Threedium

PaaS Terms and Conditions (UK)

YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS AND THE ORDER FORM BY: (I) CLICKING 'AGREE', OR 'ACCEPT' ON THE PLATFORM (VIA THE PLATFORM’S CLICKTHROUGH MECHANISM); OR (II) EXECUTING AN ORDER FORM.

1. Definitions & Interpretation

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

1.1 Definitions:

1.2 Clause and Schedule headings shall not affect the interpretation of this Agreement.

1.3 References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of this Agreement.

1.4 If there is an inconsistency, conflict or ambiguity between any of the provisions in the Order and the PaaS Terms, the PaaS Terms shall prevail, unless the relevant provision of the Order expressly states that it overrules a specific term or condition of the PaaS Terms. Where a provision of an Order is expressed to overrule a term or condition of the PaaS Terms, that provision shall only apply in respect of that Order and shall not apply to any other Order or otherwise operate to amend the terms and conditions of the PaaS Terms.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Scope of the Agreement

2.1 These PaaS Terms are incorporated into the Order and, together, constitute a separate and independent contract between you and Threedium (the “Agreement”).This Agreement govern your (and your Authorized Users) access to the Platform, and the provision of the Services.

2.2 This Agreement shall apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Subscriptions

3.1 Threedium will provide the Services to you, in consideration of your payment of the Fees and your compliance with this Agreement.

3.2 In relation to the Authorized Users, you shall ensure that:

1. the maximum number of Authorized Users that you authorize to access and use the Services and the Documentation shall not exceed the maximum number specified in the Order or as otherwise notified to you by us from time to time (the “User Subscriptions”);
2. unless Threedium authorizes otherwise in writing, any User Subscription is not to be used by more than one individual Authorized User, unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services and/or Documentation;
3. each Authorized User shall keep a secure password for their use of the Services and Documentation, and that each Authorized User shall keep their password confidential in accordance with Clause 6 below;
4. If so requested by Threedium in writing, you shall maintain a written, up to date list of current Authorized Users and provide such list to Threedium within 5 Business Days of Threedium's written request at any time or times;

3.3 Subject to Threedium approval, you may, from time to time during any Subscription Term request any of the following “Upgrades”:

1. purchase additional User Subscriptions and Threedium shall grant access to the Services and the Documentation to such additional Authorized Users in accordance with the provisions of this Agreement.
2. upgrade the Subscription to add new Services, increase the Usage Limits or extend the Subscription Term.

3.4 If Threedium approves your Upgrade request, you shall pay to Threedium the relevant Fees. If the Upgrades are purchased by you part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated, from the date of activation by Threedium, for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. AI tools / Prompts

4.1 The Service includes access to generative AI functionalities (“AI Tools”) provided by third party vendors (the “AI Vendors”).

4.2 You warrant that you shall comply with the licence terms of the AI Vendors when accessing and using the AI Tools (by way of Prompts or otherwise).

4.3 You acknowledge that outputs from AI Tools are generated by third-party AI Vendors and may be inaccurate, incomplete, offensive or infringing. You assume sole responsibility for use of such outputs. You shall indemnify and hold harmless Threedium against any claims arising from your use of AI Tools or outputs, including claims of IP infringement, defamation, or misuse of personal data.

.5 Customer Obligations

You shall:

1. pay the Fees;
2. co-operate with Threedium in all matters relating to the Services and follow all reasonable instructions of Threedium;
3. ensure you do not exceed the Usage Limits;
4. comply with any Threedium usage’s requirements when accessing and using the Services, including the Platform;
5. ensure all Authorized Users accept the EULA;
6. comply with all Applicable Law;
7. not use the Services to, and shall ensure that your Authorized Users do not, use the Services in a way that:
   1. stores, distributes or transmits any viruses, or any unlawful material in, onto or from the Services;
   2. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   3. facilitates illegal activity;
   4. depicts sexually explicit images;
   5. promotes unlawful violence;
   6. is discriminatory based on race, gender, religious belief, sexual orientation, disability; or
   7. is otherwise illegal or causes damage or injury to any person or property.
   (collectively referred to as the “Prohibited Activities“).
8. ensure that the Authorized Users use the Services and access the Platform in accordance with this Agreement and Threedium’s reasonable instructions;
9. provide to Threedium in a timely manner accurate and complete documents, information, items and materials in any form (whether owned by you or a third party) in relation to your, and your Authorized Users, use of the Services or the performance of your obligations under the Agreement;
10. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to your use of the Services, in all cases before the date on which the Services are to start;
11. keep confidential and secure any password and credentials supplied by Threedium to any Authorized Users for their access to the Services (including to the Platform);
12. not use the Services or any content provided by Threedium, to provide services to any third party except as permitted under the Agreement; or
13. not attempt to obtain, or assist third parties in obtaining, access to the Platform and Services, other than as provided under this Agreement.

5.2 You shall:

1. use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, you shall promptly notify Threedium; and
2. fully and promptly cooperate with Threedium to resolve the security incident or unauthorized access to the Services (including to the Platform), always in accordance with Threedium's reasonable instructions.

5.3 You shall be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from their systems to the Platform and the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your systems, network connections or telecommunications links or caused by the internet.

5.4 Threedium may grant you access to its proprietary application programming interface (“API”) solutions, and provide professional Services to you as required, to enable integration of the Services into your environment (the “API Services”). Use of the API Services is subject to this Agreement, any specific API terms and API Documentation, and any instructions provided by Threedium. Any professional services required by you in connection with the API Services will be charged at Threedium’s standard rate card, unless otherwise agreed in writing.

5.5 Threedium reserves the right, without liability or prejudice to its other rights to you, to:

1. disable or suspend access to the Platform, all or part of the Services and/or to disable or restrict access to any Documentation, in the event that you breach any of your obligations under the Agreement, including under Clause 5; and
2. disable or restrict access to the Platform or any part of the Services to any Authorized User that breaches any of the terms of the EULA. Threedium reserves the right to suspend access to the Services where reasonably necessary to prevent regulatory or reputational harm.

5.6 Threedium will use reasonable endeavours to provide reasonable notice to you before disabling or suspending all or part of the Services. Notwithstanding the foregoing, in case of an emergency, if any passwords or credentials are compromised or Threedium detects any Prohibited Activity, which is in Threedium’s reasonable opinion serious or fraudulent, Threedium may suspend immediately and without prior notice, the provision of the Services affected or restrict the access to and/or disconnect the Authorized Users in question from the affected Services, until such time as the Prohibited Activities have ceased. If this happens Threedium will notify you as soon as reasonably practicable in the circumstances.

6. User Names and Passwords

6.1 You shall ensure that any Authorized Users with access to the Services are authenticated and where required are provided with a unique and individual user name and secure password in order to access any part of the Services, including the Platform.

6.2 You must ensure that user names and passwords used in connection with the Services are kept confidential and are only used by Authorized Users. You shall implement safety measures to seek to prevent and detect any unauthorized use of user names and passwords and inform Threedium immediately if you know or suspect that a user name or password has been disclosed to an unauthorized user or is being used in an unauthorized way. Unless Threedium says otherwise to you (acting reasonably), Authorized Users will be entitled to change their user names and reset their passwords to access any of the Services in accordance with the Platform protocols.

6.3 Threedium reserves the right:

1. to suspend user names and password access to the Services if there has been a breach of security;
2. to ask you to change any or all of the usernames and passwords you (or the Authorized Users) use in connection with the Services; and
3. temporarily restrict access to any part of the Services or to the Platform until any security risk or breach of security is fixed.

