Please read these terms carefully to understand your commitment and obligations
1. Welcome
Welcome to Nomi, the ultimate cloud accounting solution for accountants and bookkeepers. We’re thrilled that you are joining us! Before you begin using Nomi, please take a moment to review and agree to these terms. We’ve aimed to keep the language simple and clear, helping you understand your rights and responsibilities, as well as what you can expect from us.
It’s important to understand that these terms define your legal rights and obligations. If you do not agree to them, unfortunately, you will not be able to use our services.
Should you have any questions or need further clarification after reading these terms, please contact [email protected] and we will be happy to assist you.
2. Who we are
We are Nomisma Solution Ltd (us/our/we), a limited company incorporated in England and Wales with registration number 08511463 with our registered office at Suite 22 Winsor and Newton Building, Whitefriars Avenue, Harrow and Wealdstone, England, HA3 5RN and the creators of the Software, known as Nomi version 1.
We also act as an agent of TrueLayer, a limited company, incorporated in England and Wales, with registration number 10278251, registered office at Part Ground Floor (East) Floors 6 and 7 The Gilbert, 40 Finsbury Square London EC2A 1PX who is providing the regulated Account Information Service as part of our Services to you, and is Authorised and Regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 and the Electronic Money Regulations 2011 under Firm Reference Number: 901096.
3. Some Basics about signing up and your account:
By creating an account or agreeing to a Trial, you accept these terms on behalf of the organisation signing up for the account. To keep things simple, we’ll refer to you as you/your/the Company. We also mean all Authorised Users when we say “you”. Accepting these terms by clicking the button, it creates a legally binding contract between us and you.
You confirm that you have the necessary authority to enter into these terms on behalf of the Company. If you don’t have that authority or don’t want to accept these terms, you must not access or use the Services.
These terms explain the rights and responsibilities both of us have regarding your access to and use of the Services.
This Agreement starts on the date of the Order Acceptance (or, for a Trial, when we confirm in writing that you can participate). Unless it is cancelled earlier as outlined in these terms, it will continue for the length of the Subscription Period and then automatically end.
We may update these terms or any related documents from time to time by giving you reasonable notice. If you do not agree with any updates, you should cancel these terms and stop using the Services immediately.
These terms were last updated on 16/08/2024.
4. Reading these terms
We use these expressions below to explain the meaning of the legal terms we use in a way that is easier to understand.
Any word you see in capitals in these terms means the same thing everywhere it’s used, and we have also given you an exact meaning in the definitions.
Definitions given in these Terms will have the same meanings in any attached Schedule unless the Schedule provides its own definitions.
“Account” means the user profile you create when you join the Services. It has your login details, personal information, settings, preferences, and any data you keep or handle on the Platform. Your Account lets you access and use the services.
“Affiliate” means any entity that has direct or indirect power over, or is under the power of, or shares power with the subject entity, where “power” means the ability to influence or determine the actions of the subject entity, through owning voting securities, by contract or otherwise.
“Agreement/these Terms” means this document together with all schedules and annexures, unless we specifically say otherwise.
“Applicable Law/s” means all laws, regulations, directives, statutes, subordinate legislation, and common law that apply to the Services or Parties’ obligations under these terms in any territory.
“Authorised User” means your employees, contractors, agents, assessors, and Affiliates which are authorised by you to access the Services on your behalf in accordance with these terms.
“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London.
“Confidential Information” all information (whether in oral, written, or electronic form) relating to our business, technology, know-how or Intellectual Property Rights which may reasonably be considered to be confidential in nature; any manuals and user guides relating to our services; all information relating to our pricing terms; and all passwords and access details for our services; any flaws in our services.
“Company Data” means any data that you input into the Services or shared by you with us.
“Customer Data” refers to any Personal Data or personal information of Data Subjects that is included in the data that you give us, that we access, or that is entered into the Services.
“Data Protection Laws” means as applicable and binding on either of us, or the Services: the UK GDPR (General Data Protection Regulation), the Data Protection Act 2018, any laws which implement any such laws and any laws that replace, extend, re-enact, consolidate, or amend any of the foregoing.
