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Terms of Service

Definitions

Add-On Services: means additional services or functionality that may be added to the Customer Subscription.
Agreement: these Terms of Use and any Subscription.
Credits: the credits purchased by the Customer which relate to their Subscription Plan.
Data: the data inputted by the Customer or otherwise generated in respect to the Customer’s use of the Services.
Documentation: any documentation made available to the Customer by Mailslicer from time to time, whether in electronic form or otherwise, which sets out a description and user instructions for the Services.
Fees: the fees payable by the Customer to Mailslicer for the Subscription.
Initial Term: the initial term of this Agreement as detailed in the Subscription, which shall commence on the Start Date.
Intellectual Property Rights: all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights, domain names and any other rights in any invention, discovery or process, in each case in the United Kingdom and together with all renewals and extensions.
Minimum Specification: means the specification which the Customer hardware is required to meet in order to use the Services, as revised from time to time.
Plan: means the services to be provided to you as detailed in your Subscription and any Documentation.
Renewal Term: any subsequent terms after the Initial Term as described in clause 15.1.
Software: the software and services made available to you by Mailslicer under this Agreement, as more particularly described in the Documentation relating to your Subscription.
Start Date: the date Mailslicer first make the Services available to the Customer.
Subscription: your online order for Software detailing the Fees relating to your Plan (whether one off or recurring) and incorporating this Agreement. Term: the Initial Term and any Renewal Term. Where the Customer has purchased Credits without subscribing, the “Term” of the agreement shall be construed as the duration during which the Customer has unused Credits outstanding.
The Customer: means the business detailed in the Subscription.
Users: the individuals who are authorized by the Customer to access and use the Services in accordance with this Agreement.

A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking into account any amendment, extension, or re-enactment and includes any subordinate, interim or provisional legislation for the time being in force made under it. Any words following the terms including, include, in particular, for example or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceding those terms. References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement. The details of the Customer Subscription form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.

