Terms of Service

THIS MASTER TERMS & CONDITIONS AGREEMENT IS THE “MASTER TERMS & CONDITIONS” REFERRED TO IN YOUR AGREEMENT WITH CONVERSE360 LIMITED. THESE MASTER TERMS & CONDITIONS ARE INCORPORATED BY REFERENCE (AND FORM PART OF) YOUR AGREEMENT AND ANY AND ALL OTHER AGREEMENTS WITH CONVERSE360 LIMITED YOU MAY HAVE FROM TIME TO TIME.

Agreed terms

I. Interpretation

1.1 Any term or expression defined in any other agreement with Converse360 and used in this agreement shall have the same meaning as set out in those other agreements (when used herein, unless otherwise defined herein). Additionally, the definitions and rules of interpretation set out in this clause apply in this agreement.

‍1. Authorised Users: those employees, agents and independent contractors of the Customer, its subsidiaries and affiliates, who are authorised by the Customer to use the Services, Software and Documents and which are set out on an Order Form.

2. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

3. C360 IPR: means any and all Intellectual Property Rights in any of all Intellectual Property Rights in some or all of the Services, Software, C360 Products, the Products and the Documents and any other intellectual property rights owned and/or used by C360, from time to time.

4. Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.

5. Customer: each entity who signs an agreement with the Reseller for the Resold Services and/or a EULA with Converse360, and for whom the Reseller executes an Order Form and pays the corresponding Subscription Fees.

6. Customer Data: the data inputted by the Customer, Authorised Users, or the Reseller on the Customer's behalf for the purpose of using the Resold Services or facilitating the Customer's use of the Resold Services and any data generated by, or derived from the Customer's use of the Resold Services, whether hosted or stored within the Resold Services or elsewhere.

7. Cybersecurity Requirements: all laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, and sanctions, applicable to a party, relating to security of data or network and information systems and security breach and incident reporting requirements, including any applicable Data Protection Legislation, the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the NIS Regulations, all as amended or updated from time to time.

8. Data: either or both of the Customer Data or the Reseller Data.

9. Data Protection Legislation:  all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications), and the guidance and codes of practice issued by the Commissioner or other relevant regulatory authority and which are applicable to a party.

10. Documents: the document(s) made available to YOU by Converse360 online via www.converse360.co.uk/log-in and www.converse360.co.uk/terms-of-service or such other web address notified by Converse360 to the Reseller from time to time which sets out a description of the Services and the user instructions for the Services.

11. Effective Date: the date of this agreement or in the case of the EULA where no other agreement with Converse360 and you exists, the date of entering into the EULA.

12. EULA: means Converse360 Master End User Licence Agreement (whose terms and conditions are more particularly set-out at www.converse360.co.uk/eula and as are in effect on the date of this agreement) made between Converse360 and YOU and any amendments to the same which are notified by Converse360 to YOU from time to time.

13. Force Majeure Event: means an event which is beyond the reasonable control of the party seeking to rely on such event (except to the extent such party could reasonably have avoided such event or its consequences by implementing such business continuity and/or disaster recovery measures and otherwise exercising such level of care in each case as required to meet Good Industry Practice), including:

1. riot, civil unrest, military action, terrorism or war (whether declared or not) or threat of or preparation for war;

2. damage to or destruction of premises or equipment, or breakdown of equipment, in each case not attributable to the party seeking to rely on such event;

3. imposition of sanctions, embargo, blockade, or breaking off of diplomatic relations;

4. epidemic (including any Public Health Emergency of International Concern or pandemic declared by the World Health Organization) or pandemic;

5. any failure or refusal of any government or public authority to grant the necessary licence, permit or consent;

6. any change in applicable law materially impacts a party's ability to perform any obligation under this agreement or significantly increases the costs to be incurred or effort to be expended by any party in performing its obligations under this agreement;  

7. earthquake, storm, fire, flood, landslide or other natural disaster; and

8. industrial action, strikes or lockouts by employees of third parties (excluding subcontractors and suppliers of the party seeking to rely on such event unless no substitute is reasonably available).

14. Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading supplier within the relevant industry or business sector.

15. Incident: any Vulnerability, Virus or security incident which:

1. may affect the Software, the Services or Resold Services; or

2. may affect either party's network and information systems, such that it could potentially affect the Software, Services or Resold Services.

