Prestige Terms and Conditions Updated: June 2024 Your use of Prestige is subject to our standard terms and conditions. If you don’t accept the provisions as set out in this agreement then you should not install, access or use this product in any way. Your use of our Solution is subject to these Terms and Conditions and the documents we refer to (as updated by us from time to time) which form a legally binding contract between you and us (the “Agreement”). You should read this Agreement carefully in full before installing, accessing or using our Solution. You indicate that you agree to all the terms of this Agreement from the earliest date you: tick a box or click on a button (or something similar) to signify your acceptance within the Product; email us to confirm your acceptance; pay the Fees to us; or, access or use the Solution. We may update this Agreement at any time and the most recent version can be accessed on the Legal pages of our Website or requested from us. At the end of any subscription or Fixed Term Period you should read the latest version of this Agreement which can be accessed on the Legal Pages of our Website or obtained from us. You will be deemed to accept all updates and changes to this Agreement from and including your Renewal Date by: continuing to access or use the Solution after expiration of your current subscription or Fixed Term Period; paying the current subscription or paying the Fee for a further Fixed Term Period; or, by keeping the Product installed for longer than seven days after your Renewal Date. If you don't accept this Agreement, you should immediately contact us. You should not access or use the Solution (or any part of it) in any way and permanently delete the Product from all computers it has been installed on as soon as possible and in any event within seven days of initial installation or your Renewal Date. Once you have notified us that you do not accept this Agreement, we or they may need to verify that you have permanently deleted it and we or they will contact you to discuss this. 1 Definitions 1.1 In this Agreement, these words have the following meanings: “Authorised Users” – your employees, agents, contractors and advisers that are permitted to access the Solution and you assume responsibility for; “Confidential Information” - information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information in clause 14 including without limitation Customer Data; “Customer Administrator”- the individual designated as the customer administrator as part of the Product sign-up who manages your use of the Solution; “Customer Data” – shall mean the data, information or material provided, inputted or submitted by you or on your behalf into the Services, which may include data relating to your customers and/or employees; “Customer Personal Data” – has the meaning set out in Clause 7.1; “Data Protection Laws” - means all applicable EU laws and regulations governing the use or processing of Personal Data, including (where applicable) the European Union Directive 95/46/EC (until and including 24 May 2018), the GDPR (from and including 25 May 2018) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time; “Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; where the purposes and means of such Processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law; “Data Processor” a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Data Controller. “Data Retention Period” – the period of 30 days from and including the effective date of termination of this Agreement; “Documentation” – the documentation and information made available to you by us (for example our invoices, service or product brochures, information on our Website, technical and user guides including guidance as to minimum system requirements) from time to time which describe the Solution , Fees, payment and user instructions, but excluding marketing and sales literature; Effective Date” – the date we accept your order for the Solution; “Initial License” – This permits you to access the Product only; “Monthly Subscription License” – This permits you to use the Solution for the monthly subscription Licence Period; “Initial Licence Fee” – the fees payable to us in respect of the Initial Licence. “Monthly License Fee” – the fees payable to us monthly in respect of the monthly subscription Licence; “Monthly subscription Licence Period” – in respect of a monthly subscription Licence, a single calendar month (as confirmed in the Documentation) from and including the Effective Date or any Renewal Date; “Fees” – the fees payable by you to us as provided in clause 11, at the agreed intervals for the Solution as set out in the Documentation together with the Read Only Licence Fee; “GDPR” - means EU General Data Protection Regulation 2016/679; “Group” – in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company; “Group Company” – in relation to a company any member of its Group; “Licence Period” the length of time for which you may use the Solution, from and including the Effective Date, which shall be in the case of monthly subscription licence, the single monthly subscription Licence Period; “Modules” – the component Product modules you purchase a subscription for as described in the Documentation; “Personal Data” - means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. “Privacy Notice” – means PCM’s privacy notice posted on www.pcmuk.net (or such other URL as PCM may notify to you) and which may be amended by PCM from time to time; “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction and “Process”, “Processed” and “Processes” shall be construed accordingly; “Product” – the Prestige package comprised of the Modules as described in the Documentation, including any Updates or Upgrades issued by us during the term of this Agreement (where applicable); “Solution” the provision by us to you of the Product and Services; “Supervisory Authority” means an independent public authority which is established under applicable Member State law and which concerns itself with the Processing of Personal Data; “Updates” – a permanent fix to a known problem in the Product or due to a change to legislation released by us from time to time; “Upgrades” – a major revision to the Product which adds new or different functions or capabilities released by us from time to time which is either: (a) released by us free of charge, or (b) offered for purchase in the normal course of our business; “us” “we” “our” “PCM”– PCM Consulting Limited (company registration number 02795628, VAT number GB 769414104, registered office: South Park Studios, 88 Peterborough Road, London SW6 3HH, United Kingdom) if you use the Solution in the United Kingdom. “Website” – www.pcmuk.net if you purchase the Solution in the United Kingdom; and “you” and “your” – the customer who purchases the Solution. 