Subscription Services Agreement

1. Definitions

   1. In the Agreement:

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

"Agreement" means the agreement (incorporating the terms and conditions set out here, one or more Orders, the Acceptable Use Policy, the DPA, the Fair Use Policy, the Hardware Terms and Conditions, the SLA, the Service Specific Terms and the Technical Prerequisites) as it may be varied from time to time in accordance with its terms;

"AI Services" means artificial intelligence-based services provided by Natterbox as part of the Natterbox Services, which may include: (a) virtual agents powered by artificial intelligence technology provided as part of the Natterbox Services that can interact with Users, handle inquiries, or perform automated tasks on behalf of the Client; (b) artificial intelligence-powered tools provided as part of the Natterbox Services that assist Users with tasks, provide recommendations, generate content, or enhance productivity; and (c) other artificial intelligence-powered features or functionalities;

"Business Day" means (a) if the Client is incorporated in the USA, then with respect to any time period within the Client must take action under the Agreement and with respect to any period of notice given by Natterbox to the Client, any weekday other than a federal holiday in the USA; and (b) otherwise, any weekday other than a bank or public holiday in the UK;

"Charges" means the one-off charges, recurring charges and Variable Charges payable by the Client to Natterbox that are specified in an Order, and such other charges as may be specified in the Agreement or agreed by the parties in writing from time to time;

"Client" means the client for the Services identified in the Order(s) and any Statement(s) of Work;

"Client Advisories" means advisory documents issued by Natterbox to its clients generally and relating to the Services;

"Client Confidential Information" means: (a) any information disclosed by or on behalf of the Client to Natterbox during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential" or should have been understood by Natterbox (acting reasonably) to be confidential; and (b) the Client Data;

"Client Data" means data that originates from the Client, or from a direct or indirect customer of the Client, and that the Client transmits, processes or stores by means of the Natterbox Services, or provides to Natterbox to be transmitted, processed or stored by Natterbox in connection with the performance of the Services, including all data extracted from the Salesforce Org, all User account data, and all call recording data; however, Natterbox Data shall not be considered Client Data in any circumstances;

"Client's Service Provider" means a services provider engaged by the Client whose services are used in connection with the Natterbox Services, which may include providers of telephone numbers and carriers for outbound calls;

"Confidential Information" means Natterbox Confidential Information and/or the Client Confidential Information (as the case may be);

"Contract Start Date" means the date when the Natterbox Services are first provisioned and available for Natterbox and/or the Client to begin configuration and/or use;

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);

"Data Protection Laws" has the meaning given to it in the DPA;

"Effective Date" has the meaning given to it in Clause 2.1;

"Expenses" means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by Natterbox in connection with, the performance of Natterbox's obligations under the Agreement;

"Initial Term" has the meaning given to it in Clause 2.1;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models and rights in designs);

"Modification” means a modification, enhancement, adaptation, improvement, change, or customisation of or to the Natterbox System and/or the Natterbox Services made by or on behalf of Natterbox (and "Modify" / "Modified" shall be construed accordingly);

"Natterbox" means Natterbox Limited, a company incorporated in England and Wales (registration number 06968249) having its registered office at 3rd Floor, 12 Gough Square, London, EC4A 3DW, UK;

"Natterbox Confidential Information" means: (a) any information disclosed by or on behalf of Natterbox to the Client during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential" or should have been understood by the Client (acting reasonably) to be confidential; and (b) the financial terms of the Agreement;

"Natterbox Data" means: (a) data produced and provided by Natterbox as part of or in relation to the Services where such data are not directly supplied or provided by the Client, including billing data, debug data, consolidated call logs, call meta-data, call analytics, aggregated and anonymised call insights, usage data and data insights; (b) user responses and feedback concerning the Services;

"Natterbox Services" means those software-based cloud services and network access services provided or to be provided by Natterbox to the Client, as identified in an Order, which may include call handling and recording services, call analytics and insights, messaging services, video services, mobile services, VoIP (voice over Internet Protocol) services, public switched telephone network services and Salesforce Org integration services, including any and all Modifications thereto;

"Natterbox System" means the system managed by Natterbox and used by Natterbox to provide the Natterbox Services, including any and all Modifications thereto;

"Order" means an order for Natterbox Services, Support Services and/or hardware agreed by the parties in writing;

"Personal Data" means personal data under any of the Data Protection Laws;

"Professional Services" means the business analysis, project management, configuration, deployment, training, installation and other professional services provided or to be provided by Natterbox to the Client, as specified in an Order;

"Rate Card" means Natterbox's standard rate card for the Professional Services;

