Platform Agreement

Doc Ref: LXCRCO0013.0 - Last Updated 16/08/2023

PARTIES

You, (“the Client”) are onboarding online and you are entering into a platform agreement with:

LexClearing Probate Limited, incorporated and registered in England and Wales with company number 11975127 whose registered office is at Third Floor, Library Building, Sun Street, Tewkesbury, Gloucestershire, England, GL20 5NX (“LxCP”).

Each a “Party” and collectively the “Parties”.

RECITALS

(A) LxCP has developed certain software applications and Platform which are made available to Clients via the Internet on a chargeable basis for the purpose of estate administration and asset clearing in connection with Estates in Administration.

(B) The Client wishes to use LxCP’s services to help its clients handling estate administration and asset clearing in connection with Estates in Administration.

(C) LxCP agrees to provide, and the Client agrees to take and pay for LxCP’s services subject to the terms and conditions of this Agreement.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATIONS

1.1. Unless otherwise stated or specified, the following terms, including any of their variants, are defined with the respective meanings as follows:

Account	means an account created or registered for the access and use of Services.
Account Information Services	Means the open banking service regulated by the Payment Services and E Money Regulations that provides for access to, in real-time, information on Client bank accounts.
Applicable Law	means any and all applicable laws, regulations and industrial standards or guidance (including any applicable British standard) and any applicable and binding judgement of a relevant court of law in England and Wales.
Authorised Users	means those employees, agents and independent contractors who are authorised by the Client to access and use Services and Documentation.
Business Day	means each weekday, not including Saturdays and Sundays, on which the banks in London are open for ordinary business.
Case Fees	means the per case fees purchased by the Client pursuant to clause 2 which entitle Authorised Users to access and use Services and Documentation in accordance with this Agreement.
Change of Control	is as defined in and interpreted according to section 1124 of Corporate Tax Act 2010.
Confidential Information	is as defined in clause 6.
Documentation	means the document that LxCP made available to the Client on https://docs.lexclearing.co.uk/ or such other webpage notified by LxCP to the Client from time to time which sets out Services’ descriptions and user instructions.
Effective Date	means the commencement date of this Agreement, as defined in clause 18.
Estates in Administration	Means the assets, liabilities, income and expenditure of a deceased person and the deceased person’s estate.
FCA Regulated Suppliers	Means suppliers providing open banking and payment services on the LxCP platform that are regulated by the Financial Conduct Authority under the E-Money and/or Payment Services Regulations.
Intellectual Property	means algorithms, APIs, data collections, diagrams, formulae, inventions (whether or not patentable), know-how, logos, designs, marks (including brand names, product names, logos, work titles and slogans), methods, network configurations and architectures, processes, proprietary information, protocols, schematics, specifications, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, websites, works of authorship (including written, audio and visual materials) and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing).
Intellectual Property Rights	means all rights of the following types, which may exist or be created under the laws of any jurisdictions: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights; (ii) trade mark, business name, domain name and trade name rights, work titles, and similar rights; (iii) trade secret rights; (iv) patent and industrial design (utility model) property rights; (v) design rights (whether registered or not); (vi) other proprietary rights in Intellectual Property (including any licences), also including all economic rights in software as set forth in Chapter 2 of Copyright, Designs and Patent Act 1988 and all sui-generis rights as author of a database; and (vii) rights in or relating to applications, registrations, renewals, extensions, combinations, divisions, continuations and reissues of, and applications for, any of the rights referred to in the aforementioned.
Personal Data Protection Law	means all applicable personal data protection legislation in force from time to time in the United Kingdom, including but not limited to General Data Protection Regulation (“UK GDPR”), Data Protection Act 2018 (and regulations made thereunder, and Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Payment Initiation Services	Means the open banking service regulated by the Payment Services and E Money Regulations that provides hosted and/or integrated payment initiation services from Client bank accounts.
Platform	Means the web, mobile and application services that deliver LxCP’s services relating to Esates in Administration. This includes app.lexclearing.co.uk and other sub or derivative domains.
Services	means the subscription services provided by LxCP to the Client under this Agreement via https://app.lexclearing.co.uk or such other website notified to the Client by LxCP from time to time, as described in detail in Documentation.
Software	means the online software applications provided by LxCP as part of Services.
Client’s Data	means the data input by the Client, Authorised Users, or LxCP on behalf of the Client for the purpose of using Services or facilitating the Client’s use of Services.
Service Order Form	means the form submitted by the Client to LxCP purchasing User Subscriptions.
Subscription Fees	means the subscription fees payable by Client to LxCP for User Subscriptions, as set out in clause 5.
Subscription Term	means the period from Effective Date until the expiry or termination of this Agreement.
User Subscriptions	means the user subscriptions purchased by the Client pursuant to clause 2 which entitle Authorised Users to access and use Services and Documentation in accordance with this Agreement.
Virus	means any thing (including any software, code, file, programme or device) which may (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications services, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data; or (iii) adversely affect the user experience.

