2. Subscriptions

2.1 Subject to the Customer purchasing the Subscriptions in accordance with clause 3.3 and clause 10.1, the  restrictions set out in this clause 2 and the other terms and conditions of this agreement, GPM hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documentation during the Term solely for the Customer’s internal business operations.

2.2 Where access to the Services is only permitted to Authorised Users then, 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 Services and the Documentation shall not exceed the number of Subscriptions it has purchased from time to time;

(b) it will not allow or suffer any 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;

(c) each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential, use it properly, and not disclose it to any unauthorised person;

(d) it shall take all reasonable measures necessary to prevent any unauthorised access to, or use of, the Services and immediately notify GPM if it becomes aware of any unauthorised use of any of the Services (and provide such information and assistance as required by GPM in relation to the unauthorised access or use);

(e) Authorised Users will comply with GPM requirements to use an approved Multi Factor Authentication method provided by the GPM.  If an Authorised User does not have a suitable mobile device to use the Multi Factor Authentication, GPM will supply, at the Customer’s expense, a secondary method of authentication

2.3 The Customer shall ensure that the Authorised Users use the Services in accordance with the terms and conditions of the agreement and shall be responsible for any Authorised User’s breach of the agreement.

2.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and GPM reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.5 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

(b) 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

(c) use the Services and/or Documentation to provide services to third parties; or

(d) 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

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

(f) introduce or permit the introduction of, any Virus  into the Services or GPM’s network and information systems.

2.6 The Customer 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 GPM.

2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Additional subscriptions

3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during the Term, purchase additional Subscriptions in excess of the number set out in the Order Form, by submitting a new Order Form, and GPM shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.

3.2 If the Customer wishes to purchase additional Subscriptions, the Customer shall notify GPM in writing by submitting a new Order Form. GPM shall evaluate such request for additional Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where GPM approves the request, GPM shall activate the additional Subscriptions upon signature of the new Order Form.

3.3 If GPM approves the Customer’s request to purchase additional Subscriptions, the Customer shall, within 30 days of the date of GPM’s invoice, pay to GPM the relevant fees for such additional Subscriptions as set out in the Order Form and, if such additional Subscriptions are purchased by the Customer throughout the Term.

4. Services

4.1 GPM shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

4.2 GPM shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out in line with the GPM Service Level Schedule; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that GPM has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

4.3 GPM will, as part of the Services and in consideration of the Additional Fees set out in the Order Form, provide the Customer with GPM’s standard customer support services during Normal Business Hours in accordance with GPM’s Support Services Policy in effect at the time that the Services are provided. GPM may amend the Support Services Policy in its sole and absolute discretion from time to time except that any such amendments shall not materially alter the support services to the Customer’s detriment. The Customer may purchase enhanced support services separately at GPM’s then current rates.

4.4 The Services are hosted by a reputable third-party provider and include standard industry security protocols, including data encryption at rest and in transit. Daily backups are taken and retained for 30 days. GPM shall use reasonable endeavours to restore availability within 24 hours following any unplanned downtime. GPM does not warrant uninterrupted availability but shall implement commercially reasonable safeguards against data loss or corruption, aligned with recognised security standards such as ISO27001.

4.5 GPM shall provide configuration services as set out in the applicable Order Form. The Customer shall promptly provide all necessary access, information and approvals required for the configuration. Delays caused by the Customer shall not be deemed a breach by GPM.

4.6 Where specified in an Order Form, GPM may agree to carry out bespoke development services for the Customer. Unless otherwise agreed in writing, all intellectual property rights in any such development work shall remain with GPM, and the Customer is granted a non-exclusive, non-transferable licence to use the resulting deliverables solely in connection with the Services.

4.7 Configuration and development work shall be deemed accepted upon delivery unless the Customer notifies GPM in writing of any material defects within 10 business days. If the Customer raises valid concerns, GPM shall remedy the defects within a reasonable period.

5. Customer Data 

5.1 The Customer shall retain (to the extent already owned by it) all right, title and interest in and to all of the Customer Data provided by the Customer or the Authorised Users and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. GPM shall have no responsibility for the content, accuracy or usage of the Customer Data.

5.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for GPM to use best commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by GPM in accordance with the archiving procedure. GPM shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by GPM to perform services related to Customer Data maintenance and backup).

6. Data protection

6.1 To the extent that GPM processes any Personal Data on behalf of the Customer in the course of providing the Services, the parties agree that the Customer is the Data Controller and GPM is the Data Processor, as those terms are defined under applicable data protection law (including the UK GDPR and/or EU GDPR).

