Software licence agreement free trial

Last updated November 12 2021

This is the Agreement (as defined below) on which we (Appvia Ltd, incorporated and registered in England and Wales under  company number 10653692 and whose registered office is at Cap House Ground Floor, 9-12 Long Lane, London, England, EC1A  9HA (“Appvia”)) agree to license use of our Software (as the defined below) to you (our “Customer”, as further defined below). Each of Appvia and the Customer, a “party” and together the “parties”. 

If you wish to use the Software, please sign the Order Form (as defined below) to acknowledge acceptance of this Agreement.  This Agreement will then govern the relationship between Appvia and the Customer and any use the Customer makes of the Software from the date of the Order Form. 

If the Customer does not accept the terms set out in this Agreement, the Customer may not use the Software.  The parties agree as follows:

1. DEFINITIONS AND INTERPRETATION 

1.1 The following definitions and rules of interpretation apply for the purposes of the Agreement: 

“Agreement” means this Software Licence Agreement and the Order Form. 

“Applicable Data Protection Laws” means: (i) 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; and (ii) to the extent the EU GDPR applies, the  law of the European Union or any member state of the  European Union to which Appvia is subject, which relates to  the protection of personal data. 

“Application” means each containerised application of the Customer relating to a Kubernetes cluster managed via the Customer’s use of the Software. 

“Application Data” the data relating to your Applications.  

"Authorised Users" means those employees or officers of the Customer who are authorised by the Customer to use the Software and the Documentation in accordance with this  Agreement. 

"Business Day" means a day other than a Saturday, Sunday or public holiday in England. 

"Business Hour" means an hour within the period of Normal  Business Hours. 

"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such  or identified as confidential information in clause 8.1. 

“Customer” means the party set out on the Order Form which has agreed to use the Software in accordance with the terms of the Agreement.  

“Customer Data” means all data, information and messages provided by the Customer or an Authorised User and input into the Software by the Customer or an Authorised User. 

“Delivery Date” means the date on which Appvia will deliver the Software to the Customer pursuant to clause 2.2, as set out in the Order Form. 

“Documentation” the latest version of the manuals and other  documents relating to the Software and/or its use that are  updated from time to time and made available via Appvia’s  website or directly by Appvia. 

"Effective Date" means the date identified on the Order Form as the ‘Effective Date’. 

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679). 

“Force Majeure Event” means an event beyond the reasonable control of Appvia, including but not limited to flood, fire, explosion, the elements, epidemic, pandemic, disease, war, civil commotion, terrorist activity, government acts, shortage of raw materials, power or fuel, or breakdown of plant  or machinery, computer, software and hardware failure, or any  failure in a communications network. 

"Initial Licence Term" means the period commencing on the Effective Date and expiring after the period of time identified on the Order Form as the ‘Initial Licence Term’. 

“Intellectual Property Rights” means patents, utility  models, rights to inventions, copyright and related rights,  trade marks and service marks, trade names and domain  names, rights in get-up, goodwill and the right to sue for  passing off or unfair competition, rights in designs, rights in  computer software, database rights, rights to preserve the  confidentiality of information (including know-how and trade  secrets) and any other intellectual property rights, including  all applications for (and rights to apply for and be granted),  renewals or extensions of, and rights to claim priority from,  such rights and all similar or equivalent rights or forms of  protection which subsist or will subsist, now or in the future,  in any part of the world. 

"Licence Term" has the meaning given to it in clause 11.1. 

“Local Environment” means the IT network and systems operated by the Customer.

"Local Environment Specifications" means the minimum specifications which the Local Environment must meet to  support the installation and running of the Software, as set  out in the Documentation. 

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

“Order Form” means the order form signed by the Customer setting out its order for the use of the Software.  

"Renewal Term" has the meaning given it in clause 11.1. 

"Software" means the software provided by Appvia pursuant to the Agreement, as specified in the Order Form and described in the Documentation. 

“Software Licence Agreement” means these terms and conditions relating to the licence of use of the Software by Appvia to the Customer. 

"Specification" means the minimum functionality of the Software as described in Documentation from time to time. 

“UK GDPR” has the meaning given to it in the Data Protection Act 2018. 

“Usage Check” has the meaning given to it in clause 6.1.

1.2 Clause and paragraph headings shall not affect the interpretation of the Agreement. References to clauses are to the clauses 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 Words in the singular shall include the plural and vice versa.  A reference to one gender shall include a reference to the other genders. 

