ALTERED CARBON TERMS AND CONDITIONS

Thank you for using Altered Carbon! We’re happy you’re here. Please read this Terms of Service agreement carefully before accessing or using Altered Carbon. Because it is such an important contract between us and our users, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.

By accessing and using the Altered Carbon Solution and Software, you agree to comply with and be bound by these terms and conditions.

Summary & Quick Links

Section

    What can you find there?

    1. Definitions and Interpretation

      Some terms used throughout the Agreement and what they mean. Refer back to this section for clarification.

      2. Warranties

      This sets out some key commitments that we make to each other.

      3. Solution

      This section gives an overview of what the Agreement is for and what it will cover.

      4. Altered Carbon Obligations

      This section sets out what our obligations to you are.

      5. Client Obligations

      This section sets out what your obligations to us are.

      6. Software

      This section sets out what you can and can’t do with the platform and other software.

      7. Hardware

      This section sets out each of our obligations in relation to the sensor units.

      8. Charges

      This section sets out how we will invoice you and how you will pay the charges.

      9. Confidentiality

      We will each keep each other’s information private and confidential.

      10. Intellectual Property Rights

      This section sets out our and your rights in respect of different parts of the solution.

      11. Data Protection

      We will each comply with our obligations under applicable data protection law.

      12. Data

      This describes our rights in the data generated through your use of the solution.

      13. Liability

      Each of us is liable to the other for certain losses. Please read this section carefully as it contains important limitations.

      14. Term and Termination

      This section sets out how each of us can end the agreement.

      15. Effect of Termination

      This sets out what happens and what each of our responsibilities are on and after termination.

      16. Force Majeure

      We may not be responsible for a failure to provide the services if it is beyond our control.

      17. Notices

      This section sets out how we should communicate with each other.

      18. General

      Please see this section for legal details including our choice of law.

      1. Definitions and Interpretation

        Some terms used throughout the Agreement and what they mean. Refer back to this section for clarification.

        1.1 For the purpose of this this Agreement the following terms and phrases shall have the respective meanings:

        Altered Carbon: Altered Carbon Limited, a company registered in England with company number 11362774 and its registered office at Henleaze Business Centre, Harbury Road, Bristol, Avon, England, BS9 4PN.

        Altered Carbon Website: Altered Carbon’s publicly available website at [insert] and any other website made available to the Client by Altered Carbon from time to time, in each case as updated from time to time.

        Authorised User: any of Client’s employees, contractors, consultants and agents authorised or enabled by Altered Carbon to access and/or use the Altered Carbon Software.

        Background IPRs: any and all IPRs that are owned by or licensed to either Party and which are or have been developed independently of this Agreement (whether prior to the Effective Date or otherwise) and shall include in the case of Altered Carbon any generally applicable know-how gained from performing the Services or providing the Solution to the extent that such know-how does not contain any Client Confidential Information.

        Business Day: any day other than a Saturday, Sunday or public holiday in England.

        Charges: the charges payable by the Client to Altered Carbon as set out at [insert link] (the “Charges Page”) and as may be updated from time to time.

        Client: the individual or entity entering into this Agreement.

        Client Site: the location or locations at which the Hardware shall be installed.

        Confidential Information: has the meaning given to it in Clause 9.1.

        Contract Year: each 12 month period beginning on the Commencement Date and each anniversary thereof. 

        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 management of the company.

        Data Protection Legislation: means as applicable and binding on the Parties and/or the Services or Solution, the Data Protection Act 2018, the UK GDPR, and the Privacy and Electronic Communications Regulations 2003; the EU General Data Protection Regulation, Regulation (EU) 2016/679 (GDPR), EU Directive 2002/58/EC (Directive on privacy and electronic communications), and/or any corresponding or equivalent national laws or regulations; and any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Legislation from time to time (whether or not before or after the date of this Agreement).

        Derived Data: the anonymised and aggregated data created by or resulting from the Client’s access to and use of the Solution.

        Documentation: all technical specifications, user manuals, operating manuals, process definitions and procedures, maintenance libraries, example code and other publications or media in whatever form supplied or made available to the Client by Altered Carbon from time to time, including the information accessible to the Client via Altered Carbon’s website.

        Force Majeure Event: a cause or causes beyond a Party’s reasonable control, including act of God, governmental act, act of terrorism, war, fire, earthquake, flood, disease, adverse weather, traffic congestion, epidemic, pandemic, embargo, riot, sabotage, strike (other than of its own employees), failure of third-party telecommunications networks, failures of third-parties (other than subcontractors), explosion or civil commotion.

