DIGITAL SCIENCE GENERAL TERMS & CONDITIONS

In consideration for the mutual promises and obligations contained in the Agreement, the parties agree as follows:

 

1. Structure

From time to time, we may agree to provide certain products, data and services to you by signing an Order Form.  Each Order Form, together with the associated Special Module Terms, once agreed by both parties, will form a separate contract incorporating these General Terms, as applicable, to the exclusion (to the maximum extent permitted by applicable law) of all other terms and/or conditions which you may purport to apply, including under any purchase order or similar document, even if they do not explicitly contradict these General Terms.

2. Use of the Products, Data and Services

You shall only use and permit the use of the Products, Data and Services in the manner, to the extent, and for the period and purposes, expressly set out in the Agreement. Save to the extent specifically provided, all such use shall be for your internal purposes.

You shall not, and shall ensure that none of the End Users (if applicable) shall, do or assist, encourage or permit any person to do any of the following: (a) copy, modify, adapt or create derivative works of any part of the Products and/or Services; (b) make available, distribute, sell, rent, lease, license, frame, commercialize or use for the benefit of any other person (including as part of a service bureau arrangement) any part of the Products and/or Services, or use any part of the Products and/or Services to develop, or otherwise in connection with, a product or service which competes with any of the products and/or services we offer; (c) attempt to bypass any measure we may use to prevent or restrict access to the Products and/or Services, nor access or use the same in a way or using means not made available by us for that purpose; or (d) decipher, decompile, disassemble, reverse engineer or attempt to derive any source code or underlying ideas or algorithms of, any part of the Products and/or Services save to the extent permitted by applicable law having first notified us in writing. The foregoing restrictions shall also apply (where the context permits) to any Data, save to the extent expressly set out in the relevant Special Module Terms and you shall not use any automated means, including robots, scripts, or spiders to access, monitor, crawl, scrape or mine the Data except those expressly authorized by us in advance in writing.

If we have reason to believe you are not complying with the above restrictions or the terms of any license granted under the Agreement, we may suspend access to the relevant Product, Data and/or Service and you shall give us access on reasonable notice to such systems, premises and information as we may reasonably request to assess such compliance, provided we shall take reasonable steps to minimize any interruption to you.

3. Our Intellectual Property Rights

Nothing in the Agreement shall operate to transfer ownership of any Intellectual Property Rights in the Products, Data or Services, or prevent or restrict the use of any techniques, methods, ideas and know-how that we may acquire during the performance of the Agreement, provided such use does not result in the use or disclosure of any of your Confidential Information in breach of clause 10 of these General Terms.

We warrant to you that we own or are licensed to use the Products, Data and Services.

If we grant you any rights to use our trademarks, you shall only use such trademarks in accordance with any directions or guidelines we may give you, including as to the form and manner of their application; and such use will be for our benefit and you hereby assign by way of present and future assignment any goodwill that may accrue therefrom.  You shall not use our trademarks or confusingly similar trademarks save as expressly provided.

4. Fees, invoicing and payments

In consideration for the provision of the Products, Data and/or Services (as applicable), you shall pay us the fees specified in the relevant Order Form (the “Fees”).

Save as expressly provided, the amount of the Fees set out in the Order Form(s) shall be fixed for the relevant Initial Term and increase by three (3) per cent for each Renewal Period.  We may increase the Fees by more than three (3) per cent by giving you no less than ninety (90) days’ written notice prior to the expiry of the relevant Initial Term or (subsequent Renewal Period), such increase to apply with effect from the start of the relevant Renewal Period, and in such other circumstances as may be set out in the Special Module Agreement. If you do not agree to any such Fee increase, you may choose not to renew the Agreement in accordance with clause 7.

Unless otherwise agreed, the Fees shall be payable (annually, in the case of subscriptions) in advance, by bank transfer to such account as we may nominate from time to time, within thirty (30) days of receipt of an invoice and in the currency set out in the Order Form.

Interest shall be payable on overdue amounts at a daily rate of five (5) per cent. per annum above Bank of America’s base rate from the due date for payment until receipt of the outstanding amount (including any accrued interest) whether before or after judgment.  A failure to pay the Fees (in cleared funds) within sixty (60) days of the due date shall be considered an irremediable material breach of the Agreement for which we may suspend any part of the Products, Data and/or Services. You shall reimburse us on demand for any costs and expenses (including attorney’s fees and court costs) we may in incur in connection with the recovery of any overdue amounts, or the non-payment of any Sales Tax by you.