16. Initial Term: has the meaning as that the term defined in the Reseller Agreement or the EULA; as the context may admit or require.

17. Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and rights in domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, [rights in computer software,] database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.

18. Known Vulnerability: any Vulnerability that has either:  

1. been assigned a Common Vulnerabilities and Exposures (CVE) number;

2. been disclosed on the National Vulnerability Database available at the website operated by the US National Institute of Standards and Technology (NIST) from time to time; or

3. been disclosed on the internet, or any [open] public database, such that it would be revealed by reasonable searches conducted in accordance with Good Industry Practice.

19. Latent Vulnerability: any instances of typical classes of Vulnerability, including without limitation buffer overflows, cross-site scripting (XSS) and Structure Query Language (SQL) injection.

20. Legislation: any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.

21. Mitigate: the taking of such reasonable steps that would be taken a prudent supplier in accordance with Good Industry Practice to mitigate against the Incident in question, which may include (in the case of a Vulnerability) coding changes, but could also include specification changes (for example, removal of affected protocols or functionality in their entirety) provided these are approved by the Reseller (or YOU, if different) in writing in advance, and the terms Mitigated and Mitigation shall be interpreted accordingly.

22. NIS Regulations: the Network and Information Systems Regulations 2018 (SI 2018/506).

23. Normal Business Hours: 9:00am to 5:30pm local UK time, each Business Day.

24. Relevant Policies: has the meaning set out in clause 8.1(c).

25. Relevant Requirements: has the meaning set out in clause 8.1(a).

26. Reseller: means, if not YOU, the person designated as the “Reseller”, “Distributor”, “Vendor”, “Customer” and/or any similar expression used in the relevant reseller agreement made with Converse360 Limited.

27. Services: means those services as defined in the Reseller Agreement or EULA (as the case may admit or require), and the associated documents relating to each of them [together with any other services or products and related documents developed by Converse360 which Converse360 may permit YOU (or the Reseller), by express notice in writing, to market pursuant to this agreement.  

28. Software: the online software applications provided by Converse360 as part of the Services.

29. Subscription Fees: the subscription fees listed in the Order Form or in the agreement you have with Converse360 (as relevant) and payable by YOU, the Reseller, Distributor or Customer (as the case may be) to Converse360 for each User Subscription as set out in the relevant Order Form or agreement.

30. Subscription Term: means the term set out in the relevant Order Form or YOUR the agreement with Converse360.

31. Support Services Policy: Converse360's policy for providing support in relation to the Services as made available in the Statement of Works or such other website address as may be notified to YOU or the Reseller from time to time.

32. Trade Marks: the trade mark registrations and applications, together with any unregistered trade marks, together with any further trade marks which Converse360 may permit or procure permission for YOU or the Reseller by express notice in writing to use in respect of the Services.

33. User Subscriptions: the number and type (where relevant) of user subscriptions which entitle Authorised Users to access and use the Services, Software and Documents in accordance with the EULA, as specified in each Order Form.

34. VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

35. Virus: any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program 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.

36. 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 confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

37. Year: the period of 12 months from the Effective Date and each consecutive period of 12 months thereafter during the term of this agreement.

38. YOU: means the relevant contracting counterpart to any agreement with Converse360 Limited to which this agreement also relates.

2. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).  

4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

7. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

8. A reference to writing or written excludes faxes and email.

9. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

10. If there is any conflict or ambiguity between the terms and/or provisions of any of the documents below:

1. Order Form;

2. Reseller Agreement, Distributor Agreement, Vendor Agreement, Customer Agreement (in this order of priority with Reseller Agreement being the highest priority and Customer Agreement being the lowest (in this 1.10(b) list));

3. Master Terms & Conditions;

4. Introducer Agreement; and

5. EULA,

then a term and/or provision contained in a document higher in the list shall have priority over one contained in a document lower in the list.

2. EULA  

2.1 YOU shall:

1. comply with the EULA with regard to any use of the Services by YOU or the Reseller, or its personnel;

2. not authorise, facilitate, enable or knowingly permit any breach of the EULA by any third party, including any Customer or prospective customer;

3. take reasonable steps in accordance with Good Industry Practice to:  

1. ensure that each Customer and its personnel complies with the EULA; and

2. monitor [and record] compliance with the EULA by each Customer and its personnel; and

4. provide reasonable assistance, at its own cost, to enable Converse360 to manage and enforce the terms of the EULA, including, on a monthly basis and subject to clause 11, providing Converse360 such information including names and addresses about the Customers and their personnel and the use of the Resold Services as is reasonably required by Converse360 for these purposes.

