“Agreement” means the Order Form and these Terms of Service and any other schedules attached.
“Client Data” means all data (in any form) that is provided to Quantmatix or uploaded or hosted on any part of any Product or Services.
“Documentation” means the description and instructions of the relevant Product and/or Services made available by Quantmatix.
“Edition” means the edition of the Product subscribed to by Client as described in the Documentation.
"Effective Date” means the date of Client signature of the Order Form.
“Fees” means the fees as described in the Order Form.
“Intellectual Property Rights” means all patents, copyrights, design rights, trademarks, service marks, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Order Form” means the order form, agreed to by the Parties in connection with this Agreement.
“Product” means the Quantmatix platform.
“Services” means the services as described in the Order Form.
“Subscription Term” means the period beginning on the Effective Date and continuing until the end of the services Term (unless otherwise stated in the Order Form this shall be for 12 months from the Effective Date), unless terminated earlier or renewed or extended as provided in this Agreement.
“Term” means the period beginning on the Effective Date (as per the Order Form) until terminated as provided in this Agreement.
“Third Party Solution” means any product, service, content or item of a third party.
“Tools” means (i) materials used in providing the Product and Services which constitutes pre-existing proprietary material owned by Quantmatix (or some other third party, as applicable); and/or (ii) material which has been newly developed by Quantmatix in the course of performing the Services.
“Updates” means a maintenance update, patch or bug fix which does not constitute an upgrade.
“Users” means individuals who are authorised by Client to access and use the Product and Service on behalf of Client, and who have been supplied user identifications and login credentials by Client. Users may include employees, consultants, contractors and agents of Client.
2.1 Provision of the Product and Service. Subject to the terms and conditions of this Agreement, and the applicable Order Form, and upon Client’s payment of the applicable Fees, Quantmatix (i) grants Client, a non-exclusive, non-transferable, license, to grant the number of Users specified in the Order Form and located in the Territory (as defined in the Order Form) the right to access and use the Product (including the Documentation) in support of the Client’s internal business operations and (ii) Quantmatix shall provide the Services in accordance with the Order Form. Client agrees that its subscription to the Product or Services is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Quantmatix regarding future functionality or features.
2.2 Client Responsibilities. Client shall (i) be responsible for its Users’ compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Product or Services, prevent password sharing which would facilitate multiple users to access the Services as a single User and notify Quantmatix promptly of any such unauthorized access or use, (iii) be responsible for Client’s and Users’ use of any Client Data including without limitation any use of Client Data in violation of applicable laws and regulations, (iv) use the Product only in accordance with the terms of this Agreement and applicable laws and government regulations and (v) be responsible for obtaining the appropriate licenses for any Third Party Solution used in connection with the Product or Services, ensuring that such licenses cover Quantmatix’s use of the Third Party Solution for the performance of the Product and Services. If individual consents are required to collect, use, transfer or otherwise process any Client Data, including without limitation Client Data subject to data privacy laws and regulations, Client shall be solely responsible for obtaining all such consents. Client shall not (a) make the Product or Services nor results of such Product or Services available to anyone other than Users, (b) sell, resell, rent or lease the Products or Services nor results of such Services, (c) interfere with or disrupt the integrity or performance of the Product or Services or any content contained therein, or (d) attempt to gain unauthorized access to the Product or Services or the underlying systems or networks or (e) use the statistical outputs created by the Product and Services for any purpose other than internal business purposes.
2.3 Third-Party Solutions. When Client accesses any Third Party Solution in connection with the use of the Product or Services, the Client agrees and acknowledges that (a) Quantmatix are not responsible for interruptions of services or to the Product caused by the Third Party Solution provider and (b) the Client is solely responsible for licensing the use of Third Party Solutions accessed in connection with the Product and Services.
2.4 Additional Services. To the extent that Client requires any additional products or services, such as program modifications or additions, new modules (which add new functionality), new releases of new products (which have different names and different functionality from the Product and Services) or professional services, Client may order such additional products and/or services pursuant to a separate Order Form mutually agreed to by the Parties. Additional services may be provided by Quantmatix upon the mutual agreement of the Parties for additional fees.
