Agreed Terms

 

  1. Nature of this agreement and statements

    1. This Agreement sets out the terms and conditions under which the parties agree that Quix shall license the Platform, and by clicking I agree during the registration process and using the Platform you represent to us that you are entering into this Agreement in your business capacity and agree to be bound by its terms.
    2. To the extent that there is a conflict or inconsistency between this Agreement and any Order Form, this Agreement shall prevail over such Order Form to the extent of the conflict or inconsistency, unless and only to the extent that the relevant terms and conditions of this Agreement have been specifically referred to and expressly amended by the terms and conditions of the Order Form.
  2. Interpretation

    1. In this Agreement the following words and phrases shall have the following meanings:
      Agreement: this agreement and any and all Schedules to this agreement, as the same may be amended, modified or supplemented from time to time in accordance with these terms and conditions.
      Authorised Users: those employees, officers or any third parties of the Customer who are authorised by the Customer to use the Platform.
      Business Day: a day other than a Saturday, Sunday or public holiday in England.
      Commencement Date: means the earlier of (a) the date the Customer completes the online registration process and agrees to this Agreement in accordance with Clause 1.1; and (b) the date the Customer first accesses and uses the Platform.
      Confidential Information: any information of a confidential nature (including trade secrets, personal data and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party.
      Customer: means the entity accepting this Agreement and registering an account on the Platform (also, “you” and “your”).
      Customer Data: data inputted by the Customer, Authorised Users, or Quix on the Customer’s behalf for the purpose of using the Platform functionality;
      Derived Data: means the aggregated and anonymised data collected by Quix as a result of the Customer’s and other customers’ use of the Platform.
      Discloser: the party directly or indirectly disclosing its Confidential Information.
      Documentation: the documents made available to the Customer by Quix from time to time in relation to the Platform and, if applicable, Implementation Services.
      Fees: the Licence Fees, the Implementation Services Fees and any other applicable fees or charges payable by the Customer as agreed between the parties and as may be set out on the Website from time to time.
      Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
      Implementation Services: any implementation and configuration services as well as the related consultancy services provided by Quix to the Customer.
      Licence Fees: the fees (if any) payable for access to the Platform as may be set out on the Website from time to time.
      Platform: the Quix Platform as further described in the Documentation and on the Website, including any new releases or updates which Quix may make available during the Term.
      Quix: Quix Analytics Limited, a company incorporated in England with company number 12493101 and its registered office at 245 Underhill Road, Flat B, London, England, SE22 0PB.
      Recipient: the party receiving Confidential Information concerning the Discloser.
      Term: means the duration of this Agreement.
      Third Party Materials: any materials which are embedded in the Platform, the Intellectual Property Rights in which are owned by or are licensed to Quix by a third party, including open source software.
      User Login: log-in details which entitle an Authorised User to access and use the Platform in accordance with this Agreement.
      Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
      Website: means www.quix.ai as may be updated from time to time.
      Working Day: means any day other than a Saturday, Sunday or public holiday in England.
    2. The headings in this Agreement do not affect its interpretation. Except where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.
    3. Unless the context otherwise requires:
      1. references to Quix and the Customer include their permitted successors and assigns;
      2. references to statutory provisions include those statutory provisions as amended or re-enacted;
      3. words in the singular include the plural and those in the plural include the singular;
      4. references to clauses and Schedules are to the clauses and schedules of this Agreement; and
      5. references to “including” or “includes” shall be deemed to have the words “without limitation” inserted after them.
    4. In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the schedules or appendices, the provision in the body of this Agreement shall take precedence.
    5. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.
  3. Platform Licence