“Devices” means the hardware, including but not limited to desktop computers, laptops, servers, smartphones, tablets, or any other computing or electronic devices, that are able to access and use the Services via an Internet connection.
“Fees” means the price you pay for the Subscription to the Services. We can update or amend our pricing from time to time.
“Intellectual Property Rights” means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights, domain names and all similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing.
“Invoice” means a document created by us that details the Fees applicable to your access to the Services and serves as a formal request for payment.
“Order Acceptance” means the date of our formal acceptance of your purchase of the Services and communicated to you by e-mail.
“Party” or the “Parties” refer to the parties to these terms.
“Personal Data” has the meaning given to Under the UK General Data Protection Regulation (UK GDPR) and essentially means any information that can be used to identify an individual (“Data Subject”) either directly or indirectly. This can include things like names, addresses, phone numbers, email addresses, IP (Intellectual Property) addresses, location data, biometric data, and more. It also includes factors specific to the person’s identity.
“Platform” refers to the software application, website, or online Services provided by us (whichever applies), that you access and use through an internet connection. This includes all the tools, features, and functionalities offered as part of the Services, as well as any updates, enhancements, or modifications made to it.
“Relief Event” means any breach by you or Force Majeure event (which means an event or sequence of events beyond either of our reasonable control preventing or delaying either of us from performing our obligations under these terms (provided that an inability to pay is not Force Majeure for these Terms), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.
“Services” means the services provided by us in terms of these terms where we host the Software, and you have the ability to access it remotely.
“Sign-Up” means when you create an account and sign up for a Subscription Period to receive the Services.
“Software” means the software owned by us, used in the provision of the Services, created by us, and known as Nomi, to which you have subscribed.
“Subscription Period,” means a period agreed on Sign-Up from the Order Acceptance. Each renewal period as described in clause 5.2 is a Subscription Period. In the event of a Trial, it will mean a period agreed with you on Sign-Up and will not renew automatically.
“Trial” means a limited period of evaluation, lasting for a period agreed on Sign-Up, during which you are granted access to and use of the Services, with the object of testing and providing feedback on its functioning.
“UK GDPR” means the retained version of Regulation (EU) 2016/679 (the “GDPR”) as it is applied in the United Kingdom with effect from 1 January 2021, as amended from time to time and any successor legislation.
5. Rights of use
Once we accept your order and subject to these terms, we give you a non-exclusive, non-transferable, non-assignable, non-sub-licensable, and revocable right to use the Services, which:
You’re granted access (in the form of a licence) to use our Services for the Subscription Period you choose, or for a specified period if you’re in a Trial, based on agreement at Sign-Up. The first Subscription Period begins on the date of Order Acceptance, or when you agree in writing to participate in a Trial. Each Subscription Period automatically renews for the same duration as the last one, unless earlier cancellation is made in line with these terms (except during a Trial). You can cancel Subscription Periods early following these terms.
Please be aware that you do not own the Services but only the right to access it on the Devices you own or control, in line with any Platform rules.
The right of access (licence) to the Services:
is only for your internal business use and by Authorised Users;
lasts for the period specified on Sign-Up;
is for specific, limited use and can be cancelled by us;
can only be used in the United Kingdom by those over 18;
is also subject to the other restrictions under these terms; includes content and materials, all our support resources, our Privacy Policy from time to time and updates to the Services (unless they come with separate terms), in which case we will let you review and accept the new terms.
excludes access to the internet;
exclude dedicated data backup or disaster recovery facilities.
6. Use of the Services
You agree not to use or access the Services in any way that goes against the restrictions in these terms, or in any way that isn’t allowed by these terms or is illegal.
You can only access the Services through the Platform. You need to follow the Platform’s terms of use (if any) as well as these terms. If there’s a conflict between them, the Platform terms prevail.
It might take up to 2 business days from the date we accept your order to set up your access to the Services (or that of a new Authorised User).
Your access to the Services depends on following the rules in these terms (as amended by us occasionally).
The Services is designed to work on different devices, but keep in mind that different devices may have different screen sizes and processing power, which can affect your experience
You may allow an unlimited number of Authorised Users to access the Services on your behalf. Any obligation on you to do or not do something under these terms includes an obligation on you to ensure all Authorised Users do or do not do that thing as well. The best way to ensure this, is to have them read these terms.