1.2 A reference to a statute, statutory provision or subordinate legislation in this Agreement is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts. 1.3 Words of a technical nature which are not defined in this Agreement shall be construed in accordance with the relevant general usage in the computer software industry in the United Kingdom. 2. The Initial Licence 2.1 The Initial Licence permits you to hold the Product only and does not give you the right to use the Product. 2.2 You must purchase an Initial Licence from us before you can install the Product. 3. The Monthly Subscription Licence 3.1 You must purchase a monthly Licence from us in order to use the Product, which entitles you to receive such updates and upgrades as we may choose to release. 3.2 Where you have purchased a monthly subscription Licence, we will provide you with Technical Support for the Product based on the terms and conditions detailed in the monthly subscription Licence agreement. 3.3 As part of your monthly subscription Licence we may choose to make available or choose to grant you access to different Service packages and your entitlement will be set out in the Documentation. These services are subject to separate terms and conditions and user parameters. In the case of conflict, the terms and conditions that accompany and apply to a particular service or product take precedence over these terms and conditions in relation to your use of that service or product only and you must adhere to the user parameters specified for that particular service or product offering. 4. The Product 4.1 We grant a non-exclusive non-transferable licence to you to use the object code of the Product in accordance with this Agreement and the Documentation. You must not use or try to use the Product in any way which we have not permitted. 4.2 To activate the Product initially and on each Renewal Date (where applicable) you may need to enter an activation code and/or your Customer Account Number and Serial Number. We will provide these details to you following receipt of a signed copy of your registration information. You acknowledge and agree that we will use this information in accordance with clause 7 of this agreement. 4.3 You agree to use the Product strictly in accordance with this Agreement. Except to the extent permitted by law, you must not: 4.3.1 change the Product, take it apart or permit others to do so without our permission; 4.3.2 save as otherwise set out in this Agreement, copy any part of the Product or allow anyone else to do so, except this clause does not limit, however, your ability to take multiple copies of your Customer Data (which we encourage you to do) or to take a back-up copy of the software for security purposes. If you require a copy of the Product for back-up or disaster recovery purposes you must acquire a separate disaster recovery licence from us; or 4.3.3 use or copy (no matter how much is copied) the whole or any part of the Product, operating logic or underlying database structure for incorporation into or the development of any software or other product or technology. 4.4 If you use the Product outside of the UK, you need to make sure you comply with any applicable legal and legislative requirements. 4.5 You are permitted to use the Product with a mobile device, however, it is likely that you will need a further software application (commonly referred to as an “app”) to do so, for which you may incur additional fees. You are responsible for obtaining and maintaining any third party software, services and/or hardware to enable you to obtain mobile access as well as charges for data usage and connectivity. When using the Product with a mobile device you must continue to adhere to this Agreement and any additional terms and conditions accompanying the app. If you obtained the app from us and it is not accompanied by terms and conditions, this Agreement will also apply to your use of the app. 4.6 The Product may include technology that enables us to: 4.6.1 ensure no more than the specified number of Authorised Users can use the Product at any one time; 4.6.2 check specific information directly relevant to your use of the Product contained in your computer against our records to make sure the Product is being used in accordance with this Agreement and to troubleshoot any problems; 4.6.3 collect information about how you and your Authorised Users use the functions or the features of the Product; 4.6.4 gather statistical information about the operating system and environment on which the Product is installed; By accepting this Agreement you are giving us your informed consent to use this information for our own business purposes and in accordance with our Privacy Notice. 