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THIS AGREEMENT is made on   [Date of Use]

BETWEEN

(1)("Supplier"); Cockerel Software Limited is incorporated in England and Wales with company number 03505184. Our registered office is located at 1st Floor, Citygate, St. James' Boulevard, Newcastle upon Tyne, Tyne & Wear, NE1 4JE;

("Customer");                                                                                                             
incorporated and registered in England and Wales with company number                           

whose registered office is at:

BACKGROUND

(A)The Supplier has developed and operates certain web-based services for the creation and completion of legal forms which it makes available to customers via the internet with the provision of certain software applications and platforms to Customers.

(B)The Customer wishes to use the Supplier's Service in its business operations.

(C)The Supplier has agreed to provide, and the Customer has agreed to take and pay for the Supplier's Service subject to the terms and conditions of this Agreement.

IT IS AGREED THAT

1      Interpretation

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

1.2Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality), public sector body or trust, and that person's legal and personal representatives, successors or permitted assigns.

1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.6Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.8A 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.

1.9A reference to writing or written includes email but not faxes.

1.10References 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      Registration and Use OF THE SERVICES

2.1In order to use the Services, the Customer must complete the Registration Process.

2.2Subject to clauses 2.1 and 9.1, the Customer may use the Services in accordance with
this Agreement.

2.3Subject to the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer and where applicable any Affiliates a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term of this Agreement solely for the Customer's business operations.

2.4The Customer shall engage with Interface Third Parties on the Interface Terms or on such terms that have an effect equivalent to the Interface Terms prior to any delivery, download or distribution of any Services and such Interface Terms (or equivalent terms as the case may be) shall be incorporated into Customer’s terms of engagement with Interface Third Party.

2.5In relation to the Authorised Users, the Customer acknowledges and undertakes that:

2.5.1it is the sole responsibility of the Customer to manage its Authorised Users by appointing one or more Customer administrator(s) to ensure that it maintains and keeps updated the appropriate number of Authorised Users as agreed between the parties at the Effective Date and the Supplier shall bear no responsibility to notify the Customer where such Authorised Users exceed the number agreed and as set out in the Proposal and Schedule 1;

2.5.2to the extent that the Customer’s Authorised Users exceed the maximum number purchased from the Supplier, the Customer accepts that the Fees (including any applicable Disbursements) charged by the Supplier will be increased to reflect the additional number of Authorised Users in accordance with clause 8, the Proposal and Schedule 1.

2.5.3it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

2.5.4each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential;

2.5.5it shall permit the Supplier to monitor use of the Software and conduct audits of the Software to ensure that the activity of Authorised Users complies with this Agreement and Supplier Policies.  All monitoring and audits shall be conducted at the Supplier's expense, and shall be exercised in such a manner as not to substantially interfere with the Customer's normal conduct of business; 

2.5.6if any of the audits referred to in clause 2.5.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and

2.5.7if any of the audits referred to in clause 2.5.5 reveal that the Customer has underpaid Fees (including any applicable Disbursements) to the Supplier, then without prejudice to the Supplier’s other rights, the Supplier will charge and the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with clause 8.3 and the prices set out in the Proposal.

2.6The Customer (and any Authorised Users) shall not, and shall procure that any third party to whom it provides access to the Services shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

2.6.1is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.6.2facilitates illegal activity;

2.6.3depicts sexually explicit images;

2.6.4promotes unlawful violence;

2.6.5is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.6.6is 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 to the      
Customer, to disable or limit the Customer's access to or use of the Services or remove
without notice any material that it reasonably considers to breach the provisions
of this clause.

2.7The Customer shall not, and procure that its Authorised Users shall not, (except as permitted by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement):

2.7.1attempt to copy, modify, duplicate, create derivative works from, frame, mirror,     republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

2.7.2attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

1. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.7.4subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users and any Regulatory Body who would receive the documents in the routine operation of the Customer’s business, or

2.7.5attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.

2.8             The Customer shall use its best endeavours to ensure that it and its Authorised Users do              not introduce or permit the introduction of any Virus or vulnerability into the Supplier's                    network and information systems.

2.9The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3      Services

3.1The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer and where applicable any Affiliates on and subject to the terms of this Agreement.