  1. SERVICES
    1. This Agreement will operate as a framework agreement which defines the contractual terms and conditions under which Mailslicer will supply Services to the Customer. Whilst this Agreement remains in force, the parties shall agree the provision of Services as set out in a Subscription which shall be governed by and be subject to, the terms and conditions of this Agreement.
    2. Terms of this Agreement. his Agreement shall commence on the Start Date when Services are made available to the Customer and shall continue throughout any Initial Term unless earlier terminated in accordance with the terms of this Agreement.
    3. Provision of Services. Mailslicer shall, during the Term, use commercially reasonable endeavors 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 [05:00 to 08:00 US time]; and (b) unscheduled maintenance performed outside of normal business house, provided that Mailslicer has used reasonable endeavors to give the Customer at least 6 normal business hours’ notice in advance.
    4. Support Services. Mailslicer will, as part of the Services, provide the Customer with Mailslicer standard customer support services as detailed in the Customer Subscription by email to team [email protected] or via Live Chat. Mailslicer may amend its support services at its discretion from time to time.
    5. Updating Service. As part of its updating service Mailslicer shall provide error correction, patches, fixes and updates to the Services as generally made available to its customers. Where requested, the Customer may be required to update the Customer’s IT hardware or software in order to continue to comply with any required Minimum Specification for the Services. For the avoidance of doubt the cost of the updating service described in this clause is included in the Subscription Fees, but excludes any sum payable by the Customer to ensure compatibility with the Services. Mailslicer shall have no liability whatsoever for any failure of Customer hardware or software to comply with the Minimum Specification.
    6. Service Improvements. the Customer acknowledge that Mailslicer may change or modify the Services from time to time. Mailslicer shall only be required to provide the Customer with reasonable notice of a change or modification to the Services in advance if the change of modification is material (and does not extend or enhance the functionality or architecture of the Services) or may substantially adversely affect the Customer’s use of the Services.
    7. Any dates quoted for delivery of Services are approximate only. Any services which are not detailed in the Customer Subscription are out of scope and subject to additional charges.
    8. Variation to this Agreement or Prices. Mailslicer may make changes to this Agreement including to Fees payable from time to time on reasonable advance notice to the Customer of no less than 30 days. Any revised version of this Agreement or increase in Fees shall automatically apply to any Renewal Term or any Add-On Services when purchased.
    9. Unless otherwise agreed in writing, the Customer acknowledge that the Services have not been developed to meet the Customer individual requirements and that it is therefore the Customer responsibility to ensure that the facilities and functions of the Services as described in the Subscription Documentation meet the Customer requirements.
  2. SUPPORT IN ACCESSING AND USING Mailslicer SERVICES
    1. Following completion of a Subscription, and payment being made Mailslicer will contact the Customer to provide the Customer with the information the Customer need to access and use the Services.
    2. Please refer to the Customer Subscription Documentation for information and assistance around using and accessing Mailslicer Services. The support services provided as part of the Customer Subscription are detailed in the Customer Subscription Documentation. Any support requests or other assistance requested which is outside the scope of the Customer Subscription will be chargeable as additional services.
    3. The Customer’s responsibility to understand Mailslicer Services. The Customer acknowledges and agrees that whilst the Services are designed for ease of use, it is the Customer’s responsibility to ensure that any individuals involved in accessing and using the Services are appropriately trained and understand and are familiar with the Services and any training materials or Documentation made available to the Customer relating to them and any applicable laws or regulations that apply.
  3. LICENSE
    1. Subject to the Customer purchasing the Subscription in accordance with this Agreement, the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, Mailslicer hereby grants to the Customer a non-exclusive, non-transferable, non-sub-licensable, revocable right: (a) to permit Users to use the Services and the Documentation during the Term; and, (b) to access and use the Services and the Documentation within the limits of the Subscription the Customer have purchased.
    2. Limitations on Use. The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company unless otherwise agreed in writing.
    3. Credits. Credits are subject to certain conditions dependent on the Customer’s Subscription. Credits are active for as long as you maintain your Subscription. If you are not on a recurring Subscription Plan your Credits will expire in accordance with the terms of your Plan. Credits are non-refundable.
    4. Exceeding the limits of the Customer Subscription or Services. Once you have used all of your Credits during a Term or month, you will no longer be able to use the Services.
    5. Where the Customer amends their Subscription part way through any Term including by the addition of Add-On Services or additional Users, such additional Fees as may be payable shall be pro-rated from the date of activation by Mailslicer for the remainder of the then current Term. In the event that the Customer downgrades during the term, any accrued Credits will be lost.
  4. Mailslicer OBLIGATIONS
    1. Warranty Mailslicer warrants that it will perform the Services substantially in accordance with the material terms of the Documentation and with reasonable skill and care.
    2. The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Mailslicer instructions, or modification or alteration of the Services by any party other than Mailslicer. If the Services do not conform with the foregoing warranty, Mailslicer will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or if reasonably practicable, provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer sole and exclusive remedy for any breach of the warranty set out in this clause. Notwithstanding the foregoing, Mailslicer: (a) does not warrant that the Customer use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer requirements; 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 acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    3. Mailslicer shall have no obligation to provide any services under this clause (and shall be entitled to charge the Customer additional charges at its then current rates) where faults or support requests arise from: (a) misuse, incorrect or unauthorized use of the Services; (b) failure of the Customer hardware or software or any part of it; (c) use of the Services not in accordance with guidance provided by, or in combination with any hardware or software not approved by, Mailslicer; (d) any breach of the Customer obligations under this Agreement.