5. Taxes

The amounts set out in any Order Form(s) are net amounts and are exclusive of any sales tax (“Sales Tax”) and shall be paid free and clear of all deductions and withholdings, unless the deduction or withholding is required by applicable law. Any applicable Sales Tax shall be paid by you in addition to the amounts set out in any Order Form(s). If you are exempt from Sales Tax, you should immediately provide us with a duly authorised U.S. exemption certificate or such other official document or information as may be required by applicable law and/or any competent tax authority (“Required Exemption Information”) in order to allow us to refrain from the collection of Sales Tax from you. You expressly acknowledge and agree that in the absence of full and accurate Required Exemption Information, we are required to add Sales Tax to the Fees, collect it from you and then remit it to the relevant competent tax authority. Neither party is liable for any income taxes levied on the other party.

6. Limitation of liability

Nothing in the Agreement shall limit or exclude liability for: (a) a breach of clause 8; (b) your deliberate misuse of the Products, Data and/or Services or other wilful misconduct; (c) fraud or to the extent not otherwise permitted by applicable law; or (d) any Fees that have become due (and the other provisions of this clause 6 shall be construed accordingly).

Our total aggregate liability, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, arising under or in connection with the Agreement shall be limited to the amount of Fees paid or payable under the Agreement in the twelve (12) month period preceding the first event giving rise to liability claimed for.

Neither party shall have any liability whatsoever, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, under or in connection with the Agreement for: any loss of profits, revenue, business or savings, depletion of goodwill and/or similar losses, or loss or corruption of data; nor for any special, punitive, indirect or consequential loss. No claim may be brought by you more than twelve (12) months after it has arisen.

You shall reimburse us on demand for any costs and expenses (including attorney’s fees and court costs) we may incur in seeking to enforce our rights arising from your breach of the Agreement.

7. Term and Termination

The Master Agreement shall commence on the Effective Date and shall continue until terminated by either party on sixty (60) days’ written notice to the other. Termination of the Master Agreement shall have no effect on any Special Module Agreement.

Each Special Module Agreement shall commence on the relevant Start Date and continue for the relevant Initial Term, subject to earlier termination in accordance with the Special Module Agreement, and unless otherwise specified in the relevant Order Form shall automatically renew for successive twelve (12) month periods (each a “Renewal Period”), unless either party gives written notice to cancel the Special Module Agreement no less than sixty (60) days prior to the expiry of the relevant Initial Term or Renewal Period (as applicable).

A party may terminate the Agreement with immediate effect by written notice to the other party if the other party: (a) commits a material breach and, if such breach is remediable, fails to remedy that breach within thirty (30) days of being notified in writing to do so; (b) becomes unable to pay its debts when they fall due; or (c) where you are the other party, there is a “change of control” (meaning a sale of all or substantially all of an entity’s assets; any merger, consolidation or acquisition of an entity with, by or into another entity; any change in the direct or indirect ownership of 50% or more of voting capital stock in one or more related transactions; or  any change in the direct or indirect ability to direct or cause the direction of the management and operation of an entity, through the ownership of voting securities, contract or otherwise) or, on six (6) months’ notice in relation to a Product or Service that is being discontinued. A party may also terminate a Special Module Agreement in any additional circumstances set out therein.

Termination of the Agreement will be without prejudice to any rights of either party which may have accrued up to the date of termination. All provisions of the Agreement which are expressly or by their nature intended to survive termination of the Agreement shall so survive, including this clause and clauses 2, 6, 8, 10 and 20.

Unless otherwise expressly provided, you shall immediately cease using (and undertake not to use) the Products, Services and Data from termination of the Agreement and permanently delete or destroy all copies of the Data and our Confidential Information in your possession and control (and shall certify such deletion/destruction in writing upon our request).

8. Your Materials

This clause shall only apply if you (including your End Users and employees, agents and representatives) provide us with access to, share or otherwise make available (including via the Products and/or Services), content, systems, software, hardware, interfaces, documents, data, information or materials (“Your Materials”).

Nothing in the Agreement shall operate to transfer ownership of any Intellectual Property Rights in Your Materials to us.  You hereby grant to us (or shall procure the grant to us of) a non-exclusive license to use Your Materials to the extent reasonably necessary to enable us to perform our obligations and exercise our rights under the Agreement.

