ENTERPRISE CLIENT SOFTWARE LICENSE AGREEMENT
PLEASE READ CAREFULLY BEFORE USING THE SOFTWARE FROM THIS WEBSITE.
Operating system requirements This Software requires internet access and the [TYPE OF
OPERATING SYSTEM] operating system [VERSION OF OPERATING SYSTEM].
placing an order for the Software or Services (as defined below) or downloading,
installing, activating or otherwise using the Software you agree to be bound by these
terms. These terms include, in particular, the limitations on liability in clause 11.
Please note that if you are an Authorised User of a Customer (defined below) with an
account with us, by using the Software you agree to be bound by the terms applicable to
Authorised Users set out below.
you do not agree to these terms, we will not license the Software or Services to you and
you must stop using them.
You should print a copy of these terms for future reference.
This subscription agreement ("Agreement") sets out the terms and conditions upon which you
may use Software in connection with the Services and is intended to be read in conjunction
with any applicable Service Level Agreement (defined below) entered into with Olive.
This is a legal agreement between you, the user of the Software, ("you(r)" or "Customer")
and Olive Business Solutions Limited or, if applicable, the Olive entity identified on the
Customer's invoice with whom an order for Software or Services is placed ("Olive").
If you are entering this Agreement on behalf of a company or other legal entity, you
represent that you have the authority to bind such entity to these terms and conditions,
in which case the terms "you", "your" or "Customer" shall refer to such entity. If you do
not have such authority, or if you do not agree with these terms and conditions, do not
accept this Agreement or use the Software.
This Agreement, together with any applicable Service Level Agreement, forms a legally
binding contract between you and Olive in relation to your purchase (where applicable) and
use of Software, and Olive's performance of Services. In the event of a conflict between
these agreements, the terms of these documents will be interpreted in the following order
of precedence: (1) Service Level Agreement; and (2) this Agreement.
“Agreement” means this Subscription Agreement and any materials available on the Olive
website that are specifically incorporated by reference.
“Authorised Users” means those employees, agents and independent contractors of the
Customer who are authorised by the Customer to use the Services.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when
banks in London are open for business.
“Confidential Information” means information that is proprietary or confidential and is
either clearly labelled as such or identified as confidential information in clause 9.
“Customer” means the corporation, partnership, sole proprietor, or other business entity
that places the order for Software or Services through the Website pursuant to this
“Customer Data” means any data inputted by the Customer, Authorised Users, or Olive on the
Customer’s behalf, for the purpose of using the Services or facilitating the Customer’s
use of the Services.
“Documentation” means explanatory materials created by Olive in printed, electronic or
online form that accompany the Services or Software.
“Enterprise Client Software License” means the Customer’s access to and use of the
Software having enterprise account access and user capability.
“License Fees” means the license fees payable by the Customer to Olive for the Services.
“Normal Business Hours” means 8:00am to 6:00pm local UK time, each Business Day.
means Olive Business Solutions Limited or, if applicable, the Olive entity identified on
the Customer’s invoice with whom an order for Software or Services is placed.
“Projects” means the project or projects and the associated capability as part of the
m) “Renewal Period”
means any successive periods of the Term as set out in clause 12.
“Services” means the subscription services provided by Olive via the Website.
o) “Service Level
Agreement” means the terms under which Olive may provide the Services or Software to you
as an enterprise account holder.
“Services Order Form” means the online services order form submitted by the Customer and
as accepted by Olive, setting out the details of the Customer’s subscription, including
the level of account and number of Authorised Users.
“Software” means the online Safetybank software application provide by Olive as part of
the Services (including any software locally installed on your systems and software
accessed by you through the internet or other remote means such as websites and
Services” means the help desk support provided as described in the then-current support
service policy as made available on the Website. .
means the time period during which the Customer has the right to receive the Services,
either 60 months or as otherwise set out in the Service Level Agreement or Services Order
“Upgrades” or “Updates” means any and all improvements in the Services which are made
generally available to Olive’s customer base and which are not separately priced or
marketed by Olive.
Subscriptions” means the user subscriptions purchased by the Customer pursuant to the
Services Level Agreement and clause 7 which entitle Authorised Users to access and use the
Services in accordance with this Agreement.