3.2The Supplier shall use commercially reasonable endeavours to make the Services available 99.5% of UK Business Hours except for:

1. The Planned Downtime which the Supplier shall use reasonable endeavours to carry out outside UK Business Hours and shall give the Customer at least 48 hours’ notice in advance and in writing; and
2. Unplanned Downtime which the Supplier will endeavour to perform outside UK Business Hours if reasonably practicable, provided that the Supplier has used reasonable endeavours to give the Customer at least 30 hours’ notice in advance and in writing providing always that where such Unplanned Downtime is required to prevent the Services from being materially impacted, such Unplanned Downtime as is required by the Supplier will proceed without delay and no advance notice shall be provided to the Customer who shall be informed as soon as reasonably practicable.

3.3Supplier will, as part of the Services provide the Customer with the Supplier's standard customer support services during UK Business Hours in accordance with the Supplier's Service Levels in effect at the time that the Services are provided. The Supplier may amend the Service Levels in its sole and reasonable discretion from time to time provided that it does not materially impact the level of support provided to the Customer.  The Customer accepts that the Supplier may be required to amend Service Levels in response to reduced performance in services provided by Regulated Bodies and Excluded Third Parties which may materially impact the Service Levels.  The Customer acknowledges and accepts that it is not entitled to receive support (including legal advice) relating to the completion and population of any Form.   The Customer further acknowledges that the Supplier’s customer support services shall be limited to technical issues arising out of the Customer’s use of the Services.

3.4The Supplier shall use its reasonable endeavours to consider all and any reasonable requests for enhancements to the Services (for which the Supplier may charge) but shall be under no obligation to acknowledge or implement such requests.   Fees and payment for enhancements to the Services will be provided on a time and materials basis and paid as set out in Schedule 1 of this Agreement.

4      Data protection

4.1Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

4.2The parties acknowledge that:

4.2.1if the Supplier processes any personal data (as defined in Article 4 of the UK GDPR) received from the Customer (“Personal Data”) on the Customer's behalf when
performing its obligations under this Agreement, the Customer is the controller, and the Supplier is the processor for the purposes of the Data Protection Legislation;

4.2.2Schedule 3 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of data subject;

4.2.3the Personal Data may be transferred and accessed outside the United Kingdom
and/or the EEA to the extent that the Customer requires the Services to be provided to any Authorised Users who are located outside such territories in order that the Supplier may carry out the Services and its obligations under this Agreement.

4.3Without prejudice to the generality of clause 4.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this Agreement so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with this Agreement on the Customer's behalf.

4.4Without prejudice to the generality of clause 4.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Agreement:

4.4.1process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process such Personal Data (Applicable Laws) (and in such a case the Supplier shall inform the Customer of that legal requirement before , unless Applicable Law prevents it doing so on important grounds of public interest). The Supplier shall immediately inform the Customer if any instruction relating to the infringes or may infringe any ;

4.4.2not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(a)the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(b)the data subject has enforceable rights and effective legal remedies;

(c)the Supplier complies with its obligations under the Data Protection Legislation by:

(i)processing Personal Data in a territory defined by the UK Information Commissioner’s Office (ICO) as a territory with an adequate level of protection to any Personal Data that is transferred; or

(ii)participating in a valid cross-border transfer mechanism including where appropriate the use of a Data Transfer Agreement; or

(iii)otherwise complying with the Data Protection Legislation as required by Article 49 of the UK GDPR.

and the Supplier complies with reasonable written instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.

4.4.3ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential and not to disclose Personal Data to third parties unless the Customer or this Agreement specifically authorises the disclosure, or as required by law;

4.4.4taking into account the nature of the processing carried out by the Supplier and the information available to the Supplier, reasonably assist the Customer in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.  To the extent that such reasonable assistance is required as a direct result of the Supplier’s failure to comply with its obligations under this Agreement, the Supplier shall bear the cost of providing such reasonable assistance to the Customer in accordance with this clause 4.4.4;

4.4.5notify the Customer without undue delay (and in any event not later than 48 hours) on becoming aware of a Personal Data breach (as defined in Article 4 of the UK GDPR), providing as a minimum all information set out at Article 33(3) of the UK GDPR;

4.4.6at the written direction of the Customer, provide copies of or give access to all or part of the Customer’s Personal Data requested or delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Law to store the Personal data; and

4.4.7maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and allow for audits as the Customer reasonably requests on ten (10) Business Days’ notice, such requests to be limited to one audit in each 12-month period and do not unreasonably disrupt the Supplier or delay the provision of the Services by the Supplier to the Customer.  For the avoidance of doubt the Customer may on reasonable notice carry out an audit of the Supplier’s systems and records where such audit is requested by UK Information Commissioner’s Office (ICO) or as a result of a verified Personal Data breach notified by the Supplier in relation to the Customer Data.

