Financial Architecture for Accounts Receivable Solution — Terms of Service

Introduction

Please read these Terms of Service carefully before accessing or using the FAAR Solution (as defined below) as they set out the terms and conditions which apply to the Customer’s (as defined below) use of the FAAR Solution and the Documentation (as defined below).

To use the FAAR Solution, the Customer must first enter into a subscription with Collect Solutions (as defined below) (“Subscription”). The Customer will be entitled to access and use the FAAR Solution in line with the benefits and limitations of its’ Subscription. Subscriptions may only be entered into via Collect Solutions’ online sign-up process or via an order form entered into between the Customer and Collect Solutions (“Order Form”).

The FAAR Solution is supplied to the Customer by Collect Solutions subject to the Customer’s acceptance of and compliance with: (i) this Agreement (as defined below), (ii) the Privacy Policy (as defined below), (iii) the Fair Usage Policy (as defined below); and (iv) the Acceptable Use Policy (as defined below). By entering into a Subscription, or accessing and/or using the FAAR Solution, the Customer agrees to the provisions of this Agreement, the Privacy Policy, the Fair Usage Policy and the Acceptable Use Policy, which are automatically binding on the Customer.

The FAAR Solution has been designed to support the Customer’s accounts receivables governance, pre-invoice validation and process optimisation in relation to its business customers. The Customer shall only use the FAAR Solution in relation to its business customers and not its consumer customers.

The rights granted to the Customer are limited to using the FAAR Solution and the Documentation to support the Customer’s accounts receivables governance, pre-invoice validation and process optimisation in relation to its business customers (“Permitted Use”).

Where you subscribe to, or access and/or use the FAAR Solution in the course of your employment or engagement with a company, corporation or other legal entity (“Entity”), you automatically bind that Entity to this Agreement, the Privacy Policy, the Fair Usage Policy and the Acceptable Use Policy. You warrant and represent to Collect Solutions that you have the authority to bind that Entity to this Agreement, the Privacy Policy, the Fair Usage Policy and the Acceptable Use Policy.

1. Interpretation

1. The definitions and rules of interpretation in this clause 1 apply in this Agreement. The following terms shall have the following meanings:

   “Acceptable Use Policy” means the Collect Solutions Acceptable Use Policy set out at Annex 2 (as may be updated by Collect Solutions from time to time).

   “Affiliate” means the relevant party, its holding companies, subsidiaries and its holding companies’ subsidiaries (as such terms are defined by s.1159 Companies Act 2006).

   “Aggregate Data” means the anonymous aggregated data created by Collect Solutions under clause 8.4.3.

   “Agreement” means these Terms of Service and the Subscription Details.

   “AI Features” means the features and components of the FAAR Solution that use AI Systems to process Customer Inputs in order to generate predictions, content, recommendations, decisions, scores, patterns, images, text, reports or other materials and/or in order take and execute decisions.

   “AI System” means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

   “Authorised User” means an individual that uses the FAAR Solution and/or the Documentation as part of the Customer’s Subscription.

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

   “Collect Solutions” means Collect Solutions Ltd, a company incorporated in England and Wales with company number 16931356, whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.

   “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clauses 14.6 or 14.7 or would be understood as confidential by a reasonable businessperson.

   “Contract Year” means any 12-month period commencing on the Effective Date or on an anniversary of the Effective Date.

   “Control” means in respect of an entity, beneficial ownership of more than 50% of its issued share capital or the legal power to direct or cause the direction of its general management.

   “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.

   “Customer” means the business or entity set out in the Subscription Details.

   “Customer Inputs” means the data, information, communications and content provided or made available to Collect Solutions by (or on behalf) of the Customer and/or inputted or imported into the FAAR Solution by (or on behalf) of the Customer, including those set out in the Subscription Details.

   “Customer Marks” means the Customer’s (or its’ Affiliate’s) registered and unregistered names, trademarks and other branding.

   “Customer System” means the information technology systems used by (or on behalf of) the Customer, which may be hardware, firmware, software and/or hosted services (excluding the FAAR Solution).

   “Customisations” means any customisations or modifications to the FAAR Solution that are carried out by (or on behalf of) Collect Solutions from time to time, including any set out in the Subscription Details.

   “Debt” means a debt owed to the Customer by its Debtor.

   “Debtor” means any person that owes the Customer money.

   “Deliverables” means any tangible or intangible items supplied by Collect Solutions as part of the Professional Services (including Customisations).

   “Derived Data” means any data that is specifically derived from the processing of the Customer Inputs.

   “Documentation” means any documentation related to the FAAR Solution, including the user instructions.

   “Effective Date” means the “Effective Date” as stated in the Subscription Details (or, if not set out there, the date of the Subscription).

   “Entity” has the meaning provided above.

   “FAAR Services” means the services provided via the FAAR Solution.

   “FAAR Solution” means the financial architecture for accounts receivable solution made available by Collect Solutions to the Customer under this Agreement on a hosted and as-a-service basis that supports the Customer’s accounts receivables governance, pre-invoice validation and process optimisation, including:

   1. the FAAR Services;
   2. all Customisations; and
   3. all Updates.

   “Fair Usage Policy” means the Collect Solutions Fair Usage Policy set out at Annex 1 (as may be updated by Collect Solutions from time to time).

   “Fees” means the fees payable in accordance with clause 11 (as may be updated by Collect Solutions in accordance with these Terms of Service from time to time).

   “Free Period” as defined in clause 11.12.

   “Initial Subscription Term” means the initial period of the Customer’s Subscription which is stated in the Subscription Details (or, if not set out there, 12 months).

   “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, trade dress or trade names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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.

   “KYC Verification” means Collect Solutions’ “Know Your Client” verification requirements (as may be updated by Collect Solutions from time to time).

   “Model” means an artificial intelligence model or product that is developed, owned and/or used by Collect Solutions, including in relation to the FAAR Solution.

   “month” means a calendar month.

   “Normal Business Hours” means 9am to 6pm UK local time, each Business Day.

   “Open Source Software” means any software programs which are licensed under any form of open-source licence meeting the Open Source Initiative's open source definition from time to time.

   “Order Form” has the meaning provided above.

   “Output” means the predictions, content, recommendations, decisions, scores, patterns, images, communications, text, reports, materials and other outputs specifically generated by (or on behalf of) the Customer using the FAAR Solution (including all Derived Data within the Output).

   “parties” means Collect Solutions and the Customer, each a “party”.

   “Percentage(s)” means the percentage(s) that are applied to the Turnover to calculate the Subscription Fees as set out in clause 11 and/or the Subscription Details.