“Website” means www.https://safetybank.co.uk or any other website from which the Software is
available as notified from time to time.
of Use and Restrictions
a) Right to
Access and Use Services. Subject to the terms of this Agreement, Olive
grants to the Customer a non-exclusive, non-transferable right to permit the Authorised
Users to use the Services, solely for the Customer’s internal business use during the
Term. Such access to the Software on the terms provided under any applicable Service Level
Agreement or otherwise are based upon the Customer accepting the terms of this Agreement.
In doing so the Customer acknowledges and agrees that it will use and mandate the use of
the Software throughout its Supply Chain as its exclusive means of electronic management
of Health and Safety processes.
and Upgrades. The Customer must have paid all applicable License Fees in order to receive
the benefit of any updates and upgrades to the Services.
In addition to the terms of this Agreement, Olive may provide the Services to you in
accordance with one or more Service Level Agreement.
(a) In relation to the
Authorised Users, the Customer undertakes that:
maximum number of Authorised Users that it authorises to access and use the Services and
the Documentation shall not exceed the number of User Subscriptions it has purchased from
time to time;
(ii) it will not
allow or suffer any User Subscription to be used by more than one individual Authorised
User unless it has been reassigned in its entirety to another individual Authorised User,
in which case the prior Authorised User shall no longer have any right to access or use
the Services and/or Documentation;
(iii) each Authorised
User shall keep a secure password for his use of the Services and Documentation, that such
password shall be changed no less frequently than monthly and that each Authorised User
shall keep his password confidential;
shall maintain a written, up to date list of current Authorised Users and provide such
list to Olive within 5 Business Days of Olive’s written request at any time or times;
(ii) it shall
permit Olive to audit the Services in order to establish the name and password of each
Authorised User. Such audit may be conducted no more than once per
quarter, at Olive's expense, and this right shall be exercised with reasonable prior
notice, in such a manner as not to substantially interfere with the Customer's normal
conduct of business;
(iii) if any of the
audits referred to in clause 4 (a) (v) reveal that any password has been provided to any
individual who is not an Authorised User, then without prejudice to Olive's other rights,
the Customer shall promptly disable such passwords and Olive shall not issue any new
passwords to any such individual; and
(iv) if any of the
audits referred to in clause 4 (a) (v) reveal that the Customer has underpaid License Fees
to Olive, then without prejudice to Olive’s other rights, the Customer shall pay to Olive
an amount equal to such underpayment as calculated in accordance with the License Fees
within 10 Business Days of the date of the relevant audit.
Customer shall not access, store, distribute or transmit any viruses, or any material
during the course of its use of the Services that:
(iv) is unlawful,
harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically
(vi) depicts sexually
(vii) promotes unlawful
(viii) is discriminatory based on
race, gender, colour, religious belief, sexual orientation, disability; or
(ix) in a manner that
is otherwise illegal or causes damage or injury to any person or property;
and Olive 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
(c) The Customer
as may be allowed by any applicable law which is incapable of exclusion by agreement
between the parties:
(A) 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 Software and/or Documentation (as applicable) in any
form or media or by any means; or
(B) attempt to reverse
compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all
or any part of the Software; or
(ii) 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; or
(iii) use the Services
and/or Documentation to provide services to third parties; or
(iv) subject to clause
20(a), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or
otherwise commercially exploit, or otherwise make the Services and/or Documentation
available to any third party except the Authorised Users, or
(v) attempt to
obtain, or assist third parties in obtaining, access to the Services and/or Documentation,
other than as provided under this clause 4; and
(vi) The Customer 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 Olive.
(d) The rights provided
under this clause are granted to the Customer only, and shall not be considered granted to
any subsidiary or holding company of the Customer.
ADDITIONAL USER SUBSCRIPTIONS
(a) Subject to clause
5(b) and clause 5(c), the Customer may, from time to time during any Subscription Term,
purchase additional User Subscriptions in excess of the number set out on the Services
Order Form or otherwise and Olive shall grant access to the Services and the Documentation
to such additional Authorised Users in accordance with the provisions of this agreement.
(b) If the Customer
wishes to purchase additional User Subscriptions, the Customer shall notify Olive in
writing. Olive shall evaluate such request for additional User Subscriptions and respond
to the Customer with approval or rejection of the request (such approval not to be
(c) If Olive
approves the Customer’s request to purchase additional User Subscriptions, the Customer
shall, within 30 days of the date of Olive’s invoice, pay to Olive the relevant fees for
such additional User Subscriptions and, if such additional User Subscriptions are
purchased by the Customer part way through the Term or any Renewal Period (as applicable),
such fees shall be pro-rated for the remainder of the Term or then current Renewal Period
(a) Olive shall, during
the Term, provide the Services and make available the Documentation to the Customer on and
subject to the terms of this agreement.
