2. BASIS OF CONTRACT
3. SUPPLY OF SERVICES
5. CUSTOMER OBLIGATIONS
6. UPDATES, UPGRADES, MAINTENANCE AND SUPPORT
7. AVAILABILITY OF THE PLATFORM
9. KYC DOCUMENTS
10. CHARGES AND PAYMENT
11. INTELLECTUAL PROPERTY RIGHTS
12. DATA PROTECTION
13. LIMITATION OF LIABILITY
TERMS AND CONDITIONS:
These Terms and Conditions are a legal agreement between you (the “Customer” as defined below) and Libeo UK Limited. By clicking and agreeing to the statement “I have read and accept the general terms of service” during the registration process and continuing to use the Platform, or the Services you agree to these Terms and Conditions and the licences contained therein. If you do not agree to these Terms and Conditions, you must not accept the above statement and may not download, stream or access the Platform or Services. By accepting these Terms and Conditions, you agree that you wish to use the Platform, and/or the Services, in your business operations.
1.1 The following definitions apply in these Conditions:
Additional Services: means any services other than Services, provided by Libeo to the Client, and as described on the Website (including the addition of more Authorised Users than those included in the Subscription Plan. Additional Services may be subject to payment by the Customer of an additional fee.
Applicable Data Protection Laws: to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Platform.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with 10 and the Subscription Plan.
Commencement Date: has the meaning given in 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with 15.6.
Contract: the contract between Libeo and the Customer for the supply of Services in accordance with these Conditions, including (i) these Conditions, (ii) the Subscription Plan, (iii) the Maintenance Service Description, and (iv) any other Documentation.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 15.3.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or firm who purchases Services from Libeo.
Customer Data: the data inputted by the Customer, Authorised Users, or Libeo on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Customer Default: has the meaning set out in 5.1(g).
Documentation: the documents, including the Subscription Plan, made available to the Customer by Libeo online via www.libeo.io/en or such other web address notified by Libeo to the Customer from time to time which sets out a description of the Services and the user instructions for the Platform.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer Platform, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
KYC Documents: has the meaning given to it in clause 9, and an individual KYC Document shall be construed accordingly.
Libeo: Libeo UK Limited registered in England and Wales with company number 13668590 and a reference to Libeo refers to any other relevant member of the Libeo group as may be required to perform the Services.
Libeo Materials: has the meaning set out in clause 5.1(e).
Libeo Partner: any company authorised to market the Services and to allow access to the Platform for all or part of the Services.
Subscription Plan: the specific subscription plan chosen by the Customer which details the Services being provided as set out on Libeo’s Site: libeo.io/en/pricing, as updated by Libeo from time to time on the Site or as confirmed by Libeo to the Customer in writing by any means. Such specified subscription plan will contain the details pertinent to this Contract including detail of any applicable: (i) Services to be provided, (ii) monthly Charges for those Services, (iii) Authorised Users (and any limits on the amount of Authorised Users), (iv) any support services to be provided (if applicable), (v) any other commercial terms agreed between the parties, and (v) any other documents or terms applicable to the Services.
ModulR: Modulr Finance Limited (company number: 09897957), incorporated in England and Wales with registered office address Scale Space, 58 Wood Lane, London, United Kingdom, W12 7RZ.
Normal Business Hours: 9am - 5pm BST, Monday to Friday.
Platform: the online services platform developed by Libeo and accessible to Authorised Users on the Site after having entered their login details via either (i) app.libeo.io, (ii) the Libeo mobile application, or (iii) the Libeo Partner, or any other software that is supplied to the Customer as part of the Services, including all revised versions and updates howsoever accessed.
Services: the services, including access and use of the Platform and any support services in relation to the Platform, supplied by Libeo to the Customer as set out in the Subscription Plan.
Site: the Site published by Libeo, and accessible at www.libeo.io.