"Renewal Term" has the meaning given to it in Clause 2.2 or Clause 2.3 (as applicable);

"Salesforce Org" means the Client's deployment of the Salesforce customer relationship management system, which the parties propose to integrate or have integrated with the Natterbox Services under the Agreement;

"Services" means any services that Natterbox provides to the Client, or has an obligation to provide to the Client, under the Agreement;

"SoW" means a written scope of work or statement of work document relating to the provision of Professional Services that has been issued by Natterbox to the Client;

"Support Services" means: (a) answering specific queries and other specific assistance with the use and configuration of the Natterbox Services; and (b) logging, investigating and where appropriate resolving issues with the Natterbox Services reported by the Client to Natterbox in accordance with the Agreement; and (c) such other support services as Natterbox may from time to time provide to the Client relating to the Natterbox Services;

"Telecommunications Rules" means all applicable laws, regulations, codes of practice, licences, guidance and other requirements of any relevant government or governmental agency, including the Communications Act 2003, the Wireless Telegraphy Act 2006, and the Telecommunications Consumer Protections Code;

"Telecommunications Service Provider" means any communications service provider that provides telephone and similar services, including incumbent local exchange carriers, competitive local exchange carriers and mobile wireless communication companies;

"Term" means the term of the Agreement;

"Territory" means the country or countries in which the Services are provided;

"Trade Marks" mean a party's registered and unregistered trade marks, trade names, service marks and logos;

"Underlying Network" means wholesale network services supplied to Natterbox operated by Telecommunications Service Providers;

"User" means an individual who uses the Natterbox System and is authorised and/or enabled by the Client to use the Natterbox Services; and

"Variable Charges" means charges for calls, data, SMS, storage, porting and similar Services elements that: (a) relate to the Services specified in the Order; (b) only apply if the Client or a User makes use of those Services elements and/or are calculated by reference to the amount of use of the those Services element.

2. References in the Agreement to the Acceptable Use Policy, the Data Processing Agreement (DPA), the Fair Use Policy, the Service Specific Terms, the Service Level Agreement (SLA), Supported Hardware and the Technical Prerequisites are to the following documents:

3. Australia-specific additional terms and conditions can be found at:

2. Term, Orders and SoWs

   1. Initial Term. The Agreement shall come into force upon the execution of the initial Order (the "Effective Date") and shall continue in force until the end date specified in the initial Order (the "Initial Term"). 

   2. Automatic renewal. Subject to Clause 2.3, at the end of the Initial Term, the Agreement shall automatically renew for a further period of equal length to the Initial Term (or of such length as the parties agree in writing) (a "Renewal Term"); and at the end of each Renewal Term, the Agreement shall automatically renew for a further Renewal Term. Either party may terminate the Agreement, such termination to be effective at the end of the Initial Term or at the end of any Renewal Term, by giving to the other party at least 90 days' prior written notice of termination.

   3. Renewal by agreement. If the initial Order provides that the Agreement shall not automatically renew, then this Clause 2.3 shall apply in place of Clause 2.2. Where this Clause 2.3 applies, then at any time before the end of the Initial Term, the parties may agree in writing that the Agreement shall renew for a further period of equal length to the Initial Term (or of such length as the parties agree in writing) (a "Renewal Term"); and at the end of each Renewal Term, the parties may agree in writing that the Agreement shall renew for a further Renewal Term. If the parties do not agree to renew the Agreement in accordance with this Clause 2.3 before the end of the Initial Term or a Renewal Term, the Agreement will automatically terminate at the end of the Initial Term or Renewal Term (as the case may be).  

   4. Orders. From time to time during the Term, the parties may agree to additional Orders. Each Order shall come into force on the date specified therein, or if no date is specified therein then upon the date of its execution and shall continue in force until the earlier of: (a) the termination of the Agreement; and (b) the termination of the relevant Order in accordance with its own express provisions.

   5. SoWs. From time to time, Natterbox may issue SoWs to the Client containing information about Professional Services to be provided to the Client. SoWs shall not form part of the Agreement and, save as expressly provided in the Agreement, the provisions of SoWs shall not be legally enforceable.

3. Natterbox Services

   1. Contract Start Date. Natterbox shall, subject to the applicable Order and the other provisions of the Agreement: (a) on or before the Contract Start Date, provide to the Client the credentials necessary for the Client to access and configure the Natterbox System; and (b) from the Contract Start Date until the end of the Term, make the Natterbox System available to the Client and provide the Natterbox Services to the Client.

