Terms & conditions for enable.com - Enable

Contents

Website terms and conditions

Welcome to enable.com, the website operated by Enable International Ltd. (Enable). The following terms govern your use of our website.

Enable is registered in England under company number 03959037. Its registered office is at 10-12 The Courtyard, Timothy's Bridge Road, Stratford Enterprise Park, Stratford-Upon-Avon, England CV37 9NP. Our VAT Number is GB 748 0430 37.

Terms of use

By accessing, browsing and/or using our web site, you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations. If you do not agree to these terms please do not use our web site.

Our website may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this website may contain technical inaccuracies or typographical errors. Enable presents the materials on this website exclusively for viewing by clients, prospects and other visitors to get a better sense of our capabilities and services.

Enable does not want to receive confidential or proprietary information from you through our website due to this not being a secure method of data transfer. Any information that is sent to Enable through the website will be deemed not to be confidential. If you do send information to Enable you grant us the right to use, reproduce, display, perform, modify, transmit and distribute that information. We will not distribute any personal details unless we obtain your permission to do so or are required to do so by law.

Restrictions on use

Enable reserves the right to authorise you to solely view and retain a copy of the pages on the site for your own personal use. You must not duplicate, modify or distribute the material on the site unless specially authorised in writing by Enable to do so.

Disclaimer

Enable assumes no responsibility regarding the accuracy of the information that is provided by Enable and use of such information is at the recipient's own risk. Enable provides no assurances that any reported problems may be resolved with the use of any information that Enable provides but will always endeavour to help assist to the best of the company capabilities. By furnishing information, Enable does not grant any licenses to any copyrights, patents or any other intellectual property rights.

Enable may change or update information without notice and also make improvements and/or changes in the products and/or the programs described in this information at any time without notice.

Enable International Ltd. is registered in England with company number 3959037,

Privacy policy

Please click here to view our privacy policy.


Terms and conditions of supply

Welcome to Enable.

These Terms and Conditions of Supply are intended to clarify our obligations as supplier of the Services (as herein defined) and your obligations as a Client of Enable.

These Terms and Conditions shall apply from the time that Enable first provides you with access to the Services detailed herein including during any Trial Period.

The Services are likely to evolve over the course of the Contract based on Enable’s commitment to constant development and improvement in its offering. Accordingly, Enable reserves the right to amend or update these Terms and Conditions at any time during the currency of the Contract. It is your responsibility to read, understand and agree to the then current Terms and Conditions available on Enable’s Website. By continuing to access the Services after revisions are in effect, you agree to be bound by the revised Terms and Conditions.

By registering to use the Services you acknowledge that you have read and understood and agree to the Terms and Conditions and that you are duly authorised to act on behalf of any person, firm or company for whom you are accessing the Services.

These Terms and Conditions were last updated on August 1, 2019.

1Services

1.1Enable shall provide the Services as herein defined with reasonable care and skill subject always to these Terms and Conditions and to such additional terms and conditions as may apply to a specific Service from time to time. Such additional terms and conditions are duly incorporated into the Contract between the parties.

1.2While Enable will use its reasonable commercial efforts to meet specified delivery times, unless otherwise agreed in writing by Enable, time shall not be of the essence in the performance of the Services and the Client’s sole remedy for any delay in delivery will be the right to terminate this Contract after service of written notice of material breach as set out in clause 8.3(a).

1.3Where Consulting Services include the production of specifications then the same shall not be implemented until they have been agreed with and signed-off by the Client. The parties may only amend such specifications by written agreement; however, any changes outside the scope of a specification may result in a change in the Fees, which shall be notified by Enable to the Client prior to implementing such changes.

1.4In the event that the Client requires an additional Service then a new contract shall be completed in relation to the additional Service and shall be subject to the written acceptance by both parties. No contract shall come into being in relation to any additional Services until both parties have given such written acceptance.

2Support & maintenance

2.1From the agreed Go Live Date, Enable shall make DealTrack and the Documentation available to the Client during the Service Hours excluding:

2.1.1scheduled maintenance, which Enable shall use reasonable endeavours to undertake before 08.30 or after 17:30 UK time;

2.1.4emergency maintenance; or

2.1.3downtime caused in whole or in part by Force Majeure.

