This agreement is dated: 10/12/2018

Parties
(1)	GLASSWALL SOLUTIONS LIMITED incorporated and registered in England and Wales with company number 05573793 whose registered office is at 18a St James’s Place, London SW1A 1NH, England  (Glasswall) 
(2)	Your company (Customer) 
BACKGROUND
(A)	Glasswall has developed email security software, known as “Glasswall FileTrust™ for Email” which it makes available to its customers via the internet as a service on a subscription fee basis.
(B)	The Customer wishes to use Glasswall's service in its business operations.
(C)	Glasswall has agreed to provide and the Customer has agreed to receive and pay for Glasswall's service subject to the terms and conditions of this agreement.
Agreed terms
1.	Definitions and Interpretation
1.1	The following definitions and rules of interpretation shall apply in this Agreement:
	Agreement means the main body of this agreement and its schedules as each may be amended from time to time in accordance with its terms;
	Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Service and the Service Documentation;
	Authorised User Terms of Use means the terms of use as specified at [insert description or web page] from time to time, which each Authorised User is required to comply with if they wish to use the Service;
	Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business;
	Change of Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls and controlled shall be construed accordingly;
	Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.6 or clause 9.7;
	Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures shall each have the meanings given to those terms in the Data Protection Legislation;
	Customer Data means the [information and data uploaded by the Customer or by its Authorised Users or Glasswall on the Customer's behalf in connection with the Customer’s use of the Service, including emails, the contents of emails, attachments to emails and details of senders and recipients of emails; 
	Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
	Effective Date means the date of this Agreement as first set out above;
	Force Majeure Event means any act or event beyond a party’s reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of that party or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors; 
	Initial Term means the period of one year
	Intellectual Property Rights means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
	Normal Business Hours means [8.00 am to 6.00 pm] local UK time, each Business Day;
	Renewal Period means the period described in clause 11.1;
	Service Documentation means the document(s) made available to the Customer by Glasswall online via [INSERT WEB ADDRESS] or such other web address notified by Glasswall to the Customer from time to time which, subject to clause 2.5,  sets out a description of the Service and the user instructions for the Service;
	Service means the service known as “Glasswall FileTrust™ ATP for Email” service, as more particularly described, subject to clause 2.5, in the Service Documentation;
	Software means the software application developed by Glasswall, certain use of which is made available by Glasswall to the Customer as part of the Service;
	Subscription Fees means the subscription fees payable by the Customer to Glasswall for the User Subscriptions, as set out in paragraph 1 of Schedule 1;
	Term means the Initial Term together with any subsequent Renewal Periods;
	Support Services means the support services in relation to the Service as further described at [INSERT WEB ADDRESS] and which may be amended by Glasswall at its sole and absolute discretion from time to time;
	User Subscriptions means the user subscriptions purchased by the Customer pursuant to clause 6.1 which entitle Authorised Users to access and use the Service and the Service Documentation in accordance with this Agreement; and
	Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2	Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3	A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality), and a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4	Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 
1.5	A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision and, in each case, shall be a reference to the same as it may be amended and in force from time to time.
1.6	A reference to writing or written includes e-mail, but not fax.
1.7	Any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.
2.	Provision of the Service
2.1	Glasswall shall, during the Term, provide the Service and make available the Service Documentation to the Customer on and subject to the terms of this Agreement.
2.2	Glasswall shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for during:
(a)	scheduled maintenance which Glass wall shall use reasonable endeavours to carry out during the maintenance window of [10.00 pm to 2.00 am UK time]; 
(b)	emergency maintenance; and
(c)	downtime caused in whole or in part by a Force Majeure Event.
2.3	Glasswall shall use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for emergency maintenance or any downtime caused in whole or in part by a Force Majeure Event.
2.4	Glasswall shall [and at no additional cost to the Customer OR and in consideration of the support fees set out in Schedule 1], provide the Customer with the Support Services during Normal Business Hours. [The Customer may purchase enhanced support services separately at Glasswall's then current rates.]
2.5	The Customer acknowledges that Glasswall shall be entitled to modify the features and functionality of the Service as part of its ongoing development of the Software and Service. The Supplier shall use reasonable endeavours to ensure that any such modification does not adversely affect the Customer’s use of the Service.
