IRIS Lease Accounting Agreement for SME and Multi-company/CPA companies

BETWEEN:
Innervision Management Limited or Iris Group Company stated in an Order or invoice (“Innervision/Supplier/We/Us/Our”); and the person/entity/firm/company either: (i) specified as the Customer in an Order; or (ii) using the Software or Services (“Customer/You/Your”).

1. Terms and Conditions
   This agreement sets out the terms and conditions on which Innervision will provide access to a lease accounting system to the Customer as a service via the internet.
2. Definitions
   Except to the extent expressly provided otherwise, in this Agreement:

“Account” means an account enabling the Customer to access and use ILA;
“Agreement” means these Term and Conditions, the Commercial Details and any other documents expressly incorporated by reference in these Terms and Conditions or any Commercial Details and any amendments or variations to the Terms and Conditions or any Commercial Details;
“Authorised User” means an employee or representative of the Customer identified by the Customer as a user of ILA. In the case of Orders for use of ILA by Multi-company/CPA Customers, the term Authorised User shall include Your clients that are designated by You as client users, up to the number of licenses included in the Order.
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT on a Business Day excluding UK public holidays;
“Charges” means the fees or charges specified in any Order or invoice and any other charges due pursuant to this Agreement both current at the date of this Agreement or revised by Us from time to time. All Charges exclude Value Added Tax (“VAT”) and any other applicable taxes;
“Confidential Information” means (i) relating to disclosures by Us, all confidential information disclosed by Us including, but not limited to, Deliverables, communications commercial, financial, technical, operational or other information in whatever form (including without limitation information disclosed orally or as data, drawings, films, documents, computer readable material) whether or not the information is marked or designated “confidential” or proprietary including but not limited to the terms and conditions herein and in any Order and any information which should be understood by You to be confidential. In the case of the Customer; (ii) relating to disclosures by the Customer, information designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary;
“Commencement Date” means the date specified in an applicable Order or if not stated, the date when the Software or Services is made available for You to use;
“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to Innervision for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of ILA by the Customer;
“Data Protection Legislation” means all applicable laws and regulations relating to the processing of personal data and privacy, including (without limitation) the Data Protection Act 2018, the General Data Protection Regulation (Regulation (EU) 2016/679) where applicable the guidance and codes of practice issued by the UK Information Commissioner, and the Data Protection and Security laws and regulations of the United States of America (“US”);
“Deliverables” means any output to be produced by Us as may be specified in an Order;
“Documentation” means (where available and in any format) the operating manuals, user instructions, technical literature and other related materials, including the website, that We or a reseller supply to You in any form pursuant to this Agreement for aiding the use of the Software, including Third Party Software documentation;
“EEA” means the European Economic Area;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any Third Party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Group” means, in relation to any company, any parent undertaking of that company and any subsidiary undertaking of that company or of any such parent undertakings, for the time being (“parent undertaking” and “subsidiary undertaking” having the meanings set out in Section 1162 of the Companies Act 2006);
“ILA” means the IRIS Lease Accounting software set forth in an Order.
“Intellectual Property Rights” or “IPR” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, business names, trade names, trade-marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, source code and rights in designs);
“IRIS Group Company” means any holding and/or subsidiary company as defined under sections 736 and 1159 Companies Act 2006 of Innervision Management Limited including limited liability partnerships and where ownership of shares in any Group Company has been transferred to a Third Party by way of security, that original parent is still a member of the subsidiary company;
“Licensed Materials” means the Software, (including current releases, new releases and Maintenance Releases) the Documentation, or any other material supplied or Licensed to You as part of this Agreement and pursuant to an Order;
“Licence Period” means, subject to prior payment of Charges, the period identified on the pricing information contained in an Order or as stated in an invoice, starting from the date that the Software is made available for You to use;
“Maintenance Release” means any release of the Software which corrects faults, adds functionality or otherwise amends or upgrades the Software;
“Minimum Term” means the minimum Licence Period or Services period signed up to in an Order.
