PURITAS LIMITED
MICROSOFT MARKETPLACE 
SAAS SUBSCRIPTION TERMS AND CONDITIONS 

These Terms and Conditions were last updated on 7 February 2023. 

These Terms and Conditions apply to the Agreement (defined below) between the Customer (defined below) and Puritas for the supply of the SaaS (defined below) to the Customer. 

They govern the use of the SaaS to which the Customer has subscribed through the Azure Marketplace and AppSource Marketplace (collectively called the Marketplace).

1.	Entering into the Agreement

1.1	When the Named Customer places an Order with Puritas through the Marketplace for a subscription to the SaaS, the Named Customer is making an offer to enter into a contract with Puritas. 

1.2	That contract (the Agreement) will come into being when Puritas accepts that Order by sending the Customer an email to that effect].

2.	Definitions and Interpretation

1.1	In the Agreement, unless the context otherwise requires, the following expressions have the meaning set opposite:  

an Additional User Licence	the right for an additional individual employed by the Customer or an Affiliate to use the SaaS;

Additional Fees	the fees payable for any Additional Service;

an Additional Service	any service requested by the Customer and provided by Puritas to the Customer except those services which are included in the SaaS (including any consultancy service, any development, customisation or modification service, any set up or installation services, the transfer of any data, funds or portfolios and any training services) and where Puritas provides assistance under Clause 13.23 or where Puritas carries out any additional work as a result of complying with the Customer’s instructions in relation to the Processing of the Customer Personal Data; 

an Adequacy  Decision	a subsisting decision by the European Commission or any other competent authority, to the effect that a country, a territory or one or more specified sectors within a  country, or an international organisation ensures an adequate level of protection for Personal Data;

an Affiliate	any person which from time to time Controls, is Controlled by, or is under common Control with, the Named Customer and: i) who is located in the United Kingdom, the Channel Islands or the European Union and whose name and other details appear on the Signature Page; or ii) which Puritas agrees in writing with the Named Customer may use the SaaS;  

the Agreement	the agreement formed when Puritas accepts the Customer’s Order for the SaaS, consisting of these Terms and Conditions and the Order, each as amended from time to time in accordance with Clause 3.3 or Clause 15;

a Clause	a clause in these Terms and Conditions;

the Commencement Date	the date on which Puritas first makes the SaaS available to the Named Customer or any Affiliate (whichever is the earlier);

Confidential Information	includes information of or about Puritas, the Customer or any Affiliate, including about its business, finances, technology (including, in the case of Puritas, the SaaS, the software provided as software as a service, and the Documentation), suppliers, customers, funds managed and trade secrets, any other commercially sensitive information of or about Puritas, the Customer or any Affiliate, and any of the Customer Personal Data which is not in the public domain;

Consent	consent which complies, in all respects, with the requirements of the Data Protection Legislation;

Control	the power, directly or indirectly, to direct or cause the direction of the management of an undertaking, regardless of whether through the ownership of shares, by contract, or in any other way and Controls and Controlled are to be interpreted accordingly;

a Controller	has the meaning given to that expression in the Data Protection Legislation;

the Customer	the Named Customer and each of the Affiliates;

the Customer Data	any data relating to the Customer’s business which is Processed by the Customer from time to time using the SaaS;

the Customer Personal Data	any Personal Data within the Customer Data which Puritas Processes for the Customer from time to time in the course of Puritas providing the SaaS or any Additional Service;

the Customer’s System	the hardware, operating software and software applications on or with which the Customer uses the SaaS from time to time and any communications network or facility, network connections or telecommunications links used by the Customer from time to time to access the SaaS or the Customer Data Processed by the SaaS; 

a Data Protection Impact 
Assessment	has the meaning given to that expression in the Data Protection Legislation;

the Data Protection 
Legislation	in relation to Puritas’s Processing of any Personal Data for the Customer, the Data Protection (Jersey) Law 2018  and, if applicable to Puritas’s Processing of any Personal Data for the Customer, the GDPR and the UK GDPR, in each case any regulation, directive or statute amending or replacing the same and, in relation to the Processing of any Personal Data by the Customer, any data protection legislation to which the Customer is subject from time to time;

a Data Subject	has the meaning given to that expression in the Data Protection Legislation;

the Documentation	the Installation Procedures, User Guide and Support Documentation for the SaaS, as updated by Puritas from time to time;

an Error	a material failure of any of the SaaS to provide the functionality described in the Documentation;

the Fees	Puritas’s fees as set out in the Order, as increased by Puritas from time to time under Clause 9.3;

the GDPR	Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

an Incident	a problem encountered or Error discovered by the Customer when using the SaaS;

the Initial Term	the period beginning on the Commencement Date and ending 36 months later;

Intellectual Property 
Rights	any patent, trade mark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database right, rights in respect of know-how, confidential information and confidential processes, any application for any of the above and any other intellectual property right recognised in any part of the world, whether or not now existing or applied for, and all accrued rights of action in respect of any such right;

Malicious Code	any virus, worm, time bomb, time lock, drop dead device, trap and access code or anything else which might disrupt, disable, harm or impede the operation of any information system, or which might corrupt, damage, destroy or render inaccessible any software, data or file on, or which may allow any unauthorised person to gain access to, the Software, the SaaS and the Customer Data (or any of them) or any other software, data or file (including the data of any other customer or user of the SaaS;

the Named Customer 	the person named as the Customer in the Order;

an Order	an order placed by the Customer to subscribe to the SaaS via the Marketplace, and the Order is an Order which has been accepted by Puritas;

the Parties	Puritas and the Customer, and each of them is a Party;

Personal Data	has the meaning given to that expression in the Data Protection Legislation;

a Personal Data Breach	has the meaning given to that expression in the Data Protection Legislation;

to Process	has the meaning given to that expression in the Data Protection Legislation;

a Processor	has the meaning given to that expression in the Data Protection Legislation;

Puritas	Puritas Limited, a company registered in Jersey under number 92519, whose registered office is at PO Box 179, 40 Esplanade, St Helier, Jersey, JE4 9RJ;

the Rates	Puritas’s standard rates of charge from time to time for any Additional Service;

the SaaS	the provision of software as a service identified in the Order and the Support Services which Puritas  makes available or is to make available to the Customer under the Agreement;

the Software	the software which is provided as a service under the Agreement;

Special Category Personal 
Data or Sensitive Personal 
Data	has the meaning given to that expression in the Data Protection Legislation;

the Support Services	the Support Services described on Puritas’s website from time to time;

a Technical Contact	an individual nominated by the Named Customer under Clause 5.2;  

the UK GDPR	is as defined in section 3 of the United Kingdom Data Protection Act 2018;

a User 	an individual who is, at the relevant time, employed by the Customer or is an officer or member of the Customer’s contract staff, and who is authorised by the Customer to use the SaaS concurrently with other Users, and any person who has access to the SaaS through the Customer’s System or using any user name, password or PIN, user ID or other means of identification, authentication or verification issued to or by the Customer to any of the Customer’s employees, officers or contract staff;

a Working Day	any day except a Saturday or Sunday or a bank or public holiday in Jersey; and

Working Hours	9 am to 5 pm on Working Days.