3.	Glasswall warranties
3.1	Glasswall warrants to the Customer that
(a)	Glasswall has the right, power and authority to enter into this Agreement and grant to the Customer the rights contemplated in this Agreement and to supply the Service;
(b)	the Service and any Support Services will be provided with reasonable skill and care; and
(c)	subject to clause 2.5, the Service will be provided in accordance in all material respects with the description of the Service provided in the Service Documentation.
3.2	Glasswall does not warrant or represent that the Service will be free from errors and interruptions and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service and Service Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities
3.3	The warranties in this clause are subject to the Customer giving notice to Glasswall as soon as it is reasonably able upon becoming aware of the breach of warranty. When notifying Glasswall of a breach the Customer shall use all reasonable endeavours to provide Glasswall with such documented information, details and assistance as Glasswall may reasonably request.
3.4	Glasswall will not be liable under this clause or be required to remedy any problem arising from or caused by:
(a)	the Customer’s use of the Service or Support Services in a manner other than as directed by Glasswall; or 
(b)	any modification or alteration of the Service by any party other than Glasswall or Glasswall's duly authorised contractors or agents.
3.5	The Customer acknowledges and agrees that:
(a)	Glasswall is not and cannot be aware of the extent of any potential loss resulting from any failure by Glasswall to discharge its obligations under this Agreement;
(b)	the Service has not been designed to meet the Customer’s individual requirements and cannot be tested in every operating environment; and
(c)	it is the Customer’s responsibility to ensure the facilities and functions of the Service meet the Customer’s requirements and will not cause any error or interruption in the Customer’s own software or systems.
3.6	If, subject to clause 2.5, the Service is not provided in accordance in all material respects with the description of the Service provided in the Service Documentation, Glasswall will, at its own expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of clause 3.1(c).
4.	Use of the Service
4.1	Subject to the payment by the Customer of the Subscription Fees and its compliance with the terms and conditions of this Agreement, Glasswall hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, for the Term to permit the Authorised Users to use the Service.
4.2	The Customer warrants and represents that:
(a)	the maximum number of Authorised Users that it authorises to access and use the Service and the Service Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b)	it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Service or Service Documentation. If the Customer or Glasswall identify that any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify Glasswall immediately;
(c)	it shall maintain a written, up to date list of current Authorised Users and provide such list to Glasswall within [5] Business Days of Glasswall's written request and shall contact Glasswall if updates to any list of Authorised Users given to Glasswall are required, including when Authorised Users cease to be employed or engaged by the Customer; and
(d)	it shall, and ensure that Authorised Users shall, keep confidential and, except as provided for in this Agreement, not share with any third party their password or access details provided to facilitate access to the Service.
4.3	The Customer shall not, during the course of its use of the Service, access, store, distribute or transmit any material that:
(a)	is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, or which promotes any such activity;
(b)	is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(c)	facilitates illegal activity or is otherwise illegal or causes damage or injury to any person or property.
4.4	The Customer shall not:
(a)	except to the maximum extent permitted by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(i)	attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Service or Service Documentation in any form or media or by any means; 
(ii)	attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; 
(b)	access or use any part of the Software, Service or Service Documentation in order to build a product or service which competes with the Service or any part of the Service;
(c)	use the Service or Service Documentation to provide any services to third parties; and
(d)	subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Service Documentation available to any third party except the Authorised Users.
4.5	The Customer shall:
(a)	ensure the Service is only used in connection with the Customer’s own internal business purposes
(b)	provide Glasswall with:
(i)	all necessary co-operation in relation to this Agreement; and
(ii)	all necessary access to such information as may be required by Glasswall;
in order to provide the Service, including but not limited to Customer Data, security access information and configuration services;
(c)	without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(d)	carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Glasswall may adjust any agreed timetable or delivery schedule as reasonably necessary;
(e)	ensure that the Authorised Users use the Service and the Service Documentation in accordance with the terms and conditions of this Agreement and the Authorised User Terms of Use and shall be responsible for any Authorised User's breach of this Agreement or the Authorised User Terms of Use;
(f)	use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and the Service Documentation and shall promptly notify Glasswall in writing in the event of any such unauthorised access or use;
(g)	obtain and shall maintain all necessary licences, consents, and permissions necessary for it and the Authorised Users to receive the Service;
(h)	ensure that its network, hardware and systems comply with any relevant specifications provided by Glasswall from time to time; and
(i)	be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Glasswall's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
4.6	[The Customer shall not, and shall procure that the Authorised Users shall not, introduce any Virus to the Service or Glassswall’s systems or otherwise disrupt the provision of the Service.]