2.2Enable will use its reasonable endeavours to notify the Client in advance of scheduled maintenance but the Client acknowledges that it may receive no advance notification for emergency maintenance or downtime caused by Force Majeure (as herein defined).

2.3Support will be available to the Client through the helpdesk between 08:00 and 18:00 UK time on Business Days.

2.4The Client acknowledges that Enable shall be entitled to but does not undertake to modify the features and functionality of DealTrack as part of its ongoing development of the Services. Enable shall use its reasonable endeavours to ensure that any such modification shall not adversely affect the Client’s use of DealTrack.

3Enable warranties

3.1Enable does not warrant or represent that DealTrack will be free from errors and interruptions.

3.2The warranties in this clause are subject to the Client giving notice to Enable as soon as it is reasonably able upon becoming aware of the breach or potential breach of warranty. When notifying Enable of a breach or potential breach the Client shall use its reasonable endeavours to provide Enable with such documented information, details and assistance as Enable may reasonably request.

3.3Enable will not be liable under this clause for, or be required to remedy, any problem arising from or caused by the Client’s use or misuse of DealTrack in a manner other than as directed by Enable.

3.4The Client acknowledges and agrees that:

3.4.1Enable is not and cannot be aware of the extent of any potential loss resulting from any failure by Enable to discharge its obligations under the Contract;

3.4.2DealTrack has not been designed to meet the Client’s individual requirements and cannot be tested in every operating environment; and

3.4.3it is the Client’s responsibility to ensure that the facilities and functions of DealTrack meet the Client’s reasonable requirements and will not cause any error or interruption in the Client’s own software or systems.

3.5DealTrack may be subject to export laws and regulations in certain jurisdictions. Enable provides no warranty or advice on compliance with such Applicable Laws and the Client shall be responsible for ensuring its own compliance with all Applicable Laws. The Client shall not permit User to access DealTrack in breach of any Applicable Law.

4Use of DealTrack

4.1Enable grants the Client a non-transferable, non-exclusive licence for the Term of the Contract to allow Users access to DealTrack with the particular user roles available to the Client according to the Client’s subscription type.

4.2Prior to providing Users with access to DealTrack, the Client shall:

4.2.1supply Enable with a list of Users authorised to receive access; and

4.2.2ensure that all Users are aware of the terms of the Contract, including their obligation to comply with any other user terms applicable and notified to the Client by Enable.

4.3The Client shall only provide Users and Invited Users with access via the access method provided by Enable.

4.4The Client shall ensure and shall procure that Users shall ensure that DealTrack is only used in connection with the Client’s own business purposes.

4.5Except to the extent such activities are expressly agreed by the parties, the Client’s rights to benefit from DealTrack does not permit it, or the Users, to:

4.5.1copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of DealTrack;

4.5.2use DealTrack to provide outsourced or bureau services to third parties or make it available to any third party or allow or permit a third party to do so;

4.5.3permit direct or indirect access to or use of DealTrack in any way that circumvents any usage limit;

4.5.4combine, merge or otherwise permit DealTrack (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it;

4.5.5attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used to provide DealTrack, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and

4.5.6observe, study or test the functioning of the underlying software (or any part of it) that is used to provide DealTrack, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.

4.6The Client warrants and represents that it shall, and shall ensure that Users shall, keep confidential and, except as provided for in the Contract, not share with any third party their password or access details provided to facilitate access to DealTrack. The Client shall contact Enable if updates to any list of Users given to Enable are required, including when Users cease to be employed or engaged by the Client.

4.7The Client shall not, and shall procure that Users shall not:

4.7.1introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self-propagating or other such program) that may infect or cause damage to DealTrack or Enable’s systems or otherwise disrupt the provision of DealTrack; or

4.7.2use DealTrack to store, distribute or transmit any virus, or any material through DealTrack that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence or discrimination based on race, gender, colour, religious belief, sexual orientation or disability; or promotes any other illegal activities.