    4. The warranties, representations (and where applicable, warranties) set out in this clause are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this agreement. Without limitation, Mailslicer specifically denies any implied or express representation that the Services will be fit for any purpose or use other than that specifically stated by Mailslicer in writing in the Documentation.
  5. INTEGRATION WITH THIRD PARTIES
    1. Third Party Services / Integration. Mailslicer offer services and functionality using third party tools such as application programming interfaces (“APIs”) (our "Integration Services”) These third party API terms and conditions contain restrictions on access, storage and use of information. All requests should be made from a server to ensure the API key is safe. Mailslicer have no control over the content of third party sites or resources which we link to through our use of APIs or your use of the Mailslicer API or any Integration Services and accept no liability or responsibility for them, your use or inability to use Integration Services, the web sites they link to or their contents, their accuracy or reliability or for any loss or damage (direct, indirect, special, consequential or otherwise) whatsoever that may arise from your use of any of them or the results obtained. Your use of Mailslicer Integration Services is on an "as is" basis and without any warranty of any kind (subject to any additional Mailslicer terms that may apply).
    2. You acknowledge and agree that: (i) the use and availability of certain parts of the Mailslicer Services may be dependent on third-party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner all of the time and they may impact on the way that Mailslicer Services operate, and (iii) Mailslicer are not responsible for damages and losses due to the operation of these third-party products and services.
    3. The Customer accepts all responsibility for and agrees to release Mailslicer entirely from any claims, liabilities, disputes, actions or proceedings arising from or connected to the Customer’s interaction with any third party through, or as a result of the provision or receipt of Services or Integration Services.
  6. RESTRICTIONS OF USE
    1. Except to the extent expressly permitted under this Agreement and to the maximum extent permitted by law, the Customer shall not: (a) (i) attempt to copy, reproduce, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of 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) offer any part of the Services for sale or distribution over any other medium; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to anyone except the Users; or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation; or (f) permit any third party to benefit from the use or functionality of the Services.
  7. THE CUSTOMER OBLIGATIONS
    1. The Customer shall: (a) provide Mailslicer with all necessary and timely co-operation in relation to this Agreement in order to render the Services, including but not limited to, Data and documentation requested for the provision of the Services (and ensure that such information and data is accurate in all material respects); (b) appoint an individual who shall have the authority to contractually bind the Customer on matters relating to the Services; (c) be responsible (at the Customer’s own cost) for ensuring that the Customer hardware and software complies with the relevant specifications to use the Services provided by Mailslicer, including the Minimum Specification, as amended from time to time; (d) comply with all applicable laws and regulations with respect to the Customer activities under this Agreement and in the Customer’s use of the Services (including but not limited to consumer and data protection legislation) and in the Customer’s use of the Services including ensuring that it complies with any legal or regulatory requirements relating to any use of the Data and its content including ensuring any use of Data complies with and carries all disclaimers, warnings and public information which a competent lawyer would advise in all countries and for all purposes for which use is intended, including in respect to applicable data protection legislation.
    2. The Customer are responsible for ensuring that the User’s use of the Services and Documentation is in accordance with the terms and conditions of this Agreement and shall be responsible for any User’s breach of this Agreement. The Customer undertakes that each User shall keep their credentials secure for their use of the Services and Documentation. To the extent permissible by law, Mailslicer will not be liable for any loss that the Customer, a User or any third party may incur as a result of any use or misuse of any part of the Services, whether with or without the Customer’s knowledge.
    3. The Customer shall be responsible for:
      1. Safeguarding and Security be solely responsible for procuring and maintaining the Customer network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer network connections or telecommunications links or caused by the internet;
      2. operate best practice and ensure appropriate security precautions are taken in connection with its use of the Services. The Customer are responsible for taking all reasonable steps to mitigate the risks inherent in the provision and receipt of the Services, including data loss and taking all reasonable and usual precautions to safeguard the Customer IT infrastructure, including operating firewalls and virus checks and implementing effective and appropriate data security in respect to the provision and receipt of Services.
      3. Compliance with Legal Requirements the Customer are solely responsible for ensuring that the Customer’s use of the Services and Data complies with any legal or regulatory requirements, in its own and any receiving country, and is not fraudulent. In using the Services you warrant that you will comply with the standards set out in our Acceptable Use Policy. You warrant that you will only use the Services for business-to-business communications and shall comply with our standards. The Customer agrees to be liable to Mailslicer and indemnify Mailslicer against any breach of this warranty.
      4. The Customer shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to the Services. This includes using (or permitting, authorizing or attempting the use of) any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology in respect to the Customer’s use of the Services. The Customer shall not use the Services or Data in any manner associated with sending any unsolicited bulk messages or unsolicited commercial messages (“spam”). The Services and Data may only be used for business-to-business communication and as individual records and in accordance with applicable laws.
