Definitions and interpretation

In this Agreement, including the introduction, the following definitions apply unless the context otherwise requires:

Acceptable Use Policy

the acceptable use policy for the Service, as revised from time to time and accessible here;

Authorised Payment Method

means a current, valid, payment method accepted by us, as may be updated from time to time, and which may include payment through Your account with a third party;

Authorised User Fee

means the fee set out on the Order Page payable by You in consideration of providing access and use of the Service for additional Authorised Users (excluding Guest Users) in excess of the number of Authorised Users granted access under the relevant Subscription, as varied from time to time in accordance with these terms;

Authorised User(s)

means any individual granted access to use the Service by You;

Beta Service

means certain pre-commercial services or features of services made available to You to enable Correla to fine-tune our services/features to meet our customers’ needs, and such Beta Service as governed in accordance with their own terms, available as set out in Schedule 2;

Compatible Browser

means a commonly available browser (including but not limited to Google Chrome, Microsoft Edge or Safari) (in each case provided that the browser has no non-standard plug-ins and is configured in accordance with the default settings applicable to that browser and is no less than the current version minus 1) or as otherwise generally notified by Correla from time to time;

Correla, we, our or us

Correla Limited, a company incorporated and registered in England and Wales with company number 13062055, and whose registered office is at Lansdowne Gate, 65 New Road, Solihull, England, B91 3DL;

Confidential Information

1. know-how, trade secrets, documentation or information (whether commercial, financial, technical, operational or otherwise) relating to its business, affairs, software, products, product specifications, operations, processes, intentions, clients, suppliers, and any information which is either marked as “confidential” or which the other party was or ought reasonably to be aware was of a confidential nature or which would be regarded as confidential by a reasonable business person in any medium (whether written, electronic, oral or otherwise); and
2. in relation to Correla, shall also include all information and specifications relating to any details of any existing, new or planned Correla software, products or Services and any Intellectual Property Rights owned or licenced by Correla (including but not limited to object and software code) shall be Correla’s confidential information;

Correla Materials

any materials provided, developed or made available by Correla (independently or with Your cooperation) in the course of performance of the Service. Correla Materials do not include Your Data or Your Confidential Information;

Data

has the meaning given under the Data Protection Laws;

Data Protection Laws

the UK adopted form of the General Data Protection Regulation (UK GDPR), together with the Data Protection Act 2018 and any other laws applicable to the protection of Personal Data in the UK in force from time to time;

Fees

means the Subscription Fee, the Project Fee and/or Authorised User Fee;

Feedback

input, comments or suggestions from or on behalf of You or any Authorised User regarding Correla’s business and technology direction or the possible creation, modification, correction, improvement or enhancement of the Service purchased by You under the Agreement;

Force Majeure Event

any act, event, non-happening, omission or accident beyond the relevant party’s reasonable control and includes in particular (without limitation), terrorist attack or threat of terrorist attack, war, threat or preparation for war, fire, malicious damage, epidemic or pandemic, storm (including lightning strike), flood, or other natural disaster or adverse weather, industrial action or other shortage of available staff, impossibility of the use of telecommunications networks, or interruption or failure of utility services, malicious activity against computer systems such as computer virus or denial of services attack, other illegal or unlawful actions of third parties, acts or omissions of other clients and/or their users or non-performance by subcontractors or agents and the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority;

Free Services

means a Trial Subscription and/or Beta Service;

Guest User

means an individual who is granted, by an Authorised User, a limited right to access and use the Service in Order Page to participate solely in a Project as specified by the Authorised User;

Intellectual Property Rights

any and all intellectual property rights including patents, trademarks, copyright, rights in databases, domain names, know-how, look and feel, rights in confidential information and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world) together with the right to apply for registration of and/or register such rights and any and all goodwill relating or attached to it and all extensions and renewals of it and all rights of action in relation to any such matters;

Order

means the request by You to commence a Subscription through the Order Page and the completion of such information as requested by Correla;

Order Page

means the Correla approved online webpage that details the Subscription and relevant Service and through which You select and agree to subscribe and/or pay for a Service;

Project

means use of the Service for the purpose of processing a single property’s data to conduct a survey in accordance with the Service Description as part of, or in addition to, the Subscription (as detailed in the Order Page);

