1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Additional Features: any improvement, enhancement or modifications to the Platform, the Services, or the functionality or features offered by them, whether following requests or feedback from the Customer or suggestions made by the Supplier.
Agreement: the contract between the Supplier and the Customer for the supply of Services in accordance with these terms and the Customer’s registration on the Platform or the Order Form, as the case may be.
AI: artificial intelligence.
AI Conversations: the features and functionality that allows the Customer to use the Supplier’s integration with the relevant AI Provider to:
a) interview research participants using AI (online chats between a chatbot and the Participants, where the AI chatbot asks questions that the research participants can answer through video, text or audio;
b) transfer the information (as Inputs) to the AI Provider (in audio, visual or text format, as the case may be);
c) summarise and analyse Inputs to generate Outputs such as key quotes, sentiments, and summaries of conversations, etc.
AI Functionality: AI Conversations and any other AI-enabled functionality provided by the Platform.
AI Provider: the third party service providers (which may be replaced by the Supplier from time to time) that provide and manage the AI Functionality including Open AI and others.
AI Usage Policies: each AI Provider’s usage policies (in each case, as amended or replaced from time to time) including Open AI (usage policy can be found here) and others.
Applicable Laws: means:
a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.
b) To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject.
Applicable Data Protection Laws: means:
a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Assigned Intellectual Property Rights: has the meaning set out in clause 14.3.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(c).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 15.5 or clause 15.6.
Customer: the company, person or firm (or other legal entity) who purchases Services from the Supplier.
Customer Content: any fonts, text, graphics, images, audio, video, data compilations or other information or materials (regardless of media or format) provided by the Customer for use by the Supplier in relation to the Services or added to the Platform by the Customer.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer, as set out in clause 8.7.
Documentation: the documents made available to the Customer by the Supplier on the Platform at https://arro-hq.notion.site/Arro-Help-Centre-f2cc9bfcd2d44d75b8257dfdfe5b4699 which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date on which the Customer subscribes to the Platform or that is specified in the Order Form, as the case may be.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not the Supplier) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Help Centre: the support pages at https://arro-hq.notion.site/Arro-Help-Centre-f2cc9bfcd2d44d75b8257dfdfe5b4699 (as amended or replaced from time to time).
Initial Subscription Term: the initial term of this agreement, being (as the case may be):
a) as selected during the sign-up process on the Platform for the “Free” Plan, "Beta" Plan or “Team” Plan (optionally, either one month or 12 months); or
b) as specified in the Order Form for the “Enterprise Plan”.
Input: any data or content submitted by the Customer to any AI Functionality.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, all other rights in the nature of copyright, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Monthly Unique Visitors: the number of times within a month that the Supplier’s API (application programming interface) is activated by a visitor to the Customer’s website or web application, or user of the Customer’s mobile application, loading a new page or activating a custom trigger specified by the Customer.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Output: any data or content output to the Customer by any AI Functionality.
Participant: any respondent or end-user of the AI Conversations or other AI Functionality provided by the Customer using the Platform.
Plan: the Customer’s chosen subscription plan, as selected during the sign-up process on the Platform or as specified in the Order Form (as the case may be), being either "Beta", “Free”, “Team” or “Enterprise”.
Platform: the platform at https://www.app.arro.co
Purpose: the purposes for which the Customer Personal Data is processed, as set out in clause 8.7.
Services: the subscription services provided by the Supplier to the Customer under this agreement via the Platform, as more particularly described in the Documentation.
Software: the online software applications provided by the Supplier as part of the Services.
Study: research to be undertaken by the Customer which requires the participation of one or more Participants.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for use of the Platform, as specified:
a) on the Platform and during the subscription process (for the "Beta" Plan and “Team” Plan – there are no fees payable for the “Free” Plan); or
b) as set out in the Order Form (for the “Enterprise” Plan),
which in each case are based on available features and the volume limits, including the number and types of studies that can be run, whether or not the Customer used the Supplier’s Platform integration on their website or mobile applications, limits on numbers of interviews (and, for the "Beta" Plan and “Team” Plan and “Enterprise” Plan, Monthly Unique Visitors) specified on the Platform and/or in the Order Form (as the case may be).
