1. The definitions and rules of interpretation in this clause apply in this agreement.

   App: the mobile application made available by the Supplier to the Customer (or such other software application or website as notified to the Customer by the Supplier from time to time) for the purposes of enabling the Customer to access the Services.

   Authorised Users: those employees of the Customer who are authorised by the Customer to use the Services and the Documentation.

   Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

   Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.1.

   Customer Data: any images supplied by the Customer and all other data, information or material input by the Customer, Authorised Users, or the Supplier on the Customer's direction, for the purpose of using the Services or facilitating the Customer's use of the Services or for the purpose of generating the Supplied Imagery.

   Documentation: the document(s) and other materials made available to the Customer by the Supplier online via [web address] or such other web address notified by the Supplier to the Customer from time to time, which sets out a description of the Services and the user instructions for the Services, as amended by the Supplier from time to time.

   Effective Date: the date of this agreement.

   Initial Subscription Term: the initial term of this agreement as set out in the Order.

   Intellectual Property Rights: all intellectual and industrial property rights including copyright, patents, trade marks, trade secrets, service marks, trade names, design rights, rights in get-up, database rights, rights in data, utility models, domain names and all similar rights of whatever nature, in each case:

   1. whether registered or not;
   2. including any application to protect or register such rights;
   3. including all renewals and extensions of such rights or applications;
   4. whether vested, contingent or future; and/or
   5. wherever existing.

   Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

   Order: the Customer’s order for the Services, which forms part of this agreement.

   Renewal Period: the renewal period set out in the Order.

   Services: the vehicle imaging subscription services, as set out in the Order.

   Service Request: a request for Services submitted to the Supplier by the Customer via the App.

   Set Up Fees: the set up fees for the Services, as set out in the Order.

   Software: the App and the Supplier’s software and platform used to supply the Services.

   Subscription Fees: the subscription fees payable by the Customer to the Supplier, as set out in the Order.

   Subscription Term: the Initial Subscription Term together with any subsequent Renewal Period(s).

   Support Services Policy: the Supplier's policy for providing support in relation to the Services as set out in the Documentation.

   Subscription: the subscription purchased by the Customer pursuant to clause 7.1 which entitles Authorised Users to access and use the Services and the Documentation, and to use the Supplied Imagery, in accordance with this agreement.

   Supplied Imagery: all backdrops, vehicle images and videos, music and voiceover/soundtrack and all other imagery and material of any nature provided to the Customer by the Supplier in response to or as a result of each Service Request.

   Territory: 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.

2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
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.
4. A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
6. Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
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.
8. A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
9. A reference to writing or written includes email but excludes fax.
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.

1. In consideration of the payment by the Customer of the Subscription Fees in accordance with clause 7.1, and subject always to the terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, in the Territory and during the Subscription Term, to permit Authorised Users to use the App and the Documentation to receive the Services, and to use the Supplied Imagery, solely for the Customer's own business operations.
2. The rights granted under this clause 2 are granted to the Customer only, and unless expressly stated in the Order, shall not be considered granted to any subsidiary or holding company of the Customer or to any customer of the Customer.

1. Subject to the terms and conditions of this agreement, the Supplier shall make available to the Customer, during the Subscription Term, the App and the Documentation and shall provide the Services to the Customer in response to each Service Request submitted by the Customer.
2. The Supplier shall use commercially reasonable endeavours to make the Services available during all Normal Business Hours, except when the Services are unavailable for maintenance, in which case the Supplier shall use reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance of any such unavailability. In the event that the Services remain unavailable for longer than a consecutive 24 hour period, the Customer shall be entitled to a pro-rata reduction in the Subscription Fees for the period of the unavailability.
3. The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.

All personal data which is provided to the Supplier under this agreement shall be processed by the Supplier in accordance with the Supplier’s Data Protection Policy, which can be accessed via the following link [here].