2.2	Unless the context otherwise requires, words in the singular in the Agreement include the plural and words in the plural include the singular.

2.3	Unless the context otherwise requires, a reference in the Agreement to one gender includes a reference to the other genders.

2.4	A reference in the Agreement to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and it includes all subordinate legislation made from time to time under that statute or statutory provision.

2.5	A reference in the Agreement to writing or written includes e-mail.

2.6	Any words in the Agreement following the expressions including, include, in particular, or any similar expression, are merely illustrative and do not limit the sense of the words, description, definition, phrase or expression preceding those expressions.

2.7	The rule known as the ejusdem generis rule does not apply to the Agreement. Accordingly general words introduced by the word other will not be given a restrictive meaning because they are preceded by words indicating a particular class of acts, matters or things.

2.8	The headings in the Agreement are for ease of reference only; they do not affect the interpretation or construction of the Agreement.

2.9	Any obligation in the Agreement not to do something, includes an obligation not to allow that thing to be done.

2.10	In the Agreement a person includes a natural person, a corporate or unincorporated body (whether or not it has a separate legal personality) and that person's personal representatives, successors and permitted assigns.

2.11	A reference in the Agreement to a Party includes that Party's permitted assigns.

2.12	Any reference in the Agreement to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing will, in respect of any jurisdiction except England and Wales, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction.

2.13	The Agreement is drafted in the English language. If the Agreement is translated into any other language, the English language version will prevail.

3.	The Services and Change Control

3.1	Subject to the Named Customer paying the Fees and any Additional Fees to Puritas in accordance with the Agreement, Puritas will provide the SaaS any Additional Services agreed between the Named Customer and Puritas from time to time. 
 
3.2	Puritas will not be obliged to respond to any request for any Support Services or any Additional Service unless that request has been made by a Technical Contact.  

3.3	The Named Customer may, at any time, contact Puritas to request a change to the Agreement including: acquiring Additional Concurrent User Licences, and the provision of Additional Services. Puritas will propose any consequential amendments to the Agreement including any changes to the Fees or other charges payable.  If the Parties agree on the changes to be made to the Agreement, the Named Customer will submit an Order via the Marketplace and the Agreement will be varied when Puritas accepts that Order. Until that happens, the Agreement will continue unchanged.

4.	The Customer's Obligations 

The Customer will: 

4.1	ensure that all Users have access to fully operational equipment and software which allows them access to, and to use, the SaaS; 

4.2	make available to Puritas, free of charge, such  information, software, documentation, resources, facilities, equipment as are reasonably necessary or are requested by Puritas to allow Puritas to carry out Puritas’s obligations under the Agreement;  

4.3	ensure that its employees, contractors and other suppliers co-operate with Puritas and its employees and contractors and cause no delay;  

4.4	ensure that its representatives are available as reasonably required by Puritas from time to time; 

4.5	where Puritas needs the Customer to provide any information, software, documentation, resources, facilities, equipment, or materials or take a decision, in each case in relation to the SaaS or any other service provided or to be provided by Puritas under the Agreement, do so promptly and so as not to delay the provision of any of the Services; 

4.6	keep complete and up-to-date back-up copies of the Customer Data and software which the Customer form part of the Customer’s System in accordance with best or industry standard computing practice, so as to allow the Customer to re-constitute and restore the Customer Data and that software if it is lost, damaged, corrupted or inaccessible; 

4.7	whilst any of Puritas’s employees or contractors is working on the Customer’s  premises, ensure the health and safety of those people; and

4.8	indemnify Puritas and keep Puritas indemnified against any and all claims, losses, demands, damages, and liabilities (and all and any reasonable expenses) incurred or suffered by Puritas in connection with any injury, death or loss suffered by those employees or contractors while on the Customer’s premises and which results from the acts or omissions of the Customer of any of the Customer’s employees or contractors.

5.	Representatives and Technical Contacts 

5.1	On the date of the Agreement, the Named Customer and Puritas will nominate a person who will act as its representative for the purposes of the Agreement and who will be responsible for providing any information which may reasonably be required by the other to allow it perform its obligations under the Agreement.  

5.2	The Named Customer will nominate at least one but no more than three Technical Contacts who will report all Incidents to Puritas and liaise with Puritas in relation to any Incident, or other technical issue and who will be sufficiently experienced and qualified to perform that role. The Named Customer will and notify Puritas as soon as reasonably possible of any and all changes to the identity of any of the Technical Contacts and of any changes to their contact details.  

6.	Warranties

6.1	Puritas warrants to the Customer that:  

6.1.1	Puritas is entitled to provide the SaaS;

6.1.2	at the point of delivery to the Customer, subject to Clause 6.4, the SaaS does not infringe the copyright of any third party; and

6.1.3	Puritas will use reasonable skill and care in the performance of the Services.
 
6.2	Because of the nature of software, information systems, telecommunications systems and the internet, Puritas makes no representation and gives no warranty that the SaaS is or will be error-free, that it runs or will operate without interruption.

6.3	Puritas will not be liable for any problems encountered by the Customer in using the Software or the SaaS caused by:

6.3.1	the Customer’s System or any fault or any problem with any device, equipment or software used by any User to access or use the SaaS;

6.3.2	any problem with, or any delay or interruption in the internet or from the transfer of data (or the failure to transfer data) over any communications network or facility; or

6.3.3	the Customer’s breach of the Agreement.  