1.5 Any reference to any statute, enactment, order, regulation or  other similar instrument will be construed as a reference to  the statute, enactment, order, regulation or instrument as  amended or replaced by any subsequent statute, enactment,  order, regulation or instrument or as contained in any  subsequent re-enactment thereof. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory  provision.  

1.6 Any phrase introduced by the words “including”, “include”, “in  particular”, “for example” or any similar expression shall be  construed as illustrative only and shall not be construed as  limiting the generality of any preceding words. A reference to writing or written includes e-mail. 

2. LICENCE 

2.1 Subject to the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, Appvia hereby grants to the Customer a non-exclusive, non-sublicensable, non transferable licence to permit Authorised Users to use the Software and the Documentation only during the Licence Term and only for the internal business purposes of the Customer.  

2.2 On or before the Delivery Date, Appvia shall make available to the Customer in object code form, one copy of the Software, which the Customer may install locally onto the temporary memory or permanent storage of servers in the Local Environment. 

2.3 The Customer shall ensure that the Authorised Users use the Software and Documentation in accordance with the Agreement and shall be responsible for any Authorised User’s acts or omissions in connection with use of the  Software and/or the Documentation, including any breach of  this Agreement, as if the same were an act or omission of the  Customer. 

2.4 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, the Customer shall not:  

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

2.4.2 attempt to copy, modify, duplicate, create derivative  works from, frame, mirror, republish, download,  display, transmit, or distribute all or any part of the  Software (as applicable) in any form or media or by any  means except to the extent expressly permitted under  this Agreement. 

2.5 The Customer shall not:  

2.5.1 access all or any part of the Software in order to build  a product or service which competes with the Software;  

2.5.2 use the Software for the benefit of any person other  than the Customer; or  

2.5.3 license, sell, rent, lease, transfer, assign, distribute,  display, disclose, or otherwise commercially exploit, or  otherwise make the Software available to any third  party except the Authorised Users. 

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

2.7 The Customer acknowledges and agrees that it is and shall remain solely responsible for determining whether it is permitted, under applicable laws, to access and use the Software as contemplated by this Agreement 

3. PERSONAL DATA 

3.1 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 3 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

3.2 The parties have determined that, for the purposes of Applicable Data Protection Laws each party shall act as controllers (as defined in the UK GDPR) of any Customer Data.  

3.3 Should the determination in clause 3.2 change, then each party shall work together in good faith to make any changes which are necessary to this clause 3. 

3.4 The Customer hereby acknowledges and consents to Appvia collecting: 

3.4.1 personal data in respect of Authorised Users in the course of carrying out a Usage Check by assigning a unique account ID number to each Authorised User and analysing their use of the Software in accordance with clause 6.1; and

3.4.2 anonymised telemetry data relating to the Customer’s use of the Software and using the same, both during the Licence Term and following the termination or  expiry of the Agreement for any reason, for the purpose of  Appvia improving the Software or any other reason.  

4. APPVIA'S OBLIGATIONS 

4.1 Appvia does not warrant that the Customer's use of the Software will be uninterrupted or error-free; or that the Software, Documentation, Specification and/or the information obtained by the Customer through the Software will meet the Customer's requirements. 

4.2 This Agreement shall not prevent Appvia 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. 

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

4.4 All other conditions, warranties or other terms which might  have effect between the parties or be implied or incorporated  into this licence or any collateral contract, whether by statute,  common law or otherwise, are hereby excluded, including the  implied conditions, warranties or other terms as to  satisfactory quality, fitness for purpose or the use of  reasonable skill and care. 

5. CUSTOMER'S OBLIGATIONS 

5.1 The Customer shall:  

5.1.1 ensure that the Local Environment complies at a  minimum with the Local Environment Specifications;  

5.1.2 install  the Software in the Local Environment in accordance  with the Documentation and the terms of this  Agreement;  

5.1.3 provide Appvia with all necessary co-operation in  relation to this Agreement and all necessary access to  such information as may be required by Appvia to comply with its obligations under this Agreement;  

5.1.4 comply with all applicable laws and regulations with  respect to its activities under this Agreement;  

5.1.5 be responsible for all Customer Data transmitted or  received by it or an Authorised User via the Software  and the consequences thereof, and shall ensure that  the Customer Data shall not infringe the Intellectual  Property Rights of any third party; 