4.8The Client shall not be permitted to frame or mirror any part of DealTrack other than as permitted by the Documentation or with Enable’s express prior written consent.

4.9The Client shall not, without prior written consent from Enable, perform any security testing of DealTrack or of any infrastructure or facilities whatsoever used to provide DealTrack, including network discovery, port/service identification, vulnerability scanning, password cracking, remote access testing or penetration testing.

4.10The Client is principally responsible for determining the limitations that are placed on Client Content and for applying the appropriate level of access to Client Content. If the Client does not choose the access level to apply to Client Content, Enable’s system may default to its most permissive setting. Accordingly, it is the Client’s responsibility to let Users know how Client Content may be shared and to adjust the applicable setting relating to access to or sharing of the Client Content. If Enable is required by a licensor or other entitled third party to remove Client Content or receives information that such Client Content may breach Applicable Law or infringe third-party rights Enable will notify the Client and the Client shall promptly remove such Client Content from DealTrack.

4.11Enable reserves the right to monitor usage by all Users (by way of audits or otherwise) during the Term of the Contract for the purpose of (among others) ensuring compliance with the terms of the Contract. Any audit may be carried out by Enable or by a third party authorised by Enable. If an audit reveals that any password has been provided to an individual who is not a User, the Client shall, without delay, disable any such passwords and notify Enable immediately.

4.12In the event of unauthorised use of DealTrack by the Client or Users, Enable reserves the right to deny the Client or Users access to DealTrack by blocking, without prior notification, the IP addresses that the Client or Users used to access DealTrack.

4.13The Client shall indemnify Enable against all claims, losses, costs or expenses (including reasonable external legal fees incurred by Enable in consequence of any non-compliance by the Client or a User with the provisions in clauses 4.3 to 4.10 (inclusive) or with the Policies.

5Suspension of access

5.1Enable may suspend access to DealTrack to the Client and/or to all or some of the Users if:

5.1.1Enable suspects that there has been any misuse of DealTrack or breach of these Conditions or the Contract; or

5.2.1the Client fails to pay any sums due to Enable by the due date for payment (time for payment being of the essence).

5.2Enable will notify the Client or the affected Users as soon as possible after suspending access to DealTrack.

5.3Where the reason for the suspension is suspected misuse of DealTrack or a breach of these Terms and Conditions or of the Contract, then without prejudice to its rights under clause 18 below, Enable will take steps to investigate the issue and may restore or permanently suspend access at its discretion. If Enable considers it appropriate to permanently suspend access to all Users, it will notify the Client in writing and the Contract will terminate immediately on service of such notice.

5.4In relation to suspensions under clause 5.1.2 other than by reason of persistent failure to pay any sums due to Enable access to DealTrack will be restored promptly after Enable receives payment in full and cleared funds.

5.5Fees shall remain payable during any period of suspension notwithstanding that the Client or some of the Users may not have access to DealTrack.

6Client’s obligations

6.1The Client shall: (a) provide to, or procure for, Enable: all necessary co-operation in relation to the Contract; and all necessary access to such information, resources and facilities as may be required by Enable in order to render the Services; (b) comply with all applicable laws and regulations; (c) comply with its obligations and fulfil all conditions set out or referred to in the Contract or as identified as part of the Consulting Services; and (d) carry out all of its other responsibilities referred to in these Conditions, in a timely and efficient manner.

6.2If due to any Non-Enable Cause, Enable is delayed in or unable to perform any of its obligations then (without prejudice to any other right or remedy Enable may have) Enable shall: (a) be entitled to an extension of any affected deadline; (b) not be in breach of these Terms and Conditions; and (c) be entitled to charge for any additional charges, expenses and costs it may reasonably incur as a result of such Non-Enable Cause.

7Charges and payment

7.1The Client shall pay the Fees as set out in the Contract in accordance with the provisions of these Terms and Conditions.

7.2All Fees and any other sums payable by the Client are exclusive of Value Added Tax and any other Sales or similar Taxes.

