Welcome to Ascendr

Thank you for choosing Ascendr for your customer onboarding needs. The services provided (“Services”) are managed by Ascendr, located at 3 Forge House, Summerleys Rd, Princes Risborough, HP27 9DT, United Kingdom.

By engaging with our Services, you acknowledge and agree to these terms. We encourage you to read them thoroughly to understand your rights and responsibilities.

Our Services are tailored to support diverse business needs and customer onboarding processes across various sectors. Consequently, additional terms or specific service requirements (including compliance and data handling stipulations) may apply. These additional terms will be provided in conjunction with the relevant Services and will become an integral part of your agreement with us upon their application or your continued use of those Services.

Please note that these terms and conditions are to be used in conjunction with the key details outlined in your signed SaaS agreement with Ascendr.

1. How to read this agreement

1.1 MEANING OF CAPITALISED WORDS AND PHRASES
Capitalised words and phrases used in these terms and conditions have the meaning given:
a) to that word or phrase in the Key Details;
b) by the words immediately preceding any bolded and bracketed word(s) or phrase(s); or
c) in the definitions in clause 20 of this agreement.

1.2 ORDER OF PRECEDENCE
(a) Subject to clause 1.2(b) and unless otherwise expressly stated, in the event of any inconsistency between these terms and conditions and the Key Details, these terms and conditions will prevail to the extent of such inconsistency.
(b) Any Special Conditions set out in the Key Details are incorporated in these terms and conditions and will replace and prevail over any other terms to the extent of any inconsistency.

2. Term Of This Agreement

(a) This agreement commences on the Commencement Date and will continue for the Initial Term, and any Renewal Term applicable per clause 2(b), unless terminated earlier in accordance with clause 14 (Term).
(b) Subject to clause 2(c), upon expiration of the Initial Term, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Initial Term (Renewal Term).
(c) This agreement will not automatically renew on expiry of the Initial Term or a Renewal Term (Renewal Date), if either party provides written notice that this agreement will not renew at least 60 days prior to the Renewal Date.
(d) At least 90 days prior to the expiry of the Initial Term or a Renewal Term, Ascendr will provide the Client with advanced written notice of the agreement renewing and any applicable changes to the Fees or the terms of this agreement (Renewal Notice).

3. The Solution

3.1 SCOPE OF SOLUTION
(a) The Solution includes the Software, Services and Support set out in the Key Details (Solution).
(b) Ascendr will provide the Solution in accordance with all applicable laws and industry standards.
3.2 CHANGES TO THE SOLUTION
(a) (Enhancements and Customisations) Ascendr may from time to time in its absolute discretion install enhancements to the Solution, where enhancements mean any upgraded, improved, modified or new versions of the Solution (including any customisations made at the Client’s request).
(b) (Additional users under the licence) If additional users are required to the Number of Licensed Users set out in the Key Details, the following process will apply:
(i) the Client must notify Ascendr of the number of additional users required; and
(ii) Ascendr will invoice the Client the Additional Licensed User Fee for each additional user for the then current month and the remaining days in the Term.
3.3 SOFTWARE LICENCE
During the Term, Ascendr grants to the Client a non-exclusive, non-transferable licence to use the Solution and Documentation and to provide access to the Software for the Number of Licensed Users set out in a Key Details in accordance with this agreement.
3.4 HOSTED SERVICES
Ascendr will store Client Data using a third-party hosting service selected by Ascendr (Hosting Service), subject to the following terms:
(a) (hosting location) The Client acknowledges and agrees that Ascendr may host the Software via cloud-based services which use storage servers located in and potentially outside England and Wales.
(b) (service quality) While Ascendr will use its best efforts to select an appropriate hosting provider, Ascendr does not guarantee that the Hosting Service will be free from errors or defects or that Client Data will be accessible or available at all times.
(c) (security) Ascendr will use its best efforts to ensure that Client Data is stored securely. However, Ascendr does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(d) (backups and disaster recovery) In the event that Client Data is lost due to a system failure (e.g., a database or webserver crash), Ascendr cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
3.5 SUPPORT SERVICES
(a) Where the Key Details include Support, Ascendr will provide the Support to the Client during the Term in accordance with the information in the SaaS Agreement.
(b) The Client acknowledges and agrees:
(i) Ascendr will take reasonable steps to provide Support where necessary during the Term;
(ii) the Client must first endeavour to resolve any issues with the Software internally and Ascendr will not assist with issues that are beyond its reasonable control; and
(iii) the Client is responsible for all internal administration and managing access, including storing back-up passwords and assisting its Personnel to access and use the Software.
(c) complete details regarding our support services and policies are available for review at https://www.ascendr.co.uk/support-services-and-policies/.
3.6 SUBCONTRACTING
Ascendr may subcontract any aspect of providing the Solution and the Client hereby consents to such subcontracting.

