871938, whose registered office is at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT (“Truvi”) and
2. The Client.

BACKGROUND

A. Truvi has developed certain software applications and a digital trust platform within the short-term rentals industry.

B. The Client wishes to use Truvi’s services in its business operations.

C. Truvi has agreed to provide and the Client has agreed to make these services available on its platform for purchase. The Client agrees to take and arrange payment for Truvi’s services subject to the terms and conditions of this agreement.

AGREED TERMS

1. INTERPRETATION

The definitions and rules of interpretation in this clause apply in this agreement.

1.1 “Actual Number of Incidents” refers to either the total number or total value of incidents reported by the Client to Truvi within each calendar month;

1.2 “Additional Services” refers to the extra services which Truvi shall provide to the Client through the existing API;

1.3 “Approved” means a status allocated to a Booking with no significant risks identified following Validation;

1.4 “Booking” means a confirmed stay that has been submitted to Truvi;

1.5 “Cancelled Bookings” means any Bookings which are cancelled in accordance with the Client’s cancellation terms and conditions and subsequently notified to Truvi by the Client;

1.6 “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 13;

1.7 “Client” means the details specified in the Order Form;

1.8 “Client Data” means the data inputted by the Client, authorised user or Truvi on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services;1.9 “Contents” means household goods and other personal property contained within a Property, including art, antiques and collectable items.  For the avoidance of doubt, this does not include;

(a) animals including pets and livestock;

(b) currency, cheques, credit cards, postal orders, travellers’ cheques, money orders, crossed bankers’ drafts, current postage stamps, gift vouchers or tokens, customer redemption vouchers, travel tickets, precious metal in bullion form, notes or securities

(c) jewellery, watches, gemstones, handbags, furs,

unless in the case of (b) and (c) above, the items are stored in a locked safe inaccessible to guests;

1.10. “Cosmetic Damage” means damage that does not impact the likelihood of a Property receiving a Booking, or adversely impact the functionality of the Property’s fixtures and/or fittings, or its Contents.  By way of example (but not limited to) damage that consists solely of scratches, scuffs, marks or dents.

1.11. “Documentation” means the terms and conditions relevant to the Services, as set out in Host Protection and Guest Agreement;

1.12. “Effective Date” means the date of signing this agreement;

1.13. “Flagged” means a status allocated to a Booking after risks have been identified following Validation;

1.14. “Home Standards” refers to a set of standards and best practices that ensures a Property is safe, fully functional and as advertised, including but not limited to:

(a) appropriate sleeping areas, hot and cold running water, and a functional sewage system;

(b) adequate protection of the property, including locks and/or other security devices (as appropriate); and

(c) functioning utilities, such as Wi-Fi, air conditioning and heating (as advertised).

1.15. “Initial Term” means 24 months from the Start Date;

1.16. “Normal Business Days” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

1.17. “Normal Business Hours” means 9:00am to 5:30pm local UK time, each Business Day;

1.18. “Order Form” means the documentation that is a schedule to this Agreement;

1.19. “Payment Request” means a formal request for a payment submitted to  Truvi in accordance with the terms outlined in the Host Protection;

1.20. “Property” means any residential property (including but not limited to campervans, boats, mobile homes, and any other impermanent structures), which a host has the legal and/or contractual right to offer to guests and which complies with Home Standards.

1.21. “Property Damage” means the damage caused to any Property, its fixtures and/or fittings, or its Contents, caused by the actions or inactions, whether accidental, deliberate or otherwise, of a guest (or any accompanying occupants) during a Booking.  For the avoidance of doubt, this does not include Cosmetic Damage and/or Wear and Tear;

1.22. “Protection Payment” means any payment made by Truvi on behalf of a Guest in response to a Payment Request pursuant to the terms outlined in the Host Protection;

1.23. “Rejected” means a status allocated to a Booking when significant risks have been identified following Validation;

1.24. “Renewal Period” means the period described in Clause 10.1.

1.25. “Services” means the services and Documentation provided by Truvi to the Client under this agreement, as more particularly described in Clause 3.

1.26. “Start Date” means the agreed date on which the Services commence;

1.27. “User” refers to a customer of the Client to whom the Services and the Documentation provided by Truvi under this agreement are facilitated by the Client to be applied to a Booking;

1.28. “Validation” means the protocols and processes performed by Truvi in order to allocate a status to any Booking;

1.29. “Wear and Tear” means the type of gradual deterioration to a Property’s fixtures and/or fittings, or its Contents which could reasonably be expected through normal usage over time.