7.3If payment of the Fees is not made by a due date, Enable shall (without prejudice to its other rights) be entitled to suspend provision of the Services until payment is received and, in the event of any such suspension, shall be entitled to an extension of any affected deadline.

7.4All payments payable to Enable under the Contract (or for a particular Service) shall become due immediately on termination of the Contract (or of that Service), despite any other provision. This provision is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

7.5Unless otherwise stated in the Contract:

7.5.1DealTrack Setup fees shall be payable on the Effective Date.

7.5.2DealTrack Subscription Fees shall be payable annually in advance during the Term on the Effective Date and on each subsequent anniversary of the Effective Date thereafter.

7.5.3Consulting Services Fees shall be charged on a time and materials basis at the end of each calendar month, for the resources used during that month. All monthly fees shall be payable within 30 days following the end of the month to which the Fees relate.

7.6Enable shall be entitled to increase the Fees with effect from each anniversary of the Effective Date on no less than 60 days prior written notice of such increase. Increases will be in line with CPI but will be capped at 2.5%

7.7Reasonable travel expenses by car, wholly and reasonably incurred by Enable in connection with Consulting Services and in response to a request by the Client to attend meetings or other events not at Enable’s regular place of work, will be charged at the mileage rate set out in the Contract. Reasonable flight and train travel at standard class, and reasonable hotel accommodation expenses wholly and reasonably incurred by Enable in connection with Consulting Services and in response to a request by the Client to attend meetings or other events not at Enable’s regular place of work, which are itemised and have supporting receipts, will be re-charged at cost at the end of the calendar month in which the applicable expenses were incurred.

8Term and termination

8.1The Contract shall commence on the Effective Date and shall continue for the duration of the Initial Term, unless otherwise terminated as provided in this clause 8. After the Initial Term, and subject to the provisions of the Contract and the relevant service specific conditions, the Contract shall automatically renew for consecutive periods of 12 months thereafter (each a ‘Renewal Term’), unless either party notifies the other of termination, in writing, at least 90 days before the end of the then current Renewal Term.

8.2Subject to the provisions of clause 8.1, a Service (or part thereof) set out in the Contract may be terminated by the Client. On expiration of the relevant notice from the Client, Enable shall cease all production and other preparations or work in respect of the specified Service. In full settlement the Client shall pay Enable a fair and reasonable price for any software that is complete and in a deliverable and operational state but not yet installed at the date of termination, and a reasonable charge for the individual Services provided up to the date of termination. The termination of an individual Service will not operate to terminate any other Service or this Contract but consequential amendments to any remaining Services may be necessary and will be agreed between the parties.

8.3Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other party (‘Defaulting Party’) if: (a) the Defaulting Party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of receipt of notice in writing of the breach; (b) the Defaulting Party goes into liquidation, enters into a compromise with its creditors, becomes insolvent or has an administrator, receiver or similar officer appointed in respect of all or part of its undertaking (or is the subject of a filing with any court for the appointment of any such officer), or any event occurs, or proceedings are taken, which has an equivalent or similar effect in any other jurisdiction.

8.4On termination of the Contract for any reason: (a) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; (b) the obligation on Enable to provide any Service and any rights and licences granted by Enable under the Contract shall immediately terminate (including, for the avoidance of doubt, any rights granted to Users to access DealTrack); (c) the accrued rights of the parties as at termination, and the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced including those provisions relating to confidentiality, intellectual property and liabilities.

9Limitation of liability

9.1Except as expressly and specifically provided in these Conditions: (a) the Client assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use; (b) Enable shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Enable by the Client, or any actions taken by Enable at the Client's direction; (c) Enable shall have no liability for any loss or destruction of data owned by the Client and input into DealTrack; and (d) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.2Nothing in these Conditions excludes the liability of Enable for death or personal injury caused by Enable's negligence; for fraud or fraudulent misrepresentation; or any other liability which cannot be excluded or limited by law.

9.3Subject to Clause 9.2, Enable shall not be liable for:

9.3.1any loss of profit, business, contracts, opportunity, goodwill, revenues, anticipated savings or similar loss, or any loss or corruption of software or data (including Client Content), or any claims or losses by third parties (and in each case, whether these losses are direct, indirect, special or consequential); or

9.3.2any indirect, special or consequential loss or damage, charges or expenses, however arising (whether for loss of profit or otherwise).

