SaaS Terms & Conditions

Version 1.3 - January 2024

Capitan Systems Limited (Supplier), incorporated and registered in England and Wales with company number 13198574 whose registered office is at 124 CIty Road, London EC1V 2NX

You (Customer), the registered business, registered charity or sole trader, as detailed during the payment and onboarding procedures at https://capitan.website

BACKGROUND

The Supplier has developed certain software applications and platforms which it makes available to the Customer via the internet on a subscription basis for the purpose of hosting services, domain name services, content management, customer relationship management, e-commerce, e-invoicing, e-ticketing, outbound email (marketing/service/transactional) and data capture & analysis.

The Customer wishes to use the Supplier’s services in its business operations.

The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier’s service subject to the terms and conditions of this agreement.

AGREED TERMS

1. Interpretation

1. The definitions and rules of interpretation in this clause apply in this agreement:
   • Archiving Procedure: the Suppliers back-up and archiving procedure, as detailed in the Security Policy
   • Authorised Users: those individual Customer Representatives who are authorised by the Customer to use the Services, as further described in clause 2.2
   • Business Day: any day which is not a Saturday, Sunday or public holiday in England.
   • Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
   • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.5.
   • Customer Data: the data inputted by the Customer, the Customer's Capitan website visitors, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, except any designs, marks, code created by the Supplier unless otherwise agreed in Writing.
   • DPA: Data Processing Agreement, available at https://capitan.website/legal/
   • Effective Date: the commencement of the Services initiated by their successful online checkout on the Supplier's website.
   • Initial Service: the initial term of this agreement as set out in Schedule 1.
   • Normal Business Hours: 9.00 am to 5.00 pm GMT time, each Business Day.
   • Renewal Period: the period described in clause 16.1.
   • Security Policy: available at https://capitan.website/legal/
     
   • Services: the purchased services and support provided by the Supplier to the Customer under this agreement.
   • Service Level Agreement: available at https://capitan.website/legal/
     
   • Capitan: the hosted software platform provided by the Supplier to facilitate the Services.
   • Capitan Administrator Accounts: the Capitan administrator accounts purchased by the Customer pursuant to clause 11.1 which entitle Authorised Users to access and use the Services in accordance with this agreement.
   • Customer Representatives: the officers, employees, agents and sub-contracters of the Customer.
   • Service Fees: the fees payable by the Customer to the Supplier for the Services, as set out in the checkout procedure and the resulting invoice.
   • Service Term: has the meaning given in clause 16.1 (being the Initial Service Term together with any subsequent Renewal Periods).
   • Suppliers Representatives: the officers, employees, agents and sub-contracters of the Supplier
   • Virus: any thing 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.
2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
5. Words in the singular shall include the plural and vice versa.
6. A reference to one gender shall include a reference to the other genders.
7. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
8. A reference to writing or written includes e-mail to enquiries@i-capitan.com.
9. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. Capitan Administrator Accounts

1. Subject to the Customer purchasing the Capitan Administrator Accounts in accordance with clause 3.3 and clause 11.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Service Term solely for the Customer’s internal business operations.
2. In relation to the Authorised Users, the Customer undertakes that:
   
   1. the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of Capitan Administrator Accounts it has purchased from time to time;
   2. it will not allow or suffer any Capitan Administrator Account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
   3. each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than every six months and that each Authorised User shall keep his password confidential;
   4. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;
   5. it shall permit the Supplier to audit the Services in order to establish the name of each authorised User. Such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
   6. if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Service Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 within 10 Business Days of the date of the relevant audit.
3. The Customer shall not access, store, distribute or transmit any Virus, or any such material during the course of its use of the Services that:
   1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   2. facilitates illegal activity;
   3. depicts sexually explicit images;
   4. promotes unlawful violence;
   5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   6. in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to remove any material that breaches the provisions of this clause.
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:
      (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Capitan (as applicable) in any form or media or by any means; or
      (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Capitan; or
   2. access all or any part of the Services in order to build a product or service which competes with the Services; or
   3. subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
   4. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; and
5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
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. Additional Capitan Administrator Accounts

The Customer may, from time to time during any Service Term, purchase additional Capitan Administrator Accounts and the Supplier shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this agreement.

4. Domain Names

When instructed to do so during the onboarding procedure, The Supplier may purchase domain names on behalf of the Customer, and the Customer may, from time to time during any Service Term, purchase additional domain names.