    1. Subject to the Customer’s payment of, and Quix’s receipt of, any applicable Licence Fees and the Customer’s compliance with the terms and conditions of this Agreement, Quix hereby grants to the Customer for the Term a non-exclusive, non-sublicensable, non-transferable right to permit Authorised Users to use the Platform for its own internal business purposes.
    2. The Third Party Materials shall be deemed to be incorporated within the Platform for the purposes of this licence (except where expressly provided to the contrary) and use of the Third Party Materials shall be subject to such third party’s additional terms or open source licence terms (as applicable).
    3. Quix makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Quix. The Customer undertakes to comply with the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Quix does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Platform.
    4. The Customer may not use any information provided by Quix or obtained by the Customer in connection with this Agreement to create any product, platform or software whose expression is substantially similar to that of the Platform nor use such information in any manner which would be restricted by any copyright subsisting in it.
  4. Quix Obligations

    1. Quix shall use reasonable endeavours to ensure that the Platform will perform substantially in accordance with the Documentation.
    2. Clause 4.1 shall not apply to the extent of any non-conformance which is caused by: (i) use of the Platform contrary to Quix’s instructions; (ii) any modification or alteration of the Platform by any party other than Quix or Quix’s duly authorised contractors or agents; or (iii) any errors arising from incorrect or incomplete Customer Data.
    3. If the Platform does not conform with the undertaking at clause 4.1, Quix shall use reasonable endeavours to promptly correct any such non-conformance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 4.1.
    4. Notwithstanding anything else in this clause 4, Quix:
      1. shall use reasonable endeavours to provide the Platform in accordance with all applicable law and the terms of this Agreement provided that Quix will not be liable for a breach of the obligation in this clause if the breach results from the Customer’s use of the Platform contrary to this Agreement;
      2. does not warrant that the Customer’s use of the Platform will be uninterrupted or error-free, or that the Platform, the Documentation and/or the information obtained by the Customer through the Platform will meet the Customer’s requirements or be wholly accurate;
      3. may at its discretion update, modify and enhance the Platform from time to time, acknowledging that if such update is likely to cause the customer significant disruption Quix shall provide the Customer with reasonable notice of such update, modification or enhancement, and shall use reasonable endeavours to ensure disruption is kept to a minimum;
      4. does not warrant that it has not included or used any open-source software or any libraries or code licensed from time to time under the General Public Licence (as those terms are defined by the Open Source Initiative or the Free Software Foundation) or anything similar in, or in the development of, the Platform;
      5. shall not be responsible for faults or delays caused by or relating to third party platforms, products or data; and
      6. 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 Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    5. Quix shall provide any Implementation Services agreed with the Customer with reasonable care and skill on and subject to the terms of this Agreement.
    6. Quix shall use reasonable endeavours to provide the support services as may be set out on the Website to the Customer, including making online tutorials and videos available demonstrating use of the Platform.
  5. Customer Obligations

    1. The Customer shall provide Quix with all necessary cooperation and access to such information as may be required by Quix in order to provide the Platform and Implementation Services.
    2. The Customer shall obtain and maintain all necessary licences, consents and permissions necessary for Quix to perform its obligations under this Agreement, including without limitation any and all necessary licences for third party data feeds and/or APIs.
    3. In relation to the Authorised Users, the Customer undertakes that:
      1. each Authorised User shall keep a secure password for their use of the Platform, regularly change their password, and not disclose their password to any other person;
      2. it shall notify Quix as soon as it becomes aware of any unauthorised use of the Platform by any person;
      3. no password or login shall be used by more than one person, or by anyone who is not an Authorised User;
      4. it shall at all times ensure that the Authorised Users use the Platform in accordance with the Agreement and be responsible and liable for the acts and omissions of each Authorised User in relation to this Agreement (whether or not such Authorised User is a member of staff of the Customer), including any breach of this Agreement, as though they were the acts and omissions of the Customer itself; and
      5. each User Login may not be used by more than one individual Authorised User unless it has been reassigned in its entirety to another Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Platform.
    4. The Customer shall use all reasonable endeavours (including the use of passwords where appropriate) to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Quix.
    5. The Customer shall not use the Platform to access, store, distribute or transmit any Viruses, or any material that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially of ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and Quix 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.
  6. Warranties