   “Permitted Use” as defined above.

   “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

   “Preferential Rate Period” as defined in clause 11.13.

   “Privacy Policy” means the Collect Solutions Privacy Policy (as updated by Collect Solutions from time to time).

   “Product” means goods, services, software, digital content, hosted services, subscriptions and other tangible or intangible items or assets.

   “Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.

   “Professional Fees” means the professional fees set out in the Subscription Details or, if not set out there, calculated in accordance with Collect Solutions’ standard rates applicable at the time the Professional Services are performed.

   “Professional Services” means the professional or consultancy services supplied by Collect Solutions under this Agreement as set out in the Subscription Details or otherwise agreed by the parties in writing, including for Customisations.

   “Reference Year” means any 12-month period ending on the Effective Date or on an anniversary of the Effective Date.

   “Renewal Subscription Term” has the meaning provided at clause 18.1.2.

   “Representatives” has the meaning provided at clause 14.3.

   “Sale” means sale, rental, licence, performance and other methods of supply.

   “Services” means the Support Services and the Professional Services.

   “Service Levels” means the service levels set out at Annex 3 (as may be updated by Collect Solutions from time to time).

   “Software” means the software for the FAAR Solution.

   “Subscription” as defined above, the details of which are set out in the Subscription Details and “Subscribes” is interpreted accordingly.

   “Subscription Details” means the details applicable to the Customer’s Subscription as set out and completed during Collect Solutions’ online sign-up process for the FAAR Solution or as set out in the Order Form.

   “Subscription Fees” means the subscription fees calculated under clause 11.

   “Support Services” means the support services supplied by Collect Solutions for the FAAR Solution.

   “Terms of Service” means these terms of service including the annexes (as may be updated by Collect Solutions in accordance with their terms from time to time).

   “Territory” means the United Kingdom of England, Scotland, Wales and Northern Ireland.

   “Turnover” means the total of all payments earned and/or received by the Customer for the Sale of Products by the Customer in a Reference Year.

   “Updates” means any updates or upgrades to the FAAR Solution released by (or on behalf of) Collect Solutions or its’ licensors from time to time.

   “Virus” means 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.

   “Vulnerability” means a weakness in the computational logic (for example, code) found in software and/or hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.

   “Workflows” means the workflows, validation logic and user journeys within the FAAR Solution.

2. The headings in this Agreement shall not affect its interpretation.
3. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that legislation or legislative provision.
4. References to clauses and annexes are to the clauses and annexes of these Terms of Service.
5. References to a “person” means a legal or natural person, including companies and other corporate bodies.

6. The following order of precedence shall prevail in the event of any conflicts with the item higher in the list taking priority over the item lower in the list:

   1. the Subscription Details;
   2. these Terms of Service; and
   3. the Annexes to these Terms of Service.
7. Unless the context dictates otherwise, “include”, “includes” or like words and expressions shall be interpreted as being illustrative and the language following them shall not be deemed to be an exhaustive list.

2. Licence

1. Subject to payment of the Fees and subject to clauses 2.2 and 2.3, Collect Solutions grants the Customer a non-exclusive, non-transferrable licence to permit the Authorised Users to use the FAAR Solution and the Documentation in the Territory during the term of this Agreement.

2. The licence granted in clause 2.1:

   1. is not sublicensable except to the Customer’s Affiliates under clause 2.13; and
   2. is limited to use of the FAAR Solution and Documentation for the Permitted Use and within the scope of the Customer’s Subscription.
3. Without prejudice to its other rights and remedies, Collect Solutions reserves the right to refuse to supply the FAAR Solution, the Services and Documentation and/or to terminate this Agreement on written notice to the Customer if the Customer’s receipt or use of the FAAR Solution breaches any applicable laws.

4. The Customer undertakes that:

   1. each Authorised User shall keep a secure password for their use of the FAAR Solution, and that they shall keep their account login and password confidential. If the Customer or Authorised User becomes aware that their account login or password is known to any third parties or has been compromised, the Customer shall, or shall ensure the Authorised User shall, notify Collect Solutions without delay so it can be deactivated; and
   2. the Customer shall permit Collect Solutions and/or its’ designated auditor to audit the Customer’s use of the FAAR Solution in order to establish its’ compliance with this Agreement and the Customer shall co-operate with Collect Solutions and/or its’ designated auditor in respect of such audits.
5. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the FAAR Solution that is unlawful, infringing or offensive.

6. The Customer shall not:

   1. except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

      1. copy, modify, develop, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the FAAR Solution, Software, Models, Workflows and/or Documentation (as applicable) in any form or media or by any means;
      2. de-compile, reverse compile, disassemble, scan, reverse engineer or otherwise reduce to human-perceivable form all or any part of the FAAR Solution, Software, Models or Workflows or discover any source code or underlying ideas or algorithms of the FAAR Solution, Software, Models or Workflows; or
      3. perform penetration tests on the FAAR Solution without Collect Solutions’ written consent;
   2. except as expressly permitted by this Agreement, use the FAAR Solution and/or Documentation to provide services to third parties;
   3. use the FAAR Solution or the Outputs to deceive, defraud or mislead anyone or for any unauthorised or unlawful purposes;
   4. enter any Customer Inputs into the FAAR Solution which are, or which Collect Solutions reasonably determines to be, unlawful or inappropriate or use the FAAR Solution to create any Outputs which are, or which Collect Solutions reasonably determines to be, unlawful or inappropriate;
   5. process any fraudulent or unlawful transactions using the FAAR Solution;
   6. except as expressly permitted by this Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the FAAR Solution and/or Documentation available to any third party;
   7. except as expressly permitted by this Agreement, obtain, or assist third parties in obtaining, access to the FAAR Solution and/or Documentation;
   8. circumvent or otherwise interfere with the authentication or security measures of the FAAR Solution or remove, obscure or alter any copyright notice, trade marks, logos or trade names or any other notices or identifications that appear on the FAAR Solution or Documentation;
   9. interfere with or disrupt the integrity or performance of the FAAR Solution or include any part of the FAAR Solution in any other service or item;
   10. list or otherwise display or copy any code for the FAAR Solution;
   11. allow the transfer, transmission, export or re-export of the FAAR Solution or Documentation;
   12. introduce, or permit the introduction of, any Virus or Vulnerability into the FAAR Solution or Collect Solutions’ (or its supplier’s) network and information systems; or
   13. use automated tools including bots and AI agents to access, use, operate or prompt the FAAR Solution without Collect Solutions’ written permission.
7. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the FAAR Solution and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify Collect Solutions.