Project Fee

the fee set out on the Order Page payable by You in consideration of one-off access and use of the Service for a specific Project, as varied from time to time in accordance with these terms;

Service

as described in the Service Description, including, as applicable, any Project purchased as part of, or in addition to, the Subscription;

Service Description

the documentation which describes the Service (including all available features) and Project;

Service Start Date

the date on which the Subscription commences (being the date that Your payment details for the Service are approved);

Subscription

a subscription entitling You and Your Authorised Users to access and use the Service in accordance with these terms;

Subscription Fee

the fee set out on the Order Page payable by You in consideration of the Subscription, as varied from time to time in accordance with these terms;

Subscription Term

means one calendar month, or such other period as set out on the Order Page, commencing on the Service Start Date together with any Renewal Term;

Support Request

any request made by You in accordance with clause 5 for support in relation to the Service;

Trial Subscription

a free and/or limited access to a Service that may be offered by Correla from time to time and which, upon its expiry, may either automatically convert to a Subscription or require an upgrade to a Subscription to continue accessing the Service;

You

the business/individual which access and uses the Service; and

Your Data

any content, materials, data and information that You or an Authorised User enters into the Service or that You derive from Your use of the Service. Your Data does not include any component of the Service or Correla Materials. Your Data and its derivatives will not include Correla Confidential Information.

Headings are included for convenience only and shall not affect the construction or interpretation of these terms.

Any reference to the singular shall include the plural and vice versa and any reference to one gender shall include all genders including the neuter gender. Any reference to a person shall, unless the context otherwise requires, include individuals, partnerships, companies and all other legal persons.

The words include and including will not limit the generality of any words preceding them.

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

A reference to writing or written includes email. A reference to days means calendar days.

The phrase and/or means either of the alternatives and both of the alternatives as the case may be.

Order page

Each Order shall form a separate contract between You and Correla for the specified Service subject to the terms of this Agreement.

You must complete an Order with Correla prior to using the Service and Correla may in its absolute discretion refuse to accept an Order.

An Agreement shall not enter into force, be legally binding or have any other effect unless an Order has been completed by Your authorised representative.

If there is any conflict between these terms and an Order Page, the applicable Order Page will take precedence over these terms in so far as these terms apply to that applicable Order.

Following the submission and acceptance of the Order and, if applicable, payment of the Fees, You will be granted access to the Service and/or Projects.

The service

Usage rights and restrictions

A Subscription entitles You and Your Authorised Users to the non-exclusive and non-transferable right to access and use the Service solely for Your own internal business purposes during the Subscription Term in accordance with the Agreement, and, if applicable, to allow Authorised Users to access and use it subject to clause 6. Permitted uses and restrictions of the Service also apply to Correla Materials and Services Description.

A Service may integrate with third party web services or materials which are subject to terms and conditions of those third parties. These web services and/or materials are not part of the Service and the Agreement does not apply to them. Correla is not responsible for the content of these third party web services or materials and makes no warranty, representation or guarantee in respect thereof. You must ensure compliance with any third party terms and conditions and shall indemnify Correla for all losses, costs, demands, damages, judgments, claims, settlements, interest, fees and expenses (including but not limited to legal fees and other professional fees) incurred by Correla as a result of Your and/or any Authorised User’s breach of such third party terms and conditions.

You may at Your sole discretion provide Feedback. In such instance, Correla may in its sole discretion retain and freely use, incorporate or otherwise exploit such Feedback without restriction, compensation or attribution to the source of the Feedback.

Provisioning

Correla provides access to the Services as described in the Agreement. Correla makes the Service available and is responsible for its operation.

The Services are offered on a hosted basis and will be made available for Your and its Authorised Users to connect to via the internet in accordance with these terms and the Acceptable Use Policy. A Subscription does not give You any right to a copy of the underlying software to install on its own systems or servers.

The Services are supported by an authentication layer so that only Authorised Users can access the relevant aspect of the Services.

To get the most out of the Services, Authorised Users will need to access it via a Compatible Browser. The Services may be accessible via other web browsers, or via earlier versions or differently configured versions of the Compatible Browsers, but in these cases, functionality may be limited or adversely affected. Correla gives no warranty as to the accessibility or functionality of any Services when it is being accessed other than via a Compatible Browser.