6.2 Processor Obligations

GPM shall:

(a) process personal data only on the documented instructions of the Customer, unless required to do so by applicable law;

(b) ensure that all persons authorised to process the Personal Data are subject to confidentiality obligations;

(c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;

(d) assist the Customer in responding to requests from data subjects and in ensuring compliance with data protection obligations relating to security, breach notification, impact assessments and consultations with supervisory authorities, taking into account the nature of the processing and the information available to GPM;

(e) at the Customer’s written request, delete or return all Personal Data at the end of the provision of the Services, unless retention is required by law;

(f) make available to the Customer all information reasonably necessary to demonstrate GPM’s compliance with its obligations as a Processor and, on reasonable notice, contribute to audits conducted by the Customer or an auditor mandated by the Customer (subject to appropriate confidentiality and access terms).

6.3 Sub-processors

The Customer authorises GPM to engage sub-processors as reasonably necessary for the performance of the Services, provided that GPM enters into a written agreement with each sub-processor that imposes data protection obligations no less protective than those set out in this clause. A list of current sub-processors shall be made available upon request.

6.4 International Transfers

GPM shall not transfer Personal Data outside the UK or EEA unless it has implemented appropriate safeguards in accordance with applicable data protection laws, such as standard contractual clauses or other lawful transfer mechanisms.

6.5 Processing Details

The subject matter, duration, nature and purpose of the processing, the types of Personal Data and categories of Data Subjects and the Customer’s obligations and rights are as set out in this Agreement.

7. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. GPM makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not GPM.  GPM recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. GPM does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

8. GPM’s obligations

8.1 GPM shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care. Without affecting its other obligations under this agreement, GPM shall comply with all applicable laws including sanctions laws and regulations with respect to its activities under this agreement

8.2 GPM’s obligations at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to GPM’s instructions, or modification or alteration of the Services by any party other than GPM or GPM’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 4, GPM will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.

8.3 GPM:

(a) does not warrant that:

(i) the Customer’s use of the Services will be uninterrupted or error-free; or

(ii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or

(iii) the Software or the Services will be free from Viruses; or

(iv) the Software, Documentation or Services will comply with any heightened cybersecurity requirements that go beyond standard security practices in the UK.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4 This agreement shall not prevent GPM from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

8.5 GPM warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

8.6 GPM shall obtain and maintain throughout the Term of the agreement and for three years thereafter professional indemnity insurance of £2,000,000 per claim to cover claims arising out of any alleged defects in the Software. The Customer may request GPM to obtain additional coverage, subject to payment of GPM’s additional costs.

8.7 GPM shall use reasonable endeavours to meet any performance dates agreed by the parties in writing, but any such dates shall be estimates only and time for performance by GPM shall not be of the essence.

9. Customer’s obligations

9.1 The Customer shall:

(a) Provide, in a reasonably timely manner, GPM with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such documents and information as may be required by GPM;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) without affecting its other obligations under this agreement, comply with all applicable laws including sanctions laws and regulations with respect to its activities under this agreement;

(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, GPM may adjust any agreed timetable or delivery schedule as reasonably necessary and GPM shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer’s delay;

(d) 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;

(e) obtain and shall maintain all necessary licences, consents, and permissions, at no extra cost to GPM, that are necessary for GPM, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

(f) ensure that its equipment, network and systems comply with the relevant specifications provided by GPM from time to time;

(g) ensure that (where relevant to the Services) its premises are appropriately prepared for the provision of the Services and constitute a safe and secure working environment for GPM’s personnel; and

(h) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to GPM’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

9.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9.3 If GPM’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees (Customer Default), then:

(a) without limiting or affecting any other right or remedy available to it, GPM shall first provide the Customer with prior written notice of the Customer Default and allow a reasonable cure period of 7 days for the Customer to remedy the Customer Default. If the Custromer fails to cure within that period, GPM shall have the right to suspend performance of the Services until the Customer Default is remedied, 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 GPM’s performance of any of its obligations;

(b) GPM shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from GPM’s failure or delay to perform any of its obligations as set out in this clause; and

(c) the Customer shall be responsible for all losses arising out of or in connection with the Customer Default.

10. Charges and payment

10.1 The Customer shall pay the Fee, Subscription Fees and Additional Fees (if applicable) (together the “Charges”) to GPM for the Subscriptions in accordance with the Order Form and this clause 10.