“Order” means a request for Software, Services and any other Deliverables made by You and accepted by Us either on the Website or in a schedule or an order form or the confirmation of an order sent to You, which sets out details of the Services and Deliverables to be Licensed or provided by Us or a reseller to You during the Term together with the Charges;
“Permitted Purpose” means storage of Customer lease details by the Customer for the purposes of lease accounting reporting;
“Personal Data” means personal data (within the meaning given to that term in the General Data Protection Regulation) or any part of such personal data, of which the Customer or a member of the Customer Group is the data controller and in relation to which Innervision is providing services to the Customer including (without limitation) any personal data which Innervision obtains or collects in the performance of its obligations under the Agreement;
“Platform” means the platform managed by Innervision and used by Innervision to provide ILA,
“Services” means any service that Innervision provides to the Customer under this Agreement;
“Software” means, where applicable, access to cloud based/hosted software (accessible from the Website or remote access point notified to You) including any Maintenance Releases and any copies of the same supplied by Us or a reseller;
“Specification” means any functional specification for the Software and/or minimum or optimum system environment or hardware specifications for access to the Software which We have notified to You via the Website or otherwise;
“Support” means, if or where applicable, the support materials We shall provide to You via the UI. Support also includes the advice provided in response to Your inquiry sent to the support@smecpa.zendesk.com, during Standard Support Hours, which shall be reasonably appropriate and necessary to resolve issues You experience in relation to accessing/installing and using ILA. Provision of additional services outside of standard Support, must be agreed upon in writing prior to provision of the additional services, will be provided at Our sole discretion and shall be charged at Our current standard rates;
“Standard Support Hours” means the standard hours during which the Support will be provided: Standard Support Hours shall be Monday through Friday 9am to 5pm UK time, excluding UK public holidays and any company shutdowns. The provision of any Support outside the Standard Support Hours must be agreed upon in writing prior to provision of the additional support, is at Our sole discretion and shall be charged at Our current standard rates;
“Term” means the term of this Agreement, commencing on the Commencement Date and ending in accordance with Section 3;
“Third Party” means any person or entity who is not a party to this Agreement or
an Authorised User as defined in this Agreement.
“UI” shall mean the user interface of ILA.
“Website” means the website You may have placed an Order on or, as may be stated in an Order/invoice (if applicable Website) or as is notified to You from time to time.

3. Term & Termination
   3.1 The terms of this Agreement in relation to each Order will commence on the Commencement Date and will continue for the duration of the Minimum Term and shall remain in full force and effect for so long as Services are provided under any Order entered into pursuant to these Terms and Conditions. Upon election of renewal by Customer, this Agreement shall renew on expiry of the Minimum Term for a further period of equal duration and shall continue to renew for subsequent equal periods at the Customer’s election until so terminated (each such period a “Renewal Term”).
   3.2 Upon any such renewal, the Licence of the Licensed Materials, Our obligation to provide the Services, and Your obligation to pay the Charges in respect of the same shall (subject to any variation of the Charges made pursuant to Section 9) continue for the duration of the Renewal Term.
   3.3 For the avoidance of doubt, You cannot terminate or vary (except for increase in Deliverables as agreed by Us in writing or by additional Order) an Order prior to the end of the Minimum Term or current Renewal Term of that Order; in the event that You serve any notice to terminate this Agreement in respect of any Order with a proposed termination date prior to the end of the Minimum Term, then You shall remain liable to pay the Charges up to the end of the Minimum Term or the then current Renewal Term and will not be entitled to a refund.
   3.4 We may terminate this Agreement, including all or any part of any Order or access to any Software or Services: (i) immediately in the event of non-payment of the Charges pursuant to Section 9 provided that the outstanding sum remains unpaid fourteen (14) calendar days after We have notified You of such non-payment; (ii) immediately upon a change of Control of the Customer; or (iii) if required to do so by any Third Party provider of any part of a Service.
