This Subscription Agreement (“Agreement”) has been executed by and between Vinter AI Recruitment Ltd. (“Vinter AI”), a company registered in England and Wales with company number 15387315, having its registered office at 74a High Street, Wanstead, London, Greater London, United Kingdom, E11 2RJ, and the customer, who will purchase a subscription to access and use Vinter AI’s services as further described in this Agreement (“Customer”).

The terms and conditions outlined in this Agreement shall be mutually binding upon the parties upon execution of the applicable Order Form and shall take effect as of the effective date specified therein (“Effective Date”).

Under this Agreement, Vinter AI and the Customer are individually referred to as a “Party”, and collectively as the “Parties”.

1. Agreed Terms

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

Agreement: the Subscription Agreement, Order Form and any accompanying or linked documents referenced within the Agreement.

Applicable Law: all legally enacted statutes, regulations, and rules that are binding upon a Party in the course of conducting its respective business activities.

Authorised Users: “Customer Users” who are individuals authorised by the Customer to access and use the Services, and/or “Candidates”, who are employment applicants invited by Customer Users to access the Services through an access link.

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

Candidate Evaluation System: the SaaS-based system specialized in "pre-employment candidate assessment" in the field of asynchronous human resources management, which can be accessed through internet browsers such as Microsoft Edge, Google Chrome, and Mozilla Firefox after the Customer approves this Agreement on the Platform and pays the Subscription Fee, creating a username and password to start benefiting. Users who benefit from the "Free Trial" feature can access the Candidate Evaluation System on a limited basis, subject to the document number and conditions determined and may change from time to time by Vinter AI.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.1.

Customer: users who sign up and purchase the Services offered on the Platform as part of a package by paying the Subscription Fee.

Customer Data: the data including but not limited to interview questions, interview assessment and Candidate ratings inputted or submitted by the Customer and/or Authorised Users into the Services. Additionally, it encompasses the Customer’s proprietary assets such as trademarks, copyrights, logos, and any other information or materials provided by the Customer for use within the Services.

Documentation: the reports and information generate, provided, or presented to the Customer, including those related to candidate application evaluation processes.

Effective Date: the date on which this Agreement becomes legally binding for all Parties involved.

Order Form: all service orders, order form(s) and/or other ordering documents that defines the Services purchased by the Customer and specifies the Subscription Fees, relating to all Services mutually conducted by the Parties.

Platform: the designation for the website owned by Vinter AI, accessible at [].

Renewal Period: the period described in clause 10.

Representative: in relation to a Party, its employees, officers, contractors, subcontractors, representatives, and advisers.

Services: the Candidate Evaluation System and the other services purchased by the Customer under this Agreement, as specified in the Order Form.

Subscription Fees: the subscription fees payable by the Customer to Vinter AI for the use of the Candidate Evaluation System under a single user account, as outlined within the Order Form.

Subscription Term: the duration for which Vinter AI will provide access to the subscribed Services, and the Customer will have the right to access and use these Services under the Order Form.

User Subscription: the subscription purchased by the Customer pursuant to clause 2.1 which entitle Authorised Users to access and use the Services in accordance with this Agreement.

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.

2. Customer’s Rights and Obligations

2.1 During the Subscription Term, Vinter AI shall provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

2.2 Subject to the Customer purchasing the User Subscriptions in accordance with this clause 2, and subject to the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, Vinter AI hereby grants to the Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right and licence. This allows the Authorised Users to use the Services and to access and download the applicable Documentations solely for the Customer's internal business operations during the Subscription Term, provided that the Customer complies with the terms of this Agreement, including the timely payment of the applicable Subscription Fees.

2.3 Customer acknowledges that Vinter AI functions solely as a platform provider and that the processes involving interview, evaluation, rating, selection, or hiring of Candidates are conducted solely by the Customer and authorized Customer Users. In this regard, the Customer assumes sole responsibility for: (i) recognizing Vinter AI's role as strictly limited to that of a technology platform provider and not involving participation in the aforementioned processes; (ii) ensuring compliance with all Applicable Laws, including but not limited to Data Protection Laws, related the use of Services; (iii) ensuring that the Authorized Users use the Services and Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any breach of this Agreement by an Authorized User.

2.4 As part of the Services, and at no additional cost to the Customer, Vinter AI will provide the Customer and Customer’s Users with Vinter AI’s standard customer support services during normal business hours. Specifically tailored training sessions will be conducted for Customer Users to instruct them on how to effectively navigate the Candidate Evaluation System as outlined in the Order Form. The duration of training sessions is set to 2 hours. Notification of participant details will be provided to Vinter AI in writing by the Customer before the scheduled training session.