3. YOUR warranties, undertakings and obligations  

3.1 YOU warrant and undertake that:

1. YOU have full capacity and authority and all necessary consents to enter into and to perform this agreement and to grant the rights and licences referred to in this agreement and that this agreement is executed by its duly authorised representative and represents a binding commitment on YOU;  

2. without affecting YOUR other obligations under this agreement, YOU shall comply with all applicable Legislation in the performance of YOUR obligations under this agreement; and

3. in performing YOUR obligations under this agreement, YOU shall comply with the Mandatory Policies (to the extent YOU are notified of the same).

4. Converse360 warranties, undertaking and obligations

4.1 Converse360 warrants to YOU that the Services supplied or licensed by it under this agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the applicable part(s) of the Documents or, failing the existence of such Documents, then in accordance with Good Industry Practice.

4.2 The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Converse360's instructions, or modification or alteration of the Services by any party other than Converse360 or Converse360's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Converse360 will, at its expense, and as YOUR sole right and remedy, correct any such non-conformance promptly.  

4.3 This agreement shall not prevent Converse360 from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documents, products or services which are similar to those provided under this agreement.

4.4 Save as expressly set out in this agreement, Converse360:

1. does not warrant that YOU or the Reseller's use of the Services will be uninterrupted or error-free; and

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

4.5 Converse360 warrants and undertakes that:  

1. it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement;  

2. it will comply with all applicable Legislation with respect to its obligations under this agreement including the Cybersecurity Requirements;

3. it has full capacity and authority and all necessary consents to enter into and to perform this agreement and to grant the rights and licences referred to in this agreement and that this agreement is executed by its duly authorised representative and represents a binding commitment on it;

4. it will notify YOU and/or the Reseller in writing immediately on the occurrence of a change of control of Converse360;  

5. Prices and payment

5.1 YOU shall pay to Converse360 the agreed prices for the Services set out in the relevant Converse360 Agreement or Order Form, and as amended by Converse360 from time to time on written notice to YOU.

5.2 Converse360 shall give YOU 60 days' notice of any changes in the prices of the Services.

5.3 Any and all expenses, costs and charges incurred by YOU in the performance of its obligations under this agreement shall be paid by YOU unless Converse360 has expressly agreed beforehand in writing to pay such expenses, costs and charges.  

5.4 Converse360 will invoice YOU annually in advance (unless otherwise agreed) for the amount shown in the Order Form.  

5.5 YOU shall pay the full amount invoiced to it by Converse360 in pounds sterling within 30 days of the date of invoice.

5.6 All amounts due under this agreement shall be paid by YOU to Converse360 in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.7 As between Converse360 and YOU, YOU shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Services or Resold Services.

5.8 If YOU fail to make any payment of any undisputed amounts due to Converse360 under this agreement by the due date for payment, then, without limiting Converse360's remedies under clause 20, YOU shall pay interest on the overdue amount at the rate of 5 per cent. a year above Lloyds Bank PLC's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. YOU shall pay the interest together with the overdue amount.  

6. VAT and taxes

6.1 All sums payable under this agreement are exclusive of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes.

6.2 Where, under this agreement, any party makes a supply to any other party (a Recipient) for VAT purposes and VAT is or becomes chargeable on that supply for which the supplying party is required to account to the relevant tax authority, the Recipient shall, subject to the receipt of a valid VAT invoice, pay the supplying party (in addition to, and at the same time as, any other consideration for that supply) the amount of such VAT.

6.3 Where any party is required by this agreement to reimburse or indemnify any other party for any cost or expense, that first party shall reimburse or indemnify the other party for the full amount of the cost or expense, including any VAT on that amount, except to the extent that the other party is entitled to credit or repayment for that VAT from any relevant tax authority.

6.4 All taxes, charges, levies, assessments and other fees of any kind imposed on the purchase or import of the Products shall be the responsibility of, and for the account of, YOU.

7. Compliance with laws and regulations

7.1 YOU shall be responsible for obtaining any import licences or permits necessary for the entry of the Services or Resold Services into the Territory, or their delivery to YOU, and YOU shall be responsible for any and all customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with the importation and delivery of the Services or Resold Services.