1.2. Unless otherwise stated or specified, this Agreement is interpreted as follows:

1.2.1. all headings, titles and captions are for convenience only, which shall not define, describe, limit or extend the scope of this Agreement;

1.2.2. references to (a) days means calendar days; (b) person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (c) one gender includes other genders; (d) a party includes that party’s personal representatives, successors or permitted assigns; (e) a statute, statutory provision or subordinated legislation includes such items as amended or re-enacted from time to time; (f) writing or written includes emails; (g) including, include, in particular or similar expressions is illustrative and does not limit the preceding words; and (h) words in the singular include the plural and vice versa.

2. USER SUBSCRIPTIONS

2.1. Subject to the Client purchasing User Subscriptions and Case Fees with the Service Order Form and in accordance with clause 5, the restrictions set out in this Agreement, including but not limited to this clause 2, LxCP hereby grants to the Client a non-exclusive and non-transferable right and licence, without the right to grant sublicences, to permit Authorised Users to access and use Services and Documentation during the Subscription Term solely for the Client to manage estate administration and asset clearing in connection with Estates in Administration for their clients.

2.2. In relation to Authorised Users, the Client undertakes:

(a) that the maximum number of Authorised Users that the Client authorises to access and use Services and Documentation shall not exceed the number of User Subscriptions the Client has purchased from time to time; and

(b) not to allow or suffer any User Subscription to be used by more than one individual Authorised User unless such User Subscription has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Services and / or Documentation.

2.3. The Client shall not access, store, distribute or transmit any Virus, or any material during the course of accessing or using Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive;

(b) depicts any sexually explicit images;

(d) is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or

(e) is or facilitates any illegal or morally unacceptable activity, such as to cause damage to property or injury to any person.

2.4. Without liability and without prejudice to any right to the Client, LxCP reserves the right to deactivate the Client’s Account or suspend or disable its access to any material violating clause 2.3.

2.5. The Client shall not access or use Services or Documentation in whole or in part to build any product or service which may directly or indirectly compete with Services supplied by LxCP under this Agreement.

2.6. Unless expressly permitted by this Agreement or with prior written consent from LxCP, the Client shall not sell, license, rent, lease, transfer, assign, distribute, display, disclose or in any way commercially exploit, or otherwise make Services and / or Documentation available to any third party.

2.7. For the avoidance of doubt, all rights provided under this clause 2 are granted to the Client only, and cannot be shared with any affiliate of the Client.

3. ACCOUNT AND ACCOUNT SECURITY

3.1. An Account registration and configuration of roles for Authorised Users are required to access and use Services and Documentation. The Client shall ensure all information provided for Account registration must be correct, current and complete.

3.2. The Client shall undertake that all its Authorised Users shall keep all credentials used to access and use Services and Documentation, including log-in IDs and passwords and other pieces of information associated with the Client’s Account as confidential. The Client must not transfer or assign its Account or any right or interest in it to any other party without prior written consent from LxCP.

3.3. The Client shall use all reasonable endeavours to prevent any unauthorised access to its Account and, in the event of any such unauthorised access comes to the Client’s attention, the Client shall promptly notify LxCP.

4. SERVICES

4.1. LxCP shall, during Subscription Term, supply Services and make Documentation available to the Client in accordance with this Agreement.

4.2. LxCP shall, during Subscription Term, use commercially reasonable endeavours to make Services available all the time except for:

(a) scheduled maintenance that the Client will be notified seven (7) days in advance; or

(b) unscheduled but necessary maintenance to fix any error which may immediately and adversely affect Services.

