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General T’s & C’s

If you have questions about any of our policies, please contact us at: general@meliorsolutions.com

Introduction

Terms & Conditions

These terms and conditions of business (the Terms) confirm the terms of business that govern the contractual relationship between Melior and the Customer (as defined below). These Terms shall apply to any products, goods or services provided or to be provided by Melior to the Customer from time to time upon the Customer’s request, and the Customer shall be deemed to have accepted these Terms on each occasion they receive those products, goods or services from Melior or confirm an Order with Melior.

OUR LIABILITY UNDER THESE TERMS IS LIMITED AND YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 10 BELOW
The Terms shall be deemed effective and in force from the Updated Date and from that date replace and supersede any previous versions.

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these Terms:

Applicable Laws: means all and any laws, regulations, ordinances, directions or directives issued by any government or regulatory body which apply to or could apply to the Services.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7.
Customer: means the person, company or undertaking requesting Services and/or Goods to be provided or delivered by Melior, or having requested the same by their agent or representative acting on their behalf, as identified in the Order.
Customer Data: the data inputted into the Software or the Website by the Customer (or someone authorised by the Customer) or Melior on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Data Protection Laws: means (a) all applicable privacy and data protection laws, including the General Data Protection Regulation ((EU) 2016/679) (“GDPR”), the Data Protection Acts 1988 – 2018, and the EU ePrivacy Directive 2002/58/EC as amended by Directive 2009/136/EC, and any implementing, derivative or related legislation, rule, regulation and binding regulatory guidance, in each case as such legislation is amended, revised or replaced from time to time, and (b) to the extent the UK GDPR applies, the law of the United Kingdom or a part of the United Kingdon which relates to the protection of Personal Data.to the extent applicable, the data protection or privacy laws of any other relevant country to be confirmed by the Customer.
Data Subject, Data Processor, Data Controller, Personal Data and Processing shall have the same meanings as are assigned to those terms in the Data Protection Laws.
Documentation: the documents made available to the Customer by Melior online via the Website or otherwise which relate to the Goods or Services supplied and which include user guides, instruction manuals, descriptions, details of changes to Software and details of testing carried out. Melior shall have the right to modify the Documentation from time to time for the purpose of enhancing the quality of the Services; such changes will be notified to the Customer via the Website .
Effective Date: the date that the Customer accepts or confirms the Order, or the date that Goods and/or Services are first provided or despatched by Melior to the Customer if earlier.
Fees: the agreed costs and charges due to be paid by the Customer to Melior as stated in the Order for the provisions of Goods and/or Services
Goods: the tangible goods and products to be provided by or procured by Melior for the Customer as stated in the Order, including Software.
Good Industry Practice: the exercise of such degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a skilled and experienced services provider within Melior’s industry or business sector, under the same or similar 2 circumstances.
Insurance Policies: has the meaning given in clause 12.1.1.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Melior: Melior Solutions Limited, incorporated and registered in England and Wales with Company number 05464782 whose registered office is at Newland House, The Point, Weaver Road, Lincoln, Lincolnshire, LN6 3QN.
Normal Business Hours: 8:00am to 4.30pm local UK time, each Business Day.
Order: the written quotation and itemisation of Goods and or Services, or a request for change or request for proposal, whatever form that may take, to be provided by Melior to the Customer for the Fees, to the extent that it does not relate to Subscription Services. Privacy and Security Policy: such privacy and security policy as may be published from time to time by Melior on the Website.
Services: the advice, consultation, support, technical services, Software applications and solutions, and any such other services as are quoted for and to be provided by Melior to the Customer as per the Order.
Software: the software applications provided by Melior and/or made available to the Customer as part of the provision of Goods or Services.
Subscription Agreement: means, in the case of a Customer receiving Subscription Services, the separate legal agreement between Melior and the Customer regulating the supply and receipt of Subscription Services.
Subscription Services: means the collection of services, together with the software and documentation provided by Melior through the Website(s) which are governed by the Subscription Agreement and not by these Terms.
Updated Date: means the date on which the updated version of these Terms are updated and published from time to time.
Website: the website through which the Subscription Services are supplied from time to time or such other website address as may be notified to the Customer by Melior from time to time.