Subscription Term: the term of this agreement.
Supplier: Norden Lab Limited incorporated and registered in England and Wales with company number 13547444 whose registered office is at Courtenay House, Pynes Hill, Exeter, England, EX2 5AZ
Supplier Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a controller.
Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available on the Platform.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
User Subscriptions: the user subscriptions allocated by the Customer to the Authorised Users, which entitle them to access and use the Services and the Documentation in accordance with this agreement.
Virus: 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.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2 Clause 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 are to the clauses of this agreement.
2. Authorised Users
2.1 Subject to the Customer paying the Subscription Fees in accordance with clause 13, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) 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;
(b) 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; and
(c) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times.
2.3 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 the Supplier 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.
2.4 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 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
(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 25.1, 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 or Vulnerability into the Supplier's network and information systems.
2.5 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 the Supplier.
2.6 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.
3.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
3.2 The Supplier 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 during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
3.3 The Supplier will, as part of the Services provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.
4. Withdrawal of features and changes to them
4.1 The Customer acknowledges that the Services and the Platform are constantly evolving and that, in order to introduce new features, it may be necessary or desirable for the Supplier to:
(a) revise or remove existing features;
(b) remove features from certain Plans (and/or move them to other Plans);
(c) add usage limits or other restrictions in relation to certain features.
4.2 The Supplier may revise the Platform features and functions at any time, including without limitation by removing such features and functions. If any such revision to the Platform materially reduces the features or functionality provided by the Platform (as available at the time that the Customer entered into the agreement or moved to the then current paid Plan, as the case may be) so as to deprive the Customer of a significant proportion of its utility, the Customer may, within seven days of notice of the revision, terminate this agreement on written notice to the Supplier.
4.3 Notwithstanding a change to the features of the Platform that is applied generally, the Supplier may (but shall not be obliged to) permit the Customer to continue to use the relevant features or functionality, as they existed prior to the general change until such time as the Customer moves to a different Plan or agrees to an updated Plan, in which event the right of termination set out in clause 4.2 will not apply.
5. Incentive Management
5.1 The Supplier may wish to introduce incentive management functionality to the Platform at a future point in time.
6. AI Conversations and other AI Functionality
6.1 In relation to AI Functionality, the Customer understands, acknowledges and agrees that:
(a) AI Conversations requires the use of the Supplier’s integration with the relevant AI Provider and the transfer of the customer’s data to the AI Provider. The Customer agrees to the AI Provider’s use of the Inputs and Outputs, and the steps taken by the AI Provider in relation to data security, as linked from the Help Centre (in each case, as amended or replaced from time to time);
(b) the AI Providers may each temporarily store Inputs and Outputs to provide the AI Functionality, for debugging, and in order to monitor and prevent abusive or harmful uses or outputs of the AI Functionality (which may include authorised personnel reviewing Inputs and Outputs to investigate and verify potential abuse, and to report it to appropriate authorities);
(c) AI Conversations may fail to generate an Output response to an Input from time to time, due to rate limits imposed by the AI Provider;
(d) AI is an emerging and continually developing technology;
(e) there are risks inherent in neural network machine-learning models that are trained using internet data, including that Inputs may not be interpreted in the way expected and Outputs that may be unexpected, incorrect, or otherwise not be reliable;
(f) AI and machine learning are rapidly evolving fields of study and that, given the probabilistic nature of machine learning, use of AI Functionality may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts;
(g) the Customer’s relevant data (Inputs) will be passed through the AI Provider’s AI model in order to deliver the relevant functionality (Outputs) to the Customer;
(h) the nature of AI and machine-learning models is such that Outputs may not be unique (AI Functionality may generate the same or similar output for other customers of the Supplier or third parties);
(i) the functionality of AI Conversations and other AI Functionality is dependent on the continued availability of the AI Provider’s AI model;
(j) the Supplier has no control over the AI Provider’s AI model.
