Provider Service Terms & Conditions

1. Interpretation

1.1.
Agreement
means each Registration Order Form, these Terms and Conditions and other documents incorporated into the Agreement as described in these Terms and Conditions;
App
the mobile application made available by Collar to pet owners.
App User
A user of the App made available by Collar.
App User Data:
any data generated from the App by App User usage or otherwise.
Authorised Users
the employees, agents and independent contractors of the Provider who are authorised by the Provider to use the Services and the Documentation, as further described in clause 2.2.4.
Business Day
A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information
All commercial, financial, marketing and technical information, know-how, trade secrets and other information in any form or medium, howsoever disclosed or accessed, whether before or after the date of the Agreement (together with any reproductions of such information in any form or medium), which in each case (either in its entirety or in the precise configuration or assembly of its components) is not publicly available (save for where such information entered the public domain as a result of a breach of the Agreement);
Documentation
the document made available to the Provider by Collar online via http://collar.pet/provider-terms or such other web address notified by Collar to the Provider from time to time which sets out a description of the Services and the ussge instructions for the Services.
Effective Date
The date of the Provider entering into the Agreement.
Initial Subscription Term:
The initial term of this Agreement as set out in the Order Form.
Intellectual Property Rights:
Any patent, copyright, database right, registered design, unregistered design right or other intellectual property protection in any part of the world, any application for any such protection, any rights in respect of any secret process, know-how or other confidential information, in any part of the world, and any extension or renewal of any such protection or rights;
Normal Business Hours:
From 8.00 am to 6.00 pm local UK time, each Business Day.
Order Form
means the separate executed Registration Order Form under which the Provider subscribes to the Services pursuant to the Agreement;
Provider
The company detailed on the Registration Order Form entering into the Agreement;
Provider Data
the data inputted by the Provider, Authorised Users, or Collar on the Provider's behalf for the purpose of using the Services or facilitating the Provider's use of the Services.
Renewal Period:
the period described in a Registration Order Form .
Service Charge
means the fees payable by the Provider to Collar upon every transaction as detailed in the Registration Order Form;
Services:
the services provided by Collar to the Provider under this Agreement via https://platfrom.collar.pet , the App or any other platform made available to the Provider by Collar from time to time, as more particularly described in the Documentation.
Software:
the online software applications provided by Collar as part of the Services.
Subscription Fees:
the subscription fees payable by the Provider to Collar, as set out in the Order Form.
Subscription Terms:
has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy:
Collar's policy for providing support in relation to the Services as made available in the Services website or such other website address as may be notified to the Provider from time to time.
Trial Period:
the period set out in the Order Form
Terms and Conditions:
these terms and conditions;
User Subscription:
the user subscriptions which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.
Virus:
1.1. 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).
1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.9. A reference to writing or written includes e-mail.
1.10. References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
2. Provider Subscriptions
2.1. Subject to the Provider paying the Subscription Fees in accordance with clause 7.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, Collar hereby grants to the Provider an non-exclusive, non-transferable, non-sub licensable right to permit the Authorised Users to use the Software and the Documentation during the Subscription Term solely for the Provider's internal business operations.
2.2. In relation to the Authorised Users, the Provider undertakes that:
2.2.1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions (if any) set out in paragraph 1 of Schedule 1;
2.2.2. it will not allow or suffer 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 Services and/or Documentation;
2.2.3.each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than every six months and that each Authorised User shall keep their password confidential;
2.2.4. it shall maintain a written, up to date list of current Authorised Users and provide such list to Collar within five Business Days of Collar's written request at any time or times;
2.2.5. it shall permit Collar to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at Collar's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not substantially to interfere with the Provider's normal conduct of business;
2.2.6. if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Collar's other rights, the Provider shall promptly disable such passwords and Collar shall not issue any new passwords to any such individual; and
2.2.7. if any of the audits referred to in clause 2.2.5 reveal that the Provider has underpaid Subscription Fees to Collar, then without prejudice to Collar's other rights, the Provider shall pay to Collar an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten Business Days of the date of the relevant audit.