4.7 With the Product you may receive other software which is not owned by us (for example database software) or third party services. If so, you agree to comply with any licence agreement which accompanies that other software or any applicable terms and conditions of service. If there is no licence agreement with that other software, this Agreement shall apply to your use of that other software. You also agree to comply with any other requirements about using that other software which we tell you about from time to time. The owners of that other software keep all relevant rights (including copyright and other intellectual property rights) and ownership in their own software and all copies of it. 4.8 You may let someone else (for example a managed/outsourced/hosted services provider) install the Product (excluding any third party products or services covered under clause 4.7) so that they can provide managed/ outsourced/hosted services only to you using your copy of the Product, so long as: (a) you do not install it as well, and (b) they have confirmed to you in writing that they will comply with this Agreement, in particular that they will only provide and manage access to your own users as described in clause 5.1 and not use it for any other purpose. If you do let someone else install the Software in this way, you remain responsible to us for your and their compliance with this Agreement and you must, at your own cost, take any corrective action as directed by us. You should be aware that we have not tested the Software (and any related materials) for use other than directly by you in accordance with our operating instructions. 4.9 Save as set out in clause 4.8, you must not allow anyone else to use, access, distribute or exploit the Product in any way. For example you may not use the Product to provide services to others (sometimes called bureau services) or to permit anyone else other than your Authorised Users to have remote access to the Product (sometimes called hosted or ASP services). 5 User Parameters 5.1 The Product must only be used: 5.1.1 for your (and, provided you have paid the relevant fees, your Group Company’s) legitimate internal business purposes with your own information or the demonstration data supplied with the Product; 5.1.2 for the number of Authorised Users (whether named or concurrent) as set out in the Documentation (you must not allow any other person or organisation to use the Product). You understand and agree that the the number of Authorised Users may differ per Module; 5.1.3 on one computer if your licence if for a single user; and 5.1.5 on one Installation, provided that you may use the Product on a network. 5.2 You can change the number of Authorised Users permitted to access a Module or purchase additional Modules at any time by contacting us. If you cancel a Module or reduce the number of Authorised Users you will not be entitled to a refund but your Fees will be reduced with effect from your next Renewal Date. 6 Technical Product Support 6.1 We will provide technical support on the Product to you in accordance with the terms and conditions of support in set out in this agreement. 6.2 We do not provide technical support for problems: 6.2.1 caused by using the Product in any way not described in the Documentation (for example making direct changes to the Product’s database); and 6.2.2 which do not directly relate to the performance of the Product itself, for example problems which relate to: (a) the administration and maintenance of a computer system or network; or (b) the way in which the Product was set up by you. 6.3 At our absolute discretion, we may provide technical support for the Product in a virtualised Windows environment provided the environment is running a version of Windows that we support. It is not practical or feasible for us to test the Product on all virtualised platforms, however, and if you use the Product in this way you do so at your own risk. We may require issues to be reproduced in a standard (non-virtualised) environment by you and any defects relating to the running of the Product in a virtualised environment would not be addressed by us. 6.4 We reserve the right to discontinue the provision of support and/or maintenance of the Solution (or any version of it) at any time and to also provide to you (in substitution of the Software) replacement software which fulfils the same or similar functions. 7 Data Protection 7.1 For the purposes of this Agreement, the parties agree that you are the Data Controller in respect of Personal Data contained within Customer Data (“Customer Personal Data”) and as Data Controller, you have sole responsibility for its legality, reliability, integrity, accuracy and quality. 7.2 You warrant and represent that: 7.2.1 you will comply with and will ensure that your instructions for the Processing of Customer Personal Data will comply the Data Protection Laws; 7.2.2 you are authorised pursuant to the Data Protection Laws to disclose any Customer Personal Data which you disclose or otherwise provide to us regarding persons other than yourself; 7.2.3 you will where necessary, and in accordance with the Data Protection Laws, obtain all necessary consents and rights and provide all necessary information and notices to Data Subjects in order for: 7.2.3.1 you to disclose the Customer Personal Data to us; 7.2.3.2 us to Process the Customer Personal Data for the purposes set out in this Agreement; and 7.2.3.3 us to disclose the Customer Personal Data to: (a) our agents, service providers and other companies within the PCM group of companies; (b) law enforcement agencies; (c) any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and (d) any other person who has a legal right to require disclosure of the information, including where the recipients of the Customer Personal Data are outside the European Economic Area. 7.3 To the extent that PCM Processes any Customer Personal Data, the terms of Exhibit A shall apply and the parties agree to comply with such terms. 7.4 Where, and to the extent we Process your Personal Data as a Data Controller in accordance with our Privacy Notice, we shall comply with all Data Protection Laws applicable to us as Data Controller. 