   2. Licence. Natterbox hereby grants to the Client, from the Contract Start Date until the end of the Term, a non-exclusive, non-sublicensable and non-transferable licence to use the Natterbox Services in the Territory for the internal business purposes of the Client and any Client Affiliate within the call limits, User limits and other limits specified in the Agreement and in accordance with: (a) the Telecommunications Rules, the Client Advisories, the Acceptable Use Policy, the other provisions of the Agreement; and (b) the reasonable written instructions of Natterbox from time to time.

   3. Licence limitations. The licence granted by Natterbox to the Client under Clause 3.2 is subject to the following limitations: (a) all Users must be officers, employees or agents of the Client, an Affiliate of the Client, or a subcontractor, supplier or business partner of the Client; (b) the Client must not exceed the User limit agreed by the parties in writing (without prejudice to the right of Natterbox to implement technical measures preventing the Client from exceeding the User limit); and the Client acknowledges that the User limit may not be decreased except by the written agreement of the parties and from the start of a Renewal Term, and that any increases in the User limit agreed by the parties shall be subject to Charges calculated on a pro-rata basis; (c) each User must use the Natterbox Services by means of the User's own account, providing that the Client may change, add or remove a designated named User by means of the management portal; and (d) the application programming interface for the Natterbox Services defined by Natterbox and made available by Natterbox to the Client may only be used in accordance with the reasonable written instructions of Natterbox from time to time.

   4. Licence prohibitions. Except to the extent expressly permitted in the Agreement or required by law on a non-excludable basis, the licence granted by Natterbox to the Client under Clause 3.2 is subject to the following prohibitions: (a) the Client must not sell, resell, lease, licence, sublicense, rent, distribute, disclose or encumber the Natterbox System or Natterbox Services or its rights with respect to them; (b) the Client must not permit any unauthorised person or application to access or use the Natterbox System or Natterbox Services; (c) the Client must not make any unauthorised alterations or changes to the Natterbox System or Natterbox Services; (d) the Client must not make any derivative works from or unauthorised copies of any element of the Natterbox System or Natterbox Services; (e) the Client must not decompile, disassemble, reverse engineer or otherwise attempt to decrypt, discover or use the source code for the Natterbox System or Natterbox Services; (f) the Client must not conduct or request that any other person conduct any monitoring, benchmarking, performance testing, load testing, penetration testing or security testing on the Natterbox System or Natterbox Services without the prior written consent of Natterbox; and (g) the Client must not use the Natterbox System or Natterbox Services for the purpose of creating, training, testing, validating or improving any artificial intelligence or machine learning model, software or system.

   5. Users. The Client must ensure that all Users use the Natterbox System and Natterbox Services in accordance with the provisions of Clauses 3.2 to 3.4. 

   6. Security measures. Each party shall implement and maintain reasonable security measures relating to the access credentials for the Natterbox Services to ensure that no unauthorised person or application may gain access.

   7. Client's Service Providers. Natterbox gives no guarantees, warranties or representations in respect of the services of any Client's Service Provider; and Natterbox shall not be liable to the Client in respect of any loss or damage that may be caused by any Client's Service Provider or the services of any Client's Service Provider.

   8. Suspension of Natterbox Services. Without prejudice to Natterbox's other rights and remedies, including its rights under Clause 8.11, Natterbox may at its discretion suspend Client's access to the Natterbox Services in whole or part at any time: (a) if the Client breaches the Agreement and fails to remedy the breach within 14 days of receiving notice from Natterbox to remedy it; (b) if required to do so by law or as a result of a request or order from a governmental body or any other competent body or authority; (c) for scheduled maintenance in accordance with the SLA; (d) if Natterbox has good reason to suspect fraudulent activity or misuse of the Natterbox Services by the Client or a User; (e) during any technical failure of any Underlying Network; (f) in order to carry out or enable the carrying out of critical maintenance on, or testing of, the Underlying Network and/or the Natterbox System; (g) when necessary to safeguard the security and integrity of the Underlying Network, the Natterbox System and/or any AI Services; or (h) due to urgent measures taken by Natterbox to mitigate impediments to the Natterbox Services.

   9. Intellectual Property Rights in the Natterbox System. All Intellectual Property Rights in the Natterbox System and Natterbox Services belong to Natterbox and its licensors. Except as specified in the Agreement, the Client does not acquire any rights, express or implied, in the Natterbox System or Natterbox Services. The Client acknowledges that it has no right to receive a copy of the object code, source code or content used to provide the Natterbox Services.

   10. Availability. Natterbox shall use reasonable endeavours to ensure that the Natterbox Services are available to the Client but does not guarantee 100% availability.

   11. Natterbox Data. Natterbox shall as between the parties be the owner of all Intellectual Property Rights in the Natterbox Data, and Natterbox may use the Natterbox Data: (a) for the purposes of the Agreement; and (b) for any other purpose providing it is in an aggregated and anonymised form.

