Adora Customer Agreement

This agreement is entered into between Adora Digital Health Limited whose registered office is Salisbury House, Station Road, Cambridge, CB1 2LA (“Adora”) and the party identified in the offer or invoice as the customer (the “Customer”) and is subject to the following terms and conditions.

Terms and Conditions

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

Additional Services: the additional services, such as events, training, consultancy and Adora Menopause Policy documentation whether on-line or in person, as set out in the Order Form or agreed between the parties in accordance with clause 4.

Adora Gold: the provision of Medical Helpline Service services without additional charges to the authorised subscriber..

Applicable Data Protection Laws: means:

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Authorised User Personal Data: personal data of an Authorised User processed by Adora as part of the Services or Additional Services.

Authorised Users: those individuals to whom the Customer has provided its unique access code to use the Services and who are authorised by the Customer to use the Services in accordance with this Agreement and the EULA.

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 11.1.

Customer Data: data relating to the Services and associated reports created specifically for the Customer excluding the Authorised User Personal Data..

Customer Personal Data: any personal data relating to the Customer which Adora processes in connection with this agreement excluding the Authorised User Personal Data.

Effective Date: the date of first payment for the services.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

EULA: the end user licence agreement governing the use of the Services by Authorised Users which is set out on the Adora Wellness App or at https://www.adora.health/terms as updated by Adora from time to time.

Initial Subscription Term: the initial term of this agreement is an annually renewed subscription unless otherwise as set out in the Order Form.

Medical Helpline Service: the optional access to specialist medical support by the Medical Support Provider as described in clause 4.

Medical Support Provider: the third party providing access to specialist medical support via the Medical Helpline Service as notified to the Customer or Authorised User from time to time.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Order Form: the document to which these terms and conditions are attached.

Renewal Period: the period described in clause 14.1.

Core Services: the subscription services provided by the Supplier to allow the Authorised Users to access the Supplier's software platform known as the Adora Wellness App via the Apple AppStore or Google Play via an access code provided to the Customer (or any access channel notified to the Customer by Adora from time to time) as more particularly described in the Services Description.

Services: includes both Core Services and Additional Services.

Services Description: the description of the Services made available to the Customer by Adora online via https://www.adora.health or such other web address notified by Adora to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

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

Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

UK GDPR: has the meaning given to it in the Data Protection Act 2018

User Subscriptions: the user subscriptions set out in the Order Form and any additional subscriptions purchased by the Customer in accordance with this agreement which entitle Authorised Users to access and use the Services and the Services Description in accordance with this agreement and the EULA.

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 rearranging, 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.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

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

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

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

1.5

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

1.6

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

1.7

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

1.8

A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9

A reference to writing or written includes email.

1.10
References to Clauses and Schedule are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

1.11

If there is an inconsistency between any of the provisions of the documents forming part of this agreement, the following order of priority shall apply (with the first document in the list below being the highest priority):

(a) the Order Form;

(b) the main body of these terms and conditions;

2. Subscription Terms

2.1

Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.1 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, and the Authorised Users accepting the EULA, Adora shall grant to the Authorised Users the right to access and use the Services in accordance with the EULA.

2.2
The Customer undertakes that:

(a) it acknowledges that the Authorised Users must accept the EULA prior to using the Services, and the EULA creates a separate agreement between the Authorised User and Adora

(b) it will use its reasonable endeavours not to publish or disclose its unique access code to any person who is not an employee of the Customer or a partner of such employee including without limitation notifying the Customer’s employees that the access code should not be shared with any third party save for the employee’s partner where required;

(c) if Adora becomes aware that any access code has been provided to any individual who is not an Authorised User, then without prejudice to Adora's other rights, Adora may remove access to the Services to any such individual; and

(d) if Adora becomes aware that the Customer has underpaid Subscription Fees to Adora, then without prejudice to Adora's other rights, the Customer shall pay to Adora an amount equal to such underpayment as calculated on a proportional basis for each additional user that is not covered by the Subscription Fees within 10 Business Days of the date of the relevant audit.

3. Additional user subscriptions

3.1
The Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions provisions set out in the Order Form.

4. Services

4.1

Adora shall, during the Subscription Term, provide the Services to the Authorised Users in accordance with the EULA.

4.2

Adora shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of notified by Adora from time to time; and

(b) unscheduled maintenance performed outside Normal Business Hours.

4.3
Adora will provide the Customer with Adora's standard support services via email during Normal Business Hours in accordance with Adora's support services policy in effect at the time that the Services are provided and which is accessible via the Services or Adora's website.