You warrant that the access, provision, processing, distribution or other use of Your Materials as contemplated by the Agreement will not infringe or otherwise violate the Intellectual Property Rights or other rights of any person.  You shall indemnify us (and respective employees, officers and agents) against any Loss suffered or incurred in connection with an actual or alleged breach of the foregoing, including arising from any third party claim of infringement or unauthorized use of Your Materials, provided this indemnity shall not apply to any Loss resulting from our breach of the Agreement.

9. Data protection

This clause shall only apply if Personal Information is provided or otherwise processed pursuant to the Agreement.

To the extent we process Personal Information on your behalf, we shall only do so to perform our obligations under the Agreement and otherwise in accordance with your instructions, and we shall maintain throughout the Term technical and organizational security measures designed to prevent any unlawful or unauthorized processing of such Personal Information. We may otherwise process Personal Information in accordance with the privacy policy applicable to the Product or Service (available on the website applicable to that Product or Service) in respect of which it was originally processed. You shall ensure that any individuals whose Personal Information you provide has consented to its transfer and other processing as set out in the Agreement.

10. Confidentiality

Each party: shall not at any time disclose or make available the Confidential Information of the other party to any person or use it for any purpose other than to the extent reasonably required to perform its obligations under the Agreement; and shall ensure that any person to whom it discloses the other’s Confidential Information complies with the obligations set out in this clause 10.

Each party shall hold the Confidential Information of the other in confidence and shall use commercially reasonable efforts to protect and maintain the security and confidentiality of the same, taking such precautions as are at least as great as those it takes to protect its own confidential information.

Nothing in this clause shall: prevent a party from disclosing any Confidential Information to the extent required by applicable law, or a court or regulatory body of competent jurisdiction, provided it uses reasonable efforts (if permitted by law) to notify the disclosing party and gives the disclosing party a reasonable opportunity to challenge the disclosure; nor be deemed to have the effect of limiting any pre-existing duties of confidentiality you might owe to us.

11. Your general obligations

You shall: (a) provide us with reasonable co-operation, access and information as we may require, in order for us to perform our obligations under the Agreement, and carry out such acts or things on which that performance is dependent as we may reasonably request; (b) in using the Products, Data and Services and otherwise, comply at all times with all applicable laws, including those relating to anti-bribery, anti-corruption and export controls, and all applicable user manuals/guidelines; (c) ensure that the End Users (as applicable) fully comply with the terms and conditions of the Agreement; (d) keep and maintain full and up-to-date back-up copies of Your Materials; (e) not remove, suppress or modify in any way the proprietary markings, including any trademark or copyright notice, used in relation to any of the Products, Data and/or Services (including on any output generated through their use); and (f) report to us any suspected material breach of the Agreement as soon as reasonably practicable so we may take steps to remedy or mitigate the same.

12. Security

You shall use all commercially reasonable efforts to prevent unauthorized access to or use of the Products, Data and/or Services via your networks, devices or systems and shall comply with any security policies and procedures relating to such access or use of which we make you aware of from time to time.

You shall not knowingly distribute or otherwise transmit, and shall use all commercially reasonable efforts to prevent the transmission, of any viruses, malware or other harmful code to or via the Products and/or Services.

If you become aware of any unauthorized use or other security breach relating to any part of the Products, Data or the Services, you shall immediately notify us in writing and shall provide such assistance as we may reasonably request to investigate and stop such unauthorized use or breach, and to prevent its recurrence.

You shall ensure that any Access Details are kept secret and not used by more than one person, unless expressly permitted by us, and where Access Details are assigned to a particular individual, they are only used by that individual. You shall immediately notify us if you become aware of any unauthorized disclosure or use of the Access Details, which we may suspend or de-activate if we consider it is reasonable to do so.

13. Additional Services

From time to time, we may agree to provide integration, configuration, consultancy or other additional services (“Additional Services”) by signing a statement of work substantially in the form of the Annex to these General Terms (“SOW”).  Each such SOW shall: (a) describe the Additional Services, any Deliverables and related acceptance criteria; (b) set out the charges for the Additional Services; (c) form a separate contract incorporating the General Terms (to the extent applicable); and (d) only become effective when duly signed on behalf of both parties (or their respective Affiliates, if applicable) and provided that, at the time of signature, the Master Agreement has not expired or terminated.

In addition to the payment of the Fees set out in the SOW, unless otherwise specified, you shall reimburse our reasonable expenses incurred in respect of any agreed site visit.

You acknowledge that the provision of the Additional Services will be dependent on the proper and timely performance of the duties, responsibilities and other obligations assigned to you, and the accuracy of any assumptions, as set out in the relevant SOW.

