PACKETLY SOFTWARE LICENCE AGREEMENT

Last updated: January 31st, 2025

BY USING THE PLATFORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT, WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT LICENSE THE PLATFORM TO YOU AND YOUR RIGHTS TO ACCESS THE PLATFORM WILL IMMEDIATELY TERMINATE.

We recommend that you save a copy of this Agreement for future reference.

PARTIES:

This Packetly Software Licence Agreement (“Agreement”) is entered into between:

1. PACKETLY LIMITED, a company incorporated and registered in England and Wales with company number 14120157, whose registered office is at Dencora Court 2 Meridian Way, Meridian Business Park, Norwich, England, NR7 0TA (“Packetly”); and

2. the Company detailed in the applicable Order and/or each of its End Users that use the Platform (both collectively and individually referred to as the “Client”).

1. INTERPRETATION

1.1. The definitions and rules of interpretation in this clause apply in this Agreement:

Client Content: any files, content, documents, records, information, data, text, images, videos and materials provided by the Client, End Users or third parties (on behalf of the Client) to Packetly or inputted by the Client to the Platform for the purpose of using the Services or facilitating the Client’s use of the Services.

Company: means the company, partnership, organisation, sole trader or individual (as applicable) engaging Packetly for the provision of Services and purchasing Subscriptions on behalf of its End Users.

Custom Services: any consultancy services, bespoke training services and/or bespoke training materials agreed with the Company from time to time in writing.

Data Protection Laws: all applicable data protection and privacy legislation and regulations in force from time to time (including, without limitation, the UK General Data Protection Regulation ((EU Retained Regulation) 2016/679) and the Data Protection Act 2018) and the guidance and codes of practice issued by any relevant supervisory authority.

Documentation: any documents and/or materials made available to the Client by Packetly from time to time which sets out a description of the Services and/or any user instructions for using the Platform.

End User: any authorised representative of the Company (e.g. the Company’s officers, employees, contractors, agents and/or professional advisors) that the Company purchases a Subscription for to use the Platform.

Fees: any fees or charges agreed to be paid by the Company in an Order, which will include a Subscription fee plus a monthly usage charge, calculated on volume and size of the Client Content assessed through the Services in that month.

Intellectual Property Rights: any patents, trade marks, service marks, copyright, database rights, moral rights, design rights, unregistered design rights, domain names, rights in get-up, topography rights, know-how, confidential information and any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in England or any other part of the world together with any goodwill relating or attached to such rights.

Order: means the applicable commercial terms agreed between the Company and Packetly, detailing the number of applicable Subscription, the Fees and the Subscription Term and details of any Customer Services (where applicable). An Order may be initiated (without limitation) by the Client completing and submitting an online registration form.

Output: means any information, data, reports, text, graphics, metadata, materials and any other electronic content made available to the Client through the Platform (excluding the Client Content).

Platform: means the Packetly software platform at app.packetly.com.

Services: the services made available by Packetly to its clients from time to time, which may include, without limitation: (i) the provision of access to the Platform (or an endpoint specified by the Client and agreed by the parties in an Order or otherwise in writing) to upload Client Content; (ii) running verification checks and scans on the Client Content; (iii) deleting the Client Content’ (iv) providing metadata and reports on the potential malicious, unlawful, offensive, not safe for work (including, without limitation, adult material, explicit material, pornography, gore or other content that is not work-appropriate) or otherwise objectionable content contained in the Client Content (e.g. viruses, malware and spam) or other content that is not making available Output and Documentation; (v) integration services (via an API) between the Client’s systems and the Packetly systems; and/or (vi) any Custom Services agreed by the parties, each as agreed by the parties from time to time in writing.

Subscription: means the type of licence selected by the Company for an End User to access the Platform for the Subscription Term, which may be a free trial or a paid Subscription.

Subscription Term: the licence period for use of the Platform for the duration of the Client’s Subscriptions detailed in an Order.