7.2 YOU warrant to Converse360 that YOU have informed Converse360 of all Legislation affecting the manufacture and sale of the Services which are in force in the Territory or any part of it (Local Regulations) at the date of this agreement.

7.3 Converse360 warrants to YOU that the Services comply with the Local Regulations in force at the date of this agreement.

7.4 YOU shall give Converse360 as much advance notice as reasonably possible of any prospective changes in the Local Regulations.

7.5 On receipt of notification from YOU under clause 7.4, Converse360 shall endeavour to ensure that the Services comply with any change in the Local Regulations by the date of implementation of that change or as soon as is reasonably possible thereafter.

8. Anti-bribery

8.1 YOU shall:

1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

3. comply with Converse360's policies as are available on www.converse360.co.uk/policies , in each case as Converse360 or the relevant industry body may update them from time to time (Relevant Policies);

4. have and shall maintain in place throughout the term of this agreement YOUR own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 8.1, and will enforce them where appropriate;

5. promptly report to Converse360 any request or demand for any undue financial or other advantage of any kind received by YOU or the Reseller in connection with the performance of this agreement;

6. immediately notify Converse360 (in writing) if a foreign public official becomes an officer or employee of YOURS and acquires a direct or indirect interest in YOU and YOU warrant that YOU have no foreign public officials as officers or employees and direct or indirect owners at the date of this agreement;

7. within 6 months of the date of this agreement, and annually thereafter, certify to Converse360 in writing signed by an officer of YOU, compliance with this clause 8 by YOU and all persons associated with YOU and all other persons for whom YOU are responsible under clause 8.1(d). YOU shall provide such supporting evidence of compliance as Converse360 may reasonably request;

8.2 Without prejudice to clause 23.1 YOU shall ensure that any person associated with YOU who is performing services in connection ith his agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on YOU in this clause 8 (Relevant Terms). YOU shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms and shall in all circumstances be directly liable to Converse360 for any breach by such persons of any of the Relevant Terms howsoever arising.

8.3 Breach of this clause 8 shall be deemed a material breach, which is irredeemable, under clause 16.2(a).

8.4 For the purpose of this clause 8, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and (6) of that Act and section 8 of that Act respectively. For the purposes of this clause 8 a person associated with YOU includes but is not limited to any subcontractor of YOU.

9. Intellectual Property Rights

9.1 YOU acknowledge and agrees that Converse360 or its licensors own all C360 IPR. Except as expressly stated in this agreement, this agreement does not grant YOU 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 C360 IPR.  

9.2 Converse360 confirms that it has all the rights in relation to the C360 IPR that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement and the EULA.  

9.3 YOU shall, at the expense of Converse360, take all such steps as Converse360 may reasonably require to assist Converse360 in maintaining the validity and enforceability of the Intellectual Property Rights of Converse360 during the term of this agreement.

9.4 Without prejudice to the right of YOU or any third party to challenge the validity of any Intellectual Property Rights of Converse360, YOU shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of Converse360 and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.

9.5 Converse360 grants to YOU a non-exclusive, revocable, personal licence (subject to the terms and conditions of this agreement, and during its term and solely for the purposes of performing YOUR obligations under this agreement) to:

1. use the C360 IPR in compliance with YOUR appointment in the relevant Converse360 Agreement and for the purposes of demonstrating, marketing and selling the Converses360 services or products to Customers and fulfilling its other obligations under this agreement;

2. combine the Converse360 services and products with YOUR products (where applicable) and provide access to, or otherwise facilitate the use of the products or services by, each Customer who has signed the EULA during the Subscription Term (or Term, as the case may be) set out in the relevant Order Form (and any extension thereof) for the Customer's internal business operations; and

3. use the Trade Marks on or in relation to the C360 IPR for the purpose of the promotion, advertisement and sale of the services and/ or products.

9.6 YOU shall ensure that each reference to, and use of, any of the Trade Marks by YOU is in a manner approved from time to time by Converse360 and accompanied by an acknowledgement in a form approved by Converse360 that the same is a trade mark (or registered trade mark) of Converse360.

9.7 YOU shall not:

1. use any of the Trade Marks or other C360 IPR in any way which might prejudice their distinctiveness or validity or the goodwill of Converse360 therein;

2. use in relation to the Services any trade marks other than the Trade Marks without obtaining the prior written consent of Converse360; or

3. use any trade marks or trade names so resembling any trade mark or trade name of Converse360.