1.2   Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
1.3   A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4   Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
1.5   A reference to a statute or statutory provision: (a) is a reference to it as it is in force as at the Effective Date or Updated Date of these Terms; and (b) shall include all subordinate legislation made as at the Effective Date or Updated Date of these Terms under that statute or statutory provision.
1.6   A reference to writing or written excludes fax but includes email.
1.7   References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to this Terms.

2.   SCOPE
2.1  These Terms shall apply to any Order between Melior and the Customer to the extent that the Order relates to Goods and Services to be provided by Melior.
2.2   The Customer acknowledges that the Subscription Services do not form part of the Services and are not included within the Fees.
2.3   The Customer will be deemed to accept the Terms on each occasion they receive Goods or Services from Melior or upon despatch of Goods or Melior making available the Services, as the case may be, upon the request of the Customer, whichever occurs earlier.
2.4   Once accepted, the Terms apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Save in respect of the Subscription Services, no conflicting, contrary or additional terms and conditions shall be deemed accepted unless Melior expressly confirms its acceptance in writing.

3.   SERVICES
3.1   Melior shall, in relation to any Services to be provided in the Order, provide the Services to the Customer on and subject to these Terms.
3.2   Melior shall provide the Services with reasonable care and skill, in accordance with Good Industry Practice.

3.3   Subject to clause 3.4, if the Services are proved by the Customer not to have been provided with reasonable care and skill, Melior shall, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired result or performance.

3.4   The Services will not be considered to be provided contrary to clause 3.2 if the non-conformance or any perceived delivery falling below the standards of reasonable care is caused by:
3.4.1  the Customer requesting Services that are not fit for the Customer’s purposes or are incompatible or non-compliant with the needs of the Customer or its business activities;
3.4.2  the Services otherwise being incompatible or not fit for purpose for the Customer’s needs or its business activities due to the Customer providing inaccurate or false Customer Data relating to the Customer’s business requirements or its systems;
3.4.3  the Customer’s use of the Services being contrary to Melior’s instructions;
3.4.4  the modification or alteration of the Services by any party other than Melior or Melior’s duly authorised contractors or agents;
3.4.5  any advice, forecasts, opinion, guidance or recommendations given by Melior in its professional judgment, based on reasonable projection, estimation or prediction of events or developments which do not ultimately come to fruition or prove to be inaccurate, where such advice given by Melior has been, or could reasonably be implied to have been, disclaimed as being a matter of opinion and/or amounts to generic opinion not based on Customer Data;
3.4.6  other circumstances beyond Melior’s reasonable control; or
3.4.7  any disruption to the Services caused by:
(a)  any planned maintenance carried out in respect of which the Customer has been given not less than 2 (two) Business Days’ prior notice;
(b)  unscheduled maintenance that is essential, necessary or beneficial to the Services or Software, or its method of delivery, provided that Melior informs the Customer as soon as reasonably possible before or after such maintenance has been caried out; or
(c)  any reasonable period of unavailability, whether related to parts of or the whole of the Services or the provision of Software, caused by matters that are wholly or mainly outside of Melior’s control or influence.
3.5   Melior shall have the absolute right to make any changes to the Services which are necessary to comply with Applicable Laws or which do not materially affect the nature or quality of the Services, and Melior shall use reasonable endeavours to notify the Customer in any such event.
3.6   Melior gives no other warranties, representations or undertakings concerning the Services, or the quality, fitness for purpose of otherwise of those Services, nor does it promise any particular outcome for the Customer unless expressly agreed in writing. All other warranties, conditions and obligations implied by any Applicable Law are, to the extent permissible by Applicable Law, excluded.
3.7   To the maximum extent allowed by law, the remedies in Clause 3.3 above shall be the Customer’s sole and exclusive remedy in respect of any Services not supplied in accordance with, or that fail to comply with, any of the Terms.