Modifications

Correla may from time to time make changes to the Service, including to improve its functionality or usability, add new features, remove features it considers to be obsolete, fix errors or address Feedback. Correla shall endeavour to minimise any disruption caused as a result of the implementation of such changes. Correla shall inform You of such modifications within a reasonable period in advance.

It may be necessary from time to time for Correla to disable part or all of the Services for maintenance purposes. Correla shall, when possible, inform You of such maintenance within a reasonable period in advance.

Suspension of the Services

Correla shall be entitled to suspend access to all or part of the Service for any or all Authorised Users without liability to You immediately (or to take such action as it may in its discretion think appropriate) if it reasonably believes:

1. not doing so may prejudice the security, integrity or operability of the Services or part of it, cause harm to another client or other third party or give rise to a claim against Correla; and/or
2. You or any of its Authorised Users have transmitted, uploaded or downloaded any content which contravenes the restrictions set out in the Acceptable Use Policy,

and promptly following such suspension Correla shall notify You of the suspension, the reason for the suspension and what steps You can take to bring the suspension to an end.

Your data

You acknowledge and agree that Correla is entitled to access, process and use Your Data for the purposes of providing the Services.

You will collect and maintain all Personal Data contained in Your Data in compliance with applicable Data Protection Laws.

Correla may also process Your Data for product development purposes (i.e., general product research and development, including creating new products, services, or components not specific to a given service or customer) provided the output of such processing does not identify You, the Authorised Users, natural persons, or otherwise reveal Your Confidential Information. Any result, output or derivative of product development or product development shall be treated as Correla Materials. For the avoidance of doubt, You shall retain all ownership rights in Your Data.

You warrant that use of Your Data by Correla to provide the Services will not infringe any Intellectual Property Rights belonging to a third party. You will defend Correla against claims brought against Correla by any third party relating to Your Data. You will indemnify and keep indemnified Correla against any and all damages finally awarded against Correla and any reasonable legal costs incurred by Correla with respect to these claims.

If any third party makes a claim, or notifies an intention to make a claim, against the Indemnifying Party (being You under clause 4.3 and Correla under clause 9.2) which may reasonably be considered likely to give rise to a liability under the indemnities in clauses 4.3 or clause 9.2 (a "Claim"), the Indemnified Party (being Correla under clause 4.3 and You under clause 9.2) shall:

1. as soon as reasonably practicable, give written notice of the Claim to the Indemnifying Party, specifying the nature of the Claim in reasonable detail;
2. if requested by the Indemnifying Party, give conduct of the defence of any Claim to the Indemnifying Party;
3. co-operate fully, at the Indemnifying Party’s expense, with the Indemnifying Party and its legal representatives in the investigation and defence of any Claim; and
4. not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Support

Correla may, as part of the Service, provide You with our standard customer support services (i) during our standard business hours, and (ii) in accordance with our support pages, both as notified on Correla’s website and as updated from time to time. Correla may amend the support services in its sole and absolute discretion from time to time.

Authorised users

A separate user account must be registered and created for every individual Authorised User. Your highest level Authorised Users may be given administration rights to create and close Authorised User accounts for its Authorised Users. If this is the case, it shall be Your responsibility to create and close such accounts.

You must keep any and all access credentials for the Services confidential and secure and in no circumstances shall You permit any party other than an Authorised User to access the Services using Your Subscription.

You shall be fully responsible for any acts or omissions of any Authorised User or any other party accessing the Services using any Authorised User’s access credentials (whether or not with Your permission), as if such acts or omissions were Your acts or omissions.

You shall ensure that all Authorised Users are aware of and abide by the Acceptable Use Policy and all applicable terms in respect of use of the Services.

You shall immediately notify Correla if You believe or suspect either that You or any Authorised Users may have breached these terms, that an Authorised User (or other person using an Authorised User’s access credentials) may have failed to comply with the Acceptable Use Policy or that any Authorised User’s access credentials may have been compromised.

Warranties

Correla warrants that the functionality of the Service will substantively conform to the Services Description and that it will provide the Service with the degree of skill and care reasonably expected from a skilled supplier of services substantially similar to the nature and complexity of the Services.