4. Client Obligations

4.1 GENERAL
The Client:
(a) must provide Ascendr with all documentation, information and assistance reasonably required by Ascendr to provide the Solution.
(b) agrees that it will not, by receiving or requesting the Solution:
(i) breach any applicable laws, rules or regulations (including any applicable privacy laws); or
(ii) infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.
4.2 USERS AND EULA
(A) The Client must, and must ensure that all Users:
(i) comply with this agreement (including the EULA) at all times; and
(ii) notify Ascendr without delay whenever it becomes aware of any case of a breach of this clause 4 or otherwise any illegal or unauthorised use of the Solution.
(b) The Client acknowledges and agrees that Ascendr will have no liability for any act of a User or for damage, loss or expense suffered by a User in connection with the use of the Solution and will indemnify Ascendr for any such damage, loss or expense.
4.3 USE OF SOLUTION
The Client must not, and must not encourage or permit any User or any third party to, without Ascendr’s prior written approval:
(a) upload sensitive information or commercial secrets to the Software;
(b) upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Software;
(c) upload any material that is owned or copyrighted by a third party;
(d) make copies of the Documentation or the Solution;
(e) adapt, modify or tamper in any way with the Solution;
(f) remove or alter any copyright, trade mark or other notice on or forming part of the Solution or Documentation;
(g) create derivative works from, translate or reproduce the Solution or Documentation;
(h) publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;
(i) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution or Documentation to any third party, other than sub-licensing to a Licensed User for the Number of Licensed Users;
(j) decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
(k) attempt to circumvent any technological protection mechanism or other security feature of the Solution;
(l) permit any person other than Licensed Users to use or access the Solution or Documentation;
(m) intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
(n) share its Software account information with any other person and that any use of its account by any other person is strictly prohibited. The Client, must immediately notify Ascendr of any unauthorised use of it or its User’s account, password or email, or any other breach or potential breach of the Software’s security;
(o) use the Solution for any purpose other than for the purpose for which it was designed, such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
(p) act in any way that may harm Ascendr’s reputation or that of associated or interested parties or do anything at all contrary to the interests of Ascendr or the Solution.
4.4 CLIENT DATA
By providing or posting Client Data, the Client represents and warrants that, and must ensure that all Users make equivalent representations and warranties:
(a) the Client is authorised to provide the Client Data;
(b) the Client Data is accurate and true at the time it is provided;
(c) the Client Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
(d) the Client Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
(e) the Client Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
(f) the Client Data does not breach or infringe any applicable laws.

5. Changes

(a) Where there are any changes or additions to the Key Details (including changes to the Solution or Number of Licensed Users) which alter the scope set out in the Key Details (whether at the Client’s request or Ascendr’s suggestion) (Changes), the Client must pay a ‘change in scope fee’, in an amount reasonably determined by Ascendr (Change Fee).
(b) Ascendr may also determine any other terms relating to the Change Fee, including the timing for which the Client will be invoiced for the Change Fee (Change Fee Terms).
(c) Ascendr will only be required to perform Changes, if:
(i) both parties agree in writing for Ascendr to perform the Changes; and
(ii) the Client confirms in writing that they accept the relevant Change Fee and the Change Fee Terms.
(d) The same standards, warranties, and indemnities apply to the Changes as apply to the original Key Details.
(e) For the avoidance of doubt, any change to the Key Details that is reasonably considered by Ascendr to be a change in the scope of the Key Details, will be considered a Change.