      5. The Customer agrees to indemnify Mailslicer, in full in respect to any claim made against Mailslicer by any third party in connection with any use of the output of the Services or Data and to release Mailslicer entirely from any claims, disputes, actions or proceedings arising from or connected to the Customer’s interaction with any third party content available via our Services.
      6. The Customer confirms and agrees that Mailslicer may disclose the nature and use by the Customer of the Services if requested to do so, including data logs and Customer e-mail and contact details as well as any other information relating to the Customer’s use of the services (which shall not be deemed confidential) in response to any data subject request or for any other purpose at Mailslicer discretion.
      7. In the event that the Customer provides access to the Data to third parties, the Customer: (a) indemnifies Mailslicer in respect to any use of such Data by any third party; (b) agrees to provide details of such third party immediately on request; (c) shall not identify Mailslicer as the source of any Data.
  8. DATA AND DATA PROTECTION
    1. Customer Data. the Customer shall own all rights, title and interest in and to all of the Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
    2. The Customer grant to Mailslicer a non-exclusive, perpetual, irrevocable, royalty free license to use any Data relating to the Customer’s use of the Services (“Service Data”) and any Data for the purpose of: (a) statistical analysis and monitoring, querying and analyzing such data for the purpose of providing the Services and improving the quality of services Mailslicer provides to its customers; (b) exercising its rights and fulfilling its other obligations under this Agreement; (c) complying with any applicable governmental or regulatory requirements; and/or (d) any other commercial purposes of Mailslicer.
    3. The parties acknowledge that if Mailslicer processes any personal data on the Customer behalf when performing its obligations under this agreement, the Customer are the controller and Mailslicer is the processor for the purposes of the Data Protection Legislation. Schedule 1 sets out the obligations of the parties in respect to the processing of personal data.
  9. SUSPENSION OF SERVICES
    1. Mailslicer may suspend Services without liability if: (a) Mailslicer reasonably believes that the Services are being used in breach of the Agreement and the Customer do not remedy the failure within fourteen days of Mailslicer written notice to the Customer describing the breach; (b) the Customer don’t co-operate with Mailslicer reasonable investigation of any suspected violation of the Agreement; (c) there is an attack on the Services or the Services are accessed by or manipulated by a third party without Mailslicer consent; (d) Mailslicer is required by law to suspend the Services or the Customer access to the Services; (e) there has been unauthorized or suspected fraudulent or suspicious activity relates to the Customer’s use of the Services; or (f) there is another event for which Mailslicer reasonably believe that suspension of the Services is necessary to protect its or any other party’s network, system, the Services or other customers.
    2. For the avoidance of doubt, any suspension of Services, shall not suspend the Customer’s obligation to pay any Fees.
  10. CHARGES AND PAYMENT
    1. The Customer shall pay the Fees to Mailslicer in accordance with this clause 10, or as otherwise agreed between the parties.
    2. The Customer shall provide to Mailslicer relevant valid, up-to-date and complete contact and billing details and payment method to process any payments (either credit card, direct debit or debit card) for the Fees payable for the Subscription and the applicable Term. Fees for any Renewal Term shall be payable in advance. By submitting such payment information, the Customer automatically authorizes Mailslicer (without any further reference to the Customer) to charge to such payment instrument all Fees incurred through the Customer’s use of the Services.
    3. The Customer must have an open payment channel such as a Direct Debit or Automatic Card Payment set up with Mailslicer. If this is cancelled or payment fails through the agreed channel, the Customer undertakes to make payment for any outstanding balance of any Fees due or payable to Mailslicer under this Agreement, in full, within 7 days of the original due date. Failure to make this payment will result in legal action to recover the monies due.
    4. Mailslicer may audit the Customer’s usage of the Services, in order: to verify that the Customer is in compliance with the terms of this Agreement; and, (b) for billing purposes.
    5. If Mailslicer has not received payment within 7 days after the due date for any Fees, then without prejudice to any other rights and remedies of Mailslicer: (a) Mailslicer may, without liability to the Customer, on 2 days advance notice, disable the Customer account and suspend access to all or part of the Services and Mailslicer shall be under no obligation to provide any or all of the Services while the invoice(s) concerned, any interest, administrative and legal costs of collecting payment and any further sums payable, remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Lloyds TSB at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
    6. All amounts and fees stated or referred to in this Agreement: (a) are non-cancellable and non-refundable; (b) are exclusive of applicable tax, which shall be added to Mailslicer invoice(s) at the appropriate rate.
    7. Mailslicer shall be entitled to increase the Fees payable for Services at any time, on thirty days' prior written notice to the Customer. In the event that the Customer do not agree to such increase, the Customer may terminate this Agreement at the end of the then-current Term. In the event that the Customer do not notify Mailslicer that the Customer object to any increase, the Renewal Term shall be extended and include the increase in Fees accordingly.
  11. PROPRIETARY RIGHTS
    1. The Customer acknowledge and agree that Mailslicer and/or its licensors are the sole and exclusive owners of all intellectual property and other proprietary rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.
  12. CONFIDENTIALITY
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body, provided that to the extent practicable and permitted by law, the receiving party shall promptly notify the disclosing party in advance of such requested disclosure and provide the disclosing party with an opportunity to object to such request.
    2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
    4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, provided that such party has taken reasonable steps to protect and avoid the loss, destruction, alteration or disclosure of such Confidential Information.
    5. the Customer acknowledge that details of the Services, and the results of any performance, security, penetration, vulnerability or other logical, analytical, data or information gathering tests carried out on the Services, constitute Mailslicer Confidential Information.
    6. Mailslicer acknowledges that the Customer Data is the Customer Confidential Information.
    7. This clause 12 shall survive termination of this Agreement, however arising.
  13. INDEMNITY