Except as expressly provided in the Agreement, the Service is provided "as is” and “as available” and Correla expressly disclaims all warranties, whether express, implied or statutory, including but not limited to the warranty of merchantability, fitness for a particular purpose, title, quality, accuracy and noninfringement of third-party rights. Without limiting the foregoing, Correla makes no warranty that the Services will be error-free, complete, free from interruption or failure, or absolutely secure from unauthorised access or viruses.

Your sole and exclusive remedies and Correla’s entire liability for breach of the warranty under clause 7.1 will be correction of the deficient Service.

The warranties in clause 7.1 will not apply if:

1. the Service is not used in accordance with the Agreement or Service Description;
2. any non-conformity is caused by You or by any product or service not provided by Correla; or
3. the Service was provided for no fee.

If the Service provides professional information, such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

Intellectual property rights

Except for any rights expressly granted to You under the Agreement, Correla or their licensors own all Intellectual Property Rights in and any derivative works (including improvements or developments) of:

1. the Services;
2. the Correla Materials; and
3. the Service Description.

You shall execute such documentation and take such other steps as are necessary to secure Correla’s title over such rights. Where applicable You shall be entitled to use such parts of the Service in accordance with its Subscription.

Except for any rights expressly granted to You under the Agreement, You shall not:

1. copy, translate, disassemble, decompile, make derivative works, reverse engineer or be permitted to modify any Service or any Correla Materials (or attempt any of the foregoing);
2. enter, store or transfer any content or data on or via any Service that is unlawful or infringes any Intellectual Property Rights;
3. circumvent or endanger the operation or security of any Service; or
4. remove Correla’s or its licensors’ copyright and authorship notice.

Correla warrants that the Your use of the Service and the Services Description in accordance with these terms will not infringe any Intellectual Property Rights subsisting in the UK belonging to a third party.

Without prejudice to clause 8.4, where Correla becomes aware of any claim or potential claim that the Services and/or the Services Description infringes any Intellectual Property Rights of any third party, Correla may at its option:

1. suspend access to the Services (or the affected part), withdraw the Services Description (or the affected part); or
2. modify the Services and/or the Service Description (as appropriate) to remedy the infringement; and
3. may terminate Your Subscription.

Where access to the Services is suspended or withdrawn pursuant to clause 8.5 Correla shall make a pro rata refund to You calculated based on the proportion of the Services not received and, the period over which it was not received.

Third party claims

Correla will defend You against claims brought against You by any third party alleging that Your use of the Services in accordance with the Agreement infringes such third party’s Intellectual Property Rights.

Correla will indemnify You against all damages finally awarded against You with respect to these claims, subject to clause 4.5.

Correla’s obligation under clause 9.2 will not apply if the alleged claim results from:

1. use of the Service in conjunction with any other software, services or any product not provided by Correla to You or where Correla has been directed/instructed by You to use and/or to integrate with such other software or services;
2. use of the Service where You have failed to pay the Subscription Fees in accordance with the Agreement;
3. Your failure to timely notify Correla in writing of any such claim if Correla is prejudiced by Your failure to provide or delay in providing such notice;
4. anything that You provide to Correla including configurations, instructions or specifications in relation to Services; or
5. any use of the Services not permitted under the Agreement.

If a third party makes a claim under clause 9.1 or in Correla’s reasonable opinion is likely to make such a claim, Correla may, at its sole option and expense:

1. procure for You the right to continue using the Service under the terms of the Agreement; or
2. replace or modify the Service to be non-infringing without material decrease in functionality.

If these options are not reasonably available, Correla or You may terminate the affected Service upon written notice to the other.

Correla expressly reserves the right to cease such defence of any claim(s) in the event the Service is no longer alleged to infringe or misappropriate the third party’s rights.

You will reasonably cooperate with Correla in the defence of such claim.

The provisions in this clause 9 state the sole, exclusive and entire liability of Correla and its subcontractors and is Your sole remedy, with respect to covered third party claims and to the infringement and misappropriation of third-party Intellectual Property Rights.

Fees

The Fees shall be calculated as set out in the Order Page. You acknowledge and agree that, based on Your Order, You may be charged either:

1. a Subscription Fee;
2. a Project Fee;
3. an Authorised User Fee; or
4. a combination of a Subscription Fee, Project Fee and/or an Authorised User Fee.

If Your Order is for a Subscription, the Subscription Fee shall be invoiced monthly in advance. Until the first payment of the Subscription Fee has been paid, You will not have access to the Service.