10.2 The Customer shall on the Effective Date provide to GPM valid, up-to-date and complete credit card details or approved purchase order information acceptable to GPM and any other relevant valid, up-to-date and complete contact and billing details.

10.3 The Customer shall pay each invoice, by direct debit, within 30 days after the date of such invoice to a bank account nominated in writing by GPM from time to time.

10.4 Where the Fee is calculated on a time and materials basis, GPM’s standard daily fee rates for each individual person are calculated on the basis of an seven-hour day, worked between 9am – 5pm on a Business Day

10.5 If GPM has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of GPM:

(a) the Customer shall pay interest which will accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of GPM’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.6 All amounts and fees stated or referred to in this agreement:

(a) shall be payable in pounds sterling;

(b) are non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to GPM’s invoice(s) at the appropriate rate; and

(d) 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 but excluding, without limitation, any banking or financial charges applicable to the payment) and are (unless explicitly stated otherwise in the agreement) non-cancellable and non-refundable.

10.7 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, GPM shall charge the Customer, and the Customer shall pay, GPM’s then current excess data storage fees. GPM shall provide the Customer with automated alerts when usage reaches 80% and 90% of the allocated disk storage space to allow the Customer to take appropriate action before incurring excess charges.

10.8 GPM shall be entitled to increase, on each anniversary of the Agreement, the following:

• Subscription Fees,

• fees for additional Subscriptions under clause 3.3

• Additional Fees payable under clause 4.4

• third party costs which relate to the Services; and

• licence costs and excess storage fees.

Such increases shall be calculated on a compounded annual basis in line with the percentage increase in the Retail Prices Index (or any official index replacing it) in the preceding 12-month period. For the avoidance of doubt, such increases only apply to the upcoming subscription year and shall not be backdated.

11. Non-solicitation

11.1 The Customer shall not, without the prior written consent of GPM, at any time from the date of the agreement to the expiry of 12 months after the termination of the agreement, solicit or entice away from GPM or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of GPM in the provision of the Services.

11.2 Any consent given by GPM in accordance with clause 11.1 shall be subject to the Customer paying to GPM a sum equivalent to 20% of the then current annual remuneration of GPM’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

12. Proprietary rights

12.1 The Customer acknowledges and agrees that GPM and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein or in the schedules, this agreement does 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 Services or the Documentation.

12.2 GPM 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.

12.3 The Customer consents that GPM may user the Customer’s company logo and name, separately or in any combination in their marketing, advertising or promotion materials, either in print, electronic presentation or on GPM’s website. GPM will not knowingly or intentionally alter the Customer’s logo or manipulate the image(s) either by blurring, distortion or any other means of reproduction or display.

13. Confidentiality

13.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of this agreement in connection with this agreement, including but not limited to:

(a) the existence and terms of this agreement or any agreement entered into in connection with this agreement;

(b) any information that would be regarded as confidential by a reasonable business person, including but not limited to the disclosing parties business, affairs, customers or clients; and;

(c) any information developed by the parties in the course of carrying out this agreement.

Confidential Information shall not include information that is or becomes publicly available (other than as a result of a breach of this agreement), was lawfully known to the receiving party before disclosure or is independently developed without use of the disclosing party’s confidential information.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

13.2 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement; or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

13.3 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

13.4 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 the disclosure as possible.

13.5 On termination or expiry of this agreement, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it; and

(c) certify in writing to the other party that it has complied with the requirements of this clause.

13.6 The above provisions of this clause 13 shall continue to apply for a period of 3 years after termination or expiry of this agreement.

14. Indemnity

14.1 The Customer shall defend, indemnify and hold harmless GPM against any third party claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

(a) the content, accuracy, or legality of Customer Data;

(b) the Customer’s unlawful use of the Services and/or Documentation; or

(c) the Customer’s breach of this Agreement,

provided that:

(i) the Customer is given prompt notice of any such claim;

(ii) GPM provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

(iii) the Customer is given sole authority to defend or settle the claim.

14.2 GPM shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this agreement infringes any third party intellectual property rights and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) GPM is given prompt notice of any such claim;

(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the GPM in the defence and settlement of such claim, at GPM’s expense; and

(c) GPM is given sole authority to defend or settle the claim.

14.3 In the defence or settlement of any claim, GPM may procure the right for the Customer 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 7 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

14.4 In no event shall GPM, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than GPM; or

(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by GPM; or

(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from GPM or any appropriate authority; or

(d) the Customer Data; or

(e) the Customer’s breach of this agreement.