2.3. The Provider shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2. facilitates illegal activity;
2.3.3. depicts sexually explicit images;
2.3.4. promotes unlawful violence;
2.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
and Collar reserves the right, without liability or prejudice to its other rights to the Provider, to disable the Provider's access to any material that breaches the provisions of this clause.
2.4.The Provider shall not:
2.4.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
a) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3. use the Services and/or Documentation to provide services to third parties; or
2.4.4. subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
2.4.5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.2. The Provider shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Collar.
2.4.3. The rights provided under this clause 2 are granted to the Provider only, and shall not be considered granted to any subsidiary or holding company of the Provider.
3. Services
3.1. Collar shall, during the Subscription Term, provide the Services and make available the Documentation to the Provider on and subject to the terms of this Agreement.
3.2. Collar shall use commercially reasonable endeavours to make the Services available twenty-four hours a day, seven days a week, except for:
3.2.1 unscheduled maintenance performed outside Normal Business Hours, provided that Collar has used reasonable endeavours to give the Provider at least six Normal Business Hours' notice in advance.
3.3 Collar will, as part of the Services and at no additional cost to the Provider, provide the Provider with Collar's standard Provider support services during Normal Business Hours in accordance with Collar's Support Services Policy in effect at the time that the Services are provided. Collar may amend the Support Services Policy in its sole and absolute discretion from time to time.
4. Provider Data
4.1. The Provider shall own all right, title and interest in and to all of the Provider Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Provider Data.
4.2. Collar shall own all rights in the App User Data during the Subscription Term and hereby grants to the Provider and its Authorised Users a non-exclusive and non-transferable licence to use the data for the sole purpose of rendering a purchased service or product by the App User, or to inform and execute the Provider's business decisions and operations in relationship with this Agreement.
4.3. Collar shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Provider Data available at https://collar.pet/provider-terms or such other website address as may be notified to the Provider from time to time, as such document may be amended from time to time by Collar in its sole discretion.
4.4. If Collar processes any personal data on the Provider's behalf when performing its obligations under this Agreement, the parties record their intention that the Provider shall be the data controller and Collar shall be a data processor and in any such case:
4.4.2 the Provider acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Provider and the Authorised Users are located in order to carry out the Services and Collar's other obligations under this Agreement;
4.4.3. the Provider shall ensure that it is entitled to transfer the relevant personal data to Collar so that Collar may lawfully use, process and transfer the personal data in accordance with this Agreement on the Provider's behalf;
4.4.4. the Provider shall ensure that the relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
4.4.5. Collar shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Provider from time to time; and
4.4.6. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5. Collar's obligations
5.1. Collar undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
5.2. The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Collar's instructions, or modification or alteration of the Services by any party other than Collar or Collar's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Collar will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Provider with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Provider's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. Notwithstanding the foregoing, Collar:
5.2.1 does not warrant that the Provider's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Provider through the Services will meet the Provider's requirements; and
5.2.2 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 Provider acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.3. This Agreement shall not prevent Collar from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
5.4. Collar warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
5.5. Collar is entitled to determine at its sole discretion the content and functionality of the Software and the App including third party content. Collar may, without limitation to the generality of this clause 6.5, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Service, remove or restrict application programming interfaces or make alterations to data retention periods.
5.6. Collar shall be entitled at anytime to modify the features and functionality of the Services ("New Features"). Collar shall not be obliged to make such New Features available to the Provider.
6. Provider's obligations
6.1. In order to provide the Services, including but not limited to Provider Data, security access information and configuration services; the provider shall provide Collar with:
a) all necessary co-operation in relation to this Agreement; and
b) all necessary access to such information as may be required by Collar;
6.2. comply with all applicable laws and regulations with respect to its activities under this Agreement;
6.3. carry out all other Provider responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Provider's provision of such assistance as agreed by the parties, Collar may adjust any agreed timetable or delivery schedule as reasonably necessary;
6.4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
6.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Collar, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
6.6. ensure that its network and systems comply with the relevant specifications provided by Collar from time to time; and
6.7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Collar's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Provider's network connections or telecommunications links or caused by the internet.