6.4 You must inform Threedium promptly of any changes to the information you supplied to Threedium.

6.5 You acknowledge and affirm that the Services, including but not limited to internet related Services, are not secure and that Threedium does not guarantee the prevention or detection of any unauthorized attempts to access the Services.

6.6 You shall be liable for any unauthorized use of user names and passwords by third parties if its use is due to you or your Authorized Users failing in keeping them confidential or in implementing reasonable safety measures to prevent any unauthorized use of user names and passwords.

7. Fees and Payment Terms

7.1 You shall pay the Fees to Threedium for the Services in accordance with this Clause 7.

7.2 Unless we agreed otherwise with you, you shall pay Threedium invoices by monthly variable direct debit or by recurring credit or debit card payments as requested by Threedium. You are responsible for notifying Threedium as soon as possible of any changes to your bank or card details that may affect your payment of the Fees.

7.3 Credit or debit card payments:

1. the provisions of this Clause 7.3 will apply to credit card or debit card payments.
2. by providing bank card details, or setting up an auto top up, you grant Threedium continuous authority to charge your debit or credit card for the Services until such time as the Service(s) or auto top up are cancelled by you and any outstanding monies have been paid.
3. You hereby authorize Threedium to charge your card:
   1. on the Effective Date for the Fees payable in respect of the Initial Subscription Term;
   2. on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; and
   3. any Fees for Additional Services we provide to you, including Credits purchased by you (through auto top up or otherwise).

7.4 If Threedium has not received payment on the due date, or you have a negative Credit in your Account, and without prejudice to any other rights and remedies of Threedium:

1. Threedium may without liability to you, suspend the provision of the Services (until all outstanding Fees are settled and your Account holds sufficient Credits); and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of Barclays PLC in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
3. You shall reimburse Threedium for all reasonable costs of collection, including legal fees, incurred in recovering overdue Fees.

7.5All Fees stated or referred to in this Agreement:

1. shall be payable in pounds sterling;
2. are, subject to Clause 8.2, non-cancellable and non-refundable. Unused Credits shall expire after 2 years of purchase or at the end of the Subscription Term, whichever the earliest.
3. are exclusive of value added tax, which shall be added to Threedium's invoice(s) at the appropriate rate.

7.6 Threedium shall be entitled to increase:

1. the Fees for Additional Services at any time; and
2. the Subscription Fees, at the start of each Renewal Period.

7.7 All Fees are exclusive of VAT.

8. Warranties

8.1 Each of the parties warrants to the other that it:

1. is acting on its own behalf and not for the benefit of any other person; and
2. has full power and authority to enter into and perform this Agreement.

8.2 Threedium warrants that:

1. the Services will be provided substantially in accordance with the Documentation and with reasonable skill and care.
2. it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

8.3 Threedium:

1. does not warrant that:
   1. your use of the Services will be uninterrupted or error-free;
   2. that the Platform, the Services, the Documentation and/or the information obtained by you through the Services will meet your requirements; or
   3. The Platform, the Software or the Services will be free from viruses.
2. 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.

8.4 You warrant that you and your Authorized Users will comply with all Applicable Law when accessing the Platform and using the Services;

9. Limitation of Liability

9.1 Nothing in this Agreement shall operate to exclude or limit any liability which cannot legally be limited, including liability for:

1. death or personal injury caused by negligence; or
2. fraud; or
3. any other liability which cannot be excluded or limited under Applicable Law.

9.2 Threedium shall not be liable under or in connection with this Agreement for any:

1. loss of revenue;
2. loss of actual or anticipated profits;
3. loss of contracts;
4. loss of the use of money;
5. loss of anticipated savings;
6. loss of business;
7. loss of opportunity;
8. loss of goodwill;
9. loss of reputation;
10. loss of, damage to or corruption of data; or
11. any indirect or consequential loss,

in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.

9.3 Subject to clause 9.1, Threedium's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Fees paid by you to Threedium under this Agreement in that calendar year.