4.   SUPPLY OF GOODS
4.1   If Goods to be provided in the Order are manufactured by Melior, then Melior warrants that such Goods shall at the time of delivery conform in all respects with any specification or description of functionality given by Melior.

4.2   Unless otherwise specified by the Customer, the Goods shall be delivered to the Customer’s premises or such other location as may be agreed between the parties. Risk in and title to the Goods shall only pass to the Customer upon receipt of the Fees paid in full in respect of such Goods.

4.3   The Customer shall have ten (10) Business Days to inspect the Goods following delivery. After such period, the Customer will be deemed to have accepted such Goods.
4.4   If any Goods are not supplied in accordance with, or Melior fails to comply with, any of these Terms, Melior may at its discretion:
4.4.1  accept return of the Goods (in whole or in part);
4.4.2  remedy any defect in the Goods; or
4.4.3  supply replacement goods of equal or better functionality
4.5   To the maximum extent allowed by Applicable Law, the remedies in clause 4.5 above shall be the Customer’s sole and exclusive remedy in respect of any Goods not supplied in accordance with, or that fail to comply with, any of the Terms including any failure to comply with the warranty set out in clause 4.1 where the Goods are manufactured by Melior.
4.6   Melior shall not be responsible for the installation of any Goods, unless otherwise agreed in writing between the parties.
4.7   The warranty given at clause 4.1 above shall not be modified or interpreted differently based on any Customer Data provided by the Customer at any time unless confirmed otherwise in writing by Melior, and Melior gives no further warranty as to the quality, fitness for purpose or otherwise of any Goods supplied.

5.   CUSTOMER’S OBLIGATIONS
5.1   The Customer shall:
5.1.1  provide Melior with:
(a)  all necessary co-operation in relation to these Terms and the Services; and
(b)  all necessary access to such information and facilities as may be required by Melior; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
5.1.2   be responsible for the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of that Customer Data.
5.1.3   comply with all Applicable Laws and regulations with respect to its activities under these Terms;
5.1.4   carry out all other Customer responsibilities set out in the Order or in these Terms in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance 5as agreed by the parties, Melior may adjust any agreed timetable or delivery schedule as reasonably necessary;
5.1.5   ensure that the Services are only used in accordance with these Terms for the purpose intended and not for any further or additional purpose.
5.1.6  shall be solely responsible for any unauthorised use of the Goods and Services;
5.1.7   obtain and shall maintain all necessary licences, consents, and permissions necessary for Melior, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
5.1.8   ensure that its network and systems remain compatible with any Software or Services provided;
5.1.9   be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Melior’s data centres (or data centres operated by third parties), where appropriate, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or
telecommunications links or caused by the internet; and
5.1.10  ensure that it complies with any instructions, guidance and recommendations set out in the Documentation, or otherwise published by Melior from time to time, in relation to its use of the Software, or in relation to any Goods or Services.
5.2   The Customer shall not, and shall ensure that its employees, workers, agents, consultants and contractors shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by these Terms and except to the extent expressly permitted under these Terms (or with Melior’s express permission):
5.2.1   attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any Software provided in the Order (as applicable) in any form or media or by any means; or
5.2.2   attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
5.2.3  access all or any part of the Services in order to build a product or service which competes with the Services provided by Melior; or
5.2.4  use the Services to provide services to third parties; or
5.2.5   subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or Software available to any third party except as authorised by Melior in writing; or
5.2.6  attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
5.3   The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, notify Melior promptly.