4.5Each party shall ensure that it has in place appropriate technical and organisational measures,  to protect against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

4.6The Customer consents to the Supplier appointing those third-party processors of Personal Data (“Subprocessors”) of Personal Data under this Agreement as set out in Schedule 3. The Supplier confirms that it has entered or (as the case may be) will enter with the Subprocessors into a written agreement that reflects requirements of the Data Protection Legislation.  Subject to clause 4.7, the Supplier shall inform the Customer with at least thirty (30) days’ notice of any intended changes concerning the addition or replacement of the Subprocessors, thereby giving the Customer the opportunity to object to any changes.  If the Customer objects to such changes it shall notify the Supplier within fourteen (14) days of notification by the Supplier of the intended change setting out the basis on which it objects to the Supplier’s reasonable satisfaction that the Customer’s objection is due to an actual or likely breach of the Data Protection Legislation. 

4.7The Supplier may forego its obligation to notify the Customer of its intention to appoint a Subprocessor in accordance with the timescales set out in the preceding clause where such Subprocessor appointment is necessary to ensure the Supplier’s IT infrastructure is maintained and supported in order to deliver the Services and perform its obligations under this Agreement.  For the avoidance of doubt, the Supplier shall not engage a Subprocessor outside the EEA and/or UK in relation to Hosting the Services without the prior written consent of the Customer. Where the Supplier proceeds to appoint a Subprocessor to which the Customer reasonably objects in accordance with clause 4.6, the Customer’s sole remedy shall be its right to terminate this Agreement on giving to the Supplier fourteen (14) days’ prior written notice, in which case neither party shall have any liability to the other except that rights and liabilities accrued prior to such termination shall continue to subsist.  

4.8If any Personal Data between the Customer and the Supplier requires execution of a Data Transfer Agreement in order to comply with the Data Protection Legislation, the parties will complete and execute such Data Transfer Agreement as is necessary and take all other actions required to legitimise the transfer.

4.9The Customer acknowledges and accepts that the Supplier has the right to use the Customer Data to develop and provide new and existing functionality and services (including statistical analysis, benchmarking and forecasting services) provided that any Customer Data used in such a way shall be displayed at an aggregated level only and will not be capable of being linked back to the Customer or any living individual.

5      Third party providers

5.1The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and/or engage with services from:

5.1.1third parties (including but not limited to Regulatory Bodies and Excluded Third Parties) via third-party websites; and

5.1.2third parties in respect of Third Party Products,

and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, transfer of Customer Data to, or correspondence with, any such third-party website or in respect of any Third Party Product, or any transactions completed or any contract entered into by the Customer, with any such third party or in respect of such Third Party Product. Any contract entered into, and any transaction completed via any third-party website or by engaging any Third-Party Product is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the relevant terms and conditions and privacy policy prior to using the relevant third-party website and/or in respect of any Third-Party Product. The Supplier does not endorse or approve any third-party website or Third-Party Product nor the content of any third-party website made available via the Services.

5.2The Customer acknowledges that where it or its Authorised Users remove, extract copy or otherwise transmit a Form (including where applicable any Customer Data) outside of the Platform, it does so at its own risk.  The Supplier shall have no liability or obligation whatsoever for the content or use of, transfer or transmission of a Form (including where applicable any Customer Data) to, or correspondence with the Customer, Authorised User or other third-party.

5.3The Customer acknowledges that it is responsible for ensuring that Finalised Forms and /or Offline Forms are submitted to Regulatory Bodies in good time and in compliance with timescales imposed by Regulatory Bodies, applicable laws and/or regulations.  The Supplier shall have no liability or obligation for any Finalised Forms and/or Offline Forms which are designated by a Regulatory Body to be incomplete, pending or rejected, or in relation to missed deadlines and/or timescales imposed by Regulatory Bodies or under applicable laws and regulations where any such missed deadline or timescale is the result of Regulatory Body or third-party service unavailability howsoever caused.

6      Supplier's obligations

6.1The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions (as set out in the Documentation and/or Supplier Policies, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

6.3The Supplier:

6.3.1does not warrant that the Customer's use of the Services will be uninterrupted or error-free;

6.3.2is not responsible for any delays, delivery failures, or any other loss or damage
resulting from the transfer of data over communications networks (including
communications to any Regulatory Body) and facilities, including the internet, or the engagement of Excluded Third Parties or in respect of Third Party Products, 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.

6.4This 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.

6.5The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

6.6

6.7The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy at Schedule 2 or such 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 within the Software, 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, such liability to be limited as set out in clause 12.3.2. 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 for which it shall remain fully liable).