4.3. The Client shall access and use Services for lawful purposes only, in particular, estate administration and asset clearing in connection with Estates in Administration as Services are designed for. The Client agrees not to access or use Services, in any way or in any manner or by any means, to:

(a) violate or attempt to violate any applicable domestic or international law, regulation or rule;

(b) breach or attempt to breach any security of and in connection with Services, including Software and Documentation; or

(c) interfere or attempt to interfere Services or any third party’s access or use of Services, including but not limited to attacking, disabling or overburdening the Platform the Platform where Services are provided.

LxCP is entitled to immediately deactivate the Client’s Account for the Client’s breach of this clause 4.3.

5. FEES AND PAYMENT

5.1. The Client shall pay Subscription Fees to LxCP for User Subscriptions, Case Fees in accordance with this clause 5 and the Service Order Form.

5.2. The Subscription Fees for Services are set out in the Service Order Form.

5.3. The Client shall provide valid, up-to-date direct debit mandates and complete debit or credit card details to LxCP. The Client acknowledges, agrees and authorises LxCP to:

(a) bill on such direct debit mandates or debit or credit card for Subscription Fees payable by the Client to LxCP;

(b) keep details of such direct debit mandates or debit or credit card and bill on it for further purchases, such as access for additional Authorised Users; and / or

(c) if applicable, keep details of such direct debit mandates or debit or credit card and automatically bill on it for subscription with auto-renewal until cancellation of such subscription.

5.4. If any fees, including Subscription Fees, are payable to LxCP by the Client, and the Client fails to pay such fees, LxCP is entitled to deactivate its Account immediately without notice and any information, including but not limited to contact and payment information, used for the registration of that Account might be disallowed for registering new Account indefinitely.

5.5. All paid fees, including but not limited to Subscription Fees, are non-refundable. If the Client cancels its purchased subscription, the remaining balance shall be forfeited upon expiry of Subscription Term.

5.6. LxCP shall, at its sole discretion and at any time, be entitled to adjust Subscription Fees and any other fee (e.g., administration fee) payable by the Client to LxCP in respect of any subscription in relation to Services, such as subscription for additional Authorised Users.

6. CONFIDENTIALITY

6.1. Regardless of how information is recorded or preserved, Confidential Information means any and all confidential information disclosed by a Party or its representatives or affiliates to the other Party and that Party’s representatives (i.e., in relation to a Party, its agents, employees, officers, contractors, subcontractors, advisers or consultants), whether before, on or after the date of this Agreement, in connection with this Agreement, including but not limited to:

(a) any information that would be regarded as confidential by a reasonable person relating to (i) the business, assets, affairs, customers, clients or suppliers of the disclosing party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party;

(b) any information developed by the Parties in the course of carrying out this Agreement;

(c) details of Services and Documentation, and the results of any performance tests of Services, as LxCP’s Confidential Information; and

(d) Client’s Data, as the Client’s Confidential Information.

For the avoidance of doubt, the Parties do not make any express or implied representation or warranty with regard to their Confidential Information.

6.2. Each Party shall keep the other Party’s Confidential Information secret and confidential, and shall not:

(a) use such Confidential Information except for the performance of its rights and obligations under this Agreement;

(b) disclose such Confidential Information in whole or in part to any party in any way, except pursuant to clauses 6.3 and 6.4.

6.3. A Party may disclose the other Party’s Confidential Information to those of its Representatives strictly on a need-to-know basis, provided that

(a) such Representatives are informed of the confidential nature of Confidential Information at the time of disclosure; and

(b) the disclosing Party is, at all time, responsible for such Representatives’ compliance with this clause 6.

6.4. A Party may disclose Confidential Information if such disclosure is compelled by Applicable Law, regulations, judicial orders, rulings by regulatory body with competent jurisdiction, provided that the Party who is legally compelled to make such disclosure shall, to the extent permitted by law, prior (or, if not legally permitted, promptly) notify the other Party of the circumstances in which it is being legally compelled and strictly restrict such disclosure to the extent required thereunder.

6.5. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this Agreement.

6.6. On termination or expiry of this Agreement, and to the extent technologically and legally practicable, each Party shall:

(a) destroy or return to the other Party all documents and materials including their copies, containing, reflecting, incorporating, or based on the other Party’s Confidential Information; and

(b) erase all the other Party’s Confidential Information from any devices and communication systems used by the Party, including such systems and data storage services provided by third parties.