        Hardware: the engineering sample sensor units as further described at [insert link] and as may be updated by Altered Carbon from time to time.

        Improvements: means any improvement, enhancement or modification to the Solution.

        Intellectual Property Rights or IPRs: patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software (including source code, object code, firmware, operating systems and specifications), database rights, rights to use, and preserve the confidentiality of, confidential information (including Know-How and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for (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.

        IPR Claim: any claim by a third party of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPRs which are made available by either Party under or in connection with this Agreement.

        Know-How: inventions, discoveries, improvements, processes, methodologies, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not).

        Private Dataset: a set of Processed Data that is not made available to other users of the Solution provided that the applicable fees are paid as set out on the Charges Page.

        Processed Data: the Raw Data that has been analysed and processed via the Software.

        Public Dataset: a standard set of Processed Data made available to other users of the Solution on an anonymised basis.

        Quarter: each successive three month period, the first of which shall commence on the Commencement Date.

        Raw Data: the sensor data generated through the installation and use of the Hardware at the Client Site. 

        Software: the software which is owned by Altered Carbon and which is to be used by Altered Carbon and/or the Client in the context of the provision or receipt of any of the Services, including each service hosting/making available the Software and made available to the Client via the Internet or other network.

        Solution: the Services, Hardware and Software provided by Altered Carbon pursuant to this Agreement.

        Term: has the meaning given in Clause 14.1.

        1.2 In this Agreement and unless the context requires otherwise:

        1.2.1 references to Clauses are references to the Clauses of this Agreement;

        1.2.2 headings and section descriptions are indicative only and shall not affect the interpretation of this Agreement;

        1.2.3 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

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

        1.2.5 words in the singular shall include the plural and in the plural shall include the singular;

        1.2.6 a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision; 

        1.2.7 words introduced by the word including or any similar expression are to be construed as illustrative and shall not limit the sense of the related general words; and

        1.2.8 a reference to writing or written includes email.

        2. Warranties

        This sets out some key commitments that we make to each other.

        2.1 Each Party warrants, represents and undertakes that:

        2.2.1 it has full capacity and authority to enter into and perform this Agreement;

        2.2.2 this Agreement is executed by a duly authorised representative of that Party; 

        2.2.3 it shall discharge its obligations hereunder in accordance with all applicable law; and

        2.2.4 there are no actions, suits or proceedings or regulatory investigations pending or, to that Party’s knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Agreement.

        2.2 The Client further warrants, represents and undertakes:

        2.2.1 that it is entering into this Agreement and shall use the Solution for any or all of a professional, research, trade, craft and/or business purpose only and is not entering into this Agreement for purposes mainly or wholly outside of these purposes; and

        2.2.2 that all data and information it provides to Altered Carbon and uploads to the Software is up-to-date and accurate in all materials respects. 

         

        3. Solution

        This section gives an overview of what the Agreement is for and what it will cover.

        3.1 The Parties acknowledge and agree that this Agreement is put in place, and Altered Carbon is providing the Solution to the Client pursuant to this Agreement, in order for the Client to assess the feasibility of the Solution for its proposed use case(s).

        3.2 The Parties shall meet regularly to discuss the Client’s use of the Solution and make any necessary adjustments as may reasonably be requested by either Party. If such adjustments involve additional cost to Altered Carbon then Altered Carbon may at its option refuse the proposed adjustments or increase the Charges to reflect such additional cost.

        3.3 The Client acknowledges and agrees that in order to purchase any Hardware outright, commercialise any Processed Data in any way and/or to engage Altered Carbon to provide a rollout of the Solution, the Parties will need to enter into a new agreement.

        4. Altered Carbon Obligations

        This section sets out what our obligations to you are.

        4.1 Altered Carbon shall:

        4.1.1 perform the Services in accordance with the provisions of this Agreement;

        4.1.2 comply with the Client’s reasonable instructions and directions in carrying out the Services; and

        4.1.3 provide to the Client or procure the provision of, from time to time, copies of the Documentation containing information for the proper use of the Solution.

        4.2 Altered Carbon shall not be 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. The Client acknowledges that the Solution may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

        4.3 Altered Carbon shall not be prohibited or restricted from entering into agreements or supplying services the same as or similar to the Services to other clients, including those who operate in the same industry or sector as the Client.