If Your Order is for a Project, the Project Fee shall be invoiced in advance. Until the payment of the Project Fee has been paid, You will not have access to the Service and/or Project.

You may, from time to time during any Subscription Term, purchase a paid Subscription, additional Authorised Users and or additional Project in excess of the number set out in Your Order, and Correla shall grant access to the Service and/or Project to the relevant Authorised Users in accordance with these terms.

All Fees are stated exclusive of VAT which is payable in addition at the prevailing rate.

You authorise us to charge your Authorised Payment Method for all Fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

An Authorised Payment Method might be required to process the payment for your Subscription. You shall provide Correla or its payment provider with accurate and complete billing information. By submitting such billing information, You automatically authorise Correla or its payment provider to charge all Fees incurred through your account to any such payment instruments. Should automatic billing fail to occur for any reason, Correla or its payment provider will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

If You do not pay any Fees or applicable taxes in accordance with the terms of the Agreement then, in addition to any other available remedies, Correla may suspend Your use of the Service until payment is made.

Any Fees (and applicable taxes) not paid when due shall accrue interest at a rate of two percent (2%) per annum above the base lending rate of HSBC PLC (and the overall interest rate shall never be lower than 2% per annum) from the due date until the date of payment (interest accruing on a daily basis and being compounded monthly).

Upon renewal, we may increase your Subscription Fees and/or Project Fees up to our then-current list price. If this increase applies to You, we will notify You at least thirty (30) days in advance of your renewal and the increased Fees will apply at the start of the next renewal term. If You do not agree to this increase, either party can choose to terminate the Subscription at the end of Your then current term by giving notice through Your account.

All amounts due to Correla shall be paid in full without any set-off, counterclaim, deduction or withholding.

If You do not comply with Your obligations and as a result, Correla is unable to provide the Service, Correla shall not be in breach of its obligations under this Agreement and You shall remain liable for the Fees.

Term and termination

The term of the Agreement is specified on the applicable Order unless otherwise terminated earlier by either party in accordance with this clause 11.

At the end of each Subscription Term this Agreement automatically continues for a further period of the same duration as the previous one (“Renewal Term”), provided You continue to pay the relevant Fees, if applicable, in accordance with this Agreement.

A party may by written notice to the other party suspend or terminate the Agreement with immediate effect if the other party:

1. is in material breach where the breach is incapable of remedy;
2. is in material breach where the breach is capable of remedy and fails to remedy that breach within thirty (30) days after receiving written notice of such breach;
3. suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
4. goes into administration, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business or any analogous event.

A ‘material breach’ shall include but not be limited to:

1. any failure by You or an Authorised User to adhere to the Acceptable Use Policy; and/or
2. misuse by You or any Authorised User of any Intellectual Property Rights owned or licensed by Correla; and/or
3. Your failure to pay any money due hereunder within thirty (30) days of the payment due date.

Without prejudice to any other remedy it may have, if Correla has grounds to terminate the Agreement, Correla may, in its absolute discretion, by written notice to You suspend the Services with immediate effect.

In the event of termination of the Agreement for any reason:

1. except where expressly stated to the contrary in these terms, any Fees already paid shall be non-refundable;
2. any amounts invoiced under the terminated agreement as at the date of termination shall become immediately due and payable;
3. 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;
4. Your and all Authorised Users’ access to the Services shall be withdrawn by Correla and You shall not make any further attempt to access the Services after termination; and
5. You shall be responsible for informing the Authorised Users of the termination of the Subscription.

Termination of one Agreement in accordance with this clause 11 will not result in the termination of any other Agreement subject to these terms.

Termination shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 1, 8, 9, 11, 12, 13, 14 and 16 or the continuation of any other agreements.

Confidentiality

We both undertake that we shall not at any time during the Subscription Term, and for a period of two years after termination or expiry of this Agreement, disclose to any person any Confidential Information except as permitted by clause 12.2.

We may disclose the other party's Confidential Information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 12; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither of us may use any of the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

Data protection

Each party agrees that, in the performance of its respective obligations under the Agreement, it shall comply with the provisions of Data Protection Laws.

The terms of the data processing agreement (“DPA”) (as set out in Schedule 2) are hereby incorporated by reference and will apply to the extent any of Your Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Service provided to you under this Agreement. Correla will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our Security Measures in Annex B of the DPA.