6. Third Party Software And Terms

(a) The Client acknowledges and agrees that third party terms and conditions (Third Party Terms) may apply to use of the Solution.
(b) The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution and Ascendr will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
(c) Ascendr will endeavour to notify the Client of Third Party Terms that apply to the Solution, in which case:
(i) the Client must immediately notify Ascendr if it does not agree to such Third Party Terms; and
(ii) if Ascendr does not receive a notice in accordance with clause 6(c)(i), the Client will be taken to have accepted those Third Party Terms, and Ascendr will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
(d) The Client acknowledges and agrees that if it does not agree to any Third Party Terms, this may affect Ascendr’s ability to meet any agreed schedules for delivering the Solution.
6.2 THIRD PARTY SOFTWARE
(a) The Client acknowledges and agrees that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. Ascendr cannot guarantee that integration processes between the Software and other software programs or IT systems will be free from errors, defects or delay.
(b) The Client agrees that Ascendr will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if the Client integrates it with third party software, or changes or augments the Software, including by making additions or changes to the Software code or by incorporating APIs into the Software.
(c) If the Client adds third party software or software code to the Software, integrates the Software with third party software, or make any other changes to the Software, including the Software code (User Software Changes), then:
(i) the Client acknowledges and agrees that Client Solution Changes can have adverse effects on the Solution, including the Software;
(ii) the Client indemnifies Ascendr in relation to any loss or damage that arises in connection with the Client Solution Changes;
(iii) Ascendr will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;
(iv) Ascendr may require the Client to change or remove Client Solution Changes, at Ascendr’s discretion, and if Ascendr does so, the Client must act promptly;
(v) Ascendr may suspend the Client’s access to the Solution until the Client has changed or removed Client Solution Changes; and/or
(vi) Ascendr may change or remove any Client Solution Changes, in its absolute discretion. Ascendr will not be liable for loss of data or any other loss or damage the Client may suffer in relation to Ascendr’s amendment to, or removal of, any User Software Change.

7. Payment

7.1 FEES
(a) The Client must pay to Ascendr fees in the amounts and at the times set out in a Key Details, or as otherwise set out in the SaaS Agreement or agreed to in writing (Fees).
(b) All Fees are paid in advance and non-refundable for change of mind.
7.2 TIME FOR PAYMENT
Unless otherwise agreed in writing:
(a) if Ascendr issues an invoice to the Client, payment must be made by the time(s) specified on such invoice; and
(b) in all other circumstances, the Client must pay for all goods and services prior to the Solution being made available to the Client.
7.3 FAILURE TO PAY
Unless otherwise agreed, Ascendr may, in its absolute discretion:
(a) not provide any part of the Solution until the Client has paid any fees or deposit payable in respect of such Services; and
(b) withhold delivery of any part of or all of the Solution until the Client has paid the invoice in respect of the Solution.
7.4 VAT
Unless otherwise indicated, the Fees do not include VAT. In relation to any VAT payable for a taxable supply by Ascendr, the Client must pay the VAT subject to Ascendr providing a tax invoice.
7.5 ONLINE PAYMENT PARTNER
We may use third-party payment providers (Payment Providers) to collect payments of Fees. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.