9.8 YOU acknowledge that neither YOU, not any Customer, has a right to access to any Software in source code form.

10. Security of the services

10.1 Each party:

1. shall, in relation to the Software and the Services, maintain such accreditation(s) and certifications throughout the term of this agreement; and

2. shall take all reasonable steps in accordance with Good Industry Practice not to introduce any Viruses or Known Vulnerabilities or Latent Vulnerabilities into the network and information systems of the other party or any Customer, when exercising its rights or fulfilling any of its obligations under this agreement (including in respect of any interconnectivity or interoperability set up between the network and information systems of Converse360, YOU or any Customer).

10.2 Each party warrants that the information provided in relation to the security of its network and information systems is up to date and accurate, and that it will update the other party immediately if there are any changes to such information.

10.3 Each party shall notify the other immediately if it becomes aware of any Incident, and respond without delay to all queries and requests for information from the other party about any Incident, in particular bearing in mind the extent of any reporting obligations the other party may have under the NIS Regulations and applicable data protection legislation and that the other party may be required to comply with statutory or other regulatory timescales.

10.4 Converse360 will use its reasonable endeavours to ensure the continuity of the Services at all times.

10. 5 Each party agrees to co-operate with the other party in relation to:

1. all aspects of its compliance with the NIS Regulations (if applicable);

2. any requests for information, or inspection, made by any data protection or cybersecurity regulator (including in connection with the NIS Regulations);

3. any request for information made in respect of any of the policies referred to in clause 10.6; and

4. any Incident.

10.6 Each party shall (and warrants and represents that it shall) at all times in accordance with Good Industry Practice:  

1. implement, operate, maintain, and adhere to, appropriate policies to cover incident management process which shall enable Converse360, as a minimum, to discover and assess Incidents, and to prioritise those Incidents, sufficient to meet its reporting obligations under clause 10.3; and

2. mitigate against all Incidents.

10.7 Each party shall make available copies of the policies referred to in clause 10.6 promptly on request by the other party.

11. Confidentiality & Restrictions

11.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.

11.2 Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

11.4 YOU undertake to Converse360 YOU shall not (and shall procure that no other person connected to YOU shall) do any of the following in any capacity, whether directly or indirectly, and whether on YOUR own behalf, or on behalf of, or jointly with, any other person:

1. at any time during the term of this agreement and for the period of twenty-four (24) months after termination of this agreement, canvass, solicit or otherwise seek or accept the custom of any person who was a client or customer of Converse360 at any time during the period of twelve (12) months prior to termination of this agreement; or

2. at any time during the term of this agreement and for the period of twenty-four (24) months after termination of this agreement, employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt to entice away from Converse360, any person who is employed or engaged by Converse360 in a managerial, sales or technical role at any time during the period of twelve (12) months prior to termination of this agreement.  

11.5 Each undertaking in clause 10.4 is a separate undertaking by YOU and shall be enforceable separately and independently by Converse360 and such undertaking is considered fair and reasonable by the parties in order to assure Converse360 the full benefit of this agreement.

11.6 This clause 11 shall survive termination of this agreement for any reason.

12. Data protection  

12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.    

13. No partnership or agency

13.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party except (and only to the extent) as expressly provided in the relevant Conver360 Agreement.

13.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14. Indemnity

14.1 Converse360 shall, subject always to YOUR compliance with clause 14.2 below, defend YOU, YOUR affiliates and subsidiaries and YOUR and their officers, directors and employees against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by YOU arising out of or in connection with any claim brought against YOU for actual or alleged infringement of a third party's intellectual property rights in any jurisdiction.

14.2 If Converse360 is required to indemnify YOU under this clause 14, YOU shall:

1. notify Converse360 in writing of any claim against it in respect of which YOU wish to rely on the indemnity at clause 14.1 (IPRs Claim);

2. allow Converse360, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that Converse360 shall obtain YOUR prior approval of any settlement terms, such approval not to be unreasonably withheld;

3. provide Converse360 with such reasonable assistance regarding the IPRs Claim as is required by Converse360, subject to reimbursement by Converse360 of YOUR reasonable costs so incurred; and

4. not, without prior consultation with Converse360, make any admission relating to the IPRs Claim or attempt to settle it, provided that Converse360 considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of YOU or the Reseller into disrepute.