        4.4 The Client acknowledges and agrees that the Solution is made available by Altered Carbon to the Client on an ‘as-is’ basis, and Altered Carbon makes no commitment as to uptime or availability of any element of the Solution.

        5. Client Obligations

        This section sets out what your obligations to us are.

        5.1 The Client shall at all times and in all respects:

        5.1.1 perform its obligations in accordance with the terms of this Agreement;

        5.1.2 pay the Charges in accordance with the provisions of Clause 6;

        5.1.3 co-operate with Altered Carbon in all matters arising under this Agreement or otherwise relating to the Solution;

        5.1.4 provide all information, documents, materials, data or other items necessary for the provision of the Solution to Altered Carbon in a timely manner; 

        5.1.5 obtain and maintain all necessary licences, permits and consents required to enable Altered Carbon to provide the Solution.

        5.2 Altered Carbon’s failure to comply with any of its obligations set out in this Agreement shall not be deemed a breach if and to the extent that such failure to comply arises out of or in connection with a breach by the Client of any of its obligations set out in this Agreement.

        6. Software

        This section sets out what you can and can’t do with the platform and other software.

        6.1 In consideration of the applicable Charges paid by the Client to Altered Carbon, Altered Carbon hereby grants to the Client a non-exclusive, non-transferable and non-sublicensable licence to use the Software to process and analyse the Raw Data and produce Processed Data for its own internal purposes.

        6.2 Unless otherwise specifically permitted by this Agreement or applicable law, the Client shall not:

        6.2.1 sublicense, sell, transfer, assign, distribute or otherwise grant or enable access to the Software in a manner that allows access to or use of the Software by an individual who is not an Authorised User or otherwise authorised by Altered Carbon to access the Software;

        6.2.2 upload sensitive, personal or identifiable data or information to the Software other than basic account details;

        6.2.3 copy, modify or create derivative works based on the Software (other than making such copies of the Software as strictly necessary for operational security and back-up purposes, and such copies shall remain the property of Altered Carbon);

        6.2.4 reverse engineer or decompile the Software (except to the extent permitted by applicable law and only if Altered Carbon fails to provide permitted interface information within a reasonable period of time after the Client’s written request);

        6.2.5 copy any features, functions or graphics of the Software;

        6.2.6 allow Authorised User subscriptions to be shared or used by more than one individual Authorised User (except that Authorised User subscriptions may be reassigned to new Authorised Users replacing individuals who no longer use the Software for any purpose, whether by termination of employment or other change in job status or function);

        6.2.7 access or use the Software except as expressly permitted under this Agreement;

        6.2.8 access or use the Software (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (iv) in a manner that interferes with or disrupts the integrity or performance of the Software (or the data contained in the Software); or (v) to gain unauthorised access to the Software (including unauthorised features and functionality) or its related systems or networks.

        7. Hardware

        This section sets out each of our obligations in relation to the sensor units.

        7.1 Altered Carbon shall:

        7.1.1 provide the Hardware to the Client on a rental basis only, and the Client shall be responsible and liable for the Hardware whilst in its possession;

        7.1.2 replace any faulty Hardware free of charge to the extent that such fault has not been caused by the Client’s act or omission; and

        7.1.3 replace the Hardware with the newest version unless otherwise agreed with the Client.

        7.2 The Client acknowledges and agrees that:

        7.2.1 the Hardware consists of engineering samples provided to the Client by Altered Carbon for the purposes of testing the Solution only and no warranties of any nature are provided by Altered Carbon in relation to the Hardware;

         

        7.2.2 title in the Hardware shall remain with Altered Carbon; and

        7.2.3 risk in the Hardware shall transfer to the Client on delivery of such Hardware and shall remain with the Client until such time as the Hardware is returned to Altered Carbon.

         

        7.3 The Client shall:

        7.3.1 ensure that the Hardware is installed and kept at the applicable location under suitable conditions, and permit only trained and competent personnel to use it;

        7.3.2 follow any operating instructions as Altered Carbon may give from time to time;

        7.3.3 notify Altered Carbon promptly if the Hardware is discovered to be operating incorrectly;

        7.3.4 at all reasonable times permit full and free access to the Hardware to Altered Carbon, its employees, contractors and agents, and provide them with adequate and safe working space, and any telecommunications facilities as are reasonably required to enable Altered Carbon to perform the Services; and

        7.3.5 not allow any person other than Altered Carbon to maintain, alter, modify or adjust the Hardware without Altered Carbon’s prior written approval.