6.4	Puritas will not be liable under the warranty in Clause 6.1.2 or otherwise if any claim of infringement results from:

6.4.1	the use of any software, materials or information (including the Customer Data) used by the Customer or any User in conjunction with the SaaS or supplied by the Customer to Puritas; or

6.4.2	the Customer’s breach of the Agreement.

6.5	The Customer acknowledges thar the SaaS is provided to customers generally; it  has not been developed to meet the Customer’s requirements and that it is the Customer’s responsibility to assure itself that it meets the Customer’s requirements.

6.6	The Customer warrants to Puritas that the Customer has not been induced to enter into the Agreement by any representation or by any warranty except those specifically contained in the Agreement. The Customer waives any and all claims for breach of any warranty and any and all claims for any breach of representation and for any misrepresentation, (whether negligent or otherwise) unless made fraudulently.

6.7	The express terms of the Agreement are in lieu of all other warranties, conditions, terms, undertakings and obligations on the part of Puritas, whether express or implied by statute, common law, custom, trade usage, course of dealing or otherwise. All of those other warranties, conditions, terms, undertakings and obligations on the part of Puritas, whether express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, are excluded to the fullest extent permitted by law.

7.	Use of the SaaS 

7.1	Subject to Clause 7.3, the Customer will not permit any person (except the Customer’s employees, officers and contract staff who need to have access to the SaaS and the Documentation to fulfil their duties to the Customer) to use the Software, the SaaS or the Documentation, nor share the use of the Software, the SaaS or the Documentation with any third party. 

7.2	The Customer will ensure that its employees, officers and contract staff keep the Software, the SaaS and the Documentation strictly confidential, and (except as permitted in Clauses 7.1 and 7.3) not disclose them to any other person, and will use the SaaS and the Documentation only in accordance with the Agreement. 

7.3	The Customer will not disclose or make the SaaS or the Documentation available to any other person except: a) to the Customer’s employees, officers and contract staff who need to have access to the SaaS and the Documentation in order to allow the Customer to use the SaaS in accordance with the Agreement; b) in confidence to the Customer’s existing and prospective clients, but only in so far as is strictly necessary to demonstrate the Customer’s operational setup to those existing and prospective clients, and in any case not to make the Software, the SaaS or the Documentation (or any of them) available to any of the Customer’s existing and prospective clients; and c) to others provided the Named Customer has first obtained Puritas’s consent in writing to that disclosure and provided the Customer complies with all terms and conditions imposed by Puritas in relation to that disclosure.

7.4	The Customer will not use the Software, the SaaS or the Documentation for the purpose of providing any service to any third party except to provide fund administration services to its clients.

7.5	The Customer will ensure that the SaaS is used by no more than the then current number of Users for which the Named Customer has paid Puritas.  

7.6	The Customer will not, and will not permit any other person to, copy the Software, the SaaS or the Documentation (or any of them) except incidentally to use them in accordance with the Agreement. 

7.7	The Customer will not, and will not permit any other person to use or refer to the Software, the SaaS, the Documentation (or any of them) in order to develop any other software, product, service or documentation. 

7.8	Except to the extent permitted under local law out of which it is not possible to contract, the Software and the SaaS may not be reverse engineered or decompiled to determine any design structure, concepts or methodology behind it, or to incorporate any of the Software or the SaaS in any other software or product, or for any other purpose.

7.9	The Named Customer will immediately notify Puritas if the Named Customer or any Affiliate becomes aware of any of the following: any unauthorised use of any of the Software, the SaaS or the Documentation; any breach of confidence; and any infringement of Intellectual Property Rights in relation to the Software, the SaaS or the Documentation. The Customer will give Puritas any assistance reasonably required by Puritas in connection with any action or proceedings which Puritas may institute against any third party who has had access to the Software, the SaaS or the Documentation through the Customer for breach of confidence or the infringement of Intellectual Property Rights (or both) in relation to the SaaS, the Software and the  Documentation (or any of them).

7.10	The right to use the Software, the SaaS and the Documentation will immediately terminate on, and the Customer will cease to use the SaaS on, the termination or expiry of the Agreement. 

7.11	None of the Software, the SaaS and any technical data relating to it may be used by the Customer, any User or any other person in breach of any applicable export control laws or regulations, including those of the United Kingdom, the European Union, and the United States. The Customer will not export the Software or the SaaS or any technical data relating to it to any country: for which an export licence or other governmental approval is required unless it first obtains such licence or approval; or which is subject to any sanction or embargo applied by the United Kingdom Government, the European Union, the United States or any other competent authority.

8.	Intellectual Property Rights 

8.1	The Intellectual Property Rights in the Software, the SaaS and the Documentation will, as between Puritas, and the Customer, be and remain vested in Puritas. Puritas makes no claim to own the Intellectual Property Rights in the Customer Data.

8.2	Subject to Clauses 10.2, 10.3, 10.4 and 10.5, Puritas will indemnify the Customer against all and any costs, claims, demands, expenses and liabilities incurred by the Customer as the direct result of the SaaS infringing the copyright of any third party, provided that: 

8.2.1	the Named Customer has notified Puritas in writing as soon as reasonably possible after the Customer became aware of any claim or allegation of infringement of third party Intellectual Property Rights;

8.2.2	the Customer makes no admission and does not in any other way prejudice the defence or settlement of any such claim or allegation;

8.2.3	the Customer gives Puritas complete control over the defence or settlement of, and any negotiations in connection with, any such claim or allegation;

8.2.4	the Customer gives Puritas all reasonable assistance in connection with the defence or settlement of any such claim or allegation;

8.2.5	the Customer takes all reasonable steps to mitigate its losses arising from any such claim or allegation;

8.2.6	Puritas will not be liable to the extent that the Customer’s act or omission or the act or omission of any User has caused the claim or allegation to be brought or made, or has increased the level of costs, claims, demands, expenses claimed;

8.2.7	Puritas may modify or replace the Software, the SaaS, the Documentation (or any of them);

8.2.8	Puritas may refund a proportion of the Fees paid by the Customer in advance for the then current quarter, that proportion to be equal to the remainder of the then current quarter left to run; and the Customer will cease using the SaaS immediately on the making of any refund under this Clause 8.2.8.