1.2. The Client accepts responsibility in accordance with the terms of this Agreement for the use of the Platform on or in relation to any computer, mobile or other device, whether or not it is owned by the Client (“Device”).

1.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be illustrative only and are not intended to limit the sense of the words preceding those terms.

1.4. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.5. Clause headings are for reference purposes only. They do not have legal effect and shall not affect the interpretation of this Agreement.

1.6. A reference to ‘writing’ or ‘written’ includes email unless stated otherwise, but not faxes.

2. ENGAGEMENT, SUBSCRIPTIONS AND ACCESS

2.1. This Agreement shall:

(a) apply to and be incorporated into the relationship between the Client and Packetly in relation to the provision of the Services; and

(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Client’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2.2. Subscriptions will either be:

(a) a free trial, with no Fees being applicable for the specified duration of the free trial. At the end of a free trial, the Client can upgrade its account to a paid Subscription or alternatively, its access to the Platform will be automatically revoked;

(b) monthly subscription plans (“Monthly Subscription”). Monthly Subscriptions are subject to a minimum 1 month Subscription Term, which will successively automatically renew at the end of each 1 month period unless the Company notifies Packetly before the start of the next automatic renewal date; or

2.3. End Users must be over eighteen years of age to use the Platform.

2.4. The Company is responsible for allocating administrators to manage the Company’s account in the Platform (“Administrator”). The Administrator has the ability to add End Users to the Platform and they will be sent an email link to create an account to the Platform. Each End User will then be able to create a password and log into the Platform. Where an API (application programming interface) is implemented, each End User shall be entitled to submit Client Content directly to Packetly through the API.

2.5. The Client is responsible for maintaining the confidentiality of the Client’s account and password and the Client agrees to accept responsibility for all activities that occur under the Company’s account and each End User account.

2.6. The Client is responsible for ensuring that the details the Client provides to Packetly are correct and complete, and for informing Packetly of any changes to the information the Client has provided.

2.7. The Administrator will be able to allocate access and usage permissions within the Platform that are relevant to each End User.

2.8. The Client may request Custom Services from time to time. Where Packetly agrees to provide such Custom Services, the parties shall document the agreed Fees and specification for the Custom Services in writing.

3. FEES AND PAYMENT

3.1. The Company is responsible for paying:

(a) the Fees for each Subscription on behalf of its End Users in accordance with the payment schedule in the applicable Order; and

(b) the Fees for any Custom Services agreed by the parties in writing from time to time.

3.2. The Unless otherwise agreed by the parties in an Order, the Company must pay each invoice within 14 days after the date of the relevant invoice. All invoices are exclusive of any applicable local sales taxes, which will be payable in addition to the Fees.

3.3. If Packetly has not received payment of an invoice by the applicable due date, and without prejudice to any other rights and remedies of Packetly:

(a) the Client will reimburse Packetly for any debt recovery costs incurred in relation to each outstanding payment;

(b) interest and statutory compensation shall apply to any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, with interest accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or

(c) Packetly may, without liability to the Client, suspend and disable the Client’s (including any End User’s) password, account and access to all or part of the Services and Packetly shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid,

and after a period 90 days, Packetly may also remove all Client Content and Output from the Client’s account in the Platform.

3.4. All amounts and fees stated or referred to in this Agreement:

(a) unless otherwise agreed by the parties in writing, shall be payable in United States Dollars (USD) (where payment is made in any other currency, we reserve the right to adjust the Fees to address any shortfall received by Packetly due to exchange rate changes from time to time);

(b) are non-cancellable and non-refundable; and

(c) are exclusive of value added tax (and any other applicable sales taxes), which shall be added to Packetly’s invoices (where applicable).

3.5. Packetly may set-off any liability that the Client may have to Packetly against any liability that Packetly may have to the Client.