6.2 When using any AI Functionality, the Customer shall:
(a) comply with the terms of this agreement and all applicable laws (including, in relation to Inputs and any related Outputs, Applicable Data Protection Laws);
(b) comply with the Usage Policies; and
(c) assess and evaluate by human review all Outputs prior to using them in any way.
6.3 The Customer shall not:
(a) exceed any applicable volume limits or usage limits;
(b) use the AI Functionality in any way that infringes, misappropriates or violates any person’s or party’s rights;
(c) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of the models, algorithms, and systems of the AI Functionality (except to the extent such restrictions are contrary to Applicable Laws);
(d) use output from the AI Functionality to develop models that compete with the AI Provider;
(e) use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction;
(f) rely on Outputs to make any decision or to take, or refrain from taking, any particular action, or in any way that may give rise to loss, damage or legal consequences for the Customer or any third party;
(g) misrepresent the AI Functionality or the Outputs as being human-generated;
(h) use the AI Functionality in respect of any personal data of children under 13 or, if higher, the applicable age of digital consent.
6.4 The Supplier acknowledges and agrees that, as between the Customer and the Supplier, the Customer owns any and all Intellectual Property Rights in the Inputs.
6.5 The Customer grants to the Supplier a worldwide, non-exclusive, royalty-free licence to access and use the Inputs to perform, provide and maintain the AI Functionality, together with the right to sublicense the foregoing rights to the AI Provider and/or any other relevant third party AI service provider, and to the Supplier’s and their agents and contractors, solely to the extent necessary to enable the Supplier and them to perform, provide and maintain the AI Functionality.
6.6 The Supplier acknowledges and agrees that, as between the Customer and the Supplier, and to the extent permitted by law, the Customer owns any and all Intellectual Property Rights in the Outputs. Subject to clause 6.1(h), the Supplier hereby assigns as a present assignment of present and future rights all Intellectual Property Rights in the Outputs, to the extent (if any) that any such rights vest in the Supplier.
6.7 To the maximum extent permitted by law:
(a) The AI Functionality and all Outputs are provided “as-is” and without any warranty or quality assurance of any kind.
(b) The Supplier and its licensors make no warranties (express, implied, statutory, or otherwise) with respect to the AI Functionality and Outputs.
(c) The Supplier disclaims all warranties (including warranties of fitness for a particular purpose, satisfactory quality, non-infringement, quiet enjoyment, and any warranties arising out of any course of dealing or trade usage).
6.8 The Customer acknowledges the provisions of clause 6.7 to be fair and reasonable given the emerging and developing nature of AI.
6.9 The Supplier may, without any liability to the Customer whatsoever, terminate or suspend the Customer’s access to AI Functionality immediately on written notice to the Customer, if:
(a) the Customer breaches this agreement;
(b) the Supplier introduces separate or additional charges in respect of the AI Functionality;
(c) the Supplier opts to limit access to the AI Functionality to particular Plans (in which event, the Supplier will, at its option, either refund on a pro rata basis any charges paid by the Customer in respect of the AI Functionality for any period after the date of the change or permit the Customer to continue to use the AI Functionality for the remainder of the pre-paid period);
(d) the Supplier’s relationship or contractual arrangements with the AI Provider change or end (in which event, the Supplier will, at its option, either refund on a pro rata basis any charges paid by the Customer in respect of the AI Functionality for any period after the date of the change or permit the Customer to continue to use the AI Functionality for the remainder of the pre-paid period);
(e) the Customer’s use of the AI Functionality presents a risk to the Supplier, the AI Provider or any third party;
(f) the Supplier knows, or reasonably suspects, that the Customer is using the AI Functionality in any way that is fraudulent or unlawful or that could expose the Supplier to risk or liability.