9.4 Threedium shall not be liable to you or any third party for any loss or damage or any other liability (including infringement of Intellectual Property Rights) caused or contributed by your use of the Services or any outputs thereof in conjunction with any third-party product, service, or information not supplied by Threedium, where such combination or the third-party element gives rise to such liability or infringement.

10. Intellectual Property Rights

10.1 Threedium retains all Intellectual Property Rights in the Services, and the Platform and grants to you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorized Users to access the Platform and use the Services and the Documentation during the Subscription Term.

10.2 You shall have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Services, the Platform or the Software in whole or in part.

10.3 You shall not:

1. sub-license, assign or novate the benefit or burden of the licence granted under clause 10.1 in whole or in part;
2. deal in any other manner with any or all of its rights and obligations under this Agreement,

without the prior written consent of Threedium.

10.4 Customer Content:

1. You warrant that you have, and shall, at all times maintain all licences, authorizations, consents and approvals necessary from third parties (including any licensors of software) or required by Applicable Law in respect of any Customer Content you, or your Authorized Users, upload onto the Platform or use with the Services;
2. Threedium acknowledges that the Customer Content is and shall remain your property or the property of your licensors (as the case may be);
3. You grant Threedium a non–exclusive, non–transferable, revocable, royalty free and worldwide licence to use the Customer Content during the Subscription Term, to the extent necessary to provide the Services;
4. Threedium may collect, analyse, and use deidentified, aggregated anonymised data derived from any data contained within the Customer Content, for purposes of operating, analysing, improving, the Service and any related services. Such data will be aggregated or anonymized to avoid identification of individuals;
5. At any time during the Subscription Term, you may request that Threedium immediately returns any Customer Content;
6. You shall indemnify Threedium from and against any losses, damages, fines, costs or expenses arising out of Customer Content that: (i) is unlawful, defamatory, obscene, discriminatory, or otherwise harmful; (ii) breaches Applicable Law, including Data Protection Legislation; or (iii) gives rise to regulatory or third-party claims; and
7. You further indemnify Threedium from and against any losses, liabilities, fines, charges, damages, actions, costs and expenses, professional fees (including reasonable legal fees actually incurred) and reasonable disbursements and costs of, litigation, settlement, judgment, interest and penalties, suffered or incurred by Threedium as a result of or in connection with any claim that Threedium’s use of the Customer Content in accordance with the provisions of this Agreement infringes the intellectual property rights of a third party.

11. trademarks

11.1 You hereby grant to Threedium the non-exclusive right to use your trademarks in the promotion, advertisement and sale of the Services as a mere commercial reference, subject to, and for the duration of, this Agreement.

11.2 Threedium acknowledges and agrees that all rights in your trademarks shall remain with you, and that Threedium has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the trademarks as expressly provided in this Agreement.

11.3 You acknowledge and agree that all rights in Threedium’s trademarks shall remain with Threedium, and that you have and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the trademarks as expressly provided in this Agreement.

11.4 All representations of Threedium trademarks that you intend to use shall be submitted to Threedium for written approval before use. You shall comply with all rules for the use of Threedium trademarks issued by Threedium.

12. Data Protection

12.1 Threedium shall comply with Data Protection Legislation when processing any personal data under this Agreement.

12.2 Threedium may record emails, calls and other communications from your representatives, members of staff, subcontractors and Authorized Users relating to the provision of the Services (including emails and calls to Threedium customer support team). Threedium will do so for the purposes of providing the Services to you, for training and quality purposes and to keep a record of the Services provided to you.

12.3 You shall fully comply with your obligations under Data Protection Legislation for the purposes of this Agreement.  You warrant that you:

1. you have all necessary registrations in place and fully comply with all applicable requirements under Data Protection Legislation; and
2. have provided the necessary notices or obtained any necessary consents in accordance with Data Protection Legislation from your representatives, members of staff, subcontractors and any end users (including those consents or permissions reasonably requested by Threedium) to enable Threedium to process the personal data and perform its obligations under this Agreement.
3. You warrant that all personal data provided to Threedium has been lawfully collected and disclosed, and you shall indemnify Threedium against any claim, fine or penalty arising from breach of Data Protection Legislation caused by your or your Authorized Users’ actions or omissions.