14.3 In the defence or settlement of any claim, Converse360 may procure the right for YOU to continue using the Services, replace or modify the Services without a reduction or alteration in functionality so that they become non-infringing.

14.4 In no event shall Converse360, its employees, agents and subcontractors be liable to YOU to the extent that the alleged infringement is based on:

1. a modification of the Services, Software or Documents by anyone other than Converse360 or its agents, subcontractors or partners or with Converse360's consent or approval;

2. YOUR use of the Services, Software or Documents otherwise than in accordance with the Documents or the terms of this agreement; or

3. YOUR use of the Services, Software or Documents after notice of the alleged or actual infringement from Converse360 or any appropriate authority.

14.5 In the defence or settlement of the claim, Converse360 may obtain for YOU the right to continue distributing the Services in the manner contemplated by this agreement, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement immediately by notice in writing and without liability to YOU. Converse360 shall not in any circumstances have any liability if the alleged infringement is based on:

1. the Reseller Products, whether in whole or in part;

2. a modification of the Services by anyone other than Converse360;  

3. YOUR marketing, advertising, distribution or use of the Services in a manner contrary to the instructions given to YOU by Converse360;  

4. YOUR marketing, advertising, distribution or use of the Services after notice of the alleged or actual infringement from Converse360 or any appropriate authority; or

5. use or combination of the Services with the Reseller Products in circumstances where, but for such combination, no infringement would have occurred.

The foregoing states YOUR sole and exclusive rights and remedies, and Converse360's entire obligations and liability, in the case of any matter falling under clause 14.

6. Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including, but not limited to, the use of its name in, or being joined as a party to, proceedings) in connection with any action to be taken by the other party, provided that that party is given such indemnity as it may reasonably require against any damage to its name.

15. Limitation of liability

15.1 Except as expressly and specifically provided in this agreement, all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement.

15.2 Nothing in this agreement excludes the liability of each party:

1. for death or personal injury caused by its negligence; or

2. for fraud or fraudulent misrepresentation.  

15.3 Subject to clause 15.2 Converse360 shall have no liability for:

1. loss of profits;

2. loss of business;

3. depletion of goodwill or similar losses;

4. loss of anticipated savings;

5. loss of goods;

6. loss of use;

7. loss or corruption of data or information; or

8. wasted expenditure;

9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

15.4 Other than in relation to any liability under clause 15.1:

1. Converse360's total aggregate liability to YOU in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, Converse360's total liability for those claims shall not exceed the single highest annual cap for those contract years.

2. In clause 15.4(a):

1. such amount as is equal to total fees paid (ex VAT) by YOU to Converse360 for Services for the consecutive 12-month period up to the date of any such claim shall be the “cap”; and

2. a contract year means a 12 month period commencing on the Effective Date or any anniversary of it.

15.5 YOU accept responsibility for selecting the Services as part of the Resold Services and for combination with the Reseller Products and acknowledges that the Services, Software and Documents have not been developed or designed to meet or support any individual requirements of YOU or any Customer, including any particular cybersecurity requirements YOU might be subject to, or any regulated activity that YOU may be engaged in, including the provision of an online intermediation service, an online search engine or service that facilitates online interaction between users (such as, but not limited to, a social media platform) (each a Regulated Activity).  If YOU use, or make available, the Services for any Regulated Activity YOU shall comply with any requirements that apply to such Regulated Activity from time to time (including in any jurisdiction in which YOU operate or where the Regulated Activity is undertaken), and YOU shall defend, indemnify and hold Converse360 harmless against any loss or damage (including regulatory fines or penalties) costs (including reasonable legal fees) and expenses which Converse360 may suffer or incur as a result of YOUR breach of this clause 15.5.

15.6 References to liability in this clause 15 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

16. Term and termination

16.1 This agreement shall commence on the Effective Date. Unless terminated earlier in accordance with this clause 16.1, clause 16.2 or clause 16.3, this agreement shall continue for the Initial Term (as such term is defined in the relevant Converse360 Agreement) and shall automatically extend for 12-monthly periods (Extended Term) at the end of the Initial Term and at the end of each Extended Term. If the relevant Converse360 Agreement does not specify an Initial Term, then the initial Term shall be 12 months from the Effective Date. 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.

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

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

2. the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

3. 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;

4. 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;

5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;

7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

8. 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;

9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14  days;

11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2(b) to clause 16.2(i) (inclusive); and/or

12. 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.