   3.5 Either party shall be entitled to terminate this Agreement forthwith by notice to the other if the other party:
   3.5.1 is in material breach of this Agreement and either that breach is incapable of remedy, or the other party fails to remedy the breach within thirty (30) calendar days of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of this Agreement;
   3.5.2 becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986 or other insolvency law, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or notice has been received of a pending appointment of or the appointment of a receiver, manager, administrator or administrative receiver over all or any part of its undertaking, assets or income, intends to pass or has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order, or has ceased or threatened to cease to trade, or on the occurrence of any event analogous to the above in another jurisdiction. 3.6 Termination of this Agreement in respect of any Order, however caused, shall not affect the rights of either party under this Agreement which may have accrued up to the date of termination.
   3.7 Upon termination, Your data will be kept and deleted as set forth in Section 8.3. For the avoidance of doubt, You and/or any Authorised User are solely responsible for retention of accounting records in accordance with section 386 Companies Act 2006 or equivalent legislation.
4. Licence
   4.1 Subject to the terms of this Agreement, in consideration of the payment of the Charges, We grant You a non-exclusive and non-transferable Licence during the Term to use/have access to the Licensed Materials in accordance with this Agreement and any other terms of use applicable to a particular Service which must be accepted before using the Service.
   4.2 Unless authorised by applicable law which is incapable of exclusion by the parties, or by obtaining Our prior express written consent in an Order or otherwise, You may not, or permit any Authorised User or Third Party to, attempt to:
   4.2.1 transfer or distribute (whether by loan, rental, license sale or otherwise) or otherwise deal in, charge or encumber all or any part of the Licensed Materials to any other person or entity, except as a sub-licence to an Authorised User, or use the Licenced Materials on behalf of any Third Party or make available the same to any Third Party;
   4.2.2 use or attempt to use the Licenced Materials or any of the Software’s output or permit any Third Party to do so, to provide a data processing service to any Third Party, or otherwise contrary to the Agreement;
   4.2.3 allow the Software to be used by any person who is not an Authorised User;
   4.2.4 translate or adapt the Licensed Materials for any purpose nor arrange or create derivative works based on the Licensed Materials, or, except to the extent permitted under this Agreement, copy, modify, alter, duplicate, make additions or enhancements to create derivative works from, frame, mirror, re-publish, download, display, transmit, decompile, or distribute or any portion of the Software and/or Licenced Materials (as applicable) in any form or media or by any means;
   4.2.5 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or reverse compile, alter, adapt, make error corrections to, decompile, reverse engineer, disassemble or otherwise reduce to human-perceivable form the Software or any part or permit the Software to be combined with any other programs; or
   4.2.6 access all or any part of the Software, Services and Licenced Materials in order to build a product or service which competes with the Software and Services
   4.2.7 remove or cause the removal of any proprietary marking, including any trade mark or copyright notice, on or in the Software, Services and Licenced Materials or which is visible during its operation or which is on any physical media or on any Documentation.
   4.3 You retain all of Your IPR in Your content which You upload, but in uploading that content You are explicitly granting us a perpetual, irrevocable, worldwide licence to use, store and copy that content and to distribute and make it available to third parties as We see fit without any recourse or payment to You for the purpose of providing and improving the Services.
   4.4 Innervision shall generate an Account for the Customer on the Commencement Date for the Authorised Users and provide to the Customer login details for that Account and the Authorised Users. The Customer shall use reasonable endeavours, including reasonable security measures to ensure that no unauthorised person may gain access to ILA.
   4.5 The Customer must not use ILA in any way that causes, or may cause, damage to ILA or Platform or impairment of the availability or accessibility of ILA. The Customer must not use ILA in any way that is unlawful, illegal, fraudulent or harmful; or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
5. Proprietary rights
   5.1 You may not use any Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates the IPR or any other right of any person, or that violates any applicable law.
   5.2 All copyright, database rights and other IPR in the Licensed Materials or Deliverables and rights in any copies of them constitute Our valuable property and shall at all times belong to Us or Our licensors and You shall have no rights in the Licensed Materials except those expressly granted under the terms of this Agreement. You agree to do all further acts, including but not limited to the execution of documents, as We may from time to time require for the purpose of giving Us the full benefit of this Section 5.
   5.3 You shall notify Us immediately if You become aware of any unauthorised access to, use, copying or disclosure of, any part of the Licensed Materials including any feature of the design or structure of any database by any person and permit Our staff immediate remote access to the Licensed Materials
6. No assignment of Intellectual Property Rights
   Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Innervision or its consultants, advisors or subcontractors to the Customer, or from the Customer to Innervision.