        7.4 If the Client damages or breaks the Hardware beyond reasonable repair, the Client shall pay a replacement charge in accordance with Clause 8.3 as set out on the Charges Page.

        8. Charges

        This section sets out how we will invoice you and how you will pay the charges.

        8.1 Altered Carbon shall invoice the Client and the Client shall pay the Charges to Altered Carbon as set out on the Charges Page.

        8.2 The Charges are exclusive of all applicable taxes, levies, or duties, and the Client is responsible for payment of all of those taxes, levies, or duties, excluding taxes based solely on Altered Carbon’s income. The Client shall pay all fees free and clear of, and without reduction for, any applicable transaction taxes, including but not limited to sales and use taxes and VAT.

        8.3 The Charges shall be payable on a Quarterly basis in advance. The Client shall pay all invoiced Charges within 30 days of the date of each invoice (the “Due Date”). If Altered Carbon has not received payment by the Due Date, it shall issue a further reminder to the Client requesting that the Client pays the outstanding Charges within 30 days from the Due Date. If Altered Carbon has not received payment within the further 30-day period of the Due Date, Altered Carbon shall be entitled to, at its discretion:

        8.3.1 suspend the provision of the Services to the Client and the Client’s access to the Software; or

        8.3.2 terminate the Agreement immediately on notice to the Client.

        8.4 Notwithstanding the process set out in Clause 8.3 above, Altered Carbon shall be entitled to charge (and the Client shall pay) interest on any undisputed outstanding Charges from and including the Due Date up until the date that payment is received, whether before or after judgement. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

        9. Confidentiality

        We will each keep each other’s information private and confidential.

        9.1 Each Party undertakes that it shall keep any information that is confidential in nature concerning the other Party and its Affiliates, including any details of its business, affairs, customers, clients, suppliers, plans or strategy (“Confidential Information”), confidential and that it shall not use or disclose the other Party’s Confidential Information to any person, except as permitted by Clause 9.2.

        9.2 A Party may:

        9.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (“Representatives”) who need to know the relevant Confidential Information for the purposes of the performance of any obligations or exercise of any rights under this Agreement, provided that such Party ensures that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this Clause 9;

        9.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

        9.2.3 use Confidential Information only to perform any obligations or exercise any rights under this Agreement.

        9.3 Confidential Information shall not include information:

        9.3.1 which is publicly known other than through any act or omission of the receiving party or obtained from a third party who is free to disclose it;

        9.3.2 which was in the possession of the recipient party before disclosure under this Agreement took place; or

        9.3.3 information independently developed by the recipient as can be evidenced in written evidence.

        9.4 Each Party recognises that any breach or threatened breach of this Clause 9 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

        10. Intellectual Property Rights

        This section sets out our and your rights in respect of different parts of the solution.

        10.1 Except as expressly set out in this Agreement, neither Party shall acquire any right, title or interest in or to the Intellectual Property Rights of the other Party.

        10.2 Subject to the terms of this Agreement, and payment of the applicable Charges, Altered Carbon grants the Client a non-exclusive, non-sublicensable, non-transferable, worldwide licence during the Term to access and use the Altered Carbon Background IPR solely in order to make use of the Solution as set out in this Agreement.

        10.3 The Client grants Altered Carbon a non-exclusive, non-sublicensable, non-transferable, worldwide licence during the Term to use the Client Background IPR solely to the extent necessary to provide the Solution.

        10.4 Any and all Intellectual Property Rights in the Derived Data and any Know-How and Improvements shall vest in Altered Carbon immediately upon creation. 

        10.5 Subject to Clause 10.6 each Party shall, at all times during and after the Term, indemnify the other Party and keep the other Party indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the other Party arising from any IPR Claim. A Party shall not be liable for an IPR Claim if and to the extent such IPR claim arises out of or in connection with use of the infringing material other than in accordance with this Agreement. 

        10.6 In respect of any claim (including an IPR Claim) arising from an indemnity in this Agreement, the indemnified Party shall:

        10.6.1 notify the indemnifying Party in writing of any claim;

        10.6.2 allow the indemnifying Party to conduct all negotiations and proceedings and provide the indemnifying Party with such reasonable assistance as is required by the indemnifying Party, each at the indemnifying Party’s cost, regarding the claim; and

        10.6.3 not, without prior consultation with the indemnifying Party, make any admission relating to the claim or attempt to settle it, provided that the indemnifying Party considers and defends any claim diligently, using competent counsel and in such a way as not to bring the reputation of the indemnifying Party into disrepute.