12.4 Where Threedium processes personal data under the Agreement on behalf of you, the parties shall enter into a UK GDPR compliant controller to processor agreement.

13. Term and Termination

13.1 This Agreement shall, unless otherwise terminated as provided in this Clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for equivalent successive periods (each a “Renewal Period”), unless:

1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
2. otherwise terminated in accordance with the provisions of this Agreement;

13.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

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 14 days after being notified in writing to make such payment;
2. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do soF;
3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 13.2(c) to clause 13.2(j) (inclusive);
12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
13. 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.

14. Consequences of Termination

14.1 On termination of this Agreement for any reason:

1. all licences granted under this Agreement shall immediately terminate and you and the Authorized Users shall immediately cease all use of the Services and/or the Documentation;
2. if Threedium so requests, you shall return and make no further use of the Documentation and other items (and all copies of them) belonging to Threedium;
3. Threedium may destroy or otherwise dispose of any Customer Content in its possession unless Threedium receives before the date of termination of this Agreement, a written request for the delivery to you of the then most recent back-up of the Customer Content. Threedium shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that you have, at that time, paid all Fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses, at Threedium standard rate card, incurred by Threedium in returning or disposing of Customer Content.
4. All Credits shall expire, and any amounts paid for them will not be refunded, unless Threedium decides otherwise in writing under its sole discretion; and
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.

14.2 All rights and obligations of the parties under this Agreement shall cease to have effect immediately upon termination or expiry of the Agreement, save that the clauses of this Agreement which are expressed to survive its termination or expiry, or which from their nature or context it is contemplated that they are to survive termination, or expiry shall continue in force following termination or expiry of this Agreement, including Clause 8 (Warranties), Clause 9 (limitation), Clause 15 (Confidentiality), Clause 13 (Termination), Clause 14 (Consequences of Termination), Clauses 16 to 26.

15. Confidentiality

15.1 Each party shall protect the Confidential Information of the other party against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

15.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers on a need to know basis, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

15.3 The obligations set out in this clause 15 shall not apply to Confidential Information that the receiving party can demonstrate:

1. is or has become publicly known other than through breach of this clause 15; or
2. was in the possession of the receiving party prior to disclosure by the other party; or
3. was received by the receiving party from an independent third party who has full right of disclosure; or
4. was independently developed by the receiving party; or
5. was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement and the disclosing party limits the disclosure only to comply the specific requirement of the relevant governmental authority.

16. Notices

16.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

1. delivered by hand or by recorded pre-paid first-class post or other next working day recorded delivery service at its registered office (if a company) or its principal place of business (in any other case); or
2. sent by email to the address notified to the party.

16.2 Any notice shall be deemed to have been received:

1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
2. if sent by pre-paid first-class recorded delivery post or other next working day recorded delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
3. if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.

16.3 To be effective, notice of any breach of or termination of the Agreement, must prominently state that the notice is a formal notice of breach or termination. If a breach or termination notice is sent by email, a copy of the notice shall also be sent by first class pre-paid recorded delivery or registered post.

16.4 This clause 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.

17. Assignment

17.1 Threedium may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

17.2 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of Threedium.

18. Entire Agreement

18.1 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.

18.2 Each party agrees that it 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

19. Third Party Rights

19.1 This Agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

19.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

20. Variation

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

21. Waiver

21.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

21.2 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not 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 any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

22. Rights and Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

23. Severance

23.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

23.2 If any provision or part-provision of this Agreement is deemed deleted under clause 23.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

24. No Partnership or Agency

24.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other party.

25. Governing Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England.

26. Jurisdiction

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.