8.3	Clause 8.2 sets out Puritas’s entire liability in respect of any actual or alleged infringement of Intellectual Property Rights in connection with the SaaS and the Documentation and their use.
 
9.	Fees and Expenses
 
9.1	In consideration of Puritas providing the SaaS, the Named Customer will pay Puritas the Fees in accordance with this Clause 9, without any set off or withholding.

9.2	In consideration of Puritas providing any Additional Service, the Named Customer will pay Puritas Additional Fees at the Rates or as otherwise agreed in writing between the Parties in accordance with this Clause 9, without any set off or withholding. 

9.3	Puritas may revise the Fees with effect from each anniversary of the Commencement Date by giving the Named Customer not less than 30 days’ notice in writing.

9.4	The Named Customer will re-imburse all travel and subsistence expenses reasonably incurred by Puritas in providing any Additional Service. 

9.5	The Named Customer will pay all sums due to Puritas within 30 days after the date of Puritas’s invoice for the same. All payments under the Agreement are to be made in the currency in which they are invoiced by Puritas to the bank account stipulated by Puritas from time to time.

9.6	The Fees, any Additional Fees, the Rates and all expenses payable under the Agreement are exclusive of any goods and services tax, value added tax, sales tax or any similar tax, which the Named Customer will pay at the rate from time to time determined by statute.
 
9.7	If the Named Customer has underpaid Puritas, without prejudice to any other right or remedy available to Puritas under the Agreement, at law or in equity, the Named Customer will immediately make up that underpayment within 30 days after: the underpayment comes to the Named Customer’s notice; or the Named Customer receives notice of that underpayment from Puritas (whichever is the earlier).

9.8	If any deduction or withholding is required by law, the Customer will pay Puritas such sum as will, after the deduction or withholding has been made, leave Puritas with the same amount as it would have been entitled to receive in the absence of any requirement to make a deduction or withholding. If the Customer is required by law to make a deduction or withholding, the Customer will, within seven days after making the deduction or withholding, provide Puritas with a statement in writing showing the gross amount of the payment, the amount of the sum deducted and the actual amount paid. 

9.9	The Named Customer will pay Puritas, on demand, interest calculated on a daily basis on all sums not paid within 30 days after the date of Puritas’s invoice and the costs of recovery in accordance with the United Kingdom Late Payment of Commercial Debts (Interest) Act 1998, as amended by the Late Payment of Commercial Debts Regulations 2013, whether or not that legislation automatically  applies to the Agreement.  The Customer will also pay Puritas’s reasonable expenses (on an indemnity basis) in connection with the Customer’s failure to pay any fees or charges when due, including legal expenses and the costs of collection.

9.10		On the termination or expiry of the Agreement, without prejudice to any other right or remedy available to either Party, the Named Customer will pay all unpaid Fees and charges accrued up to that date and all costs and expenses which Puritas has then already incurred or agreed to incur in connection with any work done or to be done for the Customer or any Affiliate.

9.11	The Fees and charges payable under the Agreement are not refundable except under Clause 8.2.8.

10.	Liability 

10.1	Nothing in the Agreement limits or excludes Puritas’s liability for the death or personal injury of any person caused by its negligence, or for fraud or fraudulent misrepresentation, or for any other liability which the applicable law does not allow to be limited or excluded.

10.2	Subject to Clause 10.1, but otherwise despite anything else in the Agreement, the aggregate liability of Puritas (including any liability for the acts or omissions of its employees, agents and sub-contractors) in respect of any breach of the Agreement; in respect of any use made by the Customer of, or any inability to use, the Software the SaaS, the Documentation and the Services (or any of them); and in respect of any representation, statement or tortious act or omission (including negligence) and any other liability arising under or in connection with the subject matter of the Agreement will not exceed in total the Fees paid by the Named Customer to Puritas under the Agreement during the 12 months immediately preceding the date on which the Customer first notified Puritas of the claim.

10.3	Subject to Clause 10.1, but otherwise despite anything else in the Agreement, Puritas will not be liable for any:

10.3.1	loss of profits;
10.3.2	loss of savings;
10.3.3	loss of use;
10.3.4	loss of business;
10.3.5	loss of opportunity; 
10.3.6	loss of goodwill;
10.3.7	loss or spoiling of data; or
10.3.8	loss or contracts 
(in each case whether direct or indirect); or 
10.3.9	indirect or consequential loss, 

including any of the losses mentioned in this Clause 10.3 arising in respect of: any breach of the Agreement; in respect of any use made by the Customer of, or any inability of the Customer to use, the Software, the SaaS, the Documentation and the Services (or any of them); and in respect of any representation, statement or tortious act or omission (including negligence) and any other kind of liability arising under or in connection with the subject matter of the Agreement, even if Puritas was advised of or knew of the likelihood of that loss or type of loss arising. 

10.4	Puritas will not be liable to the Customer or any other person arising in respect of any breach of the Agreement; in respect of any use made by the Customer of, or any inability of the Customer  to use, the Software, the SaaS, the Documentation and the Services (or any of them); and in respect of any representation, statement or tortious act or omission (including negligence) and any other liability arising under or in connection with the subject matter of the Agreement, to the extent that any loss or damage is caused by:

10.4.1	the Customer not having complied with the Agreement;  any negligent or unlawful act or omission of the Customer, or of any employee, contractor, agent or other supplier of the Customer; the misuse of the Software, the SaaS, the Documentation and the Services (or any of them), or the use of the Software, the SaaS, the Documentation and the Services (or any of them) contrary to the terms of the Agreement; any delay or failure on the part of the Customer in providing any information or data to Puritas; any delay or failure on the part of the Customer to notify Puritas of any actual or suspected Error; any other act or omission on the part of the Customer; or the act or omission of any third party;

10.4.2	the Customer or any Affiliate having failed to comply with any technical prerequisites specified from time to time by the licensor of any software forming part of the Customer’s System or the manufacturer of any equipment forming part of the Customer’s System; or the Customer's failure to implement, or delay in implementing, any firewall, anti-virus software, security patch, upgrade, update, new release, revision, version, workaround or modification which would have remedied or mitigated the effects of any Error or issue experienced when using the SaaS;

10.4.3	any fault in any media, any fault or defect in the Customer’s System or any delay or failure on the part of any hardware or software supplier or maintainer to correct any fault or defect or to provide any other service, or for any fault or defect caused by the application of any security patch, or caused by any upgrade, update, new release, revision, new version, workaround, correction or modification to the Customer’s System or to the Investor’s System; 

10.4.4	any failure by the Customer to keep complete and up-to-date security or back-up copies of the software forming part of the Customer’s System or of the Customer Data, in accordance with best computing practice; or

10.4.5	any problem with, or any delay or interruption in the internet or from the transfer of data (or the failure to transfer data) over any communications network or facility, network connections or telecommunications links and the internet.

