SAFETYBANK

Terms and conditions

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].

Important notice:

• By 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.

• If 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.

Introduction

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.

1. Definitions.

a) “Agreement” means this Subscription Agreement and any materials available on the Olive website that are specifically incorporated by reference.

b) “Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.

c) “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

d) “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information in clause 9.

e) “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 Agreement.

f) “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.

g) “Documentation” means explanatory materials created by Olive in printed, electronic or online form that accompany the Services or Software.

h) “Enterprise Client Software License” means the Customer’s access to and use of the Software having enterprise account access and user capability.

i) “License Fees” means the license fees payable by the Customer to Olive for the Services.

j) “Normal Business Hours” means 8:00am to 6:00pm local UK time, each Business Day.

k) “Olive” 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.

l) “Projects” means the project or projects and the associated capability as part of the Software.

m) “Renewal Period” means any successive periods of the Term as set out in clause 12.

n) “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.

p) “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.

q) “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 "cloud-based" applications).

r) “Support Services” means the help desk support provided as described in the then-current support service policy as made available on the Website. .

s) “Term” 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 Form.

t) “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.

u) “User 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.

v) “Website” means www.https://safetybank.co.uk or any other website from which the Software is available as notified from time to time.

2. Rights 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.

b) Updates 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.

3. Service Level Agreement.

In addition to the terms of this Agreement, Olive may provide the Services to you in accordance with one or more Service Level Agreement.

4. User subscriptions

(a) In relation to the Authorised Users, the Customer undertakes that:

(i) the 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;

(i) it 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.

b) The 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 offensive;

(v) facilitates illegal activity;

(vi) depicts sexually explicit images;

(vii) promotes unlawful violence;

(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 this clause.

(i) except 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.

5. 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 unreasonably withheld).

(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 (as applicable).

6. SERVICES

(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:

(i) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

(ii) unscheduled 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 advance.

(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.

7. CUSTOMER DATA

(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 Customer Data.

(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:

(i) the 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.

8. SUPPLIER'S OBLIGATIONS

(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:

(i) does 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 facilities.

(c) This 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. CUSTOMER'S OBLIGATIONS

9.1 THE CUSTOMER SHALL:

a) provide Olive with:

(i) all necessary co-operation in relation to this Agreement; and

(ii) all 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 reasonably necessary;

(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 this Agreement;

(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 PAYMENT

a) The 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.

c) All amounts and fees stated or referred to in this Agreement:

(a) shall be payable in pounds sterling;

(b) are, subject to clause 14(d)(ii), non-cancellable and non-refundable;

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.

e) Olive 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

a) The 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 Documentation.

b) Olive 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.

12. CONFIDENTIALITY

a) Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

(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 evidence; or

(v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

b) Each 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 Agreement.

c) Each 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.

d) Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

e) The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Olive's Confidential Information.

f) Olive acknowledges that the Customer Data is the Confidential Information of the Customer.

g) This clause 10 shall survive termination of this Agreement, however arising.

13. UPDATES.

a) Olive 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 Services.

14. INDEMNITY

a) The 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

b) Olive 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) 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

(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Olive or any appropriate authority.

e) The 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

a) This 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:

(i) arising 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.

b) Except as expressly and specifically provided in this Agreement:

(i) the 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;

(ii) 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

(iii) the Services and the Documentation are provided to the Customer on an "as is" basis.

c) Nothing in this Agreement excludes the liability of Olive:

(i) for death or personal injury caused by Olive's negligence; or

(ii) for fraud or fraudulent misrepresentation.

d) Subject to clause 14(b) and 14(c):

(i) Olive 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

(ii) Olive's 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 arose.

16. TERM AND TERMINATION

a) This 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), unless:

(i) either 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

(ii) otherwise terminated in accordance with the provisions of this agreement.

b) 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:

(i) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 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 other party;

(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.

c) On 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 Data; and

(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 prejudiced.

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 duration.

18. CONFLICT

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.

19. VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. 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.

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 by law.

22. SEVERANCE

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

a) This 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.

24. ASSIGNMENT

a) The 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.

b) Olive 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.

27. NOTICES

a) 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 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.

29. 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).

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.