Ethixbase360 Terms and Conditions for the Supply of Services 2022
Terms & Conditions active from 3 August 2022 to 7 Oct 22. Please see below for previous versions.
Ethixbase 360 supports its customers to manage supplier and other third party risks with a focus on corporate sustainability and other ESG risk factors including antibribery and corruption, human rights, modern slavery and the environment.
Ethixbase 360 services include a cloud based due diligence and risk assessment tool and custom research and due diligence reports. Risk data is provided by: (a) publicly available information sourced from third party content providers; or (b) direct from suppliers or other third parties as requested by Customer.
Status of these terms and conditions
These terms and conditions (Terms) and each Order create a separate agreement between Ethixbase 360 and Customer in respect of the supply of Services.
If Customer clicks online to indicate acceptance of the Terms, make payment based on an Order that references the Terms or continues to use Services, Customer has agreed to the Terms. Ethixbase 360 is not obliged to accept any order for Services placed by email but if such order is accepted, it will be subject to the Terms.
Ethixbase 360 does not accept other terms or conditions that Customer attempts to impose including those associated with any Customer purchase order. Such other terms and conditions will not apply to an Order.
Customer must ensure that Permitted Recipients that access Services or Ethixbase 360 Data comply with the Agreement.
Generally the Terms prevail in the case of conflict between the Terms and an Order. However the Order will prevail if it refers to a specific provision of the Terms and an intention to vary it. The DPA will always prevail in relation to the processing of Customer Personal Data.
1. Interpretation. The definitions and rules of interpretation in this clause apply to the Agreement.
Affiliate: another entity that controls, is controlled by, or is under common control of a party. Control of a party means ownership, whether directly or indirectly of more than 50% of the entire ownership interest in the party or of the party’s voting stock, or the right and power to direct the party’s affairs.
Agreement: each separate agreement between Ethixbase 360 and Customer made up of an Order and the Terms.
Authorised Users: Customer employees and independent contractors while performing services for Customer who are authorised to use Services and Ethixbase 360 Data up to any maximum number specified in the Order.
Confidential Information: the terms of the Agreement including the Price and information of a party that is proprietary or confidential, including (for Ethixbase 360) Ethixbase 360 Data and (for Customer) Customer Data, and is either clearly labelled as such or should reasonably be considered confidential by the receiving party.
Content Provider: a third party providing any part of Ethixbase 360 Data.
Customer: the party buying Services identified in an Order.
Customer Data: (a) Reports; (b) data input into the Ethixbase 360 Platform by or on behalf of or at the request of Customer; or (c) Customer Personal Data.
Customer Personal Data: has the meaning given in the DPA.
Customer Systems: (a) computer or electronic processing equipment; (b) communication networks; (c) the internet; (d) other equipment, applications or software used by Customer, excluding in each case Services.
Data Protection Legislation: has the meaning given in the DPA.
Deliverables: deliverables produced or made available by Ethixbase 360 in connection with Services.
Documentation: documents and materials containing information regarding Services made available by Ethixbase 360 from time to time.
DPA: Ethixbase 360’s data processing agreement found at DPA.
EDD Reports: Ethixbase 360 Enhanced Due Diligence Reports.
ESG Laws: all laws, statutes and regulations applicable to Ethixbase 360 in the provision of Services relating to (a) anti-bribery and anti-corruption; (b) anti-slavery and human trafficking; (c) the protection of the environment.
Ethixbase 360: the Ethixbase 360 entity identified in Section 18.
Ethixbase 360 Data: data and information including alerts, reports, compilations, text, software, photographs, video, graphics, trademarks, service marks, logos, designs, music and sound disclosed by Ethixbase 360 through Services including in Reports including such data and information sourced from Content Providers.
Ethixbase 360 Platform: any cloud platform provided by Ethixbase 360 as a Subscription Service.
Force Majeure: an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place information security, back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Agreement but excluding any circumstances resulting in Customer’s inability to pay the Price.
Initial Term: the initial term of the Agreement starting on the effective date and ending on the expiry of the number of months from the effective date (duration) in each case specified in the Order.
Intellectual Property Rights: trade secrets, patents and patent applications, trade marks (registered or unregistered, including goodwill accruing thereto), service marks, trade names, business names, internet domain names, copyrights, moral rights, database rights, design rights, rights in inventions, all other intellectual property and proprietary rights (registered or unregistered), and other equivalent or similar rights which may subsist anywhere in the world, and any application for the foregoing.