4.7	Glasswall shall be entitled to monitor usage by all Authorised Users of the Service and the Customer shall permit Glasswall or Glasswall's representative to audit the Customer’s and the Authorised Users’ use of the Service for the purposes of ensuring its and their compliance with this Agreement. 
4.8	An audit pursuant to clause 4.6 may be conducted no more than once per quarter, at Glasswall's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. If any such audits reveal that the Customer has underpaid Subscription Fees to Glasswall, then without prejudice to Glasswall's other rights, the Customer shall pay to Glasswall an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within [10] Business Days of the date of the relevant audit.
4.9	The Customer acknowledges and agrees that any obligation on or agreement by it not to do something includes an obligation on or agreement by it not to allow that thing to be done.
5.	Suspension of access
5.1	Glasswall may suspend access to the Service by the Customer or all or some of the Authorised Users if there has been or Glasswall suspects that there has been any misuse of the Service or any breach of this Agreement (including any non-payment of any Subscription Fees when due), the Authorised User Terms of Use or the Service Documentation.
5.2	Glasswall will notify the Customer or the affected Authorised Users as soon as reasonably practicable after suspending the Service.
5.3	Where the reason for the suspension is suspected misuse of the Service or breach of this Agreement the Authorised User Terms of Use or the Service Documentation, Glasswall will take steps to investigate the issue and may restore or, without prejudice to its other rights and remedies, permanently suspend access at its discretion.
5.4	Where the reason for the suspension is any non-payment of any Subscription Fees when due, access to the Service will be restored promptly after Glasswall receives payment in full and cleared funds.
5.5	Subscription Fees shall remain payable during any period of suspension notwithstanding that the Customer or some or all of the Authorised Users may not have access to the Service.
6.	Customer Data
6.1	The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data. 
6.2	The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for the Term to Glasswall to use the Customer Data to the extent necessary to perform the Service.
6.3	The Customer hereby grants a royalty-free, non-exclusive, perpetual licence to Glasswall to use, modify, commercially exploit and distribute to third parties Customer Data, which Glasswall has aggregated and anonymised.  
6.4	Glasswall shall follow its archiving procedures for Customer Data as set out in its [Back-Up Policy] available at [[INSERT WEB ADDRESS] or such other website address as may be notified to the Customer from time to time], as such document may be amended by Glasswall in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Glasswall shall be for Glasswall to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Glasswall in accordance with the archiving procedure described in its [Back-Up Policy]. Glasswall shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Glasswall to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 6.10).
6.5	Glasswall shall, in providing the Service, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at [INSERT WEB ADDRESS] or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Glasswall in its sole discretion.
6.6	Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
6.7	The parties acknowledge that:
(a)	where Glasswall processes any personal data on the Customer's behalf when providing the Service or performing its obligations under this Agreement, the Customer is the controller and Glasswall is the processor for the purposes of the Data Protection Legislation; 
(b)	the personal data may be transferred, processed or stored outside the EEA, the United Kingdom and/or the country where the Customer and the Authorised Users are located in order to carry out the Service and/or for Glasswall to perform its other obligations under this Agreement.
6.8	Without prejudice to the generality of clause 6.6, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Glasswall for the duration and purposes of this Agreement so that Glasswall may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf.
6.9	Without prejudice to the generality of clause 6.6, Glasswall shall, in relation to any personal data processed in connection with the provision of the Service or the performance by Glasswall of its other obligations under this Agreement:
(a)	process that personal data only on the documented written instructions of the Customer unless Glasswall is required by any applicable law to process personal data. Where Glasswall is relying on such an applicable law as the basis for processing personal data, Glasswall shall promptly notify the Customer of this before performing the processing required by such applicable law unless any applicable law prohibits Glasswall from so notifying the Customer;
(b)	not transfer any personal data outside of the EEA unless the following conditions are fulfilled:
(i)	the Customer or Glasswall has provided appropriate safeguards in relation to the transfer;
(ii)	the data subject has enforceable rights and effective legal remedies;
(iii)	Glasswall complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv)	Glasswall complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(c)	assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d)	notify the Customer without undue delay on becoming aware of a personal data breach;
(e)	at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
(f)	maintain complete and accurate records and information to demonstrate its compliance with this clause 6 and immediately inform the Customer if, in the opinion of Glasswall, an instruction infringes the Data Protection Legislation.
