End User Licence Agreement


This page (together with the documents expressly referred to on it including Sentiment Metrics’ Privacy Policy, Terms of Website Use, Cookie Policy and Website Acceptable Use Policy) tells You information about Sentiment Metrics (Sentiment) and the legal terms and conditions on which Sentiment supplies some or all of the services (Services) listed on Sentiment’s website www.sentimentmetrics.co.uk or www.sentiment.io  (or such other website as Sentiment may from time to time designate and notify to You) (Website) to You.  These terms and conditions together with the documents referred to in them are together called the Terms.

You understand that by ordering any of the Online Services, You will be bound by these Terms in the version current at the time that order is placed.   Please read these Terms carefully and make sure that You understand them, before ordering any Products.  Please click on the button marked "Accept" at the end of these Terms if You accept them. If You do not accept these Terms, You will not be able to order or receive any of the Services.

These Terms are intended for business users and not consumers and contain certain limitations on Sentiment’s liability. Please contact us if you are not a business user.

AGREED TERMS

1.Interpretation

1.1In these Agreed Terms the following definitions and rules of interpretation in this clause apply:

Authorised User;

any person authorised by You 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.

Change of Control;

shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Contract Year;

the year starting immediately on the date after the expiry of the Initial Term and thereafter the anniversary of that date;

Confidential Information;

information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5;

Customer Data;

the data inputted by You, or Sentiment on Your behalf for the purpose of using the Services or facilitating Your use of the Services;

Documentation;

the documents made available to You by Sentiment online via www.sentiment.io or such other web address notified by Sentiment to You from time to time which sets out a description of the Services and the user instructions for the Services;

Effective Date;

the date from which you first become entitled to use the Services;

Identity;

the password protected logon allowing an Authorised User to access the Services;

[Initial Subscription Package;

the Subscription Package set out in the Order Form at the date hereof;]

Initial Term;

The period of time for which you have subscribed for the Services and paid Subscription Fees beginning on the Effective Date;

Normal Business Hours;

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

[Order Form;

the form attached to these Terms setting out the Initial Subscription Package.]

[Overage Fees;

means the fees payable to Sentiment and in the amount set out in Schedule 1 which become chargeable when the Subscription Package is exceeded either in user numbers and/or data volume by You in any calendar month.]

Services;

the subscription services provided by Sentiment to You under these Terms via www.sentiment.io or any other website notified to You by Sentiment from time to time, as more particularly described in the Documentation;

Software;

the online software applications provided by Sentiment as part of the Services;

Subscription Fees;

the subscription fees payable by You to Sentiment or our authorised reseller for the Subscription Package, as set out from time to time on the Website or agreed by you via our authorised reseller];

Subscription Package;

the number of user subscriptions and volume of data agreed to be purchased by You pursuant to these Terms [and any terms agreed with our authorised reseller];

Subscription Term;

is defined in clause [19];

Subscription Tier;

Sentiment’s pricing tier of data usage and or user subscriptions as set out [on the Website;]

Support Services Policy;

Sentiment’s policy for providing support in relation to the Services as made available at [www.sentiment.io] or such other website address as may be notified to You from time to time;

Virus;

any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

Web Address;

www.sentiment.io or such other address as Sentiment may notify to You from time to time;

You;

The person, institution or establishment who subscribes to and pays for the use of the Services and (where applicable) any Authorised User and Your shall be construed accordingly.

1.2Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

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.

1.9[The terms of the Order Form are expressly incorporated into these Terms.]

1.10References to clauses [and schedules] are to the clauses [and schedules] of these Terms[; references to paragraphs are to paragraphs of the relevant schedule to these Terms].

2.Information about sentiment and purpose of online services

2.1 Sentiment Metrics is the trading name of Macranet Limited, a company registered in England and Wales with registered number 04848068 with its trading address at The Hub, Fowler Avenue, IQ Farnborough, Farnborough, GU14 7JF.

2.2 Sentiment’s VAT number is

2.3 Sentiment operates the Website and the Web Address.

2.4 Sentiment has developed certain software applications and platforms which it makes available to subscribers via the internet on a [pay-per-site/volume data] basis for the purpose of the management of customer responses on social media.