6.   CUSTOMER DATA
6.1   Melior shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data made available to it to facilitate the performance of its obligations as per the Order subject to these Terms.
6.2   The Privacy and Security Policy may be amended from time to time by Melior when necessary, acting reasonably for the purpose of enhancing the Privacy and Security Policy and on giving not less than 30 days’ notice to the Customer in the event of any substantial change.
6.3   It is agreed that, for the purposes of Data Protection Laws, the Customer is the sole Data Controller of the Customer Data insofar as the Customer Data comprises Personal Data, and Melior is the Data Processor thereof. Accordingly, provided that Melior processes such Personal Data in accordance with its Priv6acy and Security Policy, the Customer shall hold harmless, indemnify and keep indemnified Melior in respect of any loss, third party liability, damages, costs and expenses arising from the Processing of such Personal Data.

7.   CHARGES AND PAYMENT
7.1   The Customer shall pay to Melior the Fees as stated in the agreed Order by the date stated within it.

7.2   In the event that the Order does not state when payment is due, the Customer shall agree to pay the Fees:

7.2.1  Within 30 days of the date of the Order, or the date of any invoice issued to the Customer for the Goods and/or Services; and

7.2.2  In full as a single, lump sum payment unless instalments payments are agreed with Melior in writing; or
7.2.3  In as many instalments as are agreed between the parties with each instalment being paid on or before the agreed instalment payment date.
7.3   If Melior has not received any payment within 14 days after the date it is due under clause
7.1 or 7.2, and without prejudice to any other rights and remedies of Melior:
7.3.1  Melior may, without liability to the Customer, pause or cease delivery of all or part of the Services, exercise a right of lien over any work in progress for the Customer and/or cancel delivery or seek return of any Goods delivered or to be delivered.
7.3.2  Melior shall be under no obligation under these Terms to provide any further Goods or Service while the Fees concerned remain unpaid; and
7.3.3  interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% (four percent) over the then current base lending rate of the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after
judgment.
7.4   All amounts and Fees stated or referred to in any Order or within these Terms:
7.4.1  shall be payable in pounds sterling unless we agree otherwise;
7.4.2  are, subject to clause 10.3.2, non-cancellable and non-refundable; and
7.4.3  are exclusive of value added tax, which (for a UK based Customer) shall be added to Melior’s invoice(s) at the appropriate rate.
7.5   The Customer shall make all payments due under these Terms without deduction, lien, counterclaim or set-off; and irrespective of any dispute howsoever arising about the Services.
7.6   Any Fees quoted in an Order shall only be treated as a valid quotation capable of being accepted by a Customer for a period of 30 days. In the event that the Customer does not accept the Order within that period, or accepts the Order after that date, Melior reserves the right to revise
the Fees, and any Fees quoted in one Order will not serve as a guarantee that any additional or later Orders for the same or comparable Goods or Services will be provided for the same Fees.
7.7   If the Customer is based outside of the UK, then the Customer is responsible for accounting for any local taxes (such as VAT or its equivalent) in their own country, where required. If the reverse charge or a similar rule applies, the Customer agrees to self-account for the tax as required by local law. The Customer agrees to provide any information that Melior reasonably requests to confirm their business status or location (such as a VAT number or business registration details).

8.   PROPRIETARY RIGHTS
8.1   The Customer acknowledges and agrees that Melior and/or its licensors own all Intellectual Property Rights in the Services, Software and Documentation. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or Software.
8.2   The Customer shall notify Melior immediately if the Customer becomes aware of any unauthorised use of Melior’s Intellectual 7Property Rights.
8.3   To the extent that any Intellectual Property Rights in the Services or the Software or the Documentation do not vest in Melior automatically pursuant to clause 8.1 above (and except to the extent prohibited by or ineffective in law), the Customer holds such property on trust for Melior
and hereby grants to Melior an exclusive, royalty free licence to use such property in its discretion until such Intellectual Property Rights fully vests in Melior.
8.4   Melior confirms that it has all the rights in relation to the Services, Software and Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.