14.5 The foregoing state the Customer’s sole and exclusive rights and remedies, and GPM’s (including GPM’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement or alleged infringement of any third party patent, copyright, trade mark or database right by GPM.

15. Limitation of liability

15.1 The following definitions apply in this clause 15:

(a) liability: every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and

(b) default: any act or omission resulting in one party incurring liability to the other.

15.2 Except as expressly and specifically provided in this agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. GPM shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to GPM by the Customer in connection with the Services, or any actions taken by GPM at the Customer’s direction;

(b) 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

(c) the Services and the Documentation are provided to the Customer on an “as is” basis.

15.3 Nothing in this agreement excludes the liability of GPM:

(a) for death or personal injury caused by GPM’s negligence; or

(b) for fraud or fraudulent misrepresentation.

15.4 Subject to clause 15.2 and clause 15.3:

(a) GPM shall have no liability for any:

(i) loss of profits,

(ii) loss of business,

(iii) wasted expenditure,

(iv) loss of agreements or contracts,

(v) loss of anticipated savings,

(vi) depletion of goodwill and/or similar losses,

(vii) loss or corruption of data or information, or

(viii) any special, indirect or consequential loss, costs, damages, charges or expenses; and

(b) GPM’s total aggregate liability to the Customer (including in respect of the indemnity at clause 14), in respect of all defaults shall not exceed the annual Charges paid by the Customer to GPM . If defaults committed in more than one Contract Year give rise to a single claim or a series of connected claims, GPM’s total liability for those claims shall not exceed the single highest annual Charges paid by the Customer to GPM for those Contract Years.

15.5 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of GPM’s Intellectual Property Rights.

16. Term and termination

16.1 The agreement shall commence on the Effective Date and continue until terminated in accordance with this clause 16, or by either party giving 180 days’ written notice to the other (such notice not to take effect until the expiry of the term set out in the Order Form) to terminate the agreement in whole or in part.  For the avoidance of doubt, any reduction in Subscriptions shall be subject to this clause, 16.1.

16.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, for the purposes of this clause a persistent failure of the GPM Service Level Schedule (3 failures per month in 3 consecutive months) shall amount to a material breach;

(c) becomes insolvent or if an order is made or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party’s assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt or 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;

(d) 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 16.2(c);

(e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(f) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

16.3 On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(b) the Customer shall immediately pay to GPM all outstanding unpaid undisputed invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, GPM may submit an invoice, which shall be payable within thirty (30) days of receipt;

(c) 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;

(d) GPM may destroy or otherwise dispose of any of the Customer Data in its possession unless GPM receives, no later than 30 days after the Effective Date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. GPM shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, subject at all times to agreed dates and transition requirements, and provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by GPM in returning or disposing of Customer Data;

(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(f) any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the agreement shall remain in full force and effect, including but not limited to the following clauses: clause 1 (Interpretation), clause 11 (Non-solicitation), clause 12 (Proprietary Rights), clause 13 (Confidentiality), clause 15 (Liability), clause 16 (Consequences of termination), and clause 28 (Jurisdiction).

17. Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving not less than 30 days’ written notice to the affected party.

18. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Waiver

19.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

19.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

19.3 No single or partial exercise by either Party of any right or remedy provided under the agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20. Severance

20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

20.2 If any provision or part-provision of this agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire agreement

21.1 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

21.2 The Customer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

22. Assignment

22.1 The Customer shall not, without the prior written consent of GPM, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

22.2 GPM 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 this agreement[, provided that it obtains the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed), except that GPM may assign its rights and obligations without such consent to any member of its group, provided that such assignment does not result in any material adverse effect on the Customer and is not made to a competitor of the Customer..

23. No partnership or agency

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).

24. Third party rights

24.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

24.2 The rights granted to the Customer under the agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

25. Counterparts

25.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

26. Notices

26.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a) 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

(b) sent by email to the following addresses (or an address substituted in writing by the party to be served):

(i) for the Customer:  the address or email address set out in the Order Form; and

(ii) for GPM: info@gpmdev.co.uk or Kings Parade, Lower Coombe Street, Croydon CR0 1AA.

26.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

27. Governing law

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 interpreted in accordance with the law of England and Wales.

28. Jurisdiction

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).

This has been entered into on the date stated at the beginning of it.