5.1.6 implement security procedures to prevent  unauthorised use or misuse of the Software or use of  the Software by anyone other than the Authorised Users; 

5.1.7 maintain identifiers, passwords and security codes for  the Software in confidence; 

5.1.8 carry out all other Customer responsibilities set out in  this Agreement in a timely and efficient manner;  

5.1.9 obtain and shall maintain all necessary Customer  licences, consents, and permissions necessary for  Appvia, its subcontractors and agents to perform their  obligations under this Agreement; and 

5.1.10 procure that the Authorised Users shall comply with  any restrictions or other obligations applicable to their  use of the Software as set out in this clause 5.1. 

5.2 The Customer may:  

5.2.1 copy and/or transfer the Software to and install the  Software on substitute disaster recovery or back-up  equipment solely for use in accordance with clause  5.2.2; 

5.2.2 use the Software on such temporary substitute disaster  recovery or back-up equipment when the primary equipment in the Local Environment is temporarily  inoperable; and  

5.2.3 make a reasonable number of copies of the Software  and the Documentation for archive, emergency back up purposes, disaster recovery testing and/or general  testing purposes. 

5.3 The Customer undertakes that it will not allow the Software to be used by anyone other  than the Authorised Users except with the express  prior written consent of Appvia. 

5.4 The Customer shall, and shall procure that the Authorised Users shall, immediately cease use of the Software if it is notified by Appvia, or otherwise becomes aware of, or suspects, a security breach of the Software. The Customer shall immediately notify Appvia of such a breach of security.  At the request of Appvia, the Customer shall promptly terminate an individual's access to the Software if Appvia reasonably believes that such individual is breaching security or is otherwise misusing the Software. The Customer acknowledges and agrees that if it fails to do so, Appvia will have the right, in its sole discretion, to take any such action as it may deem necessary to prevent access to the Software. 

5.5 In the event of any delays in the Customer's performance of its obligations or the provision of assistance by the Customer as agreed by the parties, Appvia may adjust any agreed  timetable or delivery schedule as reasonably necessary. 

6. AUDIT 

6.1 Appvia shall have the right to audit the Customer’s use of the Software, and to determine whether such use is in accordance with the terms of this Agreement (a “Usage Check”). The Customer shall provide Appvia with such information, co-operation and assistance as it may from time to time reasonably request in connection with each Usage Check, including providing reasonable access to:

6.1.1 information relating to the Customer’s use of and access to the Software; and 

6.1.2 the relevant Authorised Users. 

7. PROPRIETARY RIGHTS 

7.1 The Customer acknowledges and agrees that Appvia or its licensors (as applicable) own all Intellectual Property Rights in the Software and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer or any Authorised User any Intellectual Property Rights to, or in, or licences in respect of, the Software, Documentation or any part of them. 

7.2 If and to the extent that the Customer obtains any Intellectual  Property Rights in the Software or the Documentation, the  Customer assigns (by way of present and, where  appropriate, future assignment) all such Intellectual Property  Rights with full title guarantee to Appvia and waives all moral  rights in respect of the same. 

7.3 Appvia shall do and execute, or arrange for the doing and  executing of, each necessary act, document anything that  Appvia may consider necessary or desirable to perfect the  right, title and interest of Appvia in and to the Intellectual  Property Rights in the Software and/or Documentation. 

7.4 Appvia acknowledges and agrees that, as between the parties, the Customer shall own the Intellectual Property Rights in the Customer Data. 

8. CONFIDENTIALITY 

8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. The Customer acknowledges that the Software and the Documentation each constitute Appvia’s Confidential Information. 

8.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, shall 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 this Agreement. 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 this Agreement.  

8.3 A party's Confidential Information shall not be deemed to include information that:  

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

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

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

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

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

8.4 Other than as set out in this Agreement, neither 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. 

8.5 This clause 8 shall survive termination of this Agreement, however arising. 

9. INDEMNITY 

9.1 Appvia shall defend the Customer, its officers, directors and employees (the “Indemnified Parties”) against any damages finally awarded to a third party as the result of a claim that the possession or use of the Software by the  Indemnified Parties in accordance with the terms of this  Agreement infringes any patent effective as of the Effective  Date, copyright, and/or trade mark of that third party (“IP  Claim”), provided that:  

9.1.1 Appvia is given prompt notice of any IP Claim; 

9.1.2 the Customer provides reasonable co-operation to  Appvia in the defence and settlement of any IP Claim,  at Appvia's expense; and  

9.1.3 Appvia is given sole authority to defend or settle any IP Claim. 

9.2 In the defence or settlement of any IP Claim, Appvia may procure the right for the Customer to continue using the  Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably  available, terminate this Agreement on two Business Days’  notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer  outside the scope of the indemnity in clause 9.1.  