Upon the other Party’s request, each Party shall certify in writing to the other Party that this clause has been complied with.

6.7. This clause 6 does not and shall not apply to any Confidential Information that

(a) is or becomes generally available to the public other than as a result of its disclosure by the receiving Party or its representatives in breach of this clause 6;

(b) was available to the receiving Party on a non-confidential basis before the other Party’s disclosure; or

(c) was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party.

7. PERSONAL DATA PROTECTION

7.1. Unless expressly stated otherwise in this Agreement, the definitions in article 4 of UK GDPR” apply.

7.2. Both the Client and LxCP shall act in accordance and fully comply with all applicable Personal Data Protection Law.

7.3. The Parties acknowledge that for the purposes of Personal Data Protection Law, the Client is the Controller and LxCP is the Processor.

7.4. The Client shall ensure having all necessary appropriate consents and notices in place and maintain the validities of all such consents and notices throughout Subscription Term to enable lawful transfer of the personal data to LxCP for the performance of this Agreement.

7.5. Having regard to the technological development and the cost of implementation, LxCP shall ensure appropriate technical and organisational measures in place to protect the security and confidentiality of personal data, and to prevent unauthorised or unlawful processing and accidental loss, destruction, or damage of personal data.

7.6. LxCP shall ensure that all personnel who have access to and / or process such personal data are obliged to fully comply with all applicable Personal Data Protection Law, and only process personal data supplied by the Client.

7.7. LxCP shall, unless otherwise required by any Applicable Law, use all reasonable endeavours to delete or at least archive beyond use, the personal data described in clause 7.6 from its database within 12 months following the termination of this agreement.

7.8. LxCP shall notify the Client on becoming aware of personal data breach without undue delay.

7.9. LxCP shall not transfer any personal data to any third party, unless prior written consent of the Client has been obtained and there are appropriate safeguards for the transfer, including appropriate personal data processing agreement for subcontracting personal data processing, or in case of any transfer outside of the United Kingdom where is not covered by the adequacy regulations pursuant to UK GDPR, international data transfer agreement pre-approved by Information Commissioner’s Office of the United Kingdom.

8. INFORMATION SECURITY

8.1. LxCP has in place and maintains information security and data protection safeguards against the destruction, loss, theft, unauthorised access or use, or alteration or modification of Confidential Information, including Client’s Data, in the possession of LxCP, and from time to time enhances these safeguards in accordance with changes of regulatory requirements.

8.2. LxCP uses reasonable commercial endeavours to, without guarantee, maintain its information security measures up to ISO 27001 standards, and has deployed advanced authentication technology to grant access to Authorised Users.

8.3. LxCP shall, at a minimum, update its policies to remain compliant with Applicable Law, including those under UK GDPR and other information privacy related laws and regulations.

9. FINANCIAL SERVICES COMPLIANCE

9.1. Financial Conduct Authority (FCA) Exemption Statement

(a) LexClearing Probate Limited (“LxCP”) is exempt from the Payment Services Regulations (PSR) 2017 and not a Payment Initiation Service Provider (PISP) as per exemptions (b) and (j) of Schedule 1 Part 2 of The Payment Services Regulations 2017.

(b) LxCP is a platform for professional services companies to manage estate administration and asset clearing in connection with Estates in Administration for their clients. LxCP’s platform is primarily a commercial agent running a limited network of companies and communicated customer details and card and payments data via several Application Programming Interfaces (APIs) supplied by the following FCA Regulated Suppliers that are regulated by the FCA e-money and payment services regulations:

1. GoCardless Ltd – FCA Reg: 597190

2. Token.io Ltd – FCA Reg: 795904

(c) Clients of LxCP will enter into separate agreements with the listed FCA suppliers to use Account Information Services and Payment Initiation Services available on the LxCP platform.

10. THIRD PARTY PROVIDERS

10.1. The Client acknowledges that Services may enable or assist the Client to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites or applications and that the Client does so solely at the Client’s own risk. LxCP makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with any such third-party website or application, or any transaction completed, and any contract entered into by the Client, with any such third party. Any contract entered into and any transaction completed via any third party website or application is between the Client and the relevant third party, and not LxCP. LxCP recommends that the Client refers to the third party’s relevant terms and conditions and privacy notice prior to using the relevant third-party’s services. LxCP neither endorses nor approves any third-party services or website or application contents made available via Services or Documentation.