7. Services
   7.1 Maintenance Services. The Customer acknowledges that Innervision regularly upgrades and updates to improve functionality and performance. Some of these changes will occur automatically, while others may require limited system downtime. Innervision may schedule downtime to fix problems that are materially impacting customer service levels at any time and without prior notice.
   7.2 Helpdesk. Innervision shall make available to the Customer a helpdesk during Standard Support Hours. The provision of any Support outside the Standard Support Hours, if available is at Our sole discretion and shall be charged at Our current standard rates;
8. Customer Data
   8.1 The Customer hereby grants to Innervision a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Innervision’s obligations and the exercise of Innervision’s rights under this Agreement, together with the right to sub-license these rights to its consultants, advisors and subcontractors to the extent reasonably required for the performance of Innervision’s obligations and the exercise of Innervision’s rights under this Agreement.
   8.2 The Customer warrants to Innervision that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person or organization.
   8.3 Innervision shall retain customer data for 42 days after termination as set forth in Section 3. The data will be retained if a customer should desire to re-subscribe during this period. After the 42 days, the data will be deleted. No additional contact with You will take place after the 42-day period. However, it is Innervisions’s practice to take backups of data. A back-up copy shall be retained by Us for 28 days after the date of termination, after such time, the back-up copy shall be deleted, and no other copies shall be retained. Innervision will continue to ensure the protection of this data during this period. Due to this practice, customer data may be retained for up to 70 days in total.
9. Charges and Payment Terms

9.1 Payments shall be made through Stripe, Inc. (“Stripe”), a Third Party payment processor. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third-party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with Innervision. You acknowledge sole responsibility for and assume all risk arising from Your use of any such websites or resources. Stripe Inc. Privacy Policy and other Terms and Conditions can be found here: (https://protect-eu.mimecast.com/s/l9mXCPzGXf9jLEXFj3Fax?domain=stripe.com). We reserve the right to change payment processors at any time.
9.2 Unless otherwise stated in an Order or agreed in writing, the initial Charges and Renewal Charges are to be paid through Stripe or other Third Party payment processor and are due and payable before access to the Software or rendering of the Services.
9.3 Payment frequency will be in accordance with an applicable Order or invoice, or if no payment frequency is specified on the applicable Order or invoice, payment is due within 30 days of the date of that Order or invoice. All Charges or other amounts due under this Agreement are exclusive of VAT and any other taxes, duties or levies which shall, where applicable, be payable by You in addition to the Charges. Where payment is made by credit or debit card or by using any other method of electronic payment (if applicable to the Services), We reserve the right to charge an additional processing fee and/or administrative fee. All payments must be made in full, without set-off, deduction, or withholding unless required by law in which event the Customer shall pay to Innervision such additional amount to ensure that the net amount received by Innervision is equal to the amount Innervision would have been entitled to receive in the absence of any requirement to make any such set-off, deduction or withholding.
9.4 Once a relevant payment has been received by Us, We may, if applicable, send You an electronic receipted invoice.
9.5 In the event of a renewal of an Order and the application of a Renewal Term after the Minimum Term, all Charges in respect of the Renewal Term shall be notified to You prior to or upon the commencement of the Renewal Term. There may be an increase in Charges upon the commencement of a Renewal Term. You agree to pay Us the Charges on or before the due date specified for renewal.
9.6 We will be entitled to increase any Charges for Deliverables or any Service from time to time as may be communicated to You or as stated on the Website.
9.7 If any payment due under this Agreement or any other Agreement with Us or any IRIS Group Company is or are in arrears, or if a payment made by credit card or any other method of electronic payment is cancelled by You or Your bank, We and Our reseller (as applicable) reserve the right without prejudice to any other right or remedy to:
9.7.1 immediately suspend the provision of (in aggregate as may be provided by any IRIS Group Company) any or all of the Services, Software and access to Your data; and/or
9.7.2 withhold access to Your data until all outstanding payments are received in cleared funds; and/or
9.7.3 terminate this Agreement pursuant to the applicable termination in Section 3.