You will:
Be responsible for what the Authorised Users do or don’t do, just as if it was you;
Make sure only Authorised Users are using the Services and let us know right away if anyone else is using or accessing it.
Make sure that the Services is only used for your benefit and not for anyone else;
Make sure each Authorised User knows and follows the rules and restrictions in these terms, especially those about Confidential Information;
Have the right to give access (and the type of access) or revoke access to your Authorised Users. You remain fully responsible for any disputes with Authorised Users because they were revoked or for any other reason;
Have the right to transfer your subscription;
Let us know immediately if any system used to access the Services is hacked.
7. Types of Users
The main Subscriber
As a subscriber, you’re in charge of managing your subscription and deciding who can use it. It’s an important responsibility! For example:
You can transfer a subscription.
You control who gets access to the subscription and decide what kind of access they have.
You can change or revoke their access whenever you want.
You’re responsible for sorting out any disputes with invited users over access to your subscription.
You’re accountable for all activities by your invited users.
An Authorised User
8. Trials
A Trial lets you use the Services for a short time, based on the number of days we agreed when you signed up. During the Trial, you must follow these terms. Remember, any data you create or submit during the Trial might have some limits, like how long we keep it or how you can use it.
When the Trial ends (this happens automatically on the last day), your access will be cancelled unless we agree on something else. If you want to keep using the Services, you’ll need to sign up for a subscription or make a purchase agreement with us.
9. What you may not do
You agree not to, and won’t try to (unless these terms specifically allow it):
Copy, share, sell, or use any part of the Services in any way that’s not for your own business. This means you can’t change it, give it to others, sell it, or make money from it in any other way.
Let anyone else use the Services, even indirectly, whether they pay you or not. This includes not giving them a sub-license.
Create new versions or improvements to the Services based on our software or platforms, or any part of the Services itself.
Allow the Services or any application to be merged into any other program or service, except for using the Services under these terms.
Try to reverse engineer, decompile, or access the source code of the Services.
Create software that is very similar to the Services, which you couldn’t make without using or understanding the Services.
Remove, change, hide, rebrand, translate, add to, or alter any trademarks, terms, warranties, or other notices related to the Services.
Use the Services for any purpose other than what it’s intended for under these terms.
Export or allow access to the Services from any country where a license or approval is required, and you will be fully liable for any such exporting/use.
Share or make public any information about the Services, including its availability, functions, problems, or performance, through things like screenshots, pictures, or videos.
Use the Services in ways that:
Is illegal, obscene, indecent, threatening, harassing, racist, defamatory, or libellous
Could harm or endanger anyone, whether emotionally or physically.
Can be seen as slander, intimidation, or bullying.
Contains any viruses, harmful codes, or malicious software like malware, trojans, ransomware, or spyware.
Break any laws, especially those about privacy and data protection.
Go against these terms.
Disrupt or interfere with the Services or any part of our operations, business, systems, or those of others.
Harm or put anyone at risk.
Infringe any Intellectual Property Rights.
Gather or collect any information or data from the Services or our systems or try to decode any transmissions to or from the servers.
Use the Services to store, send, process, or transmit any data that:
Remember, nothing in these terms takes away any of your rights under Applicable Law that can’t be excluded or limited by agreement.
10. Data protection
Protecting your personal data is important to us. Our latest privacy policy can be found at https://www.nomi.co.uk/privacy.
We only use personal data we collect through your use of the Services in ways outlined in our privacy policy or as you instruct. We will protect you against any breaches up to the maximum liability stated in these terms.
You agree to always fully comply with applicable Data Protection Laws when collecting, storing, and using personal data while using the Services. If you breach this clause, you will cover any loss or damage we suffer as a result.
11. Your responsibility to us
If something you do while using our Services causes loss or damage (excluding personal injury or death) that isn’t due to our negligence (like if someone sues us or we have to pay legal fees because you didn’t follow this agreement or the law, including any claims that any Authorised User Data or Company Data infringes on third-party Intellectual Property Rights or is unlawful), you agree to take responsibility and cover these costs fully.