    1. Each party warrants to the other party that it has full power and authority to enter into and perform its obligations under this Agreement.
    2. Except as expressly and specifically provided in this Agreement:
      1. the Customer assumes sole responsibility for results obtained from the use of the Platform, Implementation Services and Documentation and for conclusions drawn from such use. Quix shall have no liability for damage caused by errors or omissions in any information or instructions provided to Quix by the Customer in connection with this Agreement, or any actions taken by Quix at the Customer’s direction;
      2. Quix excludes all implied representations, warranties and terms of any kind whatsoever (whether implied by common law, statute or otherwise) to the fullest extent permitted by applicable law (including any implied representations, warranties or terms that the Platform is of satisfactory quality or fit for their purpose); and
      3. the Platform is provided to the Customer on an “as is” basis.
    3. This Agreement shall not prevent Quix from entering into similar agreements with third parties or from independently developing, using, selling or licensing software, products and/or services which are similar to those provided under this agreement.
  7. Payment

    1. The Customer shall pay Quix:
      1. any Implementation Services Fees;
      2. the Licence Fees monthly in arrears; and
      3. any other fees or charges as set out and agreed in writing by the parties.
    2. If any sum payable to Quix under this Agreement is not paid by the due date, Quix reserves the right without prejudice to any other right or remedy it has under this Agreement or in law to charge interest, accruing daily, on the overdue amount at an annual rate of five percent (5%) above the base rate as set by the Bank of England from time to time; and/or terminate this Agreement.
    3. All sums payable by the Customer to Quix under this Agreement are exclusive of value added tax or any similar taxes, levies or duties, for which the Customer shall be responsible at the appropriate rate.
    4. The Customer shall make all payments to be made by it without any withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by any jurisdiction, unless such withholding or deduction is required by applicable law. In such event, the amount of such payment due from the Customer shall be increased to an amount which (after making such withholding or deduction) leaves an amount equal to the payment which would have been due if no such withholding or deduction had been required.
  8. Confidentiality

    1. The Recipient shall maintain and procure the maintenance of confidentiality of the Discloser’s Confidential Information at all times and shall keep and procure that Confidential Information is kept secure and protected against theft, damage, loss or unauthorised access.
    2. The Recipient shall disclose Confidential Information of the Discloser only:
      1. to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes of this Agreement and to procure that such officers, employees and contractors are made aware of the confidentiality obligations in this clause 8 and are made subject to confidentiality obligations at least as onerous as those contained in this Agreement;
      2. as reasonably required to be disclosed to a professional adviser provided that any such professional adviser is bound by obligations of confidentiality of at least as high a standard as those imposed on the Recipient under this clause 8; and
      3. as may be required by law, regulation or order of a competent authority, provided that, as practicable, the Discloser is given reasonable notice of the intended disclosure and a reasonable opportunity to challenge the same.
    3. Upon the earlier of a written request from the Discloser or the termination of this Agreement for any reason, each party shall return any and all Confidential Information of the Discloser relating to the Agreement as the case may be then in its possession or control and will not retain any copies of the same.
    4. The Recipient shall immediately upon becoming aware of the same give notice to the Discloser of any unauthorised disclosure, misuse, theft or other loss of Confidential Information of the Discloser, whether inadvertent or otherwise.
    5. The obligations in this clause 8 shall not include any information that:
      1. is at the time of disclosure, or subsequently becomes, publicly known except by breach of the Agreement;
      2. a Party receives from a third party, who is not under an obligation of confidentiality to the Discloser;
      3. is independently developed by the Recipient without use of, or reference to, Discloser’s Confidential Information, as shown by the Recipient’s records; or
      4. is required by law to be disclosed by the Recipient, provided that the Recipient gives the Discloser written notice as promptly as possible under the circumstances of such requirement prior to such disclosure and provides reasonable assistance at Discloser’s expense in obtaining an order protecting the information from public disclosure.
  9. Customer Data and Data Protection