10.5	Despite anything else contained in the Agreement, Puritas will not be liable for any delay in performing or failure to perform its obligations caused by circumstances beyond its control (including any act of God, flood, drought, earthquake or other natural disaster, any epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, any collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, any non-performance by suppliers or subcontractors,  any act or omission on the Customer’s part or on the part of any User or any other person, and any bug, defect, error, fault or deficiency in any software or data not provided by Puritas, or in any equipment). Puritas will be granted a reasonable extension of time for the performance of its obligations. Puritas will endeavour to comply with any timetable, project plan or dates which it has given to the Customer for the performance of the Agreement but they are estimates only, and Puritas will not be liable for any delay or failure to supply or perform in accordance with that timetable or project plan, or those dates.

10.6	The Named Customer will be liable for the acts and omissions of each of the Affiliates as if they were the Named Customer’s own acts and omissions.

11.	Termination 

11.1	The Agreement will continue unless and until terminated in accordance with this Clause 11 or any other Clause. 

11.2	Either the Named Customer or Puritas may terminate the Agreement with effect from the end of the Initial Term or at the end of any Year of the Agreement by giving at least six (6) months advance written notice of termination to the other.

11.3	Puritas may terminate the Agreement immediately at any time by giving written notice to the Named Customer if: 
 
11.3.1	the Customer commits a material breach of any of its obligations under the Agreement and, if that breach is capable of remedy, fails to remedy that breach within 30 days after receipt of notice in writing requiring it to do so; or  

11.3.2	the Named Customer becomes subject to an administration order; a receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of any of the Named Customer’s property or assets; the Named Customer enters into an arrangement or composition with its creditors, or passes a resolution for winding-up (except for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or if a court of competent jurisdiction makes an order to that effect; or if the Named Customer applies to a court for, or obtains, a moratorium in relation to its debts, or if any similar process to any of the above is begun in any jurisdiction; or if the Named Customer ceases or threatens to cease to carry on business, becomes insolvent, or ceases to be able to pay its debts as they fall due; or if its financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.

11.4	The Named Customer may terminate the Agreement immediately at any time by giving written notice to Puritas if: 
 
11.4.1	Puritas commits a material breach of any of its obligations under the Agreement and, if that breach is capable of remedy, fails to remedy that breach within 30 days after receipt of notice in writing requiring it to do so; or  

11.4.2	Puritas becomes subject to an administration order; a receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of any of Puritas’s property or assets; Puritas enters into an arrangement or composition with its creditors, or passes a resolution for winding-up (except for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or if a court of competent jurisdiction makes an order to that effect; or if Puritas applies to a court for, or obtains, a moratorium in relation to its debts, or if any similar process to any of the above is begun in any jurisdiction; or if Puritas ceases or threatens to cease to carry on business, becomes insolvent, or ceases to be able to pay its debts as they fall due; or if its financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.

11.5	The expiry or termination of the Agreement (however it happens) will not affect any accrued rights or liabilities of either Party nor will it affect the coming into force or the continuance in force of any provision of the Agreement which is expressly or by implication intended to come into or continue in force on or after termination. 
 
11.6	Clauses 1, 2, 3.2, 3.3, 4.8, 6.5, 6.6, 6.7, 7, 8, 9, 10, 11.5, 11.6, 12, 13.2, 13.3, 13.4, 13.5, 13.6, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 will survive the expiry or termination of the Agreement and continue in full force and effect without limit in time. Clauses 13.7 to 13.24 (both Clauses inclusive) will continue in force while Puritas Processes any Personal Data for the Customer.

12.	Confidentiality

12.1	Both during the Agreement and after its expiry or termination, Puritas and the Customer will treat as confidential (and will procure that their respective employees, agents and contractors treat as confidential) and will not (and will procure that their respective employees, agents and contractors do not), except to fulfil its obligations under the Agreement or to exercise its rights in accordance with the Agreement, use or disclose any of the other’s Confidential Information nor permit its use or disclosure. 

12.2	The provisions of Clause 12.1 will not prevent either Puritas or the Customer from disclosing the other’s Confidential Information to: 

12.2.1	(without prejudice to Clauses 7.1 and 7.3) its employees, agents and contractors who need to know the same in order to carry out its obligations or to exercise its rights in accordance with the Agreement;
  
12.2.2	its auditors, any tax or customs official, any court of competent jurisdiction, any governmental body or competent regulatory authority and any other person having a right, duty or obligation to know its business, but then only in pursuance of that right, duty or obligation. 
 
12.3	Each of Puritas and the Customer will ensure that their respective employees, agents and contractors are made aware, before the disclosure of any of the other’s Confidential Information, that the same is confidential to the other and that they owe a duty of confidence to that other.  

12.4	Each of Puritas and the Named Customer will promptly notify the other if it (or in the case of the Named Customer, any Affiliate) becomes aware of any breach of confidence by any person to whom it divulges all or any of the other’s Confidential Information and will give the other all reasonable assistance in connection with any proceedings which the other may institute against that person for breach of confidence. 

12.5	Clause 12.1 does not apply to any information which is or comes into the public domain unless as a result of a breach of this Clause 12, or which is trivial or obvious, or which is a matter of public record, or which by its nature cannot be confidential, provided that the Software, the SaaS and the Documentation are not to be treated as being in the public domain by reason that it is licensed or supplied to Puritas’s customers. 

12.6	If the Customer is subject to any freedom of information or similar legislation, it may make any disclosure which it is obliged to make under that legislation provided: (i) the Customer informs Puritas as soon as reasonably possible of the requirement to make that disclosure; (ii) the Customer takes all reasonable steps requested by Puritas to limit lawfully the information so disclosed; and the Customer makes no disclosure of any information which is exempt from disclosure under that legislation. 