8. The Customer shall comply with:

   1. the Collect Solutions Fair Usage Policy set out in Annex 1, which applies to the Customer’s use of the FAAR Solution;
   2. the Collect Solutions Acceptable Use Policy set out in Annex 2; and
   3. the licence terms applicable to any third party or open-source software used in the FAAR Solution where the Customer has been informed of such licence terms by Collect Solutions.
9. The Customer shall be solely responsible for all activity conducted via each Authorised User’s account for the FAAR Solution.
10. Collect Solutions may deactivate the Customer’s account login and password where Collect Solutions deems it reasonably necessary, including for breaches of this Agreement.
11. The restrictions in this clause 2 apply to each part of the FAAR Solution and to the FAAR Solution as a whole.
12. Subject to clause 2.13, the rights provided under this clause 2 are granted to the Customer only and shall not be assigned, transferred, novated or sublicensed to any other person, including the Customer’s Affiliates, without Collect Solutions’ written consent.

13. If Collect Solutions authorises the use of the FAAR Solution and/or Documentation by, or for the benefit of, the Customer’s Affiliate(s) as set out in the Subscription Details or otherwise in writing, then:

    1. the FAAR Solution and Documentation may be accessed and used by, or for the benefit of, the Affiliate(s) under a sublicence granted to them by the Customer, subject to the terms of the Agreement; and
    2. without prejudice to the Customer’s own obligations under this Agreement, the Customer shall also ensure the Affiliate(s) comply with the Customer’s obligations in this Agreement and the Customer shall be responsible for the acts and omission of the Affiliate(s),

    and this Agreement shall be interpreted accordingly.

14. The Customer shall not access or use the FAAR Solution, Documentation, Outputs or Deliverables outside the Territory or to pursue any Debts outside the Territory.
15. If the Customer accesses and/or uses the FAAR Solution and/or Documentation outside the rights granted to the Customer in this Agreement, then without prejudice to Collect Solutions’ other rights and remedies, Collect Solution may charge the Customer, and the Customer shall promptly pay Collect Solutions, for such additional use at Collect Solutions’ prevailing rates.
16. The Customer acknowledges that clauses 2.5, 2.6.1 and 2.6.6 – 2.6.13 (inclusive) also apply to the FAAR Solution’s hosted environment in the same way they apply to the FAAR Solution.

3. Authorised Users

1. The Customer is entitled to authorise individuals to be Authorised Users and the Customer undertakes that each Authorised User shall, and the Customer shall procure that each Authorised User shall, comply with clauses 2.2.2 and 2.4 to 2.8 (inclusive).
2. If Collect Solutions reasonably believes that any person has been provided access to the FAAR Solution who is not permitted as an Authorised User, then without prejudice to Collect Solutions’ other rights and remedies, Collect Solutions shall be entitled to disable the relevant user account.
3. The Customer acknowledges and agrees that, as part of the Subscription, some types of Authorised Users may have different rights and privileges, and be subject to different restrictions, to those which apply to other types of Authorised Users. It is the Customer’s responsibility to determine which Authorised User is provided with which rights and privileges from those made available by Collect Solutions.
4. The Customer shall be responsible for the acts and omissions of the Authorised Users as if they are the Customer’s own.
5. The Customer shall not allow any competitor of Collect Solutions to have direct or indirect access to the FAAR Solution, Documentation, Outputs or Deliverables.

4. FAAR Solution and Services

1. Collect Solutions shall make the FAAR Solution, the Services and the Documentation available to the Customer on and subject to the terms of this Agreement.

2. Collect Solutions shall:

   1. make the FAAR Solution and the Documentation available to the Customer from the Effective Date until the termination of this Agreement; and
   2. supply the other Services to the Customer at the frequency set out in this Agreement or as otherwise agreed with the Customer in writing.
3. Collect Solutions shall use commercially reasonable endeavours to provide the FAAR Solution in line with the Service Levels.

4. Collect Solutions will, as part of the Services:

   1. provide the Customer during Normal Business Hours with Collect Solutions’ standard level of customer support services. However, if the Customer is entitled to Collect Solutions’ enhanced level of customer support services as part of its’ Subscription, then Collect Solutions shall provide the Customer with such enhanced level of customer support services; and
   2. implement Updates as Collect Solutions makes them generally commercially available from time to time.
5. The Customer acknowledges and agrees that its’ access and use of the FAAR Solution is limited to the features and benefits applicable to its Subscription, and that the Customer has no right to access or use the FAAR Solution beyond its’ Subscription. If the Customer accesses or uses the FAAR Solution in such a way that exceeds the features and benefits applicable to its Subscription, then without prejudice to Collect Solutions’ other rights and remedies, Collect Solutions may charge the Customer for such additional use at Collect Solutions’ then prevailing rates.

5. Data protection

1. Collect Solutions processes Personal Data as Controller in accordance with the Privacy Policy.
2. Collect Solutions processes Personal Data as Processor in accordance with the Data Processing Agreement set out in Annex 4.

6. Artificial Intelligence

1. The Customer acknowledges and agrees that:

   1. AI Systems consist of emerging technologies and, given the nature of such technologies, there is naturally some risk in relation to use of the AI Features and Outputs, including the risk of hallucinations and inaccuracies;
   2. use of the AI Features is not a replacement for human judgment, and the AI Features may not interpret the relevant Customer Inputs as a human would;
   3. the Outputs are dependent on the Customer Inputs which are the Customer’s sole responsibility; and
   4. Collect Solutions’ ability to make available AI Features may be affected by changes in applicable laws or regulations and by changes to the functionality and availability of AI applications, models and data provided by third parties, and as a result of such changes, Collect Solutions may need to modify or discontinue the delivery of AI Features from time to time.

2. The Customer shall:

   1. comply with all AI-related laws and regulations that are applicable to its use of the AI Features and/or Outputs;
   2. as the FAAR Solution is designed as a decision-support system, not rely on the AI Features or Outputs to make any decision without appropriate human involvement and shall be responsible for any and all decisions that are made by it or the FAAR Solution in connection with its use of the AI Features and Outputs. The Customer is solely responsible for any reliance on, and action taken as a result of, the AI Features and Outputs; and
   3. implement and maintain appropriate audit and governance frameworks in relation to its use of the AI Features and Outputs.

3. The Customer shall not:

   1. circumvent, disable or bypass any guardrails or safeguards included as part of the AI Features;
   2. make any efforts to reconstruct or infer training data used in any AI System that underlies the AI Features;
   3. use the Outputs for any purpose outside the scope of what is permitted under this Agreement, including creating, improving or training AI Systems; or
   4. knowingly mislead or deceive any person by using the AI Features.