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

(a) The Customer is entitled to add Authorised Users as needed, without limitation, who are authorised to access and use the Services and the Documentation. Each Authorised User shall be allocated their own User Subscription for accessing the Services and Documentation;

(b) it 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;

(c) it shall permit Vinter AI or Vinter AI’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at Vinter AI’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

(d) if any of the audits referred to in clause 2.(5)d reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Vinter AI’s other rights, the Customer shall promptly disable such passwords and Vinter AI shall not issue any new passwords to any such individual; and

(e) if any of the audits referred to in clause 2.(5)d reveal that the Customer has underpaid Subscription Fees to Vinter AI, then without prejudice to Vinter AI’s other rights, the Customer shall pay to Vinter AI an amount equal to such underpayment as calculated in accordance with the prices set out in Order Form within 10 Business Days of the date of the relevant audit.

2.6 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

(f) promotes or supports discrimination based on protected characteristics such as race, gender, sexual orientation, disability, or religion, in compliance with the principles of equality and fair treatment;

(g) is otherwise illegal or causes damage or injury to any person or property;

and Vinter AI reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.7 The Customer acknowledges, declares, and undertakes that any questions, surveys, warnings, and/or visuals added or to be added with necessary customizations to the Platform will not contain any elements of discrimination based on religion, language, race, ethnic origin, sexual orientation, health status, etc. In case of the contrary, the Customer shall be responsible for any administrative and penal sanctions that may be conveyed or directed by the "Candidate," and agrees and declares to compensate monetarily for any damages incurred by Vinter AI upon first request in the event of any sanction imposed.

2.8 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the Parties and except to the extent expressly permitted under this Agreement:

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

(ii) attempt to decompile, reverse compile, decipher, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Platform or the Services; or

(b) 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

(c) incorporate any part of Services and Documentation into other products or services; or

(d) use the Services and/or Documentation to provide services to third parties; or

(e) subject to clause 13.1, 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, or

(f) infringe upon Vinter AI’s or any third party’s intellectual property rights or violate applicable laws.

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

(h) introduce or permit the introduction of, any Virus into the Services or Vinter AI’s network and information systems.

2.9 The 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 Vinter AI.

2.10 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Vinter AI's obligations

3.1 Vinter AI commits to delivering the Platform it has undertaken to supply to the Customer under this Agreement, in full, timely, and fit for use from the Effective Date of the Agreement until the end of the subscription package. Vinter also undertakes to provide the necessary support for the Customer to use the Platform effectively.

3.2 Vinter AI does not warrant that:

(a)  the Customer's use of the Services will be uninterrupted, timely or error-free;

(b) that the Services and Documentation will meet the Customer's requirements;

(c) the results and evaluation that may be obtained from the use of Services will be accurate or reliable.

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

3.4 This Agreement shall not prevent Vinter AI 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.

3.5 Vinter AI warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

3.6 Customer Data will be transmitted to and hosted by a third-party cloud hosting provider, with the storage and maintenance conducted in accordance with the relevant terms and conditions of the hosting provider (Please find the terms of use here for the hosting provider). In the event of any loss or damage to Customer Data, Vinter AI will not be held responsible unless caused by third parties. However, Vinter AI will assume fully liability if the loss, destruction, alteration or disclosure of Customer Data is caused by third parties subcontracted specifically by Vinter AI for services related to Customer Data maintenance and back-up.

4. Charges and payment

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

4.2 The Subscription Fee will be charged to the Customer's credit card as a single payment. The instalment of the relevant amount is subject to the terms between the Customer and the financial institutions they work with, following the purchase process. The Customer does not have the right to withdraw from or request a refund for the Services they have purchased.

4.3 The Subscription Fees, invoice and payment schedule are set forth in the Order Form. All amounts and fees stated or referred to in this Agreement:

(a) are non-cancellable, and non-refundable, except in the event of termination by the Customer under the Termination Clause;

(b) are exclusive of value added tax, which shall be added to Vinter AI’s invoice(s) at the appropriate rate.

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

(a) In the case of subscription payments, if the credit card charge fails, the subscription will automatically be suspended without Vinter AI incurring any liability to the Customer. While Vinter AI may not immediately disable the Customer's password, account, or access to the Services, it reserves the right to do so if the outstanding invoice(s) remain unpaid after notifying the Customer. During the suspension period, Vinter AI is not obligated to provide any or all of the Services.

4.5 [AK1] By selecting the annual subscription package, the Customer hereby commit to a twelve-month Subscription Term, during which cancellation of this commitment is not permitted except under the conditions specified in the ‘Term and termination section’ of this Agreement. To ensure uninterrupted service and compliance with the Subscription Term, the Customer authorizes Vinter AI to reserve a charge against the Customer’s payment method on file for the full amount of the subscription fee for the entire Subscription Term. This reservation of charge (commonly referred to as a "block") is to secure the subscription payment and prevent any potential disruption due to payment failures.