6.10 If the Supplier terminates or suspends access to the AI Functionality pursuant to clause 6.9, the Customer shall not be entitled to any refund, credit or compensation of any kind, except as otherwise stated.
7. Research participant recruitment
7.1 The Supplier may wish to introduce a panel management system on the Platform at a future point in time. This panel may be provided by a third party provider.
8. Data protection
8.1 For the purposes of this clause 8, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
8.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
8.3 The parties have determined that, for the purposes of Applicable Data Protection Laws:
(a) the Supplier shall act as controller of the Supplier Personal Data; and
(b) the Supplier shall process the Customer Personal data, as a processor on behalf of the Customer.
8.4 Should the determination in clause 8.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 8 or other parts of the agreement.
8.7 In relation to the Customer Personal Data, the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject are as follows:
(a) Scope: to the extent necessary to provision of the Services;
(b) Nature: storage of personal data and research data (including video interviews and accompanying audio and related data, survey and research task responses and behavioural data as well as related data);
(c) Purpose of processing: provision of the Services;
(d) Duration of the processing: whilst an Authorised User is registered to use the Services; whilst the Services are being provided and/or the Customer Personal Data is processed on behalf of the Customer; and for such period thereafter as is required by law;
(e) Types of Personal Data: Name, user name and email address, consent to terms and conditions, consent to terms provided by the Customer, recordings of interviews, transcripts of interviews, responses to survey questions, chat transcripts, responses to research tasks and tests, research participant identifiers such as a userID provided by the Customer, website interactions provided by the Customer, technical data, such as browser type, device type and IP address;
(f) Categories of Data Subject: Employees, consultants, interviewees and research participants of the Customer, and visitors to the Customer’s website(s).
8.8 Without prejudice to the generality of clause 8.2 the Supplier shall, in relation to Customer Personal Data:
(a) process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the Purpose, unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
(f) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to store or to process that Customer Personal Data. For the purposes of this clause 8.8(f) Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
(g) maintain records to demonstrate its compliance with this clause 8 and allow for reasonable audits by the Customer or the Customer's designated auditor, for this purpose, on reasonable written notice.
8.9 The Customer hereby provides its prior, general authorisation for the Supplier to:
(a) appoint processors to process the Customer Personal Data, provided that the Supplier:
(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 8;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
(iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection. If, regardless of whether or not the Customer is able to demonstrate that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Supplier is unable to accommodate the objection, the Supplier shall have the right to terminate the agreement with immediate effect by giving written notice to the Customer without liability to the Customer.
(b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
8.10 Either party may, at any time on not less than 30 days' notice, revise clause 8 by replacing its relevant provisions with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
9. Third party providers
10. Supplier's obligations
10.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
10.2 The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 10.1.
10.3 The Supplier:
(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 Vulnerabilities or Viruses; or
(iv) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
(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.
10.4 This agreement shall not prevent the Supplier 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.
10.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
10.6 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available on the Platform, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier 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 the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.
11. Service Levels
11.1 Notwithstanding any other obligations under these terms, the Supplier does not adhere to any specific service level agreements with the Customers while still in beta. In the future, the Supplier reserves the right to introduce measurable service level agreements with the Customer for any of its paid Plans.
12. Customer's obligations
12.1 The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier;
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 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, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(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 necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) 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 the Supplier'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.
12.2 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.
12.3 The Customer acknowledges and agrees that:
(a) in order for the Services to operate correctly:
(ii) (where applicable) the SDK available from the Supplier will need to be integrated into the Customer’s applications,
(referred to in this clause 12.3 as Arro Embedding);
(c) it will procure consent to the use of Arro Embedding on visitors’ and users’ devices.
12.4 The Customer shall ensure that its use of the Platform is within the volume limits and Monthly Unique Visitors specified on the Platform and/or in the Order Form (as the case may be). In the event that the Customer’s use of the Platform reaches such volume limits and/or Monthly Unique Visitors, the Customer will not be able to use the relevant features of the Platform for the remainder of that billing period unless the Customer upgrades its account.