Order: an Ethixbase 360 ordering document, statement of work or online order or registration form specifying Services to be provided by Ethixbase 360.
Order Start Date: the effective or start date specified in an Order (or if no such date is specified the date of the last signature of an Order).
Modern Slavery Module: the Modern Slavery Due Diligence module if made available as part of the Subscription Services.
Permitted Affiliate: an Affiliate of Customer identified as such in the Order.
Permitted Purpose: as defined within clause 2.1.
Permitted Recipients: (a) Authorised Users; (b) to the extent necessary for the Permitted Purpose, Customer’s officers, employees, regulators and professional advisors.
Platform Allocation: if you have a Research Subscription, the amount of the Price allocated to the Ethixbase 360 Platform as set out in the Order.
Price: the price or charges for Services specified in the Order or agreed between Customer and Ethixbase 360 in writing from time to time.
Project Services: professional or other services provided by Ethixbase 360.
Renewal Term: has the meaning specified in clause 13.2.
Reports: any report or information generated and delivered to Customer as part of Services including through the Ethixbase 360 Platform.
Research Carry Over: up to 25% of the Research Subscription Price paid for the Year prior to a Renewal Term.
Research Discount: the amount of discount for any Year specified in a Research Subscription Order.
Research Subscription Price: the Price paid for a Research Subscription for any Year as set out in the Order excluding any Platform Allocation, Research Discount, Research Carry Over or value added or other sales tax.
Research Subscription: the provisions of EDD Reports as a Subscription Service.
Services: the Ethixbase 360 services ordered by Customer as specified in an Order and associated Deliverables and Documentation.
Start Date: the earlier of the Order Start Date or the date on which Customer begins to use Services.
Subscription Services: Services made available by Ethixbase 360 on a subscription basis as specified in an Order.
Term: the total period of the Agreement.
Virus: any program which contains malicious code or infiltrates or damages a computer system or is designed to do so or which is hostile, intrusive or annoying and has no legitimate purpose.
Voucher: any voucher bought by Customer to be redeemed against the future cost of Services.
Website: Ethixbase 360’s websites including https://Ethixbase 360.com/, https://eb2.Ethixbase 360.com/index? and other web domains owned by Ethixbase 360 or its Affiliates as updated from time to time.
Year: each successive 12 month period of the Term starting on the Start Date and the first day of each Renewal Term.
1.2. Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement. References to clauses and schedules are to the clauses and schedules of the Agreement.
1.3. A person includes an individual and an incorporated or unincorporated body.
1.4. Unless the context otherwise requires, words in the singular include the plural and vice versa. A reference to one gender includes all genders.
1.5. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement and includes subordinate legislation made as at the date of the Agreement under that statute or statutory provision.
1.6. If the word “including” or similar words are used before describing items, such items are examples only and should not be regarded as an exhaustive list.
2. Licence and Usage Restrictions
2.1. Ethixbase 360 grants Customer a non-exclusive, non-transferable right to use Services and Ethixbase 360 Data during the Term solely for the purposes of managing Customer’s internal, legal or regulatory compliance obligations with respect to (a) supply chain sustainability or ESG risk factors (b) regulatory and suspicious activity reporting (c) sanctions (d) embargoes (e) financial crime (f) other regulatory risks and associated obligations (the “Permitted Purpose”). Customer may not allow any Affiliate (other than a Permitted Affiliate) to use, access or benefit from the Services or the Ethixbase 360 Data.
2.2. Customer shall not when using Services or Ethixbase 360 Data access, store, distribute or transmit any (a) Virus; or (b) material that (i) is illegal, harmful, threatening, defamatory, obscene, infringing, harassing or offensive; (ii) is invasive of another’s privacy, intellectual property or other legal rights; (iii) High Risk Data.
2.3. Customer shall not except as permitted by the Agreement or applicable law incapable of exclusion by agreement: (a) share, republish, or distribute any portion of Services or Ethixbase 360 Data; (b) creative derivative works of, adapt, reverse engineer, decompile, disassemble or modify any portion of Services or Ethixbase 360 Data; (c) access any part of Services or Ethixbase 360 Data for competitive purposes; (d) commercially exploit, or otherwise make Services or Ethixbase 360 Data available to any third party; or (e) attempt to obtain, or assist third parties to attempt to obtain, access to Services or Ethixbase 360 Data other than as permitted by the Agreement.