4.6 The Customer acknowledges that this commitment to the annual subscription package is made in exchange for a preferential rate, reflecting a discount compared to the monthly subscription rates. Accordingly, the Customer agrees that in the event of any attempt to cancel this Subscription before the end of the Subscription Term, Vinter AI is authorized to (i) retain any payments already made; (ii) continue to block the Customer’s payment method for the outstanding subscription fee; and (iii) pursue any additional remedies available under law or in equity.

4.7 Vinter AI reserves the right to modify the payment terms and conditions by providing the Customer with at least [30] days’ notice in advance of any such changes.

5. Intellectual Proprietary Rights

5.1 The Customer acknowledges and agrees that Vinter AI and/or its licensors own all intellectual property rights in the Platform, Services, Content and Documentation, as well as all updates thereto. Except as expressly stated herein, this Agreement does not grant, assign, transfer or convey to the Customer or any Authorized User any rights to 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. This Agreement is not a sale and does not assign, transfer or convey to Customer or any Authorized User any rights of ownership or any IP Rights (except as expressly set out in this Agreement) in or related to the Platform, Services, Content or Documentation.

5.2 Vinter AI confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

5.3 Vinter acknowledges and agrees that all intellectual property rights in and to the Customer Data are owned by the Customer. Customer hereby grants Vinter AI a license to display and use Customer Data as necessary to provide and enhance the Services.

5.4 In addition to the Services, Vinter AI may feature Customer as a Vinter AI customer on its website and in its advertising and marketing materials. For this purpose, Customer grants Vinter AI the right to use its trademarks, trade names, and logos. Upon Customer's approval, Vinter AI may also publish press releases regarding its interview processes methodologies, showcasing the collaboration between Vinter AI and the Customer.

6. Data Protection

6.1 The Customer acknowledges that the Customer Data may include Personal Data, and hereby agrees to process all Personal Data in compliance with the terms outlined in the Data Protection Addendum and applicable data protection regulations. When accessing and using Services offered by Vinter AI, the Customer further agrees to handle personal data in accordance with applicable data protection legislation, primarily adhering to principles such as lawfulness, transparency, fairness, data minimization, and accountability.

6.2 Vinter AI acknowledges that the Customer Data may contain Personal Data acquired by Customer through various means, including the use of Services. Vinter AI hereby commits to implementing technical and organizational measures that are deemed reasonable under applicable data protection laws, including those recommended industry standards by the data protection authorities, to ensure the security of any Personal Data acquired by Vinter AI through such means on behalf of the Customer and to fully cooperate with the Customer.

7. Confidentiality

7.1 Confidential information (“Confidential Information”) means all confidential information disclosed by a Party or its Representatives to the other Party and that Party's Representatives in connection with this Agreement, including but not limited to:

(a) the terms of 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 of the disclosing Party; and

(ii) the operations, processes, methods, data, progress, product information, technology, pricing, know-how, designs, patent, copyright, trade secrets, software, and all industrial and commercial information even though not worth legal protection and regardless of providing a competitive advantage to the Parties, as may be acquired from each other directly and/or indirectly in connection with their Services relationship;

(c) any information developed by the Parties in the course of carrying out this Agreement, and the Parties agree that:

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

(ii) Customer Data shall constitute Customer Confidential Information.

7.2 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.

7.3 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 (Permitted Purpose); or

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

7.4 A Party may disclose Confidential Information to its employees, agents, advisors, contractors, current or prospective investors, lenders, or acquirers having a legitimate need to know in furtherance, provided these representatives are bound by confidentiality obligations no less protective of disclosing Party’s Confidential Information and receiving Party remains responsible for their compliance with the terms of the same.

7.5 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.

7.6 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.

7.7 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 clause are granted to the other Party, or to be implied from this Agreement.

7.8 Parties may use name, brand and/or title of each other as reference, limited to the Services under this Agreement; and this shall not be considered as disclosure of confidential information.

7.9 Provisions of this article on Confidential Information shall survive the termination of the Agreement for an indefinite term.

7.10 The Parties accept and declare to protect the said Confidential Information within a great secrecy, not to expose it to any third party under any circumstances, not to transfer or not to relay in any other way and not to use it outside of this Agreement, directly or indirectly.

7.11 The conditions of this article related to Confidential Information, will stay in effect even if the Agreement ends.

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

8. Indemnity

8.1 The Customer shall defend, indemnify and hold harmless Vinter AI against claims, suits, actions, proceedings, demands, or judgments, and any resulting losses, payments, liabilities, fines, settlements, penalties, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

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

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

(c) the Customer is given sole authority to defend or settle the claim.

8.2 In the defence or settlement of any claim, Vinter AI may procure the right for the Customer 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 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.

