1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Agreement: means the agreement between the Customer and tiQtoQ for the supply and receipt of the Services, incorporating these Conditions.
Authorised Users: those employees, agents and contractors of the Customer who are authorised by the Customer to access and use the Services and the Documentation.
Business Day: any day other than a Saturday, Sunday or public or bank holiday in England.
Conditions: means these disQo.ai Ts&Cs, as varied in accordance with their terms.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5 or clause 12.6.
Customer: the customer purchasing access to the Services.
Customer Materials: the materials (including [example] or other similar files) inputted by the Customer in the course of using the Services.
Data Protection Legislation: the Data Protection Act 2018, the GDPR as transposed into UK law pursuant to the European Union (Withdrawal) Act 2018 (UK GDPR) and any subsequent UK data protection legislation, including any laws which replace, extend, re-enact, consolidate or amend any of the foregoing (whether or not before or after the date of this Agreement).
Documentation: the information made available to the Customer by tiQtoQ online via https://docs.disqoai.com or such other web address notified by tiQtoQ to the Customer from time to time, which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date on which the Customer first signs up for the Services.
Free Trial Period: means a period of 2 weeks from the Effective Date.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Group Company: any subsidiary or holding company from time to time of a company and any other subsidiary from time to time of a company’s holding company.
LLMs: means the large language model AI tools which are utlilised by the Services from time to time, which currently is, Gemini, Claude or OpenAI.
Outputs: means all the outputs produced by the Services.
Privacy Policy: the disQo.ai privacy policy available at https://disqoai.com/privacy
Services: the disQo.ai subscription services provided by tiQtoQ to the Customer under this Agreement, as detailed on the Website.
Software: the online software applications provided by tiQtoQ as part of the Services.
Subscription Fees: means as defined in 10.2.
Third Party Services: third party software, products and services integrated, interfaced with or otherwise accessible via the Services (whether procured and managed by tiQtoQ or the Customer), or otherwise used by the Customer in conjunction with the Services, including those connected via API, and the LLMs.
tiQtoQ: means tiQ-toQ Limited [trading as disQo.ai], a company incorporated in England & Wales (with company number 10168834 ), whose registered office is at Mornington Bungalow Drope Road, St. George's-Super-Ely, Cardiff, Vale Of Glamorgan, Wales, CF5 6EP.
User Subscription: the subscription allowing each Authorised User to access the Services.
Website: means the website at https://app.disqoai.com from where the Services are made available.
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.
1.2 Clause and paragraph headings shall not affect the interpretation of this Agreement.
1.3 Unless the context otherwise requires:
1.3.1 words in the singular shall include the plural and in the plural shall include the singular;
1.3.2 a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and
1.3.3 any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.4 A reference to writing or written includes e-mail.
1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
2.1 By signing up for and accessing any of the Services, the Customer agrees that these Conditions govern the Customer's use of the Services, to the exclusion of any other terms that the Customer may seek to incorporate or which may be implied by custom.
2.2 This Agreement shall commence on the Effective Date and shall continue for the Free Trial Period.
2.3 Prior to the end of the Free Trial Period, the Customer shall be given the option to upgrade to paid for versions of the Services. If the Customer opts to take out a subscription, subject to termination in accordance with clause 15, this Agreement shall continue and renew monthly.
2.4 The Customer may, at any time, give tiQtoQ written notice that it wishes to terminate its subscription. When such notice is given, the Services shall terminate at the end of the month in which notice is given.
3.1 Subject to the terms of the Agreement, tiQtoQ hereby grants to the Customer:
3.1.1 a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to access and use the Services and the Documentation, during the term of this Agreement, solely for the Customer's internal business operations.
3.2 The Customer must purchase a User Subscription for each Authorised User.
3.3 In relation to the Authorised Users, the Customer undertakes that:
3.3.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
3.3.2 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;
3.3.3 each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential; and
3.3.4 the Customer shall be fully responsible and liable to tiQtoQ for the acts and omissions of its Authorised Users in connection with the performance of this Agreement and access to and use of the Software and Services.