11. LxCP’S OBLIGATIONS

11.1. LxCP undertakes to perform Services properly pursuant to this Agreement and Documentation with reasonable skill and care. This undertaking does not apply to any nonconformance which is caused by any use of Services contrary to LxCP’s instructions, or any modification or alteration of Services by any party other than LxCP or contractors or agents duly authorised by LxCP.

11.2. If Services do not conform with the undertaking set out in clause 11.1, LxCP shall, at its own expense, use reasonable commercial endeavours to correct any such nonconformance promptly, or provide an alternative means of accomplishing the desired performance to the Client.

11.3. LxCP shall have a data archiving procedure compliant with Applicable Law in place throughout the provision of Services and backup data supplied by the Client in accordance with such procedure.

12. THE CLIENT’S OBLIGATIONS

12.1. The Client shall:

(a) provide to LxCP all necessary cooperation for the provision of Services pursuant to this Agreement;

(b) comply with all Applicable Laws with respect to its activities under this Agreement;

(d) ensure Authorised Users to access and use Services and Documentation in accordance with this Agreement, and be responsible for any breach of this Agreement made or caused by any of Authorised Users;

(e) obtain and shall maintain all necessary licences, consents and permissions necessary for LxCP, its contractors and agents to perform their obligations under this Agreement, including but not limited to the provision of Services; and

(f) ensure that its network and systems comply with the relevant specifications and requirements supplied by LxCP from time to time.

13. INTELLECTUAL PROPERTY

13.1. The Client acknowledges and agrees that LxCP and / or its licensors are the owners of all Intellectual Property Rights subsisting in any part of Services and Documentation. Unless otherwise expressly and clearly specified herein, this Agreement does not grant the Client any Intellectual Property Rights or any other rights or licences in respect of Services or Documentation.

13.2. LxCP confirms that it has all the rights in relation to Services and Documentation that are necessary to grant all the rights it purports to grant under and in accordance with this Agreement.

13.3. Unless permitted by any Applicable Law which cannot be excluded by agreement between the Parties under Applicable Law, the Client shall not and shall not attempt to:

(a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(b) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Software.

14. WARRANTIES

14.1. The Parties represent and warrant to each other that:

(a) it has all the necessary rights, power, and authority to enter into this Agreement; and

(b) it has and shall maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

14.2. The Client represents and warrants to LxCPthat it has all the necessary rights, power, and authority to supply any material, information and content to LxCP in order to access and use Services, and all supplied materials, information and contents are free from any infringement or violation of any third-party rights.

14.3. The Client expressly waives its right to enforce its Intellectual Property Rights, including the associated rights such as moral rights, in any material, information or content against LxCP in connection with any access or use of Services or Documentation.

15. INDEMNITIES

15.1. The Client shall defend, indemnify and hold harmless LxCP against claims, actions, proceedings, losses, expenses and costs (including but not limited to reasonable legal costs and disbursements) and / or damages (incurred or suffered by or awarded against LxCP) arising out of or in connection with the Client’s use of Services and / or Documentation.

15.2. LxCP shall defend the Client, its officers, directors and employees against any claim that, during Subscription Term, the Client’s access or use of Services and / or Documentation in accordance with this Agreement infringe third party’s Intellectual Property Rights or confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgement or settlement of such claims, provided that the Client:

(a) notifies LxCP about any of such claim immediately upon the Client’s receipt or awareness of such claim;

(b) does not make any admission or otherwise attempt to compromise or settle the claim;

(d) gives sole and complete authority to LxCP to defend and / or settle such claim.

15.3. In the defence or settlement of claims in relation to Services, LxCP may replace or modify Services for the Client to continue to access and use Services without infringing or allegedly infringing third parties’ rights; if such replacement or modification is not reasonably practicable, LxCP may terminate this Agreement by giving two (2) Business Days’ notice to the Client without any additional liability or obligation to pay any liquidated damages or any other costs to the Client.