7.5 You agree that we may record, retain and use Customer Data generated and stored during your use of the Service (including Customer Personal Data, which we shall Process as Data Controller as set out in our Privacy Notice, on the basis of our legitimate business interests), in order to: 7.5.1 deliver advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of Services; 7.5.2 carry out research and development to improve our, and our Affiliates’, services, products and applications; 7.5.3 develop and provide new and existing functionality and services (including statistical analysis, benchmarking and forecasting services) to you and other PCM customers; 7.5.4 provide you with location based services (for example location relevant content) where we collect geo-location data to provide a relevant experience, provided that PCM shall only record, retain and use the Customer Data and/or Process Customer Personal Data on a pseudonymised basis, displayed at aggregated levels, which will not be linked back to you or to any living individual. If at any time you do not want us to use Customer Data in the manner described in this clause 7.5, please contact us at the email address set out in the Privacy Notice. 8 Third Party Providers You acknowledge that you may purchase selected third party products and/or services which integrate with the Solution from Third Parties and acknowledge that the Solution may enable or assist you to submit data to, access the website content of, correspond with, and purchase products and services from third party interfaces and that you do so solely at your own risk. We make no warranty, promise, guarantee, representation or other commitment and will have no liability or obligation whatsoever in relation to the submission of data, content or use of, or correspondence with, any such third parties, any transactions completed, or any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party interface is between you and the relevant third party, and not us. We recommend that you refer to the third party’s terms and conditions prior to using the relevant third party website and services. We do not endorse or approve any third party service, website or interface, nor the content of any of the third party website made available via the Solution. 9 Your Obligations You agree to: 9.1 pay the Fee to us when due in accordance with clause 11; 9.2 provide us with: 9.2.1 all necessary co-operation in relation to this Agreement; and 9.2.2 all necessary access to such information as we may reasonably require in order to provide the Solution, including but not limited to Customer Data, security access information and configuration services; 9.3 comply with all applicable laws and regulations in respect of your activities under this Agreement; 9.4 carry out all your obligations under this Agreement in a timely and efficient manner. We will not be responsible for any delay in the provision of the Solution as a result of any third party act or omission; 9.5 ensure that the Authorised Users use the Solution in accordance with this Agreement and you will be responsible for any Authorised User’s breach of this Agreement; 9.6 notify us in writing of any defect or alleged defect in the Solution within five days of the date you become aware of it; and 9.7 ensure that your network and systems comply with the systems requirements publicised by us from time to time. 10 Our Obligations and Guarantees 10.1 We warrant that: where you have purchased an Monthly subscription licence, the Solution will perform substantially in accordance with the Documentation (where utilised in accordance with our operating instructions) and will be provided with reasonable care and skill. This warranty only applies so long as you use the Solution in accordance with our operating instructions (for example, the Documentation). If you notify us in writing, that the Solution does not perform substantially in accordance with the Documentation and this non-performance is material to your use of the Solution, we will try to replicate and verify that non-performance. If we are able to replicate and verify it, we will in our sole discretion either issue an Update or Upgrade to correct the situation, or (if we do not issue Replacement Software), refund you the Fee you paid for the year in which you first notified us of the non-performance, in which case this Agreement will automatically terminate with immediate effect. 10.2 We: 10.2.1 do not warrant that your use of the Solution will be uninterrupted or error-free, or that the Solution, Documentation and/or the information obtained by you through the Solution will meet your requirements or produce particular outcomes or results (irrespective of whether you informed us about how you intend to use the Solution at the point of purchase); and 10.2.2 are 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 you acknowledges that the Solution may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 11 Charges and Payment 11.1 You are responsible for paying all Fees to us. Fees may fluctuate depending on changes in the Modules you select, Authorised Users numbers, and your usage of the Solution. For the purposes of clause 14.2.1 failure to pay the Fees when due constitutes a material breach of this Agreement. 11.2 If we have not received payment of the applicable Fees 30 days after the date of our invoice, without prejudice to our other rights of remedies: 11.2.1 we may, without liability to you, disable your password, account and access to all or part of the Solution or disable certain functionality and we will be under no obligation to provide any or all of the Solution to you whilst the invoice(s) concerned remain unpaid; 11.2.2 contact you directly to discuss payment of outstanding invoice(s); and 11.2.3 interest will accrue on such overdue amounts at an monthly subscription rate equal to 4% over the then current base lending rate of The Bank of England at the date the relevant invoice was issued for invoices in Pounds Sterling and 4% over the then current EURIBOR at the date the relevant invoice was issued for invoices in Euros, commencing on the date of invoice and continuing until fully paid, whether before or after judgment. 11.3 All amounts and fees stated or referred to in this Agreement are: 11.3.1 payable in pounds sterling if you use the Solution in the United Kingdom or another currency if you are invoiced in that currency; 11.3.2 subject to clause 15.4.2, non-cancellable and non-refundable; 11.3.3 exclusive of value added tax (or applicable sales tax) which will be added to our invoices at the appropriate rate. 11.4 We will be entitled to increase the Fees at any time to take effect on your next payment date on reasonable notice to you. 12 Proprietary Rights 12.