7. Collect Solutions’ obligations

1. Collect Solutions:

   1. shall ensure that the FAAR Solution will conform to its Documentation in all material respects;
   2. does not warrant that the Customer’s use of the FAAR Solution will be uninterrupted or error-free; and
   3. 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 FAAR Solution may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
2. Whilst Collect Solutions implements appropriate measures for an organisation of its size and resources to minimise the risk of the FAAR Solution containing Vulnerabilities and Viruses, Collect Solutions cannot guarantee the same, and the Customer acknowledges its’ responsibility to protect its’ hardware, software and network (which includes implementing appropriate firewalls and anti-virus software).
3. It is the Customer’s responsibility to maintain backups of its’ Customer Inputs and Outputs. In the event of any damage to the Customer Inputs and/or Outputs, or the destruction of the Customer Inputs and/or Outputs, it is the Customer’s responsibility to restore them from the latest back-up maintained by the Customer in accordance with its’ archiving procedure. Whilst Collect Solutions may agree to use commercially reasonable endeavours to restore the Customer Inputs and/or Outputs from its’ latest back-ups maintained in accordance with its then current backup and archiving policy at the Customer’s reasonable expense, Collect Solutions shall have no responsibility for any damage to the Customer Inputs and/or Outputs and/or for the destruction of the Customer Inputs and/or Outputs.
4. Collect Solutions reserves the right to make changes to these Terms of Service that do not have a material adverse impact on the Customer at any time by posting the updated version on the Collect Solutions’ website, or making them otherwise available to the Customer, at which point they shall be automatically binding on the Customer. Collect Solutions also reserves the right to make other changes to these Terms of Service at any time by giving the Customer at least 60 days’ written notice. If the Customer does not want to accept the updated Terms of Service that are notified to it, the Customer can terminate this Agreement by giving Collect Solutions at least 7 days’ written notice provided such notice expires at the end of Collect Solutions’ 60 day notice period, otherwise the Customer is deemed to have accepted the updated Terms of Service and they are binding on the Customer from the expiry of Collect Solutions’ notice.
5. Collect Solutions is always looking to improve the FAAR Solution which means it is subject to change from time to time. Collect Solutions shall ensure that changes do not materially adversely affect the FAAR Solution.

8. Customer obligations

1. The Customer shall:

   1. provide Collect Solutions with:

      1. all necessary co-operation in relation to this Agreement;
      2. all necessary access to the Customer Systems so Collect Solutions can connect them to, and configure them to operate with, the FAAR Solution; and
      3. all data and information reasonably required by Collect Solutions to perform this Agreement, including the data and information set out in the Subscription Details;
   2. without affecting the Customer’s other obligations under this Agreement, comply with all applicable laws, including export, trade control and sanctions laws, relevant to its’ use of the FAAR Solution and/or the Services, and not cause Collect Solutions or its licensors to breach such laws;
   3. carry out the Customer’s responsibilities under this Agreement in a timely and efficient manner. In the event of any delays caused by the Customer or its third-party supplier, Collect Solutions may adjust any agreed timetable or delivery schedule as reasonably necessary and the Customer shall reimburse Collect Solutions for all reasonable costs, expenses and losses incurred by Collect Solutions as a result of the delay;
   4. ensure that the Customer’s network and systems comply with the relevant specifications provided by Collect Solutions’ from time to time; and
   5. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing the Customer’s network connections and telecommunications links from its’ systems to the FAAR Solution, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s systems, network connections or telecommunications links or caused by the internet.
2. The Customer shall procure for Collect Solutions all rights needed for Collect Solutions to access, use, connect the FAAR Solution to, and integrate the FAAR Solution with, the Customer Systems so Collect Solutions can perform its obligations under this Agreement.
3. The Customer is responsible for all matters related to the management of its Debts via the FAAR Solution.

4. The Customer acknowledges that Collect Solutions and/or its licensors collect and use the Customer Inputs, Derived Data and Outputs, together with general metrics, analytics, information, data, metadata and statistics related to the Customer’s use of the FAAR Solution, to:

   1. provide the FAAR Solution and Services to the Customer during the term of this Agreement;
   2. analyse, maintain, train and improve the FAAR Solution and the Models on a perpetual basis; and/or
   3. create anonymous aggregated data on a perpetual basis; and/or
   4. comply with applicable law and the request of any competent authority.
5. Where there is a restriction applicable to any Customer Inputs that prevents Collect Solutions using the Customer Inputs for the purposes set out in clause 8.4, such as restrictions in third party terms and conditions applicable to the Customer Inputs, then without prejudice to clause 16.1.1, the parties shall work together in good faith to identify and implement a solution that allows Collect Solutions to use the Customer Inputs for such purposes.
6. The Customer acknowledges that Collect Solutions and its licensors may disclose Customer Inputs, Derived Data and Outputs to comply with applicable law and the request of any competent authority.
7. The Customer shall not use the FAAR Solution for any purpose except the Permitted Use and within the scope of its Subscription.

9. KYC requirements

1. The Customer shall:

   1. complete Collect Solutions’ KYC Verification before accessing or using the FAAR Solution; and
   2. immediately update the information it has provided to Collect Solutions as part of its KYC Verification if there are any changes to such information.
2. The Customer warrants and represents that the information it provides to Collect Solutions as part of its KYC Verification is at all times accurate, up to date and complete.
3. If the Customer does not comply with this clause 9, then without prejudice to Collect Solutions’ other rights and remedies, Collect Solutions may suspend the Customer’s access and use of the FAAR Solution and the Services.

10. Payment solution

1. Where the Customer’s Subscription includes the supply of a payment solution so that Debtors can settle their Debts with the Customer (“Payment Solution”), the Payment Solution shall be included as part of the FAAR Solution and Collect Solutions and/or its payment intermediary shall process the payments received from the Debtors for the Customer.
2. Where Collect Solutions supplies the Payment Solution, the Customer acknowledges and agrees that Collect Solutions shall not be responsible for any delays, interruptions or other issues caused by the banking system in processing payments.
3. Where the Customer’s Subscription does not include the supply of a Payment Solution, the Customer shall procure, implement and maintain a suitable payment solution in accordance with Collect Solutions’ recommendations so that Debtors can settle their Debts with the Customer, and the Customer is responsible for all costs, defects, errors, interruptions, delays and other matters related to the Payment Solution.