15.4. In no circumstances shall LxCP, its employees, agents, contractors and subcontractors be liable to the Client to the extent that the infringement or alleged infringement is established on:

(a) any modification or alteration of Services or Documentation in whole or in part by anyone other than LxCP;

(b) the Client’s access or use of Services or Documentation in a manner inconsistent with the instructions given to the Client by LxCP; or

(c) the Client’s access or use of Services or Documentation after notice of the infringement or alleged infringement from LxCP or any appropriate authority.

16. DISCLAIMERS

16.1. LxCP uses reasonable commercial endeavours to provide and keep its Services and Documentation safe and secure, error- and Virus-free and smooth operation, but LxCP does not and cannot guarantee the Client to have undisrupted access to or use of Services and Documentation, and operation or performance of any part of Services, including Software, may be unstable or have delays beyond LxCP’s control.

16.2. LxCP does not and cannot be responsible for any delays, delivery failures, or any other loss or damage resulting from any transfer of data over communication networks and facilities, including the Internet. The Client acknowledges that Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communication facilities.

16.3. To the maximum extent permitted by law, LxCP makes no warranty or representation of any accuracy, completeness, reliability, validity and quality of any content (e.g., any figures in relation to tax matters, etc.) provided as part of Services.

16.4. To the maximum extent permitted by law, Software (e.g., any tool provided for payable tax calculation, etc.) and Documentation operated or provided by LxCP are operated and provided “as is”, “as available” and “with all fault”, and LxCP expressly disclaims any and all express or implied warranties, including but not limited to accuracy, completeness, reliability, validity and quality.

17. LIMITATION OF LIABILITIES

17.1. The Client acknowledges and agrees to have the sole responsibility for its access and use of Services and Documentation as well as all results of such access and use and any conclusion drawn from such results. LxCP does not have any liability for any damage caused by any error or omission in any information, instruction or scripts supplied to LxCP by the Client in connection with Services, or any action or inaction taken by LxCP on the Client’s instruction or direction.

17.2. With respect to any breach of the undertaking set out in clause 11.1, the correction or substitution described in clause 11.2 constitutes the sole and exclusive remedy.

17.3. In the event of any loss or damage to Client’s Data, the Client's sole and exclusive remedy against LxCP shall be for LxCP to use reasonable commercial endeavours to restore the lost or damaged Client’s Data from the latest back-up of such Client’s Data maintained by LxCP in accordance with the data archiving procedure described in clause 11.3. LxCP shall not be responsible for any loss, destruction, alteration or disclosure of Client’s Data caused by any third party unless such third party is authorised or contracted by LxCP to perform processing of Client’s Data such as maintenance and back-up, for which LxCP shall remain fully liable.

17.4. LxCP, including its directors, employees, agents, contractors and subcontractors, shall not be liable to the Client in contract, tort of negligence or otherwise for any loss (including but not limited to information, profits, opportunities, goodwill, etc.) which is not and cannot be reasonably foreseen by LxCP arising, directly or indirectly, from:

(a) accessing or using Services or Documentation;

(b) delay or disruption of Services;

(d) any action, inaction or omission by any party; or

(e) any action taken by LxCP pursuant to this Agreement, including but not limited to deactivation of Account under clauses 2.4, 4.3 and 5.4.

17.5. Subject to clauses 17.2 and 17.3, if LxCP is found liable to the Client, its maximum aggregate liability to the Client arising from such event or series of connected events is limited to £1,000. Notwithstanding, LxCP’s liability for death or personal injury resulting from LxCP’s negligence or fraudulent misrepresentation shall not be excluded or limited.

18. TERM

18.1. Unless otherwise terminated pursuant to clause 19, this Agreement shall commence on the date of the Client’s successful payment of the initial Subscription Fees (“Effective Date”) and shall continue automatically on the term set out in the Service Order Form and the Automatic Renewal Date unless:

(a) either Party gives, in writing, the required notice period set out in the Service Order Form; or

(b) termination pursuant to clause 19.