8. Intellectual Property

8.1 CLIENT DATA
(a) The Client grants to Ascendr (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Data to the extent reasonably required to provide the Solution.
(b) The Client:
(i) warrants that Ascendr’s use of Client Data as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and
(ii) indemnifies Ascendr from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
8.2 ASCENDR IP
(a) Unless otherwise expressly agreed in a Key Details, the Client will not under this agreement acquire Intellectual Property Rights in any Ascendr IP or Developed IP.
(b) Any Developed IP will be solely and exclusively owned by Ascendr and vest in Ascendr immediately upon creation.
(c) Ascendr grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use Ascendr IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Solution.
8.3 DEFINITIONS
For the purposes of this clause 8:
(a) “Developed IP” means any materials produced by Ascendr in the course of providing the Solution including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
(b) “Ascendr IP” means all materials owned or licensed by Ascendr that is not Developed IP and any Intellectual Property Rights attaching to those materials.

9. Confidentiality And Restraint

9.1 CONFIDENTIALITY
(a) Except as contemplated by this agreement, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
(b) This clause does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
(ii) information required to be disclosed by any law; or
(iii) information disclosed by a party to its subcontractors, employees or agents for the purposes of fulfilling its obligations under this agreement (Additional Disclosees).
9.2 BREACH
If either party becomes aware of a suspected or actual breach of this clause 9 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach.

10. Privacy And Data Protection

10.1 CLIENT DATA
(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
(b) During and after the delivery of the Services, the Client agrees that Ascendr will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(i) Ascendr providing Services;
(ii) Ascendr and/or its subcontractors and third party suppliers use the contact details the Client and the Client’s representatives to send marketing materials or other publications;
(iii) Ascendr may process personal data concerning its other clients and contacts in other ways for its own business purposes;
(iv) Ascendr may process and transfer personal data as necessary to effect a re-organisation of its business; and
(v) Ascendr may share personal data with other legal or professional advisers used by us to provide the Client with legal or professional services.
(c) The Client’s instructions are taken to include the use by Ascendr, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
(d) By accepting this agreement the Client gives positive consent for Ascendr to obtain, store and process information about the Client as described in this clause 10.
(e) Each party shall comply with the terms of the Data Protection Legislation.
10.2 THIRD PARTY DATA
(a) During and after the delivery of Services, there may be limited occasions where Ascendr may process on the Client’s behalf as a processor any personal data the Client have provided to Ascendr. Ascendr will advise the Client in writing where Ascendr believes Ascendr may act as a processor and any such processing shall be in accordance with, and subject to, this clause 10.2 and 0.
(b) The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the processing, before providing Ascendr with personal data.
(c) The Client warrants, in relation to the personal information and all other data that it provides to Ascendr in connection with this agreement (Third Party Data), that:
(i) the Client has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
(ii) the Client is not breaching any Law by providing Ascendr with Third Party Data;
(iii) Ascendr will not breach any Law by performing the Services in relation to any Third Party Data;
(iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, the Client has notified Ascendr of this, and Ascendr has agreed to perform the Services in respect of that data (being under no obligation to do so); and
(v) Ascendr will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.
(d) The Client agrees at all times to indemnify and hold harmless Ascendr and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 10.2(a).
(e) The Client and Ascendr acknowledge that in respect of any Third Party Data and for the purposes of the Data Protection Legislation, the Client is the controller and Ascendr is the processor.
(f) The Client and Ascendr will comply with the Data Protection Legislation.
(g) Ascendr shall, in relation to any Personal Data processed in connection with this clause 10.2
(i) process that Personal Data only on written instructions of the Client as updated from time to time;
(ii) keep the Personal Data confidential;
(iii) comply with the Client’s reasonable instructions with respect to processing Personal Data;
(iv) not transfer any Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, Ascendr ensures that:
(A) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or
(B) there are appropriate safeguards in place for the transfer of Personal Data; or
(C) binding corporate rules are in place; or
(D) one of the derogations for specific situations applies to the transfer;
(v) assist the Client at the Client’s cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
(vi) notify the Client without undue delay on becoming aware of a Personal Data breach or communication which relates to Ascendr’s or Client’s compliance with the Data Protection Legislation;
(vii) at the written request of the Client, delete or return Personal Data (and any copies of the same) to the Client on termination of this agreement unless required by the Data Protection Legislation to store the Personal Data; and
(viii) maintain complete and accurate records and information to demonstrate compliance with this clause 10.2 and allow for audits by the Client or the Client’s designated auditor.
(h) Ascendr shall ensure that they have in place appropriate technical or organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:
(i) pseudonymising and encrypting Personal Data;
(ii) ensuring confidentiality, integrity, availability and resilience of its systems and services;
(iii) ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and
(iv) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.
(i) The Client agrees that any subcontractor appointed under clause 3.6 is a third-party processor of Personal Data under this agreement.