1. The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
2. The Supplier shall use its reasonable endeavours in relation to the Service Requests submitted by the Customer:
   1. to respond to 80% of Service Requests for standard stock vehicle images, by providing preliminary images for the Customer’s approval, within 24 hours of receipt by the Supplier of each Service Request (provided that such Service Request is made during Normal Business Hours or, if not, within 24 hours of resumption of Normal Business Hours); and
   2. to respond to Service Requests for complex stock vehicle images, by providing preliminary images for the Customer’s approval, within a reasonable period of time of receipt by the Supplier of each such Service Request (provided that such Service Request is made during Normal Business Hours or, if not, within 24 hours of resumption of Normal Business Hours), the Customer acknowledging that certain complex vehicle images may be time consuming to generate or may not be capable of being generated at all;
   3. to make any amendments and/or corrections to preliminary images within 24 hours of receipt of each amendment/correction request by the Customer (provided that such amendment/correction request is made during Normal Business Hours or, if not, within 24 hours of resumption of Normal Business Hours).
3. The Supplier's obligations at clauses 5.1 and 5.2 shall not apply to the extent that any non-conformance is caused by the failure of the Customer to provide adequate information in any Service Request, the use of the Services or the Supplied Imagery contrary to the Supplier's instructions, or the modification or alteration of the Supplied Imagery by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Customer can reasonably demonstrate that the Services do not conform with clause 5.1, the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any failure to comply with clause 5.1.
4. The Supplier:
   1. does not warrant that:
      1. the Services will be available in respect of all vehicles;
      2. the Customer's use of the Services will be uninterrupted or error-free;
      3. that the Supplied Imagery, the Services and/or the Documentation will meet the Customer's requirements; or
      4. the Supplied Imagery, the Software, and/or the Services will be free from Viruses;
   2. 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 Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5. This agreement shall not prevent the Supplier 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.
6. [The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at [web address] or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).]

1. The Customer undertakes that:
   1. it shall use the Supplied Imagery, the Services, and/or the Documentation strictly in accordance with the terms of this agreement and solely for the Customers own business operations;
   2. it shall use the Supplied Imagery solely for the specific vehicle identified in the applicable Service Request and shall not duplicate such Supplied Imagery for use in relation to any other vehicle;
   3. it shall keep a secure password for the use of the Services by Authorised Users, and that it will not share or transfer such password with or to any person who is not an Authorised User;
   4. it shall permit the Supplier or the Supplier's authorised representatives or agents to review and audit the Customer’s use of the Services and/or the Supplied Imagery in order to verify the Customer’s compliance with this agreement. Each such review or audit may be conducted no more than twice in any 12 month period during the Subscription Term, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. The Supplier or the Supplier's authorised representatives or agents shall be given access to the Customer’s records relating to the use of the Services and the Supplied Imagery and shall be entitled to take and retain copies of such records for the purposes of such audit; and
   5. if any of the audits referred to in clause 6.1(c) reveal that any Customer password has been provided to or used by any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall immediately disable such password on written notice from the Supplier.

2. The Customer shall ensure that all advertisements for vehicles which incorporate any Supplied Imagery contain the following notice (or such other notice as the Supplier may specify in writing):

   "Images may be library images for marketing purposes only and may have been generated by AI. All precautions have been taken to ensure images are a fair representation of the vehicle offered for sale, however some differences may be present."