        10.7 If an IPR Claim is made, or the indemnifying Party reasonably suspects that an IPR Claim might be made, the indemnifying Party may at its own expense and sole option:

        10.7.1 procure for the indemnified Party the right to continue using the part of the material which is or may be subject to the IPR Claim;

        10.7.2 replace or modify, or procure the replacement or modification of, such material, provided that:

        (a) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item;

        (b) the replaced or modified item does not have a material adverse effect on any other Services;

        (c) there is no additional cost to the indemnified Party; and

        (d) the terms of this Agreement apply to the replaced or modified material, or

        10.7.3 terminate this Agreement (or relevant part thereof) immediately by notice in writing to the other Party.

        11. Data Protection

        We will each comply with our obligations under applicable data protection law.

        11.1 The Parties acknowledge and agree that they will need to exchange certain personal data in the form of names and contact details for the basic day to day administration of the Solution and this Agreement. Each Party shall:

        11.1.1 be an independent data controller of such personal data;

        11.1.2 comply with its obligations as such under the Data Protection Legislation; and

        11.1.3 only process such personal data in accordance with its privacy policy from time to time.

        12. Data

        This describes our rights in the data generated through your use of the solution.

        12.1 The Client acknowledges and agrees that all rights, including all Intellectual Property Rights, in and to the Raw Data and Processed Data shall vest in and remain with Altered Carbon.

        12.2 Altered Carbon hereby grants the Client a limited, non-transferable, non-sublicensable licence for the Term of this Agreement to use:

        12.2.1 the Raw Data in connection with the Software to analyse the effectiveness of the Hardware; and

        12.2.2 the Processed Data for its own internal business purposes only in connection with assessing the suitability of the Solution.

        12.3 The Client acknowledges and agrees that:

        12.3.1 the Public Datasets will be made available via the Software to Altered Carbon’s other clients on an anonymised basis;

        12.3.2 Altered Carbon may use any of the Raw Data or Processed Data (including both Public Datasets and Private Datasets) for its own internal business purposes including making improvements to the Software and Hardware;

        12.3.3 Altered Carbon may use the Public Datasets on an anonymised basis for marketing and publicity purposes; and

        12.3.4 A breach by the Client of this Clause 12 shall be considered a material breach incapable of remedy for the purposes of Clause 14.2.1(c).

        12.4 The Client may download the Raw Data from the Software at any time and can download the Processed Data from the Software in binary form only.

        13. Liability

        Each of us is liable to the other for certain losses. Please read this section carefully as it contains important limitations.

        13.1 References to liability in this Clause 13 apply to every liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

        13.2 Notwithstanding anything to the contrary, neither Party shall limit or exclude its liability for:

        13.2.1 death or personal injury caused by its negligence;

        13.2.2 fraud or fraudulent misrepresentation;

        13.2.3 payment of Charges under this Agreement; or

        13.2.4 any other liability which cannot be limited or excluded by law.

        13.3 Subject to Clause 13.2, neither Party shall be liable to the other for:

        13.3.1 loss of sale or business; loss of agreements or contracts; loss of anticipated savings; or loss of or damage to goodwill,

        in each case whether direct or indirect; or

        13.3.2 any indirect or consequential loss.

        13.4 Subject to Clauses 13.2, 13.3 and 13.5, each Party’s liability to the other arising out of or in connection with this Agreement shall be limited to the greater of:

        13.4.1 an amount equal to 100% of the Charges paid or payable in that Contract Year; and

        13.4.2 twenty five thousand pounds (£25,000).

        13.5 Subject to Clauses 13.2 and 13.3, each Party’s liability to the other Party arising out of or in connection with:

        13.5.1 a breach of Clause 9 (Confidentiality);

        13.5.2 a IPR Claim pursuant to Clause 10.4; and

        13.5.3 a breach of Clause 12 (Data),

        shall in each case be limited to one hundred thousand pounds (£100,000) for each claim or series of related claims.

        13.6 Other than the express warranties set out herein, all other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

        14. Term and Termination

        This section sets out how each of us can end the agreement.

        14.1 This Agreement shall commence on the Effective Date and shall automatically renew on a Quarterly basis unless and until terminated in accordance with its terms by either Party (the “Term”).