3.1 The fees payable for the Products and Services are as set forth in the Order Form. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in Euro and (ii) payment obligations are non-cancellable and fees paid are non-refundable.
3.2 Expenses. Client shall reimburse Quantmatix for all reasonable expenses incurred by Quantmatix with the prior approval of Client in the performance of implementation or requested professional services. Records of reimbursable expenses including statements and receipts shall be provided to Client along with the invoice to which they pertain.
3.4 Invoicing and Payment. Fees will be invoiced in advance in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due thirty (30) days from the invoice date. All fees shall be paid by electronic funds transfer (EFT). If any amounts invoiced hereunder are not received by Quantmatix by the due date, then such amounts shall accrue interest at the statutory interest rate for late payments, from the date such payment was due until the date paid.
3.5 Suspension of the Service. If any charge owing by Client is thirty (30) days or more overdue, Quantmatix may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.
3.6 Taxes. Client agrees to pay all applicable taxes levied by any tax authority on the Products or Service or on Client’s use thereof, which shall be included in the invoice. Client shall provide to Quantmatix any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax or other tax liability.
4.1 Reservation of Rights. As between the Parties, the Product and Services and all Intellectual Property Rights therein, are and will remain the sole property of Quantmatix, and no rights are granted to Client with respect to the Product and Services, or the Intellectual Property Rights therein, other than the limited rights and licenses specified in this Agreement. Client will not access or use the Product and Services, or the Intellectual Property Rights therein, except as expressly permitted by this Agreement.
4.2 Restrictions. Client shall not at any time, directly or indirectly, and shall not permit any User to (i) permit any third party to access or use the Product and Services or results of the Product or Services except as permitted herein or in an Order Form, (ii) copy, modify or create derivative works based on the Product, Services or the Documentation, (iii) rent, lease, lend, sell, license, sublicense, publish, frame, mirror or otherwise distribute any part or content of the Product, Services or Documentation, (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Product and Services, in whole or in part, or (v) access the Product and Services in order to (a) build a competing product or service, or (b) copy any content, features, functions or graphics of the Product and Services.
4.3 License to Feedback. Quantmatix shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Product and Services any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Users, relating to the operation of the Product and Services. Quantmatix is permitted to analyse Client’s use of the Product and Services for the purpose of product improvement, security and monitoring licence compliance.
4.4 Client Data. As between the Parties, Client owns all right, title and interest in and to all Client Data; provided that Quantmatix will have the right to use the Client Data to perform its obligations under this Agreement.
4.5 Suspension. Notwithstanding anything to the contrary in this Agreement, Quantmatix may temporarily suspend Client’s and/or any User’s access to any portion or all of the Products and Services if: (i) Quantmatix reasonably determines that: (A) Client’s or any User’s use of the Products and Services disrupts or poses a security risk to Quantmatix or to any other customer of Quantmatix; (B) Client, or any User, is using the Product and Services in breach of this Agreement or in violation of applicable law; (C) Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (D) Quantmatix's provision of the Product and Services to Client is or becomes prohibited by applicable law; (ii) any third party has suspended or terminated Quantmatix’s access to or use of any third-party services or products required to enable Client to access and use the Product and Services; or (iii) in accordance with Section 3.4 (any such suspension described in subclause (i), (ii), or (iii), a “Suspension”). Quantmatix shall use commercially reasonable efforts to provide written notice of any Suspension to Client and to provide updates regarding resumption of access to the Product and Services following any Suspension. Quantmatix shall use commercially reasonable efforts to resume providing access to the Product and Services as soon as reasonably possible after the event giving rise to the Suspension is cured. Quantmatix is permitted to monitor the use of the Product and Services to ensure compliance with the terms of this Agreement. Quantmatix will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client may incur as a result of a Suspension.
5.1 Confidential Information. As used herein “Confidential Information” shall mean all confidential or proprietary information disclosed orally or in writing by one Party to the other that is identified as confidential or whose confidential nature is reasonably apparent. Confidential Information of Client shall include without limitation Client Data; Confidential Information of Quantmatix shall include without limitation all information relating to the Product and Services and results of the Product and Services; and Confidential Information of each Party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no fault of the receiving Party; (b) was in the receiving Party’s lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure or any breach of confidence; (d) is independently developed by the receiving Party; or (e) is required to be disclosed by law.