19. TERMINATION

19.1. 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:

(a) 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 seven (7) days after being notified in writing to make such payment;

(b) the other Party commits a material breach of any other term of this Agreement and, if such breach is remediable, fails to remedy such breach within a period of fourteen (14) days after being notified in writing to do so;

(c) 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 Insolvency Act 1986 (“IA”) 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 IA, or being an individual is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986, or being a partnership has any partner to whom any of the foregoing apply;

(d) the other Party applies to court for, or obtains, a moratorium under Part A1 of IA;

(e) the other Party commences negotiations with any or all 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;

(f) 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;

(g) an application is made to court, or 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;

(h) the holder of a qualifying floating charge over the assets of that other Party (being a company, partnership or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i) 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;

(j) 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 of process is not discharged with fourteen (14) days;

(k) 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 clause 19.1 (c) – (j);

(l) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(m)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; or

(n) there is a Change of Control of the other Party.

19.2. On termination or expiry of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all access and use of Services and Documentation;

(b) each Party shall return and make no further use of any equipment, property, Documentation and any other items and their copies belonging to the other Party;

(c) LxCP may destroy or otherwise dispose of any Client’s data in LxCP’s possession unless LxCP receives, no later than fourteen (14) days after the date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent backup of Client’s Data. LxCP shall use reasonable commercial endeavours to deliver the backup to the Client within thirty (30) days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due on the date of termination). The Client shall pay all reasonable expenses incurred by LxCP in returning or disposing Client’s Data;

(d) 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 this Agreement which existed on or before the date of termination shall be neither affected nor prejudiced.

20. FORCE MAJEURE

20.1. Neither Party shall be in breach of this Agreement nor liable for delay in performing or failure to perform any of its obligations under this Agreement if such delay or failure is resulted from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for one (1) month, the unaffected Party may terminate this Agreement by giving seven (7) days written notice to the affected Party.

21. CONFLICT

If there is any inconsistency between any of the provisions of this Agreement and Subscription Form, the provisions of this Agreement shall prevail.

22. VARIATION

22.1. No variation of this Agreement shall be effective unless it is agreed in writing and signed by the Parties.

23. NON-WAIVER

23.1. A waiver of any right or remedy is only effective if it is given in writing explicitly and specifically, and it shall not and cannot be deemed as a waiver of any subsequent or associated right or remedy.

23.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

24. RIGHTS AND REMEDIES

24.1. The rights and remedies provided under this Agreement are in addition to and not exclusive of any rights or remedies provided by Applicable Law except as expressly specified in this Agreement.

25. SEVERANCE

25.1. 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.

25.2. If any provision or part-provision of this Agreement is deemed deleted pursuant to clause 25.1, 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.

26. ENTIRE AGREEMENT

26.1. This Agreement and Subscription Form constitute the entire agreement between the Parties which supersedes and extinguishes any and all previous and contemporaneous agreements, promises, assurances and understandings between the Parties, whether written or oral, relating to the subject matter of this Agreement.

26.2. Each Party acknowledges and agrees that, in entering 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 is this Agreement.

26.3. Each Party acknowledges and agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

26.4. For the avoidance of doubt, nothing in this clause 26 shall limit or exclude any liability for fraud.

27. ASSIGNMENT

27.1. The Client shall not assign, novate, transfer, charge, subcontract or in any other manner deal with any and all rights, interests or obligations under this Agreement without prior written consent from LxCP.

28. NO PARTNERSHIP AND AGENCY

28.1. Nothing in this Agreement operates, shall operate, or is intended to 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 or assumption of any obligation or liability, or the exercise of any right or power.

29. THIRD PARTY RIGHTS

29.1. Other than the Parties to this Agreement and, where applicable, their successors and permitted assigns, this Agreement does not confer any rights on any person or party pursuant to Contracts (Rights of Third Parties) Act 1999.

30. NOTICES

30.1. Notices given under this Agreement by either Party shall be in writing and emailed to the designated email addresses addressing to the designated addressees specified in Subscription Form, which will be deemed sufficient and received in the next Business Day such notice is sent.

30.2. Clause 30.1 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other alternative dispute resolution methods.

31. GOVERNING LAW AND JURISDICTION

31.1. 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 interpreted in accordance with the law of England and Wales.

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

32. MISCELLANEOUS

32.1. This Agreement shall not prevent LxCP from entering into similar agreement with any third party, or from independently developing, using, selling or licensing documentation, products and / or services which are similar to those provided to the Client pursuant to this Agreement.

33. SURVIVAL

33.1. Clause 6 survives for a period of two (2) years from termination or expiry of this Agreement.

33.2. Clause 31 survives from termination or expiry of this Agreement.