9.8 If You fail to pay any amount payable under the Agreement then We reserve the right to restrict access to Software and the Services until payment is received by Us from You.
9.9 In the event that additional features and/or functionality is added by Us to the Software and Services, You shall be notified on the Website or by other means of the additions and of resulting increase in the Charges and shall unless otherwise agreed by Us pay the increased Charges upon renewal of the Licence Period or upon download of the additional features or functionality in the Services, whichever is the sooner.
9.10 You will notify Us or Our reseller (as the case may be) in writing within fourteen (14) calendar days of receipt of an invoice if You consider such invoice incorrect or invalid for any reason with details of the reason for the same, failing which such invoice will be deemed accepted as validly issued and payable under this Agreement.
9.11 If applicable, the Platform may allow for a free trial. You acknowledge that the functionality and use of the Service may be limited.

10. Confidentiality obligations
    10.1 Both parties agree not to use or disclose Confidential Information relating to or owned by the other, received or disclosed to it by the other party during the Term of this Agreement, save for use or disclosure required in order to perform their respective obligations under this Agreement. Disclosure shall be limited to such of the receiving party’s employees, officers, agents, professional advisors, or Authorised Users.
    10.2 The parties agree that information is not to be regarded as confidential and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a Third Party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed for a proper purpose to a public authority or any regulatory body, or to a court of law.
    10.3 Notwithstanding Section 10.1, Innervision may disclose the Customer Confidential Information and Customer Data to Innervision’ officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information and Customer Data for the performance of their work with respect to the Permitted Purpose.
    10.4 The provisions of this Section 10 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.
    10.5 You may not use Our name or branding (or those belonging to any of Iris Group Company) in any form of advertising or publicity materials without Our prior written consent, which We may grant, withdraw, condition, or reject at any time in Our absolute discretion.
    10.6 Innervision will:
    (a) keep the Customer Confidential Information and Customer Data confidential;
    (b) not disclose the Customer Confidential Information and Customer Data to any unauthorized person without the Customer’s prior written consent;
    (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information and Customer Data as Innervision uses to protect Innervisions’s own confidential information of a similar nature, being at least a reasonable degree of care;
    (d) not use any of the Customer Confidential Information or Customer Data for any purpose other than the Permitted Purpose.
11. Data Protection and Privacy
    11.1 The Customer warrants to Innervision that it has the legal right to disclose all Personal Data that it does in fact disclose to Innervision under or in connection with this Agreement, and that the processing of that Personal Data by Innervision for the Permitted Purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws (including the Data Protection Legislation). Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (”Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ access credentials; and (e) all access to and use of the Services and Licenced Materials directly or indirectly by or through the Customer systems or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
    11.2 To the extent that any data or information provided by Customer to Innervision is personal data, Customer will be a data controller of such personal data and shall be responsible for ensuring that, in accordance with applicable Data Protection Legislation, it has taken appropriate steps to authorise the disclosure of such personal data to Innervision.
    11.3 Each party shall deal promptly and in good faith with all reasonable and relevant enquiries from the other party relating to its processing of personal data under this Agreement. Each party shall, if it receives any communication or request from a regulator or Third Party which relates to the other party’s processing of personal data under this Agreement (including any actual or alleged breach of the Data Protection Legislation) without undue delay forward such communication to the other party and provide reasonable cooperation and assistance to the other party in relation to the same.
    11.4 Innervision shall comply at all times with the Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause either party to breach any of its obligations under the Data Protection Legislation. Innervision shall immediately notify Customer in the event that it becomes aware of any breach of the Data Protection Legislation by Innervision or any of the sub-contractors in connection with this Agreement.
    11.5 Innervision may, from time to time, utilize the services of subcontractors. In the event that Innervisions uses subcontractors in connection with this agreement, Innervision shall procure that all subcontractors comply with the provisions of this Agreement.
    11.6 Sanctions and Export. You may not use any Innervision Services if you have U.S. sanctions, or sanctions consistent with U.S. regulation imposed by the governments of the country in which you use the Services. You must comply with all applicable export and re-export laws or other restrictions that may apply to goods, software, technology, and services.