5.2 Protection of Confidential Information. Each Party agrees to (i) hold the other’s Confidential Information in confidence, (ii) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), and (iii) not use or disclose such Confidential Information other than in connection with the performance of its obligations hereunder or as otherwise authorized by this Agreement. Notwithstanding the foregoing, either Party may disclose any of the other Party’s Confidential Information to its employees or consultants that have a need to know such Confidential Information in connection with such Party’s performance under this Agreement and that have agreed to be bound by confidentiality obligations similar to those in this Section.
5.3 Compelled Disclosure. The receiving Party may disclose the Confidential Information of the disclosing Party if it is compelled by law to do so, provided the receiving Party gives the disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to contest the disclosure. If the receiving Party is compelled by law to disclose the disclosing Party’s Confidential Information as part of a civil proceeding to which the disclosing Party is a party, the disclosing Party will reimburse the receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
5.4 Obligations on Termination. Upon expiration or termination of this Agreement, each Party will: (a) immediately cease all use of the other Party's Confidential Information (b) cease use of the Product and Services immediately; and (c) within ninety calendar days after such expiration or termination, permanently erase from computer memory, destroy or return to the other Party the other Party's Confidential Information, as well as any copies thereof on any media or in any form. Notwithstanding the foregoing, Quantmatix may retain any data as required by applicable laws, regulations, court orders, subpoenas or other legal process. In addition, any failure of a Party to return or destroy electronic copies of Client Data that are automatically generated through data backup and/or archiving systems shall not be deemed to violate the provisions of this Section, provided that Quantmatix shall not use such back-ups or archived copies for any purpose and such copies shall be subject to all confidentiality obligations set forth herein.
6.1 For the purpose of this clause 6, the following definitions shall apply:
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: (a) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Client or Quantmatix is subject, which relates to the protection of personal data and (b) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
6.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
6.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and Quantmatix is the Processor relating to the User data processed on the Product and Services. Schedule 1 sets out the scope, nature and purpose of processing by Quantmatix, the duration of the processing and the types of Personal Data and categories of Data Subject.
6.4 Without prejudice to the generality of 6.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Quantmatix for the duration and purposes of this agreement.
6.5 Without prejudice to the generality of 6.1, Quantmatix shall, in relation to any Personal Data processed in connection with the performance by Quantmatix of its obligations under this agreement:
(a) process that Personal Data only on the documented written instructions of the Client unless Quantmatix is required by Data Protection Legislation to otherwise process that Personal Data. Where Quantmatix is relying on Data Protection Legislation as the basis for processing Personal Data, Quantmatix shall promptly notify the Client of this before performing the processing required by the Data Protection Legislation unless the Data Protection Legislation prohibits Quantmatix from so notifying the Client;
(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Client has been obtained and the there are appropriate safeguards in relation to the transfer and an adequate level of protection to any Personal Data that is transferred;
(e) assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Client without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Data Protection Legislation to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 6.5 and allow for audits by the Client or the Client's designated auditor and immediately inform the Client if, in the opinion of Quantmatix, an instruction infringes the Data Protection Legislation.
6.6 The Client consents to Quantmatix appointing the sub-processors listed at Schedule 1 as a sub-processor of Personal Data under this agreement. Quantmatix confirms that it has entered or (as the case may be) will enter with the sub-processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 6 and in either case which Quantmatix reflects the requirements of the Data Protection Legislation. As between the Client and Quantmatix, Quantmatix shall remain fully liable for all acts or omissions of any sub-processor appointed by it pursuant to this clause 6.6.
6.7 Quantmatix may, at any time on not less than 30 (thirty) days’ notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
7.1 Mutual Warranties. Each Party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not knowingly transmit to the other Party any Malicious Code (as security threats are constantly evolving, no security policy or practice is 100% secure from all risks).
