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Issued 31/05/2026:

BLOSSOM EDUCATIONAL LIMITED

Agreement for Software Use

(B) Conditions

1. Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those parents, employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.

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

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.6 or clause 97.

Ovivio: Blossom Educational Ltd (a company incorporated in England and Wales) and, where applicable, any other entity within the Ovivio group that provides Services to the Customer

Blossom: Blossom Educational Limited (a company incorporated in England and Wales) trading as Ovivio

Customer: The individual or business detailed within Customer details on the Subscription Plan.

Customer Data: the data inputted by the Customer, Authorised Users, or Ovivio on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Documentation: Ovivio’s documents made available to the Customer by Ovivio in hard copy, via email, or online or such other web address notified by Ovivio to the Customer from time to time.

Feedback: Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by a Customer, Authorised User, or other person relating to the Software or other services provided by Ovivio.

Group: any company which is part of the wider Ovivio group of companies such as a direct or indirect subsidiary or a direct or indirect holding company.

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 and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

a. whether registered or not;

b. including any applications to protect or register such rights;

c. including all renewals and extensions of such rights or applications;

d. whether vested, contingent or future; and

e. wherever existing.

Materials: means all services, data, information, content, Intellectual Property Rights, websites, software, and other materials provided by or on behalf of the Supplier in connection with the Services.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Policies: any of Ovivio’s policies including but not limited to Privacy Policy, Cookie Policy, Software Agreement and Acceptable Use Policy, as amended by notification to the Customer from time to time.

Services: The online accessed software, and where chosen the parent app, for Ovivio’s Early Years Setting for the purpose of nursery administration and child assessment in accordance with the chosen Subscription Plan (as set out in the Subscription Plan).

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

Subscription Fees: the subscription fees payable by the Customer to Ovivio for the Services, as set out in the Subscription Plan and any training costs (if applicable).

Subscription Plan: the summary of the agreement between the Customer and Ovivio.

Subscription Start Date: the date that the Services will commence, as set out in the Subscription Plan.

Subscription Term: the term of the agreement, as set out in Subscription Plan.

Virus: anything or device (including any software, code, file or programme) which may:

  • prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
  • prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise);
  • or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

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

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

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

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

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

A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

A reference to writing or written includes e-mail.

References to clauses and schedules are to the clauses and schedules of this agreement. In the event of any conflict in respect of the provisions of our Agreement and/or the documents referred to therein the following order of priority shall prevail (in descending order of priority):

  1. the Subscription Plan;
  2. the addendums;
  3. this Agreement;
  4. the Data Processing Agreement;
  5. the Policies; and
  6. the Documentation.

Subject to the order of priority between documents above, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

2. User subscriptions

2.1 Subject to the Customer accepting the Services, the Customer is bound by this Agreement. Ovivio hereby grants to the Customer and Authorised Users a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that each Authorised User shall keep a secure password for his use of the Services, and that each Authorised User shall keep his password confidential.

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

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing;
  2. racially or ethnically offensive;
  3. facilitates illegal activity;
  4. depicts sexually explicit images;
  5. promotes unlawful violence;
  6. is discriminatory based on race, age, gender, colour, religious belief, sexual orientation, disability; or
  7. is otherwise illegal or causes damage or injury to any person or property; and Ovivio reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s and any Authorised Users access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
  2. access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation;
  3. use the Services and/or Documentation to provide services to third parties;
  4. subject to clause 19.1, license, sell, rent, lease, transfer, assign distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
  5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Ovivio.

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

3. Services

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

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

  1. planned maintenance carried out during the maintenance window of 9.00 pm to 4.00 am UK time; and
  2. unscheduled maintenance performed outside Normal Business Hours, provided that Ovivio has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

For safety reasons or when correcting significant errors, Ovivio may close down parts or the entirety of the Software during hours outside of the maintenance window in order to protect the Software, including its systems and/or the Customer Data from risks.

3.3 Ovivio will, as part of the Services, provide the Customer with Ovivio’s standard customer support services during Normal Business.

3.4 Relevant monitoring is installed on the Software and Ovivio monitors the Software on a regular basis. Ovivio will act as quickly as reasonably possible on any incidents that could affect the Customer s use of the software.

3.5 Unless otherwise stated in the Subscription plan, the support covers onboarding and initial, remote training in the usage of the Software, answering concise and precise questions concerning the usage of the Software, carrying out troubleshooting and providing general guidance regarding the Software.

3.6 The support does not include technical consultancy or troubleshooting of the Customer s IT system.

3.7 A backup of the Software and of the Customer Data will be carried out as referred to in the Data Processing Agreement.

