Subscription Services Agreement

This Subscription Services Agreement sets out the basis upon which Natterbox provides its services and governs your use of those services. Using Natterbox services constitutes acceptance of these terms.

1. Definitions

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

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

"Business Day" means any weekday other than a bank or public holiday in England;

"Charges" means the one-off, recurring and variable usage charges payable by the Client to Natterbox that are specified in an Order or SoW, 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 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 Services Providers" means services providers 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;

"Client Services Provider Services" means any services provided to the Client by a Client Services Provider;

"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" means has the meaning given to it in the DPA;

"Effective Date" means 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 No 1 Croydon, 12-16 Addiscombe Road, Croydon, CR0 0XT;

"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 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;

"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;

"PATS" means publicly available telephone services;

"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 or SoW;

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

"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 document for the provision of Professional Services that has been agreed by or on behalf of each of the parties;

"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; and

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

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

Acceptable Use Policy

Data Processing Addendum (DPA)

Fair Use Policy

Service Specific Terms

Supported Hardware

Service Level Agreement (SLA)

Technical Prerequisites

Australian Consumer Law - Additional Terms

2. Term, Orders and SoWs

2.1 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"). 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 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.

2.2 Orders and SoWs. From time to time during the Term, the parties may agree to additional Orders and/or SoWs. Each Order and SoW 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 or SoW in accordance with its own express provisions.

3. Natterbox Services

3.1 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.

3.2 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.

3.3 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.

3.4 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; and (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.

3.5 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.

3.6 Security measures. Both parties 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.

3.7 Client Services Provider. Natterbox gives no guarantees, warranties or representations in respect of any Client Services Provider Services; and Natterbox shall not be liable to the Client in respect of any loss or damage that may be caused by Client Services Provider or any Client Services Provider Services.

3.8 Suspension of Natterbox Services. Without prejudice to Natterbox's other rights and remedies, 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 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 and/or the Natterbox System; or (h) due to urgent measures taken by Natterbox to mitigate impediments to the Natterbox Services.

3.9 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.

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

3.11 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 basis.

4. Professional Services

4.1 Provision of Professional Services.Any Professional Services shall be provided in accordance with the terms of the applicable SoW and subject to the Service Specific Terms and the Technical Prerequisites.

4.2 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.

4.3 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 or SoW.

5. Support Services

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

6. Hardware

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

7.1 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.

7.2 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.

7.3 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.

7.4 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.

7.5 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 the Telecommunications Rules; and (f) the selection and performance of any third parties engaged by the Client in connection with the Services.

7.6 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

8.1. Fees. Client shall pay all Fees except as otherwise specified herein or in a Client Sales Order:

(a) the Fees are based on Natterbox Services and Hardware purchased in each Client Sales Order and not actual usage; (b) the Fees will be invoiced as per Clause 8.3; (c) payment obligations are non-cancellable, and the Fees paid are non-refundable; (d) the User Limit cannot be decreased during the Term of the Agreement

8.2 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.

8.3 Billing Information. Client shall (a) provide Natterbox with a billing contact name, e-mail address, business mailing address, and contact phone number for receipt of invoices and correspondence related to payment.  Client shall notify Natterbox in writing of any updates or changes to billing contact information no later than five (5) Business Days from the date of the change; (b) provide Natterbox with a Purchase order (“PO”) ahead of Natterbox’s right to invoice where a PO is required by Client. Invoices shall reference the PO.  Should 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 Client;

8.4 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 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).

8.5 Charges variation. Natterbox may elect to vary any element of the Charges from the start of any Renewal Term, providing that no such variation of the Charges shall result in them increasing during the Term by a percentage exceeding: (a) the percentage increase during the same period in the Retail Prices Index (all items) published by the UK Office for National Statistics; plus (b) ten per cent.

8.6 Telecommunication call charges. Natterbox reserves the right to adjust pricing at any time to reflect any changes in telecommunication rates and countries in which the cost of providing the Services is not commercially reasonable for Natterbox.

8.7  Invoicing. Save to the extent that the applicable Order or SoW provides otherwise, Natterbox may issue invoices for the Charges to the Client at any time before or after the performance of the corresponding obligations of Natterbox under the Agreement.