   12. AI Services. The Client acknowledges and agrees that: (a) AI Services use evolving technologies that may produce outputs that are unpredictable, inaccurate, offensive, or otherwise unsatisfactory; (b) the Client is solely responsible for reviewing, testing, and approving any output or recommendation generated, or action taken, by the AI Services before implementation or use; (c) the Client is solely responsible for complying with all applicable laws and regulations related to its use of AI technologies, including Data Protection Laws, consumer protection laws, and disclosure requirements regarding the use of automated systems; (d) the Client shall implement appropriate safeguards and oversight mechanisms when deploying AI Services, particularly when such services interact directly with the Client's customers; (e) the Client shall notify Natterbox of any observed malfunction, inaccuracy, or unintended behaviour of the AI Services; (f) Natterbox will periodically modify, update, or enhance the AI Services or models to improve performance, add capabilities, or address security concerns; (g) Natterbox must not without the Client's prior consent use the Client Data, or authorise or enable any third party to use the Client Data, to train, reinforce, tune, enhance, test or validate any AI model; for the avoidance of doubt, Natterbox may use the Natterbox Data for these purposes, provided such use complies with Natterbox’s confidentiality obligations and the Data Protection Laws; (h) AI Services may use or be dependent upon third party AI models, systems and services, and the providers of those AI models, systems and services may require that Natterbox impose additional terms and conditions upon the Client, before the Client may make use of those AI Services; and the Client's use of these AI Services shall be subject to such terms and conditions; (i) the Client's rights to use outputs may depend upon the AI Services in question, and the Client shall abide by any restrictions on such use that are notified by Natterbox to the Client from time to time; (j) the use of AI Services is subject to fair use limitations defined in the Fair Usage Policy, and that Natterbox shall endeavour to provide notification to the Client when AI Services usage reaches at least 80% of the monthly fair use limit.

4. Professional Services

   1. Provision of Professional Services. Any Professional Services shall be provided subject to the Service Specific Terms and the Technical Prerequisites.

   2. Professional Services timetable. Natterbox shall use reasonable endeavours to comply with any timetable for the provision of Professional Services set out in an SoW, providing that if the Client fails to fulfil its obligations and responsibilities specified in the Agreement or in the SoW, then the timetable for the provision of the Professional Services may be adjusted by Natterbox, acting reasonably, upon written notice to the Client.

   3. Client approvals. During the course of the provision of the Professional Services, Natterbox may request that the Client approves design documents, test results and/or go live procedures. The Client must not unreasonably withhold or delay any such approval.

   4. Supplemental Charges. The Client acknowledges that supplemental Charges, calculated in accordance with the Rate Card, may be payable with respect to the Professional Services in the following circumstances: (a) if the Client requests that Natterbox investigate and/or resolve issues with the Natterbox Services which are found to be caused in whole or part by the Client's network configuration not complying with the Client Advisories or any reasonable instructions given by Natterbox to the Client; (b) any installation or configuration to a Salesforce sandbox (including any refreshes); (c) the Client requests and Natterbox provides any other Professional Services that are not within the express scope of an Order.

5. Support Services

   1. Natterbox shall provide the Support Services to the Client during the Term in accordance with the applicable Order and the SLA.

6. Hardware

   1. If Natterbox agrees in an Order to provide hardware to the Client, such supply shall be in accordance with the Supported Hardware document.

7. Client Obligations and Client Data

   1. Client assistance. The Client must provide to Natterbox, or procure for Natterbox, such: (a) assistance, cooperation, support, advice, information and documentation; and (b) access to personnel, suppliers, premises, facilities, networks, computers, software, equipment and the Salesforce Org – in each case as requested by Natterbox and reasonably necessary to enable Natterbox to perform its obligations under the Agreement. Without prejudice to the generality of the foregoing, the Client must provide to Natterbox the permissions and authorisations necessary to enable Natterbox to install to the Salesforce Org and must ensure that Client's representative(s) attend user and administration training provided by Natterbox.

   2. Configuration of Natterbox Services. Save to the extent that the parties have expressly agreed otherwise in an Order or SoW, the Client shall be responsible for the configuration of the Natterbox Services, including scheduling and making changes to that configuration as necessary following Modifications.

   3. Licence to use Client Data. The Client hereby grants to Natterbox a non-exclusive licence to copy, reproduce, store, distribute, export, adapt, edit and otherwise use the Client Data to the extent reasonably required for the provision of the Services, the performance of the other obligations of Natterbox under the Agreement and the exercise of the rights of Natterbox under the Agreement, together with the right to sub-license these rights (including those rights with respect to AI technologies detailed in Clause 3.12).

