Hanover User License Terms

Hanover is a brand of Cleversteam Limited, a company incorporated in England with company number 07362371, whose registered office address is at Suite E, Digital House, 44 Simpson Street, Liverpool, L1 0AX (hereinafter referred to as “Hanover”, “we” or “us”).
These terms and conditions (this “Agreement”) govern the relationship between Hanover and its customers (hereinafter referred to as the “Customer” or “you”) regarding the supply of the Services (as defined below).
Agreed terms
1. Interpretation
The definitions in this clause apply in this Agreement.
1. Authorised Users: those employees, staff and contractors of the Customer who are authorised by the Customer to access and make use of the Software under this Agreement.
2. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
3. Commencement Date: the date of the commencement of the Services.
4. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information under the terms of clause 9.
5: Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
6. Customer: the company, partnership or individual who registers for a customer account with Hanover.
7. Customer Data: the data inputted into the information fields of the Software by the Customer, Authorised Users, or Hanover on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
8. Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
9. Fees: the fees payable by the Customer to Hanover for the Services (which shall include the addition of VAT where applicable at the prevailing rate).
10. Pay-Per-Use Features: those features available to the Customer and Authorised Users that incur charges based on actual usage, as further detailed in clause 7.
11. Platform: the website www.hanovercrm.com and its associated web application.
12. Services: the access to and use of the Software for the duration of this Agreement.
13. Software: Hanover’s proprietary software application provided to the Customer under this Agreement.
14. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
15. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
16. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
2. Licence
2.1 Subject to the Customer’s payment of the Fees, compliance with the terms and conditions of this Agreement, and provided there are no breaches of this Agreement, Hanover hereby grants the Customer a non-exclusive, non-transferable licence to use the Software and Services for the duration of this Agreement. This licence extends to permitting Authorised Users to utilise the Software and Services for the duration of this Agreement.
2.2 The Customer and Authorised Users shall not access, store, distribute or transmit any Viruses, or any material during the course of their use of the Software and/or Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Hanover reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's and Authorised Users’ access to any material that breaches the provisions of this clause.
2.3 The Customer and Authorised Users shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(b) access all or any part of the Software in order to build a product or service which competes with the Software;  
(c) use the Software to provide services to third parties;
(d) unless approved by Hanover in accordance with this Agreement, license, sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Software available to any third party,
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Software, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into Hanover’s network and information systems.
2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Software and, in the event of any such unauthorised access or use, promptly notify Hanover.
2.5 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer.
3. Services
3.1 Hanover shall provide the Services and make the Software available to the Customer for the duration of this Agreement, subject to the terms herein.
3.2 The Customer and Authorised Users will be able to access the Software through the Hanover website. Whilst the dashboard is fully functional through most browsers, Hanover does not warrant that it will be fully accessible or operational with all browsers. Hanover gives no warranty or guarantees over the quality, accuracy or completeness of any results which may be obtained by using the Software.
3.3 Hanover will use reasonable efforts to ensure that the Software and Services are available as consistently as possible. However, uninterrupted availability of the Software and Services cannot be guaranteed by Hanover.
3.4 The Customer acknowledges that the Software and Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance. Hanover will use reasonable efforts to provide advance notice of any maintenance that may affect the availability of the Software and Services.
3.5 In the event of downtime, Hanover will work promptly to restore the Software and Services to full functionality, employing reasonable efforts to minimise any disruption to the Customer.
3.6 Hanover will use reasonable efforts to provide support for the most current versions of Apple and Android operating systems. Notwithstanding the foregoing, Hanover does not warrant compatibility with any specific operating system version or release.
3.7 Hanover will, as part of the Services and at no additional cost to the Customer, provide customer support services through Zendesk Intelligent Triage System and Zendesk Online Knowledge Base for Administrators (Support Services), subject to their availability. Hanover reserves the right to modify, suspend or discontinue any aspect of the Support Services at its sole discretion, provided that reasonable notice is given to the Customer. The Customer acknowledges that the Support Services are subject to the terms and conditions of third-party providers and that Hanover shall not be liable for any limitations, outages or modifications imposed by such third parties.