2.5 The Services will be available to You to use only in Your business and operations.

3. Matters relating to you, your status and your information

3.1 Access to the Website may not be lawful by certain persons.

3.2 By placing an order for Services, You warrant that You are legally capable of entering into binding contracts and do so as a business and not as a consumer.

3.3 Please contact Sentiment at [email address] to request the removal of information about You that Sentiment holds.

4. Authority and entire agreement

4.1 You confirm that You have authority to bind any undertaking, person or company on whose behalf You purchase Services.

4.2 These Terms and any document (including any document which is accessed by a hyperlink on the Website or in these Terms) expressly referred to in them constitute the entire agreement between You and Sentiment. You acknowledge that You have not relied on any statement, promise or other representation made or given by or on behalf of Sentiment which is not set out in these Terms or any document referred to in them.

5. Use of services

5.1 You are responsible for the acts and/or omissions of any persons making use of Your Identity(ies) whether being authorised to do so or not.   You will promptly notify Sentiment on becoming aware of any Identity and/or password being known and/or available to a third party and You will immediately take all necessary steps to change the password associated with any Identity which has been compromised.

5.2 If You become aware that any unauthorised access to or use of any Service has occurred or may occur, You will promptly notify Sentiment.

5.3 If Sentiment becomes aware that any unauthorised access to or use of a Service has occurred or may occur, Sentiment will promptly notify You and may take steps to suspend and/or terminate Your access to or use of the Services.

5.4 Without prejudice to Sentiment’s rights under clause 5.3, upon notification under clause 5.1 or 5.2 Sentiment will discuss with You what steps if any may be appropriate to reduce the risk of any further unauthorised access to or use of the Services, and Sentiment and You will each take such steps as soon as is reasonably practicable each bearing their own costs.

5.5 Where at any time Sentiment becomes aware that You are not complying with these Terms including but not limited to access to or use of the Services or that there has been or may be unauthorised access to or use of any Service, Sentiment reserves the right to suspend and/or terminate Your access to any Services, and will notify You in the event that suspension or termination occurs. Sentiment has discretion to restore Your access where You have demonstrated to Sentiment’s reasonable satisfaction that such non-compliance has ceased and the You are taking all reasonable steps to prevent its recurrence.

5.6 The Terms of Website Use apply to Your use of the Services.

5.7 Authorised Users are authorised to use the Services only for the reasonable purposes of Your undertaking.

6. Subscriptions

6.1 Subject to and in consideration of Your purchasing the Subscription Package, the restrictions set out in this clause and the other terms and conditions of these Terms, Sentiment hereby grants to You a non-exclusive, non-transferable right to permit You to use the Services and the Documentation solely for Your internal business operations from the Effective Date for the Subscription Term.

6.2 You shall not access, store, distribute or transmit any Viruses, or distribute or transmit any material during the course of Your use of the Services that:

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

6.2.2 facilitates illegal activity;

6.2.3 depicts sexually explicit images;

6.2.4 promotes unlawful violence;

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

6.2.6 in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Sentiment reserves the right, without liability to You and without prejudice to its other rights, to disable the Your access to any material that breaches the provisions of this clause.

6.3 You shall not:

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

6.3.1.1 and except to the extent expressly permitted under these Terms, attempt 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

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

6.3.2 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

6.3.3 use the Services and/or Documentation to provide services to third parties except where expressly provided; or

6.3.4 [subject to clause 22.1, ]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 Authorised Users, or

6.3.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 6.

6.4 You 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 Sentiment.

6.5 Any use of the Services by a person who is not You is prohibited. You may request that a third party be granted access to the Services and Sentiment shall process such request in accordance with clause [25.1].

7. Services

7.1 Sentiment shall provide the Services and make available the Documentation to You on and subject to these Terms.

7.2 Sentiment shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance carried out outside Normal Business Hours.

7.3 Sentiment will, as part of the Services and at no additional cost to You, provide You with Sentiment’s standard customer support services during Normal Business Hours in accordance with Sentiment’s Support Services Policy in effect at the time that the Services are provided.  Sentiment may amend the Support Services Policy in its sole and absolute discretion from time to time, You may purchase strategic support and professional support services separately at Sentiment’s then current rates.

