This agreement is entered into between Friendly Score UK Limited incorporated and registered in England and Wales with company number 09168668 whose registered office is at 52 Brook Street, 1st Floor Mayfair, London, England, W1K 5DS (“Friendly Score”) and the party identified on the relevant registration form on the Platform (the “Client”).
1.1. The definitions and rules of interpretation in this clause apply in this agreement.
Additional Services: software development or other information technology services other than the provision and standard support of the Platform which may be ordered by the Client in accordance with Clause 5.
Authorised Users: those employees of the Client who are authorised by the Client to use the Platform.
API: is an application programming interface, a tool which makes it possible for the software to access information from the software of any third party, such as bank.
Account Information: means, in relation to a Customer, personal and financial information held by third party providers, access to which by the Agent and Friendly Score is authorised by the Customers.
Account Information Services: has the meaning given to it in regulation 2(1) of the Payment Services Regulations 2017.
Agent: means Friendly Score’s agent appointed for the purposes of carrying out the Account Information Services, details of which are set out in the Friendly Score’s customer terms of business.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: means charges for the Services as agreed between the parties in writing.
Confidential Information: any and all secret or confidential information (including without limitation, information which falls into any of the following categories, where the information is reasonably expressed to be confidential or ought reasonably to be known to be confidential: commercial; financial; marketing; technical; information, together with know-how, trade secrets and other information in written, electronic or any other form or medium), whether disclosed before, on or after the date of this agreement;
Customer: an individual that is using the Platform for the purpose of obtaining data and analytics services or is a customer or potential customer of the Client in respect of whom the Client has decided to obtain the data and analytics services.
Data Protection Legislation: the General Data Protection Regulation 2016/679 (“GDPR”) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (and all applicable laws which replace it, including the e–Privacy Regulation) and shall include, where applicable, the guidance and codes of practice issued by the Information Commissioner (or data protection authority which replaces it) and all local applicable laws and regulations where these apply relating to the processing of personal data and privacy. Any reference in this agreement to “data controller”, “data processor”, “data subjects”, “personal data”, “process”, “processed”, “processing” and “supervisor authority” shall have the meaning set out in, and will be interpreted in accordance with such laws.
Friendly Score Customer Data: means data in relation to a Customer that is on the Platform other than as a result of the Client Interface.
Client Interface: the Client’s application program interface, mobile application, URL, widget, or any other link or Client controlled system that interfaces to the Platform to allow the Client to receive data and analytics on Customers of the Client.
Client Data: the data inputted by the Client, Authorised Users, for the purpose of using the Platform or facilitating the Client's use of the Platform, including data in respect of the Client’s Customers subject to the Client Interface. For the avoidance of doubt Client Data shall not include the Friendly Score Customer Data.
Data and Analytics Services means the data and analytics services provided by Friendly Score in accordance with clause 3 below.
Documentation: any information made available to the Client by Friendly Score online or in hard copy including borrower reports, user training guides or additional information via websites notified by Friendly Score to the Client from time to time which sets out a description of the Platform and the user instructions for the Platform.
Effective Date: the date specified the Client registers to use the Platform.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Platform: the data and analytics platform operated by Friendly Score at www.friendlyscore.com, the mobile application available on Apple Store, or such other location as updated by Friendly Score from time to time and any data and analytics that is created via such platform.
Services: means Account Information Services, Additional Services, Data and Analytics Services and any other services provided by Friendly Score to the Client.
Subscription Term: has the meaning given in clause 14.1.
Tool: means the tool provided by Friendly Score for the purpose of enabling the Customers to share their Account Information with the Client.
User Subscriptions: the user subscriptions which entitle Authorised Users to access and use the Platform and the Documentation in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9. A reference to writing or written includes faxes but not e-mail.
1.10. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2.1. Friendly Score shall, during the Subscription Term, provide the Platform and make available the Documentation to the Client on and subject to the terms of this agreement. Friendly Score reserves the right, but shall not be obliged, to update and/or make changes to the Platform from time to time as set out in this clause 2.