3. The Customer shall not access, store, distribute or transmit any Viruses, or any other material during the course of its use of the Services that:
   1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   2. facilitates illegal activity;
   3. depicts sexually explicit images;
   4. promotes unlawful violence;
   5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   6. is otherwise illegal or causes damage or injury to any person or property;
   and the Supplier reserves the right, without liability or prejudice to its other rights against the Customer, to disable the Customer's access to any Supplied Imagery or other images or materials that breach the provisions of this clause.
4. The Customer shall not:
   1. use the Supplied Imagery for any purpose except for the Customer’s own business operations and except in respect of the specific vehicle identified in the relevant Service Request;
   2. use the Supplied Imagery except in the form supplied by the Supplier and, without limiting the generality of the foregoing, shall not extract and/or use separately, or in any other form, any backdrop, vehicle image or other part of the Supplied Imagery and shall not modify or create derivative works from or based on the Supplied Imagery;
   3. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Supplied Imagery, the Software, the Services and/or the Documentation (as applicable) in any form or media or by any means;
   4. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Supplied Imagery, the Software, the Services and/or the Documentation (as applicable);
   5. access all or any part of the Supplied Imagery, the Software, the Services and/or the Documentation in order to build a product or service which competes with the Services and/or the Documentation;
   6. unless expressly set out in the Order, use the Supplied Imagery, the Services and/or the Documentation to provide services to third parties;
   7. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Supplied Imagery, the Services and/or the Documentation available to any third party except the Authorised Users, other than as expressly permitted under this agreement;
   8. attempt to obtain, or assist third parties in obtaining, access to the Supplied Imagery, the Services and/or the Documentation, other than as expressly permitted under this agreement; or
   9. introduce or permit the introduction of, any Virus into the Supplied Imagery, the Software, the Services or the Supplier's network and information systems.
5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Supplied Imagery, the Services and/or the Documentation, including without limitation by keeping the Customer’s password strictly confidential to Authorised Users and by instructing Authorised Users that the password is strictly confidential and, in the event of any unauthorised access or use, shall promptly notify the Supplier.
6. The Customer shall:
   1. provide the Supplier with:
      1. accurate information (including accurate vehicle images where required) as required by the Supplier and/or as specified in the Documentation in relation to all Service Requests;
      2. all necessary co-operation in relation to this agreement; and
      3. all necessary access to such other information as may be required by the Supplier;
      in order to provide the Services, including but not limited to Customer Data, any necessary security access information and configuration services;
   2. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement and in relation to the use of all Supplied Imagery;
   3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary and the Supplier shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer’s delay;
   4. ensure that the Authorised Users use the Supplied Imagery, the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's actions which are not in accordance with the provisions of this agreement;
   5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
   6. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
   7. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the [Supplier's systems]/[internet], and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or connections to the internet.
7. In further consideration of the use of the Services by the Customer, the Customer hereby grants to the Supplier a worldwide, non-exclusive, royalty free, non-terminable, licence without limit of time to use the Customer’s vehicle image database, including any images supplied by the Customer as part of the Customer Data or as part of any Service Request, as source material for the purposes of training and/or enhancing the Supplier’s artificial intelligence (AI) image creation tool which is used by the Supplier to provide the Services. The Customer hereby waives and agrees to procure the waiver in favour of the Supplier of any moral rights under Part 1 Chapter IV of the Copyright, Designs and Patents Act 1988 (or any equivalent rights anywhere in the world) which may subsist in any images or other material contained in such database. The Customer further agrees that it shall have no entitlement to payment in respect of such use by the Supplier, including without limitation in relation to any revenue which may be generated by the Supplier from the use of the said AI image creation tool.

1. The Customer shall purchase the Subscription and shall pay to the Supplier for the duration of the Subscription Term in accordance with this clause 7:
   1. the Subscription Fees;
   2. any set up fee, support fees [and/or other agreed fees], as set out in Order or as otherwise agreed between the parties, which are incurred by the Customer in relation to the Service (together the "Fees").
2. The Subscription Fees shall be payable monthly [in arrears] within 30 days of the end of each calendar month (the first calendar month commencing on the Effective Date and ending on the last day of that calendar month) (each "Due Date").
3. If any set up fees, support fees [or other fees] are payable by the Customer to the Supplier, as set out in Order or as otherwise agreed between the parties, such fees shall be payable within 30 days of the end of the calendar month in which such fees were incurred, at the same time as the Subscription Fees for that month.
4. If the Supplier has not received payment of any Fees by the Due Date, and without prejudice to any other rights and remedies of the Supplier:
   1. the Supplier may, forthwith and without liability to the Customer, suspend and/or disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services or provide any Supplied Imagery while the payment(s) concerned remain unpaid; and
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the Due Date and continuing until fully paid, whether before or after judgment.
5. All amounts and fees stated or referred to in this agreement:
   1. shall be payable in pounds sterling;
   2. are, except as expressly stated in this agreement, non-cancellable and non-refundable;
   3. are exclusive of value added tax, which shall be added to the Subscription Fees and any other fees payable under this agreement, and shall paid to the Supplier at the appropriate rate.
6. The Supplier shall be entitled to increase the Fees payable pursuant to this clause 7 at the start of each Renewal Period upon [90] days' prior notice to the Customer and the Fees shall be deemed to have been amended accordingly.