Subscription: the subscriptions purchased by the Customer pursuant to these Conditions and the Subscription Plan, which entitle Authorised Users to access and use the Services and the Platform in accordance with these Conditions.
Subscription Period: each successive 1 month period following the Commencement Date, as more particularly described in clause 14.1.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
Virus: any thing or device (including any Platform, code, file or program) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer Platform, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in Platform and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
Yapily: Yapily Ltd (company number: 10842280), incorporated in England and Wales with registered office address 2 Westland Place, London, United Kingdom, N1 7LP.
1.2 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision
1.3 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.4 A reference to writing or written includes fax and email.
1.5 If there is any conflict or inconsistency between these Conditions and any Documentation, the following order of priority shall apply such that a term contained in a higher document on the list shall take precedence over a term contained in a lower document on the list: (i) these Conditions, (ii) the Subscription Plan, (iii) the Maintenance Service Description, and (iv) any other Documentation.
2. BASIS OF CONTRACT
2.1 The Subscription Plan constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Subscription Plan shall only be deemed to be accepted when Libeo provides access to the Platform at which point, and on which date, the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Libeo, and any descriptions or illustrations contained in Libeo's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by Libeo shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.6 In order to benefit from the Services within the Platform, the Customer must (i) create an account, (ii) provide any information required by Libeo including any KYC Documents, which the Customer guarantees to be true and accurate, and (iii) subscribe to a Subscription.
3. SUPPLY OF SERVICES
3.1 Libeo shall supply the Services to the Customer in accordance with the Subscription Plan and the Documentation in all material respects. Libeo, as the Customer's sole and exclusive remedy, shall promptly correct any event or circumstance resulting in a breach of this clause 3.1.
3.2 Libeo shall use all reasonable endeavours to meet any performance dates agreed in writing between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. Libeo shall use all reasonable endeavours to meet any performance dates agreed in writing between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Libeo reserves the right to amend the Subscription Plan if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Libeo shall notify the Customer in any such event.
3.4 Libeo warrants to the Customer that the Services will be provided using reasonable care and skill.
4.1 Libeo grants to the Customer a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Customer, via rights of access granted to the Customer's Authorised Users, to access and use the Platform solely for Customer's internal business operations. The grant of this right and licence is subject to the Customer's compliance with these Conditions, Subscription Plan, and any other Documents referenced in, or supplied by Libeo to the Customer (all such documents together described as this Contract).
4.2 In relation to the Authorised Users, the Customer undertakes that:
a) the maximum number of Authorised Users that it authorises to access and use the Platform and/or the Services shall not exceed the number agreed in the Subscription Plan, unless the Customer requests additional Authorised Users within the Platform, and pays the relevant Charges. ;
b) it will not allow any unauthorised user to access or use the Platform, nor will it allow an unauthorised user to access the platform via the sign in details of an Authorised User unless such details have 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 Platform;
c) it shall, no more frequently than once per year, permit Libeo or Libeo’s designated auditor to audit the Platform, or use Libeo’s requested software reporting, to verify that the Customer's use of the Services and the Platform does not exceed the number of Subscriptions purchased by the Customer; and
d) if any of the audits referred to above reveal that the Customer has underpaid Libeo for its use of the Platform, then without prejudice to Libeo’s other rights, the Customer shall pay to Libeo, in accordance with clause 10, an amount equal to such underpayment as calculated in accordance with the prices set out in either the Subscription Plan, or Libeo's standard price list.
4.3 The Customer is responsible for all acts and omissions of each Authorised User and any and all use of the Platform using each Authorised User's access credentials.