4.4

Where the Customer has purchased the Medical Helpline Service via the Adora Gold Subscription, Adora will provide access for Authorised Users to the Medical Support Provider via the Medical Helpline Service in accordance with clause 6.1. This is limited to the number of Gold Licences purchased in the Order Form or additional volume agreed between the parties for an additional charge. All calls to the Medical Helpline Service must be utilised within an annual period is limited to one call per user. Where set out on the Order Form, Adora will provide the Additional Services materially in accordance with the description set out in the Order Form. The parties may also agree to procure and provide Additional Services not specified in the Order Form, in which case the parties will agree the scope and charges (which shall be based on Adora's then current time and materials rates) for such services separately in writing. Adora will use reasonable skill and care in the provision of the Additional Services. Time shall not be of the essence in the delivery of the Additional Services.

5. Data Protection

5.1

Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

5.2

The parties have determined that, for the purposes of Applicable Data Protection Laws each party shall act as a separate controller in respect of the Customer Personal Data.

5.3

The Customer acknowledges that Adora is the controller of the Authorised User Personal Data and the collection and processing of such data is subject to the provisions of the Adora privacy policy notified to the Authorised Users from time to time via the Services. The Customer acknowledges that Adora will not share Authorised User Personal Data with the Customer.

5.4

Should the determination in clause 5.2 or clause 5.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 5.

6. Medical and other third party providers

6.1
The Customer acknowledges that where specified in the Order Form the Services include the ability for an Authorised User to access a medical consultation with a specialist doctor arranged by the Medical Support Provider using the Medical Helpline Service (included in Adora Gold Subscription). Prior to receiving such consultation the Authorised User is required to register with the Medical Support Provider and accept the terms and conditions of the Medical Support Provider. Any such consultation is provided by a specialist doctor and is subject to a medical duty of care. Any medical advice is provided by the specialist doctor through the Medical Support Provider to the Authorised User and is the responsibility of the Medical Support Provider and/or its specialist doctor and is subject to the arrangements entered into between the Medical Support Provider and the Authorised User. Adora collects charges for the provision of the Medical Helpline Service by the Medical Support Provider as the agent for the Medical Support Provider and retains a commission payment for the introduction to the Medical Support Provider. Adora makes no representation warranty or commitment and shall have no liability or obligation whatsoever in relation to any advice or act or omission of the Medical Support Provider and/or its specialist doctors. This clause is without prejudice to the provisions of clause 13.2.

6.2
Where the Order Form does not specify that the Medical Helpline Service is included (or where the Customer and/or Authorised Users have exceeded the agreed number of calls included in the Medical Helpline Service) then clause 6.1 does not apply and any access to a medical helpline support arranged by the Customer and/or an Authorised Users will be on terms agreed between the Customer and/or the Authorised User and the relevant third party helpline support provider. Adora has no liability or responsibility however arising in respect of services provided by such third party under the arrangements described in this clause 6.2.

6.3

The Customer acknowledges that the Services may enable or assist Authorised Users to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that the Authorised Users do so solely at their own risk. Adora makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Authorised User, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Authorised User and the relevant third party, and not Adora. Adora recommends that the Authorised Users refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Adora does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. Adora's obligations

7.1

Adora undertakes that any Additional Services will be performed substantially in accordance with the description set out in the Order Form or as agreed in writing between the parties and with reasonable skill and care and in accordance with good industry practice.

7.2

Adora endeavours to observe reasonable health and safety rules and regulations and any other reasonable security requirements that apply at a client premises and which have been communicated to us.

7.3

The Customer acknowledges that the Services (including without limitation, any information provided through online events such as seminars and/or workshops and/or initial nursing consultations) and/or the Additional Services do not constitute medical advice, medical diagnosis and are not a medical device. The Customer acknowledges that Authorised Users are required to take professional medical advice before acting or refraining to act on any information contained in or accessed via the Services and/or the Additional Services.

7.4

The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Additional Services contrary to Adora's instructions, or modification or alteration of the Additional Services by any party other than Adora or Adora's duly authorised contractors or agents. If the Additional Services do not conform with the foregoing undertaking, Adora 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 7.1.