8.3 In no event shall Vinter AI, 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 or Documentation by anyone other than Vinter AI;

(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Vinter AI;

(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Vinter AI or any appropriate authority; or

(d) the Customer's breach of this Agreement.

9. Limitation of liability

9.1 Except as expressly and specifically provided in this Agreement:

(a) the Services and the Documentation are provided to the Customer on an "as is" basis;

(b) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Vinter AI shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Vinter AI by the Customer in connection with the Services, or any actions taken by Vinter AI at the Customer's direction;

(c) the Customer acknowledges that Vinter AI acts solely as a platform provider and does not participate in or make decisions regarding candidate interviews, evaluations, hiring, and rating processes conducted by the Customer. The Customer accepts that Vinter AI has no responsibility in relation to these processes.

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

9.2 Subject to clause 9.1, Vinter AI shall have no liability for any loss of profits, loss of business, wasted expenditure, 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; and

(a) Vinter AI’s total aggregate liability to the Customer, in respect of all breaches of duty occurring within any contract year shall not exceed the cap.

(b) In clause 9.2(a):

(i) The cap is the total Subscription Fees paid in the contract year in which the breaches occurred.

(ii) Contract Year. A contract year means a 12-month period commencing on the Effective Date or any anniversary of it.

9.3 References to liability in this clause 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.4 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Vinter AI’s Intellectual Property Rights.

10. Term and termination

10.1 This Agreement shall commence on the Effective Date and shall continue for the Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period) for the yearly subscription and monthly renewal for the monthly subscription models, unless:

(a) either Party notifies the other Party of termination, in writing, at least 30 days before the end of the Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Subscription Term or Renewal Period;

(b) Vinter AI sends renewal notices 30 days in advance to inform the Customer about the upcoming renewal of their subscription. Upon receiving this notice, the Customer has the flexibility to cancel their subscription immediately if they wish to do so. However, it's important to note that in the event of a mid-month cancellation, prorated refunds for the remaining period of the month are not provided. This means that if the Customer cancels their subscription during the middle of the month, they will not receive a refund for the portion of the month they have already paid for; or

(c) otherwise terminated in writing in accordance with the provisions of this Agreement.

10.2 The monthly subscription Services we offer operate under an indefinite-term contract, meaning there are no predefined limits or commitment clauses. As the Customer continues using this Service, Vinter AI will bill and collect payments on a recurring monthly basis. The Customer has the flexibility to view the renewal period from their profile screen and cancel their subscription whenever they wish. Even upon cancellation, the Customer retains access to the service for the remaining period. By maintaining their account, the Customer can log in to the Platform where they subscribed, as well as any other platforms under Vinter AI, to explore our Services and make additional purchases. However, please note that in the event of cancellation before the end of the monthly Subscription Term, refunds will not be issued for the unused portion.

10.3 The duration of the annual subscription Service is 12 months, and renewal notification will be provided to the Customer at least 30 days before the expiration. In cases where the subscription is not cancelled by the Customer, it will be automatically renewed.

10.4 Failure to deliver timely notice of non-renewal on or before the Renewal Notice Date shall result in automatic renewal of such orders.

10.5 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 7 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 14 days after being notified in writing to do so;

(c) the other Party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

10.6 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(b) 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;

(c) Vinter AI shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Vinter AI 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.

11. Force majeure

Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate this Agreement by giving 14 days' written notice to the affected party.

12. Other Provisions

12.1 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.

12.2 If any provision or part-provision of this Agreement is deemed deleted under clause 12.1 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.

12.3 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.

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

12.5 The Parties not utilizing part or all of their rights, by no means will be considered as a waiver of those rights.

12.6 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.

13. Assignment

13.1 The Customer shall not, without the prior written consent of Vinter AI, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

13.2 Vinter AI may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Customer.

14. Notices

14.1 Vinter AI may provide general notices applicable to all Customers either through a notice on the Platform or via email to the designated Customer account administrator. Any notice given to a party under or in connection with this Agreement must be in writing and shall be:

    1. Sent by a nationally recognized overnight courier to Vinter AI at 74a High Street, Wanstead, London, Greater London, United Kingdom, E11 2RJ; or
    2. Sent by email to [email protected].

14.2 If any changes take place in the domicile address for the performance of this service, of either Party, the Party will notify the other Party of the domicile address change within 5 (five) working days of the change in writing. If not, any and all notifications sent to the addresses provided on the Agreement will bear all the legal consequences of a valid notification.

14.3 The Parties, for the sake of the transactions within the scope of services to take place in a speedy manner, accept notifications by e-mail sent to the e-mail addresses provided on this Agreement. When an e-mail reaches the addressee and verified by the addressee by e-mail, the content of e-mail will be considered notification.

15. 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.

16. 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).

This has been entered into on the date stated at the beginning of it.