8.8 Billing Schedule. The following variable charges are invoiced and payable as per agreement each month: Variable call and SMS charges, Variable cost porting fees, Professional Services time and materials fees. Natterbox is not obligated to provide any Services or Hardware until Natterbox has received full payment of the Initial Invoice. The Contract Start Date is agreed in advance by both parties and detailed on each Client Sales Order.

8.9 Timing. Natterbox will invoice Client from the first day of each billing period as stated in the Client Sales Order for the Services that are to be provided during that period. However, for Variable Charges, and any other Fees, Client will be billed each month in arrears.

8.10 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.

8.11 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.

8.12 Advance payment. If an Order or SoW specifies that Charges shall be payable in advance, then Natterbox will have no obligation to perform its obligations under the relevant Order or SoW until the corresponding Charges have been paid by the Client to Natterbox in cleared funds.

8.13 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).

8.14 Invoice Dispute.  No later than one week prior to the payment due date, Client may dispute an invoice by notifying Natterbox in writing (to finance@natterbox.com) of the disputed amount and the reason for the dispute in reasonable detail.  If Client fails to provide such notice, then Client shall have waived any right to dispute the payment obligation. Disputed invoices shall be resolved pursuant to Clause 18.

8.15 Late payments and interest. If the Client does not pay any amount properly due to Natterbox under the Agreement, (a) Natterbox reserves the right to rescind any special-order terms or discounts that may have been applied. (b) Natterbox may 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).

8.16 Failure to Pay. Failure to make payment within ninety (90) days may result in Client’s account being turned over to a collection agency and Client’s account being listed with Natterbox’s credit reporting agency. Client shall be responsible for all charges associated with collections on Client’s account. Natterbox shall be entitled to suspend or terminate the Services during any period in which undisputed amounts are past due, without incurring any liability to Client.

9. Confidentiality

9.1 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.

9.2 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.

9.3 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.

9.4 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.

9.5 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.

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

10. Data Protection

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

10.2 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

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

11.2 Natterbox corporate 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.

11.3 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.

11.4 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.

12. Warranties

12.1 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.

12.2 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 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.

12.3 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.

12.4 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

13.1 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.

13.2 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

14.1 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.

14.2 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.

14.3 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).

14.4 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 Services 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; (f) any loss or damage arising out of the accuracy of location information that Natterbox Services pass to the emergency services.

14.5 Fraudulent Use. Client will be liable for all fraudulent use of the Natterbox Services independently from the fact of being aware of such fraudulent use or not.

14.6 Consequential loss. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

14.7 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 and payable by the Client to Natterbox under the Agreement in the 12-month period preceding the commencement of the event or events. However, this Clause 14.6 shall not apply with respect to any liability of a party under the express indemnities in the Agreement.

14.8 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

15.1 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.

15.2 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.

15.3 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

16.1 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, 8.7, 8.9, 9, 10, 13, 14, 16, 18 and 19.

16.2 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.

16.3 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.

16.4 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, provided that Natterbox is in compliance with Clause 16.3 and the DPA.

17. Notices

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

17.2 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.

17.3 Addresses for notices. All notices given under the Agreement shall be sent to: (a) in the case of the Customer, 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

18.1 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.

18.2 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.

18.3 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.

18.4 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. 

18.5 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.

18.6 Variation. The Agreement may not be varied except: (a) by means of a written document signed by or on behalf of each party; and/or (b) to the extent reasonably necessary to take account of Modifications and the risks arising out of Modifications; and/or (c) to the extent reasonably necessary to ensure that the parties comply with applicable law. In cases (b) and (c), a variation may be made by Natterbox giving at least 30 days' prior written notice of the variation to the Client. Particular Agreement documents may also be varied in accordance with their own provisions.

18.7 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.

18.8 Governing law and jurisdiction. The Agreement shall be governed by and construed in accordance with English law. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.

19. Interpretation

19.1 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.

19.2 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.

19.3 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, Orders and SoWs; (b) second, the Acceptable Use Policy; (c) third, the Fair Usage Policy; (d) forth, the main body of the Agreement; and (e) fifth, the other elements of the Agreement.