1. The Customer will be registered as the domain contact registrant.
2. The Customer will not be provided with access to manage their own DNS record.
3. The Supplier agrees to manage the domain name DNS record and will make changes requested by the Customer without any additional fees being incurred, unless the requested changes within any 1 calendar month require the Supplier to spend more than 1 hour of time in providing DNS management services.
4. The Customer agrees to pay additional fees if the Supplier has spent more than 1 hour of time in providing DNS management services within any 1 calendar month.
5. The Supplier reserves the right to cancel the domain name in the event of non or late payment.
6. The Supplier agrees to transfer the domain name to the Customer if the requested, providing that the Customer is up to date with all payments in all of it's agreements with the Suppler.

5. SSL Certificates

The Supplier will obtain and install an SSL Certificate for the Customers Services and the Customer may during any Service Term, purchase a premium SSL Certificate upgrade.

1. The Supplier is not responsible for browser SSL Certificate warnings or SSL Certificate invalidation which are caused by the Customer's invalid content. The Customer agrees that the Supplier will charge additional fees to repair any invalid content which has been added by the Customer.
2. The Customer acknowledges that SSL Certificates are non-transferrable.

6. Services

1. The Supplier shall, during the Service Term, provide the Services to the Customer subject to the terms and conditions of this agreement.
2. The Supplier 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 8.00 pm to 8.00 am UTC time; and
   2. emergency unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 1 Normal Business Hours’ notice in advance.
3. The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier’s Service Level Agreement in effect at the time that the Services are provided. The Supplier may amend the Service Level Agreement in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.

7. Customer Data

1. Save as expressly provided in the terms and conditions of this agreement, the Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
2. The Supplier shall follow its Archiving Procedures for Customer Data as may be notified to the Customer from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the Supplier’s Archiving Procedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
3. The Supplier shall, in providing the Services, comply with its Security Policy and DPA relating to the privacy and security of the Customer Data and such document may be amended from time to time by the Supplier in its sole discretion.
4. If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
   
   1. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
   2. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
   3. the Supplier shall process the personal data only in accordance with the terms and conditions of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
   4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

8. Third Party Providers

The Customer acknowledges that the Services may enable or assist it to access the website content or software of, correspond with, and purchase products and services from, third parties via third-party websites or by using third party software and that it does so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website or software, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website or by using third party software is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to any third party’s website terms and conditions and privacy policy prior to using the relevant third-party website or software including any opensource software. The Supplier does not endorse or approve any third-party website or software nor the content of any of the third-party website or software made available via the Services.

9. The Supplier's Obligations

1. The Supplier undertakes that the Services will be provided with reasonable skill and care.
2. The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier 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 9.1. Notwithstanding the foregoing, the Supplier:
   
   1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, 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 may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. This agreement shall not prevent the Supplier 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.
4. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

10. The Customer's Obligations

The Customer shall:

1. Provide the Supplier with:
   
   1. all necessary co-operation in relation to this agreement; and
   2. all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
2. Comply with all applicable laws and regulations, with respect to its activities under this agreement;
3. Maintain it's own publicly available Terms & Conditions and Privacy Policies relating to it's use of the Services, and for these to comply with all applicable laws and regulations;
4. 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, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
5. Ensure that the Authorised Users use the Services in accordance with this agreement and shall be responsible for any Authorised User’s breach of this agreement;
6. Obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
7. Ensure that its network, systems and software comply with the relevant specifications provided by the Supplier from time to time; and
8. Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’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.

11. Charges And Payment

1. The Customer shall pay the Service Fees to the Supplier for the Services in accordance with this clause 11 and Schedule 1.
2. The Customer shall on the Effective Date, register with the Supplier’s designated payment service and authorise the Supplier to collect payments relating to the Service Fees for every applicable Renewal Period.
3. If the Supplier has not received payment within 10 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
   
   1. the Supplier may, without liability to the Customer, disable the Customer’s access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the amounts concerned remain unpaid; and
   2. interest shall accrue on such due amounts at an annual rate equal to 5% over the then current base lending rate of ClearBank at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
4. All amounts and fees stated or referred to in this agreement:
   
   1. shall be payable in pounds sterling;
   2. are, subject to clause 15.4.2, non-cancellable and non-refundable;
   3. are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
5. If, at any time whilst using the Services, the Customer exceeds the amount of Disk Space and/or Bandwidth provided within the Services for 2 consecutive months, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then Disk Space and/or Bandwidth upgrade fees. The Supplier’s Disk Space and Bandwidth upgrade fees current as at the Effective Date are set out in Schedule 1.
6. If, at any time whilst using the Services, the Customer exceeds Contact Database limits provided within the Services due to end users of The Website registering themselves, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then Contact Database upgrade fees. The Supplier’s Contact Database upgrade fees current as at the Effective Date are set out in Schedule 1.
7. The Supplier shall be entitled to increase the Service Fees purchased pursuant to clause 3.3 and/or the fees payable pursuant to clause 11.5 at the start of each Renewal Period upon 30 days’ prior notice to the Customer.