    the Customer shall defend, indemnify and hold harmless Mailslicer against claims, actions, liabilities, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (i) the Customer or any User's use of the Services and/or Documentation; or (ii) the Customer collection, use, processing and/or transfer of any Data, Service Data or other personal data; or (iii) any claim of any of any kind including legal fees arising from any claim, demand or action alleging that any use the Customer make of the Services is contrary to any law, code or regulation in any country. The Customer’s liability to Mailslicer is unlimited under this indemnity and any other Customer indemnities under this Agreement.
    1. Mailslicer indemnity if Services infringe any third party IP / Mailslicer breaches GDPR. Mailslicer shall, subject to clause 14.4, defend the Customer against any claim that: (a) the Services infringe any patent effective as of the Start Date, copyright, trade mark, or right of confidentiality; (b) Mailslicer have breached the Data Protection Act 2018, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (i) Mailslicer is given prompt notice of any such claim; (ii) the Customer provide reasonable co-operation to Mailslicer in the defense and settlement of such claim, at Mailslicer expense; and (iii) Mailslicer is given sole authority to defend or settle the claim. In the defense or settlement of any claim, Mailslicer 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, and Mailslicer are unable, after best efforts, to procure for the Customer the right to continue using the Services or to provide functionally equivalent Services, terminate this agreement on 14 Business Days’ notice without further liability to the Customer.
    2. Exclusions to Mailslicer IP and Data Protection Indemnity. In no event shall Mailslicer, 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 by anyone other than Mailslicer; or (b) the Customer use of the Services in a manner contrary to the instructions given to the Customer by Mailslicer; or (c) the Customer use of the Services after notice of the alleged or actual infringement from Mailslicer or any appropriate authority.
    3. The foregoing states each party’s sole and exclusive rights and remedies, and each party’s (including that party’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  14. LIMITATION OF LIABILITY
    1. This clause 14 sets out the entire financial liability of Mailslicer (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a) any breach of this Agreement; (b) any use made by the Customer of the Services and Documentation or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
    2. Except as expressly and specifically provided in this agreement: (a) Mailslicer shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mailslicer by the Customer in connection with the services, or any actions taken by Mailslicer at the Customer direction; (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, disclaimed and excluded from this agreement including, without limitation, any warranties of title, merchantability, or fitness for a particular use or purpose; and (c) the Services and the Documentation are provided to the Customer on an "as is" basis.
    3. Nothing in this Agreement excludes the liability of either party: (a) for death or personal injury caused by Mailslicer negligence; or, (b) for fraud or fraudulent misrepresentation.
    4. Subject to clause 14.1 and clause 14.3: (a) to the maximum extent permitted by law, Mailslicer shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, punitive, exemplary or consequential loss, costs, damages, charges or expenses however arising under or relating to this agreement, even if Mailslicer has been advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.; and (b) Mailslicer total aggregate liability in contract, 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 amount of Fees paid by the Customer to Mailslicer during the 6 months immediately preceding the date on which the claim arose. As the Fees for the service properly reflect the delineation of risk between the parties, each party agrees to ensure that it will be responsible for making its own arrangements for the insurance of any loss in excess of its accepted legal liability as necessary.
    5. Under no circumstances shall Mailslicer be responsible or liable for: (a) any inaccuracy, error or delay in, or omission of any data or information retrieved by the Services; (b) any error or delay in the transmission of such data or information; or (c) any interruption in any such data or information.
  15. TERM AND TERMINATION
    1. This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Start Date and:
      1. for annual/monthly recurring Subscription Plans shall continue through the Initial Term (of one month or one year as detailed in the Subscription Plan) and thereafter, this Agreement shall be automatically renewed for successive rolling periods of the Initial Term (each a Renewal Term), unless: (a) the Customer notifies Mailslicer that it wishes to terminate the Agreement at any time or Mailslicer give the Customer notice of termination, in writing, at least 30 days before the end of the Initial Term or 30 days before any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial or Renewal Term or (b) otherwise terminated in accordance with the provisions of this Agreement. The Initial Term together with any subsequent Renewal Terms shall constitute “the Term”.
      2. for non-recurring one-off Credit bundle purchases shall continue for as long as the Customer has unused Credits in their Subscription Plan.
    2. Without affecting any other rights that it may be entitled to, either party may terminate this Agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets or passes a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or it ceases or threatens to cease or carry on business. or (c) there is a change in law or legislation which affects the way in which the Services operate, in which case Mailslicer may immediately terminate this agreement without liability; or (d) Mailslicer believes, that the Customer’s continued use of the Services is causing harm to individuals, others or to Mailslicer reputation, business or goodwill.
    3. Without affecting any other rights that it may be entitled to, Mailslicer may terminate the Agreement for breach if: (a) payment of any invoiced amount (except to the extent such invoice is disputed in good faith) or Fee payable is overdue and following notification to the Customer, the Customer do not pay the overdue amount within seven Business Days of a written notice from Mailslicer ; (b) the Customer breach the acceptable use policy in clause 4.
    4. On termination of this Agreement for any reason: (a) all licenses and access to the Services granted under this Agreement shall immediately terminate and the method of access supplied to the Customer will automatically expire and the Services will cease to operate immediately; and (b) Mailslicer may destroy or otherwise dispose of any of the Customer Data in its possession; and (c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
    5. If this Agreement is terminated prior to the end of the Initial Term or any Renewal Term, other than for material breach by Mailslicer under clause 14.3, all fees payable up to the end of the Initial Term or any Renewal Term and all other fees due and payable to Mailslicer under this Agreement shall be immediately due and payable to Mailslicer.
  16. FORCE MAJEURE