    1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
    2. The Customer shall ensure that it keeps appropriate and sufficient back-ups of any Customer Data that is uploaded or submitted to the Platform, and the Customer acknowledges and agrees that the primary purpose of the Platform is not that of a data repository or data storage mechanism.
    3. The Customer shall remove or pseudonymise any Personal Data prior to inputting any Customer Data into the Platform. If the Customer chooses to pseudonymise the Personal Data, such pseudonymisation shall be to such an extent that Quix cannot reidentify the Personal Data, and the Customer shall ensure that no keys or any other means of reidentification are made available to Quix, whether via the Platform or otherwise.
    4. The Customer acknowledges and agrees that Quix shall own all rights, title to and interest in any Derived Data.
    5. If and to the extent that Quix does process any Personal Data on behalf of the Customer, each party will comply with their respective obligations set out in Schedule 1.
  10. Limitation of Liability

    1. Subject to clause 10.3, neither party shall have any liability for any losses or damages which may be suffered by the other, which falls within any of the following categories:
      1. indirect, special or consequential losses or damages, even though that party was aware of the circumstances in which such special damage could arise;
      2. loss of profits;
      3. loss of anticipated savings;
      4. loss of business, business opportunity and management time;
      5. loss or corruption of data or information; or
      6. loss of goodwill.
    2. Subject to clause 10.3, the total liability of Quix arising under or in connection with this Agreement, whether in contract, tort (including negligence), statutory duty or otherwise (a “Claim”), shall be limited for all Claims in aggregate to the greater of:
      1. an amount equal to the total Fees paid by the Customer to Quix under this Agreement in the successive twelve (12) month period prior to the most recent Claim; and
      2. one thousand pounds (£1000).
    3. The exclusions in this clause 10 shall apply to the fullest extent permissible at law but neither party excludes any liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees or agents; or
      2. for fraud or fraudulent misrepresentation.
  11. Intellectual Property Rights

    1. Subject to any express provision in this Agreement to the contrary, each party acknowledges and agrees that this Agreement does not assign or transfer any Intellectual Property Rights between the parties and that nothing in this Agreement shall be deemed to give a party any right, title or interest whatsoever in the other party’s Intellectual Property Rights.
    2. The grant or licence of Intellectual Property Rights under this Agreement is subject to:
      1. the Customer’s compliance with the terms and conditions of this Agreement; and
      2. receipt by Quix of payment of any Licence Fees, Implementation Fees and/or any other applicable fees in full.
    3. The Customer shall not:
      1. remove, alter, cover or obfuscate any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the Platform;
      2. un-bundle any components of the Platform; or
      3. except to the extent permitted by applicable law, reverse engineer, decompile, disassemble, modify, adapt or make error corrections or otherwise attempt to gain access to the source code of all or any portion of the Platform, except to the extent that any reduction of the Platform to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Platform with the operation of other software or systems used by the Customer, unless Quix is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request Quix to carry out such action or to provide such information (and shall meet Quix’s reasonable costs in providing that information) before undertaking any such reduction.
  12. Audit

    1. The Customer shall permit Quix during the Term and for a period of six (6) months after termination of this Agreement, to access any premises at which the Platform is used to audit the use of the Platform where Quix has reason to believe that the Customer’s use is in excess of any limitations or restrictions. Such audit may be conducted no more than once per quarter, at Quix’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to materially interfere with the Customer’s normal conduct of business.
  13. Term and Termination

    1. This Agreement shall commence on the Commencement Date and continue for the Term unless and until terminated by either party in accordance with this clause 13.
    2. Either party may terminate the Agreement on not less than ninety (90) days’ written notice to the other subject to full payment of all applicable Fees due and payable up to and including the date of termination.
    3. Either party may terminate this Agreement with immediate effect by written notice to the other party if the other party:
      1. commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
      2. ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement);
      3. becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party;
      4. a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;
      5. the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
      6. any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
    4. Either party may terminate this Agreement with immediate effect by written notice in accordance with clause 14.2.
    5. On termination of this Agreement for whatever reason:
      1. Quix shall cease to provide the Platform;
      2. each party shall promptly return to the other party all of the other party’s Confidential Information (including any copies thereof) within its possession or control, provided always that Quix may retain one copy of the Customer’s Confidential Information for professional and audit purposes for a period of up to seven (7) years; and
      3. Quix may destroy or otherwise dispose of any of the Customer Data (excluding Personal Data) in its possession unless Quix receives, no later than ten 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. Quix 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 Quix in returning or disposing of Customer Data.
    6. Termination of this Agreement for whatever reason shall not affect the rights and obligations of the parties which have accrued prior to the date of termination, including the right to claim damages as a result of a breach of this Agreement.
    7. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement will remain in effect, including clauses 2, 7, 8, 9, 10, 12, 13, 15, 16 and 17.
  14. Force Majeure