        14.2 Without affecting any of its other rights and remedies:

        14.2.1 either Party may terminate this Agreement with immediate effect:

        (a) on giving no less than fourteen calendar days’ advance written notice to the other, subject to which such termination shall take effect at the end of the then-current Quarter;

        (b) if the other Party commits a material breach of any of the provisions of this Agreement and, if such breach is remediable, is not remedied within 30 days of being notified to do so;

        (c) if the other Party commits a material breach of any of the provisions of this Agreement and such breach is incapable of remedy;

        (d) if that Party or the other Party has suffered a Force Majeure Event and that Force Majeure Event has continued for 60 days.

        14.2.2 Altered Carbon may terminate this Agreement in accordance with Clause 8.3 (non-payment of Charges).

        15. Effect of Termination

        This sets out what happens and what each of our responsibilities are on and after termination.

        15.1 On termination of the Agreement or any part thereof, the provisions which are either expressed to survive its termination or expiry, or from their nature or context it is contemplated that they are to survive such termination or expiry, shall remain in full force and effect notwithstanding such termination or expiry.

        15.2 If the Client terminates this Agreement or any part thereof pursuant to Clause 10.7.3 or 14.2.1, Altered Carbon shall refund the Client any Charges paid in advance by the Client on a pro-rated basis.

        15.3 On termination of this Agreement or any part thereof:

        15.3.1 all rights and licences granted to the Client pursuant to the Agreement or relevant part of the Agreement shall cease;

        15.3.2 the Client shall at its cost return the Hardware to Altered Carbon in good working condition;

        15.3.3 the Client shall delete the Processed Data from its systems and any copies thereof and cease any use of the same;

        15.3.4 the Client shall cease all activities authorised thereunder; and

        15.3.5 the Client shall immediately pay to Altered Carbon all outstanding sums due pursuant to this Agreement;

        15.4 if the Client fails to return the Hardware within a reasonable time period after the termination of this Agreement for whatever reason, Altered Carbon reserves the right to charge a replacement fee as set out on the Charges Page.

        15.5 Altered Carbon reserves the right to keep any non-personal data uploaded to or held on the Software indefinitely post-termination of this Agreement.

        15.6 Termination of this Agreement or any part thereof shall not affect 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 breaches which existed at or before the date of termination.

        16. Force Majeure

        We may not be responsible for a failure to provide the services if it is beyond our control.

        16.1 A Party shall not be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations to the extent that such delay or failure results from a Force Majeure Event.

        16.2 The Party affected by the Force Majeure Event shall:

        16.2.1 notify the other Party without undue delay of the existence of the Force Majeure Event as well as its likely or potential consequences, duration and impact on the Services, including any timetables; and

        16.2.2 use all reasonable endeavours to mitigate the effects of the Force Majeure Event.

        17. Notices

        This section sets out how we should communicate with each other.

        17.1 Any notice or other communication to be given under this Agreement shall be delivered in person or sent by prepaid recorded delivery post or other next working day delivery service or email to the relevant Party as follows or at such other address or email address as a Party may notify to the other Party in writing:

        17.1.1 to Altered Carbon at: Henleaze Business Centre, Harbury Road, Bristol, Avon, England, BS9 4PN or by email to [purchasing@altered-carbon.com]. Marked for the attention of: [Ali Rohafza]; and

        17.1.2 to the Client using the details provided by the Client during the sign-up process or as updated from time to time.

        17.2 Any notice or communication shall be deemed to have been received:

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

        17.2.2 if sent by prepaid delivery post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

        17.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 17.2.3, business hours means 10.00am to 5.00pm Monday to Friday on a Business Day.

        17.3 This clause 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.

        18. General

        Please see this section for legal details including our choice of law.

        18.1 This Agreement constitutes the entire agreement between the Parties. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

        18.2 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. 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.

        18.3 Altered Carbon may make amendments to this Agreement from time to time. Such amendments will be flagged to the Client upon login to the Software at which point the Client shall provide its acceptance of such amendments, which will then take effect. If the Client does not agree to the amendments then it may choose to terminate the Agreement pursuant to Clause 14.2.1(a).

        18.4 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.

        18.5 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. If any provision or part-provision of this Agreement is deemed deleted under this clause, 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.

        18.6 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

        18.7 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute one Agreement.

        18.8 Unless expressly stated 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. The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.

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

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

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