   4. Client Data warranties. The Client warrants to Natterbox that the Client Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation.

   5. Client responsibilities. The Client is responsible for: (a) exercising independent judgement in its use of the Natterbox System and Natterbox Services, and the Client shall be solely responsible for such independent judgement; (b) the accuracy, legality and quality of the Client Data; (c) the computer servers, workstations, routers, modems and other computer, networking and communications equipment used by the Client to access the Natterbox System and Natterbox Services; (d) ensuring that any software acquired by the Client that may be required for the use of the Natterbox Services is used by the Client in accordance with the applicable licence terms; (e) using the Natterbox System and Natterbox Services in accordance with Telecommunications Rules and other applicable laws and regulations; and (f) the selection and performance of any third parties engaged by the Client in connection with the Services.

   6. Intellectual Property Rights in Client Data. All Intellectual Property Rights in the Client Data belong to the Client and its licensors. Except as specified in the Agreement, Natterbox does not acquire any rights, express or implied, in the Client Data.

8. Charges and Payments

   1. Obligation to pay. The Client shall pay all Charges and Expenses in accordance with this Clause 8. 

   2. Charges for Natterbox Services. The Client acknowledges that Charges for the Natterbox Services include both recurring Charges and Variable Charges.

   3. Taxes. All amounts stated in or in relation to the Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, sales taxes or similar taxes, which will be added to those amounts and payable by the Client to Natterbox.

   4. Billing information. The Client shall: (a) provide Natterbox with a billing contact name, email address, business mailing address, and contact phone number for receipt of invoices and correspondence related to payment; (b) notify Natterbox in writing of any updates or changes to billing contact information no later than 5 Business Days from the date of the change; and (c) provide Natterbox with a Purchase order ("PO") ahead of Natterbox’s right to invoice where a PO is required by the Client. Invoices shall reference the PO. Should the Client not provide a PO (whether because a PO is not required or by omission), Natterbox will assume that no PO is required, and any invoice raised by Natterbox will be valid and payable by the Client.

   5. Start date for Charges. Charges for the Natterbox Services and Support Services shall be payable with respect to the provision of those Services from the Contract Start Date (whether or not the Client has engaged Natterbox to provide Professional Services for the purpose of configuring the Natterbox Services for the Client, and whether or not any such Professional Services have commenced or been completed). Accordingly, such Charges may be invoiced on the Contract Start Date, and at the start of each following billing period, in accordance with Clause 8.8.

   6. Charges variation. Natterbox may elect to vary the recurring Charges (excluding Variable Charges) from the start of any Renewal Term, but no variation under this Clause 8.6 shall result in the Charges increasing during the Term by a percentage exceeding 10% plus the percentage increase in RPI during the Term (where "RPI" means the Retail Prices Index (all items) published by the UK Office for National Statistics).

   7. Telecommunication call charges. Natterbox reserves the right to adjust the Charges with respect to a Service at any time to reflect any changes in amounts payable by Natterbox to third party services providers (including telecommunications and artificial intelligence services providers) that result in the ongoing provision of that Service not being commercially reasonable for Natterbox.  Natterbox must give to the Client at least 14 days' prior written notice of any adjustment under this Clause 8.7. If such notified adjustment (along with any previously notified adjustments under this Clause 8.7) would result in an increase in the Charges for that Service exceeding 15% in any 12 month period (excluding increases due to increases in usage and licence numbers), the Client may at any time during the period of 7 days following the giving of Natterbox's notice terminate the relevant Order upon 7 days' further written notice to Natterbox.

   8. Invoicing. Save to the extent that the applicable Order provides otherwise, Natterbox shall: (a) issue invoices for recurring Charges in advance of the period to which they relate, or promptly thereafter; (b)  issue invoices for Variable Charges monthly in arrears; and (c) issue invoices for other Charges at any time before or after the performance of the corresponding obligations of Natterbox under the Agreement.

   9. Delays in Services provision. Natterbox may delay the provision of any Services until Natterbox has received full payment of all amounts due under the initial invoice; and if an Order specifies that Charges shall be payable in advance, then Natterbox will have no obligation to perform its obligations under the relevant Order until the corresponding Charges have been paid by the Client to Natterbox in cleared funds. 

   10. Expenses reimbursement and authorisation. The Client shall reimburse Natterbox in respect of any Expenses, providing that Natterbox must obtain the prior written authorisation of the Client before incurring Expenses. Natterbox may issue invoices for Expenses at any time after the relevant Expenses have been incurred.