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Solution and the Documentation. Except as expressly stated, this Agreement does not grant to you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Solution or the Documentation and any copies made by you. 12.2 We confirm that we have all the rights in relation to the Solution and the Documentation that are necessary to grant you the rights under and in accordance with the terms of this Agreement. 12.3 If the Product was provided to you on a disk (or other physical media) you own that disk or media from the date you pay your first Fee but you do not own the software and intellectual property rights recorded on that disk or media. 13 Confidentiality 13.1 Both parties may have access to Confidential Information from the other in order to perform obligations under this Agreement. Confidential Information will not be deemed to include information that: 13.1.1 is or becomes publicly known other than through any act or omission of the receiving party; 13.1.2 was in your or our lawful possession before the disclosure; 13.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; 13.1.4 is independently developed by the receiving party without access to the Confidential Information and which can be shown by written evidence; or 13.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 13.2 Both parties will hold the other's Confidential Information in confidence and, unless required by law, will 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. 13.3 Both parties will 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. 13.4 This clause 13 will survive termination of this Agreement, however arising. 14 Indemnity 14.1 You will defend, indemnify and hold us harmless 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 your use of the Solution, provided that: 14.1.1 we give you prompt notice of any such claim; 14.1.2 we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and 14.1.3 you are given sole authority to defend or settle the claim. 14.2 We will defend you, your officers, directors and employees against any claim that the Solution infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and will indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that: 14.2.1 you give us prompt notice of any such claim; 14.2.2 you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and 14.2.3 we are given sole authority to defend or settle the claim. 14.3 In the defence or settlement of any claim, we may procure the right for you to continue using the Solution, replace or modify the Solution so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on reasonable notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you. 14.4 In no event will we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on: 14.4.1 a modification of the Solution by anyone other than us; or 14.4.2 your use of the Solution in a manner contrary to the instructions given to you by us; or 14.4.3 your use of the Solution after notice of the alleged or actual infringement from us or any appropriate authority. 14.5 The foregoing states your sole and exclusive rights and remedies, and our (including our employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality. 15 Limitation of Liability 15.1 This clause 15 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you: 15.1.1 arising under or in connection with this Agreement; 15.1.2 in respect of any use made by you of the Solution and Documentation or any part of them; and 15.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. 15.2 Except as expressly and specifically provided in this Agreement: 15.2.1 you assume sole responsibility for results obtained from the use of the Solution by you, and for conclusions drawn from such use; and 15.2.2 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. 15.3 Nothing in this Agreement excludes our liability for: 15.3.1 death or personal injury caused by our negligence; 15.3.2 fraud or fraudulent misrepresentation; or 15.3.3 any other matter we cannot limit or exclude under applicable law. 15.4 Subject to clause 15.2 and clause 15.3: 15.4.1 we will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for: 15.4.1.1 any loss of profits, loss of business, lost working time, depletion of goodwill, and/or similar losses or loss or corruption of data or information; or 15.4.1.2 any special, indirect, incidental or consequential loss, costs, damages, charges or expenses however arising under this Agreement including without limitation fines or penalties levied by any relevant authority or claims from third parties; and 15.4.2 our total aggregate liability in contract (including in respect of the indemnity at clause 15.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to the total Fees paid to us by you in the 12 calendar months immediately preceding the date on which the claim arose. 15.5 You agree that the limitations set out in this clause 15 and restrictions in this Agreement are reasonable because they reflect the fact that: 15.5.1 we cannot control how and for what purpose you use our Solution; 15.5.2 we have not developed the Solution specifically for you; and 15.5.3 although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure there are no problems in the Product or provision of Services. If you believe you could experience anything that we have told you we will not be responsible for we recommend you consider obtaining insurance cover. 15.6 In the event that you wish to bring a claim or other civil proceeding arising out of or in connection with this Agreement that also involves any of your Group Companies, you represent and warrant to us that the involvement of any of your Group Companies in such a claim or proceeding shall not give rise to any increase in or multiplication of any cap placed on our liability. 