11. Charges and payment

1. The Customer shall pay the Fees to Collect Solutions in accordance with this Agreement.

Subscription Fees – General Provisions

2. Except as set out otherwise in this clause 11 or otherwise agreed by the parties in writing, the Subscription Fees shall be calculated on the following rates:

   Customer Turnover Bandings	Subscription Fees – Percentage of Turnover
   £0 to £5M	1.25%
   £5,000,001 - £10M	0.75%
   £10,000,001 - £50M	0.50%
   £50M+	0.25%

   The bands are applied marginally so for example if the Customer has £12M of Turnover, it pays 1.25% on the first £5M, 0.75% on the next £5M and 0.50% on the remaining £2M.

3. The Subscription Fees for the first Contract Year shall be the Percentage(s) of the Customer’s Turnover for the Reference Year that ended on the Effective Date.
4. The Subscription Fees for each subsequent Contract Year shall be the Percentage(s) of the Customer’s Turnover for the Reference Year that ended on the start of that Contract Year.
5. Without prejudice to Collect Solutions’ right to receive the full amount of the Subscription Fees from the Customer, if Collect Solutions determines it has not received all the data it needs to calculate the Subscription Fees for a Contract Year by the start of the Contract Year, the Customer shall pay Collect Solutions the amount of the Subscription Fees set out in the Subscription Details or reasonably requested by Collect Solutions (for the first Contract Year) or the amount of the Subscription Fees for the previous Contract Year (for all subsequent Contract Years).

6. Once Collect Solutions has calculated the actual Subscription Fees for the Contract Year, either:

   1. the Customer shall pay Collect Solutions any shortfall between the Subscription Fees paid under clause 11.5 and the actual Subscription Fees due; or
   2. Collect Solutions shall either deduct from its future invoices to the Customer, or refund the Customer, the overpayment between the Subscription Fees paid under clause 11.5 and the actual Subscription Fees due.
7. Where the Customer’s Turnover is in a currency other than the currency set out in the Subscription Details (or, if not set out there, English pounds sterling), Collect Solutions may convert the currency into the currency set out in the Subscription Details (or, if not set out there, English pounds sterling) for the purposes of calculating the Subscription Fees by using HSBC’s (or another recognised international bank’s) spot rate applicable immediately before the close of business on the previous Business Day.
8. If on the termination of this Agreement the Turnover earned and/or received by the Customer in the final Contract Year to the date of termination is more than in the previous Reference Year (with the balance being the “Surplus”), the Customer shall also pay Collect Solutions the Percentage(s) on the Surplus in accordance with clause 11.20.
9. If Collect Solutions authorises the use of the FAAR Solution and/or Documentation by, or for the benefit of, the Customer’s Affiliate(s) as set out in the Subscription Details or otherwise in writing, then the Subscription Fees shall be calculated on the basis of the Customer’s and its Affiliate(s) combined Turnover.
10. The Customer shall without delay provide Collect Solutions with all the information it requests to calculate the Fees, including for the purposes of calculating and verifying the Customer’s Turnover. The Customer warrants and represents that all the information it provides to Collect Solutions is accurate and complete.
11. Collect Solutions shall have the right to audit the Customer to verify the amount of the Fees due to Collect Solutions, including the calculation of the Customer’s Turnover. Collect Solutions shall give the Customer at least 5 (five) Business Days written notice of the audit (except in cases where Collect Solutions suspects fraud or dishonesty in which case no notice shall be required). The Customer shall co-operate with Collect Solutions on the audit and shall provide Collect Solutions with access to the premises, personnel, systems, information and data reasonably required by Collect Solutions to verify the amount of the Fees due to Collect Solutions, including the calculation of the Customer’s Turnover.

Subscription Fees – Free and Preferential Rate Periods

12. If the parties agree in writing via the Subscription Details or otherwise that the Customer is entitled to use the FAAR Solution for free for a period of time (“Free Period”), then the Customer shall not be required to pay Collect Solutions the Subscription Fees for the Free Period.
13. If the parties agree in writing via the Subscription Details or otherwise that the Customer is entitled to use the FAAR Solution for a preferential rate for a period of time (“Preferential Rate Period”), then the Customer shall pay Collect Solutions the Subscription Fees at the preferential rate for the Preferential Rate Period.
14. Collect Solutions may adjust the amount and/or timing of its invoices for the Subscription Fees as it deems reasonably appropriate to take account of any Free Period and/or Preferential Rate Period.
15. Once any Free Period and/or Preferential Rate Period expires the Subscription Fees shall be calculated on the rates in clause 11.2.

Subscription Fees – Advance Payment Discounts

16. The Customer shall be entitled to a discount of 5% (five percent) on the Subscription Fees for paying them quarterly in advance or to a discount of 10% (ten percent) on the Subscription Fees for paying them annually in advance.

Subscription Fees – Minimum Fees

17. The Subscription Fees for each Contract Year shall always be more than the minimum Subscription Fees set out in the Subscription Details (if any) (“Minimum Subscription Fees”). If the Subscription Fees for a Contract Year are less than the Minimum Subscription Fees, the Customer shall pay Collect Solutions the Minimum Subscription Fees for that Contract Year.

General Terms

18. The Customer shall pay Collect Solutions the Professional Fees for any Professional Services provided by Collect Solutions. The amount of any Professional Fees shall be agreed by the parties in writing otherwise they shall be calculated on a time and materials basis using Collect Solutions’ then current hourly and/or daily rates.

19. Collect Solutions shall invoice the Customer for:

    1. the Subscription Fees for the Contract Year either in equal monthly or quarterly instalments in advance or annually in advance as set out in the Subscription Details (or, if not set out there, in equal monthly instalments in advance);
    2. any balance of the Subscription Fees due under clause 11.6.1 once it has been calculated by Collect Solutions; and
    3. the Professional Fees monthly in arrears.
20. The Customer shall pay Collect Solutions’ invoices within 30 days of the date of the invoice. All payments shall be made to Collect Solutions’ nominated account.