2.4. Customer shall: (a) implement reasonable measures (and no less stringent than its own information security measures) to ensure only Authorised Users can access Services and Ethixbase 360 Data; (b) ensure that passwords or other security credentials are kept secure and not shared by Authorised Users; (c) make only the number of copies of Reports as are needed for the Permitted Purpose; (d) immediately notify Ethixbase 360 and take steps to mitigate the impact of unauthorised use of, access to or transmission of Services or Ethixbase 360 Data.
2.5 Customer must attribute Ethixbase 360 Data to the original source identified within Reports and not to Ethixbase 360 or any Content Provider.
2.6 Customer shall indemnify Ethixbase 360 against all liabilities, losses, damages, costs and expenses suffered or reasonably incurred by Ethixbase 360 in connection with any claim by any Content Provider due to a breach of the Agreement by Customer.
3. Use of Services in relation to Individuals
3.1. Customer shall not use Services or Ethixbase 360 Data in whole or in part (a) to establish an individual’s eligibility for credit, insurance, other financial services, government benefits or licences; (b) to evaluate an individual for employment, promotion, reassignment or retention as an employee; (c) for debt collection purposes; or (d) to determine whether an individual continues to meet the terms of the credit or prepayment risks associated with an existing account.
3.2 Customer may use Services or Ethixbase 360 Data in connection with an investigation of its employees relating to (a) suspected misconduct relating to employment (b) compliance with the law or regulations, the rules of a self-regulatory organisation, or pre-existing written employment policies of the employer.
3.3. Information obtained from Services or Ethixbase 360 Data and used in accordance with clause 3.2 will not be: (a) used for the purpose of investigating a consumer’s credit worthiness, credit standing, or credit capacity; (b) provided to any person except: (a) to the employer or an agent of the employer, (b) to any state or local government officer, agency, or department, (c) to any self-regulatory organisation with regulatory authority over the activities of the employer or employee, (d) as otherwise required by law.
3.4. Nothing in this clause 3 will limit Customer’s right to use Services or Ethixbase 360 Data for the Permitted Purpose.
3.5 Customer shall indemnify Ethixbase 360 against all liabilities, losses, damages, costs and expenses suffered or reasonably incurred by Ethixbase 360 in connection with a breach of this clause 3.
4. Customer Data
4.1. Customer owns Intellectual Property Rights in Customer Data (excluding Ethixbase 360 Data within Reports) and has sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data. Customer must keep back-up copies of Customer Data.
4.2. If Customer Data is lost or damaged by Ethixbase 360, as Customer’s sole and exclusive remedy, Ethixbase 360 will use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up maintained by Ethixbase 360 in accordance with its internal policies. Ethixbase 360 is not responsible for loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Ethixbase 360 to perform services related to Customer Data maintenance and back-up).
4.4. The terms of the DPA are incorporated by reference and apply to the processing of Customer Personal Data as defined in the DPA.
4.5 Ethixbase 360 may use, share and retain anonymised Customer Data or Customer Personnel Data for (a) machine learning; (b) product and service improvements; (c) new product development. Ethixbase 360 owns the Intellectual Property Rights in such anonymised data and the output from usage of that data.
5. Content Providers
6. Ethixbase 360’s obligations
6.1. Ethixbase 360 warrants that: (a) Services will be performed with reasonable skill and care; (b) it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement; (c) it will comply with all laws and regulations applicable to Ethixbase 360 in the provision of Services.
6.2. Without prejudice to the generality of clause 6.1, Ethixbase 360 shall, in connection with the provision of Services: (a) comply with all ESG Laws; (b) not engage in activity, practice or conduct which would constitute an offence under ESG Laws; (c) notify Customer if it becomes aware of breach of this clause 6.2 or has reason to believe that it has received a request or demand for undue financial or other advantage; (d) certify to Customer compliance with this clause 6.2 within thirty (30) days of written request. Breach of this clause is a material breach of the Agreement.
6.3. Ethixbase 360 warrants that it has not been convicted of any offence under ESG Laws or been the subject of proceedings regarding offences or alleged offences in connection with ESG Laws.