   11. Payment terms. The Client must pay the Charges and any Expenses to Natterbox within the period of 14 days following the issue of an invoice in accordance with this Clause 8.

   12. Payment method. The Client must pay all amounts due to Natterbox under the Agreement by bank transfer (using such payment details as are notified by Natterbox to the Client from time to time).

   13. Invoice disputes. The Client must notify Natterbox in writing (to finance@natterbox.com) of any dispute relating to an invoice within 7 days following receipt, failing which the Client shall be deemed to have waived any right to dispute the invoice. A dispute notice must specify the invoice number/date, the exact amount disputed and grounds for dispute and must include detailed supporting documentation as well as confirmation that the dispute is raised in good faith. The Client must pay any undisputed amounts in full and on time, must provide any additional information relating to the dispute requested by Natterbox within 7 days following the date of receipt of the request, and must use its best endeavours, in cooperation with Natterbox, promptly to resolve the dispute. Providing that the Client complies with this Clause 8.13, Natterbox shall not exercise its rights under Clause 8.14 with respect to any disputed amount during the period of 30 days following the date of the Client's notice of dispute.

   14. Late payments and interest. If the Client does not pay any amount properly due to Natterbox under the Agreement by the due date, Natterbox may, subject to Clause 8.13 but without incurring any liability to Client: (a) by written notice to the Client, rescind any special terms or discounts set out in any Order; (b) invoice the Client for all amounts due to be paid by the Client to Natterbox with respect to the committed period of the Agreement, such amounts to be paid by the Client within 7 days following receipt of the applicable invoice(s); (c) suspend any or all the Services during any period in which amounts are unpaid and for a period of up to 5 days following receipt of payments; (d) charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); and (e) engage a collection agency to recover the overdue amount, in which case the Client shall be responsible for all charges associated with collections on the Client's account.

9. Confidentiality

   1. Natterbox confidentiality obligations. Natterbox must: (a) keep the Client Confidential Information strictly confidential; (b) not disclose the Client Confidential Information to any person without the Client's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in the Agreement; and (c) use the same degree of care to protect the confidentiality of the Client Confidential Information as Natterbox uses to protect Natterbox's own confidential information of a similar nature, being at least a reasonable degree of care.

   2. Client confidentiality obligations. The Client must: (a) keep Natterbox Confidential Information strictly confidential; (b) not disclose Natterbox Confidential Information to any person without Natterbox's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in the Agreement; and (c) use the same degree of care to protect the confidentiality of Natterbox Confidential Information as the Client uses to protect the Client's own confidential information of a similar nature, being at least a reasonable degree of care.

   3. Permitted disclosures. Notwithstanding Clauses 9.1 and 9.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents, licensors, suppliers and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

   4. Exceptions to confidentiality obligations. No obligations are imposed by this Clause 9 with respect to a party's Confidential Information if that Confidential Information: (a) is known to the other party before disclosure under the Agreement and is not subject to any other obligation of confidentiality; (b) is or becomes publicly known through no act or default of the other party; or (c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

   5. Disclosures required by law. The restrictions in this Clause 9 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

   6. Confidentiality following termination. The preceding provisions of this Clause 9 shall continue in force indefinitely following the termination of the Agreement.

10. Data Protection

    1. Data Processing Agreement. The DPA shall apply with respect to Personal Data processed by Natterbox on behalf of the Client under the Agreement.

    2. Natterbox Data status. Natterbox shall act as a controller, not as a processor with respect to Personal Data included in Natterbox Data.

11. Publicity and Trade Marks

    1. Publicity. Subject to Clause 9, each party may publicly disclose the existence of the Agreement and accurately describe the parties' relationship under the Agreement. 

    2. Natterbox corporate Trade Mark. The Client may use Natterbox's primary corporate Trade Mark (as identified by Natterbox to Client) on its website to identify Natterbox as a solution provider; and Natterbox may use the Client's primary corporate Trade Mark (as identified by the Client to Natterbox) on its website and in its marketing materials to identify the Client as a customer.

    3. Other Trade Marks. Each party's use of the other's Trade Marks shall be subject to any commercially reasonable usage guidelines provided by the owner of the Trade Marks and to any pre-use review and approval requested by the owner of the Trade Marks.

    4. Withdrawal of rights. A licence under Clause 11.3 may be withdrawn at any time by notice in writing from the party that owns the Trade Marks and, following receipt of any such notice, the party using the relevant Trade Mark shall cease all use as soon as possible, and in any event within 5 Business Days following receipt of such written notice from the other Party.

12. Warranties

    1. Warranties of authority. Each party warrants to the other party that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.