9.4Subject to Clause 9.2, Enable's total aggregate liability to the Client for all and any claims of whatever nature whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract, shall be limited to an amount equal to the Fees paid or payable in the 12-month period immediately prior to the date of the incident(s) giving rise to such liability.

9.5The Client takes full responsibility and shall accept all liability in respect of the use it makes of the Services and the results it achieves from them. The Client hereby warrants and represents that it is acquiring the right to access and use the Services for the purpose of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction do not apply to the supply of the Services, Enable’s website or these Terms and Conditions.

10Confidential information

10.1Each 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 the Contract. 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 the Contract.

11Intellectual property rights

11.1Except as expressly stated in this clause no Intellectual Property Rights of either party and/or their licensors are transferred or licensed as a result of this Contract.

11.2All Intellectual Property Rights in Services and other deliverables created by Enable as part of or as a result of the Services shall belong to and vest in Enable.

11.3Without limitation to clause 11.2:

11.3.1Enable grants the Client a non-exclusive, non-transferable and royalty-free licence to use for its own benefit and to use in the Client’s business to enable the Client to service its own customers any materials or deliverables that Enable produces for the Client as part of the Services for the term of the contract, to the extent necessary to enable the Client to make use of the Services and such materials and deliverables and to otherwise perform its obligations under the Contract; and

11.3.2the Client grants Enable a non-exclusive, non-transferable and royalty-free licence to use any Client software, Client Content, calculations, algorithms, methods, information and other materials created or supplied by the Client, for the term of the Contract, to the extent necessary to allow Enable to provide the Services and otherwise perform its obligations under the Contract.

11.4The Client is responsible for procuring the licences required in respect of all Third Party Software identified as “Client Procured Third Party Software” in the Contract (or in any subsequent agreed specification or implementation plan) and shall indemnify and hold harmless Enable from and against any claims, losses or liabilities arising from the Client’s failure to procure such licences on terms that allow Enable to perform its obligations under this Contract in accordance with any agreed timescales.

11.5The Client shall execute such further instruments, and do all further similar acts, as may be necessary or appropriate to carry out the purposes and intent of this clause 11.

11.6Nothing contained in the Contract shall restrict Enable from using any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the unaided mental impressions of Enable’s personnel relating to the Services which Enable, itself or jointly with others, develops provided that Enable does not:

11.6.1infringe the Intellectual Property Rights of the Client or third parties who have licensed or provided materials to the Client; or

11.6.2breach its confidentiality obligations under the Contract or under agreements with third parties.

12Client content and data protection legislation

12.1In so far as Enable receives and holds Client Content as part of the Services:

12.1.1Enable shall follow its privacy policy, and its application and infrastructure security procedures for Client Content.

12.1.2Enable shall promptly notify the Client in writing of any loss or damage to Client Content. In the event of any loss or damage to Client Content, the Client's sole and exclusive remedy shall be for Enable to use reasonable commercial endeavours to restore the lost or damaged Client Content from the latest backup of such Client Content maintained by Enable. Enable shall not be responsible for any loss, destruction, alteration or unauthorised disclosure of Client Content caused by any third party (except those third parties subcontracted by Enable to perform services related to Client Content maintenance and back-up).

12.2Following termination of the Services in accordance with these Conditions or otherwise in accordance with the Contract, upon written request from the Client received by Enable within 30 days of the relevant termination or expiry date, Enable will make the Client Content available for export or download. After the 30 day period has expired, Enable will have no obligation to maintain or provide any Client Content and thereafter may delete or destroy all copies of the Client Content in its possession or control unless legally prohibited from doing so.

12.3In so far as any “Personal Data” is processed as part of the Contract, each party warrants that it shall comply with the Data Protection Legislation when performing the Services under this Contract.

12.4The Client shall be the Data Controller, and the parties hereby acknowledge that Enable will be acting as Data Processor in respect of all data processing activities in relation to Client Content that Enable carries out under this Contract.