3.8 Hanover is committed to continuously improving its understanding of how customers use the Software. To support this effort, Hanover may collect, store and analyse data regarding the Customer's use of the Software, including but not limited to feature usage data, IP addresses and browser types. This information will be used solely to enhance the functionality and user experience of the Software and to support the Customer's uptake and engagement with the Software's features.
4. Customer data
4.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
4.2 The Customer hereby grants to Hanover a royalty-free, non-exclusive, non-transferable licence to process the Customer Data solely to the extent necessary for Hanover to fulfil its obligations under this Agreement.
4.3 Hanover shall follow its standard archiving procedures for Customer Data.
4.4 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Hanover shall be for Hanover to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Hanover in accordance with its standard archiving procedures. Hanover shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
4.5 The Customer can download or export its Customer Data at any time. Instructions on how to do so are available on the Platform.
4.6 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
4.7 The parties acknowledge that:
(a) if Hanover processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the Customer is the controller and Hanover is the processor for the purposes of the Data Protection Legislation.
(b) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Hanover’s other obligations under this Agreement.
4.8 Without prejudice to the generality of clause 4.6, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Hanover for the duration and purposes of this Agreement so that Hanover may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf.
4.9 Without prejudice to the generality of clause 4.6, Hanover shall, in relation to any personal data processed in connection with the performance by Hanover of its obligations under this Agreement:
(a) process that personal data only on the documented written instructions of the Customer unless Hanover is required by the laws of any member of the European Union or by the laws of the European Union applicable to Hanover and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Hanover is relying on Applicable Laws as the basis for processing personal data, Hanover shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Hanover from so notifying the Customer;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or Hanover has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Hanover complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) Hanover complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(c) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d) notify the Customer without undue delay on becoming aware of a personal data breach;
(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of this Agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and immediately inform the Customer if, in the opinion of Hanover, an instruction infringes the Data Protection Legislation.
4.10 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
5. Customer's obligations
5.1 The Customer shall:
(a) provide Hanover with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by Hanover; in order to provide the Services, including but not limited to Customer Data, security access information and software interfaces to the Customer's other business applications;
(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Hanover may adjust any agreed timetable or delivery schedule (where applicable) as reasonably necessary;
(d) ensure that the Authorised Users use the Software and Services in accordance with the terms and conditions of this Agreement;
(e) be solely responsible and liable for any and all breaches, failures, acts or omissions of the Authorised Users;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Hanover, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Hanover from time to time;
(h) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Hanover’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(i) promptly notify Hanover in writing without undue delay, and in any event within 24 hours, upon becoming aware of:
(i) any actual or suspected data breach, including but not limited to unauthorised access, disclosure, loss, destruction or alteration of data processed pursuant to this Agreement;
(ii) any breach or potential breach of the terms of this Agreement by the Customer or any Authorised User; and
(iii) any unauthorised access to, or use of, the Services or Software, including any suspected security incidents or vulnerabilities that could impact Hanover’s systems.
5.2 The Customer shall maintain a written, up to date list of current Authorised Users and provide such list to Hanover within 7 Business Days of Hanover’s written request at any time or times.
6. Charges and payment
6.1 The Customer shall pay the Fees for the Services, which shall be communicated in writing by Hanover.
6.2 On the Commencement Date, the Customer shall provide Hanover with valid, up-to-date, and complete payment information acceptable to Hanover, which Hanover shall keep on file. This includes any necessary bank or financial account details, or other approved methods of payment, along with all relevant contact and billing details necessary to process payments for the Services. In accordance with Hanover's standard billing procedure, the Customer's account will be automatically charged on a monthly basis. Should the Customer prefer to utilise an alternative payment method, prior approval from Hanover must be sought.
6.3 If Hanover has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of Hanover:
(a) Hanover may, without liability to the Customer, disable access to all or part of the Software and/or Services and Hanover shall be under no obligation to provide any or all of the Software and/or Services while the payments concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays’ Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
6.4 All amounts and fees stated or referred to in this Agreement:
(a) are non-cancellable and non-refundable; and
(b) are exclusive of value added tax, which shall be added to Hanover’s invoice(s) at the appropriate rate (where applicable).
6.5 Hanover reserves the right to increase the Fees charged for the Services on an annual basis. Hanover will provide the Customer with reasonable notice prior to the implementation of such changes.