7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PRODUCT AND SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING. WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. QUANTMATIX DOES NOT WARRANT THAT THE SERVICE WILL SATISFY CLIENT’S REQUIREMENTS OR (WITHOUT PREJUDICE TO THE LIMITED WARRANTY ABOVE) THAT IT IS WITHOUT DEFECT OR ERROR OR THAT CLIENT’S ACCESS THERETO WILL BE UNINTERRUPTED. THE PRODUCT AND SERVICE IS FOR INFORMATION PURPOSES ONLY AND CANNOT BE RELIED UPON FOR TRADING PURPOSES.
8.1 Quantmatix Indemnification. Quantmatix agrees to defend Client against any third party claims, demands, suits, or proceedings (each, a "Claim") made or brought against Client alleging that Client’s use of the Product and Services infringes or misappropriates the intellectual property rights of such third party and to indemnify Client from any damages finally awarded by a court of competent jurisdiction against Client or amounts agreed to in settlement in connection with any such Claim. Quantmatix’s obligations under this paragraph shall only apply to the extent that: (a) Client promptly notifies Quantmatix in writing of the Claim; (b) Quantmatix has control of the defense and all related settlement negotiations relating to the Claim; and (c) Client provides Quantmatix with the assistance, information and authority reasonably necessary to perform the above. In no event will Quantmatix have any obligation or liability under this paragraph for any Claim or action under any legal theory if the Claim or action is caused by, or results from: (i) Client’s combination, operation or use of the Product and Services with software or other materials not supplied by Quantmatix, (ii) any alteration or modification of the Product and Services by Client, (iii) Client’s continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement, (iv) Client’s failure to obtain licences for Third Party Solutions, or (v) the actions or omissions of any person or entity other than Quantmatix.
8.2 Remedy for Infringement. Should Client’s right to use the Products and Services pursuant to this Agreement be subject to a Claim of infringement or if Quantmatix reasonably believes such a Claim of infringement may arise, Quantmatix may, at its option and in its sole discretion (i) procure for Client the right to continue to access and use the Product and Services; (ii) modify the Product and Services to render them non-infringing but substantially functionally equivalent to the Product and Services prior to such modification; or (iii) if the alternatives described in subclauses (i) and (ii) of this paragraph are not commercially practicable, then Quantmatix may terminate this Agreement.
8.3 Client Indemnification. Client agrees to defend, indemnify and hold harmless Quantmatix against any Claims made or brought against Quantmatix: (i) by a third party alleging that the Client Data or any other information provided by Client to Quantmatix for use in connection with the Product and Services, infringes or violates the intellectual property rights or privacy/data protection rights of a third party and/or (ii) relating to a breach of the Client Responsibilities as set out in Section 2.2, and to indemnify Quantmatix from any damages finally awarded by a court of competent jurisdiction against Quantmatix or amounts agreed to in settlement in connection with any such Claims. Quantmatix shall: (a) promptly notify Client in writing of the Claim; (b) ensure Client has control of the defense and all related settlement negotiations relating to the Claim, provided however the settlement of any Claim shall not be made without advance written permission of Quantmatix, which shall not be unreasonably withheld; and (c) provide Client with the assistance, information and authority reasonably necessary to perform the above. Quantmatix shall promptly provide Client with written notice of any Claim which Quantmatix believes falls within the scope of this Section. Quantmatix’s failure to provide written notice to Client shall not affect Client’s indemnification obligations hereunder except to the extent that Client is materially prejudiced thereby. At any time after Client becomes aware of any such Claim, Client may procure for Quantmatix the right to continue to use the information for use in connection with the Product and/or Service at its own expense. Quantmatix shall not be responsible for any delay or disruption to the Client’s use of the Product and Services, including any damages stemming therefrom, caused by a Claim falling under this Section.