3.4 The Customer shall not (and shall procure that its Authorised Users do not):
3.4.1 access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.4.1.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or
3.4.1.2 infringes another person’s intellectual property or other rights;
3.4.1.3 is otherwise illegal or causes damage or injury to any person or property;
and tiQtoQ reserves the right, without liability or prejudice to its other rights to the Customer, to remove and/or disable the Customer's access to any material that breaches the provisions of this clause;
3.4.2 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
3.4.2.1 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
3.4.2.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
3.4.3 access all or any part of the Software, Services and Documentation in order to build a product or service which competes with the Services;
3.4.4 use the Services and/or Documentation to provide services to third parties;
3.4.5 save as expressly permitted in the Agreement, 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
3.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3.
3.5 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 tiQtoQ.
3.6 The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any Group Company of the Customer.
4.1 The Customer shall own all right, title and interest in and to all of the Customer Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials.
4.2 The Customer shall, subject to proper payment of the Subscription Fees in accordance with this Agreement, and the terms and conditions of the Third Party Services, own all right, title and interest in and to the Outputs.
4.3 The Customer acknowledges and agrees that:
4.3.1 the Outputs are generated using the LLMs, trained using a wide variety of sources and, accordingly, no conditions, warranties or representations are given by tiQtoQ regarding the validity or non-infringement of any Intellectual Property Rights comprised in such Outputs;
4.3.2 the Services access and use the LLMs subject to the terms and conditions of those LLMs – the Customer Materials may be used for model training in line with those terms and conditions.
4.3.3 due to the nature of the Services and artificial intelligence language models generally, the Outputs may not be entirely unique and other customers may receive similar output from the Services;
4.3.4 the assignment of Intellectual Property Rights in the Outputs does not extend to any know-how, proprietary rights and/or processes pertaining to the generation of those Outputs, which shall remain the exclusive property of tiQtoQ and/or its licensors; and
4.3.5 the Outputs may not always be complete, true and/or accurate, and it is the Customer’s responsibility to inspect and review such Outputs prior to commercial use, and tiQtoQ shall not be liable for any losses, damages or liabilities incurred by the Customer arising from its failure to do so.
4.4 In the event of any loss or damage to Customer Materials and/or Outputs as stored within the Services, the Customer's sole and exclusive remedy shall be for tiQtoQ to use reasonable endeavours to restore the lost or damaged Customer Materials and/or Outputs from the latest back-up maintained by tiQtoQ. tiQToQ shall not be responsible for any loss, destruction, alteration or disclosure of Customer Materials and/or Outputs caused by any Third Party Services.
4.5 The Customer acknowledges and agrees that tiQtoQ may aggregate Customer Materials, other Customer inputs, and Outputs with other such data, together with associated usage data (Service Analyses), and subject to anonymising the Service Analyses to remove all references to Personal Data and such that the source of the data is not identifiable, tiQtoQ may use such Service Analyses for its internal business purposes, including but not limited to statistical analysis, research and development, and product and service improvement, including further training and development of the language model used to generate Outputs. tiQtoQ shall own all Intellectual Property Rights in and to such Service Analyses.
5.1 Subject to the Customer's performance of its obligations under clause 7, tiQtoQ shall, during the term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
5.2 tiQtoQ shall use commercially reasonable endeavours to make the Services available to the Customer.
5.3 tiQtoQ will, as part of the Services and at no additional cost to the Customer, provide the Customer with customer support services, as detailed in the subscription package details on the Website.
6.1 tiQtoQ undertakes that the Services will be performed substantially in accordance with this Agreement and with reasonable skill and care. If the Services do not conform with the foregoing undertaking, tiQtoQ will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction shall be the Customer's sole and exclusive remedy for any breach of the undertaking set out in this clause 6.1.
6.2 The undertaking and remedy at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to tiQtoQ’s instructions, or modification or alteration of the Services by any party other than tiQtoQ or tiQtoQ’s duly authorised contractors or agents, or which is attributable to Third Party Services or Customer Materials.
6.3 tiQtoQ does not undertake or warrant that:
6.3.1 the Customer's use of the Services will be uninterrupted or error-free; or
6.3.2 the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements.
6.4 tiQtoQ 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.
6.5 This Agreement shall not prevent tiQtoQ 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.
6.6 tiQtoQ warrants that (i) it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement; and (ii) it shall comply with all applicable laws and regulations with respect to its activities under this Agreement.