7. Pay-Per-Use Features
7.1 In addition to the Fees outlined in clause 6, Hanover offers certain Pay-Per-Use Features, which shall be billed based on actual usage by the Customer or Authorised Users. The specific features and their corresponding costs are as follows:
(a) USD$0.12 per SMS message sent via the Software;
(b) USD$0.50 per reference request made through the Software; and
(c) USD$2.00 per electronic disclosure form signed and released through the Software.
7.2 Costs associated with Pay-Per-Use Features will be automatically charged to the payment card which Hanover has on file, or added to your subsequent invoice. Additionally, Hanover reserves the right, at its discretion, to issue invoices for any such features.
7.3 Hanover reserves the right to introduce additional Pay-Per-Use Features, modify existing features, and adjust the associated fees at any time.
7.4 Hanover makes no representation, warranty or guarantee as to the availability, quality, reliability or suitability of the Pay-Per-Use Features. The Customer acknowledges that certain Pay-Per-Use Features may be operated, controlled or facilitated by third-party providers, and Hanover shall have no liability whatsoever for any unavailability, performance issues, disruptions, inaccuracies or failures related to such third-party services. The Customer agrees that Hanover shall not be responsible for any errors, omissions or damages arising from the use of or reliance on such third-party services.
7.5 Hanover shall not be liable for the content of any messages sent by the Customer or Authorised Users through the use of the SMS messaging feature.
8. Proprietary rights
8.1 The Customer acknowledges and agrees that Hanover and/or its licensors own all intellectual property rights in the Software and Services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under, or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services, or any related documentation.
8.2 Notwithstanding any other provision in this Agreement, should the Customer commission (or seek to commission) any specific features or functionalities (Commissioned Features) to be added, incorporated, or integrated into the Software, the Customer must first transition to an Enterprise level customer of Hanover. As a result, the Customer will be required to migrate from this subscription-based agreement to an Enterprise level agreement with Hanover, which shall govern the terms of such commissioned development and ongoing use of the Software.
9. Confidentiality
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2 Subject to clause 9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms and conditions of this Agreement.
9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.6 Hanover acknowledges that the Customer Data is the Confidential Information of the Customer.
9.7 The Customer hereby grants Hanover a non-exclusive, royalty-free, perpetual licence to reference the Customer as a client and to use and reproduce the Customer’s name, logo, and screenshots of the Customer’s website in Hanover’s website, promotional materials and other marketing collateral. This licence shall remain in effect unless and until the Customer provides Hanover with a written request to cease such use, upon which Hanover shall make reasonable efforts to comply within a commercially reasonable timeframe.
9.8 The above provisions of this clause 9 shall survive termination of this Agreement, however arising.
10. Warranties and Indemnity
10.1 The Customer warrants, represents and undertakes that:
(a) any Customer Data and any information, specifications or materials provided to Hanover will not infringe any intellectual property or other rights of any third party (including but not limited to framing and linking to third party websites and/or third-party proprietary material) and shall comply with all applicable laws, including Data Protection Legislation;
(b) it has supplied and shall continue to supply accurate replies, information and specifications in response to all of Hanover’s enquiries, requests for information and specifications in respect of all matters relating to the Services;
(c) it shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Software and Services;
(d) it shall not use the Software for any unlawful or unethical purposes;  (e) it has obtained all necessary rights, licenses, and consents for any third-party software, data, or content it integrates, uploads or processes using the Software;
(f) it shall implement and maintain appropriate technical and organisational security measures to prevent unauthorised access, data breaches and misuse of the Software;
(g) it shall provide all necessary cooperation, documentation and access reasonably required by Hanover to deliver the Services effectively;
(h) its use of the Software and Services shall not infringe upon the intellectual property, confidentiality, or other proprietary rights of any third party; and
(i) it shall ensure that all Authorised Users comply with these warranties and all other terms and conditions set out in this Agreement.
10.2 The Customer shall defend, indemnify and hold harmless Hanover against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with;
(a) the Customer's and Authorised Users’ use of the Software and/or Services;
(b) any breach of the warranties or any other obligations set out in this Agreement, including but not limited to those specified in clause 10.1;
(c) any unauthorised use, modification, or access to the Software and/or Services by the Customer; and
(d) any failure by the Customer to comply with applicable laws and regulations in relation to the use of the Software and/or Services.