9.3 In no event shall Appvia, its employees, agents and subcontractors be liable to the Customer to the extent that any IP Claim is based on:  

9.3.1 a modification of the Software by anyone other than  Appvia;  

9.3.2 the Customer's use of the Software in a manner  contrary to the instructions given to the Customer by  Appvia or this Agreement; or  

9.3.3 the Customer's use of the Software after notice of the  alleged or actual infringement from Appvia or any  appropriate authority. 

9.4 Clauses 9.1 to 9.3 state the Customer's sole and exclusive rights and remedies and Appvia's (including Appvia’s employees', agents' and subcontractors’) entire obligations in respect of any IP Claim. 

10. LIMITATION OF LIABILITY 

10.1 Appvia’s liability is excluded or limited by any provision of the Agreement in respect of:  

10.1.1 death or personal injury caused by its negligence or the  negligence of its employees or agents;  

10.1.2 fraud or fraudulent misrepresentation; or  

10.1.3 any other liability which cannot be excluded or limited  by law. 

10.2 Subject to clause 10.1, Appvia shall not be liable to the Customer under or in relation to the Agreement (whether such liability arises in contract, tort (including negligence), or  otherwise) for: 

10.2.1 any loss of profit; 

10.2.2 loss of sales or business;  

10.2.3 loss of agreements or contracts;  

10.2.4 loss of anticipated savings;  

10.2.5 loss of or damage to goodwill; 

10.2.6 loss of use or corruption of software, data or  information;  

10.2.7 (in each case whether direct or indirect), or for any indirect, special or consequential loss or  damage, in each case regardless of whether the  parties were was aware of the possibility of such  matter. The term “loss” as used herein includes a partial loss or reduction in value as well as a complete or total loss. 

10.3 Subject to clause 10.1, Appvia’s total liability arising from or in connection with the Agreement (and whether the liability arises in contract, tort (including negligence), or otherwise) shall be limited to the sum of £1. 

10.4 Appvia shall have no liability for any acts or omissions of Appvia which are made at the Customer’s direction. 

10.5 Except as expressly and specifically provided in this Agreement:  

10.5.1 the Customer assumes sole responsibility for results  obtained from the use of the Software and any  conclusions drawn from such use;  

10.5.2 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 this Agreement; and  

10.5.3 the Software and the Documentation are provided to the Customer on an "as is" basis. 

11. TERM AND TERMINATION 

11.1 This Agreement shall, unless otherwise terminated as provided in this clause 11 or the other provisions of this Agreement, commence on the Effective Date and continue until the end of the Initial Licence Term, whereupon it shall terminate automatically without notice unless this Agreement is renewed for a successive period (a “Renewal Term”), such period notified by Appvia to the Customer in writing prior to the end of the Initial Licence Period or the end of any Renewal Term, as applicable. Unless this Agreement is further extended pursuant to this clause 11.1, it shall terminate automatically without notice at the end of any Renewal Term, and the Initial Licence Term together with any subsequent Renewal Terms shall constitute the “Licence Term”. 

11.2 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 the other  party:  

11.2.1 commits a material breach of any other term of this  Agreement where such breach is irremediable or (if  such breach is remediable) fails to remedy that breach  within a period of 10 days after being notified in writing  to do so; or  

11.2.2 takes any step or action in connection with its entering  administration, provisional liquidation or any  composition or arrangement with its creditors (other  than in relation to a solvent restructuring), applying to  court for or obtaining a moratorium under Part A1 of  the Insolvency Act 1986, being wound up (whether  voluntarily or by order of the court, unless for the  purpose of a solvent restructuring), having a receiver  appointed to any of its assets or ceasing to carry on  business or, if the step or action is taken in another  jurisdiction, in connection with any analogous  procedure in the relevant jurisdiction; or 

11.2.3 suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

11.3 On termination or expiry of this Agreement for any reason: 

11.3.1 all licenses granted under this Agreement shall  immediately terminate and the Customer shall  immediately cease to, and ensure the Authorised  Users cease to, use or access the Software;  

11.3.2 except as otherwise set out in the Agreement, each  party shall return and make no further use of any  equipment, property, and other items (and all copies of  them) belonging to the other party; and 

11.3.3 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. 