IN NO EVENT SHALL QUANTMATIX HAVE ANY LIABILITY TO CLIENT FOR ANY LOST PROFITS OR REVENUES, TRADING LOSSES, LOSS OF DATA OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT QUANTMATIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS LIABILITY ARISING OUT OF QUANTMATIX’S (I) FRAUD, OR WILLFUL MISCONDUCT; OR (II) NEGLIGENCE LEADING TO DEATH OR PERSONAL INJURY, IN NO EVENT SHALL QUANTMATIX’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, AND INCLUDING IN RESPECT OF ITS INDEMNIFICATION OBLIGATIONS IN CLAUSE 8.1 ABOVE, EXCEED THE FEES PAID BY CLIENT FOR THE PRODUCT AND SERVICES DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. CLIENT ACKNOWLEDGES THAT THE AMOUNT OF FEES PAYABLE BY CLIENT TO QUANTMATIX HEREUNDER REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT QUANTMATIX WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THE LIMITATIONS ON ITS LIABILITY CONTAINED IN THIS SECTION. THESE LIABILITY LIMITATIONS APPLY EVEN IF CONTRACTUAL REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
10.1 Term of Agreement. Unless otherwise terminated as provided herein, this Agreement commences on the Effective Date and continues until the termination of this Agreement. The Term shall be as set out in the Order Form and where not specified shall be one year. The Term shall auto renew for successive periods of twelve (12) months (“Renewal Period”) unless terminated by either party by giving at least three (3) months notice in writing prior to the commencement of the Renewal Period. Fees on renewal shall be Quantmatix’s standard fees as at the date of commencement of the Renewal Period unless otherwise set out in the Order Form.
10.2 Termination for Cause. A Party may terminate this Agreement for cause (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.3 Refund or Payment upon Termination. Upon termination for cause by Client, Quantmatix shall pay any amounts pre-paid by Client for the Products and Services for the unused portion of the Term. Upon any termination for cause by Quantmatix, Client shall pay any unpaid fees covering the remainder of the Services Term after the effective date of termination. In no event shall any termination relieve Client of its obligation to pay any fees payable to Quantmatix for any period prior to the effective date of termination.
10.4 Surviving Provisions. Sections 1, 3, 4, 5, 7, 8, 9, 10.4, 11 shall survive any termination or expiration of this Agreement.
11.1 Export Compliance. Each Party shall comply with the export laws and regulations of the European Union and United States and other applicable jurisdictions in providing and using the Product and Services. Without limiting the foregoing, (i) each of Quantmatix and Client represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, goods or services, and (ii) Client shall not permit Users to access or use Product and Services in violation of any U.S. export embargo, prohibition or restriction. If Client is or becomes subject to sanction, embargo or other trade restriction in place in the European Union, United Kingdom or the United States of America, Quantmatix may terminate this agreement immediately without liability to Client.
11.2 Force Majeure. Neither Party shall be in default if a failure to perform any obligation hereunder is caused solely by supervening conditions beyond that Party’s reasonable control, including acts of God, civil commotion, strikes, labor disputes and governmental demands or requirements. When a Party’s delay or non-performance continues for a period of thirty (30) days or more, the other Party may terminate this Agreement without penalty. Any prepaid amounts for Services shall be refunded on a prorated basis.
11.3 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
11.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.5 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and delivered to the addresses set forth on the Order Form and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after overnight delivery, (iii) the first business day after sending by email.
11.6 Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
11.8 Assignment. Client may not assign the rights granted under this Agreement, in whole or in part and whether by operation of contract, law or otherwise, without the other Party’s prior written consent. Such consent shall not be unreasonably withheld or delayed. For purposes of this provision, a change of control shall constitute an assignment. All terms and conditions of the Agreement shall be binding upon any assignee hereunder; assignee's acceptance of these terms shall be evidenced by its performance hereunder.
11.9 Order of Precedence. Where there is a conflict between these terms and conditions and the Order Form, the Order Form shall apply.
11.10 Governing Law; Venue. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the laws of Ireland and the Parties hereby agree to submit any dispute arising therefrom to the exclusive jurisdiction of the Irish Courts except where Quantmatix requires injunctive relief in another jurisdiction.
1. Scope: User data processed in use of the Quantmatix Product and Services.
2. Nature: User logins and account management.
3. Purpose of processing: to facilitate log-in and use of the Quantmatix Product and Services.
4. Duration of the processing: Duration of the Agreement and duration after termination where Client can request deletion or return of personal data.
5. Types of Personal Data: name, password, permissions, log data, watchlists
6. Categories of Data Subject: Users
7. Permitted Subprocessors:
(a) Microsoft Azure – data stored in Europe. Microsoft standard DPA applies.
(b) Intercom – data stored in United States. Intercom standard DPA applies
(c) Hubspot - data stored in Europe. Hubsport standard DPA applies.