11. Warranties

11.1 SERVICE LIMITATIONS
The Solution is made available to the Client strictly on an ‘as is’ basis. Without limitation, the Client acknowledges and agrees that Ascendr cannot guarantee that:
(a) the Solution will be free from errors or defects;
(b) the Solution will be accessible at all times;
(c) messages sent through the Solution will be delivered promptly, or delivered at all;
(d) information received or supplied through the Solution will be secure or confidential; or
(e) any information provided through the Solution is accurate or true.
11.2 CORRECTION OF DEFECTS
(a) Ascendr will correct any errors, bugs or defects in the Solution which arise during the Term, and which are notified to Ascendr by the Client unless the errors, bugs or defects:
(i) result from the interaction of the Solution with any other solution or any computer hardware or services not approved in writing by Ascendr;
(ii) result from any misuse of the Solution; or
(iii) result from the use of the Solution by the Client other than in accordance with this agreement or the Documentation.
(b) The Client agrees to provide Ascendr and its Personnel reasonable access to its premises, Personnel and IT systems to assist Ascendr in correcting any defects in the Solution.
11.3 EXCLUSION OF OTHER WARRANTIES
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.

12. Liability

(a) (Liability) To the maximum extent permitted by applicable law, Ascendr limits all liability in aggregate of all claims to the Client (and any third parties who encounter the services or goods through the Client’s business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by Ascendr to the amount paid by the Client to Ascendr in the 3 months preceding the date of the event giving rise to the relevant liability.
(b) (Indemnity) The Client indemnifies Ascendr and its employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through the Client’s business) arising from the Client’s or the Client’s employee’s, client’s, contractor’s or agent’s:
(i) breach of any third party intellectual property rights;
(ii) breach of any term of this agreement;
(iii) negligent, wilful, fraudulent or criminal act or omission; or
(iv) use of the Solution.
(c) (Consequential loss) To the maximum extent permitted by law, under no circumstances will Ascendr be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by Ascendr.
(d) (Unfair Contract Terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
(e) Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.

13. Upgrades And Downgrades

(a) The Client may notify Ascendr that it would like to upgrade or downgrade its Subscription Tier at any time.
(b) If the Client provides an upgrade notice under clause 13(a), Ascendr will issue an invoice to the Client for the difference in Fees between those Fees paid by the Client, and the Fees payable for the new Subscription Tier (on a pro rata basis, for the remainder of the Term.
(c) Upon payment of the invoice issued pursuant to clause 13(b), Ascendr shall as soon as reasonably possible, upgrade the Subscription Tier of the Client to the relevant Tier.
(d) If the Client chooses to downgrade its Subscription Tier, the change (including but not limited to the new Subscription Fees) will kick in at the start of the next Term unless Ascendr notifies the Client otherwise. Ascendr does not pro-rate downgrades in between Terms, however Ascendr reserves the right to from time to time.
(e) These Terms will be taken to be amended in accordance with any changes agreed in accordance with this clause 13.