8. How the Agreement to supply Services is formed between You and Sentiment

8.1 You place an order by sending the completed order form to [insert authorised reseller’s address].

8.2 After You place an order, You will receive an e-mail from our authorised reseller or Sentiment acknowledging that it has received Your order.  However, please note that this does not mean that Your order has been accepted.  Sentiment’s acceptance of Your order will take place as described in clause 8.3.

8.3 Sentiment will confirm its acceptance to You by sending You an e-mail (Confirmation).  The agreement by Sentiment to supply Online Services to You will only be formed when Sentiment sends You the Confirmation. Your agreement to be bound by these Terms and other good and valuable consideration is accepted by Sentiment under the agreement.

9. Sentiment’s right to vary these Terms

9.1 Sentiment may revise these Terms from time to time.

9.2 Every time You order services from Sentiment, the Terms in force at that time will apply to the agreement by Sentiment to supply such services to You.

9.3 Whenever Sentiment revises these Terms in accordance with this clause 9, it will keep You informed and give You notice of this by stating that these Terms have been amended and the relevant date at the top of this page.

10.  Submitting Content to the Web Address

10.1 You will remain solely liable for any material You submit to the Web Address (or which is provided by You and which Sentiment uploads to the Web Address on Your behalf) and/or any Service.  In submitting any material to the Web Address and/or a Service You hereby agree to indemnify, and keep indemnified, Sentiment, its holding company and subsidiaries, affiliates, directors, officers and employees from and against any and all claims, liability, costs, damage, other expenses or loss any of them may incur (including without limitation legal fees) as a result of any material You submit or any violation by You of Your obligations under these Terms.

10.2 If You are uploading information or content, You warrant to Sentiment that the information or content that You provide is accurate and complete. You are responsible for ensuring that this information or content is promptly updated if there are any changes to the information or content provided and You undertake to maintain the accuracy and completeness of the information or content that You have uploaded.

10.3 By submitting any material to the Web Address, and/or any Service You grant Sentiment an irrevocable, free of charge, non-exclusive, worldwide, perpetual licence to use such material in the provision of Services to You.

11. Customer data

11.1 Sentiment’s Privacy Policy is incorporated into these Terms. For more information regarding how personal information is used by Sentiment please refer to the Privacy Policy [do we need to refer to anything else here?].

11.2 If You use the Website or Web Address to submit information for or on behalf of a third party (Registree) You are responsible for any error in the accuracy of information provided to Sentiment or failure properly to obtain the consent of a Registree in connection with such use and You will indemnify and keep indemnified Sentiment, its employees and agents, from and against any and all claims, liabilities, damages, costs, actions or demands, including without limitation all legal and accounting costs, arising or resulting from any inaccuracies in the information You submit or Your breach of these Terms.  Where making any use of Registree information You must inform the Registree of all terms and conditions applicable to such use.

11.3 If You are acting as an intermediary by submitting someone else's personal information, Data Protection law requires that You must ensure that You have obtained their express consent to upload such personal information onto the Website and/or Web Address and by clicking the confirmation box when You upload their personal information You warrant to Sentiment that:

11.3.1 such consent has been obtained from each individual by You; and

11.3.2 that their consent is capable of being withdrawn at any time without difficulty.

11.4 You 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 the Customer Data.

11.5 In the event of any loss or damage to Customer Data, Your sole and exclusive remedy shall be for Sentiment to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Sentiment. Sentiment 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 Sentiment to perform services related to Customer Data maintenance and back-up).

11.6 If Sentiment processes any personal data on Your behalf when performing its obligations under this Agreement, the parties record their intention that You shall be the data controller and Sentiment shall be a data processor and in any such case:

11.6.1 You acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where You are located in order to carry out the Services and Sentiment’s other obligations under these Terms;

11.6.2 You shall ensure that You are entitled to transfer the relevant personal data to Sentiment so that Sentiment may lawfully use, process and transfer the personal data in accordance with these Terms on Your behalf;

11.6.3  You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and

11.6.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

12. Third party providers

Sentiment makes no representation or commitment and shall have no liability in relation to Your use of, or correspondence with, any third-party website. Any contract entered into and any transaction completed via any third-party website is between You and the relevant third party, and not Sentiment.  Sentiment recommends that You refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  Sentiment does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

13.  [Sentiment’s obligations

13.1 Sentiment undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. If the Services do not conform with this undertaking, Sentiment will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of this undertaking. 