    1. Notwithstanding any other provision of this Agreement, neither party to this Agreement shall be in breach of this Agreement or otherwise liable to the other as a result of any delay or failure in the performance of its obligations under this Agreement (other than an obligation to pay money) if and to the extent that such delay or failure is caused by any event or circumstance not within the reasonable control of the party concerned (“Force Majeure Event”), and the time for performance of the relevant obligation(s) shall be extended accordingly.
    2. If any Force Majeure Event delays or prevents the performance of the obligations of either party for a continuous period in excess of one (1) month, then either party shall then be entitled to give notice to the other party to terminate this Agreement, specifying the date (which shall not be less than seven (7) days after the date on which the notice is given) on which termination will take effect.
  15. Entire agreement

    1. This Agreement, and any schedules or documents annexed to this Agreement, or otherwise referred to herein, contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
    2. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) (“Representation”) other than as expressly set out in this Agreement.
    3. Each party agrees that subject to clause 10.3 the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this Agreement.
  16. Notices

    1. All communication and notices (whether legal or otherwise) concerning, arising under or in connection with this Agreement shall be in writing, in English and sent either by hand, post or e-mail.
    2. Notices to be sent under this Agreement shall be sent as follows:
      1. Notices to Quix shall be sent to legal@quix.ai; and
      2. Notices to the Customer shall be sent to the email address used to register the Customer’s account.
    3. Notices shall be deemed to have been received: (a) if delivered by hand or post, on signature of a delivery receipt; or (b) if sent by e-mail, on the date it is sent (provided that no automated bounce back message is received).
  17. General

    1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    2. 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.
    3. Quix shall not be in breach of this Agreement or otherwise liable to the Customer as a result of any delay or other failure in the performance of its obligations under this Agreement if and to the extent that such delay or other failure in the performance of its obligations under this Agreement if and to the extent that such delay or other failure is caused by or arises from, the transfer of data over communications networks and facilities, including the internet, or other software or programmes used by the Customer, in such circumstances Quix will use reasonable endeavours to give the Customer notice of the non-performance of the Platform (such notice may be provided by email). Upon receiving such notice, the Customer is responsible for notifying its Authorised Users of any such delay or performance issues, Quix will use reasonable endeavours to notify the Customer when the Platform performance has resumed.
    4. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    5. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    6. Quix may issue any press release or make any public statement with respect to this Agreement, and the Customer agrees that Quix may use the Customer’s name, logo and branding in such press release, public statement or any other marketing materials, including without limitation on the Website.
    7. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act. The rights of the parties to terminate (if any), rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.
    8. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
    9. Neither party shall assign, novate, transfer, or otherwise dispose of any or all of its rights and/or obligations under this Agreement without the prior written consent of the other party (which may be withheld in that party’s absolute discretion).
    10. 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.
    11. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

 

Data Protection

 

  1. Processing of Personal Data

    1. Definitions
       
      For the purpose of this Agreement, including this Schedule 1:
       
      “Data Protection Legislation”
      means the Data Protection Act 2018 and Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data including the recitals (the “GDPR”) and any equivalent or implementing legislation and all other applicable laws (including judgments of any relevant court of law) and regulations relating to the processing of personal data, data privacy, electronic communications, marketing and/or data security in each case as from time to time in force and as from time to time amended;
       
      “Personal Data”
      means any and all personal data processed by Quix for or on behalf of the Customer in connection with this Agreement or use of the Platform;
       
      ”controller”, “processor”, “personal data”, “personal data breach”, ”data subject”, and “processing” have the meanings given to these terms in the GDPR.
       