7      Customer's obligations

7.1The Customer shall, and will procure that its Affiliates shall:

7.1.1provide the Supplier with:

a)    all necessary co-operation in relation to this Agreement; and

b)    all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

7.1.2without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

7.1.3carry 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;

7.1.4ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement (including the End User Licence Agreement (“the EULA”) set out in Schedule 4) and shall be responsible for any Authorised User's breach of this Agreement;

1. 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;
2. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time and that any third-party suppliers engaged by the Customer to provide case management systems, practice management systems and/or record management systems do not interfere with or compromise the integrity or security of the Software and/or Services.

7.1.7be, 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 data centres, and 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 caused by the internet; and

7.1.8ensure that its network and systems comply with the relevant specifications for Supported Browsers and Internet Connectivity Speeds and any other requirements communicated by the Supplier and updated from time to time.

1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8      Charges and payment

8.1No Fees shall be payable in respect of any Trial Period.  The Customer shall, and shall procure that its Affiliates shall pay the Fees and any Disbursements to the Supplier for the Services in respect of the Subscription Term in accordance with this clause 8, the Proposal and Schedule 1.

8.2A valid, original, accurate and complete approved Direct Debit Mandate acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details as reasonably required by the Supplier shall be provided to the Supplier by:

8.2.1the Customer, no later than seven (7) days prior to the Effective Date; and

8.2.2any Affiliate of the Customer, no later than fourteen (14) days prior to the date on which the Supplier is expected to commence provision of the Services to that Affiliate. 

8.3Upon receipt of the Customer’s (and any applicable Affiliate) approved Direct Debit Mandate to the Supplier in accordance with clause 8.2, the Supplier shall set up a credit account for billing the Customer (and any applicable Affiliate) in respect of the Services, together with any Disbursement and the Supplier shall invoice the Customer (and any applicable Affiliate):

(a)on the last day of each calendar month in electronic format for the Fees and Disbursements payable in accordance with the Proposal and Schedule 1, together with any underpayment identified in clauses 2.5.1 and 2.5.7; and

(b)approximately seven (7) days after the date of such invoice raised in accordance with this clause 8.3, the Supplier shall debit from the Customer’s (and any applicable Affiliate’s) bank account the amount detailed on such invoice.

8.4Without prejudice to the generality of this clause 8, if the Supplier has not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies of the Supplier:

8.4.1the Supplier may, without liability to the Customer, disable the Customer's (or any of its Affiliates) passwords, accounts 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 while the invoice(s) concerned remain unpaid; and

8.4.2interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% 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.

8.5All amounts, Fees and Disbursements stated or referred to in this Agreement:

8.5.1shall be payable in pounds sterling;

8.5.2are, subject to clause 12.3.2, non-cancellable and non-refundable (including any Fees and Disbursements which are discounted by the Supplier); and

8.5.3    are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

8.6The Supplier shall be entitled to increase the Fees payable in respect of the Services on each anniversary of the Effective Date upon three (3) months prior notice to the Customer.  The Supplier, shall when calculating any increase to the Fees, include inflationary rises which shall be based on the latest available figure for the percentage increase in the Retail Prices Index in the preceding 12-month period.  The Proposal and Schedule 1 shall be deemed to have been amended to reflect any increase to the Fees as set out in this clause 8.6.

8.7To the extent that the Customer does not accept the proposed increase in Fees notified to the Customer pursuant to clause 8.6, the Customer may within ten (10) Business Days of the date when such notice of increase was provided by the Supplier, terminate this Agreement with immediate effect.

8.8Without prejudice to the generality of clause 8.6, the Customer acknowledges and accepts that the Supplier will without delay pass on to the Customer (and any Affiliate) any increase in Disbursements without advance notice and any such increase will be set out in the Supplier’s invoice in accordance with clause 8.3. 

9      Proprietary rights

9.1The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer or its Authorised Users any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

9.2Notwithstanding the generality of clause 9.1, the Supplier acknowledges that the Customer and/or its licensors own all intellectual property rights in relation to any Bespoke Forms that the Customer requests the Supplier stores on the Platform for the exclusive use by the Customer and the Customer confirms and agrees that it has all the rights, permission and consents necessary to permit the Supplier to make available such Bespoke Forms on the Platform.

10   Confidentiality

10.1          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:

10.1.1is or becomes publicly known other than through any act or omission of the receiving party;

10.1.2was in the other party's lawful possession before the disclosure; or

10.1.3is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

10.2Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not