13.2 The undertaking at clause 13.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Sentiment’s instructions, or modification or alteration of the Services by any party other than Sentiment or its duly authorised contractors or agents.

13.3 Sentiment:

13.3.1 does not warrant that Your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by You through the Services will meet the Your requirements; and

13.3.2 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 You acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

13.4 Sentiment may enter into similar agreements with third parties, independently develop, use, sell or license documentation, products and/or services which are similar to those provided under this Agreement.

13.5 Sentiment warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.]

14. [Your obligations

14.1 You shall:

14.1.1 provide Sentiment with:

14.1.1.1 all necessary co-operation in relation to these Terms; and

14.1.1.2 all necessary access to such information as may be required by Sentiment;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

14.1.2 comply with all applicable laws and regulations with respect to its activities under these Terms;

14.1.3 carry out all of Your other responsibilities set out in these Terms in a timely and efficient manner;

14.1.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for Sentiment, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

14.1.5 ensure that its network and systems comply with the relevant specifications provided by Sentiment from time to time;

14.1.6  ensure that it maintains and retains backed-up versions of data supplied to Sentiment; and

14.1.7 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Sentiment’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.]

15. Charges and payment

15.1 Prices for Services may change from time to time, but changes will not affect any confirmed order for Services.

15.2 Without prejudice to any of Sentiment’s other rights and remedies:

15.2.1 Sentiment may, without liability to You, disable Your password, account and access to all or part of the Services and Sentiment shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

15.2.2 interest shall accrue on a daily basis on such due amounts at an annual rate of 8% per annum from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

15.3 Sentiment may audit the Services in order to establish the name and password of each Authorised User, in such a manner as not to substantially interfere with Your normal activities.

16. Proprietary rights

16.1 You acknowledge and agree that Sentiment and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms do not grant You any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

16.2 You confirm that You have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights You grant under, and in accordance with, these Terms.

17. Confidentiality

17.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms.  A party's Confidential Information shall not be deemed to include information that:

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

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

17.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

17.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

17.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

17.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.

17.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.

17.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

17.5 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute the Sentiment’s Confidential Information.

17.6 [Sentiment acknowledges that the Customer Data is the Confidential Information of You.]

17.7 This clause 17 shall survive termination of this Agreement, however arising.

18. Indemnity

18.1 You shall defend, indemnify and hold harmless Sentiment 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 Your use of the Services and/or Documentation, provided that:

18.1.1 You are given prompt notice of any such claim;

18.1.2 Sentiment provides reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and

18.1.3 You are given sole authority to defend or settle the claim.

18.2 Sentiment shall defend You, Your officers, directors and employees against any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:

18.2.1 Sentiment is given prompt notice of any such claim;

18.2.2 You provide reasonable co-operation to Sentiment in the defence and settlement of such claim, at Sentiment’s expense; and

18.2.3 Sentiment is given sole authority to defend or settle the claim.

18.3 In the defence or settlement of any claim, Sentiment may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 2 Business Days’ notice to You without any additional liability or obligation to pay damages or other additional costs to You.

18.4 In no event shall Sentiment, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:

18.4.1 a modification of the Services or Documentation by anyone other than Sentiment; or

18.4.2 Your use of the Services or Documentation in a manner contrary to the instructions given to You by Sentiment; or

18.4.3 Your use of the Services or Documentation after notice of the alleged or actual infringement from Sentiment or any appropriate authority.