(b) Olive shall use
commercially reasonable endeavours to make the Services available 24 hours a day, seven
days a week, except for:
maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
maintenance performed outside Normal Business Hours, provided that Olive has used
reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in
(c) Olive will,
as part of the Services and at no additional cost to the Customer, provide the Customer
with Olive’s standard customer support services during Normal Business Hours in accordance
with Olive's Support Services Policy in effect at the time that the Services are provided.
Olive may amend the Support Services Policy in its sole and absolute discretion
from time to time. The Customer may purchase enhanced support services
separately at Olive’s then current rates.
(a) The Customer shall
own all right, title and interest in and to all of the Customer Data and shall have sole
responsibility for the legality, reliability, integrity, accuracy and quality of the
(b) Olive shall use
reasonable endeavours in accordance with good industry practice to archive the Customer
Data. In the event of any loss or damage to Customer Data, the Customer's sole and
exclusive remedy shall be for Olive to use reasonable commercial endeavours to restore the
lost or damaged Customer Data from the latest back-up of such Customer Data maintained by
Olive. Olive shall not be responsible for any loss, destruction, alteration or disclosure
of Customer Data caused by any third party (except those third parties sub-contracted by
Olive to perform services related to Customer Data maintenance and back-up).
(c) If Olive
processes any personal data on the Customer’s behalf when performing its obligations under
this Agreement, the parties record their intention that the Customer shall be the data
controller and Olive shall be a data processor and in any such case:
Customer acknowledges and agrees that 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 Olive’s other obligations under this Agreement;
(ii) the Customer
shall ensure that the Customer is entitled to transfer the relevant personal data to Olive
so that Olive may lawfully use, process and transfer the personal data in accordance with
this agreement on the Customer's behalf;
(iii) the Customer
shall ensure that the relevant third parties have been informed of, and have given their
consent to, such use, processing, and transfer as required by all applicable data
protection legislation; and
(iv) each party shall
take appropriate technical and organisational measures against unauthorised or unlawful
processing of the personal data or its accidental loss, destruction or damage.
(a) Olive undertakes
that the Services will be performed substantially in accordance with the Documentation and
with reasonable skill and care.
(b) The undertaking at
clause 8(a) shall not apply to the extent of any non-conformance which is caused by use of
the Services contrary to Olive's instructions, or modification or alteration of the
Services by any party other than Olive or Olive's duly authorised contractors or agents.
If the Services do not conform with the foregoing undertaking, Supplier will, at its
expense, use all reasonable commercial endeavours to correct any such non-conformance
promptly, or provide the Customer with an alternative means of accomplishing the desired
performance. Such correction or substitution constitutes the Customer's sole and exclusive
remedy for any breach of the undertaking set out in clause 8(a).
Notwithstanding the foregoing, Olive:
not warrant that the Customer's use of the Services will be uninterrupted or error-free;
or that the Services, Documentation and/or the information obtained by the Customer
through the Services will meet the Customer's requirements; and
(ii) 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 Customer acknowledges that the Services and Documentation may be subject to
limitations, delays and other problems inherent in the use of such communications
agreement shall not prevent Olive 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.
(d) Olive warrants that
it has and will maintain all necessary licences, consents, and permissions necessary for
the performance of its obligations under this Agreement.
9.1 THE CUSTOMER SHALL:
necessary co-operation in relation to this Agreement; and
necessary access to such information as may be required by Olive;
in order to provide the Services, including but not limited to Customer Data, security
access information and configuration services;
(b) 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, Olive may adjust any agreed timetable or delivery schedule as
(d) ensure that the
Authorised Users use the Services and the Documentation in accordance with the terms and
conditions of this Agreement and shall be responsible for any Authorised User’s breach of
(e) obtain and shall
maintain all necessary licences, consents, and permissions necessary for Olive, 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 Olive from
time to time; and
(g) be solely
responsible for procuring and maintaining its network connections and telecommunications
links from its systems to Olive’s 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.