3.6. Packetly may increase the ratecard for the Fees at any time upon providing the Client with notice in line with currency fluctuations (benchmarked against the pound sterling (GBP) spot exchange rate quoted or used by [Barclays Bank] from time to time). In addition, Packetly shall be entitled to increase the Fees payable at the start of each Subscription Term upon 30 days’ prior notice to the Client and the applicable Order shall be deemed to have been amended accordingly. Notwithstanding, Packetly reserves the right to release new service options, Platform functionality and/or service tiers from time to time at its sole discretion and additional fees may be applied to such service options, Platform functionality and/or service tiers (the Company will remain at the standard option as the default unless it notifies Packetly that it wishes to opt-in to any additions).

3.7. In the event of the termination of this Agreement for any reason, all Fees from the effective date of termination until the end of the then current Subscription Term will become immediately due and payable by the Client, together with any outstanding Fees due at the effective date of termination.

4. WARRANTIES AND DISCLAIMERS

4.1. Whilst Packetly uses reasonable care and skill to create Output and Documentation, Packetly does not guarantee that any Output or Documentation are accurate, up to date and/or complete at any time.

4.2. Packetly does not guarantee that the information relating to an End User’s use of the Platform will be accurate and complete at any time. Any reliance on Platform usage information is at the sole risk of the Company and any third parties.

4.3. Packetly does not warrant that:

(a) the Client’s use of the Platform will be uninterrupted or error-free;

(b) the Services or Output obtained by the Client through the Platform (or otherwise) will meet the Client’s requirements; or

4.4. Packetly shall use reasonable endeavours to publish the times of planned system outages within the Platform.

4.5. Packetly 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, Services and Output may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5. LICENCE RESTRICTIONS

5.1. Except as expressly set out in this Agreement the Client agrees:

(a) not to copy the Platform or any underlying source code;

(b) not to disclose the Client’s login information to the Platform to any other person;

(d) not to make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;

(e) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

i. not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

ii. not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

(f) not to access all or any part of the Platform, the Services or any Output in order to build a product or service which competes with the Platform;

(g) not to use the Platform, the Services, the Documentation or the Output to provide services to third parties;

(h) not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform, the Documentation, the Output and/or the Services available to any third party;

(i) not to attempt to obtain, or assist third parties in obtaining, access to the Platform, the Documentation, the Output and/or Services, other than as permitted by Agreement; and

(j) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Platform,

together defined as “Licence Restrictions”.

6. ACCEPTABLE USE RESTRICTIONS AND OBLIGATIONS

6.1. The Client must:

(a) not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including 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, into the Platform or any operating system;

(b) not infringe Packetly’s Intellectual Property Rights or those of any third party in relation to the Client’s use of the Platform, Services, the Documentation or the Output including the submission of any infringing material by the Client to the Platform;

(c) not transmit any material that is defamatory, illegal, offensive or otherwise objectionable in relation to the Client’s use of the Platform;

(d) not use the Services or the Platform for any illegal, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of Packetly;

(e) not use the Platform in a way that could damage, disable, overburden, impair or compromise Packetly’s systems or security or interfere with other users; and

(f) not collect or harvest any information or data from any Service or Packetly’s systems or attempt to decipher any transmissions to or from the servers running the Platform,

together defined as “Acceptable Use Restrictions”.

6.2. The Client shall use its best endeavours to use adequate technological and security measures, including measures Packetly may reasonably recommend (such as anti-virus and firewall protection on the Client’s Device), or that the Client and Packetly may agree to, from time to time.

6.3. Without prejudice to the obligations undertaken in this clause 6, the Client must notify Packetly immediately upon becoming aware or suspecting that any login information has been used, or may be known, by any third party so that Packetly can re-set the Client’s login details.

6.4. The Client agrees to provide Packetly with all reasonably required information, co-operation and assistance as may be required by Packetly under this Agreement in a timely and efficient manner.