6.10	The parties shall, in relation to any personal data processed in connection with the provision of the Service or the performance by Glasswall of its other obligations under this Agreement, comply with the provisions of Schedule 3 (Model Clauses) in connection with the transfer of any such personal data outside the EEA.
6.11	Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it). 
6.12	The Customer consents to Glasswall appointing [the third parties as set out in its Privacy and Security Policy from time to time] as third-party processors of personal data under this Agreement. Glasswall confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement which Glasswall confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Glasswall, Glasswall shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.
6.13	Glasswall may, at any time on not less than 30 days' notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).
7.	Fees and payment
7.1	The Customer shall pay the Subscription Fees to Glasswall for the User Subscriptions and the fees for the Support Services in accordance with this clause 7 and Schedule 1.
7.2	Amounts payable to Glasswall under this Agreement shall be paid into Glasswall’s nominated bank account by [electronic funds transfer] unless otherwise notified by Glasswall to the Customer in writing.
7.3	[Glasswall shall invoice the Customer:
(a)	on or promptly after the Effective Date for the Subscription Fees payable in respect of the Initial Term; and
(b)	subject to clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within 30 days after the date of such invoice].
7.4	If Glasswall has not received payment in full by the due date, and without prejudice to any other rights and remedies of Glasswall, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of [Glasswall's bankers in the UK] from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
7.5	All amounts and fees stated or referred to in this Agreement:
(a)	shall be payable in pounds sterling;
(b)	are exclusive of value added tax (if any) or any other locally applicable equivalent sales taxes, which is payable by the Customer at the rate and in the manner from time to time prescribed by law and which shall be added to the invoice(s) at the appropriate rate.
7.6	Glasswall shall be entitled to increase the Subscription Fees, the fees payable in respect of any additional User Subscriptions and/or the fees for the Support Services at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.
8.	Glasswall’s Intellectual Property Rights
8.1	The Customer acknowledges and agrees that Glasswall and/or its licensors own all Intellectual Property Rights in the Software, the Service and the Service Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in any Intellectual Property Rights or any other rights or licences in respect of the Software, Service or the Service Documentation.
8.2	To the extent that the Customer acquires any Intellectual Property Rights in the Software, the Service and the Service Documentation, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Glasswall. The Customer shall execute all such documents and do such things as Glasswall may consider necessary to give effect to this clause.
8.3	Glasswall shall defend the Customer, its officers, directors and employees against any claim that the Service or Service Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a)	Glasswall is given prompt notice of any such claim;
(b)	the Customer does not make any admission of liability or agree any settlement or compromise of any such claim without the prior written consent of Glasswall;
(c)	the Customer provides reasonable co-operation to Glasswall in the defence and settlement of such claim, at Glasswall's expense; and
(d)	Glasswall is given sole authority to defend or settle the claim.
8.4	In the defence or settlement of any claim, Glasswall may procure the right for the Customer to continue using the Service and Service Documentation, replace or modify the Service and/or Service Documentation so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on [2] Business Days' notice to the Customer and refund any unused portion of any Subscription Fees already paid.
8.5	In no event shall Glasswall be liable to the Customer to the extent that the alleged infringement is based on:
(a)	a modification of the Service or Service Documentation by anyone other than Glasswall; or
(b)	the Customer's use of the Service or Service Documentation in a manner contrary to the instructions given to the Customer by Glasswall; or
(c)	the Customer's use of the Service or Service Documentation after notice of the alleged or actual infringement from Glasswall or any appropriate authority.
8.6	The provisions of clauses 8.3 to 8.5 shall be the Customer’s only remedies in respect of any claim that the Service or Service Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality.
9.	Confidentiality 
9.1	Each party may be given access to Confidential Information of the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
(a)	is or becomes publicly known other than through any act or omission of the receiving party;
(b)	was in the other party's lawful possession before the disclosure;
(c)	is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d)	is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2	Subject to clause 9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than for the performance of its obligations under this Agreement.