4. Customer data

4.1 The Customer shall own all rights, title and interest in and to all of the Customer Data including any personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

4.2 Ovivio shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

4.3 The parties acknowledge and agree to being subject to Ovivio’s Data Processing Agreement and Data Protection Legislation. The obligations of the parties are set out in the Data Processing Agreement in accordance with Policies and Data Protection Legislation. The Ovivio Data Processing Agreement can be found here:

www.ovivio.com/uk/legal/dpa.

5. Ovivio’s obligations

5.1 Ovivio undertakes that the Services will be performed with reasonable skill and care.

5.2 The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Ovivio’s instructions, or modification or alteration of the Services by any party other than Ovivio or Ovivio’s duly authorised contractors or agents.

If the Services do not conform with the foregoing undertaking, Ovivio will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause.

5.3 Notwithstanding the foregoing, Ovivio:

  1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; 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 and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

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

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

5.6 During the Subscription Term and for 2 years thereafter the Customer shall maintain full and accurate records relating to Authorised Users , the Customer s and Authorised Affiliates use of the Services under our Agreement.

5.7 The Customer shall allow and procure for Ovivio (and any representatives of the Supplier) access to its premises and the premises of Authorised Affiliates to:

  1. inspect use of the Services; and
  2. audit (and take copies of) the relevant records of the Customer and the Authorised Affiliates, in each case to the extent necessary to verify that the Customer is in compliance with its obligations under our Agreement.

6. Customer’s obligations

6.1 The Customer shall:

  1. Provide Ovivio with:
    1. all necessary co-operation in relation to this agreement; and
    2. all necessary access to such information as may be required by Ovivio; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
  2. >without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
  3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Ovivio may adjust any agreed timetable as reasonably necessary;
  4. ensure that the Authorised Users use the Services and the Documentation in accordance the Policies and terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
  5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Ovivio, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
  6. >ensure that its network and systems are up-to-date and, comply with the relevant specifications provided by Ovivio (if any) from time to time and functions properly at all times
  7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Ovivio’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet;
  8. shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications;
  9. shall be solely responsible for compliance of relevant policies and obtaining necessary consent for Authorised Users in conjunction with the use of the Software;
  10. >ensure that the Software is only accessed and used with a username and password. The Customer must ensure that all access credentials and passwords are kept confidential, secure and safe and that it is only used in connection with access to the Software; and
  11. be solely responsible for inserting correct and accurate information and Customer Data in the Software and updating this Customer Data in the event of changes.

7. Charges and payment

7.1 The Customer shall pay the Subscription Fee to Ovivio in accordance with the Subscription Plan and this clause.

Providing the Customer has not cancelled the agreement within the 14-day cooling off period, the Customer shall pay the Subscription Fee.

7.2 If Ovivio has not received payment within 14 days after the due date set out in the Subscription Plan, and without prejudice to any other rights and remedies of Ovivio:

  1. Ovivio may, without liability to the Customer, disable the Customer’s or any Authorised User s password, account and access to all or part of the Services and Ovivio shall be under no obligation to provide any of the Services while the payment remains unpaid; and
  2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.3 An additional fee may be payable by the Customer for any purchased add-ons added to the Software, as per the pricing applicable at the time the additional services are provided.

  1. Any add-ons that constitute the Service will be detailed in the Subscription Plan. If add-ons are requested by the Customer retrospectively these will be confirmed in writing.
  2. Any additional Services provided by Ovivio to the Customer will be bound under the same Agreement.

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

  1. shall be payable in pounds sterling;
  2. are non-refundable; and
  3. are exclusive of value added tax.

7.5 Unless otherwise stated in the Subscription Plan, Ovivio may, at its sole discretion, change the annual and/or monthly subscription pricing or add-ons pricing with effect from the subsequent renewal of the Subscription Term. Written notification will be sent to the Customer no later than one month prior to the start of that subsequent Subscription Term.

7.6 Yearly, Ovivio increases the total subscription fee by the average RPI (Retail Price Index) of the previous 12 months RP!, plus 3.9% to cover the increasing costs of running our platform. Ovivio uses the RPI figure published by the Office for National Statistics. If the average RPI figure is negative, Ovivio will increase the cost by 3.9%.

8. Proprietary rights

8.1 All Intellectual Property Rights in and to the Services (including in all Applications, Documentation and all Ovivio provided Materials) belong to and shall remain vested in Ovivio or the relevant third-party owner. To the extent that the Customer, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Applications, Documentation, Materials or any other part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Ovivio or such third party as Ovivio may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause.