6.5. The Client acknowledges that the Client is solely responsible for procuring and maintaining the Client’s network connections and telecommunications links from the Client’s systems 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.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. The Client acknowledges and agree that Packetly and/or its licensors own all Intellectual Property Rights in the Platform, the Services, the Output and the Documentation. Except as expressly stated herein, this Agreement does not grant the Client any Intellectual Property Rights, or any other rights or licences in respect of the Platform, the Services, the Output or the Documentation.

7.2. Packetly hereby grants to the Client a non-exclusive, non-transferable licence to use the Services, the Platform, the Output solely and the Documentation solely for the Client’s reasonable internal business use. This licence will continue until the end of the applicable Subscription Term (howsoever arising), provided that the Client may retain Platform usage records from the Platform on a royalty-free, transferable irrevocable, perpetual basis.

7.3. The Client shall own all right, title and interest in and to all of the Client Content that it provides to Packetly or uploads to the Platform and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Content. The Client hereby grants to Packetly a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to use the Client Content in relation to any Packetly services from time to time. PLEASE NOTE: Packetly will not use any Personal Data uploaded by the Client to the Platform for any purpose that is not connected to the provision of the Services to the Client and any further use would be on an anonymised and aggregated basis.

7.4. Packetly warrants that it has all Intellectual Property Rights in relation to the Platform, the Services, the Documentation, and the Output that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

7.5. The Client warrants that all information disclosed to Packetly is accurate, complete and that any Client Content supplied may be used within the Platform and for the provision of the Services without breach of any third party rights or Intellectual Property Rights. Consequently, the Client will therefore indemnify and keep Packetly and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Packetly arising out of or in connection with any claim:

(a) in relation to the Client Content infringing a third party’s Intellectual Property Rights; and/or

(b) in relation to the Client Content’ contents, accuracy or completeness.

7.6. The Client acknowledges that Packetly may use any non-confidential details of the Services (including sharing any analysis or metrics gained from any testing) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print and on the Packetly website and social platforms). The Client hereby permits Packetly and other associated parties to publish the name and standard logo of the End User solely for such purposes on a royalty-free, transferable irrevocable, perpetual basis.

8. CONFIDENTIALITY

8.1. “Confidential Information” means any information that is of a reasonably confidential nature (including commercial, technical, proprietary and/or financial: information, data, know-how or processes) that has been disclosed orally, in writing or by demonstration.

8.2. The “Disclosing Party” is the party that shares Confidential Information with the other party or its Affiliates (the “Receiving Party”).

8.3. The Receiving Party agrees to:

(a) protect the Confidential Information from unauthorised access or disclosure;

(b) use the Confidential Information solely in connection with the Services;

(c) only make available the Confidential Information to its staff members, contractors and professional advisors (“Representatives”) that reasonably require the Confidential Information (subject to such Representatives being bound by confidentiality obligations that are materially equivalent to this clause 8).

8.4. Nothing in this Agreement will restrict the Receiving Party’s use of any Confidential Information which:

(a) is made available in the public domain by any person without breach of this Agreement;

(b) is already in the Receiving Party’s lawful possession, as reasonably evidenced by the Receiving Party;

(d) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or

(e) is required by law to be released (e.g. by a court order), provided that the Disclosing Party is given prior written notice of such request (where such notice is not prohibited by law).

8.5. Notwithstanding any other provision, nothing in this Agreement will prevent Packetly from sharing Confidential Information and Personal Data with the Company in relation to its End Users.

8.6. This clause 8 shall survive termination of this Agreement, however arising.

9. DATA PROTECTION

9.1. Packetly’s approach to the capture, storing, sharing and use of information and data (including data supplied by the Client) is set out in Packetly’s Privacy Notice, available at packetly.com/privacy (as updated from time to time), and is incorporated by reference.

9.2. General Obligations. Each party will ensure that in the performance of its obligations under this Agreement it will at all times comply with all applicable Data Protection Laws and any other applicable privacy laws and regulations.