12.5It shall be the Client’s sole responsibility in the case of all processing of Personal Data and the Client undertakes to Enable that it shall:

12.5.1ensure that the Client is fully authorised and entitled at law to transfer the Personal Data to Enable such that Enable is lawfully authorised to process the Personal Data for the Client;

12.5.2ensure that any third party consents have been obtained for such processing of Personal Data;

12.5.3ensure that all such notifications to third parties have been made in respect of such processing of Personal Data.

12.6Each party shall take such technical and organisational measures as are reasonable in order to prevent unlawful processing of Personal Data or any accidental loss of Personal Data.

12.7Enable undertakes to the Client that it shall:

12.7.1process the Client Personal Data only in accordance with the written instructions of the Client and to the extent, and in such a manner, as is reasonably necessary to supply the Services in accordance with these Conditions or as is required by any applicable law; and

12.7.2use reasonable endeavours to assist the Client with any subject access request that the Client receives relating to Client Personal Data processed by Enable under the Contract.

12.8The Client shall indemnify Enable against all claims, losses, costs or expenses incurred by Enable in consequence of any failure by the Client to comply with its obligations set out in this clause12 or its failure to comply with any other law applicable to the processing of Personal Data.

13Non-solicitation

13.1Each party agrees that, during the life of this Contract and for 6 months following completion or any termination of any Service, neither it, its officers, employees or agents or otherwise howsoever and whether as a consultant, principal, partner, director, employee or otherwise, shall employ or solicit the services of any employee, officer, agent or consultant of the other party (or, as the case may be, of any Enable Group Company or Client Group Company) who was engaged or involved in providing or receiving the Services.

13.2If either party commits any breach of clause 13.1, the breaching party shall, on demand, pay to the claiming party a sum equal to one year's basic salary or the annual fee that was payable by the claiming party to that employee, worker or independent contractor plus the recruitment costs incurred by the claiming party in replacing such person.

14Miscellaneous provisions

14.1Variation: Except as set out in these Terms and Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Enable.

14.2Time for Performance: Any dates specified for performance of the Services by Enable are estimates only and time shall not be of the essence in the performance by Enable of the Services.

14.3Entire Agreement: The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Enable which is not set out in the Contract or in these Terms and Conditions.

14.4Exclusion of other terms: These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

14.5Third party rights: The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

14.6Force majeure: Neither party shall have liability to the other party under the Contract if it is prevented from or delayed in performing its obligations under these Terms and Conditions, or from carrying out 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 Enable or any other party), failure of a utility service or transport 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 suppliers or sub-contractors (“Force Majeure Event”), provided that the other party is notified of such a Force Majeure Event and its expected duration. If any Force Majeure Event subsists for a continuous period of over three (3) months, either party may terminate the Contract on one (1) month’s prior written notice to the other party and clause 8.4 will apply.

14.7Assignment: Neither party shall, without the prior written consent of the other, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.8Waiver: A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

14.9Severance: If any provision (or part of a provision) of the Contract 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.

14.10No partnership or Agency: Nothing in the Contract 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 the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.11Notices: Any notice required to be given under the Contract 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 registered office address, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's main fax number.

14.12Governing Law and Jurisdiction: This Contract and any disputes or claims arising out of or in connection with its subject matter shall be governed by and construed in accordance with the law of England. The parties irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.

14.13Publicity: Enable shall wherever practicable seek written confirmation prior to referring to the Client as being a client of Enable and publishing details of the work undertaken for the Client in such form (including in combination with references to other clients) and in such media as Enable shall from time to time determine.

15Definitions and interpretation

15.1In these Conditions the following definitions apply:

‘Agent’ means an individual authorised to use a Service through the Client’s account as an agent and/or administrator [as identified through a unique login].

‘Applicable Law’ means any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances.

‘Applications’ means the software or applications accessed via DealTrack and listed in the contract.

‘Business Days’ means Monday to Friday (inclusive) but excluding Public Holidays.

‘Client’ means the person or firm named on the contract who purchases Services from Enable.