1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all the Intellectual Property Rights in:
   1. the Supplied Imagery, including without limitation and for the avoidance of doubt, in all backdrops, vehicle images and videos, music and voiceover/soundtrack and other material both as separate parts of the Supplied Imagery and in combined form;
   2. the Software;
   3. the Services; and
   4. the Documentation.
2. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights or any other rights or licences in respect of the Supplied Imagery, the Software, the Services or the Documentation.
3. The Supplier confirms that it has and will maintain all the rights in relation to the Supplied Imagery (but excluding any images supplied by the Customer), the Software, the Services and the Documentation that are necessary to grant the Customer the right to use the Supplied Imagery, the Services and the Documentation in accordance with the terms of this agreement. The Customer shall notify the Supplier immediately if it becomes aware of any allegation by any third party that the Customer’s use of the Supplied Imagery and/or the Services infringes the rights of any person and shall comply with the Supplier’s instructions in relation to such allegation.

1. In this clause 9:
   1. "Confidential Information" means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this agreement in connection with the Services and/or the Documentation, including but not limited to:
      1. any information that would be regarded as confidential by a reasonable business person relating to:
         1. the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
         2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
      2. any information developed by the parties in the course of carrying out this agreement; and
   2. "Representatives" means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
2. The provisions of this clause shall not apply to any Confidential Information that:
   1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
   2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
   3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
   4. the parties agree in writing is not confidential or may be disclosed; or
   5. is shown by genuine documentary evidence to have been developed by or for the receiving party independently of and without any reference to the information disclosed by the disclosing party.
3. Each party shall keep the other party's Confidential Information secret and confidential and shall not:
   1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement ("Permitted Purpose"); or
   2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 9.
4. A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
   1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
   2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
5. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.5, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.
6. A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
7. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.
8. On termination or expiry of this agreement, each party shall:
   1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
   2. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
   3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 13 (Termination).
9. Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
10. The above provisions of this clause 9 shall continue to apply after termination or expiry of this agreement.
11. In performing its obligations under this agreement the Customer shall comply with the policies of the Supplier set out in the Documentation.

1. The Customer shall have sole responsibility and be solely liable for:
   1. the accuracy, legality, reliability, integrity, and quality of all Customer Data, including without limitation all information provided to the Supplier in each Service Request; and
   2. checking and approving all Supplied Imagery including without limitation for confirming that the images provided to the Customer are a fair and accurate representation of each relevant vehicle and that all Supplied Imagery is otherwise accurate and suitable for the Customer’s purposes.
2. The Customer agrees to wholly indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Supplied Imagery and/or the Services and/or the Documentation to the extent that such claims, actions, proceedings, losses, damages, expenses and costs are based on:
   1. the Customer Data or any other material supplied by the Customer as part of aby Service Request;
   2. any matter that could reasonably have been discovered by the Customer during the process of the Customer’s approval of the Supplied Imagery;
   3. any modification of the Services, the Documentation or the Supplied Imagery, by anyone other than the Supplier;
   4. the Customer's use of the Services, the Documentation or the Supplied Imagery, in a manner contrary to the instructions given to the Customer by the Supplier or contained in the Documentation;
   5. the Customer's use of the Services, the Documentation or the Supplied Imagery, after receipt of notice from the Supplier to cease using any Supplied Imagery or of any notice of alleged or actual infringement of third party rights; or
   6. the Customer's breach of this agreement.