    2. Natterbox warranties. Natterbox warrants to the Client that: (a) the Services will be provided with reasonable skill and care; (b) the Natterbox System and Natterbox Services shall conform in all material respects with the Client Advisories; (c) Natterbox will comply with all legal and regulatory requirements applying to the provision of the Services; (d) Natterbox has or has access to all necessary know-how, expertise and experience to provide the Services; and (e) the Professional Services and Support Services shall be provided by persons with appropriate training and experience.

    3. Warranty limitations. Except to the extent expressly set out in the Agreement: (a) Natterbox gives no warranties or representations, and has no responsibilities or liabilities, with respect to any third-party systems, software, hardware or equipment; (b) Natterbox does not warrant or represent that the Natterbox Services will be error-free or uninterrupted; and (c) Natterbox does not warrant or represent that any particular features or functionality will be added to the Natterbox Services.

    4. No implied warranties. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

13. Mutual indemnities

    1. Natterbox indemnity. Natterbox shall indemnify and shall keep indemnified the Client against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Client and arising directly or indirectly as a result of any infringement or alleged infringement of any person's Intellectual Property Rights by the Natterbox System.

    2. Client indemnity. The Client shall indemnify and shall keep indemnified Natterbox, its Telecommunications Service Providers and its other third-party services providers against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Natterbox, its Telecommunications Service Providers and its other third-party services providers arising directly or indirectly as a result of (a) any infringement or alleged infringement of any person's Intellectual Property Rights by the Client Data; or (b) any fraud or fraudulent use of the Natterbox Services by or on behalf of the Client, any Client Affiliate or any User.

14. Limitations and exclusions of liability

    1. Caveats to liability provisions. Nothing in the Agreement will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law.

    2. Scope of limitations. The limitations and exclusions of liability set out in the Agreement are subject to Clause 14.1 and govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.

    3. Force majeure. If an event (or a series of related events) gives rise to a failure or delay in either party performing any obligation under the Agreement, other than any obligation to make a payment, and the event is (or events are) outside the reasonable control of the party affected, that obligation will be suspended for the duration of the event (or events). Neither party shall be liable to the other party in respect of any losses arising out of such an event (or events).

    4. Natterbox liability exclusions. Natterbox shall not be liable to the Client in respect of: (a) any loss of use; (b) any loss of business, contracts or opportunities; (c) any loss of revenue, income profits or anticipated savings; (d) any loss or damage arising out of any default or failure of a Client's Service Provider, Telecommunications Service Provider or Underlying Network; (e) any loss or damage arising out of any inability to use the Natterbox Services to contact the emergency services; or (f) any loss or damage arising out of the accuracy of location information that Natterbox Services pass to the emergency services.

    5. Fraudulent use. Client will be liable for all fraudulent use of the Natterbox Services by or on behalf of the Client, any Client Affiliate or any User, or by any person using access credentials disclosed by the Client, any Client Affiliate or any User, independently from the fact of being aware of such fraudulent use or not.

    6. Consequential loss. Natterbox shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.

    7. No Liability for AI-Generated Content. Without prejudice to Natterbox's other rights and limitations of liability under the Agreement, Natterbox shall not be liable for: (a) the accuracy, completeness, or appropriateness of any content, recommendation, decision, action, or output generated by the AI Services; (b) any consequence resulting from Client's implementation of or reliance upon any content, recommendation, decision, action, or output generated by the AI Services; (c) any damage or loss arising from the Client's failure to review, test, or appropriately oversee the AI Services and their output; or (d) any unintended bias, discrimination, or unfair treatment that may result from the use of AI Services.

    8. Per event liability cap. The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of: (a) GBP 100,000; and (b) the total amount paid by the Client to Natterbox under the Agreement in the 12-month period preceding the commencement of the event or events. However, this Clause 14.8 shall not apply with respect to any liability of a party under the express indemnities in the Agreement.

    9. Aggregate liability cap. The aggregate liability of each party to the other party under the Agreement shall not exceed GBP 1,000,000.

15. Termination

    1. Termination upon breach. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if: (a) the other party commits any irremediable material breach of the Agreement; or (b) the other party commits a remediable material breach of the Agreement and fails to remedy that breach within the period of 30 days following the giving of a written notice to remedy to the other party.

    2. Termination upon non-payment. Natterbox may terminate the Agreement immediately by giving written notice to the Client if any amount due to be paid by the Client to Natterbox under the Agreement is unpaid.

    3. Termination upon insolvency. Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party is or becomes bankrupt or insolvent or unable to pay its debts as they fall due or enters into any bankruptcy or insolvency process or proceedings in any jurisdiction.