You shall not unreasonably withhold or delay the acceptance of any Deliverable, including if it meets the specifications and other acceptance criteria in all material respects.  Within ten (10) Working Days (the “Acceptance Period”) of a request to do so (which may be by e-mail), you shall provide written confirmation that: (a) you have accepted the Deliverable(s); or (b) if you do not consider that the relevant acceptance criteria have been satisfied in all material respects, you have not accepted the Deliverable(s), together with full details of that non-compliance, and the parties shall discuss and resolve the issue as soon as reasonably practicable.

You will be deemed to have accepted a Deliverable if: (a) you fail to notify us in writing of your assessment of a Deliverable within five (5) Working Days of a written reminder from us (which may be by e-mail) requesting such acceptance, having already failed to provide such assessment within the Acceptance Period; or (b) where a Deliverable is software, by using that Deliverable in a production environment.

We hereby grant to you a non-exclusive, non-transferable, personal right to use the Deliverables during the Term solely for the internal purposes for which they are provided. If you require additional rights to any Deliverable, such rights will be subject to a separate agreement, which we will act reasonably to agree.  If Deliverables include configurations, customizations, interfaces, modifications, adaptations or derivatives to, extracts from, or are intended to be combined with, our Products, Data and/or Services, you may only use those Deliverables in the same way and on the same terms as the relevant Product, Data and/or Service. Where a Deliverable is software, access to or use of the source code will not be permitted and will require a separate agreement, which we will act reasonably to agree.

You shall provide such assistance, access (including to the systems used by you) and information as we may reasonably request for the performance of our obligations under the Agreement (in addition to any support, facilities and information specifically set out in any SOW).

We shall not be deemed to be in breach of the Agreement or otherwise liable to you for any failure or delay in the performance of our obligations under the Agreement if such failure or delay arises from any act or omission of you (including your staff, agents or sub-contractors), including any incompleteness or other deficiency in any information you provide but which you did not specifically bring to our attention in writing prior to the Start Date. Any timescales for the performance of our obligations shall be extended to take account, and we may charge you for additional time, effort and costs we reasonably incur as a result, of such act or omission.

14. Force majeure

Neither party shall be liable for any delay in performing, or failure to perform, its obligations under the Agreement if such delay or failure arises from a Force Majeure Event. If a delay is caused, the affected party shall be entitled to a reasonable extension of time for performing its obligations. If the period of delay or non-performance continues for sixty (60) days, either party may terminate the Agreement by giving thirty (30) days' written notice to other party which shall take effect only if the circumstances delaying or preventing performance exist at the expiry of that notice period.

15. Public statements

In respect of each Product and/or Service, we may publicly refer to you as a customer, including: as part of a simple, one-page press-release, the content of which will be subject to your approval (not to be unreasonably withheld or delayed); and on our website and presentational material, provided such reference accurately reflects the nature of the relationship and that any use of your trademarks is in accordance with your reasonable guidelines given as to the form and manner of their use.

16. Miscellaneous

You must not directly or indirectly employ or engage or solicit for employment or engagement any of our personnel involved in the performance of our obligations hereunder, during the Term and for twelve (12) months thereafter. Employment resulting from a response to a general public advertisement or search engagement not specifically targeted at the relevant personnel shall not be precluded.

Certain of our Products and Services may allow End Users to make suggestions or other contributions to us, which you shall ensure we are free and authorized to use.

We shall ensure that any person to whom we subcontract our obligations under the Agreement (to whom we may sublicense our rights for that purpose) shall fully comply with the terms and conditions of the Agreement and we shall be liable for their acts and omissions as if they were our own.

We shall not unreasonably withhold our agreement to a written request by you for an Affiliate to purchase Products and Services under the Master Agreement provided you ensure that the Affiliate fully complies with the terms and conditions of the Agreement and you shall be liable for their acts and omissions of as if they were your own.

Where our Products and/or Services include links to third party websites, content and other resources, these are provided for convenience only and any access to, use of and/or reliance upon such resources is done entirely at your own risk and we disclaim all liability arising therefrom.

Certain parts of the Data will have been obtained from third parties over which we have no control - as a result, it will be added to, updated and/or parts excluded from time to time. If we exclude Data in response to a request from a third party, you shall cease using (and delete all copies in your possession or control) that Data upon a written request from us.