11.4 The Customer hereby acknowledges and agrees that:

11.4.1 in order to continue using the Software following any termination of this Agreement for any reason, it will need to enter into a subsequent software licence agreement with Appvia pursuant to which a licence fee will be payable by the Customer to Appvia (a “Full Licence”); and 

11.4.2 if it (or any of its suppliers), following any termination of this Agreement, fails to host any, or all, of the Application Data that is hosted immediately prior to termination of this Agreement, the Software may be unable to manage your Applications when used pursuant to a Full Licence in the same manner as it did when used in accordance with the terms of this Agreement.  

12. FORCE MAJEURE 

12.1 Appvia 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 a Force Majeure Event, provided that the Customer is notified of such an event and its expected duration. 

13. MARKETING 

13.1 The Customer grants a non-exclusive, royalty-free, non-transferable licence during the Licence Term for Appvia to display the Customer’s logo on Appvia’s website and marketing materials. 

13.2 Subject to the Customer’s prior approval, Appvia may prepare and publish a case study about the Customer and the Customer’s use of the Software. 

13.3 Following the successful roll-out of the Software, the Customer and Appvia shall jointly prepare and publish a press release (in a form agreed between the parties) announcing the Customer’s use of the Software. 

13.4 Subject to the Customer’s prior approval (such approval not to be unreasonably withheld) the Customer will support promotion of the Software at any public functions.  

14. NOTICES 

14.1 Any notice required to be given under this Agreement shall be in writing and shall be: 

14.1.1 delivered by hand; 

14.1.2 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 

14.1.3 sent by email to the email address given in the Order  Form for the Customer and Appvia (as applicable). 

14.2 A notice shall be deemed to have been received: 

14.2.1 if sent by hand, when delivered (or if delivery is not  during Business Hours, at the commencement of  Business Hours the following Business Day following  delivery); 

14.2.2 if correctly addressed and sent by pre-paid first-class  post or recorded delivery post, two Business Days after  posting; or 

14.2.3 if sent by email, provided no error or delivery failure message is received, at the time of sending if sent during Business Hours in the place of receipt or, if outside Business Hours in the place of receipt, at the commencement of Business Hours the following  Business Day after sending. 

15. GENERAL 

15.1 Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect. 

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

15.3 No waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement 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. 

15.4 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. 

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

15.6 Entire agreement. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether made negligently or innocently and whether in writing or not) of any person (whether party to this Agreement or not) relating to  the subject matter of this Agreement, other than as expressly  set out in this Agreement. 

15.7 Assignment. Neither party shall, without the prior written consent of the other party (not to be unreasonably withheld or delayed), assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under this Agreement provided that Appvia shall have the right to subcontract the exercise of its rights and performance of its obligations under the Agreement to third parties. 

15.8 No partnership. 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). 

15.9 Further assurance. Each party will at the request of the other party at its own costs do (or procure others to do) everything reasonably necessary to give the other the full effect of the terms of this the Agreement. 

15.10 Dispute resolution. The parties shall attempt, in good faith, to resolve any dispute promptly by negotiation, first by referring such dispute to the Customer’s representative and the Customer Success Manager assigned by Appvia to the Customer for resolution. If the dispute cannot be resolved by the representatives referred to in this clause 15.10 within 14 days after the dispute has been referred to them, either party may give notice to the other party in writing (“Dispute Notice”) that a dispute has arisen and within seven days of the date of the Dispute Notice, each party shall refer the dispute to Customer’s Chief Executive Officer and Appvia’s Chief Executive Officer for resolution. Nothing in this clause 15.10 shall prevent either party from instigating legal proceedings where an order for an injunction, disclosure or legal precedent is required. 

15.11 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. 

15.12 Conflict. If there is an inconsistency between any of the provisions of this Software Licence Agreement and the provisions of the Order Form, the provisions of the Order Form shall prevail. 

15.13 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 construed in accordance with the laws of England. 

15.14 Jurisdiction. Each party irrevocably agrees that the courts of England 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).