You agree to cover us for any losses, claims, damages, liability, Data Protection Losses, costs (including legal and professional fees), and expenses we (or any of our Affiliates) incur because you (or your Affiliates, contractors, agents, employees, assessors, and Authorised Users) breach our Agreement. This includes but isn’t limited to: (i) reasonable legal fees and court costs we incur defending against any legal claims; (ii) settlement amounts or damages awarded against us in any legal proceeding; (iii) costs incurred in enforcing this indemnification clause; (iv) any other expenses or losses resulting from your actions while using our Services.
If you need to indemnify us, we will notify you in writing. You agree to pay any amounts due under this clause within 30 days of receiving such notice.
12. Support and contact *
If you need to get in touch with us, you can use any of the following methods:
If we need to get in touch with you, we will do so by email or call.
13. Updates/maintenance on the Services
We’ll do our best to keep the Services running smoothly for you, but there might still be some minor bugs or errors as is the nature of software products. These small issues won’t count as a breach of these terms, and we’ll work to fix any problems as quickly as we can.
We may update the Services from time to time to fix bugs, improve performance, add new features, or address security issues.
Sometimes we might change or remove certain features, but we’ll make sure the Software still matches the description you received when you first bought it.
We’ll try to let you know in advance about any scheduled maintenance. However, there might be times when the Services goes down unexpectedly due to emergencies or things beyond our control, and we might not be able to give you advance notice. In such cases, Services availability could be disrupted longer than we initially expected.
Updates to the Services will happen automatically. If you block or stop these updates, you might not be able to keep using the Services.
You need to keep all software, apps, security settings, and third-party programs on your devices up to date by installing updates as soon as they’re available. If you don’t update and there’s a security breach, we can’t be held responsible for any loss or damage that might occur.
We have the right to change features and functionality at any time, but we’re not obligated to do so. We’ll always try to make these changes beneficial for you.
The Services relies on several things working properly, like your internet connection and your device. These are outside our control. While we’ll do everything, we can, to help resolve issues, we’re not responsible if you can’t use all or part of the Services due to a poor internet connection, faulty device components, or other factors we can’t control.
14. Pricing
In return for being allowed to access the Services under these terms, you’ll pay us the Fees specified on Sign-Up, unless we’ve agreed otherwise. Fees need to be paid in advance and include VAT (Value Added Tax).
All payments you make under these terms should be without any deductions, withholdings, set offs, or counterclaims, except as required by law or if we’ve agreed otherwise in writing.
If you don’t pay the full amount due by the due date, we might charge you interest at 10% per year above the base rate of Bank of England at the time. We may also suspend your access to the Services. Interest will be charged from the due date until the payment is made in full.
If you cancel these terms for any reason or if access to the Services is temporarily disrupted or suspended due to reasons beyond our control, you won’t be entitled to a refund for any fees you’ve paid in advance.
We might increase the fees for any Services with notice to you, but we won’t increase the fees with less than 60 days’ notice or more than once every 12 months.
This clause doesn’t apply to a Trial.
15. Warranties
We promise that: (a) The Services will work as described when you use it according to our Agreement (except for situations we’ve mentioned otherwise) during your Subscription Period. (b) We’ll carry out our obligations under these terms with reasonable care and skill.
If we breach any warranty in clause 15.1, we will either try to repair or fix the Services within a reasonable time or (whether or not we have first attempted to repair or fix the Services) refund you the Fees (partially or in full, at our discretion) that you paid for the Subscription Period when we were in breach. To the maximum extent permitted by law, this clause is your only remedy (whether in contract, negligence, or otherwise) for any breach of the warranties in clause 15.1.
The warranties in clause 15.1,are subject to the limitations in these terms, such as errors arising from: (a) Incorrect use or access to the Services by you or any Authorised User (including not following the Agreement, our user guides, or failing to meet minimum specifications); (b) Using the Services for purposes other than intended; (c) Using the Services with incompatible software, services, or equipment (unless we recommended otherwise); (d) Any act by a third- party (like hacking or introducing a virus or malicious code); (e) Any modification, update, or maintenance of Software (other than by us or under our direction); or (f) Any breach of our Agreement by you or any Authorised User.