2.2. Friendly Score shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:
(a) planned maintenance as notified to the Client from time to time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that Friendly Score has used reasonable endeavours to give the Client notice in advance.
Data Analytics Services
Friendly Score will provide data analytics services to the Customers;
(a) that have registered via Friendly Score’s Platform; or
(b) that are Customers of the Client where the Client has requested data and analytics via the Client Interface.
Account Information Services
4.1. The transfer of Account Information through the API is subject to the following:
5.1. In the event that the Client requires any Additional Services to be carried out by Friendly Score it shall make a written request and Friendly Score will provide a quotation for the provision of the Additional Services based on its then current rates.
5.2. If the Client approves the quotation for Additional Services the parties will agree the terms on which the Additional Services will be provided and enter into a separate agreement for their provision.
Access to the Platform
6.1. Subject to the payment of the Charges and the Client complying with the other terms and conditions of this agreement, Friendly Score hereby grants to the Client a non-exclusive, non-transferable right to permit the Authorised Users to use the Platform and the Documentation during the Subscription Term solely for the purpose of the Client and its employees internal use as set out in this agreement.
6.2. In relation to the Authorised Users, the Client undertakes that:
(a) each Authorised User shall create a strong password for his use of the Platform and keep it secure;
(b) it shall notify Friendly Score when it would like to terminate an Authorised User’s right to access the Platform, for example when that Authorised User’s employment has ceased. Friendly Score shall then terminate such Authorised User’s access to the Platform accordingly;
(c) it shall notify Friendly Score as soon as is practicable when it reasonably believes that there has been unauthorised access to the Platform; and
(d) it shall be responsible for informing Authorised Users as to the Client policies and other user guidance with which it requires that such Authorised Users must comply (e.g. confidentiality including in relation to price sensitive information, systems, social media).
6.3. The Client shall not access, store, distribute or transmit any Viruses, or use of Platform:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm others including minors in any way or seek to groom or seek to influence minors inappropriately;
(d) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(e) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
(f) to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. Client must not attack the Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, Client may commit a criminal offence under the Computer Misuse Act 1990. Supplier will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing Client’s identity to them.
6.4. Friendly Score reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.
6.5. The Client shall not:
(a) access without authority, interfere with, damage or disrupt:
(i) any part of the Platform;
(ii) any equipment or network on which the Platform is stored;
(iii) any software used in the provision of the Platform; or
(iv) any equipment or network or software owned or used by any third party.
(b) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to create derivative works from, or distribute all or any portion of the Platform and/or Documentation in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(iii) except to the extent expressly permitted under this agreement, copy, modify, duplicate, create derivative works from, mirror, republish, download, display, transmit, or distribute all or any portion of the Tool and/or the API in any form or media or by any means; or
(iv) decipher, decompile, reverse assemble, disassemble, translate, reverse engineer or otherwise reduce to derive source code, algorithms, tags, specification, architecture, structure or other elements of the Tool and/or API, in whole or in part; or
(v) remove any Friendly Score mark, logo, trade name, copyright notice and/or any other proprietary notice from the Tool or the API,
(vi) interface or connect the API with any computer software or system, save for the Platform, without the prior written approval of Friendly Score;
(c) access all or any part of the Platform and Documentation in order to build a product or service which competes with the Platform and/or the Documentation;
(d) use the Platform and/or Documentation to provide services to third parties (other than as permitted by this agreement); and
(e) charge a Customer for using the data and analytics services provided by the Platform.
6.6. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Friendly Score.
6.7. The rights provided under this clause are granted to the Client only and shall not be considered granted to any subsidiary or holding company of the Client.
7.1. The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
7.2. Friendly Score is not obliged to store any Client Data or Information on the Client’s behalf and the Client shall be solely responsible for ensuring that it has copies of any information which it uploads to the Platform that it requires for back-up and/or any other purposes.