9.   CONFIDENTIALITY
9.1   Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include information that:
9.1.1  is or becomes publicly known other than through any act or omission of the receiving party;

9.1.2  was in the other party’s lawful possession before the disclosure;

9.1.3  is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
9.1.4  is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2   Subject to clause 9.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the performance of the obligations under these Terms.
9.3   Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
9.4   A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.5   Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.6   The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Melior’s Confidential Information.
9.7   No party shall make, or permit any person to make, any public announcement concerning the Order or these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory
authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9.8   The above provisions of this clause 9 shall survive the completion, termination or expiry of these Terms insofar as they apply to any Order, however arising.

10.  LIMITATION OF LIABILITY
10.1  Except as expressly and specifically provided in these Terms:
10.1.1  the Customer assumes sole responsibility for results obtained from the use of the Services and Software by the Customer, and for conclusions drawn from such use.

10.1.2  Melior shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Melior by the Customer in connection with the Goods or Services, or any actions taken by Melior at the Customer’s direction; and         

10.1.3  all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.
10.2   Nothing in these Terms excludes the liability of Melior for liability which cannot be
excluded pursuant to Applicable Law, including:
10.2.1  death or personal injury caused by Melior’s negligence; or
10.2.2 fraud or fraudulent misrepresentation; or
10.2.3  wilful misconduct or wilful concealment by Melior, its agents or advisers.
10.3   Subject to clause 10.1 and clause 10.2, Melior’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall:
10.3.1  be limited to the net amount received by Melior from the relevant insurance provider(s) under the Insurance Policies if such liability is covered by the Insurance Policies and a claim in relation to such liability is accepted by the relevant insurance provider; or
10.3.2  if such liability is not covered by the Insurance Policies, or a claim in relation to such liability is not accepted by the relevant insurance provider under the Insurance Policy, or if the resulting amount under this clause 10.3.2 would be more than the resultant amount under clause
10.3.1, be limited to a sum equivalent to 125% of the total Fees paid for the Order from which the claim arose, and the Customer will not be entitled to aggregate the value of Orders to extend or improve the maximum aggregate liability provided under this clause 10.3.
10.4  In any event, Melior shall have no liability to the Customer or any third party for any damage, compensation or loss:
10.4.1  of a consequential or indirect nature, such as, but not necessarily limited to, any loss of profits, loss of or interruption to business, loss of reputation, depletion of goodwill, loss or corruption of data or information, pure economic loss, loss of contract, or loss of amenity; and or
10.4.2  caused by any event or cause that Melior was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable diligence; and or
10.4.3  which was not solely caused by the act or omission of Melior and or
10.4.4  which is caused directly or indirectly as a result of the Customer either failing to follow Melior’s instruction, guidance or recommendation, or any matter contained in the Documentation, which concerns the Goods or Services supplied.
10.5  The employees, agents and representatives of Melior are not authorised to make any representations or give any warranty, guarantee or undertaking on behalf of Melior unless such representations, warranty, guarantee or undertaking is confirmed in writing and signed by a
director of Melior. The Customer confirms that it does not rely on and has no course of action in respect of any such representations, warranty, guarantee or undertaking unless so confirmed in writing by Melior.
10.7  Melior is not responsible for guaranteeing the compatibility of the Customer’s systems, technology or hardware with the Goods or Services it supplies. Melior may from time to time make recommendations to the Customer with regards to its systems and hardware to improve compatibility, but such recommendations, while made in good faith, cannot be relied on as guarantees or representations and the Customer accepts or rejects such recommendations at their own risk.
10.6  The exclusions and/or limitations set out in this clause 10 shall apply whether the claim against Melior is brought in contract, tort (including without limitation for negligence) breach of duty or for any other cause whatsoever and irrespective of any breach of contract, negligence,
breach of duty or other failure of any kind of Melior or their respective directors, employees, agents, contractors or officers.
10.7  Any claim by the Customer against Melior arising out of or in connection with the Service shall be made in writing and notified to Melior within three months of the date upon which the Customer became aware, or ought reasonably to have become aware, of any occurrence alleged to give rise to such claim. Any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred. Melior shall in any event be discharged of all liability whatsoever and howsoever arising in respect of the Terms or the Services unless formal proceedings are brought and written notice thereof is given to Melior within two years from the date of the occurrence alleged to give rise to a cause of action against Melior.
10.8  The Customer hereby waives and forever discharges any claim against an individual director, employee or agent of Melior.
10.8  The Customer undertakes, warrants and represents to Melior that it has specifically considered the limits and exclusions of liability and the indemnity set out in this clause and that it considers them to be fair and reasonable and a commercial allocation of risk in relation to the consequences of having regard to the nature of the Services, the Fees paid for such Services and all other circumstances relating to the Services known to the Customer at the time of entering into the Agreement.