    11.7 Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services.
    11.8 The parties agree that the terms of the Privacy Policy (available at: https://www.iris.co.uk/privacy-policy/), and such Privacy policy is hereby incorporated into the Agreement by this reference.11.9 In the event that personal data is transferred and will be processed under the terms of the Data Protection Legislation then the parties may enter into a further agreement to govern such processing.
    11.10 Innervision will extend its commitment to protecting and respecting privacy in every location where We conduct business. It is the Customer who controls the personal data and has responsibilities as the data controller. In the US consumers have specific rights regarding their personal information. A consumer may invoke those rights authorized by the applicable state privacy law at any time by submitting a request to Innervision specifying the consumer rights they wish to use.
12. Warranties
    12.1 For a period of thirty (30) calendar days from the Commencement Date and subject to (i) normal and correct use by You in conformity with any instructions, user guide and manuals provided by Us; (ii) no modifications being made to the Software or Services by anyone other than Us; (iii) no combination, operation or use of the Software with any items not approved by Us; (iv) Your adherence to Our specifications or instructions; (v) errors caused by or related to internet connections; We warrant that the functionality of the Software, when correctly used, as stated above both in this Section and in conformity with any user guidelines in the help function in the Software will operate substantially in accordance with the Specification or Documentation.
    12.2 Our obligation and Your exclusive remedy under the warranty given in Section 12.1 is limited to fixing errors in the Software or Services within a reasonable period of time. All other conditions (i.e., terms not located in this Agreement), warranties or other terms which might have effect between the parties or be implied or incorporated in this Agreement whether by statute, common law or otherwise, are hereby excluded including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care (to the extent permitted by law).
    12.3 Unless prior written notice of any alleged default is received from You within fourteen (14) calendar days of the date of the alleged default, We will in the case of Software have no liability or obligation under Section 14.
    12.4 You acknowledge that it is Your responsibility to ensure that the facilities and functions of the Software meet Your requirements and that We or Our reseller will not be liable for any failure of the Software to provide any facility or function or for any failure of the Software attributable to any modification to the Software or the equipment by persons other than Our staff or combination of the Software with other software or equipment without Our express prior written consent.
    12.5 No further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, fitness for purpose of the Services provided hereunder, or in relation to any Third Party product and Third Party Software is given or assumed by Us; and
    12.6 We make no warranty of any kind that Our IPR, or any Services or results of the use of any Service, will meet Your requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.
    12.7 You will ensure Your best efforts to prevent any access, storage, distribution, or transmission of any virus and to ensure that the equipment is free from any virus that may corrupt, downgrade or lead to the failure in or adversely affect the reliability or functionality of the Software and/or the Services provided by Us. In the event of an infection of the Software by a virus that was caused by You, We reserve the right immediately to terminate this Agreement and shall not bear any liability for any damage caused to the Software, equipment, data and/or losses (of any kind) suffered by You. You accept that you are responsible for any losses (of any kind) caused to Us by the virus and the cost of identifying and removing the virus from Our system and/or the Software;
13. Acknowledgements and warranty limitations
    13.1 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
    13.2 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Innervision gives no warranty or representation that ILA will be wholly free from defects, errors and bugs.
    13.3 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Innervision gives no warranty or representation that ILA will be entirely secure.
    13.4 The Customer acknowledges that Innervision will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to ILA; and, Innervision does not warrant or represent that ILA or the use of ILA by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
14. Indemnification
    14.1 Subject to Section 14.4, We shall indemnify You against any claim that the normal use and access to the Software and Services infringes the IPR of any Third Party. In no event shall We be liable to You if You are in material breach of any agreement with Us or if the claim arises as a result of (a) the use of the Software in combination with equipment or software not approved by Us in writing, (b) by reason of alteration or modification not approved by Us in writing or (c) You have used a release other than a current unaltered release of Our Software, if such an infringement would have been avoided by the use of a current unaltered release of Our Software or (d) Third Party Software.