9.3	Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
9.4	A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.5	Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.6	The Customer acknowledges that details of the Service, and the results of any performance tests of the Service, constitute Glasswall's Confidential Information.
9.7	Glasswall acknowledges that the Customer Data is the Confidential Information of the Customer.
9.8	No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9.9	Notwithstanding any of the other provisions of this Agreement, Glasswall may use in its business activities the general ideas, concepts and know-how which may be contained in the Confidential Information to the extent that such general ideas, concepts and know-how form part of the general skill and experience of the Glasswall; or could reasonably have been obtained through the provision of the Services to another customer.
9.10	The above provisions of this clause 9 shall survive any expiry or termination of this Agreement.
10.	Limitation of liability
10.1	Nothing in this Agreement limits or excludes any liability of either party for:
(a)	death or personal injury caused by that party’s negligence; 
(b)	fraud or fraudulent misrepresentation; or
(c)	any other liability which cannot by law be limited or excluded. 
10.2	Subject to clauses 10.1 and 10.3, Glasswall's total aggregate liability in contract [(including in respect of the indemnity at clause 8.3)], tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the [12] months immediately preceding the date on which the event giving rise to the claim arose.
10.3	Subject to clause 10.1, neither party shall be liable to the other for any loss of profits, loss of business, loss of goodwill, loss of actual or anticipated saving, or loss or corruption of data or information, or for any special, indirect or consequential loss.
10.4	Except as expressly provided in this Agreement, 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.
11.	Term and termination
11.1	This Agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: 
(a)	either party notifies the other party of termination, in writing, at least [60 days] before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
(b)	otherwise terminated in accordance with the provisions of this Agreement.
11.2	Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a)	the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than [30] days after being notified in writing to make such payment;
(b)	the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [30] days after being notified in writing to do so;
(c)	the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d)	the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e)	a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f)	an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(g)	the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(h)	a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(i)	a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within [14] days;
(j)	any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(c) to clause 11.2(i) (inclusive);
(k)	the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(l)	there is a Change of Control of the other party.
11.3	On any expiry or termination of this Agreement:
(a)	all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Service and the Service Documentation; 
(b)	each party shall return and make no further use of any equipment, property, Service Documentation and other items (and all copies of them) belonging to the other party;
(c)	Glasswall may destroy or otherwise dispose of any of the Customer Data in its possession, unless Glasswall receives, no later than ten (10) Business days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Glasswall shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Glasswall in returning or disposing of Customer Data; and
(d)	any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
(e)	the rights and obligations of the parties under this Agreement which are intended to continue beyond the termination or expiry of this Agreement (including those under clauses [insert relevant clauses once agreement has been finalised]) shall survive the termination or expiry of this Agreement.
12.	Force majeure
12.1	Neither party shall have any liability to the other party under this Agreement to the extent it is prevented from or delayed in performing its obligations under this Agreement by any Force Majeure Event.
12.2	The party so affected by the Force Majeure Event  shall use all reasonable endeavours to (i) notify the other party if it is so affected by a Force Majeure Event and of its expected duration; (ii) mitigate the extent to which it is so affected by the Force Majeure Event; and (iii) resume the performance of its obligations under this Agreement after it has ceased to be so affected by the Force Majeure Event.
13.	General
13.1	If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.
13.2	No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.3	No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.4	Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
13.5	If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
13.6	If any provision or part-provision of this Agreement is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7	The Customer shall not, without the prior written consent of Glasswall, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
13.8	Glasswall may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
13.9	Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.10	This Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.	Notices
14.1	Notices under this Agreement shall be in writing and sent to a party's address as set out on the first page of this Agreement (or to the email address set out below). Notices may be given, and shall be deemed received:
(a)	by first-class post: [two] Business Days after posting;
(b)	by airmail: [seven] Business Days after posting;
(c)	by hand: on delivery; and
(d)	by email to [address] in the case of [party] and [address] in the case of [party]: on receipt of a delivery confirmation email.
14.2	This clause does not apply to notices given in legal proceedings or arbitration.
15.	Entire agreement
15.1	This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2	Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
15.3	Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
15.4	Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation
16.	Governing law and Jurisdiction
16.1	This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.2	Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).