      Roles

    2. Each of the parties acknowledges and agrees that for the purposes of the Data Protection Legislation the Customer is the controller and Quix is the processor in relation to any processing by Quix of any Personal Data.
       

      Quix obligations in relation to processing Personal Data

    3. Quix will:
      1. process the Personal Data only in accordance with the Customer’s written instructions from time to time; or as otherwise required by law;
      2. immediately notify the Customer if Quix believes any of the Customer’s instructions relating to processing Personal Data breaches any Data Protection Legislation;
      3. only disclose the Personal Data to, and ensure that access to the Personal Data is limited to, those of its personnel who are bound by confidentiality obligations in relation to the Personal Data;
      4. not transfer any Personal Data to an international organisation or any country (other than the United Kingdom) outside the European Union;
      5. implement appropriate technical and organisational, as set out in Article 28(3)(c) GDPR, to ensure a level of security appropriate to the data security risks presented by processing the Personal Data;
      6. not sub-contract the processing of any Personal Data without the consent of the Customer;
      7. Quix will take appropriate technical and organisational measures to assist the Customer in fulfilling the Customer’s obligations to respond to any request by any data subject to exercise any data subject right under the Data Protection Legislation;
      8. at the Customer’s request assist the Customer in complying with the Customer’s obligations pursuant to the Data Protection Legislation to:
        a) implement appropriate technical and organisational measures to ensure appropriate security of processing;
        b) notify personal data breaches to the regulator and the relevant data subjects;
        c) carry out a data protection impact assessment; and/or
        d) consult with the regulator before processing if any data protection impact assessment indicates processing would result in a high risk in the absence of mitigating measures; and
        e) at the Customer’s request, make available to the Customer all information required to demonstrate Quix’s compliance with this Agreement and on reasonable notice allow the Customer, its statutory and regulatory auditors access to such information as the Customer may require in order to verify Quix’s compliance with its obligations in relation to data processing under this Agreement.
    4. Upon termination or expiry of this Agreement for any reason, Quix shall:
      1. at the Customer’s option, delete or return to the Customer all Personal Data; and
      2. delete all copies of the Personal Data except insofar as Quix reasonably considers it is required by law to continue to store such copies.

       

      Customer obligations

    5. The Customer will reimburse Quix for any reasonable costs reasonably incurred by Quix in performing its obligations under this Schedule 1, in each case except to the extent that such costs were incurred as a result of any breach by Quix of any of its obligations under this Schedule 1.
    6. The Customer represents, warrants and undertakes to Quix that the Customer has obtained the Personal Data in accordance with the Data Protection Legislation and has provided (or will provide) all necessary notices to data subjects whose personal data comprises part of the Personal Data; and it has (or will at the required time have) one or more valid grounds for Quix’s processing of the Personal Data in accordance with this Agreement so that Quix’s processing of the Personal Data in accordance with this Agreement complies with the Data Protection Legislation.
    7. The types of Personal Data, categories of data subject to whom it relates, and the subject matter, duration, nature and purposes of the processing to be carried out under this Agreement are set out in the Annex.

 

Annex

Description of data processing

 

  1. The subject matter and duration of the processing of the personal data
     
    The processing of Customer Personal Data will be carried out in order to properly provide the Customer and its Authorised Users with access to the Platform and for Quix to perform its obligations as set out in this Agreement.

    The processing will continue for the Term of this Agreement.

  2.  

  3. Description of the types of personal data:
     
    Names (first name and surname), business email addresses, telephone number(s), business address, job title
  4.  

  5. A description of the categories of data subjects
     
    Employees, agents, contractors, subcontractors and other personnel of the Customer, Customer’s clients, Customer’s suppliers and other business contacts
  6.  

  7. The nature and purpose of the processing of the Personal Data
     
    The Personal Data will be used for the purposes of:

    • Setting up, providing and monitoring the Platform
    • Providing technical support
    • Setting up user profiles
    • Temporary storage and back-up
    • Payment processing