16 Term and Termination 16.1 Where you have purchased an Monthly subscription licence, this Agreement will, unless otherwise terminated in accordance with this Agreement or as provided in this clause 16, continue for a 12 month Period and thereafter automatically renew Subject to clause 11.2 on each Renewal Date for a further 12 month Period until either: in respect of any Product 16.1.1 we receive not less than 90 days written notice from you to terminate this Agreement, such notice to expire no earlier than the last day of your current Monthly subscription Licence Period; or 16.1.2 we serve not less than three calendar months written notice on you, such notice to expire no earlier than the last day of your current Monthly subscription Licence Period. 16.2 You will not be allowed to use the Solution after the Monthly subscription Licence Period ends unless we extend your right to use it. You may end this Agreement at any time by serving notice (as in clause 16.1.1) in writing to us. Such termination will mean all sums owed to us become immediately due and you will not be entitled to a refund. 16.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement immediately without liability to the other if: 16.3.1 the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or 16.3.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or 16.3.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or any arrangements are made or notices are served pursuant to the Personal Insolvency Act 2012; or 16.3.4 a receiver is appointed over any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or 16.3.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or 16.3.6 the other party ceases to trade or ceases to exist; or 16.3.7 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. 17 Effect of Termination 17.1.1 On termination of this Agreement for any reason: all licences granted under this Agreement will immediately terminate and you will uninstall the Product and cease use of the Solution. If requested by us, you will return all copies of the Product and certify in writing your compliance with this clause; 17.1.2 each party will return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and 17.1.3 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will not be affected or prejudiced. 17.2 No matter how this Agreement ends, your Customer Data remains your data and you are entitled to extract it from the Product before the end of this Agreement. However, your failure to extract your Customer Data will not prevent this Agreement ending. 18 General Terms 18.1 If you have purchased a licence which allows your Group Companies to use the Product, you will ensure that those Group Companies are notified of and understand their rights and obligations in respect of the Product and you shall ensure that all your Group Companies Use the Product in accordance with the terms of this Agreement. You understand and agree that any act or omission of your Group Companies shall be deemed to be your act or omission and that you shall have in place appropriate measures including, but not limited to, organisational and technical measures to ensure that your Group Companies are aware of any comply with the terms of this Agreement. If you become aware of any breach of the provisions of this Agreement by you or your Group Companies you must notify us immediately in writing of the breach and you must, at your own cost, take any corrective action as directed by us. 18.2 Save as provided in clause 14.2.1, any notice required to be given under this Agreement will be sent by email to us at sales@pcmuk.net or to you at the email address you provide to us at the point of registration for the Customer Administrator, or such other email address as either party provides during the term of this Agreement. Notices will be deemed to have been received on successful transmission of such emails. 18.3 We will not be liable to you for any failure to perform or for any delay in performance under this Agreement to the extent such non-performance or delay is caused by any circumstances beyond our reasonable control, provided that if any period of failure or delay continues for more than 90 days you will be entitled to terminate this Agreement by notice in writing to us. 18.4 If a court or similar body decides that any wording in this Agreement cannot be enforced, that decision will not affect the rest of this Agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted. 18.5 Any failure by us to enforce any of the terms of this Agreement will not be construed as a waiver of our rights and remedies which are cumulative and are not exclusive of any rights and remedies provided by law. 18.6 This Agreement and all up to date Documentation constitute the entire agreement between you and us relating to the Solution, and replaces all documents, information and other communications (whether spoken or written) between us on this subject. We both acknowledge and agree that in entering into this Agreement neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. 18.7 This Agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this Agreement at any time without your consent. 18.8 Nothing in this Agreement is intended to or will operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party will 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). 18.9 PCM Partners are independent of us and not appointed or authorised by us as our employee, agent or subcontractor. These businesses have no authority (either explicit or implied) to enter into contract or grant any licence or provide any representation, warranty, condition or guarantee with or to you on our behalf, or otherwise commit us to any obligations. We are not responsible for any modifications or mergers made to the Product by any PCM Partners or any third parties and we are not obliged to provide support for such. 18.10 If you use the Solution in the United Kingdom, this Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and construed in accordance with the laws of England and we both agree that the English courts will be the only courts that can decide on legal disputes or claims about this Agreement.