9.3. Data Specification. The Client must provide Packetly with a document setting out the (a) subject matter and duration of any processing to be undertaken by Packetly; (b) the nature and purpose of the processing; and (c) the type of Personal Data and the categories of data subject relevant to this Agreement.

9.4. Data Controller. The Client acknowledges and agrees that it will be the Data Controller under this Agreement and that it will be responsible for adequately addressing the use of cookies and data protection obligations in its end-customer / client terms and conditions and policies. As Packetly does not have any control over the Client’s data protection notices, policies and terms and conditions, the Client will indemnify and keep Packetly and its Affiliates indemnified against all losses, costs, and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Packetly arising out of or in connection with any claim in respect of: (a) a breach of clause 9.2, 9.3 or 9.4; (b) any liability arising whatsoever in respect of the cookies on, or the capture of Personal Data through, the Client’s website(s); and (c) the consent of data subjects for the exportation of any Personal Data outside of the UK and/or European Economic Area by Packetly under clause 9.7.

9.5. Data Processor. Packetly acknowledges and agrees that it will be the Data Processor under this Agreement and that it shall: (a) keep all Personal Data it receives, stores and collects from the Client strictly confidential (pursuant to clause 8 (Confidentiality), and not disclose any Personal Data to third parties; (b) not use the Personal Data for any purpose other than to perform its obligations under this Agreement; (c) ensure that all Personal Data it receives, stores and collects from the Client is processed in accordance with this Agreement or as otherwise instructed in writing from time to time by the Client and Packetly shall not process the Personal Data for any other purpose, unless required by law to which Packetly is subject, in which case Packetly shall to the extent permitted by law inform the Client of that legal requirement prior to responding to the request; (d) promptly carry out any written request requiring Packetly to amend, transfer or delete the Personal Data or any part of the Personal Data made by the Client during this Agreement; and (e) notify the Client without undue delay or in any case within 48 hours upon Packetly or any sub-processor becoming aware of a breach affecting Personal data and at this time providing the Client with all sufficient information required to meet any obligation to notify the relevant data protection authority or inform affected individuals under applicable Data Protection Laws.

9.6. Assistance. Packetly agrees to assist the Client with all subject access requests which may be received from an end-customer in a prompt timeframe (at the Client’s cost) and ensure that appropriate technical and organisational measures are in place to enable the Client to meet its obligations to those requesting access to Personal Data held by Packetly. Upon request, Packetly shall provide the Client with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this clause 9. Packetly shall assist the Client in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority, provided that Packetly shall be entitled to charge a reasonable fee for such assistance.

9.7. Data Transfers. Packetly agrees not to transmit any Personal Data to a country or territory outside the UK and/or European Economic Area without the Client’s prior written consent, provided that such consent is hereby deemed provided where the Personal Data is subject to an adequate level of protection in accordance with Data Protection Laws (which may include implementing the UK International Data Transfer Agreement or similar data transfer mechanism). The Client acknowledges that Client Content (which may contain Personal Data) will be processed from the location where the Client or its End Users are based, it will then be processed at the designated endpoint and the Output will be stored in the UK and/or the European Economic Area. The Output will be made available for the Client or its End Users to retrieve from its original location. Packetly will not actively share the Client Content with any other territory.

9.8. Return of Data. Upon the termination or expiry of this Agreement for any reason, Packetly shall destroy all Personal Data to the Client as requested by the Client in writing, provided that this shall not prevent Packetly from retaining a copy to meet its legal or regulatory obligations.

9.9. Safeguards. Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purpose of processing as well as the varying risks to rights and freedoms of natural persons, the parties warrant that for the duration of this Agreement they will implement administrative, technical and physical safeguards sufficient to ensure the security and confidentiality, and protect against the unauthorised or accidental destruction, loss, alteration, use, or disclosure, of Personal Data and other records and information of the end-customers or employees and to protect against anticipated threats or hazards to the integrity of such information and records.