13.	Customer Data and Data Protection 

13.1	It is in the interests of all customers that the SaaS is as secure as possible and is used only for lawful activities. Therefore, the Customer will:

13.1.1	comply with, and ensure that each User complies with, any and all reasonable rules, regulations, standards, protocols and procedures issued by Puritas from time to time in connection with the use of the SaaS;

13.1.2	notify Puritas as soon as the Customer becomes aware of, or suspects, any unauthorised use of the SaaS or of any breach of security;

13.1.3	comply with, and ensure that each User complies with, all legal and regulatory requirements and the rules, regulations and standards imposed by any competent body relating to the Customer’s use of the SaaS or the Customer’s business conducted through the SaaS;

13.1.4	ensure that all messages that it or any User sends, and all Customer Data, include nothing which is pornographic, obscene, offensive, indecent, abusive, menacing, unlawful, blasphemous, an invasion of privacy, an infringement of Intellectual Property Rights or a breach of the Data Protection Legislation, defamatory, a malicious falsehood or seditious libel, a contempt of court, or anything which is likely to incite, or is capable of inciting, violence, racial hatred, sadism, cruelty, or which encourages any unlawful or illegal act or omission;

13.1.5	not use, and ensure that no User uses, the SaaS to commit, or to assist in the commission of, any fraud or other criminal or unlawful activity; and

13.1.6	not introduce, and to ensure that no User introduces any Malicious Code into the SaaS Service, Puritas’s System, the system of any other person which uses the SaaS, or any system of any of Puritas’s service providers;

13.1.7	ensure that no User uses the SaaS in any way that is unlawful or in breach of the Agreement; 

13.1.8	ensure that all Users keep all user names, passwords, PINs, user IDs and other means of identification, authentication or verification issued to them secure and confidential and do not share them with any other person;

13.1.9	notify Puritas as soon as possible if any User ceases to be employed or engaged by the Customer, or if any User is no longer authorised to use the SaaS, requesting that the User’s password or other means of identification, authentication or verification be disabled; and

13.1.10	set the controls provided via the SaaS so that particular data and messages are accessible by, and sent to, only those people whom the Customer or a User intends to have access to or receive them.

13.2	The Named Customer will indemnify Puritas and keep Puritas dully indemnified against any and all claims and against any and all losses, damages, costs, liability and expenses incurred by Puritas and arising out of or in connection with the Customer’s and each User's use of the SaaS, including those which arise as a result of the content of the Customer Data or any message sent by the Customer or any User and those which arise as a result of any breach of Clause 13.1.

13.3	Puritas may, but is not obliged to, monitor any data, any message or the activities of the Customer, any User, or any other person. Puritas may, in order to avail itself of any defence allowed to it by law or to reduce its liability to any third party, remove from the SaaS, or block, any particular data or message, but will notify the Named Customer if it does so.

13.4	Puritas may, in order to avail itself of any defence allowed to it by law, or to avoid or reduce its liability to anyone, edit, delete or block any of the Customer Data, or suspend the provision of the SaaS, but will notify the Named Customer if it does so. 

13.5	Puritas is not responsible for any errors or omissions in the Customer Data, or for verifying, authenticating, checking or validating the Customer Data. 

13.6	Puritas will use the contact details of the Customer’s employees  provided to it by the Customer in order to manage, administer and perform the Agreement and to invoice the Named Customer. Puritas 7 will do so as a Controller under the Data Protection Legislation. The Customer warrants that it has, and will have, all rights and consents necessary to allow it to provide those contact details to Puritas for the purposes stated in this Clause 13.6.

13.7	To the extent that Puritas is acting as the Customer’s Processor in relation to any of the Customer Personal Data (but not when Puritas acts as a Controller in relation to any Personal Data), Clauses 13.8 - 13.24 apply.

13.8	The Customer will determine the purposes for which the Customer Personal Data are used and how they will be Processed and they (and not Puritas) will be the Controller in respect of the Customer Data. 

13.9	The Customer agrees to comply with all the duties and obligations imposed from time to time on Controllers by the Data Protection Legislation in relation to the use and Processing of the Customer Personal Data, in particular by establishing and documenting the legal basis on which the Customer and each Affiliate Processes the Customer Personal Data and any additional condition necessary to allow the Processing of any Special Category Personal Data, carrying out any Data Protection Impact Assessment, providing Data Subjects with information and obtaining all Consents which may be necessary to allow the Customer and each Affiliate to: Process Personal Data lawfully; transfer Personal Data to Puritas; and have Puritas Process their Personal Data in accordance with this Clause 13. The Customer will, and will ensure that each Affiliate will: provide Puritas with: details of the legal basis on which the Customer and each Affiliate Processes the Customer Personal Data; details of the condition(s) met to allow the Processing of Special Category Personal Data; copies of the information the Customer and each Affiliate has provided to Data Subjects about that Processing; and copies of any and all Consents obtained from any Data Subject in respect of that Processing.  The Customer will notify Puritas immediately if any Consent is withdrawn or if any Data Subject objects to any Processing of his or her Personal Data carried out by Puritas for the Customer or any Affiliate, and Puritas may, without liability, stop Processing that Customer Personal Data and, if any of that Customer Personal Data is held by Puritas, delete it unless, in either case, the Customer demonstrates to Puritas that Puritas’s continued Processing of that Customer  Personal Data will be lawful.. 

13.10	The Customer will provide Puritas with such instructions regarding the Processing of the Customer Personal Data as may be necessary to allow Puritas to Process the Customer Personal Data in order to provide the Services under and in accordance with the Agreement and will not give Puritas any unlawful instruction.

13.11	The Customer will not instruct Puritas to transfer any of the Customer Personal Data outside Jersey or the European Union (including for these purposes the United Kingdom, even though the United Kingdom may have ceased to be a member state of the European Union) or to an international organisation unless: i) there is an Adequacy Decision; or ii) the Customer or one of the Affiliates provides appropriate safeguards. Where the Customer instructs Puritas to transfer any of the Customer Personal Data outside Jersey or the European Union (including for these purposes the United Kingdom, even though the United Kingdom may have ceased to be a member state of the European Union) or to an international organisation, the Customer will provide Puritas with details of any safeguards the Customer or any Affiliate has implemented to ensure that the transfer is not in breach of the Data Protection Legislation.