1. In this clause 11:
   1. "Liability" means every kind of liability arising under or in connection with this agreement and/or connected with the provision and/or use of the Services including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
   2. "Default" means any act or omission resulting in one party incurring liability to the other.
2. Except as expressly and specifically provided in this agreement:
   1. the Supplier shall have no Liability for any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
   2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law in relation to the Supplied Imagery, the Software, the Services and/or the Documentation are, to the fullest extent permitted by applicable law, excluded from this agreement.
3. The Supplier shall have no liability for any:
   1. loss of profits,
   2. loss of business,
   3. wasted expenditure,
   4. depletion of goodwill and/or similar losses,
   5. loss or corruption of data or information, or
   6. any special, indirect or consequential loss, costs, damages, charges or expenses.
4. The Supplier's total aggregate liability, in respect of any Default(s) under this agreement shall not exceed the total Subscription Fees paid in the calendar month(s) in which the Default(s) occurred.
5. Nothing in this agreement excludes the liability of the Supplier:
   1. for death or personal injury caused by the Supplier's negligence; or
   2. for fraud or fraudulent misrepresentation.

Without affecting any other right or remedy available to it, in the event that the Customer commits any breach of this agreement, the Supplier may, by notice given in accordance with clause 24 of this agreement to the Customer:

1. immediately suspend the provision of the Services to the Customer, including without limitation and for the avoidance of doubt by suspending the supply of images, videos and/or other material in response to Service Requests by the Customer; and
2. immediately suspend all licences granted to the Customer under this agreement, including without limitation and for the avoidance of doubt, the right to use all Supplied Imagery already supplied to the Customer,

until such breach has been remedied to the reasonable satisfaction of the Supplier.

1. This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be [automatically renewed]/[renewed by mutual agreement] for successive Renewal Periods, unless:
   1. either party gives notice in accordance with clause 24 of this agreement to the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
   2. otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".
2. Without affecting any other right or remedy available to it, the Customer may terminate this agreement with immediate effect by giving written notice to the Supplier if the Customer can show by genuine documentary evidence that the Supplier has persistently failed to meet the requirements of clauses 5.1 and 5.2, despite notice from the Customer requiring such failure to be remedied.
3. 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:
   1. 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;
   2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
   3. 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 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
   4. 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;
   5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
   6. 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;
   7. 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 (being a company, partnership or limited liability partnership);
   8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
   9. 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;
   10. 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;
   11. 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 13.3(c) to clause 13.3(j) (inclusive);
   12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
   13. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
4. On termination of this agreement for any reason:
   1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Supplied Imagery, the App, the Services and the Documentation provided that, on termination pursuant to clause 13.1 (termination on notice) [or 13.2 (termination for persistent failure to meet requirements)], the Customer shall be entitled to continue to use any Supplied Imagery which had already been supplied by the Supplier to the Customer as at the date of termination for a limited period of 30 days after the date of termination;
   2. 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;
   3. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
   4. 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.

Neither party shall be in breach of this agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving not less than 14 days' written notice to the affected party.

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

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.

1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
2. If any provision or part-provision of this agreement is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
2. 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 is not set out in this agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement] based on any statement in this agreement.
4. Nothing in this clause shall limit or exclude any liability for fraud.

1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
2. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

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).

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

1. This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
2. No counterpart shall be effective until each party has provided to the other at least one executed counterpart.

1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
   1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
   2. sent by email to the following addresses (or an address substituted in writing by the party to be served):
      1. The Supplier: The email address specified in the Order.
      2. The Customer: The email address specified in the Order.
2. Any notice shall be deemed to have been received:
   1. if delivered by hand, at the time the notice is left at the proper address;
   2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
   3. if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

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 interpreted 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), including any tort claims arising out of the parties’ performance of their respective obligations under this agreement.