13. Charges and payment
13.1 The “Free” Plan” and the "Beta" Plan. There are no Subscription Fees payable for the "Free” Plan or “Beta” Plan.
13.2 The “Team” Plan:
(a) The Customer shall pay the Subscription Fees to the Supplier in accordance with this clause 13.2, the payment terms set out in clause 13.2(b) and clause 13.4.
(b) The Customer shall pay the Subscription Fees by credit card, debit card or direct debit via the Supplier’s payment provider from time to time (currently Stripe), such payments to be made:
(i) monthly, where the Initial Subscription Term is one month; or
(ii) annually, where the Initial Subscription Term is 12-months,
in each case the first payment being due on sign-up (or at such time as the Customer moves from the “Free” plan or “Beta” Plan to the “Team” plan).
13.3 The “Enterprise” Plan.
(a) The Customer shall pay the Subscription Fees to the Supplier in accordance with this clause 13.3 and clause 13.4.
(b) The Supplier shall invoice the Customer for the Subscription Fees on a monthly or annual basis, as specified in the Order Form, and the Customer shall pay each invoice within the number of days of the date of the invoice as is specified in the Order Form.
(c) The Customer shall pay each invoice by electronic funds transfer or by debit or credit card using the Supplier’s nominated payment services provider (currently Stripe), which the Supplier may change from time to time.
13.4 The “Team” Plan and “Enterprise” Plan.
(a) If the Supplier has not received payment by the due date, and without prejudice to any other rights and remedies of the Supplier:
(i) the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(ii) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
(b) All amounts and fees stated or referred to in this agreement:
(i) shall be payable in $USD;
(ii) are, subject to clause 17.3(b), non-cancellable and non-refundable;
(iii) are (where applicable) inclusive of value added tax.
(c) The Supplier shall be entitled to increase the Subscription Fees and the support fees payable pursuant to clause 3.3 with effect from each anniversary of the Effective Date upon 90 days' prior notice to the Customer and the agreement shall be deemed to have been amended accordingly.
14. Proprietary rights
14.1 The Customer acknowledges and agrees that the Supplier 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 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.
14.2 Without prejudice to the generality of clause 14.1, the Customer acknowledges and agrees that the Supplier will own all Intellectual Property Rights in any Additional Features, and that such Additional Features may be incorporated into the Services and Platform for use by other customers of the Supplier.
14.3 To the extent that they do not automatically vest in the Supplier, the Customer (by way of present assignment of future rights where appropriate) hereby assigns to the Supplier absolutely with full title guarantee all its right, title and interest in and to the Intellectual Property Rights in the Additional Features (Assigned Intellectual Property Rights), including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Intellectual Property Rights whether occurring before, on, or after the date of this agreement.
14.4 The Supplier acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Content. The Customer grants to the Supplier (or, in the alternative, warrants that it has procured for the Supplier):
(a) a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform the Customer Content in connection with the Services and the Platform and across different media, to expire when the Customer deletes the Customer Content from the Platform;
(b) a worldwide, non-exclusive, royalty-free, transferable licence for visitors to the Customer’s website, users of the Customer’s mobile application, and other relevant users, to use the Customer Content in relation to the Services and use of the Platform, to expire when the Customer deletes the Customer Content from the Platform.
14.5 The Supplier 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.
15.1 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:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
15.2 Subject to clause 15.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
15.3 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.
15.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 15.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
15.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
15.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
15.7 Subject to clause 15.8, 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.
15.8 Notwithstanding clause 15.7, the Supplier shall be permitted to refer to the Customer as a user of the Platform on its website, in its advertising and other promotional materials (regardless of media) and in discussions with prospective customers, and the Customer. The Customer hereby grants to the Supplier a worldwide, non-exclusive, royalty-free, perpetual, transferable licence to use its trade name, trade marks, logos and service marks in connection with the foregoing.