21. If Collect Solutions has not received payment on time and more than 14 days have passed since Collect Solutions gave the Customer written notice of the non-payment, then without prejudice to any other rights and remedies of Collect Solutions:

    1. Collect Solutions may, without liability to the Customer, disable its’ (and its’ Authorised Users’) access to all or part of the FAAR Solution while the invoice(s) concerned remain unpaid; and
    2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% (eight percent) over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

22. All amounts stated or referred to in this Agreement:

    1. shall be payable in English pounds sterling (unless agreed otherwise by Collect Solutions in writing);
    2. are, unless expressly stated otherwise in this Agreement, non-refundable; and
    3. are exclusive of sales and value added tax, which shall be added to the amounts at the appropriate rate.
23. If the Customer upgrades its Subscription at any time, Collect Solutions will adjust the Fees with effect from the date of the upgrade.
24. If Collect Solutions suspends the Customer’s access and use of the FAAR Solution and the Services in the circumstances permitted by this Agreement, the Customer shall remain liable to pay Collect Solution the Fees in full irrespective of such suspension.
25. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by applicable law or regulation). Where the Customer is required to make any deduction or withholding of tax as required by applicable law or regulation, the Fees shall be adjusted so that Collect Solutions receives the full amount of the Fees from the Customer.
26. Collect Solutions reserves the right to adjust the Percentage(s) and/or Fees to take account of increased costs or inflationary pressures on Collect Solutions provided that Collect Solutions gives the Customer at least 4 months’ written notice of the adjustment prior to the start of a Renewal Subscription Term.
27. Where multiple discounts apply to the Customer at the same time, Collect Solutions reserves the right to apply just one of the applicable discounts.

12. Branding and White Labelling

1. Unless the parties agree otherwise in writing, Collect Solutions has the right to have the term “powered by collects.cash” or “powered by collects.io” (or such other phrase as Collect Solutions reasonably requires from time to time) and the Collect Solutions’ logo applied to each Customer invoice processed via the FAAR Solution.
2. To the extent the FAAR Solution is white labelled under the Customer’s name and/or branding, the Customer grants Collect Solutions a royalty-free, non-exclusive, non-transferrable licence, together with the right to grant sublicenses, to use the Customer Marks during the term of this Agreement for the purposes of applying the Customer’s name and/or branding to the FAAR Solution.
3. Collect Solutions shall comply with the Customer’s reasonable brand guidelines applicable to use of the Customer Marks provided such brand guidelines have been disclosed to Collect Solutions prior to entering into this Agreement.
4. The Customer agrees to participate in a case study and provide testimonials as reasonably requested by Collect Solutions to support Collect Solutions’ marketing and promotion of the FAAR Solution.

13. Proprietary rights

1. The Customer acknowledges and agrees that Collect Solutions and/or its licensors own all Intellectual Property Rights in the FAAR Solution, the Models, the Software, the Workflows, the Services, the Documentation, the Outputs, the Derived Data, the Aggregate Data and the Deliverables. Except as expressly stated otherwise in this Agreement, the Customer shall not have any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the FAAR Solution, the Models, the Software, the Workflows, the Services, the Documentation, the Outputs, the Derived Data, the Aggregate Data and/or the Deliverables. For the avoidance of doubt, any use, transfer or exploitation by the Customer of such rights other than as expressly permitted by this Agreement is prohibited.
2. The Customer also acknowledges and agrees that all Intellectual Property Rights in all feedback on the FAAR Solution provided by the Customer to Collect Solutions (“Feedback”) shall belong to Collect Solutions.

3. To the extent any Intellectual Property Rights in the Feedback or the Outputs vest in the Customer:

   1. the Customer assigns to Collect Solutions all the Customer’s right, title and interest in and to any Intellectual Property Rights in the Feedback and/or the Outputs with the intention that they shall vest in Collect Solutions upon coming into existence (including, in respect of copyright, by way of present assignment of future copyright); and
   2. the Customer waives, or shall procure the waiver of, any and all moral rights which the Customer or any third party may have anywhere in the world in the Feedback and/or the Outputs.

4. Collect Solutions grants the Customer a non-exclusive, non-transferable, licence to:

   1. use the Outputs and the non-software Deliverables in the Territory on a perpetual basis solely for the Customer’s own internal business purposes; and
   2. use the other Deliverables in the Territory for the term of this Agreement solely as part of the Customer’s use of the FAAR Solution for the Customer’s own internal business purposes.
5. The licence in clause 13.4 is non-sublicensable by the Customer except clause 13.4.1 is sub-licensable to the Customer’s Affiliates for the Customer’s or its Affiliate’s own internal business purposes.

6. The Customer and/or its licensors own all Intellectual Property Rights in:

   1. the Customer Inputs, including any Customer Inputs that are incorporated into:

      1. the Outputs;
      2. the Derived Data; and/or
      3. the Deliverables; and
   2. the Customer Systems,

   and nothing in this Agreement shall assign them to Collect Solutions.

7. The Customer grants Collect Solutions a royalty-free, non-exclusive licence, together with the right to grant sublicences:

   1. to access, use, connect the FAAR Solution to, and integrate the FAAR Solution with, the Customer Systems so Collect Solutions can perform its obligations under this Agreement; and
   2. to use the Customer Inputs for the purposes in clause 8.4 (with the licences granted for the purposes of clause 8.4.2 and 8.4.3 being perpetual and irrevocable).
8. The Customer consents to Collect Solutions accessing and using Customer Inputs for the purposes of, and as permitted by, this Agreement.
9. Where Collect Solutions agrees to carry out Customisations, the Intellectual Property Rights in the Customisations shall belong to Collect Solutions and/or its licensors, and are licensed to the Customer as part of the FAAR Solution under this Agreement.
10. The Customer shall not include any third party’s Intellectual Property Rights in any Customer Input without the third party’s permission.
11. The Customer acknowledges it has no rights in or to the Software, Models or Workflows for, or other components of, the FAAR Solution and that nothing in this Agreement grants the Customer any rights therein.

14. Confidentiality

1. Each party may be given access to Confidential Information from the other party. A party’s Confidential Information shall not be deemed to include information that:

   1. is or becomes publicly known other than through any act or omission of the receiving party;
   2. was in the receiving party’s lawful possession before the disclosure;
   3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
   4. is independently developed by the receiving party, which independent development can be shown by written evidence.
2. Except as expressly set out otherwise in these Terms of Service, each party shall hold the other party’s Confidential Information in confidence and not make the other party’s Confidential Information available to any third party or use the other party’s Confidential Information for any purpose other than for the purposes of, or as permitted by, this Agreement.
3. Collect Solutions may disclose the Customer’s Confidential Information to its officers, employees, contractors (including suppliers and sub-contractors) or agents for the purposes of, or as permitted by, this Agreement (“Representatives”). Collect Solutions shall ensure its Representatives comply with this clause 14.
4. The Customer may disclose the Documentation and non-software Deliverables to its (and its Affiliates’) Representatives for the purposes of, or as permitted by, this Agreement. The Customer shall ensure its Representatives comply with this clause 14.