    Mailslicer 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 Mailslicer 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, storm or default of Mailslicer or sub-contractors for so long as said cause persists, provided that the Customer are notified of such an event and its expected duration.


  17. GENERAL
    1. No variation or modification of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorized representatives).
    2. 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.
    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.
    4. 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.
    5. 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 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.
    6. the Customer shall not, without the prior written consent of Mailslicer, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Mailslicer may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
    7. Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, agency, franchise or employment relationship between the parties, or authorize 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).
    8. 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).
    9. Each of the provisions of clauses 6.4 through 6.8, 8.2, and 10 through 19 shall survive any termination or expiration of this Agreement in accordance with their terms.
    10. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.
  18. NOTICES
    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 as set out in this Agreement. 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 e-mail shall be deemed to have been received at 9am on the first day following delivery. Where Mailslicer is required under this Agreement to give the Customer any notice in writing, Mailslicer may give this notice by letter or by email.
  19. GOVERNING LAW AND JURISDICTION
    1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter GOVERNING LAW AND JURISDICTION of formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 – Data Processing Obligations

  1. Data Protection Compliance
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
    2. Mailslicer may, at any time on not less than 30 days’ notice, revise this schedule by replacing or augmenting it with any applicable standard contractual clauses or similar terms approved by the relevant regulator.
  2. The Parties’ Roles
    The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Mailslicer
    Data Processing Details
    Subject-matter Data for administrating the Customer’s account
    Nature and purpose The provision of Services to the Customer
    Duration The duration of any Agreement with Mailslicer
    Types of personal data Name, Telephone Number, E-mail
    Categories of Data Subject Employees of the Customer
    is the processor. The table below sets out the scope, nature and purpose of processing by Mailslicer, the duration of the processing and the types of personal data and categories of data subject.
  3. Customer’s Responsibilities Without prejudice to the generality of paragraph 1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Mailslicer for the duration and purposes of this Agreement.