7.5
Adora:

(a) does not warrant that:

(i) the Customer's use of the Additional Services will be uninterrupted or error-free; or

(ii) that the Additional Services, Services Description and/or the information obtained by the
Customer through the Additional Services will meet the Customer's requirements; or

(iii) the Services will be free from Vulnerabilities or Viruses; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Additional Services and Services Description may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.6
Adora shall ensure that support is available by e-mail during Normal Working Hours to provide assistance to the Customer in respect of the following:

(a) remedying defects in the Services; and

(b) providing advice on the use of the Services.

7.7
Adora shall use reasonable endeavours to correct such defects notified to it by the Customer in a timely manner appropriate to the seriousness of the circumstances in accordance with the following procedure:

(a) the Customer shall promptly notify Adora of all such defects via email to Adora's designated support email address, or hotline to Adora’s designated telephone number;

(b) once a defect has been reported, Adora shall:

(i) start work on correcting the defect as soon as reasonably possible;

(ii) use all reasonable efforts to correct the defect as soon as possible; and

(iii) keep the Customer informed of progress towards correction of the defect.

7.8
This agreement shall not prevent Adora 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.

7.9

Adora warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

7.10

Adora shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Adora shall be for Adora to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Adora in accordance with its archiving procedure. Adora shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party. For the avoidance of doubt this clause is without prejudice to Adora's obligations under clause 5 and any remedies of the Customer in respect of a breach of clause 5 by Adora.

7.11

Without affecting its other obligations under this agreement, Adora shall comply with all applicable laws and regulations with respect to its activities under this agreement.

8. Customer's obligations

8.1

The Customer shall:

(a) provide Adora with:

(i) all necessary co-operation in relation to this agreement; and

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

(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement; and

(c) 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, Adora may adjust any agreed timetable or delivery schedule as reasonably necessary.

9. Charges and payment

9.1

The Customer shall pay the Subscription Fees to Adora for the User Subscriptions in accordance with the Order Form and this clause 9.

9.2

The Customer shall on the Effective Date provide to Adora its approved purchase order information to Adora (if required by the Customer's accounts procedures) and Adora shall invoice the Customer in accordance with the provisions of the Order Form

and the Customer shall pay each invoice by the due date set out in the Order Form.

9.3
If Adora has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Adora:

(a) Adora may, without liability to the Customer, disable the Authorised Users accounts and access to all or part of the Services and Adora shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of HSBC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4

All amounts and fees stated or referred to in this agreement:

(a) shall be payable in pounds sterling;

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

9.5
Adora shall be entitled to increase the Subscription Fees, the fees payable in respect of the Additional Services, or the charges in respect of the Medical Helpline Service, separately or together and in each case no more than once per annum upon 30 days' prior notice to the Customer and the Order Form shall be deemed to have been amended accordingly.

10. Proprietary rights

10.1
The Customer acknowledges and agrees that Adora and/or its licensors own all intellectual property rights in the Services, Additional Services and the Services Description. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any 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, Additional Services or the Services Description.

10.2

Adora confirms that it has all the rights in relation to the Services, Additional Services and the Services Description that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

10.3

Subject to clause 10.1, the Customer shall own all right, title and interest in and to all of the Customer Data and any materials supplied by the Customer to Adora in connection with this agreement (including Customer logos and trade marks). The Customer provides Adora with a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, licence to use the Customer Data for its business purposes.

11. Confidentiality

11.1 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 this agreement, including but not limited to:

(a) the terms of this agreement or any agreement entered into in connection with this agreement;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, 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

(ii) 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);

(i) details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and

(ii) Customer Data shall constitute Customer Confidential Information;

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.2
The provisions of this clause shall not apply to any Confidential Information that:

(a) 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);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) 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; or

(d) the parties agree in writing is not confidential or may be disclosed.

11.3
Each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement; or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.4

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:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

11.5

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 such disclosure as possible.

11.6

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.

11.7

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.

11.8

On termination or expiry of this agreement, each party shall:

(a) 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;

(b) 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

(c) 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 15 (Termination).

11.9
Adora shall be entitled to refer to the Customer as its customer on its website and other marketing materials. Subject to clause 10.3, the Customer hereby grants Adora a non-exclusive licence to use its logo and trade marks for such purposes for the duration of this Agreement and for a period of twelve months following termination or expiry of this Agreement.. Except as set out in this sub-clause, no party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.10
Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.11
The above provisions of this clause 11 shall continue to apply after termination or expiry of this agreement.