16. Effects of termination

    1. Surviving clauses. Upon the termination of the Agreement, all of the provisions of the Agreement shall cease to have effect, save that the following provisions of the Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): 1, 8.10 to 8.14, 9, 10, 13, 14, 16, 18 and 19.

    2. Accrued rights. Except to the extent expressly provided otherwise in the Agreement, the termination of the Agreement shall not affect the accrued rights of either party.

    3. Account deactivation and deletion. Natterbox may following termination of the Agreement deactivate the Client's account for the Natterbox Services. Following a period of 90 days after the termination of the Agreement, Natterbox may delete the Client's account from the live version of the Natterbox System. During this 90-day period and upon Client's written request, Natterbox will grant Client limited access to the Natterbox Services for 7 Business Days for the sole purpose of permitting Client to retrieve Client Data, provided that Client has paid in full all amounts owed to Natterbox.

    4. Liability for termination of access. Subject to Clause 14.1, Natterbox shall not be liable to Client nor to any third party for any termination of Client access to the Services or deletion of the Client Data, except with respect to a breach by Natterbox of Clause 16.3 and the DPA.

17. Notices

    1. Notices in writing. Any notice given under the Agreement must be in writing (whether or not described as "written notice" in the Agreement).

    2. Acknowledgement of email notices. A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.

    3. Addresses for notices. All notices given under the Agreement shall be sent to: (a) in the case of the Client, the address for notice set out in the most recent Order; and (b) in the case of notices to Natterbox, by email to legal@natterbox.com.

18. General

    1. Export laws. The Client acknowledges that the Natterbox Services may be subject to export laws and regulations. Each party represents that it is not named on any government-denied party list. The Client shall not access or use and shall not permit any Users to access or use the Natterbox Services in violation of any applicable export laws and regulations in the UK or any other jurisdiction.

    2. Assignment. Save to the extent expressly permitted by applicable law, neither party may assign, transfer or otherwise deal with its contractual rights and/or obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, providing that a party may assign the entirety of its rights and obligations under the Agreement to any Affiliate of that party or to any successor to all or a substantial part of the business of that party from time to time.

    3. No waivers. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

    4. Severability. If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect. 

    5. Third-party rights. The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party. The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

    6. Variation. The Agreement may not be varied except: (a) by means of a written document signed by or on behalf of each party; (b) to the extent reasonably necessary to take account of Modifications and the risks arising out of Modifications, or to ensure that the parties comply with applicable law, by Natterbox giving to the Client at least 30 days' prior written notice of the variation; and (c) from the beginning of any Renewal Term, by Natterbox giving to the Client at least 60 days' prior written notice of the variation. For the avoidance of doubt, these rights include rights to vary Orders and to vary the other provisions of the Agreement with respect to pre-existing Orders. If the Agreement has been entered into on the basis of Natterbox's standard contract documents plus one or more Orders, the Agreement may be varied by Natterbox updating the current version of all or any of those documents on its website; for these purposes, any provisions of an Order that amend, supplement or replace the provisions of the standard contract documents shall be deemed to not constitute changes to Natterbox's standard contract documents for the purposes of determining whether the Agreement has been entered into on the basis of Natterbox's standard contract documents. Particular Agreement documents may also be varied in accordance with their own provisions.

    7. Entire agreement. The Agreement shall constitute the entire agreement between the parties in relation to the subject matter hereof, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

    8. Governing law. The Agreement shall be governed by and construed in accordance with English law. 

    9. Jurisdiction. The parties agree that the courts of England shall have exclusive jurisdiction to settle any claim brought by the Client arising under or in connection with this Agreement. Natterbox may bring claims against the Client arising under or in connection with this Agreement in the courts of England. Unless the Client is incorporated in or has its principal place of business in the European Union, Natterbox may alternatively, at its sole discretion, bring claims against the Client arising under or in connection with this Agreement in the courts of the jurisdiction in which the Client is incorporated or has its principal place of business. The Client irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any proceedings in such courts and any claim that any such proceedings have been brought in an inconvenient forum. Nothing in this clause shall prevent either party from seeking urgent interim or injunctive relief from any court of competent jurisdiction.

19. Interpretation

    1. Statutory references. In the Agreement, a reference to a statute or statutory provision includes a reference to: (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and (b) any subordinate legislation made under that statute or statutory provision.

    2. Ejusdem generis. In the Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

    3. Order of precedence. In the event of any conflict or inconsistency between the elements of the Agreement, the following order of precedence shall apply: (a) first, the Orders; (b) second, the DPA; (c) third, these terms and conditions; (d) fourth, the Acceptable Use Policy and the Fair Usage Policy; (e) fifth, the other elements of the Agreement.