7.5. Without prejudice to Clause 7.4:
(c) neither party will transfer the Customer Personal Data outside the EEA;
(d) the parties each agree to provide such assistance as is reasonably required to enable the other party to comply with requests from Customers to exercise their rights under the Data Protection Legislation within the time limits imposed by the Data Protection Legislation;
(e) the Client shall not retain or process Customer Personal Data for longer than is necessary to carry out the purposes notified to the Customer in accordance with the Data Protection Legislation, provided that the Client may continue to retain Customer Personal Data in accordance with any applicable statutory retention periods;
(f) the parties undertake to have in place appropriate technical and organisational security measures to prevent unauthorised or unlawful processing of the Customer Personal Data; and the accidental loss or destruction of, or damage to, the Customer Personal Data and ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and the nature of the Customer Personal Data to be protected;
(g) the parties shall each comply with its obligation to report a Personal Data breach to the appropriate supervisory authority and (where applicable) data subjects under Article 33 of the GDPR and shall each inform the other party of any Personal Data breach irrespective of whether there is a requirement to notify any supervisory authority or data subject(s);
(h) the parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data breach in an expeditious and compliant manner; and
(i) in the event of a dispute or claim brought by a data subject or the supervisory authority concerning the processing of Customer Personal Data against either or both parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
Friendly Score’s obligations
8.1. Friendly Score undertakes that the Platform will perform materially in accordance with the Documentation and with reasonable skill and care.
8.2. The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to Friendly Score's instructions, or modification or alteration of the Platform by any party other than Friendly Score or Friendly Score's duly authorised contractors or agents. If the Platform does not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1. Notwithstanding the foregoing, Friendly Score:
(a) does not warrant that the Client's use of the Platform will be uninterrupted or error-free; or that the Platform, Documentation and/or the information obtained by the Client through the Platform will meet the Client's requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Platform and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.3. This agreement shall not prevent Friendly Score from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
8.4. Friendly Score warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
8.5. In the event that Friendly Score reasonably believes that there has been unauthorised access to the Platform by someone on behalf of the Client, it shall notify the Client as soon as is reasonably practicable and may suspend the individual’s access to the Platform pending confirmation from the Client.
9.1 The Client shall:
(a) provide Friendly Score with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by Friendly Score;
in order to provide the Platform, including but not limited to Client Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under this agreement including without limitation any financial services law and regulation as is required for the Client to provide products or services to the Customer;
(c) carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Friendly Score may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Platform and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Client, its contractors and agents to perform their obligations under this agreement, including any financial services authorisations required to provide the applicable services to the Customers; or
(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Friendly Score's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.
9.2 the Client shall not:
(a) access or attempt to access any part or parts of the Tool and/or API to which it has not been granted access to by Friendly Score;
(b) shall notify Friendly Score immediately if it becomes aware of any unauthorised access or use of the API or any other actual or potential breach of security in relation to the Tool and/or API;
(c) shall not share with any third party the Customer's encryption key that could be used to access the Tool, API and/or any Account Information without Friendly Score's prior written consent and shall ensure that such encryption key is only used by the individual(s) nominated to access the same. If such individual(s) cease to act in an authorised capacity on behalf of the Customer for any reason, the Customer shall immediately notify Friendly Score and remove the encryption key from such individual(s);
(d) shall not use the Tool or API to transfer or knowingly receive any malicious software or any material or content that is obscene, offensive, abusive, harassing, indecent, defamatory or discriminatory or which infringes the intellectual property rights of any third party or whose transfer by the Customer would otherwise be unlawful, including under all applicable competition laws;
(e) interface or connect the API with any computer software or system, save for the Platform, without the prior written approval of Friendly Score;
(f) except as expressly permitted in this Agreement, use the Tool and/or API to provide services to third parties; or
(g) allow access to, provide, divulge or make available the Tool and/or API to any third party except as expressly permitted in this agreement;
(h) the Client shall promptly notify Friendly Score and change the password(s) it uses to access the Tool and/or API in the event that any individual user has left the Client’s organisation,
otherwise use or copy the Tool and/or API except as expressly permitted in this agreement.
Charges for the Services and payment
10.1. Friendly Score shall provide a quote to the Client in advance of providing the services which shall be paid by the Client, subject to an invoice, in accordance with this clause 10.