1.30. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.31. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.32. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2. RIGHT OF USE

2.1. Subject to the restrictions set out in this Clause 2 and the other terms and conditions of this agreement, Truvi hereby grants to the Client a non-exclusive, non-transferable right to use the Services and related Documentation without displaying any or all of Truvi’s trademarks and branding during the Term solely for the Client’s internal business operations.

2.2. The Client shall not:

2.2.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means;

2.2.1. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

2.2.3 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2;

2.3. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Truvi.

3. AGREED SERVICES

3.1. The Client has selected the following Screen and Protect services:

3.1.1. Know Your Guest screening

3.1.1.1. Name verification;

3.1.1.2. Mobile verification and/or email verification; and

3.1.1.3. Watchlist search.

3.1.2.Screen and Protect Programme

i) The Screen and Protect Programme will apply to an Approved Booking and shall consist of the following service:

a. Complete Protection

ii)Support from a dedicated Truvi mediation & resolution team to resolve any case of Property Damage during an Approved Booking;

iii)Provision of funds in the event of Property Damage caused during an Approved Booking, in accordance with the terms outlined in the Guest Agreement and Host Protection; and

iv)Assistance provided to the Client and/or User (as appropriate) in the recovery of any Property Damage costs from liable Guests.

3.2. The verification and searches shall be performed on the available information provided to Truvi by the Client.

3.3. Subject to clause 3.4, Truvi shall use commercially reasonable endeavours to make the Guest Screening and purchase of Screen and Protect Programme available 24 hours a day, seven days a week, except for unscheduled maintenance performed, where possible, outside Normal Business Hours, provided that Truvi has used reasonable endeavours to give the Client at least 6 Normal Business Hours’ notice in advance.

3.4. Support from a dedicated Truvi Team to assist with a Payment Request and any provision of Protection Payment will be available only during the Normal Business Hours on Normal Business Days.

4. CHARGES AND PAYMENT

4.1. From the Start Date, the Booking fees applicable to the use of Services shall be outlined in the Order Form.

4.2 All amounts and fees stated or referred to in this agreement:

4.2.1.shall be payable in the currency specified on the Order Form;

4.2.2.are non-cancellable and non-refundable;

4.2.3. are exclusive of value added tax, which shall be added to Truvi’s invoice(s) at the appropriate rate.

4.3. The Client shall be charged for all Bookings submitted to Truvi through the Client’s platform.

4.4. Validation by Truvi under Know Your Guest Screening shall be completed for each Booking, following which Truvi shall provide the Client with a clear Booking status, namely, “Approved”, “Flagged” or “Rejected”.  The status provided by Truvi is final.

4.5. Any Rejected Booking shall not be qualified for Protection Payment under Screen and Protect Programme and Truvi shall not be liable to make any Protection Payment, nor for any Property Damage caused by the Guest during a Rejected Booking. For an Approved and Flagged booking, the Protection Payment shall be as outlined on the Order Form.

4.6. If for a period of three (3) months, the Cancelled Bookings are in excess of 10% of the Bookings each month, Truvi may request an investigation into the volume of cancellations, and the Client agrees to co-operate and assist Truvi (as required) in good faith.  Abuse of the cancellation provisions contained within this Clause shall be deemed a material breach of this agreement.

4.7. Validation shall be completed for each Booking, following which Truvi shall provide the Client with a clear Booking status, namely, “Approved” or “Rejected”.  The status provided by Truvi is final.

4.8. The fees set out under clauses 3 and 4 in the Order Form shall apply for the Initial Term only.  Truvi shall be entitled to increase the fees by 5% on the first day of April each year. The Client shall be provided with 30 days’ prior notice and the abovementioned clauses shall be deemed amended accordingly.

4.9. If during the term of this Agreement, if the Client is among the top 5% of high-incident reporters, based on their Actual Number of Incidents, either (i) in any three (3) months within a twelve (12) month period or (ii) consecutively for two (2) months, Truvi shall require the Client to subscribe to Additional Services. This subscription to the Additional Services is intended to help reduce the Client’s Actual Number of Incidents and to support the legitimate purpose of the Services provided under this agreement. The Additional Services shall be provided to the Client in the Order Form.

5. PAYMENT TERMS

5.1. The Client is responsible for collecting fees from the Hosts for the Services utilised under this agreement. The Client shall remit those collected Service fees to Truvi in accordance with the terms of this agreement.

5.2. On the first day of each calendar month, the Client shall receive an invoice outlining the fees payable in respect of Approved Bookings which have taken place and concluded during the previous calendar month, along with any cancellation fees or fees for Rejected Bookings which may be due (the cancellation fees shall fall due in the month after which the Booking has been cancelled and fees for Rejected Bookings shall fall due in the month after which the Booking receives Rejected status).