7. Charges and payment
7.1. The Provider shall pay the Subscription Fees to Collar in accordance with this clause 7 and the Order Form.
7.2. The Provider shall before the end of the Trial Period provide to Collar valid, up-to-date and complete credit or debit card details or approved purchase order information acceptable to Collar and any other relevant valid, up-to-date and complete contact and billing details and the Provider hereby authorises Collar to take payment from such card on the Contract Start Date and every 1 month thereafter during the Subscription Term.
7.3. Subscription Fees shall be payable in advance or as agreed in accordance with the Provider's Order Form.
7.4. If Collar has not received payment within thirty days after the due date, and without prejudice to any other rights and remedies of Collar:
7.4.1. Collar may, without liability to the Provider, disable the Provider's password, account and access to all or part of the Services and Collar shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
7.5. All amounts and fees stated or referred to in this Agreement:
7.5.1. shall be payable in pounds sterling;
7.5.2. are, subject to clause 13.4.2, non-cancellable and non-refundable;
7.5.3. are exclusive of value added tax, which shall be added to Collar's invoice(s) at t he appropriate rate.
7.6. Collar shall be entitled to increase the Subscription Fees payable at the start of each Renewal Period upon 90 days' prior notice to the Provider and Schedule 1 shall be deemed to have been amended accordingly.
7.7. The Provider may from time to time be offered preferential pricing or discounts for the Subscription Fees as a result of the number of App Users that the Provider have added to the Services or that have been added with the Provider's authority or as a result of the Provider's use of the Service. Eligibility for such preferential pricing or discounts is conditional upon the Provider's acceptance of responsibility for payment of any Subscription Fees.
8. Proprietary rights
1. The Provider acknowledges and agrees that Collar and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Provider any Intellectual Property Rights to, or in relation with the Software, the App, or any other property in relation to the service owned or licensed by Collar, or any other rights or licences in respect of the Services or the Documentation.
2. Collar confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
9. Confidentiality
9.1. Each party may be given access to Confidential Information from 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:
9.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2. was in the other party's lawful possession before the disclosure;
9.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
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. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5. The Provider acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Collar's Confidential Information.
9.6. Collar acknowledges that the Provider Data is the Confidential Information of the Provider.
9.7. This clause 9 shall survive termination of this Agreement, however arising.
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.
10.Warranties
10.1. Collar warrants that:
10.1.1. it has the right, power and authority to enter into this Agreement;
10.1.2. that it is the owner of the Software and authorised to use any third party applications or data contained within it; and
10.1.4. the Software will be free from any Viruses.
10.2. The Provider hereby warrants:
10.2.1. The Provider Data shall be complete, accurate and be suitable for the Provider;
11. Indemnity
11.1. The Provider shall defend, indemnify and hold harmless Collar against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Provider's use of the Services and/or Documentation, provided that:
11.1.1. the Provider is given prompt notice of any such claim;
11.1.2. Collar provides reasonable co-operation to the Provider in the defence and settlement of such claim, at the Provider's expense; and
11.1.3. the Provider is given sole authority to defend or settle the claim.
11.2. Collar shall defend the Provider, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Provider for any amounts awarded against the Provider in judgment or settlement of such claims, provided that:
11.2.1. Collar is given prompt notice of any such claim;
11.2.2. the Provider provides reasonable co-operation to Collar in the defence and settlement of such claim, at Collar's expense; and
11.2.3. Collar is given sole authority to defend or settle the claim.
11.3. In the defence or settlement of any claim, Collar may procure the right for the Provider to continue using the Services, replace or modify the Services so that they become non- infringing or, if such remedies are not reasonably available, terminate this Agreement on two Business Days' notice to the Provider without any additional liability or obligation to pay liquidated damages or other additional costs to the Provider.