15.9 The above provisions of this clause 15 shall survive termination of this agreement, however arising.
16.1 Without prejudice to the Supplier’s obligations to perform its obligations in accordance with the terms of this agreement, the Customer shall defend, indemnify and hold harmless the Supplier 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:
(a) the Customer's use of the Services and/or Documentation;
(b) the Supplier’s use of the Customer Content,
including, but not limited to, infringement of any patent, copyright, trade mark, database right or right of confidentiality).
16.2 In relation to the indemnity set out in clause 16.1 (but not as a pre-condition to it), the Supplier shall ensure that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
16.3 The Supplier 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 United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) the Supplier 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 Supplier in the defence and settlement of such claim, at the Supplier's expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
16.4 In the defence or settlement of any claim, the Supplier 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 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
16.5 In no event shall the Supplier, 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 the Supplier; or
(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
16.6 The foregoing and clause 17.3(b) state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
17. Limitation of liability
17.1 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. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier 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.
17.2 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.
17.3 Subject to clause 17.1 and clause 17.2:
(a) the Supplier 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
(b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 16.3), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose (or, where the Customer is on the “Free” Plan or “Beta” Plan, £100.
17.4 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights”.
18. Term and termination
18.1 “Free” Plan, "Beta" Plan and “Team” Plan. This agreement shall, unless otherwise terminated as provided in this clause 18, commence on the Effective Date and shall continue for the Initial Subscription Term (being either one month or 12 months, as selected by the Customer during the sign-up process) and shall automatically extend for a period of equal duration (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party prior to the end of the Initial Subscription Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Subscription Term or the then current Extended Term, as the case may be. Alternatively, for the "Beta" Plan or the “Team” Plan, the Customer may instead give written notice to the Supplier that it wishes to downgrade to the “Free” Plan or “Beta” Plan, in which event this agreement will not terminate and the Customer’s “Team” Plan will be downgraded to the “Free Plan” or “Beta” Plan at the end of the Initial Term or the relevant Extended Term, as the case may be.
18.2 “Enterprise” Plan. This agreement shall, unless otherwise terminated as provided in this clause 18, commence on the Effective Date and shall continue for the Initial Subscription Term and shall automatically extend for either a period of equal duration or, if greater, a period of 12-months (Extended Term) at the end of the Initial Term and for a period of 12-months at the end of each Extended Term. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be. Alternatively, the Customer may instead give written notice to the Supplier that it wishes to downgrade to the “Free” Plan, in which event this agreement will not terminate and the Customer’s “Enterprise” Plan will be downgraded to the “Free Plan” or “Beta” Plan at the end of the Initial Term or the relevant Extended Term, as the case may be.
18.3 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 14 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;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) 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;
(g) 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 (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) 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;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) 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 18.3(c) to clause 14.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
18.4 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) 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;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten 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. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
19. Force majeure
The Supplier shall have no liability to the Customer 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 the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, 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 suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
20.1 The Supplier may vary this agreement by giving 30 days’ prior notice to the Customer (such notice may be given in writing, via email or by a notification on logging into the Platform). If the Customer reasonably considers the change to be detrimental, the Customer may terminate this agreement within seven days of receipt of such notification.
20.2 No other variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.3 This clause 20 does not apply to price changes in accordance with clause 13.4(c).
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.
22. Rights and remedies
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.
23.1 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.
23.2 If any provision or part-provision of this agreement is deemed deleted under clause 23.1 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.
24. Entire agreement
24.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
24.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
24.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
24.4 Nothing in this clause shall limit or exclude any liability for fraud.
25.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
25.2 The Supplier 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.
26. 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).
27. Third party rights
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.
28.1 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.
28.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email or a digital signature platform nominated by the Supplier shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement.
28.3 No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
29.1 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 email to the other party's email address, as set out in the Contact Details.
29.2 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 email shall be deemed to have been received at the time of transmission.
30. 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 construed in accordance with the law of England and Wales.
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).