13.12	The Customer will, and will ensure that each Affiliate will, implement adequate security processes and protocols in relation to granting Puritas remote access to any Personal Data on the Customer’s System and will ensure that any ability for any of Puritas’s staff or contractors to access the Customer System or any data on it is withdrawn at the end of each remote access session.  

13.13		The Customer consents to Puritas using sub-processors or sub-contractors to Process the Customer Personal Data. 

13.14	The Customer will indemnify Puritas and keep Puritas indemnified against all and any claims, losses, demands, damages, fines and liabilities, and all and any reasonable expenses incurred or suffered by Puritas as a result of the Customer’s failure to comply with its obligations under this Clause 13 and the Data Protection Legislation (or either). 

13.15	Puritas will, when Processing any of the Customer Personal Data, comply with the Data Protection Legislation insofar as it specifically imposes duties and obligations on Processors and, in relation to any of the Customer Personal Data, for so long as Puritas Processes that Customer Personal Data, Puritas will comply with Clauses 13.16 – 13.24.

13.16	Puritas will Process the Customer Personal Data only in accordance with the Named Customer’s reasonable and lawful instructions given in writing from time to time to Puritas. Affiliates will give their instructions to Puritas through the Named Customer. The initial instructions are to Process the Customer Data as may be necessary to provide the SaaS to the Customer in accordance with the Agreement and to comply with Puritas’s obligations and exercise Puritas’s rights under the Agreement. The Customer will not give Puritas any instruction which is unlawful or unreasonable.

13.17	Except in relation to any Customer Personal Data which are in the public domain, Puritas will take steps to ensure that all individuals who are authorised by Puritas to Process the Customer Personal Data have committed themselves to keep the Customer Personal Data confidential.

13.18	Taking into account: the state of the art; the costs of implementation; the nature, scope, context and purposes of the Processing; the risk of varying likelihood and severity for the rights and freedoms of Data Subjects; and the risks presented by the Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Customer Personal Data, Puritas will, through its subprocessor, Microsoft Azure, put in place appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including (where appropriate): the encryption of the Customer Personal Data; the ability to ensure the ongoing confidentiality, integrity, availability and resilience of the systems used to Process the Customer Personal Data; the ability to restore the availability and access to the Customer Personal Data in a timely manner in the event of a physical or technical incident; and a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the Processing of the Customer Personal Data. 

13.19	Puritas will notify the Customer of any Personal Data Breach affecting the Customer Personal Data without undue delay after Puritas becomes aware of it.

13.20	Puritas will notify the Customer at least 7 days in advance of its intention to appoint any additional or replacement sub-processor, and will have an agreement in writing with each sub-processor substantially on that sub-processor’s or sub-contractor’s standard terms of business or, where appropriate, incorporating terms which are substantially similar to those set out in Clauses 13.16-13.24.

13.21	Puritas will not transfer the Customer Personal Data outside Jersey, the European Union or the United Kingdom, or to an international organisation unless: i) there is an Adequacy Decision; or ii) the Customer provides appropriate safeguards, and in that case the Customer will confirm in writing to Puritas that the Customer has put in place appropriate safeguards and the nature of those safeguards.

13.22	Puritas will keep records of the Processing of the Customer Personal Data including: the Named Customer’s name and contact details; the name and contact details of the Customer’s and Puritas’s respective data protection officers; the categories of Processing of the Customer Personal Data; details of transfers of any Customer Personal Data outside Jersey, the European Union or the United Kingdom or to an international organisation (including, where applicable, the documentation of suitable safeguards); and a general description of the technical and organisational security measures taken by the Customer. If requested by the Customer, Puritas will make that information available to the Customer to help demonstrate Puritas’s compliance with its obligations under this Clause 13.

13.23	Taking into account the nature of the Processing of the Customer Personal Data carried out by Puritas and the information available to Puritas, insofar as is reasonably possible, Puritas will, if requested by the Customer, assist the Customer in ensuring compliance with their obligations in relation to data security, the notification of Personal Data Breaches to any data protection supervisory authority or regulator and (where required by the Data Protection Legislation) Data Subjects, carrying out Data Protection Impact Assessments and for the fulfilment of the Customer’s obligations to respond to requests for exercising Data Subject’s rights such as the right to information and access to, and the rectification and erasure of, their Personal Data which is in the Customer Personal Data.

13.24	If requested by the Customer, Puritas will delete or provide the Customer Personal Data to the Customer on the expiry (without renewal) or termination of the Agreement (however it happens) and will delete all copies of the same except any copy which Puritas needs to retain or is advised to retain for legal or insurance purposes. This Clause 13.24 does not oblige Puritas to delete any Personal Data in relation to which it is the Controller. 

The nature and the purpose of Puritas Processing the Customer Personal Data:

The Processing of the Customer Personal Data in order to provide the Services under the Agreement.
The types of Personal Data to be Processed by Puritas for the Customer:

Individuals to whom Customers provide fund administration services

Reference
Full name
Short Name
Date Of Birth
Nationality
Residency
Domicile
Country of Birth
Place of Birth
Occupation
Employer
Taxpayer Identification Number
National Insurance Number
Address
Politically Exposed Person (PEP)
PEP Reason
PEP Classification

The name, email address, phone number, job title, password and other means of identifying or authenticating Users

Information relating to Users’ use of the Services collected via cookies 

The categories of Data Subjects whose Personal Data will be Processed by Puritas for the Customer:

Investors – holders of investor shares in the Fund, former holders of shares in the Fund, applicants for shares in the Fund
Directors and beneficial owners of the Fund and of the persons set out above
Directors and beneficial owners of the Fund’s service providers
Controlling Persons of the Fund and the Fund’s service providers  Persons who are authorised to give instruction to the Manager on behalf of the Fund.
Individuals to whom Customers provide fund administration services


14.	Agency and Partnership 

Subject to Clause 23, nothing in the Agreement creates or implies a partnership or joint venture between the Puritas and the Customer or authorises any person to act as another’s agent. 

15.	Amendments 

No addition to or modification of any provision of the Agreement will be binding on Puritas or the Customer unless it is recorded in writing and signed by a duly authorised representative of each of Puritas and the Named Customer. The amendment, termination or rescission of the Agreement will not require the agreement or consent of any Affiliate. 