10. LIMITATION OF LIABILITY

10.1. The Client acknowledges that the Platform has not been developed to meet the Client’s individual requirements, and that it is therefore the Client’s responsibility to ensure that the facilities and functions of the Platform as described in the applicable documentation meet the Client’s requirements. Packetly only supplies the Platform for the Client’s internal business operations.

10.2. This clause 10 sets out the entire financial liability of Packetly (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client: (i) arising under or in connection with this Agreement; (ii) in respect of any use made by the Client of the Platform, the Services, the Documentation, the Output or any part of them; and (iii) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

10.3. Except as expressly and specifically provided in this Agreement:

(a) the Client assumes sole responsibility for results obtained from the use of the Platform, the Services, the Documentation and the Output by the Client, and for conclusions drawn from such use. Packetly shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Packetly by the Client in connection with the Services, or any actions taken by Packetly 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, the Services, the Output and the Documentation are provided to the Client on an ‘as is’ basis. The Client acknowledges and agrees that the Services have an estimated 93% accuracy rate and consequently, the Output is not guaranteed to identify all potential risks with the Client Content and Packetly will not be liable or responsible if any Client Content does contain any malicious, unlawful, offensive, not safe for work or otherwise objectionable content, notwithstanding the findings in the Output.

10.4. Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury resulting from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; (iii) under any indemnity clause in this Agreement; or (iv) for any other liability which cannot be excluded or limited by law.

10.5. The Company will indemnify and keep Packetly and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Packetly arising out of or in connection with any breach of this Agreement by the Company or any End User, or by any third party acting on the Client’s behalf or an End User’s behalf.

10.6. Subject to clause 10.4:

(a) Packetly will not be liable to the Client for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, unforeseeable loss (i.e. indirect and consequential loss) or pure economic loss, costs, damages, charges or expenses. For the avoidance of doubt, loss or damage is unforeseeable if either it is not obvious that it will happen or if, at the time the contract was made, both Packetly and the Client did not know that it might happen;

(b) Packetly’s total liability to the Client in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to the lower of: £10,000; or (ii) the Fees relating to the relevant Subscription in the then current Subscription Term or the Fees for the affected Custom Services (as applicable); and

(c) Packetly’s total liability to each End User in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to a sum of £100. Each End User acknowledges and agrees that this is reasonable due to the fact that the Company is the party paying the Fees and not the End User.

11. TERMINATION

11.1. A Subscription (in relation to a specific End User use only) may be terminated by an End User by providing written notice of termination to Packetly (which may be submitted via the Platform), which will take effect at the end of the Subscription Term..

11.2. At the end of each Subscription Term, or upon the termination of this Agreement (provided that this Agreement has not been terminated under clause 11.4), Packetly agrees that End Users will be able to log into the Platform to see historic records of the Services (but it will not be able to receive any new checks on Client Content) for up to a period of 14 days after the end of the Subscription Term.

11.3. Packetly may terminate or suspend (at Packetly’s sole discretion) this Agreement (and all Subscriptions) immediately without any liability by providing notice to the Client if the Client breaches any of the Licence Restrictions or the Acceptable Use Restrictions.

11.4. Without limiting any other rights or remedies, the Company (on its own behalf and on behalf of End Users) or Packetly (“Terminating Party”) may terminate this Agreement with immediate effect by providing written notice to the other party (“Defaulting Party”) where the Defaulting Party:

(a) is in breach of contract on or at any time after the occurrence of a breach by the Defaulting Party of its obligations under this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or

(b) becomes bankrupt or insolvent; appoints an administrative receiver or liquidator; is unable to pay its debts as they fall due; suspends (or threatens to suspend) trading or ceases trading; or any event similar in nature to this clauses.