Other than what’s stated in these terms, all warranties, conditions, terms, undertakings, or obligations, whether express or implied by statute, common law, or otherwise (including any implied terms relating to quality, fitness for a particular purpose, or ability to achieve a particular result) are excluded to the extent permitted by law.
16. Intellectual Property Rights
We, or a third-party (for third-party apps or software used in delivering the Services), own all the Intellectual Property Rights related to the Services (or the third-party does for their software). This includes related documents, apps, and data (but not Applicant and Company Data). You agree to sign any documents and do anything we think is needed to confirm this ownership.
You agree that the Intellectual Property Rights in the Services are not sold to you, and that you have no rights to the Services other than the right to use it according to these terms or the terms of the third-party software, as applicable.
You and your Authorised Users might be able to store or send Company and Customer Data via email or other means to places outside our control using the Services’ functions. We’re not responsible for any data (Company or Customer Data) once it leaves the Services environment, and you agree to cover any loss or damage related to such data being outside our systems and control.
You give us and our subcontractors a free, non-transferable, non-exclusive licence to use and copy the Customer Data and Customer Data, but only as far as necessary to comply with or carry out our rights and obligations under these terms, any Data Processor Agreement with you, or any Applicable Laws.
This clause will remain in effect even after these terms is cancelled or expires
17. Defence of any IP infringement claims
If someone makes a claim against you saying that your use of the Services infringes any copyright, database right, or registered trademark, design, or patent in the UK (an IP Claim), you need to let us know in writing within 24 hours of getting the claim or becoming aware of it.
We’ll take over the defence of the claim right away, and you shouldn’t do or say anything that might hurt our ability to defend or settle the claim. You’ll need to help us as much as we reasonably need.
If there’s an IP Claim, we can choose to end our Agreement immediately by giving you written notice and refunding you for any unused portion of the Fees you paid in advance. Alternatively, we can choose to fix the issue causing the claim and continue providing the Services under these terms.
We won’t be responsible or obliged to defend any IP Claim that arises from:
Any changes made to the Services without our written approval;
Any of your Company Data or the Customer Data;
Any Free or Trial services;
Any Open-Source Software;
Any breach of our Agreement by you;
The Services being installed or used differently than these terms states; or
The Services being used with any software, hardware, or data not supplied or expressly authorised by us.
If, despite the above, you suffer actual damages due to a final judgment or determination against you, we will be liable for those actual losses only.
The provisions of this clause are your only remedy for any IP Claim.
18. Feedback
We are free to use any ideas or suggestions for improvements or changes to the Services (or other services) that you or any Approved User provide to us, even during a Trial. These ideas or suggestions are collectively called Feedback. We can use this Feedback for any purpose without having to pay you or limit how we use it. By giving us Feedback, you agree to give us all ownership rights to the ideas and suggestions, both now and in the future. This includes giving up any personal rights related to authorship or integrity of the ideas and suggestions. These rights transfer to us as soon as you give us the Feedback. This applies to Trials too.
19. Monitoring & Suspension
We may monitor, collect, store, and use any information related to the Services. This includes information about performance and use, to check for breaches of these terms or errors, and to maintain, develop, and improve our services. This applies during a Trial too.
We may suspend your or any Authorised Users’ access to the Services/ (or any part of it) if:
we suspect that there has been any misuse of the Software or breach of these terms;
you fail to pay us any sums due under these terms; or
it is required by law, by court or governmental or regulatory order.
Where the reason for the suspension is suspected misuse of the Services or breach of our Agreement, without prejudice to our rights under clause 23, we will take steps to investigate the issue and may restore or continue to suspend access at our discretion.
In relation to suspensions under clause 19.2(b) above, we will try to restore your access to the Services promptly after we receive Fees in full and cleared funds.
The Fees will remain fully payable during any period of suspension and no refunds will be given.
20. Customer Data
You will have access to data stored as part of our Services through your use of the Services. The Services may also permit you to input certain data, including Customer Data and Company Data. The rules governing the processing, deletion, and other terms of handling the Customer Data and Company Data are detailed in our Data Processing Agreement.