4.4 The Customer shall not, and shall procure that each Authorised User does not:
a) except to the extent expressly permitted by these Conditions or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, Services or Documentation (as applicable) in any form or media or by any means;
b) except to the extent expressly permitted by these Conditions or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or the Platform;
c) store, access, publish, disseminate, distribute or transmit via the Platform any material which:
i - is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
ii - facilitates illegal activity;
iii - promotes unlawful violence;
iv - is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
v - is otherwise illegal or causes damage or injury to any person or property;
d - access all or any part of the Services, Platform and Documentation in order to build a product or service which competes with the Services or the Platform;
e - use the Platform or the Documentation to provide services to third parties;
f -license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Platform or Documentation available to any third party except the Authorised Users; or
g -attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as provided under this Clause 2.
4.5 To enable Libeo to provide the Services, the Customer grants to Libeo a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Customer Data solely to the extent necessary to provide the Services.
4.6 Unless otherwise specified in the Subscription Plan (as updated or amended from time to time), the Services and the Platform may be provided from any jurisdiction and from more than one jurisdiction at any one time.
4.7 Unless otherwise expressly set out in these conditions, Libeo does not warrant that the Platform is fit for the Customer's purposes, is error free or uninterrupted, or is compatible with any hardware or software not specified in writing. Libeo shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.
4.8 Libeo confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.
4.9 The Customer acknowledges that the Platform has not been developed to meet its individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Platform meet your requirements.
5. CUSTOMER OBLIGATIONS
5.1 The Customer shall:
a) co-operate with Libeo in all matters relating to the Services;
b) provide Libeo, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Libeo;
c) provide Libeo with such information and materials as Libeo may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
e) keep all materials, equipment, documents and other property of Libeo (Libeo Materials) at the Customer's premises in safe custody at its own risk, maintain Libeo Materials in good condition until returned to Libeo, and not dispose of or use Libeo Materials other than in accordance with Libeo's written instructions or authorisation;
f) provide any requested KYC Documents, and ensure that such KYC Documents are complete and accurate in all material respects; and
g) procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Platform. The Customer acknowledges that a failure to do so may impact its use of the Services and the Platform.
5.2 If Libeo's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
a) without limiting or affecting any other right or remedy available to it, Libeo shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Libeo's performance of any of its obligations;
b) Libeo shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Libeo's failure or delay to perform any of its obligations as set out in this 5.1(g); and
c) the Customer shall reimburse Libeo on written demand for any costs or losses sustained or incurred by Libeo arising directly or indirectly from the Customer Default.
6. UPDATES, UPGRADES, MAINTENANCE AND SUPPORT
6.1 Libeo may, from time to time and subject to notifying the Customer in writing in advance, make changes to the Platform to:
a) improve, update or upgrade existing functionality or services;
b) introduce new functionality or services;
c) reflect changes to technology or market practice; or
d) ensure that the Platform remain compliant with all applicable laws, legal obligations or regulations.
6.2 Any such changes shall not result in a material degradation in the Platform or Services for the duration of the term of the Contract.
6.3 Helpdesk, maintenance and support services provided by the Supplier for the Platform are as set out in the Subscription Plan.
7. AVAILABILITY OF THE PLATFORM
7.1 The Platform is designed to be available during Normal Business Hours, subject to any emergency or scheduled maintenance. Scheduled maintenance shall be performed by Libeo outside of Normal Business Hours. Libeo shall use reasonable endeavours to give the Customer advance notice of any emergency maintenance.
7.2 Libeo shall not be 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. The Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.1 Libeo may, without prejudice to any other rights or remedies available to it, suspend the Customer's access to, or use of, the Platform, in whole or in part and on an Authorised User by Authorised User basis, immediately on notice to the Customer if:
a) the Customer has failed to pay any amounts due to Libeo in accordance with Clause 10;
b) the Customer is otherwise in breach of its obligations under this agreement or any Subscription Plan;
c) there is an attack on the Platform used by Customer or if Customer Data is accessed or manipulated by a third party without the Customer's consent;
d) Libeo is required by applicable law to suspend the Customer's access to, or use of, the Platform; or
e) Libeo reasonably believes that the suspension of the Platform is necessary to protect its infrastructure, network or the use of the Platform by other customers because of a threat to the security, integrity or use of the Platform.