11.4. In no event shall Collar, its employees, agents and sub-contractors be liable to the Provider to the extent that the alleged infringement is based on:
11.4.1. a modification of the Services or Documentation by anyone other than Collar; or
11.4.2. the Provider's use of the Services or Documentation in a manner contrary to the instructions given to the Provider by Collar; or
11.4.3. the Provider's use of the Services or Documentation after notice of the alleged or actual infringement from Collar or any appropriate authority.
11.5. The foregoing and clause 13.4.2 state the Provider's sole and exclusive rights and remedies, and Collar's (including Collar's employees', agents' and sub- contractors') entire obligations and liability, for infringement of any Intellectual Property Rights.
12.Limitation of liability
12.1. This clause 12 sets out the entire financial liability of Collar (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Provider:
12.1.1. arising under or in connection with this Agreement;
12.1.2. in respect of any use made by the Provider of the Services and Documentation or any part of them; and
12.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
12.2. Except as expressly and specifically provided in this Agreement:
12.2.1. the Provider assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Provider, and for conclusions drawn from such use. Collar shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Collar by the Provider in connection with the Services, or any actions taken by Collar at the Provider's direction;
12.2.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
12.2.3. the Services and the Documentation are provided to the Provider on an "as is" basis.
12.3. Nothing in this Agreement excludes the liability of Collar:
12.3.1. for death or personal injury caused by Collar's negligence; or
12.3.2. for fraud or fraudulent misrepresentation.
12.4. Subject to clause 12.2 and clause 12.3:
12.4.1. Collar shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
12.4.2. Collar's total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the greater of £100 or the total Subscription Fees paid for the User Subscriptions during the twelve months immediately preceding the date on which the claim arose.
13. Term and termination
13.1. This Agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, there after, this Agreement shall be automatically renewed for the Renewal Period, unless:
13.1.1. the Provider gives notification that it does not wish to continue beyond the Trial Period;
13.1.2. either party notifies the other party of termination, in writing, at least 3 months before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
13.1.3. otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
13.2. 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:
13.2.1. 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 thirty days after being notified in writing to make such payment;
13.2.2. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty days after being notified in writing to do so;
13.2.3. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
13.2.4. 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;
13.2.5. 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;
13.2.6. 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;
13.2.7. 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;
13.2.8. 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;
13.2.9. 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;
13.2.10. 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 fourteen days;
13.2.11. 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 13.2.4 to clause 13.2.10 (inclusive); or
13.2.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.3. On termination of this Agreement for any reason:
13.3.1. all licences granted under this Agreement shall immediately terminate;
13.3.2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
13.3.3. Collar may destroy or otherwise dispose of any of the Provider Data in its possession. The Provider shall pay all reasonable expenses incurred by Collar in returning of Provider Data; and
13.3.4. 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.
14. Force majeure
14.1. Collar shall have no liability to the Provider under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Collar or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Collar's or sub-contractors, provided that the Provider is notified of such an event and its expected duration.
15. Conflict
15.1. 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.
16. Update to Terms
16.1. Collar may vary these Terms and Conditions from time to time by giving to the Customer at least 1 month notice in writing. Waiver
16.2. 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.
17. Rights and remedies
17.1. 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.
18. Severance
18.1. If any provision (or part of a provision) of this 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.
18.2. 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.
19. Entire agreement
19.1. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
19.2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
20. Assignment
20.1. The Provider shall not, without the prior written consent of Collar, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
20.2. Collar 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.
21. No partnership or agency
21.1. 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).
22. Third party rights
22.1. 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.
23. Notices
1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this Agreement.
2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender), provided a hard copy is sent by post to the recipient within one Business Day.
24. Governing law
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.
25. Jurisdiction
1. 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).