7.1 The Customer shall:
7.1.1 provide tiQtoQ with:
7.1.1.1 all necessary co-operation in relation to this Agreement; and
7.1.1.2 all necessary access to such information as may be required by tiQtoQ;
in order to provide the Services, including but not limited to Customer Materials, security access information and configuration services;
7.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
7.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;
7.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with this Agreement and the Customer shall be responsible for any Authorised User's breach of this Agreement;
7.1.5 obtain and maintain all necessary licences, consents, and permissions necessary for the Customer’s use of the Services and/or tiQtoQ’s access to and use of the Customer Materials;
7.1.6 ensure that its network and systems comply with any specifications provided by tiQtoQ from time to time; and
7.1.7 be solely responsible for procuring, maintaining and securing the network connections and telecommunications links from its systems required to access the Services, 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.
7.2 tiQtoQ shall not be liable to the Customer if it is prevented or delayed from performing any obligations under this Agreement by any act or omission of the Customer, or by any failure by the Customer to perform its obligations. In this case, tiQtoQ may, without incurring any cost or liability, suspend the Services until the Customer remedies the relevant default.
Customer Access and Fair Use
7.3 The Customer is solely responsible for establishing the level of access given to its Authorised Users, and for access to and transmission of Customer Materials. tiQtoQ: (i) shall not be required to monitor use of the Services by the Customer, (ii) is entitled to rely on instructions input by Authorised Users, and (iii) accepts no liability for any use of the Services by the Customer’s Authorised Users or by any third party with access to any Authorised User’s credentials.
7.4 The Services, including uploading and storage capacity, are subject to Fair Use. If tiQtoQ detects that the Customer’s use of the Services exceeds Fair Use, it may impose technical limitations on the use of the Services and/or suspend access to certain features unless and until it is satisfied (acting reasonably) that the Customer has addressed the cause(s) of the excess use, or the parties agree a variation to the Subscription Fee to reflect the actual usage of the Services.
8.1 tiQtoQ will only process Personal Data (as defined in Data Protection Legislation) in connection with the account log-ins of each Authorised User, which may include the Authorised User’s first name, surname, business email address and other identifying data of a wholly business nature (“Customer Personal Data”). For the purposes of this Agreement, tiQtoQ is the Controller (as defined in the Data Protection Legislation) of the Customer Personal Data.
8.2 The parties acknowledge and agree that under this Agreement no other Personal Data (as defined in Data Protection Legislation) is expected to be shared between the parties. The Customer Materials uploaded to the Services should not include any Personal Data.
8.3 The parties shall comply with their obligations under Data Protection Legislation.
9.1 The Customer acknowledges that the Services may enable or assist it to access, interface or integrate, via API or otherwise, Third Party Services. tiQtoQ is not responsible for and accepts no liability for any failure or unavailability of any Third Party Services, whether or not facilitated by tiQtoQ, and the Customer accesses and uses such Third Party Services at its own risk.
9.2 tiQtoQ 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 Third Party Services or any third party websites accessible via the Services, 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 tiQtoQ. tiQtoQ recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant Third Party Services and/or third-party website.
10.1 There is no fee for the Services during the Free Trial Period.
10.2 The fees for the paid for subscription versions of Services (the “Subscription Fees”) are detailed in the subscription packages on the Website.
10.3 All payments for Subscription Fees shall be made monthly in advance, via tiQtoQ’s third party payment provider from time to time.
10.4 If tiQtoQ does not receive payment for any reason, without prejudice to any other rights and remedies it may have:
10.4.1 tiQtoQ may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and tiQtoQ shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
10.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.5 All amounts for Subscription Fees stated or referred to in this Agreement:
10.5.1 shall be payable in the currency stipulated by tiQtoQ at point of payment;
10.5.2 are, save as otherwise specified herein, non-cancellable and non-refundable and payable without deduction or withholding; and
10.5.3 are exclusive of value added tax, which shall be added at the appropriate rate and payable by the Customer together with the sum due.
10.6 tiQtoQ shall be entitled to increase the Subscription Fees from time to time and any increased Subscription Fees shall be applied from the next monthly renewal.