    14.2 If the Service infringes or We reasonably believe it infringes the IPR of any Third Party, We shall have the right to (a) procure the continuing use of the infringing part (b) modify or replace the infringing part (c) refund an equitable proportion of the Charges (d) terminate all or a part of the Services, any Order, or this Agreement. The exercise of any of these options shall operate as an entire discharge of Our liability to You under Section 14.1
    14.3 Subject to Section 14.4, You shall indemnify Us against any losses, damages, costs (including legal and other professional fees) and expenses incurred by or awarded against Us as a result of;
    14.3.1 any losses resulting from any Third Party allegation or claim that Your data, or the use of Your data with any of the Services in accordance with this Agreement, infringes or misappropriates such Third Party’s IPR and any Third Party claims based on Your or an Authorised User’s: (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorised by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Us or authorized by Us in writing; or (iv) modifications to the Services not made by Us
    14.3.2 Your failure to comply with the terms and conditions governing the use of any Third Party Software.
    14.3.3 Your breach of this Agreement or any negligent or wrongful act committed by You or Your officers, employees, contractors, consultants or agents.
    14.4 Should an indemnity event arise as under this Section 14, the indemnified party shall (a) give prompt notice of any claim to the indemnifying party (b) give the indemnifying party control of the defence and settlement of any claim (provided that the indemnifying party may not settle any Third Party claim unless the indemnified party consents to such settlement and provided that such settlement does not disrupt or adversely affect Our business) (c) give all reasonable assistance (at its reasonable cost).
15. Limitations and exclusions of liability
    15.1 Nothing in this Agreement will:
    (a) limit or exclude any liability for death or personal injury resulting from negligence;
    (b) limit or exclude any liability for fraud or fraudulent misrepresentation.
    15.2 The limitations and exclusions of liability set out in this Section 15 and elsewhere in this Agreement:
    (a) are subject to Section 15.1; and
    (b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
    15.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
    15.4 Neither party shall be liable to the other party in respect of any loss of profits, revenue or anticipated savings.
    15.5 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
    15.6 The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to Innervision under this Agreement in the period up to 12 months preceding the commencement of the event or events.
16. Force Majeure Event
    16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
    16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
    (a) promptly notify the other; and
    (b) inform the other of the period for which it is estimated that such failure or delay will continue.
    16.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
    16.4 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
    (a) a Force Majeure Event;
    (b) a fault or failure of the Customer’s computer systems or networks;
    (c) scheduled maintenance;
    (d) failures and/or other lack of availability of the public internet and the network of the hosting services, howsoever caused.
17. Notices
    17.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or receipted email to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.
    17.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
18. Variation
    Innervision may change these Terms and Conditions at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Software, to account for new Support, services or functionality, for security or to prevent harm or other reasons. Any changes to these Terms and Conditions shall be posted in the FAQ section of the Website. This Agreement may not otherwise be amended, modified or superseded, unless expressly agreed to in writing by both parties or in case if required by applicable law or regulation.
19. Waiver
    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.
20. 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.
21. Severance
    If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
22. Entire Agreement
    This agreement, and any documents referred to in it, or referring to it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
23. Assignment
    Neither Party shall assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under this agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld. Notwithstanding, Innervision may assign, novate or otherwise transfer any of its rights or obligations under this Agreement to an Iris Group company.
24. 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).
25. 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).
26. Governing Law
    26.1 For UK and EEA Customers
    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. 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).
    26.2 For Customers Residing in the United States (US)
    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 Delaware. 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).
    26.3 For Customers residing in locations other than the US or UK. Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its formation, existence, validity, interpretation, performance, breach or termination and any application for interim, preliminary, equitable or injunctive relief, shall (to the exclusion of any other forum) be referred to and finally resolved by arbitration under the Arbitration Rules of The London Court of International Arbitration (the “LCIA”), which rules are deemed to be incorporated by reference into this Section. Any attempt by a Party to seek relief or remedies in any other forum shall constitute a breach of this Agreement and entitle the other Parties to damages, equitable relief and full indemnification against all costs and expenses incurred in connection therewith. Each Party shall be obliged to post security for costs as directed by the arbitral tribunal (“Tribunal”). 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.