8.2 The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Ovivio under this Agreement.

8.3 Ovivio may use any Feedback for improvement relating to the Services provided by or to the Customer, or any Authorised User, without charge or limitation. The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Ovivio at the time such Feedback is first provided to the Ovivio.

8.4 Except for the rights expressly granted in this Agreement, the Customer, any Authorised User, and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services and no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.

8.5 Ovivio confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9. Confidentiality and compliance with policies

9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

a. is or becomes publicly known other than through any act or omission of the receiving party;

b. was in the other party’s lawful possession before the disclosure;

c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

d. is independently developed by the receiving party, which independent development can be shown by written evidence.

9.2 Subject to clause 9.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

9.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Ovivio’s Confidential Information.

9.6 Ovivio acknowledges that the Customer Data is the Confidential Information of the Customer.

9.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

9.8 The above provisions of this clause 9 shall survive termination of this agreement, however arising.

9.9 In performing its obligations under this agreement, the Customer shall comply with the policies notified to it from time to time.

10. Indemnity

10.1 The Customer shall defend, indemnify and hold harmless Ovivio against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:

a. the Customer is given prompt notice of any such claim;

b. Ovivio provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

c. the Customer is given sole authority to defend or settle the claim.

10.2 Ovivio shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Subscription Start Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

a. Ovivio is given prompt notice of any such claim;

b. the Customer provides reasonable co-operation to Ovivio in the defence and settlement of such claim, at Ovivio’s expense; and

c. Ovivio is given sole authority to defend or settle the claim.

10.3 In the defence or settlement of any claim, Ovivio may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement with 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

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

a. modification of the Services or Documentation by anyone other than Ovivio;

b. the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Ovivio; or

c. the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Ovivio or any appropriate authority.

10.5 The foregoing and clause 11 states the Customer’s sole and exclusive rights and remedies, and Ovivio’s (including Ovivio’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

11. Limitation of liability

11.1 Except as expressly and specifically provided in this agreement:

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

b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

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

11.2 Nothing in this agreement excludes the liability of Ovivio:

a. for death or personal injury caused by Ovivio’s negligence; or

b. for fraud or fraudulent misrepresentation.

11.3 Subject to clause 11.1 and clause 11.2:

a. Ovivio shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

b. Ovivio will not be liable for the Customer s loss of data where such data has been submitted by the Customer after the time of the latest backup.

c. Ovivio’s total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fee paid during the 12 months immediately preceding the date on which the claim arose.

12. Term and termination

12.1 This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Subscription Start Date and shall continue for the Subscription Term, unless:

a. the Customer notifies Ovivio, in accordance with the notice period stated within the Subscription Plan, it no longer wishes to use the Services in which case the entire Subscription Fee for the Subscription Term becomes payable within 10 Business Days.

b. the Customer terminates the agreement by notice in writing within 14 days (cooling off period) of the Subscription Start Date and in which case no Subscription Fee is payable.

c. otherwise terminated in accordance with the provisions of this agreement;

12.2 The Subscription Term of this agreement will automatically renew for subsequent Subscription Terms, unless terminated by either party in accordance with the Subscription Plan

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

a. the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

b. the Customer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

c. the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

d. the Customer 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, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

e. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

f. a petition is filed, a notice is given, a resolution is passed, or an order is made for, or in connection with, the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of that other party;

g. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;

h. the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;

i. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;

j. a creditor or encumbrancer of the Customer 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 Customer’s assets and such attachment or process is not discharged within 14 days;

k. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(d) to clause 12.2 (j) (inclusive);

l. the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.4 On termination of this agreement for any reason:

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

b) the Customer shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to Ovivio;

c) the Customer shall pay to Ovivio the total Subscription Fee due for the remainder of the Subscription Term within 10 Business Days; and

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

13. Force majeure

Ovivio shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Ovivio or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Ovivio’s or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

14. Variation

No variation of this agreement shall be effective unless it is in writing and agreed by the parties (or their authorised representatives). For the avoidance of doubt the parties may agree a variation by email.

15. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and remedies

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

17. Severance

17.1 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.

17.2 If any provision or part-provision of this agreement is deemed deleted under clause 16.1 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.

18. Entire agreement

18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2 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.

18.3 Each party represents and warrants to the other that it has the right, power and authority to enter into the agreement and grant to the other the rights (if any) contemplated in the agreement and to perform its obligations under the agreement.

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

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

19. Assignment

19.1 The Customer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

19.2 Ovivio may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

20. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22. Notices

22.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out in the Subscription Plan, unless otherwise notified.

22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

23. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

24. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).