11.  DATA PROTECTION
11.1   If Melior processes any Personal Data on the Customer’s behalf when delivering Goods or performing Services, the parties record their intention that the Customer shall be the Data Controller and Melior shall be a Data Processor and in any such case:
11.1.1  the Customer acknowledges and agrees that the Personal Data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out the Services and Melior’s other obligations under these Terms;
11.1.2  the Customer shall ensure that the Customer is entitled to transfer the relevant Personal Data to Melior so that Melior may lawfully use, Process and transfer the Personal Data in accordance with these Terms on the Customer’s behalf;
11.1.3  the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, Processing, and transfer as required by all applicable Data Protection Laws;
11.1.4  Melior shall Process the Personal Data only in accordance with these Terms and any lawful instructions reasonably given by the Customer from time to time; and
11.1.5  each party shall take appropriate technical and organisational measures against unauthorised or unlawful Processing of the Personal Data or its accidental loss, destruction or damage.

12.   TERM AND TERMINATION
12.1   These Terms shall, unless otherwise terminated as provided in this clause 12.1, commence on the Effective Date in relation to any particular Order and shall continue until all Goods and Services have been delivered and all Fees have been settled in full, unless terminated earlier by agreement in writing or otherwise terminated in accordance with these Terms.

12.2   If the Customer is receiving Subscription Services and, for whatever reason, the Subscription Agreement terminates, then Melior may serve notice on the Customer terminating these Terms.

12.3   Without affecting any other right or remedy available to it, either party may cancel an Order and terminate these Terms in relation to it with immediate effect by giving written notice to the other party if:
12.3.1  the other party fails to pay any amount due in the Order as governed by these Terms on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
12.3.2  the other party commits any other material breach of these Terms which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;
12.3.3  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall du1e0or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
12.3.4  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent
amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.3.5  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent
reconstruction of that other party;
12.3.6  an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
12.3.7  the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
12.3.8  a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
12.3.9  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged
within 14 days;
13.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.3 to clause 13.2.9 (inclusive); or
13.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.4  On termination of the Order and these Terms for any reason:
12.4.1  all licences granted under these Terms shall terminate immediately and the Customer shall cease immediately all use of the Services and Software provided;
12.4.2  each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
12.4.3  after 30 days have expired (to enable the Customer to backup its data), Melior may destroy or otherwise dispose of any of the Customer Data in its possession unless it has a legitimate reason not to do so, in which case it shall notify the Customer of its intention to retain the
Customer Data, or part thereof, and the reason;
12.4.4  any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

13.  INDEMNITY
The Customer shall hold harmless, indemnify and keep indemnified (on a full indemnity basis) Melior from and against all loss, damage, claims, liabilities, costs (including legal and other professional costs), expenses or demands arising out, or in consequence, of:
(b)   The supply of Services or Goods under the Terms;
(c)   The Customer’s negligence or breach of any provision of the Terms;

(d)   any liability assumed or incurred by Melior to any other party as a result of supply of the

Services or Goods under the Terms.