5. Each party may disclose the other party’s Confidential Information:

   1. to the extent it 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 reasonably possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.5.1, it takes into account the reasonable requests of the other party in relation to the content of such disclosure; or
   2. to its professional advisers and the courts in respect of legal proceedings or anticipated legal proceedings, and each party shall ensure its professional advisers comply with this clause 14.
6. The Customer acknowledges that the Software, the Models, the Workflows, the Documentation, the Deliverables and the results of any performance tests on the FAAR Solution, are part of Collect Solutions’ Confidential Information.
7. Collect Solutions acknowledges that the Customer Inputs, the Derived Data and the Outputs are part of the Customer’s Confidential Information.
8. The Customer shall not include any third party’s confidential information in any Customer Input in breach of any confidentiality obligations or undertakings owed to the third party.
9. Collect Solutions may use the Customer’s business name and logo(s) on Collect Solutions’ website and marketing materials to highlight that Collect Solutions and the Customer are working together, including in respect of a case study and/or testimonial prepared under clause 12.4. Except as set out in clause 12.4 and this clause 14.9, no party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party, except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

15. Non-compete

1. The Customer shall not during the term of this Agreement or for a period of five years following the Effective Date (whichever is shorter), be involved directly or indirectly in the creation or supply of any products, solutions or services that compete with the FAAR Solution and/or the Services.
2. The Customer shall not at any time access, view or use the FAAR Solution, Workflows, Documentation, Outputs or Deliverables in order to build a product, solution or service which competes with the FAAR Solution and/or the Services.

16. Indemnity

1. The Customer shall indemnify Collect Solutions against all claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal fees) arising out of or in connection with any allegation or claim by any third party that:

   1. Collect Solutions’ use of any Customer Input or Customer Marks for the purposes of, or as permitted by, this Agreement infringes the rights of any third party; and/or
   2. Collect Solutions’ access or use of the Customer Systems for the purposes of this Agreement, including connecting the FAAR Solution to, or integrating the FAAR Solution with, the Customer Systems, infringes the rights of any third party.

2. Collect Solutions shall:

   1. give the Customer prompt notice of any allegation or claim under clause 16.1 of which it is aware;
   2. provide reasonable co-operation to the Customer in the defence and settlement of such allegation or claim, at the Customer’s expense; and
   3. give the Customer sole authority to defend or settle the allegation or claim, provided Collect Solutions is satisfied that the Customer does so promptly and using appropriately qualified and experienced legal advisors.

3. Collect Solutions shall indemnify the Customer for any costs, reasonable legal fees and damages awarded against the Customer pursuant to a non-appealable judgment by a court of competent jurisdiction in, or in settlement of, any claim that the Customer’s use of the FAAR Solution or the Documentation in accordance with this Agreement infringes any third-party United Kingdom patent, copyright or trade mark, provided that:

   1. Collect Solutions is given prompt written notice (in no event to exceed three (3) days from when the Customer became aware) of any such claim;
   2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Collect Solutions in the defence and settlement of such claim, at Collect Solutions’ reasonable expense, including providing Collect Solutions with all the information and documentation relevant to the claim; and
   3. Collect Solutions is given sole authority to defend or settle the claim.
4. In the defence or settlement of any claim, Collect Solutions may procure the right for the Customer to continue using the FAAR Solution and/or Documentation, replace or modify the FAAR Solution and/or Documentation so that it becomes non-infringing or, if such remedies are not, in Collect Solutions’ reasonable opinion commercially viable, terminate this Agreement on written notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs.

5. In no event shall Collect Solutions be liable to the Customer to the extent that the alleged infringement is based on:

   1. a modification of the FAAR Solution and/or Documentation by anyone other than Collect Solutions or its’ third-party suppliers;
   2. the Customer’s use of the FAAR Solution and/or Documentation in a manner contrary to the instructions given to the Customer by or on behalf of Collect Solutions;
   3. the Customer’s use of any non-Collect Solutions products, software, services or data; or
   4. the Customer’s use of the FAAR Solution and/or Documentation after the Customer receives notice of the alleged or actual infringement.
6. Without prejudice to Collect Solutions’ other rights and remedies, Collect Solutions reserves the right to remove or disable access to any material which Collect Solutions believes infringes any third-party rights.
7. The foregoing and clause 17.7.2 state the Customer’s sole and exclusive rights and remedies, and Collect Solutions’ entire obligations and liability, for infringement of any patent, copyright or trademark.

17. Limitation of liability

1. The Customer is responsible for the selection of the FAAR Solution to achieve the Customer’s intended results and acknowledges that the FAAR Solution and Documentation have not been developed or designed to meet or support any individual requirements the Customer may have, including any particular cybersecurity requirements the Customer might be subject to, or any regulated activity that the Customer may be engaged in (“Regulated Activity”). If the Customer uses the FAAR Solution for any Regulated Activity the Customer agrees to comply with any requirements that apply to such Regulated Activity from time to time.
2. The Customer acknowledges that all Open Source Software is provided or made available on an “as is” basis and the Customer’s access and use of the Open Source Software are at its sole risk.

3. Collect Solutions shall have no liability:

   1. for any loss or damage caused by errors or omissions in any information or instructions provided by the Customer in connection with the Customer’s use of the FAAR Solution or the Services, or any actions taken by Collect Solutions at the Customer’s direction;
   2. for any issues with the FAAR Solution to the extent they are caused by the Customer Systems, including by defects, lack of interoperability, interruptions or unavailability of the Customer Systems or for any other matters related to the Customer Systems or the acts or omissions of the suppliers of the Customer Systems;
   3. for any issues caused by the accuracy, completeness or quality of the Customer Inputs; or
   4. for matters that are expressly stated in these Terms of Service to be at the Customer’s risk.
4. 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.

5. Whilst Collect Solutions confirms the FAAR Solution is designed to improve cash velocity, debtor days and predictability:

   1. Collect Solutions is not responsible for checking or verifying that the amounts being pursued by the Customer, including on its invoices, are accurate and complete;
   2. Collect Solutions shall not be liable for the decisions the Customer makes as a result of using the FAAR Solution, the Services or the Outputs;
   3. Collect Solutions does not guarantee the payment of Debts, the reduction of debtor days or an increase the Customer’s profitability; and
   4. Collect Solutions does not provide any legal, tax or financial advice.

6. Nothing in this Agreement limits or excludes the liability of Collect Solutions:

   1. for death or personal injury caused by its negligence;
   2. for fraud or fraudulent misrepresentation; or
   3. for any other liability that cannot be lawfully limited or excluded.