6.4. Ethixbase 360 shall use commercially reasonable endeavours to make the Ethixbase 360 Platform available 24 hours a day, seven days a week, except for unscheduled maintenance.
6.5. Ethixbase 360 is entitled to modify the features and functionality of Services or Ethixbase 360 Data but will not change their fundamental nature without informing Customer. Ethixbase 360 may remove or change any Content Provider at any time.
6.6. If Services or Ethixbase 360 Data do not conform with the Agreement, Ethixbase 360 will, at its expense, use reasonable commercial endeavours to correct such non-conformance promptly, or provide Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Customer’s sole and exclusive remedy in relation to such non-conformance.
7. Customer’s obligations
7.1. Customer warrants and undertakes that it shall: (a) provide Ethixbase 360 with all cooperation and information as may be reasonably required by Ethixbase 360 to provide Services; (b) comply with all applicable laws and regulations with respect to its use of Services and Ethixbase 360 Data including in relation to privacy and confidentiality; (c) carry out all Customer responsibilities in a timely manner; (d) ensure that Authorised Users use Services and Ethixbase 360 Data in accordance with Ethixbase 360’s reasonable instructions; (e) maintain all necessary licences, consents, and permissions necessary to enable Ethixbase 360 to perform its obligations under the Agreement, including in relation to Customer Data; (f) ensure that Customer Systems are compatible with Services.
7.2. If performance of Professional Services is delayed at Customer’s request or because of Customer’s acts or omissions: (a) time for performance of Ethixbase 360’s obligations will be extended to take account of such delay; (b) Ethixbase 360 will use reasonable commercial endeavours to redeploy its personnel allocated to the Professional Services to other engagements and will work with Customer to agree an alternative start date. If Ethixbase 360 is unable to redeploy such personnel for any part of the delay, it reserves the right to charge Customer for lost days at the Prices specified in the Order; (c) if Ethixbase 360 can demonstrate that such delay has resulted in an increase in cost to Ethixbase 360 of carrying out the Professional Services, Ethixbase 360 may increase the applicable Prices by an amount not exceeding such cost. Ethixbase 360 may invoice Customer for additional amounts payable within 30 days of providing details of the increase.
8. Charges and payment
8.1. Customer shall pay the Price in accordance with the Order and this clause 8.
8.2. Each Year Customer may use the aggregate amount of the Research Subscription Price and the Research Discount for that Year as credit against the cost of EDD Reports purchased at Ethixbase 360’s then prevailing rate card price. If the Research Subscription enters into a Renewal Term the amount of the Research Carry Over may be used as credit against the cost of EDD Reports purchased during the first 3 months of the Renewal Term. Otherwise, no amount of the Research Subscription Price or Research Discount is refundable or capable of being applied to a subsequent Year.
8.3. The Platform Allocation will be allocated to a subscription to the Ethixbase 360 Platform for the Initial Term set out in the Order.
8.4. Customer shall pay the Price within thirty (30) of receipt of Ethixbase 360’s invoice. Customer must tell Ethixbase 360 of invoice dispute within 15 days of the date of the invoice.
8.5. If Ethixbase 360 has not received payment of the Price by the due date, and without prejudice to its other rights and remedies, Ethixbase 360 may: (a) suspend Customer’s access to Services until the Price is fully paid; (b) charge Customer interest on overdue payments at the rate specified in the Contracting Entity Table in Section 18 on the amount overdue; (c) terminate the Agreement in accordance with clause 13.3. Customer will not receive the benefit of the Research Discount for any Year if the full amount of the Research Subscription Price for that Year is not paid in full on the due date.
8.6. The Price is: (a) payable in the currency specified in the Order; (b) non-refundable; (c) exclusive of value added or sales taxes or duties, which Customer is responsible for paying; (d) must be paid without withholding or deduction. If the law requires Customer to deduct withholding tax from the Price, Customer must pay Ethixbase 360 an amount that ensures its net receipt is the same as it would have been if the payment had not been subject to such withholding.
8.7. By providing not less than ninety (90) days written notice prior to the start of any Renewal Term, Ethixbase 360 may increase the Price for Services for that Renewal Term by the greater of: (a) any increase in the Consumer Price Index last published by the Office for National Statistics for a 12 month period ending prior to the start of that Renewal Term; (b) 5%.