8.2 Libeo shall use reasonable endeavours to re-establish or permit access to the Platform as soon as possible following Libeo’s determination that the cause of the suspension has been resolved.
8.3 Libeo shall have no liability whether under this Contract or at law to the Customer for any exercise of its rights pursuant to this Clause 8.
9. KYC DOCUMENTS
9.1 In order to provide the Service, Libeo contracts with a number of service company’s including Libeo Partners (who provide marketing and promotional services to Libeo), Yapily (who provide and/or assist with in Platform pay-by-bank software and application) and ModulR (who provide, assist with and/or enable in Platform payments including by direct debit).
9.2 Given the nature of the Platform and the Services being provided, Libeo, Libeo Partners, Yapily and ModulR may require additional information and documentation, including identity documentation, to allow the opening of an account or to allow access to their services.
9.3 The standard documentation required under this Contract will be:
a) identity documentation of the Customer and any relevant Authorised User, as requested from time to time;
b) the signing (electronically or otherwise) of any service agreement required by Yapily, ModulR, or any other Libeo Partner;
c) any other information necessary for the verifications required by legal and regulatory obligations; and
d) any other information as requested by Libeo, Libeo Partners, Yapily, or ModulR, and as notified to the Customer from time to time, together the “KYC Documents”.
10. CHARGES AND PAYMENT
10.1 Charges for the Services and the Subscriptions shall be calculated on a time and materials basis:
a) the Charges shall be calculated in accordance with Libeo's fee rates, as set out in the Subscription Plan (as updated or amended from time to time), or in the event that no such Charges are specified, in accordance with Libeo’s current price list displayed on its Site: https://libeo.io/en/pricing; and
b) Libeo shall be entitled to additionally charge for any Additional Services or any increases to the number of Authorised Users, such Charges will be calculated in accordance with the Charges agreed between the parties, or in the event that no such Charges are agreed, in accordance with Libeo’s current price list displayed on its Site.
10.2 Libeo reserves the right to increase the Charges, Libeo will use its reasonable endeavours to confirm any such increase to the Customer 1 month prior to any increased Charges taking effect however, all up to date Charges and pricing can be found at https://libeo.io/en/pricing.
10.3 Libeo shall invoice the Customer monthly in advance of the Services being provided.
10.4 Unless agreed otherwise in writing at Libeo’s sole discretion, the Customer shall, on the Commencement Date, set up a direct debit payment with their bank in respect of, and to ensure prompt and regular payment of, the Charges.
10.5 The Customer shall pay each invoice immediately on receipt of the invoice, in accordance with the by direct debit arranged on the Commencement Date. Time for payment shall be of the essence of the Contract.
10.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Libeo to the Customer, the Customer shall, on receipt of a valid VAT invoice from Libeo, pay to Libeo such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
10.7 If the Customer fails to make a payment due to Libeo under the Contract by the due date, then, without limiting Libeo's remedies under 14, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this 10.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
10.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11. INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Libeo.
11.2 The Customer further acknowledges and agrees that Libeo and its licensors own all Intellectual Property Rights in the Platform and the Documentation. Except as expressly stated in these Conditions, these Conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the Documentation.
11.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in 4.1.
11.4 The Customer grants Libeo a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Libeo for the term of the Contract for the purpose of providing the Services to the Customer.
12. DATA PROTECTION
12.1 For the purposes of this clause 12, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
12.2 The parties have determined that, for the purposes of Applicable Data Protection Laws, Libeo shall act as processor of the Customer Data.
12.3 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
12.5 Without prejudice to the generality of clause 12, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Data to Libeo, and/or the lawful collection of the same by Libeo, for the duration and purposes of this Contract.