11.1 The Customer acknowledges and agrees that tiQtoQ and/or its licensors own all Intellectual Property Rights in the Software, Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights in or to the Software and Services or the Documentation, other than the right to use each of them in accordance with the terms of this Agreement.
11.2 tiQtoQ 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.
11.3 The Customer shall own all right, title and interest in and to all of the Customer Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials.
11.4 Subject to the terms and conditions of the Third Party Services, the Customer shall own the intellectual property rights in the Outputs.
12.1 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:
12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
12.1.2 was in the other party's lawful possession before the disclosure;
12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
12.2 Subject to clause 12.4, each party shall hold the other's Confidential Information in confidence and 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.
12.3 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.
12.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
12.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute tiQtoQ's Confidential Information.
12.6 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
12.7 The provisions of this clause 12 shall survive termination of this Agreement, however arising.
13.1 The Customer shall defend, indemnify and hold harmless tiQtoQ 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 Materials or the Customer's use of the Services and/or Outputs, provided that:
13.1.1 the Customer is given prompt notice of any such claim;
13.1.2 tiQtoQ provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
13.1.3 the Customer is given sole authority to defend or settle the claim.
14.1 Except as expressly and specifically provided in this Agreement:
14.1.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Outputs by the Customer, and for conclusions drawn from such use. tiQtoQ shall have no liability for any damage caused by errors or omissions in any information (including Customer Materials), instructions or scripts provided to tiQtoQ by the Customer in connection with the Services, or any actions taken by tiQtoQ at the Customer's direction;
14.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
14.1.3 the Services are provided to the Customer on an "as is" basis.
14.2 Nothing in this Agreement excludes or limits the liability of tiQtoQ:
14.2.1 for death or personal injury caused by tiQtoQ's negligence; or
14.2.2 for fraud or fraudulent misrepresentation; or
14.2.3 any other liability that cannot lawfully be excluded or limited.
14.3 Subject to clause 14.1 and clause 14.2:
14.3.1 tiQtoQ 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
14.3.2 Each party's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to an amount equal to the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.
15.1 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:
15.1.1 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 14 days after being notified in writing to make such payment;
15.1.2 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 14 days after being notified in writing to do so;
15.1.3 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
15.1.4 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;
15.1.5 the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or serves notice of administration, or has a receiver, manager or administrative receiver appointed over its assets or (being an individual) shall become bankrupt or (being a company) shall have a winding-up order made against it or shall go into liquidation (except for the purposes of a solvent amalgamation or reconstruction and in such manner that the resulting company effectively agrees to be bound by or assume the obligations imposed on the predecessor company under this Agreement);
15.1.6 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;
15.1.7 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 15.1.4 to clause 15.1.6 (inclusive); or
15.1.8 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
15.2 On termination of this Agreement for any reason:
15.2.1 all rights and licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
15.2.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
15.2.3 tiQtoQ may destroy or otherwise dispose of any of the Customer Materials/Outputs in its possession; and
15.2.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (other than an obligation to pay amounts properly due and payable hereunder), 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, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, pandemics or epidemics, 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 other party is notified of such an event and its expected duration.
17.1 The Customer acknowledges and agrees that tiQtoQ may update, change or otherwise amend the Service or Software at any time, including via the addition, modification or removal of features or functionality. tiQtoQ shall notify the Customer of any such changes or amendments which impact the Customer's use of the Services and/or Software. Such notice may include notice published on tiQtoQ’s website detailing where any such variation can be found. Any variation to the Services or Software shall be binding on the Customer immediately upon notice to the Customer. Some new or additional features or functionality may require activation and/or may be chargeable, either via an increase to the Subscription Fees or via additional usage costs, in which case tiQtoQ shall provide details of the same to the Customer on request.
17.2 Subject to clause 17.1 and except as provided elsewhere in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by both parties.
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.
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.
20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
20.2 If any provision or part-provision of this Agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
The Customer shall not, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, other than to a Group Company, without the prior written consent of tiQtoQ. tiQtoQ 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.
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).
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.
Any notice required to be given under this Agreement shall be in writing and shall be delivered by email to the other party at its email address, or such other email address as may have been notified by that party for such purposes. A notice delivered by email shall be deemed to have been received at the time of transmission.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