8.8. No part of the Price paid is refundable or capable of being applied to a subsequent Renewal Term or new agreement if Customer does not: (a) order the number of Reports specified in a Research Subscription Order; or (b) redeem the full value of a Voucher within 12 months of it being bought.
9. Intellectual Property Rights
9.1. Ethixbase 360 warrants it is entitled to allow Customer to use Services and Ethixbase 360 Data in accordance with the terms of the Agreement.
9.2. Ethixbase 360 owns all Intellectual Property Rights in Services and Website. Content Providers and/or their licensors own all Intellectual Property Rights in Ethixbase 360 Data provided by them and the compilation of such Ethixbase 360 Data.
9.3. Except as expressly stated, the Agreement does not grant Customer any rights to Intellectual Property Rights in Services, Ethixbase 360 Data or it compilations or the Website.
9.4. Customer must not access or use Ethixbase 360 Data in any manner that infringes the Intellectual Property Rights of any Content Provider or its licensors.
9.5. Customer must store only insubstantial portions of and will not data or text mine, Ethixbase 360 Data. Customer will not store or use any portion of Ethixbase 360 Data (a) in a searchable database created by or on behalf of Customer; (b) in a manner that allows manual, automated or machine-assisted indexing or classification.
9.6. Customer will not remove copyright notices, proprietary markings, trademarks or trade names from Services or Ethixbase 360 Data.
9.7. Customer or its Authorised Users may, from time to time, submit comments, information, questions, data, ideas, description of processes, or other information to Ethixbase 360 (“Feedback”). Ethixbase 360 is free to use, disclose, reproduce, licence, create derivative works of or otherwise exploit Feedback without obligation to or restriction from, Customer.
10.1. Each party may be given access to the Confidential Information of the other party in order to perform its obligations or exercise its right under the Agreement. A party’s Confidential Information shall not include information that: (a) is or becomes publicly known other than through act or omission of the receiving party (provided that Ethixbase 360 Data will be treated as Ethixbase 360 Confidential Information even if derived from sources in the public domain); (b) was in the receiving party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without known restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
10.2. Subject to clause 10.3 and 10.4, each party shall take reasonable steps (no less stringent than the steps it takes to protect its own Confidential Information) to hold the other’s Confidential Information in confidence and shall not: (a) make the other’s Confidential Information available to any third party; or (b) use the other’s Confidential Information for purposes other than to exercise its rights or perform its obligations under the Agreement.
10.3. Subject to clause 10.4, Customer may not disclose Ethixbase 360 Data or Reports other than to Permitted Recipients to the extent required for the Permitted Purpose. Customer shall ensure Permitted Recipients comply with this clause 10.
10.4. 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 takes into account the reasonable requests of the other party in relation to the content of such disclosure.
10.5. Neither party is responsible for loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11. Basis of Provision of Services
11.1. Customer assumes sole responsibility for the use of and reliance on results obtained from use of Services and Ethixbase 360 Data and for conclusions drawn from such use and reliance.
11.2. Customer should not rely solely upon Services or Ethixbase 360 Data when making a decision to deal with any person or entity and should make independent checks to verify any information provided. Information provided in Reports is in summary form. Persons or entities identified in Reports may not be the same as the person or entity about whom Customer makes enquiries.
11.3. Customer must ensure that Services (including any training) and Ethixbase 360 Data are sufficient to enable it to comply with its legal or regulatory obligations. Ethixbase 360 does not provide legal advice and the provision of Services does not constitute the provision of legal advice.
11.4. Ethixbase 360 Data is provided by Content Providers. Ethixbase 360 cannot guarantee that Ethixbase 360 Data is comprehensive, accurate or current. Ethixbase 360 will not be obliged to notify Customer if any Ethixbase 360 Data changes. Ethixbase 360 makes no warranty or representation about and disclaims liability for the accuracy, completeness or currency of Ethixbase 360 Data.
11.5. Certain algorithmic modules within the Platform including the Modern Slavery Module and the Perceived Risk Indicator provide indicative risk ratings only. The accuracy of the risk score generated by the module is dependent on a number of external factors which are outside the control of Ethixbase 360, including Content Providers and inputs from third parties made at the request of Customer. Ethixbase 360 excludes all liability associated with these external factors and any impact they may have on a risk score.