5.3. The invoice shall be payable in the currency specified on the Order Form.

5.4. The Client agrees to pay invoices via direct debit or auto pay and authorises Truvi to facilitate these payments using third-party payment processors

5.5. The Client acknowledges that Truvi uses third-party payment processors and authorises them to process payment for each invoice on Truvi’s behalf. This authorisation shall remain in effect until the termination of this agreement.

5.6. The Client shall pay the first invoice manually. Upon payment of the first invoice, the Client shall setup direct debit or auto pay for any subsequent invoice payments.

5.7. The Client acknowledges that the invoice amounts may vary depending on the usage of Services. The Client will be notified of any variable payment amounts three (3) days prior to the scheduled payment collection day and agrees for the payment to be collected after (3) days following the issuance of the invoice. The Client shall have fourteen (14) Business Days from receipt of the invoice to raise any questions. In the case of dispute, the parties shall negotiate in good faith.  In the event of any sums being incorrectly debited from the Client’s account, these shall be credited back to the Client’s account in the month following resolution of the dispute.

5.8. The Client shall maintain a valid payment method, sufficient funds in the authorised bank account and ensure that authorisation for the direct debit or auto pay remains in effect until the termination of this agreement.

5.9. The Client agrees to notify Truvi immediately of any changes to their bank account details or circumstances that may affect the successful processing of payments. The Client shall promptly follow Truvi’s instructions to update their payment details and ensure uninterrupted processing of direct debit or auto pay transactions.

5.10. If the Client receives a refund to which they are not entitled, the Client agrees to hold such funds in trust for Truvi and return the funds promptly upon request by Truvi.

5.11. The Client acknowledges that the third-party payment processors will provide the Direct Debit Guarantee (or equivalent protections). The Client agrees that the terms and conditions of these payment processors, including their guarantees, will apply to any payments made through these platforms.

5.12. If payment is not successfully debited from the Client’s account on the due date and without prejudice to any other rights and remedies of Truvi:

5.12.1. Truvi may, without liability to the Client, disable the Client’s account and access to all or part of the Services and Truvi shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

5.12.2. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to the current base lending rate of the Truvi’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

5.13. The Client shall be responsible for all charges, fees, interest and expenses (including, but not limited to, legal fees) incurred by Truvi in enforcing the Client’s payment obligations under this agreement.

5.14.Revenue Sharing:

5.14.1. Truvi agrees to a revenue-sharing arrangement whereby the Client may charge the Hosts for Approved Bookings, at a markup rate of up to 20% higher (unless otherwise agreed by both parties in writing) than the per night and/or per Booking fee outlined under clause 4 of this agreement.

5.14.2. At no time during the term of this agreement shall the Client charge Hosts more than what is outlined in clause 5.14.1 for each respective Service offered to the client under this agreement.

5.14.3. Truvi has sole discretion to amend the percentage specified in clauses 5.14.1. Any such change shall be implemented by the Client within thirty (30) days of receiving notice or by the next billing period, whichever occurs first. Truvi may issue notice to adjust these charges no more than three (3) times within a calendar year.

5.14.4. In the event of Client’s failure to comply with clause 5.14.1, 5.14.2 and 5.14.3, Truvi reserves the right to suspend Services until the Client has achieved compliance with these clauses.

6. TRUVI OBLIGATIONS

6.1. Truvi shall:

6.1.1. perform the Services substantially in accordance with the terms of this agreement and with reasonable skill and care;

6.1.2. use reasonable endeavours to provide and maintain the Application Programming Interface (“API”) required for the Services;

6.1.3. provide the necessary resources and documentation within fifteen (15) Business Days of account creation; and

6.1.4. provide ongoing support within five (5) Business Days of any request from the Client.

6.2. The undertaking at Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Truvi’s instructions, or modification or alteration of the Services by any party other than Truvi or Truvi’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Truvi will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in Clause 6.1.

6.3. Truvi:

6.3.1. does not warrant that:

i) the Client’s use of the Services will be uninterrupted or error-free; or

ii) that the Services, and/or the information obtained by the Client through the Services will meet the Client’s requirements.

6.3.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.4. This agreement shall not prevent Truvi 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.

7. CLIENT’S OBLIGATIONS

7.1. The Client shall:

7.1.1. build to Truvi’s API;

7.1.2. make the Services and the Documentation available for the Host’s and/or the Guests as per the terms of this agreement;

7.1.3. make available and obtain consent from the required parties to the Guest Agreement and Host Protection;

7.1.3.1. For avoidance of doubt:

a. Guest Agreement shall be provided by the Client to the Guest when Complete Protection is applied to the Booking;

b. Host Protection terms shall be provided by the Client to the Host when Complete Protection is applied to a Booking; and

Failure to comply with clauses 7.1.2 and 7.1.3 shall be considered a material breach of this agreement and Truvi shall not be liable to make any Protection Payment in the event of such breach.