12.6 Without prejudice to the generality of clause 12, Libeo shall, in relation to Customer Data:
a) Process that Customer Data only on the documented instructions of the Customer, which shall be to process the Customer Data for the purposes of providing the Services and the Customers complete use of the Platform, unless Libeo is required by any applicable laws to otherwise process that Customer Data. Where Libeo is relying on any applicable laws as the basis for processing Customer Data, Libeo shall notify the Customer of this before performing the processing unless it is otherwise prohibited.
b) Inform the Customer if, in the opinion of Libeo, the instructions of the Customer infringe Applicable Data Protection Laws.
c) Implement the technical and organisational measures to protect against unauthorised or unlawful processing of Customer Data and against accidental loss or destruction of, or damage to, Customer Data, which the Customer has reviewed and confirms are 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.
d) Assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Libeo), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
e) Notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Data.
12.7 The Customer hereby provides its prior, general authorisation for Libeo to:
a) Appoint sub-processors to process the Customer Data, provided that Libeo shall ensure that the terms on which it appoints such sub-processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Libeo under these Conditions.
b) Transfer Customer Data outside of the UK as required for the purpose, provided that Libeo shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Libeo, including any request to enter into standard data protection clauses adopted by the the UK Information Commissioner from time to time.
13. LIMITATION OF LIABILITY
13.1 Except as expressly and specifically provided in these Conditions:
a) The Customer assumes sole responsibility for results obtained from the use of the Platform by the Customer, and for conclusions drawn from such use. Libeo shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Libeo by the Customer in connection with the Platform, or any actions taken by Libeo at the Customer's direction.
b) The Platform is provided to the Customer on an "as is" basis.
13.2 References to liability in this 13 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
13.4 Nothing in this 13 shall limit the Customer's payment obligations under the Contract.
13.5 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for (i) death or personal injury caused by negligence, or (ii) fraud or fraudulent misrepresentation.
13.6 Subject to 13.3 (No limitation in respect of deliberate default), and 13.5 (Liabilities which cannot legally be limited), Libeo's total liability to the Customer shall not exceed the total Charges paid under the Contract during the 12 months immediately preceding the date on which the claim and/or breach arose.
13.7 Subject 13.3 (No limitation in respect of deliberate default), 13.4 (No limitation of customer's payment obligations) and 13.5 (Liabilities which cannot legally be limited), this 13.7 sets out the types of loss that are wholly excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; and/or (v) indirect or consequential loss.
13.8 Libeo has given commitments as to compliance of the Services with relevant specifications in 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.9 This 13 shall survive termination of the Contract.
14.1 This Contract shall commence on the Commencement Date and shall continue on an automatic renewal basis, for successive periods of 1 month (each a “Subscription Period”) unless and until terminated by either party giving the other party at least 5 days’ notice prior to the end of the current Subscription Period.
14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
a) the other party commits a material breach of any term of the Contract;
b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
c) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy, or any analogous steps associated with financial deterioration are taken by the other party.
14.3 On termination or expiry of the Contract:
a) the Customer shall immediately pay to Libeo all of Libeo's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Libeo shall submit an invoice, which shall be payable by the Customer immediately on receipt;
b) the Customer shall return all of Libeo Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Libeo may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
14.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
15.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
15.2 Assignment and other dealings. Libeo may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Libeo.
a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by 15.3(b).
b) Each party may disclose the other party's confidential information: i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 15.3; and ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c) Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Contract.
15.4 Entire agreement. The Contract 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.
15.5 No reliance. Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
15.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.8 Severance. If any provision or part-provision of the Contract 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. If any provision or part-provision of this Contract deleted under this 15.8 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.
a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number, or sent by email to the address specified from time to time.
b) Any notice or communication shall be deemed to have been received: i) if delivered by hand, at the time the notice is left at the proper address; ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or iii) if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 15.9(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
c) This 15.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
15.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
15.11 Governing law. The Contract, 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 shall be governed by, and construed in accordance with, the laws of England and Wales.
15.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.