11.6. While every care has been taken in developing the automated risk modules within the Platform, automated decision making poses inherent risks such as potentially inaccurate, biased or otherwise flawed risk scores due to the complexity of the algorithm and reliability of third psarty data used. Automated risk scores should be subject to review by Customer to determine their accuracy and suitability for Customer’s risk appetite.
11.7. Dates quoted for performance of Services are estimates only.
11.8. If Ethixbase 360 notifies Customer that Ethixbase 360 Data must be updated or removed to avoid breaching applicable law or third-party rights, Customer will promptly do so.
12. Limitation of liability
12.1. Except as expressly provided in the Agreement: (a) 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 the Agreement; (b) Services and Ethixbase 360 Data are provided to Customer on an “as is” basis.
12.2. Nothing in the Agreement excludes either party’s liability for: (a) death or personal injury caused by a party’s negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter for which it would be unlawful for the parties to exclude liability.
12.3. Subject to clause 12.1 and clause 12.2:
12.3.1. Neither party is liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for loss of profits, loss of business, depletion of goodwill, wasted expenditure, loss of reputation or similar losses or loss or corruption of data or information, or pure economic loss, or for special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement;
12.3.2. Ethixbase 360’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Agreement and Services is limited to the total Price paid by Customer for Services giving rise to the liability during the twelve (12) months immediately preceding the date on which the liability arose.
12.4. Ethixbase 360 does not guarantee that Customer’s use of Services or Ethixbase 360 Data will be uninterrupted or error free. Ethixbase 360 shall have no liability for breach of the Agreement caused by (a) Customer Systems, (b) use of Services or Ethixbase 360 Data contrary to Ethixbase 360’s instructions, (c) modification or alteration of Services or Ethixbase 360 Data by any party other than Ethixbase 360 or (d) use of third party products or services in conjunction with Services or Ethixbase 360 Data.
12.5. Neither party may bring an action against the other under or in connection with the Agreement and/or any Order more than 12 months after the claiming party became aware of the cause of action or event giving rise to the claim.
13. Term and termination
13.1. The Agreement commences on the Start Date.
13.2. The Agreement shall continue for the Initial Term. The Agreement will renew automatically for an additional Year on each anniversary of the Start Date (each, a Renewal Term), unless terminated by either party giving the other at least 60 days’ prior written notice to expire before the first day of the next Renewal Term. Termination of a Research Subscription will not prevent the associated subscription to the Ethixbase 360 Platform from entering into a Renewal Period unless specifically stated in the termination notice.
13.3. Without affecting other rights or remedies available to it, Ethixbase 360 may terminate the Agreement with immediate effect by giving written notice to Customer if Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing of the default.
13.4. Without affecting other rights or remedies available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party: (a) if the other party commits a material breach of the Agreement which 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; (b) if 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; (c) if the other party suspends or ceases, or threatens to suspend or cease, carrying on a substantial part of its business; (d) either (i) the use or provision of Services or Ethixbase 360 Data may breach the export control or economic sanctions laws and regulations of any jurisdiction including the United States of America, the United Kingdom and the European Union and its Member States; or (ii) if the other party becomes or any of its Affiliates become specially designated or sanctioned under such laws.
13.5. Ethixbase 360 can suspend Customer’s rights in relation to Services if (a) Ethixbase 360 has the right to terminate such rights or (b) to protect Ethixbase 360’s systems or security. Suspension will not affect Ethixbase 360’s rights to later terminate the Agreement.
13.6. Termination or expiry of one agreement shall not result in the termination of any other agreement except that if Ethixbase 360 terminates an agreement under clause 13.3 or 13.4, it may terminate all agreements.
13.7. On termination of the Agreement for any reason:
13.7.1. licences granted under the Agreement shall immediately terminate and Customer shall immediately cease all use of Services and Ethixbase 360 Data;
13.7.2. each party shall return and make no further use of equipment, property, Confidential Information, Deliverables, Documentation and other items (and copies) belonging to the other party;
13.7.3. Ethixbase 360 may destroy or otherwise dispose of Customer Data or Confidential Information in its possession in accordance with good industry practice unless Ethixbase 360 receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to Customer of the then most recent back-up of Customer Data. Ethixbase 360 shall use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of receipt of such request, provided that Customer has paid all fees and charges outstanding at or resulting from termination (whether or not due at the date of termination). Customer shall pay reasonable expenses incurred by Ethixbase 360 in returning or disposing of Customer Data;
13.7.4. 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 breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced;
13.7.5. Any provision of the Agreement which expressly or by implication is intended to come into or continue in force on or after termination of the Agreement, including clauses 1, 2.6, 3.5, 4, 8, 9, 10, 12, this clause and clauses 16 and shall remain in full force and effect.