7.1.4. The Client agrees and acknowledges that Truvi’s decision to make Protection Payment upon Payment Request is discretionary and Truvi may suspend Services and may withhold payments if such purported Payment Requests are deemed unusual, suspicious, or fraudulent, as reasonably determined by Truvi. Any such decision will be communicated to the Client without undue delay. Truvi has the right to request information, and the Client agrees to fully cooperate in investigating such Payment Requests that are deemed unusual, suspicious or fraudulent, as determined by Truvi without prejudice to any legal and equitable remedies. Non-compliance with these terms may result in the suspension of Services for those Listings on the Platform, as well as other consequences deemed appropriate by Truvi.

7.1.5. upon receiving instructions from Truvi, disable the Services to those Hosts on the Client’s Platform with Payment Requests that are deemed unusual, suspicious or fraudulent as determined by Truvi in its sole discretion, until further notice by Truvi. If the Client fails to comply with such an instruction from Truvi, Truvi will not be liable to pay any payments related to those Hosts on Client’s Platform.

7.1.6. provide Truvi with:

i) all necessary co-operation in relation to this agreement, including the incorporation or adoption of Guest Agreement and Host Protection; and

ii) all necessary access to such information as may be required by Truvi;

in order to provide the Services, including but not limited to Client Data, security access information and configuration services;

7.1.7. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

7.1.8. carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any significant delays in the Client’s provision of such assistance as agreed by the parties, Truvi may adjust any agreed timetable or delivery schedule as reasonably necessary;

7.1.9. obtain and shall maintain all necessary licences, consents, and permissions necessary for Truvi, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

7.1.10. ensure that its network and systems comply with the relevant specifications provided by Truvi from time to time;

7.1.11. 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 Truvi’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet;

7.2. The Client agrees and acknowledges that the decision of Truvi is final and binding and constitutes the final determination of any payments payable to the Guest upon successful Payment Request.

7.3. The Client shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.

8.PROPRIETARY RIGHTS

8.1. The Client acknowledges and agrees that Truvi and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Client 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.

8.2. Truvi confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9. DATA PROTECTION

9.1. The Client agrees that at all times during the term of this agreement, it shall be in compliance with all prevailing local, state, and/or national laws in reference to general data and data privacy laws including those laws, policies and regulations dealing with the protection of personally identifiable information.

9.2. The Client confirms that it has permission from its clients and/or users to share with Truvi all necessary information in accordance with Clause 7.1.6 ii);

9.3. The Data Processing and Handling Agreement, shall further govern the parties’ data and security obligations.

10. TERM AND TERMINATION

10.1. While this agreement shall come into force on the Effective Date, the Services shall commence on the Start Date and shall continue for the Initial Term. Thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

10.1.1. after the first 12 months of the Initial Term, terminated by either party giving the other not less than six (6) months’ prior notice in writing; or

10.1.2. otherwise terminated in accordance with the provisions of this agreement;

and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.

10.2. 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:

10.2.1. unless otherwise agreed in accordance with Clause 5.2, the Client 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; or

10.2.2. upon providing written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to remedy the breach within 15 days after being given written notice thereof; or

10.2.3. 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 (IA 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 IA 1986

10.2.4. 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;

10.2.5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

10.2.6. 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;

10.2.7. 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);

10.2.8. 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;

10.2.9. 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;

10.2.10. 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;

10.2.11. 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 Clause 10.2.3 to Clause 10.2.10 (inclusive);

10.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

10.2.13. 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.

10.3. Save as provided in Clause 10.2, on termination of this agreement for any reason:

10.3.1. the Client shall immediately cease all use of the Services;

10.3.2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

10.3.3. Truvi may destroy or otherwise dispose of any of the Client Data in its possession unless Truvi receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Truvi shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client 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 Client shall pay all reasonable expenses incurred by Truvi in returning or disposing of Client Data; and

10.3.4. 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.