17. Notices

Any notice required to be given under the Agreement shall be in writing and may be delivered by hand or sent by registered mail to the other party at the address set out on the Master Order Form, or such other address as may have been notified in writing by that party for such purpose, or if the notice is in respect of a Product, Data or Service, sent by e-mail to the other party’s e-mail address in the relevant Order Form  (provided in the case of any notice to be sent in respect of any legal proceedings, a copy shall also be sent by hand or registered mail and marked for the attention of the Legal Department) and shall be deemed to have been duly given or made, if delivered by hand, upon delivery, if sent by registered mail, on the recorded date of receipt, or if sent by e-mail when actually received by the intended recipient in readable form. We may give you notice of information that is not specific to you or the Agreement by posting on a support, status or other webpage related to that Product, Data or Service.

18. Dispute resolution

The parties shall seek to resolve any dispute in relation to the Agreement by good faith discussions between: (a) the representative of each party named on the Order Form to which the dispute relates, and if they cannot resolve the dispute within twenty (20) Working Days of the dispute being referred to them in writing; then (b) a representative of the executive management of each party, who shall meet to resolve the dispute and if they cannot resolve the dispute within a further ten (10) Working Days, this process shall be deemed exhausted and either party may refer the matter to the courts.

19. General

In the event of a conflict between these General Terms, any Special Module Terms and/or any Order Form, the order of precedence shall be: the second/third paragraphs of clause 6 of these General Terms; and then the Special Module Terms (in respect of the Products, Data and/or Services to which they apply), the General Terms and then the Order Form, save that where an Order Form expressly modifies a specific term, the Order Form shall prevail in that respect only.

Neither party may assign, encumber, sub-license (save as expressly provided) or otherwise transfer or deal with in any way any of its rights and/or obligations under the Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), save that we shall be free to assign our rights and transfer our obligations to an Affiliate or purchaser of the part of the business to which the Agreement relates.

Nothing in the Agreement and no action taken by the parties pursuant to the Agreement is intended to or shall operate to create a partnership association, joint venture or other cooperative entity or relationship of employer and employee between the parties, nor authorize 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.

Other than the Affiliates of Digital Science (which are intended to benefit from the Agreement, notwithstanding their consent will not be required to vary the Agreement), a person who is not a party to the Agreement has no right to enforce any part of the Agreement.  Any rights granted to you under the Agreement are personal to you, and shall not be considered granted or sub-licenseable to any other person, including your Affiliates or associates.

Save as expressly provided, the Agreement may be varied only by a document signed by both parties. The Agreement may be executed in any number of counterparts which together shall constitute one agreement. A waiver in respect of the Agreement shall only be effective if in writing and shall only apply to the specific circumstances for which it is given. No failure or delay by a party to exercise any of its rights under the Agreement shall operate as a waiver thereof. If any provision of the Agreement is or becomes for any reason whatsoever invalid, illegal or unenforceable, it shall be divisible from the Agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected in any way.

Save in the case of fraud, each party acknowledges that: the Agreement together with any other documents referred to in it (together the "Contract") constitutes the entire and only agreement between the parties relating to the subject matter of the Contract; and it has not been induced to enter into the Contract in reliance on any representation or other statement of any nature whatsoever other than those set out in the Contract. Without limiting the foregoing, save to the extent expressly set out in the Agreement, the Products, Data and Services are provided “as is” without any representation, condition or warranty of any kind to the maximum extent permitted by applicable law and we make no warranty that (without limitation) the use of our Products, Data and Services shall be uninterrupted or that they will be accurate, complete, error free, non-infringing or fit for a particular purpose. The Products, Data and Services are made available for general guidance and illustrative purposes only and any reliance placed on any of them is done entirely at your own risk.

The parties agree and acknowledge that damages alone may not be an adequate remedy for your breach of the Agreement and that we shall be entitled, without proof of actual damages, posting bond or giving any undertaking, to the remedies of injunction or other equitable remedy for any threatened or actual breach of the Agreement in any court of competent jurisdiction.

20. Governing law and jurisdiction

Subject to the final paragraph of clause 19, the Agreement and any disputes or claims arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof, and may be brought by us in any federal or state court located in the County of New York, State of New York.

Definitions and interpretation

In the Agreement, the following terms shall, unless the context otherwise requires, have the meanings below. Where the same term is defined in any Special Module Terms, the meaning given in the Special Module Terms shall apply in respect of those Special Module Terms only.

Agreement: the Master Agreement or a Special Module Agreement, as the context requires.

Access Details: the unique user name(s) and password(s), key(s), pin(s) or similar provided by us to you and/or an End User for the purpose of providing access to the relevant part of the Products and/or Services.