We may share anonymised aggregated data with our partners in line with our privacy policy from time to time.
21. Confidential information
You will maintain the confidentiality of our Confidential Information and will not without our prior written consent, disclose the Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under these terms.
You undertake to: disclose the Confidential Information only to those of your officers, employees, agents and contractors to who, and to the extent to which, such disclosure is necessary for the purposes intended under these terms; ensure that such persons are made aware of and agree in writing to observe the obligations in this clause 21; and be responsible for the acts and omissions of such persons as if they were your own acts or omissions.
The provisions of this clause 21 will not apply to information which: is or comes into the public domain through no fault of you, your officers, employees, agents or contractors; is lawfully received by you from a third-party free of any obligation of confidence at the time of its disclosure; can be proven by written evidence was independently developed by you, without access to or use of the Confidential Information; or is required by law, by court or governmental or regulatory order to be disclosed provided that You, where possible, notify us at the earliest opportunity before making any disclosure.
Your obligations under this clause 21 will continue in full force and effect during the term of these terms and for a period of 10 (ten) years from the date of cancellation or expiry of these terms.
22. What liability we each have
Our combined liability under or in connection with these terms (regardless of whether such liability arises in tort, contract or in any other way related to these terms and whether or not caused by negligence or misrepresentation or under any indemnity) will not exceed the value of the Fees received by us for the Services under these terms in the previous 12 (twelve) month period. This includes any liability; however, it may arise, including in contract, tort, negligence, breach of statutory duty, misrepresentation or otherwise
We will not ever be liable to you for any consequential, indirect, or special losses.
We will not be liable for any of the following (whether direct or indirect): a)loss of business, profit, or revenues; b) damage, destruction, loss of use or corruption of any data; c) loss or corruption of software or systems; d) loss or damage to equipment; e)harm to reputation or loss of goodwill; f) loss of use; h) loss of contract or commercial opportunity; i) loss or liability (direct or indirect) in relation to any other contract; and/or j) wasted expenditure.
Irrespective of any other provision of these terms, our liability will not be limited or excluded in any way in respect of the following: death or personal injury caused by negligence; b) fraud or fraudulent misrepresentation; and/or any other losses which cannot be excluded or limited by applicable law.
You will have sole responsibility for any results obtained from the use of the Services and any decision or actions taken by you as a result of your use.
This clause will survive cancellation of these terms.
23. Term, and Cancellation
You may cancel these terms by giving us notice in writing (e-mail) of at least 30 days, if we commit a material (significant) breach of the Agreement which is not remedied within 20 Business Days of you giving us written notice of such breach.
We can cancel these terms immediately by giving you written notice if you commit a material (significant) or repeated breach that isn’t fixed within 20 business days after we notify you in writing to do so.
When these terms are cancelled or expires (for any reason), your rights under these terms will end, and you (and any Authorised Users) must stop using the Services. You are responsible for backing up and exporting any Customer Data. After the cancellation or expiry, we may not be able to help you recover any data unless required by law. We will only keep such data for a period in accordance with the Data Processing Agreement and Data Protection Laws.
Cancelling or ending our Agreement won’t affect any rights or liabilities either of us have accrued until the cancellation or expiry date. Any part of our Agreement that is meant to continue beyond cancellation will still apply.
Any Trial will automatically end after the term we agreed on at Sign-Up, unless cancelled earlier.
24. Relief Events
We will do our best to fulfil our obligations under these terms, however, certain circumstances beyond our control may impact our ability to perform as expected. To the maximum extent permitted by law, neither of us will be liable (under any legal theory, including, without limitation, negligence) for any breach, delay, or default in the performance of these terms to the extent it (or the circumstances giving rise to it) arises from a Relief Event.
The party affected by such circumstances will promptly notify the other in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
If the Relief Event exist for a continuous period of more than 3 (three) months, either of us may cancel these terms by written notice to the other, without penalty. This will be 14 (fourteen) days for a Trial.
25. Dispute Resolution, Governing law, and Jurisdiction
If there is a dispute about the existence, interpretation, and effect of these terms; the Parties’ respective rights or obligations under these terms; or the rectification of these terms, it will be decided in accordance with the provisions set out below.