11. INDEMNITY AND INSURANCE

11.1. Indemnity by Truvi to Client

11.1.1. Truvi shall defend, indemnify and hold harmless Client against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any third-party claim that the Services or the Client’s use thereof infringe or misappropriate such third party patents, copyrights, trademarks, database rights or right to confidentiality,  provided that:

11.1.1.1. Truvi is given prompt notice of any such claim;

11.1.1.2. The Client provides reasonable co-operation to Truvi  in the defence and settlement of such claim, at Truvi’s expense; and

11.1.1.3. Truvi is given sole authority to defend or settle the claim.

11.1.2. In the defence or settlement of any claim, Truvi may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.

11.1.3. In no event shall Truvi, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

11.1.3.1. a modification of the Services by anyone other than Truvi; or

11.1.3.2. the Client’s use of the Services in a manner contrary to the instructions given to the Client by Truvi; or

11.1.3.3. the Client’s use of the Services after notice of the alleged or actual infringement from Truvi or any appropriate authority.

11.2. Indemnity by Client to Truvi

11.2.1. The Client shall defend, indemnify and hold harmless Truvi against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any third-party claim that the Client’s use of the Services, -including but not limited to any misuse of the Services, unauthorised modification of the Services by anyone other than Truvi or its authorised persons, use the Services in manner contrary to instructions given by Truvi to the Client-infringes or misappropriates such third party’s patents, copyrights, trademarks, database rights or right of confidentiality, provided that:

11.2.1.1. the Client is given prompt notice of any such claim;

11.2.1.2. Truvi provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and

11.2.1.3. the Client is given sole authority to defend or settle the claim.

11.2.2. In no event shall Truvi, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

11.2.2.1. a modification of the Services by anyone other than Truvi; or

11.2.2.2. the Client’s use of the Services in a manner contrary to the instructions given to the Client by Truvi; or

11.2.2.3. the Client’s use of the Services after notice of the alleged or actual infringement from Truvi or any appropriate authority.

11.3. The foregoing and Clause 12.3.2 state the Client’s sole and exclusive rights and remedies, and Truvi’s (including Truvi’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

11.4. During the Term and for a period of 1 year thereafter, both the Client and Truvi shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the agreement and shall produce to the other party on request both the insurance certificate providing details of the cover of each insurance.

12. LIMITATION OF LIABILITY

12.1.Except as expressly and specifically provided in this agreement:

12.1.1.the Client assumes sole responsibility for results obtained from the use of the Services by the Client and for conclusions drawn from such use. Truvi shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Truvi by the Client in connection with the Services, or any actions taken by Truvi at the Client’s direction;

12.1.2.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; and

12.1.3.the Services are provided to the Client on an “as is” basis.

12.2.Nothing in this agreement excludes the liability of Truvi:

12.2.1.for death or personal injury caused by Truvi’s negligence; or

12.2.2.for fraud or fraudulent misrepresentation.

12.3.Subject to Clause 12.1 and Clause 12.2:

12.3.1.Truvi 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;

12.3.2.Truvi’s 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 fees paid by the Client during the 12 months immediately preceding the date on which the claim arose, less any costs reasonably incurred by Truvi in the provision of the Services.

12.4.Nothing in this agreement excludes the liability of the Client for any breach, infringement or misappropriation of the Truvi’s intellectual property rights.     

13. CONFIDENTIALITY

13.1.Each party undertakes that during the term of this agreement and for a period of five years thereafter, it shall not disclose to any person any Confidential Information concerning the business, affairs, assets customers, clients, suppliers or services (including but not limited to operations, processes, trade secrets and software) of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 13.2.

13.2. Each party may disclose the other party’s Confidential Information:

13.2.1.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 clause 13; and

13.2.2.as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3.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.

13.4.On termination or expiry of this agreement, each party shall:

13.4.1.destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

13.4.2.erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable);

13.5.The above provisions of this Clause 13 shall survive for a period of five years from termination or expiry of this agreement.

14. CONFLICT

If there is an inconsistency between any of the provisions in the main body of this agreement and the schedules, the provisions in the main body of this agreement shall prevail.

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. WAIVER

16.1. 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.

16.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17. RIGHTS AND 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.

18. SEVERANCE

18.1.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.

18.2.If any provision or part-provision of this agreement is deemed deleted under Clause 18.1 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.

19. ENTIRE AGREEMENT

19.1.This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

19.2.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.

19.3.Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19.4.Nothing in this Clause shall limit or exclude any liability for fraud.

20. ASSIGNMENT

20.1. The Client shall not, without the prior written consent of Truvi, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

20.2. Truvi 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 by providing the Client 60 days’ notice. In that case, the Customer may terminate the Agreement immediately.

21. NO PARTNERSHIP OR AGENCY

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).

1. THIRD PARTY RIGHTS

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.

23. NOTICES

23.1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email  to the addresses mentioned on the Order From (or an address substituted in writing by the party to be served).

23.2. Any notice shall be deemed to have been received 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.

23.3. 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.

24. GOVERNING LAW

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 interpreted in accordance with the law of England and Wales.

25. JURISDICTION

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).