9.2 The Customer warrants that it shall use the Services and the Software as their primary
electronic health and safety service solution.
10. CHARGES AND
Customer shall pay the License Fees to Olive for the User Subscriptions in accordance with
this clause 10 and/or the Services Order Form by authorised credit or debit card or via
invoice sent by Olive to the Customer. The Customer shall pay invoices within 30 days of
them being rendered.
b) If Olive
has not received payment within 30 days after the due date, and without prejudice to any
other rights and remedies of Olive:
(a) Olive may, without
liability to the Customer, disable the Customer’s password, account and access to all or
part of the Services and Olive 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 Barclays Bank Plc from time to time, commencing on the due
date and continuing until fully paid, whether before or after judgment.
amounts and fees stated or referred to in this Agreement:
(a) shall be payable in
(b) are, subject to
clause 14(d)(ii), non-cancellable and non-refundable;
(c) are exclusive
of value added tax, which shall be added to Olive's invoice(s) at the appropriate rate.
d) If, at
any time whilst using the Services, the Customer exceeds the amount of disk storage space
specified in the Documentation, Olive shall charge the Customer, and the Customer shall
pay, Olive’s then current excess data storage fees.
shall be entitled to increase the License Fees, the fees payable in respect of the
additional User Subscriptions and/or the excess storage fees payable at the start of each
Renewal Period upon 90 days' prior notice to the Customer.
11. PROPRIETARY RIGHTS
Customer acknowledges and agrees that Olive and/or its licensors own all intellectual
property rights in the Services and the Documentation. Except as expressly stated herein,
this Agreement does not grant the Customer any rights to, or in, patents, copyright,
database right, trade secrets, trade names, trade marks (whether registered or
unregistered), or any other rights or licences in respect of the Services or the
confirms that it has all the rights in relation to the Services and the Documentation that
are necessary to grant all the rights it purports to grant under, and in accordance with,
the terms of this Agreement.
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:
(i) is or
becomes publicly known other than through any act or omission of the receiving party;
(ii) was in the
other party's lawful possession before the disclosure;
(iii) is lawfully
disclosed to the receiving party by a third party without restriction on disclosure;
(iv) is independently
developed by the receiving party, which independent development can be shown by written
(v) is required
to be disclosed by law, by any court of competent jurisdiction or by any regulatory or
party shall hold the other's Confidential Information in confidence and, unless required
by law, 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
party shall take all reasonable steps to ensure that the other's Confidential Information
to which it has access is not disclosed or distributed by its employees or agents in
violation of the terms of this Agreement.
party shall be responsible for any loss, destruction, alteration or disclosure of
Confidential Information caused by any third party.
Customer acknowledges that details of the Services, and the results of any performance
tests of the Services, constitute Olive's Confidential Information.
acknowledges that the Customer Data is the Confidential Information of the Customer.
clause 10 shall survive termination of this Agreement, however arising.
reserves the right to update this Agreement at any time, effective upon posting an updated
version at www.https://safetybank.co.uk; however, your rights and obligations shall be as provided
in the version of this Agreement executed by you or available to you at the time of your
purchase or use of the Software or Services or, when applicable, renewal of Software or
Customer shall defend, indemnify and hold harmless Olive 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 the Customer's use of the
Services and/or Documentation, provided that:
(a) the Customer is
given prompt notice of any such claim;
(b) Olive provides
reasonable co-operation to the Customer in the defence and settlement of such claim, at
the Customer's expense; and
(c) the Customer
is given sole authority to defend or settle the claim.
shall defend the Customer, its officers, directors and employees against any claim that
the Services or Documentation infringes any United Kingdom patent effective as of the
Effective Date, copyright, trade mark, database right or right of confidentiality, and
shall indemnify the Customer for any amounts awarded against the Customer in judgment or
settlement of such claims, provided that:
(a) Olive is given
prompt notice of any such claim;
(b) the Customer
provides reasonable co-operation to Olive in the defence and settlement of such claim, at
Olive's expense; and
(c) Olive is
given sole authority to defend or settle the claim.
c) In the
defence or settlement of any claim, Olive may procure the right for the Customer 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 Customer without any additional liability or obligation
to pay liquidated damages or other additional costs to the Customer.
d) In no
event shall Olive, its employees, agents and sub-contractors be liable to the Customer to
the extent that the alleged infringement is based on:
(a) a modification of
the Services or Documentation by anyone other than Olive; or
(b) the Customer's use
of the Services or Documentation in a manner contrary to the instructions given to the
Customer by Olive; or
Customer's use of the Services or Documentation after notice of the alleged or actual
infringement from Olive or any appropriate authority.
foregoing and clause 14(d)(ii) states the Customer's sole and exclusive
rights and remedies, and Olive's (including Olive’s employees', agents' and
sub-contractors’) entire obligations and liability, for infringement of any patent,
copyright, trade mark, database right or right of confidentiality.