14. Force Majeure
14.1. A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it: (a) promptly notifies the other party of the Force Majeure event and its expected duration; (b) uses reasonable commercial endeavours to minimise the effects of that event.
14.2. If, due to Force Majeure, a party is unable to perform a material obligation for thirty (30) days or more, the other party may terminate the Agreement on immediate notice.
15.1. Neither party shall issue any announcement regarding the Agreement without the prior written consent of the other party. Customer shall not make representations or statements which may indicate an express or implied endorsement, approval or validation by Ethixbase 360 of Customer’s risk management processes.
15.2. Ethixbase 360 may display Customer’s name and logo on the Website and on its marketing materials.
16.1. Ethixbase 360 may change the Terms from time to time upon giving Customer notice in writing which notice may be given on the Website. Such change will be effective from the date of the notice. Customer’s continued use of Services after such notice will constitute acceptance of the change. Continued use of Ethixbase 360 Data may be subject to additional conditions, restrictions and disclaimers imposed by Content Providers on Ethixbase 360 from time to time. Ethixbase 360 will provide Customer with reasonable notice of such additional requirements before they take effect.
16.2. No failure or delay by a party to exercise any right or remedy provided under the 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.
16.3. If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.4. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.5. the Agreement and the DPA constitute the entire agreement between Ethixbase 360 and Customer and supersede previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.6. In entering into the Agreement neither party is relying 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 Agreement.
16.7. Customer shall not, without the prior written consent of Ethixbase 360, assign, transfer, charge, sub-contract or deal in any other manner with its rights or obligations under the Agreement. Ethixbase 360 may at time assign, transfer, charge, sub-contract or deal in any other manner with any of its rights or obligations under the Agreement.
16.8. Ethixbase 360 contracts with Customer on its own behalf and as trustee for Content Providers. Content Providers may enforce the rights expressed to be for their benefit under the Agreement against Customer directly. Other than as expressly stated, the Agreement does not confer rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.1. Notices required to be given under the Agreement must be in writing and delivered by hand, courier or by email. Notices delivered by hand or courier shall be marked for the attention of the CEO of the recipient and sent (in the case of Ethixbase 360) to the address specified in clause 18 and (in the case of Customer) to an address specified in the Order. Notices sent by email shall be sent (in the case of Ethixbase 360) to email@example.com and (in the case of Customer) to an email address specified in the Order. Notices delivered by hand or courier shall be deemed delivered when left at the correct address. Notices sent by email shall be deemed delivered when sent as long as no notice of non-delivery is received.
17.2. A party may update its address or email address by giving notice to the other party in accordance with this clause.
18. Contracting Entity
18.1. In the table below, “Customer Location” refers to where Customer is located (as determined by customer’s business address on the Order, if specified) and determines which table row applies to Customer.
Contracting Entity Table
|Customer Location||Contracting Entity||Overdue Payments||Governing Law & Jurisdiction|
|United Kingdom & the EU||Ethixbase 360 UK Limited incorporated and registered in England & Wales with company number 10651805 whose registered office is at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX||3% per annum above Bank of England Base rate||England & Wales|
|Rest Of World||Ethixbase 360 360 Pte. Limited incorporated and registered in Singapore with company number 201131414M whose registered office is at 151 Chin Swee Road, #02-20 Manhattan House, Singapore 169876||3% per annum above the Monetary Authority of Singapore Base rate||Singapore|
18.2. the Agreement and any dispute or claim arising out of or in connection with the Agreement (including non-contractual disputes or claims) is governed by and construed in accordance with the law of the jurisdiction specified in the Contracting Entity Table. The courts of that jurisdiction shall have non-exclusive jurisdiction to settle any such dispute or claim.
19. English Language
In the event that the Agreement is translated into a language other than English, the English-language version of the Agreement shall take precedence in the event of any conflict in interpretation or translation.