18.5 This clause states Your sole and exclusive rights and remedies, and Sentiment’s (including Sentiment’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

19. Limitation of liability

19.1 This clause 19 sets out the entire financial liability of Sentiment (including any liability for the acts or omissions of its employees, agents and sub-contractors) to You:

19.1.1 arising under or in connection with this Agreement;

19.1.2 in respect of any use made by You of the Services and Documentation or any part of them; and

19.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

19.2 Except as expressly and specifically provided in these Terms:

19.2.1 You assume sole responsibility for results obtained from the use of the Services and the Documentation by You, and for conclusions drawn from such use. Sentiment shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Sentiment by You in connection with the Services, or any actions taken by Sentiment at the Your direction;

19.2.2 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 these Terms; and

19.2.3 the Services and the Documentation are provided to You on an "as is" basis.

19.3 Nothing in this Agreement excludes the liability of Sentiment:

19.3.1 for death or personal injury caused by Sentiment’s negligence; or

19.3.2 for fraud or fraudulent misrepresentation.

19.4 Subject to clause 19.2 and clause 19.3:

19.4.1 Sentiment shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

19.4.2 Sentiment’s total aggregate liability in contract (including in respect of the indemnity at clause 19.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.

20. Term and termination

20.1 These Terms shall, unless otherwise terminated as provided in this clause 21, commence on the Effective Date and shall continue unless:

20.1.1 either party notifies the other party of termination, with [30] days’ notice in writing [not to expire before the end of the Initial Term or the then current Contract Year]; or

20.1.2 otherwise terminated in accordance with the provisions of this Agreement.

20.2 Without affecting any other right or remedy available to it, Sentiment may terminate these Terms with immediate effect by giving written notice to You if:

20.2.1 You fail to pay any amount due on the due date for payment and remains in default not less than [30] days after being notified in writing to make such payment;

20.2.2 You commit a material breach of any other term of these Terms which breach is irremediable (including a breach which jeopardises the brand or reputation of Sentiment in any way) or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

20.2.3 You repeatedly breach any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;

20.2.4 You suspend, or threaten to suspend, payment of Your debts or are unable to pay Your debts as they fall due or admit inability to pay Your debts or are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986 ;

20.2.5 You commence negotiations with all or any class of its creditors with a view to rescheduling any of Your debts, or make a proposal for or enter into any compromise or arrangement with Your creditors other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction of You;

20.2.6 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 You other than for the sole purpose of a scheme for a solvent amalgamation of You with one or more other companies or the solvent reconstruction of You;

20.2.7 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 You or Your business;

20.2.8 the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver;

20.2.9 a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;

20.2.10 a creditor or encumbrancer of You 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 Your assets and such attachment or process is not discharged within [14] days;

20.2.11 any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which You are subject that has an effect equivalent or similar to any of the events mentioned in clause 21.2.4 to clause 21.2.10 (inclusive);

20.2.12 You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business; or

20.2.13 there is a change of control of You (in which case termination shall only be with Sentiment’s consent or at Sentiment’s option).

20.3 On termination for any reason:

20.3.1 all licences granted under these Terms shall immediately terminate;

20.3.2 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;

20.3.3 all Subscription Fees, [and Overage Fees] shall become immediately payable; and

20.3.4 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.

21. Force majeure

Sentiment shall have no liability to You under these Terms, and its obligations hereunder shall be suspended, if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control. Sentiment shall notify You of such an event and its expected duration.

22. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms 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.

23. Rights and remedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are cumulative and not exclusive of, any rights or remedies provided by law.

24. Severance

24.1 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

24.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

25. Assignment

25.1 You shall not, without the prior written consent of Sentiment, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these Terms. In the event that You request that Your clients or customers be granted access to the Services, the Software or the Documentation Sentiment may agree to such access and upon such terms as it in its absolute discretion considers appropriate and no less stringent than these Terms.

25.2 Sentiment 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 these Terms.

26. No partnership or agency

Nothing in these Terms 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).

27. Third party rights

These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

28. Notices

28.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes. Notices given by e-mail must be printed off and posted by the notifying party to the other party.

28.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. Notices given by e-mail are deemed received when error free proof of delivery has been received by the sender.

28.3 Nothing in this clause affects the validity of notifications posted by Sentiment on its website which affect all customers or by email to all its customers.

29. Governing law

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

30. Jurisdiction

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 these Terms or its subject matter or formation (including non-contractual disputes or claims).

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