Nothing in this clause 13 or otherwise in the Agreement relieves either party of its own direct responsibilities and liabilities under Data Protection Laws.

Liability

The express terms set out in this document are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

To the extent permitted by law, in no event will either party or its affiliates be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data or business opportunities arising out of or related to this Agreement, whether for breach of contract (including indemnities), strict liability, in tort (including negligence), misrepresentation or otherwise; save that this limitation will not apply to you in relation to Your use of the Free Services.

Correla shall not be liable for any delay in or failure to comply with its obligations to the extent that it results from Your actions or omissions.

Nothing in these terms shall limit or exclude a party’s liability for death or personal injury caused by its negligence, for its fraud or fraudulent misrepresentation and/or for any other loss or damage the exclusion or limitation of which is prohibited by applicable law.

Save for:

1. Your liability to pay the Fees and any of Your indemnity obligations; and
2. The exceptions set out in clauses 14.2 and 14.4,

the parties agree that the aggregate liability of each party will be limited to a sum equal to 125% of the total amounts paid or payable for the Service in the twelve month period preceding the event giving rise to a claim; provided, however, this limitation will not apply to You if You only use the Free Services.

Force majeure

Any delay in performance caused by a Force Majeure Event (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the Force Majeure Event.

Trial and beta services

Where You are provided a Service for trial purposes, access to the Trial Subscription will be terminated upon expiration of the relevant Subscription Term for the Trial Subscription (“Trial Subscription Term”), unless You enter into a Subscription for Services on a non-trial basis prior to expiration, or the trial is earlier terminated as provided below. Notwithstanding any provision to the contrary herein, in respect of the Trial Subscription You acknowledge and agree that: (i) Correla has no obligation to retain Your Data related to the Trial Subscription after termination or expiration of the Trial Subscription Term; (ii) either party may terminate the Trial Subscription Term immediately and without liability upon written notice to the other party; (iii) any service levels and support do not apply to the Free Services; (iv) the Free Services are provided “as is” and “as available”; and (v) notwithstanding anything included in this Agreement to the contrary, Correla shall have no indemnification obligations nor any liability of any type with respect to the Free Services.

Where You are provided a Service for development and evaluation purposes, access to the Beta Service, shall be governed in accordance with Correla’s Beta Terms and Conditions (“Beta Terms”), which are incorporated by reference solely with respect to Your use and access of the Beta Services. In the event of any contradiction between these terms and the Beta Terms regarding Your use of the Beta Services, the Beta Terms shall prevail.

If you do enter your billing information when signing up for Free Services, you will not be charged until the Free Services has expired. On the last day of the relevant Free Services term, unless You cancel your Subscription, you will be automatically charged the applicable Fees for the type of Service You have selected.

Notices

Legal notices relating to this Agreement may be provided by email to the receiving party with read receipt enabled. If (i) no confirmation of receipt is received for such notice, or (ii) the notice concerns the commencement of legal proceedings, notice must be sent to the receiving party in writing at the address provided or at the registered address of the receiving party and sent by major commercial delivery courier service or mailed in a manner that requires signature by the recipient.

General

Entire agreement. These terms, the Order, Acceptable Use Policy, DPA and Service Description is the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, written or oral, relating to its subject matter. Each party acknowledges and accepts that, in entering into an agreement subject to these terms it has not relied upon any representation, undertaking or promise except as set out in these terms.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

No waiver. A waiver of any breach or obligation of the Agreement is not deemed a waiver of any other breach or obligation.

Severability. The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to an agreement shall not in any way affect the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.

You may not assign, transfer, sub-contract, delegate or otherwise part with the Agreement or any right or obligation under it without Correla’s prior written consent (such consent not to be unreasonably withheld or delayed).

Third Party Rights. Nothing in these terms shall confer any rights upon any person who is not a party to the Agreement to be able to enforce the Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Subcontracting. Correla may use subcontractors to provide all or part of the applicable Service under the Agreement. Correla is responsible for breaches of the Agreement caused by its subcontractors in relation to the Services.

Governing Law and Jurisdiction. Any Agreement entered into pursuant to these Terms and Conditions (including any associated non-contractual disputes or claims) is governed by English law and the parties hereby agree to the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with the Agreement.