16.3 Without prejudice to any other rights or remedies to which Converse360 may be entitled, Converse360 may terminate the agreement whout liability to YOU if:

1. there is a change of control of YOU; or

2. YOU purports to assign any of its rights or obligations under this agreement

3. You breach any of the provisions of any Converse360 Agreement.

16.4 For the purposes of clause 16.2(b), a material breach means:

1. a breach of any of any of the obligations set out in clauses 2, 3, 5, 6, 7, 8 and 12; or

2. a breach that has a serious effect on the benefit the terminating party would otherwise derive from this agreement over any 3-month period during its term.

16.5 Notwithstanding the above, Converse360 may, on giving YOU not less than 60-days prior written notice, terminate this agreement and any other Converse360 Agreement.

17. Effects of termination

17.1 On termination or expiry of this agreement for any reason:

1. without prejudice to each EULA between Converse360 and any Customer all outstanding Orders placed by YOU shall be cancelled and YOU shall (at its sole cost) return (or at Converse360's option, destroy or delete) all media (subject to clause 17.1(b)) on which the Services, Software or Documents are held and the Reseller shall stop combining the SaaS Services and Software with the Reseller Products, cease all marketing and sales activity and transfer all live opportunities to Converse360, or their nominee;

2. for no more than 2-months following termination of this agreement YOU shall provide all assistance and information requested by Converse360 and shall co-operate with Converse360 and any replacement reseller to facilitate a smooth transition from YOU. Any continued sale or distribution of the Services post termination shall be subject to the terms of this agreement and the continued payment of the Subscription Fee];  

3. on the expiry of the 2-month period under clause 17.1(b), YOU shall promptly return to Converse360, or otherwise delete or dispose of as Converse360 may instruct, any Software, Documents and other items relating to Converse360's business (and copies of them) (other than correspondence which has passed between the parties) which YOU may have in its possession or under its control and, in the case of destruction or deletion, YOU shall certify the same to Converse360;  

4. the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced; and

5. where requested by YOU, Converse360 shall provide guidance at its own cost to assist with any download of Data before the termination of the Services and if no request is made within 30 days of termination Converse360 shall, in accordance with its data deletion policy and subject to clause 11 destroy (and in the case of electronic data, delete from any network and information systems under its control) all Reseller Data and Customer Data and any electronic data shall be considered deleted, for the purpose of this clause where it has been put beyond use by Converse360;

6. subject to the foregoing provisions of this clause 17.1, all rights and licences of YOU under this agreement shall terminate.

17.2 The termination of this agreement shall not of itself give rise to any liability on the part of Converse360 to pay any compensation to YOU for loss of profits or goodwill, to reimburse YOU for any costs relating to or resulting from such termination, or for any other loss or damage.

18. Force majeure

18.1 Neither party shall have any liability to the other under this agreement if it is prevented from, or delayed in, performing its obligations under this agreement, arising from any Force Majeure Event, provided that:

1. the other party is notified of such an event and its expected duration; and

2. it uses all reasonable endeavours to mitigate, overcome or minimise the effects of the Force Majeure Event concerned,

and that if the period of delay or non-performance continues for 30 weeks or more, the party not affected may terminate this agreement by giving not less than 30 days’ written notice to the other party.

19. Waiver

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

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

20. Severance

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

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

21. Entire agreement

21.1 This agreement, the EULA and the relevant Converse360 Agreements constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

21.2 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 the EULA and the relevant Converse360 Agreements.

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22. Variation ‍

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

23. Further assurance

23.1 At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.

24. Assignment

24.1 Converse360 may at any time assign, mortgage, charge, delegate, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to YOU.  

24.2 YOU shall not, without the prior written consent of Converse360 (such consent not to be unreasonably withheld), assign, transfer, mortgage, charge, delegate, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

25. Third party rights

25.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.  

25.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

26. Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

27. Notices

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

1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or  

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

1. Converse360: its registered address.

2. YOU: your registered address or the address stated in the relevant Converse360 Agreement.

27.2 Any notice shall be deemed to have been received:

1. if delivered by hand, at the time the notice is left at the proper address;

2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

3. if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.

27.3 This clause 26 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

28. Announcements

28.1 No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, 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 any relevant securities exchange), any court or other authority of competent jurisdiction.

29. Governing law

This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the laws of England and Wales.

30. Jurisdiction

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).

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