10.2. The Client shall pay all Charges within 30 days after the date of the invoice therefor. Customer shall make all payments hereunder in Pounds Sterling by Debit or Credit Card. Client shall make payments to the address or account specified in such relevant invoice or such other address or account as Friendly Score may specify in writing from time to time.
10.2. If Friendly Score has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Friendly Score:
(a) Friendly Score may, without liability to the Client, disable the Client's password, account and access to all or part of the Platform and Friendly Score shall be under no obligation to provide any or all of the Platform while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current Bank of England base lending rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.3. All amounts and charges stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are, non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to Friendly Score's invoice(s) at the appropriate rate.
10.4. Friendly Score reserves the right to vary the Charges from time to time by giving a prior written notice to the Client at least 30 days in advance.
11.1. Save for the Client Data and as expressly stated in clause 12.5, Friendly Score shall be the owner and/or licensee of all intellectual property rights in and to the Platform (including the Friendly Score Customer Data) and the Documentation. Content (excluding Client Data) on the Platform is protected by copyright laws and treaties around the world. All such rights are reserved.
11.2. Friendly Score and the Friendly Score logo are registered trade marks of Friendly Score. Except without the express written consent of Friendly Score, the Client shall not use the Friendly Score trade marks in a way that suggests approval of the Client’s products or services or any partnership between the Client and Friendly Score. Other trade marks and logos used in connection with the Platform may be the trade marks of their respective owners.
11.3. Friendly Score confirms that it has all the rights in relation to the Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11.4. The Client hereby provides a non-exclusive, royalty free, non-transferrable licence to Friendly Score for the duration of the agreement to use the Client’s name, trade marks and/or logos in connection with the marketing, promotion and use of the Platform.
12.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
12.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
12.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.5. Friendly Score acknowledges that the Client Data is the Confidential Information of the Client.
12.6. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
12.7. The above provisions of this clause 12 shall survive termination of this agreement, however arising.
Limitation of liability
13.1. This clause 13 sets out the entire financial liability of Friendly Score (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:
(a) arising under or in connection with this agreement;
(b) in respect of any use made by the Client of the Platform and Documentation or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
13.2. Except as expressly and specifically provided in this agreement:
(a) the Client assumes sole responsibility for results obtained from the use of the Platform and the Documentation by the Client, and for conclusions drawn from such use. Friendly Score shall have no liability for any damage caused by errors or omissions in any information provided in connection with the Platform, or any actions taken by Friendly Score at the Client's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Platform and the Documentation are provided to the Client on an "as is" basis.
13.3. Nothing in this agreement excludes the liability of Friendly Score:
(a) for death or personal injury caused by Friendly Score's negligence; or
(b) for fraud or fraudulent misrepresentation.
13.4. Subject to clause 13.2 and clause 13.3:
(a) Friendly Score shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising (including not limited to by a virus, distributed denial of service attack, or other technologically harmful material due to Client’s use of the Platform) under this agreement; and
(b) Friendly Score's total aggregate liability in contract (including in respect of any indemnity), 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 be limited to the total Charges paid during the 12 months immediately preceding the date on which the claim arose.
Term and termination
14.1. This agreement shall, commence on the Effective Date and unless otherwise terminated as provided in this clause 14, shall continue for 12 months from the Effective Date (“Initial Period”) and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Period or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Period or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
(c) and the Initial Period together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(d) to clause 14.2(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.3. On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) Friendly Score may destroy or otherwise dispose of any of the Client Data in its possession;
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and
(e) in the event of termination by Friendly Score resulting from a breach of this agreement, Friendly Score will not be obliged to refund any of the Charges that have been paid by the Client.
Friendly Score shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Friendly Score or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in Order Form, the main body of this agreement and the Schedules, the order of precedence shall be the Order Form, then the main body of this agreement and then the Schedules.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
20.1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
21.1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
21.2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
22.1. The Client shall not, without the prior written consent of Friendly Score, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.2. Friendly Score may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
25.1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement. Client agrees that Supplier may provide Platform related communications to it by a general notice on the Platform, an email sent to an address provided by Client, or by other means including mobile number, telephone or mail. Client agrees to keep its contact information on the Platform up to date.
25.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).