14. Termination

14.1 TERMINATION BY ASCENDR
(a) Ascendr may end this agreement by providing notice to the Client.
(b) This agreement will end 10 business days after the day the notice is sent (the End Date).
14.2 TERMINATION FOR BREACH
(a) If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party.
(b) The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.
(c) The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).
(d) After the Rectification Period, the Notifying Party will:
(i) if the Breach has been successfully rectified, notify the other party that the agreement will continue; or
(ii) if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).
(e) Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed.
(f) Any disputes regarding termination under this clause must be dealt with in accordance with clause 15. The indemnities, warranties and liability caps in clause 12 will apply to any disputes and resulting claims.
(g) Where the Notifying Party is Ascendr and Ascendr provides a Termination for Breach Notice, Ascendr will provide along with such notice, an invoice for any Outstanding Amounts. The Client will pay the Outstanding Amounts to Ascendr within 10 Business Days after the Termination for Breach Notice is provided, unless the parties otherwise agree in writing to a payment plan.
14.3 OTHER CONSEQUENCES FOR TERMINATION
If this agreement ends, in addition to the specific consequences set out in clause 14.1 or 14.2 (as applicable), the parties will:
(a) return all property and Confidential Information to the other party;
(b) where applicable, the Client must remove the Software from all its computer systems;
(c) comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation clauses 12 and 8; and
(d) stop using any materials that are no longer owned by, or licensed to, them under clause 3.3 and 8.
14.4 DATA BACKUP
(a) Upon termination or expiry of this agreement, Ascendr may delete data and material associated with the Client, including Client Data, 10 days after the end of the Term.
(b) Ascendr will not be able to recover any such data or content more than 14 days after the end of the Term, so it is recommended that the Client backs up anything important to it.
(c) Ascendr will not be responsible to the Client, or any user, for, and Ascendr expressly disclaims any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of this agreement and any loss of data.

15. If The Parties Have A Dispute

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

16. Notices

(a) Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Key Details and the email’s subject heading must refer to the name and date of this agreement.
(b) If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
(c) The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

17. Force Majeure

(a) A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strike or other industrial action;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) decision of a government authority in relation to COVID-19, or other epidemic or pandemic,
to the extent the occurrence affects the Affected Party’s ability to perform the obligation.
(b) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(c) Subject to compliance with clause 17(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
(d) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

18. General

18.1 GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

19. Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
19.2 AMENDMENTS
This agreement may only be amended in accordance with a written agreement between the parties.
19.3 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
19.4 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
19.5 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
19.6 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
19.7 COUNTERPARTS
This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
19.8 COSTS
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
19.9 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
19.10 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation;
(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(k) (currency) a reference to £, or “GBP”, is to pound sterling currency of Great Britain, unless otherwise agreed in writing.

20. Definitions

In this agreement, capitalised terms have the meaning given to them in a Key Details, and the following phrases have the meaning set out below.

Term	Definition
Business Day	means a day, other than a Saturday, Sunday or Public Holiday in London, England.
Confidential Information	means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
Client Data	means files, data, information or any other materials, which is uploaded or inserted to the Software, or otherwise provided to Ascendr, by the Client or its Licensed Users, and includes any Intellectual Property Rights attaching to such materials.
Documentation	means all manuals, help files and other documents supplied by Ascendr to the Client relating to the Solution, whether in electronic or hardcopy form.
EULA	means the End User Licence Agreement in Schedule 1.
Fees	has the meaning given in clause 7.1(a) and includes the Setup Fee and Annual Fee set out in a Key Details.
Intellectual Property Rights	means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
Key Details	means the table at the beginning of the customer’s signed SaaS agreement titled “Key Details”.
Licensed User	means a user of the Solution and Documentation who has been validly granted access to the Software and Documentation by the Client in accordance with clause 3.2.
Personnel	means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
SaaS Agreement	means the order form signed by the customer upon initiating services with Ascendr, which outlines the key details of the services being purchased, including, but not limited to, service descriptions, pricing, duration, and specific terms applicable to the services agreed upon.
Solution	has the meaning given in clause 3.1(a).
User	means the Client’s Licensed Users, its Personnel, and any other third party who are granted access to the Software or Documentation by the Client, its Licensed Users or its Personnel.