15. LIMITATION OF LIABILITY
clause 14 sets out the entire financial liability of Olive (including any liability for
the acts or omissions of its employees, agents and sub-contractors) to the Customer:
under or in connection with this Agreement;
(ii) in respect
of any use made by the Customer of the Services and Documentation or any part of them; and
(iii) in respect of any
representation, statement or tortious act or omission (including negligence) arising under
or in connection with this Agreement.
as expressly and specifically provided in this Agreement:
Customer assumes sole responsibility for results obtained from the use of the Services and
the Documentation by the Customer, and for conclusions drawn from such use. Olive shall
have no liability for any damage caused by errors or omissions in any information,
instructions or scripts provided to Olive by the Customer in connection with the Services,
or any actions taken by Olive at the Customer's direction;
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
(iii) the Services and
the Documentation are provided to the Customer on an "as is" basis.
in this Agreement excludes the liability of Olive:
death or personal injury caused by Olive's negligence; or
(ii) for fraud or
to clause 14(b) and 14(c):
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
total aggregate liability in contract (including in respect of the indemnity at clause
13(b)), 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 License Fees paid for the User
Subscriptions during the 12 months immediately preceding the date on which the claim
16. TERM AND TERMINATION
Agreement shall, unless otherwise terminated as provided in this clause 15, commence on
the Effective Date and shall continue for the Term and, thereafter, this agreement shall
be automatically renewed for successive periods of 12 months (each a Renewal Period),
party notifies the other party of termination, in writing, at least 60 days before the end
of the 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
terminated in accordance with the provisions of this agreement.
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:
other party fails to pay any amount due under this Agreement on the due date for payment
and remains in default not less than 10 Business Days after being notified in writing to
make such payment;
(ii) 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 20 Business Days after being notified in writing to do so;
(iii) 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 ;
(iv) 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
(v) 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;
(vi) 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;
(vii) 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;
(viii) 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;
(ix) 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;
(x) 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 15(b)(iii) – 15(b)(ix) (inclusive);
(xi) the other party
suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial
part of its business; or
(xii) there is a change of
control of the other party.
termination of this Agreement for any reason:
(a) all licences
granted under this agreement shall immediately terminate;
(b) 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;
(c) Olive may
destroy or otherwise dispose of any of the Customer Data in its possession unless Olive
receives, no later than ten Business Days after the effective date of the termination of
this Agreement, a written request for the delivery to the Customer of the then most recent
back-up of the Customer Data. Olive shall use reasonable commercial endeavours to deliver
the back-up to the Customer within 30 days of its receipt of such a written request,
provided that the Customer has, at that time, paid all fees and charges outstanding at and
resulting from termination (whether or not due at the date of termination). The Customer
shall pay all reasonable expenses incurred by Olive in returning or disposing of Customer
(d) 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
17. FORCE MAJEURE
Olive 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 Olive 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 suppliers or
sub-contractors, provided that the Customer is notified of such an event and its expected
If there is an inconsistency between this Agreement, the Services Order Form and any
Services Agreement, the terms shall be interpreted in the following order of precedence:
(1) Service Level Agreement, (2) Services Order Form, and (3) this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by
the parties (or their authorised representatives).
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.
21. 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
a) 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.
b) 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.
23. ENTIRE AGREEMENT
Agreement, and any documents referred to in 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.
b) 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.
Customer shall not, without the prior written consent of Olive, assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or obligations
under this Agreement.
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.
25. 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).
26. 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.
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 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, or sent by fax to the other party's fax
number as set out in this Agreement.
b) 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. A notice sent by fax shall be deemed to have been received at the
time of transmission (as shown by the timed printout obtained by the sender).
28. 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 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
This Agreement has been entered into on the date stated at the beginning of it.
This has been entered into on the date stated at the beginning of it.