7. Subject to clause 17.6:

   1. Collect Solutions shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, indemnity, misrepresentation, restitution or otherwise:

      1. for any loss of profits, loss of business, cost of procurement of substitute products or services, depletion of goodwill and/or similar losses or pure economic loss; or
      2. for any special, indirect or consequential loss, costs, damages, charges or expenses

      however arising under, or in connection with, this Agreement; and

   2. Collect Solutions’ total aggregate liability for all claims, whether in tort (including negligence or breach of statutory duty), contract, indemnity, misrepresentation, restitution or otherwise, however arising under, or in connection with, this Agreement, shall be limited to the amount of the Fees paid by the Customer to Collect Solutions during the 12 months preceding the date the incident giving rise to the claim first occurred.

8. Where Collect Solutions engages a third-party supplier of hosting services, the Model or other products, services and/or solutions in relation to the FAAR Solution (each a “TP Supplier”):

   1. the TP Supplier’s products, services and/or solutions are supplied or made available by Collect Solutions to the Customer on the same basis as they are supplied or made available by the TP Supplier to Collect Solutions (including service levels); and
   2. the extent of Collect Solutions’ liability for any issues related to the products, services and/or solutions supplied or made available by the TP Supplier shall be limited to the portion of the sums Collect Solutions actually receives from the TP Supplier as compensation for any such issues which Collect Solutions then allocates to the Customer.

18. Term and termination

1. This Agreement shall commence on the Effective Date and, unless and until terminated in accordance with its terms, it shall:

   1. continue for the Initial Subscription Term; and
   2. thereafter renew automatically on a rolling basis for additional periods equal to the duration of the preceding term (each a “Renewal Subscription Term”).

2. Where the Customer has the benefit of:

   1. a Free Period, the Customer may terminate this Agreement at any time during the Free Period by giving Collect Solutions written notice; or
   2. any other termination right specifically agreed by the parties in writing and set out in the Subscription Details, the Customer may terminate this Agreement by giving Collect Solutions the amount of written notice agreed by them in writing at the times agreed by them in writing.
3. Where the Customer has the benefit of a Free Period and/or Preferential Rate Period, Collect Solutions reserves the right to extend the duration of the Initial Subscription Term by the duration of the Free Period and/or Preferential Rate Period. However, this does not affect the duration of any Renewal Subscription Term, which shall be equal to the duration of the original Initial Subscription Term.
4. Either party may terminate this Agreement by providing the other party with at least 3 months’ written notice such notice to expire at the end of the Initial Subscription Term or a Renewal Subscription Term.

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:

   1. 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 fourteen (14) days after being notified in writing to make such payment;
   2. the other party commits a material breach 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;
   3. the other party is declared bankrupt or insolvent under applicable law;
   4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
   5. 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.

6. Collect Solutions may terminate this Agreement with immediate effect by giving written notice to the Customer:

   1. if Collect Solutions determines it is unable to supply the FAAR Solution and/or the Services in accordance with this Agreement due to the unavailability of any third-party service that is core to the supply of the FAAR Solution and/or the Services; or
   2. if there is a change of Control of the Customer.

7. On termination of this Agreement for any reason:

   1. Collect Solutions shall invoice the Customer for any sums owed to Collect Solutions that have not yet been invoiced, and the Customer shall pay all Collect Solutions’ outstanding invoices in accordance with clause 11.20;
   2. the Customer shall cease all use of the FAAR Solution and the Documentation;
   3. except for perpetual licences, all licences granted under this Agreement shall immediately terminate;
   4. except as licenced under perpetual licences, each party shall return and make no further use of any property, documentation and other items (and all copies of them) belonging to the other party;
   5. 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; and
   6. clauses which expressly or impliedly survive termination continue in force, including clauses 1, 11.11, 11.20, 11.21.2, 11.22, 13 (except clauses 13.4.2 and 13.7.1), 14, 15.2, 16, 17, 18.7, 18.8, 19 to 29 (inclusive) and Annex 4.
8. Collect Solutions shall not be liable to the Customer for the refund of any Fees paid in advance, except where this Agreement is terminated by Collect Solutions under clause 16.4, or by the Customer in accordance with clause 18.5.2. In such instance, the Customer shall become entitled to a refund of the unused Subscription Fees paid by the Customer to Collect Solutions in advance on a pro rata basis calculated by reference to the remaining time period between the date of termination and the end of the then current Initial Subscription Term or Renewal Subscription Term.
9. The Customer acknowledges that Collect Solutions may suspend access to the FAAR Solution and the Services where Collect Solutions reasonably believes its business or operations are at risk of harm, where the Customer has breached this Agreement or where Collect Solutions reasonably concludes that continued performance would cause it to breach applicable law.
10. Throughout the term of this Agreement and for 30 days after termination, the Customer may export its Customer Inputs and Outputs from the FAAR Solution at no cost via the self-service export functionality where made available within the FAAR Solution or by Collect Solutions providing the Customer with its standard data export assistance. Where Collect Solutions determines the Customer requires bulk historical exports, exports in non-standard formats or assistance outside the self-service export functionality or standard data export assistance, Collect Solutions will provide such enhanced data export assistance as Professional Services chargeable at Collect Solutions' then-current rates.

19. Force majeure

Collect Solutions 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, strikes, lock-outs or other industrial disputes (whether involving the workforce of Collect Solutions or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, endemic, 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 suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

20. Variation

Except as expressly set out in this Agreement, no variation to this Agreement shall be effective unless it is in writing and signed by the parties.

21. 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.

22. Severance

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.

23. Entire agreement

1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

24. Assignment

1. The Customer shall not, without the prior written consent of Collect Solutions, assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Customer’s rights or obligations under this Agreement.
2. Collect Solutions 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 and the Customer shall promptly enter into such agreements as Collect Solutions reasonably requires to give effect to any such assignment or transfer.

25. No partnership or agency

This Agreement is being entered into on a principal-to-principal basis. 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).

26. Third party rights

This Agreement does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

27. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

28. Notices

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

   1. delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office address or the applicable address for notices stated in the Subscription Details; or
   2. sent by email to the email address referred to in the Subscription Details.
2. A party may update its address for receipt of notices from time to time by notifying the other of the updated address in accordance with this clause 28.
3. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender) provided a delivery failure notification is not received by the sender.
4. This clause 28 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

29. Governing law and jurisdiction

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 law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, nothing in this Agreement shall limit the right of Collect Solutions to take proceedings against the Customer in any other court of competent jurisdiction.