10.3 Hanover, its employees, agents and sub-contractors shall not be liable for any claims alleging infringement of third-party intellectual property rights arising from:
(a) any modification of the Software made by any party other than Hanover; or
(b) the Customer's use of the Software and/or Services in a manner that is contrary to Hanover’s instructions; or
(c) the Customer's continued use of the Software and/or Services after receiving notice of the alleged or actual infringement from Hanover or any appropriate authority.
11. Limitation of liability
11. 1Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Software and Services by the Customer, and for conclusions drawn from such use. Hanover shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Hanover by the Customer in connection with the Software and/or Services, or any actions taken by Hanover at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law a are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Software and Services are provided to the Customer (including any Authorised Users) on an "as is" basis.
11. 2 Nothing in this Agreement excludes the liability of Hanover:
(a) for death or personal injury caused by Hanover’s negligence; or
(b) for fraud or fraudulent misrepresentation.
11.3 Subject to clause 11.2:
(a) Hanover shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
(b) Hanover’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.
11.4 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Hanover’s intellectual property rights.
12. Term and termination
12. 1This Agreement shall commence on the Commencement Date and continue on a rolling monthly basis unless terminated by either party in accordance with clause 12.2 or by Hanover in accordance with clause 12.3.
12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement by providing at least 30 days’ prior written notice to the other party.
12.3 Without affecting any other right or remedy available to it, Hanover may terminate this Agreement with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the Customer or Authorised Users commit a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fail to remedy that breach within a period of 7 days after being notified in writing to do so;
(c) the Customer or Authorised Users repeatedly breach any of the terms and conditions of this Agreement in such a manner as to reasonably justify the opinion that their conduct is inconsistent with them having the intention or ability to give effect to the terms and conditions of this Agreement;
(d) the Customer takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), including but not limited to engaging in negotiations aimed at rescheduling its debts, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver, administrative receiver, or similar official appointed over any of its assets, ceasing to carry on business, declaring insolvency or bankruptcy, facing execution, attachment, sequestration or other similar processes against its assets not discharged within 14 days, or taking any analogous step or action in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the aforementioned events;
(e) the Customer’s financial position deteriorates to such an extent that in Hanover’s opinion, the Customer’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or
(f) there is a change of control of the Customer.
12.4 On termination of this Agreement for any reason:
(a) the Customer shall promptly settle all outstanding payments due to Hanover for Services rendered prior to termination;
(b) all rights and licences granted under this Agreement shall immediately terminate;
(c) the Customer and Authorised Users shall immediately cease all use of the Software and Services, and shall uninstall or delete any Software, library or materials belonging to Hanover from their computer systems and communication devices;
(d) the Customer shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to Hanover;
(e) Hanover may destroy or otherwise dispose of any of the Customer Data in its possession; and
(f) 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 at or before the date of termination shall not be affected or prejudiced.
13. Force majeure
13.1 Hanover shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Hanover or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic or other public health emergency, or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
13.2 During such events, Hanover’s obligations under this Agreement may be suspended or extended as necessary, depending on the affected duration and scope of the force majeure event. Any adjustments to obligations will be subject to reasonable agreements made between both parties to accommodate the prevailing circumstances.
14. Variation
Hanover reserves the right to modify, amend, or update the terms and conditions set out in this Agreement from time to time. The Customer is encouraged to regularly review the latest version of this Agreement through their Customer dashboard. Any changes to this Agreement will become effective immediately upon their publication and will govern the use of the Software and Services from that date forward.
15. Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. 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.
17. Severance
17.1 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.
17.2 If any provision or part-provision of this Agreement is deemed deleted under clause 17.1, 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.
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 acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
19. Assignment
19.1 The Customer shall not, without the prior written consent of Hanover, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.2 Hanover may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
20. No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21. Third party rights
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. Notices
22.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to its main email address.
22. 2Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or
(c) if sent by email, at 9.00am on the next Business Day after transmission.
22.3 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.
23. Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
24. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have 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).