12. Indemnity

12.1
The Customer shall defend, indemnify and hold harmless Adora 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 and its Authorised User's use of the Services and/or Additional Services, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Adora provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

12.2
Adora shall defend the Customer, its officers, directors and employees against any claim that the Services and/or Additional Services infringes any patent effective as of the Effective Date, copyright, trade mark, database right, right of confidentiality, or any other intellectual property right generally and shall indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, provided that:

(a) Adora is given prompt notice of any such claim;

(b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Adora in the defence and settlement of such claim, at Adora's expense; and

12.3
In the defence or settlement of any claim, Adora may procure the right for the Customer and its Authorised Users to continue using the Services and/or Additional Services, replace or modify the Services and/or Additional Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4
In no event shall Adora, its employees, agents and sub-contractors be liable to the
Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services and/or Additional Services by anyone other than Adora; or

(b) the Customer's use of the Services and/or Additional Services in a manner contrary to the instructions given to the Customer by Adora; or

(c) the Customer's use of the Services and/or Additional Services after notice of the alleged or actual infringement from Adora or any appropriate authority.

13. Limitation of liability

13.1
Except as expressly and specifically provided in this agreement:

(a) the Customer acknowledges that the Authorised User assumes sole responsibility for results obtained from the use of the Services by the Authorised User, and for conclusions drawn from such use; and

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

13.2
Nothing in this agreement excludes the liability of either party:

(a) for death or personal injury caused by that party's negligence; or

(b) for fraud or fraudulent misrepresentation.

13.3
Subject to clause 13.2, neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:

(a)loss or personal injury caused by the Medical Support Provider or its specialist doctors to an Authorised User, or by a failure by an Authorised User to obtain professional medical advice; or

(b)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

(c) for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

13.4
Subject to clauses 13.2 and 13.6, each party's total aggregate liability in contract (including in respect of any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees together with any charges for Additional Services paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

13.5
Nothing in this agreement excludes (i) the liability of the Customer for any breach, infringement or misappropriation of Adora’s Intellectual Property Rights or for non-payment of any charges due under this agreement or (ii) the liability of Adora in relation to any claim under the indemnity set out in clause 12.2.

13.6
The liability of either party in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise arising from a breach of clause 5 leading to a personal data breach claims suffered by the other party in relation to this agreement shall be limited to the sum of £250,000.

14. Term and termination

14.1
This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 60 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

(b) 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.

14.2
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this agreement 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;

(c) 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 (IA 1986);

(d) 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;

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(h) 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;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive).

14.3

On termination of this agreement for any reason:

(a) Adora shall have the option to allow Authorised Users the right to continue to use the Services (which may include the payment of a subscription fee directly to Adora for such continued use via a separate subscription agreement). Where an Authorised User has not elected to continue with the Services, all right to use the Services shall terminate;

(b) each party shall return and make no further use of any items (and all copies of them) belonging to the other party;

(c) The deletion or return of Authorised User data shall be subject to the terms of the EULA. Adora may destroy or otherwise dispose of any of the Customer Data in its possession unless Adora 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 Customer shall pay all reasonable expenses incurred by Adora in returning or disposing of Customer Data; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. Force majeure

Adora shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Adora or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm, provided that the Customer is notified of such an event and its expected duration.

16. Variation

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

17. Waiver

17.1
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.

17.2
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

19.1

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.

19.2

If any provision or part-provision of this agreement is deemed deleted under 20.1 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.

20. Entire agreement

20.1

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.

20.2

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.

20.3

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

20.4

Nothing in this clause shall limit or exclude any liability for fraud.

21. Assignment and sub-contracting

21.1
The Customer shall not, without the prior written consent of Adora, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. For the avoidance of doubt, Adora gives its consent to the Customer assigning any rights as required to any of its group companies in the UK so that they may use the Services hereunder, provided that the Customer remains primarily liable for the obligations under the agreement.

21.2
Subject to clause 21.3, Adora shall not, without the prior written consent of the Customer at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

21.3

Adora may, (i) after having given prior written notice to the Customer, assign, novate or transfer its rights under this agreement to any of Adora's group companies, or any person to which it transfers its business, provided that party undertakes in writing to the Customer to be bound by Adora's obligations under this agreement and/or (ii) sub-contract its obligations under this agreement provided that Adora remains responsible for the acts and omission of its sub-contractors as if such acts or omissions were those of Adora. Adora will provide a list of material sub-contractors on request.

22. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Third party rights

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

24. Counterparts

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.

25. Notices

25.1

Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out in the Order Form.

25.2

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by 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. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout or delivery notification obtained by the sender).

26. Governing law

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.

27. 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).