16.	Notices

All notices given by Puritas under the Agreement must be in writing and be sent to the postal address or e-mail address of the Named Customer set out in the Order or any other contact address or e-mail address for notices which the Named Customer designates by notice given to Puritas in accordance with this Clause 16.  Any notice given by the Customer under the Agreement must be given by the Named Customer in writing and sent to Puritas’s registered office from time to time or to [insert Puritas email address], or to any other address or any e-mail address for notices which Puritas designates by notice given to the Named Customer in accordance with this Clause 16.  Any notice must be delivered by hand, by courier, by first class pre-paid post or by e-mail and will be deemed to have been received: if delivered by hand or courier, when delivered; if sent by pre-paid first class post, 72 hours after posting; and if sent by e-mail, on that e-mail being accessible by the intended recipient.

17.	Third Parties

	No one except the Parties has any rights or is entitled to the benefit of the Agreement.  

18.	Entire Agreement

The Agreement sets out the entire agreement and understanding between Puritas and the Customer relating to its subject matter and supersedes all prior oral agreements and agreements in writing, arrangements or understandings between Puritas and the Customer relating to that subject matter. The Agreement prevails over any terms proposed by the Customer, including in or with any Order.

19.	Severance 

If any provision of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of that provision will not affect the other provisions of the Agreement and all provisions not affected by that invalidity or unenforceability will remain in full force and effect.  The Parties will attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves, to the greatest extent possible, the economic, legal and commercial objectives of the invalid or unenforceable provision. 
 
20.	Waiver

No delay by either Party in enforcing its rights under the Agreement, law or in equity, will prejudice or restrict those rights.  No waiver of any right or breach will operate as a waiver of any later right or breach.  Except as expressly provided otherwise in the Agreement, no right, power or remedy conferred by the Agreement or by the law on, or reserved to, either Party is exclusive of any other right, power or remedy available to it, and each of those rights, powers, and remedies is cumulative.

21.	Law and Jurisdiction

21.1	The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by, and the Agreement is to be construed in accordance with, the laws of England and Wales.  The English Courts will have exclusive jurisdiction to deal with any dispute (including any non-contractual claim or dispute) which has arisen or may arise out of, or in connection with, the Agreement or its subject matter or formation, except that Puritas may bring proceedings to protect its Intellectual Property Rights or Confidential Information (or both) in any jurisdiction.

21.2	Details of the Customer’s agent in England and Wales for the service of proceedings are set out in the Order. The Customer irrevocably appoints that person as its agent to receive on its behalf in England or Wales service of any proceedings under Clause 21.1. That service will be deemed completed on delivery to that agent (whether or not it is forwarded to and received by the Customer) and will be valid until such time as Puritas has received prior written notice that that agent has ceased to act as agent for the Customer. If for any reason that agent ceases act as agent for the Customer or no longer has an address in England or Wales, the Customer will immediately appoint a substitute acceptable to Puritas and deliver to Puritas the new agent's name and address within England and Wales.

22.	Assignment

Neither Party may assign the Agreement or its rights or obligations under it (in whole or in part) without first obtaining the other Party’s consent in writing, except that Puritas may assign the Agreement as a whole to any purchaser of its business or to any purchaser of the business of supplying the SaaS, or to any person who acquires the Intellectual Property Rights in any of the Software or the SaaS, and in any of those cases, the Customer will novate the Agreement with the assignee or proposed assignee.

23.	Affiliates

23.1	On Puritas’s written request from time to time, the Named Customer will provide Puritas with a list of the name and registered office address and registered number of each of the Affiliates and a contact person for each of the Affiliates and will certify in writing to Puritas which of the Affiliates is using, and which of the Affiliates has used, any of the Services. 

23.2	The Named Customer and each of the Affiliates will be jointly and severally liable to Puritas for any and all losses, damages, claims and expenses incurred or suffered by Puritas as a result of the act or omission of the Named Customer or any of the Affiliates (or both).

23.3	The Named Customer will make and take, in its own name only, any claim or proceedings against Puritas in connection with any breach of the Agreement, any use made by the Named Customer or by any of the Affiliates of the Software, the SaaS, the Documentation and the Services (or any of them), or their inability to use the Software, the SaaS, the Documentation or the Services (or any of them) and in respect of any representation, statement or tortious act or omission (including negligence) and any other liability of Puritas arising under or in connection with the subject matter of the Agreement. Each of the Affiliates agrees not to make any such claim or take any such proceedings against Puritas. 

23.4	The Named Customer will act on behalf of each of the Affiliates in connection with the Agreement and its subject matter, including in connection with requesting any Support Services and paying Puritas the Fees and the Additional Fees, and reimbursing any expenses.

23.5	Where the Agreement imposes any obligation or restriction on the Affiliates, it is to be interpreted as an undertaking from the Named Customer to Puritas that the Named Customer will ensure or procure that each of the Affiliates complies with that obligation or restriction. 

23.6	The Named Customer will ensure that if a person ceases to Control, be Controlled by, or be under Common Control with, the Named Customer, that person and its employees, officers and members of its contract staff will immediately cease to use the SaaS and it will: destroy and delete all copies of the Documentation in its possession or under its control; and, at Puritas’s request, immediately return to Puritas or destroy any and all Confidential Information of Puritas, but the former Affiliate and its employees will continue to comply with Clause 12 and the Named Customer will continue to be liable to Puritas for any failure by the former Affiliate or any of its employees, officers and members of its contract staff to comply with the Agreement. The Named Customer will, will if so requested by Puritas, certify in writing that any former Affiliate and that Affiliate’s employees, officers and members of its contract staff have complied with this Clause 22.6.

23.7	The Named Customer warrants to Puritas that the Named Customer has full authority to: enter into the Agreement; permit Puritas to enter any premises of any and all of the Affiliates; ensure or procure that each of the Affiliates complies with any and all obligations and restrictions imposed on the Customer by the Agreement;  bring any claim and take any action against Puritas to the exclusion of any and all of the Affiliates in connection with the Agreement or the use of the Software, the SaaS, the Documentation and the Services (or any of them); give Puritas instructions on behalf of each Affiliate in relation to the Processing of Personal Data, and agree to any amendment to, or novation of, the Agreement, in each case without obtaining the consent of any of the Affiliates.