    Data Protection Legislation: means the data privacy laws applicable to the processing services provided by the Parties to each other, including, where applicable, the Directive 95/46/EC, as amended or replaced by any subsequent regulation, directive or other legal instrument of the European Union including by the GDPR or similar law, the Privacy and Electronic Communications Regulations 2003 or the e-Privacy Regulation 2017, or the applicable data privacy laws of any other relevant jurisdiction, including the GDPR, and all applicable formal or informal guidance, rules, requirements, directions, guidelines, recommendations, advice, codes of practice, policies, measures or publications of the Information Commissioner’s Office, other relevant regulator, and/or relevant industry body in each case in any relevant jurisdiction;

    The personal data may be transferred or stored outside the EEA or the country where the Customer and the Users are located in order to carry out the Services and Mailslicer other obligations under this agreement.

    The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Mailslicer for the duration and purposes of this agreement so that Mailslicer may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer behalf.

    Mailslicer shall, in relation to any personal data processed in connection with the performance by Mailslicer of its obligations under this agreement: (a) process that personal data only on the Customer documented written instructions unless Mailslicer is required by the laws of any member of the European Union or by the laws of the European Union applicable to Mailslicer . Where Mailslicer is relying on Applicable Laws as the basis for processing personal data, Mailslicer shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Mailslicer from so notifying the Customer; (b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled: (i) the Customer or Mailslicer has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) Mailslicer complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (iv) Mailslicer complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data; (c) assist the Customer, at the Customer cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data

    Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    (d) notify the Customer without undue delay on becoming aware of a personal data breach;
    (e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and (f) maintain complete and accurate records and information to demonstrate its compliance with this Schedule 1 and immediately inform the Customer if, in the opinion of Mailslicer, an instruction infringes the Data Protection Legislation.

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

    The Customer consent to Mailslicer appointing third party’s as a third-party processor of personal data under this agreement. Mailslicer confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Schedule 1 and in either case which Mailslicer confirms reflect and will continue to reflect the requirements of the Data Protection Legislation.

    Either party may, at any time on not less than 30 days’ notice, revise this Schedule 1 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
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