11.5. On termination of this Agreement under clauses 11.3 or 11.4:

(a) Packetly will raise an invoice for the any Fees for the Subscription Term, which will be payable by the Company immediately;

(b) each Subscription will automatically end;

(d) the Client must immediately cease all activities authorised by this Agreement, provided that it will have a period of 14 days to export any Client Content from the Platform; and

(e) 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.

11.6. On termination of this Agreement under clause 11.1:

(c) Packetly will raise an invoice for the any Fees for the Subscription Term, which will be payable by the Company immediately;

(d) all rights granted to the Company and/or any or all End Users (as applicable) under this Agreement shall cease at the end of the Subscription Term;

(e) at the end of the Subscription Term, the Client must cease all activities authorised by this Agreement, provided that it will have a period of 14 days to export any Client Content and the Output from the Platform; and

(f) 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.

11.7. If, for whatever reason, Packetly’s relationship with a third party service or data provider is restricted, suspended or terminated which affects Packetly’s ability to provide the Platform, the Services or the Output, Packetly will notify the Client in writing and use reasonable endeavours to re-commence the Platform, the Services and the provision of the Output as soon as possible. However, Packetly will have no liability to the Client for any interruptions or termination of the Platform or the Services hereunder.

11.8. The suspension or cancellation of the Client’s account and the Client’s right to use the Platform shall not affect either party's rights or liabilities.

11.9. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

12. COMMUNICATION BETWEEN US

12.1. If the Client wishes to contact Packetly in writing, or if any condition in this Agreement requires the Client to give Packetly notice in writing, the Client can send this to Packetly by e-mail to support@packetly.com. Packetly will confirm receipt of this by return e-mail.

12.2. If Packetly have to contact the Company or an End User in writing, Packetly will do so by e-mail to the address the Client provides to sign up to the Platform.

13. EVENTS OUTSIDE OUR CONTROL (FORCE MAJEURE)

13.1. Neither party shall in any circumstances have any liability to the other party 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, acts of God, fire, flood, storm, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, default of suppliers or sub-contractors, strikes, lock-outs or other industrial disputes or illness involving the workforce of Packetly, failure of a utility service or transport network,. If the force majeure event continues for a period of four weeks or more, the unaffected party may terminate this Agreement with immediate effect by providing the other party with written notice.

14. THIRD PARTY PROVIDERS

14.1. The Client hereby acknowledges that the Services may enable or assist the Client to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that if the Client do so, this is solely at the Client’s own risk.

14.2. Packetly makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party website, or any transactions completed, and any contract entered into by the Client with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not Packetly.

14.3. Packetly recommends that the Client refer to the third party's website terms and conditions and privacy policy prior to using the relevant third party website. Packetly does not endorse or approve any third party website nor the content of any of the third party website made available through the Platform.

14.4. The Client acknowledges and agrees that its use of the Services may be contingent on certain software applications from third party service providers. As a condition of using the Platform, the Client may be required to agree to such third party service providers terms and conditions.

15. MISCELLANEOUS

15.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that are not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

15.2. Packetly reserves the right to make changes to this Agreement at any time upon providing the Client with notice. If the Client continues to use the Platform then the Client will be deemed to have accepted the updated Agreement. From time to time updates to the Platform may be released. Depending on the update, the Client may not be able to use the Platform and the Services until the Client has accepted any new terms. Certain updates, upgrades and/or additional features may also be subject to additional payment.

15.3. Subject to clause 15.2, no variation of this Agreement will be effective unless it is in writing and signed by the authorised representatives of the parties.

15.4. 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. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

15.5. The Client shall not, without the prior written consent of Packetly, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Packetly 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.

15.6. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15.7. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

15.8. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

15.9. All notices must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s registered address (for the End User, this will be the Company’s registered address) (or such other address notified to the other party in writing from time to time). It is agreed that serving notice by email or fax will not be an effective method of providing notice of a legal claim under this Agreement.

16. LAW AND JURISDICTION

16.1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.