The party who identifies the disagreement must write to the other outlining what the disagreement is about. Then, within 14 (fourteen) Business Days, senior managers from each side will meet virtually and try to reach an agreement in a friendly way.
If, after a further 14 (fourteen) days we still cannot resolve the dispute, the dispute will be referred to an independent mediator in England, who we will both agree on and if we cannot agree, will be nominated by the LCIA (London Court of International Arbitration). The mediator will try to help us resolve the disagreement within a further 30 (thirty) days.
If mediation (above) does not resolve the dispute and no settlement was reached within the 30 (thirty) days, the dispute will be referred for arbitration. We will follow the LCIA Rules, and the process will be handled by a single independent arbitrator, in English.
The seat of the arbitration in terms hereof will be London, England and the governing law, English Law.
We agree that neither of us will refer the dispute for arbitration or a court of law until we have attempted to settle it by way of mediation.
We both agree that the decision reached through this dispute resolution process will be final and we will both have to follow it.
These rules are severable from the rest of the contract and will survive cancellation of these terms and apply to a Trial.
26. General
Any reference to these terms includes all Schedules which will be considered to have been incorporated into this document and will form an integral part of it. Expressions defined in the main Agreement will also apply to a Schedule unless it states differently.
In the event of any conflict between the provisions of these terms and a Schedule, these terms will prevail.
A reference to a Party will include a reference to that Party’s successors and assigns. This Agreement will be binding on and enforceable by the heirs, trustees, estates, executors, administrators, liquidators and/or assigns of the Parties as fully and effectively as if they had signed these terms in the first place and reference to any Party will also be to them, as the case may be.
Any reference to legislation or subordinate legislation or to any other agreement is to it at the Offer Acceptance date and as amended and/or re-enacted from time to time.
Where the day on or by which anything is to be done is not a Business Day, it will be done on or by the first Business Day after.
A reference to a document will include an amendment or supplement to or a replacement or novation of that document.
If any provision in any definition set out in any clause in these terms is a substantive provision giving rights or imposing obligations on any Party, effect will be given to it as if it were a substantive provision set out in the body of these terms.
No remedy granted by these terms will exclude any other remedy available at law.
Earlier drafts of these terms will not be admissible in any proceedings as evidence of any matter relating to any negotiations preceding the signature of these terms.
The use of any expression in these terms covering a process available under English law such as a winding up will, if any of the Parties to these terms is subject to the law of any other jurisdiction, be interpreted as including any equivalent or similar proceedings under the law of such defined jurisdiction.
Any reference in these terms to a Party will include a reference to that Party’s assigns expressly permitted under these terms and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be.
If any provision of these terms or of any part hereof to any extent is or becomes invalid or unenforceable, the Parties will agree on such adjustments as are necessary and reasonable in order to ensure continued delivery of the unaffected portions and to secure the vital and strategic interests of the Parties, taking into account the main objectives fundamental at the time of execution of these terms.
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties. For this purpose, advanced electronic signatures will be acceptable.
This Agreement contains the whole agreement between the Parties in respect of the subject matter of agreement and supersedes and replaces any prior written or oral agreements, representations, or understandings between them relating to such subject matter. The Parties confirm that they have not entered into these terms on the basis of any representation that is not expressly incorporated into these terms.
When we use words in the singular form, they also include the plural form, and vice versa. For example, when we say “device,” it also includes “devices” and vice versa.
When we talk about “persons”, we are including all sorts of groups, like partnerships, trusts, corporations, and even governments.
Any references to laws or regulations include any changes, updates, extensions, replacements, or re-enactments of those laws or regulations.
When we use the word “include” or “including,” it does not limit what we are referring to. Similarly, when we use the word “other” or similar terms, it does not restrict the meaning to a specific type or category.
Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11 p.m. on 31 January 2020 from time to time.
All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
A reference to a ‘company’ includes any company, corporation, or other body corporate, wherever and however incorporated or established.
A reference to a gender includes all other genders.
These general terms apply to a Trial as well.
A reference to ‘writing’ or ‘written’ includes e-mail.