12. Proprietary Rights

1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
2. The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms and conditions of this agreement.

13. Confidentiality

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:
   
   1. is or becomes publicly known other than through any act or omission of the receiving party;
   2. was in the other party’s lawful possession before the disclosure;
   3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
   4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
   5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, 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.
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 officers, employees, agents and sub-contractors in violation of the terms of this agreement.
4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
6. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
7. This clause 13 shall survive termination of this agreement, however arising.

14. Indemnity

1. The Customer shall defend, indemnify and hold harmless the Supplier 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, provided that:
   
   1. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
   2. the Customer is given sole authority to defend or settle the claim.
2. The Supplier shall defend the Customer and Customer Representatives against any claim that the Services infringes any United Kingdom patent effective as of the Effective 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:
   
   1. the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
   2. the Supplier is given sole authority to defend or settle the claim.
3. In the defence or settlement of any claim, the Supplier 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 on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
4. In no event shall the Supplier or Supplier Representatives be liable to the Customer to the extent that the alleged infringement is based on:
   
   1. a modification of the Services by anyone other than the Supplier; or
   2. the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or
   3. the Customer’s use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
5. The foregoing and clause 15.4.2 states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier Representatives') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

15. Limitation Of Liability

1. This clause 15 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of the Supplier Representatives) to the Customer:
   
   1. arising under or in connection with this agreement;
   2. in respect of any use made by the Customer of the Services or any part of them; and
   3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
2. Except as expressly and specifically provided in this agreement:
   
   1. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions, code or content provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;
   2. 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
   3. the Services are provided to the Customer on an “as is” basis.
3. Nothing in this agreement excludes the liability of the Supplier:
   
   1. for death or personal injury caused by the Supplier’s negligence; or
   2. for fraud or fraudulent misrepresentation.
4. Subject to clause 15.2 and clause 15.3:
   
   1. the Supplier 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
   2. the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 14.2), 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 Service Fees and Capitan Administrator Accounts paid during the 12 months immediately preceding the date on which the claim arose.

16. Term And Termination

1. This agreement shall, unless otherwise terminated as provided in this clause 16, commence on the Effective Date and shall continue for the Initial Service Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
   
   1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Service Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Service Term or Renewal Period; or
   2. otherwise terminated in accordance with the provisions of this agreement; and the Initial Service Term together with any subsequent Renewal Periods shall constitute the Service Term.
2. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
   1. the other party commits a material breach of any of the terms and conditions of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
   2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
   3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
   4. a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
   5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
   6. the other party ceases, or threatens to cease, to trade; or
   7. there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or
   8. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
3. On termination of this agreement for any reason:
   
   1. all licences granted under this agreement shall immediately terminate;
   2. each party shall return and make no further use of any services, equipment, property, and other items (and all copies of them) belonging to the other party;
   3. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). the Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
   4. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

17. Force Majeure

The Supplier 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 the Supplier 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 suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

18. Waiver

1. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
2. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

19. Severance

1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

20. Entire Agreement

1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties in respect of the Services and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
3. The Parties acknowledge there may be other agreements between them in respect of separate services such as graphic design or website code development, and that the terms and conditions of this agreement apply to any such agreements in addition to the terms and conditions for the supply of products and/or services.

21. Assignment

1. The Customer shall not, without notifying the Supplier in advance, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
2. The Supplier 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.

22. 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).

23. 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.

24. Notices

1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or by email to accounts@i-capitan.com, or such other address as may have been notified by that party for such purposes as set out in this agreement.
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 notice sent by email shall be deemed to have been received at the time of receipt in the Supplier's mailbox.

25. Governing Law And Jurisdiction

1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
3. This agreement has been entered into on the Effective Date.

SCHEDULE 1.
Service Fees And Configutation Of Services

Capitan provides you with limited use of the Services and will prevent you from exceeding the Service provisions noted herein, except in the scenarios described in Goodwill Allowances and Exceptions

All fees herein exclude VAT.

Service Configuration Options;

One of the following licenses is required as the core service.

Additional Service Options

Free Modules:

Premium Features :

Service Term: Premium Modules/APIs are contracted for the duration of the License Service Term. You may cancel these services by giving written notice of cancellation, at least 30 days before the end of the Initial Service Term or any Renewal Period.

License Term Upgrades:

Service Term: Upgrades are contracted for the duration of the License Service Term. You may cancel these services by giving written notice of cancellation, at least 30 days before the end of the Initial Service Term or any Renewal Period.

One-Off Upgrades:

Upgrades are not bound to Initial Service Term or any Renewal Period.

Premium Protection:

Service Term: Premium Protection services are contracted for the duration of the Service Term. You may cancel these services by giving written notice of cancellation, at least 30 days before the end of the Initial Service Term or any Renewal Period.