‘Client Content’ means any material or data that is provided by the Client to Enable as part of the Client's use of the Services, such as audio files, video files, electronic documents or images that the Client uploads or imports into the Services or Software in connection with the Client’s use of the Services and any information derived from such material.

‘Conditions’ means these Terms and Conditions as amended from time to time in accordance with clause 14.1.

‘Confidential Information’ means any information disclosed by either party (‘Disclosing Party’) to the other party (‘Receiving Party’) pursuant to or in connection with the Contract (whether disclosed in writing or orally and in whatever medium) that is confidential, financial, marketing, proprietary, technical or is in the form of know-how or trade secrets and any other information which is labelled or identified as confidential Information or by its nature is confidential (and, for this purpose, confidential means the information, in its entirety or in the configuration or assembly of its components, is not publicly available).

‘Consulting Services’ means consulting and professional services (including without limitation any project management, implementation/on-boarding, integration, configuration, customisation, support, training or succession services) provided by Enable or its authorised subcontractors as indicated in the Contract as varied in accordance with these Conditions.

‘Consulting Services Fees’ means the fees payable by the Client for the provision of the Consulting Services.

‘Contract’ means the contract between Enable and the Client for the supply of Services in accordance with these Terms and Conditions. In the event of any conflict or inconsistency between a Term and Condition contained herein and an equivalent provision in the Contract, the provision in the Contract shall prevail.

‘Data Protection Legislation’ means the General Data Protection Regulation (EU) 2016/679 (‘GDPR’) and all other applicable privacy and data protection laws and regulations.

‘DealTrack’ means the software features that are identified in the Contract as part of the DealTrack subscription.

‘Documentation’ means the documents (in whatever media) provided or notified to the Client to facilitate use of the Service by Users.

‘Effective Date’ means the date when the Contract becomes binding on the parties, as specified in the Contract.

‘Enable’ means Enable International Limited, a company registered in England and Wales with company number 3959037 having its registered office at 10-12 The Courtyard, Timothy’s Bridge Road, Stratford-Upon-Avon, CV37 9NP, UK.

‘Fees’ means the fees charged by Enable for Services provided under the Contract.

‘Go Live Date’ means the date DealTrack is first used by the Client for any purpose (other than for Client acceptance testing).

‘Initial Term’ means the period commencing on the Effective Date and ending on the 1st anniversary of the Effective Date or on the stated Termination Date if the Termination Date is less than 1 year after the Effective Date.

‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘Invited User’ means any person, firm or company (“entity”) other than the Client who uses the Services or any of them with the authorisation of the Client from time to time. The Client shall determine who is an Invited User and the level of access to the Services an Invited User may have. The Client is responsible for all Invited Users’ use of the Services. The Client controls each Invited User’s level of access to the Services and can revoke or change an Invited User’s access or level of access at any time and for any reason in which event that entity will cease to be an Invited User or shall have a different level of access as the case may be.

‘Non-Enable Cause’ means: a breach by the Client of any term of the Contract; any act or omission by the Client or any agent of the Client (including a failure to perform any dependency) which has an adverse impact on Enable’s ability to supply the Services; any assumption proposed by Enable proving to be incorrect.

‘Policies’ means Enable or its licensors’ policies from time to time relating to the use of the Services including but not limited to Privacy Policy, Infrastructure Security Process and Application Security Process.

‘Services’ means DealTrack and such other Consulting Services as are more particularly described in the Contract (as applicable, given the context in which the term ‘Services’ is used).

‘Service Hours’ means 24 hours a day, seven days a week.

‘Third Party Software’ means any software (including any Open Source Software), the Intellectual Property Rights in which are owned by a third party and developed independently of the Contract.

‘Users’ means the users that are authorised to use the Service as specified in the Contract and where the context requires or permits shall include Invited Users as herein defined.

15.2In these Conditions and the Contract the following rules of interpretation apply:

15.2.1A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and a reference to a party includes its personal representatives, successors or permitted assigns.

15.2.2Words in the singular shall include the plural and vice versa.

15.2.3Any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.