Affiliate: any: (a) person which, directly or indirectly, controls, is controlled by or in under common control with us or, respectively, you; and in relation to Digital Science (b) any person in which a person referred to in (a) has a direct or indirect ownership interest.

Confidential Information: information which is identified as confidential or otherwise of a confidential nature (including all trade secrets and information of commercial value) but shall not include any information which: is or becomes publicly known other than through any act or omission of the receiving party except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information; was in the receiving party's lawful possession before the disclosure without restriction on disclosure; is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or is independently developed by the receiving party, which independent development can be shown by written evidence.

Data: all information and data provided, developed or made available by us (and including all data accessible within or made available via the Products and/or Services) and derived therefrom, but excluding Your Materials.

Deliverable: any work product to be delivered to you and created by us specifically for you as a part of the Additional Services, as set out in an SOW.

Effective Date: as defined in the Master Order Form.

End User: an individual end user who has been authorized by you to access and use the Products and/or Services or who accesses and uses the Products and/or Services using your systems or via an IP address that is registered or controlled by you.

Force Majeure Event: any circumstance beyond a party’s reasonable control and including any act of God, industrial action, failure with the internet or telecommunications networks or other infrastructure, act of government, change in law, war, terrorism or embargo.

General Terms: as defined in the Master Order Form.

Intellectual Property Rights: patents, trademarks, designs rights, trade and business names, rights in trade dress, domain names, copyrights, goodwill, the right to use and protect confidential information and know-how, database rights, and other intellectual property rights in each case whether registered or unregistered (including all rights to apply for and be granted renewals, extensions and rights to claim priority from, such rights and any similar forms of protection) which subsist, or will subsist, now or in the future in any part of the world.

Loss: any and all liabilities, losses and damages, claims, actions, costs (including reasonable legal fees), charges and expenses of any nature whatsoever.

Master Agreement: the General Terms and the Master Order Form.

Master Order Form: the order form entitled “Digital Science Master Order Form” and signed by both parties.

Order Form: an order form for the provision of the Products, Data and/or Services and signed by both parties.

Personal Information: information that can be used on its own or with other information to identify, contact, trace, or locate an individual, or to identify an individual in context, such as name, social security number and date/place of birth.

Products: the platforms, applications and other products we agree to make available to you as set out in an Order Form, as such products are further described in the relevant Special Module Terms, and any configurations, customizations, interfaces, modifications, adaptations or derivatives that we may develop for and/or make available to you in respect of such platforms, applications or other products.

Services: the services we agree to provide to you as set out in an Order Form, as such services are further described in the relevant Special Module Terms.

Special Module Agreement: Special Module Terms and the attached Order Form (which shall incorporate the General Terms) or an SOW (which shall incorporate the General Terms) as the context requires.

Special Module Terms: in respect of a Products and/or Service, the specific terms and conditions related to that Product and/or Service.

Start Date: as defined in the Order Form attached to the relevant Special Module Terms or in the SOW.

Term: in respect of: (a) the General Terms, the term as defined in the first paragraph of clause 7; (b) the Special Module Terms, the Initial Term defined in the relevant Order Form, in each case together with any Renewal Period; and (c) an SOW, as defined therein.

Working Days: Monday to Friday excluding Federal holidays or, in respect of maintenance and support, public holidays in the jurisdiction from which that maintenance and support is provided.

In the Agreement, unless otherwise specified, reference to: (a) a party means a party to the Agreement and includes its permitted assignees and/or the successors in title to that part of its undertaking which includes the Agreement; (b) a person or entity shall include references to individuals, bodies corporate, unincorporated associations, partnerships, charities and any other entity having legal capacity; (c) any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended; (d) words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders; (e) “includes” and “including” shall mean including without limitation and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words; (f) use for “internal purposes”, “internal business purposes” or similar shall mean use for internal operations and (without limitation) shall in no circumstances include any use which would breach the restrictions referred to in clause 2(b); and (g) clauses, annexes or schedules are to clauses, annexes and schedules to the Agreement.

 

 

 

 

Annex

Form of Statement of Work (SOW)

SOW #[insert consecutive number] – [insert customer name] - dated ………………

The provision of the services and deliverables described in this SOW shall be governed by the “Digital Science General Terms and Conditions” either previously agreed with you or attached to this SOW, which shall be incorporated herein. Those terms shall apply to the exclusion of any other terms and/or conditions, including under any purchase order or similar document.

Capitalised terms in this SOW will have the meanings given in the General Terms unless otherwise defined or the context requires.

 

[INSERT SOW]

 

[Signatures]