Company

Thought&Function Ltd
Registered company number: 10277510

Company Product

The creation of a draft survey report based on the input and information provided by the Surveyor.

Trial

To test the Company Product.

Period

This Agreement is valid until terminated by written notice.

Intellectual Property

Each party confirms that in relation to its intellectual property that it owns all rights to logos, marks, brand names or databases used in this Agreement.
Each party hereby grants to the other a non-exclusive, royalty-free licence for the Period to use each other’s intellectual property rights for the performance by a party of its obligations under this Agreement.
Each of the parties warrants to the other that it owns, or is licensed to use, all of the intellectual property rights it requires in order to perform its obligations under this Agreement and the activities contemplated by this Agreement.
Each party warrants that it has full rights to grant the licences above free from all liens, claims, encumbrances and other restrictions.

Confidentiality

The recipient of Confidential Information shall keep it confidential and, except with the prior written consent of the disclosing party, shall (i) utilise any Confidential Information in good faith and not do anything that may be detrimental to the disclosing party; (ii) not use or exploit the Confidential Information in any way except in relation to the Trial Project; (iii) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and (iv) apply the same security measures and degree of care to the Confidential Information as the recipient applies to its own confidential information, which the recipient warrants as providing adequate protection from unauthorised disclosure, copying or use.
The recipient may disclose the disclosing party's Confidential Information to those of its representatives that are directly involved with discussions contemplated by this Agreement, and even then only to such extent as is necessary and essential, provided that the individual complies with the confidentiality and non-disclosure obligations on terms equivalent to those contained in this Agreement.
"Confidential Information" means any information, commercial material and all confidential information
(however recorded, preserved or disclosed) disclosed by a party or its representatives to the other party and that party's representatives including but not limited to (i) the fact that discussions and negotiations are taking place; (ii) the existence and terms of this Agreement and (iii) any information that would be regarded as confidential by a reasonable business person but not including any information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement); (b) was available to the recipient on a non-confidential basis prior to disclosure; (c) was lawfully in the possession of the recipient before the information was disclosed to it; (d) the parties agree in writing is not confidential or may be disclosed; or (e) is developed by or for the recipient independently of the disclosed information.

Publicity

Neither party shall make or authorise any public or private announcement or communication concerning this Agreement (or any breach thereof) without the prior written approval of the other party, except to the extent required by law any court of competent jurisdiction or any regulatory or governmental body (including a Regulator and regulated stock exchange).

Undertakings

Not to make any representations or give any warranties in respect of the other party’s product or service without the prior written consent of the other party. The information provided under this Agreement shall remain at all times true, complete, accurate and not misleading.
Each party shall operate and will ensure that its representatives who are performing services or fulfilling
obligations under this Agreement shall (comply with all applicable law, statute, by-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directive or requirements or notice of any regulatory body or delegated or subordinate legislation).
It shall use reasonable endeavours to not knowingly or recklessly transmit any electronic content (including, without limit, viruses) to the other party which shall cause or be likely to cause, detriment or harm, in any degree, to computer systems owned by the other party.

Warranties

Each party warrants and represents to the other that:

(a) It has the power and authority to enter into and perform this Agreement, which constitutes valid and
binding obligations on it in accordance with its terms.
(b) The individuals who enter into this Agreement are authorised to enter into this Agreement on behalf
of their respective corporations.
(c) In performing its obligations under this Agreement it will comply with all applicable laws.

Limitations

Each party's total liability in contract (including under any indemnity or warranty), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall in all circumstances be limited to fifty percent of the Fees paid for the Trial during the 6 month period immediately before the date on which the cause of action first arose.
Neither party shall have any liability to the other party, whether for breach of contract, in tort (including
negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
(i) loss of profit, (ii) loss of revenue, (iii) loss of anticipated savings, (iv) loss, destruction or corruption of
data, (v) loss of contract, business or opportunity, (vi) loss of goodwill or (vii) indirect or consequential losses of any kind whatsoever and however caused, whether or not reasonably foreseeable, reasonably contemplatable, or actually foreseen or actually contemplated, by that Party at the time of entering into this Agreement.
The limitations and exclusions of under this Section shall not limit liability under this Agreement for
payments or invoices in accordance with this Agreement.
Each party agrees that the other party’s express obligations and warranties in this Agreement are (to the fullest extent permitted by law) in lieu of and to the exclusion of any other warranty, condition, term or undertaking of any kind (including those implied by law), statutory or otherwise, relating to anything to be done under or in connection with this Agreement and the Services.