14.  FORCE MAJEURE
Melior shall have no liability to the Cus1to1mer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation,
strikes, lock-outs or other industrial disputes (whether involving the workforce of Melior or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule,
regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15.  BRIBERY & ANTI-CORRUPTION
15.1  Each party shall comply with all Applicable Laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption.
15.2  Each party warrants that it has never committed an offence under any Applicable Laws, codes or sanctions relating to anti-bribery and anti-corruption (a “Bribery Offence”) or engaged in any conduct, whether by act or omission, which would have constituted a Bribery Offence under Applicable Laws.
15.3  Each party agrees that in respect of all matters connected with or arising out of the Services, it:
15.3.1  shall not, and will procure that its employees, sub-contractors and agents will not, commit any Bribery Offence or engage in any conduct that would constitute a Bribery Offence (including foreign bribery conduct);
15.3.2  will take all reasonable steps and exercise all due diligence to avoid the commission of a Bribery Offence.
15.4  Neither party shall offer nor give or agree to give any employee or agent of the other party, any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to the obtaining or execution of these Terms or for showing or forbearing to show favour or disfavour to any person in relation to these Terms or any other agreement for the other party.
15.5  Each Party will notify the other immediately if it becomes aware, or has reason to believe, that:
15.5.1 it has breached any of its obligations arising out of this clause 15;
15.5.2  or any person or party directly or indirectly connected with the Order and/or these Terms has committed any Bribery Offence, engaged in any foreign bribery conduct or made, given, procured, received, or obtained any bribe (or attempted to do so).

16.  CONFLICT
16.1  If there is an inconsistency between any of the provisions in these Terms and anything stated in the Order, the provisions of these Terms shall prevail.
16.2   In the event the Customer engages Melior to provide any of the Subscription Services, the Customer accepts and acknowledges that those services shall be governed by the Subscription Agreement and nothing within that separate agreement will govern the Services provided under these Terms.

17.  VARIATION
17.1   Melior may make reasonable amendments to these Terms from time to time and shall make reasonable endeavours to inform and update the Customer of any substantial changes that may affect the Customer.

17.2   Subject to clause 16.1, no further variation to these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.  WAIVER
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.             

19.  SEVERANCE

19.1   If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2   If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19.3   Where appropriate, the parties agree to introduce new alternative terms to replace those which have been found to be invalid, unenforceable or illegal, or to replace these Terms entirely with terms that are identical or substantially the same to these Terms to continue to give effect to the parties’ intentions.

20.  ENTIRE AGREEMENT

20.1   These Terms constitute the entire agreement between the parties relating to the Services and or the supply of the Goods and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the Order.

20.2   Each party acknowledges that in agreeing to these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

20.3   Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

20.4  Nothing in this clause shall limit or exclude any liability for fraud.

21.  ASSIGNMENT

21.1   The Customer shall not, without the prior written consent of Melior, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

21.2   Melior shall not assign, novate, charge, subcontract or deal in any other manner with any or all of its rights and obligations under these Terms without the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed).

22.  NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23.  THIRD PARTY RIGHTS

These Terms do not confer any rights on any person or party (other than the parties to the Order governed by these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24.  NOTICES

24.1   Any notice required to be given under these Terms shall be in writing and shall be delivered by e-mail, by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Terms, or such other address as may have been notified by that party for such purposes.

24.2   A notice delivered by e-mail shall be deemed to have been received at the time of transmission unless delivery would occur outside of business hours. Receipt of an e-mail sent outside of business hours shall be deferred until normal business hours resume. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 8 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the

time at which it would have been delivered in the normal course of post.    

25.  CONFLICT RESOLUTION

25.1   In the event of any dispute or conflict arising between the parties relating to the performance of the Services, the supply of Goods or otherwise arising from the Terms (“a Dispute”), Melior reserves the right under this clause 25 to require the parties to engage in good faith with

a mediator appointed jointly, and paid equally, by the parties (or, in default of agreement, by CEDR) in attempt to resolve the Dispute by mediation.
25.2   If a Dispute is referred to mediation under clause 25 above, the parties shall cooperate with each other and use all reasonable efforts to agree to meet with the mediator in order to mediate the Dispute within 60 days of the appointment of the mediator.

26.  GOVERNING LAW

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

27.  JURISDICTION

Subject to clause 25.2 above, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

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