Nothing in this Agreement limits or excludes the liability of a party (i) to the extent that it cannot be legally limited or excluded by law, (ii) for death or personal injury resulting from its negligence or (iii) fraud or fraudulent misrepresentation.

Disclaimer

The Company provides the Services “AS IS” and “AS AVAILABLE”.

Each party agrees that the other party’s express obligations and warranties in this Agreement are (to the fullest extent permitted by law) in lieu of and to the exclusion of any other warranty, condition, term or undertaking of any kind (including those implied by law), statutory or otherwise, relating to anything to be done under or in connection with this Agreement and the Services.
The Company is not liable for any losses, damages, or costs that the Surveyor or others may suffer arising out of or relating to hacking, tampering, or other unauthorised access or use of the Services, the Surveyor account, or Data with it a requirement for the Surveyor to implement standard industry practices in relation to anti-fraud or data security measures. Further, the Company is not liable for any losses, damages, or costs that the Surveyor or others may suffer arising out of or relating to (i) access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (ii) unauthorised access to servers or infrastructure, or to data; (iii) Service interruptions or stoppages; (iv) bugs, viruses, or other harmful code that may be transmitted to or through the Service; (v) errors, inaccuracies, omissions or losses in or to any data; (vi) Content; or (vii) the Surveyor’s or another party’s defamatory, offensive, fraudulent or illegal conduct.

Data Protection

Each party is an independent data controller in respect of their processing of any personal data pursuant to this Agreement and each party agrees that it autonomously determines the distinct and separate purpose for which, and the manner in which, such data is to be processed by it or on its behalf.
Each party is registered with the ICO.

Status

The Surveyor will be an independent autonomous at will contractor and nothing in this Agreement shall render the Surveyor an employee, worker, agent or partner of the Company and the Surveyor shall not hold themselves out as such.

Severance

If any term or provision of this Agreement is or becomes invalid, void, illegal or unenforceable in any
jurisdiction in connection with its performance, such provision shall (i) be severed or deemed deleted to the minimum extent necessary in the relevant jurisdiction (which can include severing or deleting only part of the relevant provision), (ii) continue in full force and effect without deletion in jurisdictions where it is not invalid, void, illegal or unenforceable and (iii) shall not otherwise affect the validity and enforceability of all other terms and provisions of this Agreement which otherwise remain in full force and effect.

No Waiver

A waiver of any right or remedy under this Agreement or at law is only effective if given by notice. No failure or delay by a party to exercise any right or remedy provided under this Agreement or at 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.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this Agreement.

Variation

No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each party.

Assignment

Neither party may assign or transfer its rights and/or obligations under this Agreement without written consent from the other party.

Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same Agreement.

Arbitration

Any dispute arising from or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or the consequences of its nullity or any non-contractual obligation arising out or in connection with this Agreement) shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA) under the expedited fast track process by a sole arbitrator with the seat of arbitration in London under the English language with the English as the applicable law of the arbitration agreement. Notwithstanding any provision of this Agreement, however, either party may seek from any court having jurisdiction any interim, provisional, or injunctive relief that may be necessary to protect the rights and property of either party or maintain the status quo.

Notwithstanding the foregoing, each party reserves the right to submit any disputes related to non-payment of any fees, invoices, or other payments owed by the party under this Agreement before the courts of England, or before the courts of the country or jurisdiction in which a party has a commercial or registered address, or in any jurisdiction in which a party operates. In the event that a party prevails in whole or part, the other party commits to pay the other party’s costs, filing expenses and attorney fees incurred.

Governing Law

English