ROUTE1 AI - MASTER TERMS AND CONDITIONS

1  THIS AGREEMENT
1.1 ORDER OF PRECEDENCE
(a) Subject to clause 1.1(b) and unless otherwise expressly stated, in the event of any inconsistency between these terms and conditions and a Statement of Work, these terms and conditions will prevail to the extent of such inconsistency.
(b) Any Special Conditions set out in a Statement of Work that are:
(i) intended to replace an “Old Clause” with a “New Clause” (as indicated by the use of both columns), then the “New Clause” will replace and prevail over the clause in the Old Clause column entirely; and
(ii) intended to add a “New Clause” (as indicated by the use of only the New Clause column) are incorporated in these terms and conditions and will replace and prevail over any other terms to the extent of any inconsistency.

1.2 TERM OF THIS AGREEMENT
This agreement shall commence on the date that the first Statement of Work is accepted by the Client and shall continue until terminated in accordance with clause 13.

2 SERVICES
2.1 STATEMENT OF WORK
(a) These terms and conditions shall apply to all quotes, orders, scopes and proposals prepared by Route1 AI including any scope of work set out in an email (Statement of Work).
(b) The Client will be taken to have accepted these terms and conditions, and the relevant Statement of Work, if the Client informs or otherwise indicates to Route1 AI that the Client wishes for Route1 AI to proceed with the performing the Statement of Work after being notified of these terms and conditions, including if the Client sends Route1 AI a data set or client list to perform the Services on after becoming aware of these terms and conditions and the relevant Statement of Work.
(c) An additional Statement of Work will not limit or otherwise affect any other current Statement of Works between the parties.
(d) Route1 AI will provide the Client with the Services set out in each Statement of Work (Services).
(e) These terms will apply to all the Client’s dealings with Route1 AI, together with any additional terms and details included in a Statement of Work.

2.2 CHANGES TO STATEMENT OF WORK
(a) If the Client requests changes to Services or Deliverables which alter the scope set out in the relevant Statement of Work and require Route1 AI to perform additional work or incur additional costs (Changes), additional fees (Change Fee) as determined by Route1 AI shall apply.
(b) Unless otherwise agreed in writing, Route1 AI may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
(c) Route1 AI will only be required to perform Changes, if:
(i) Route1 AI agrees in writing to perform the Changes;
(ii) the Client confirms in writing that they wish for Route1 AI to proceed with the Changes and the relevant Change Fee; and
(iii) the Client pays the Change Fee.

2.3 SCOPE OF SERVICES
(a) Unless otherwise agreed, Route1 AI may, in its discretion:
(i) not commence work on any Services until the Client has paid any Fees or deposit which are required to be paid in advance in respect of such Services; and
(ii) withhold delivery of Services until the Client has paid any outstanding or overdue invoices for any Services.
(b) Any time frame agreed for the performance of the Services is indicative only and subject to change on notice by Route1 AI.
(c) The Client hereby grants Route1 AI the right to use the name of the Client to provide the Services, subject to any written directions of the Client. Nothing in this clause gives Route1 AI the right to enter into contracts on behalf of the Client and for the avoidance of doubt, Route1 AI is not appointed as an agent (unless otherwise agreed in writing) of the Client under this agreement.

2.4 SECURITY
(a) Route1 AI complies with ISO27001 in storing all information received by the Client (including but not limited to personal data about the Client and its employees and/or contractors (Client Organisational Data) and personal data about the Client’s customers (Client Customer Data)).
(b) Additional obligations about Route1 AI’s processing and storage of Client Customer Data are set out in clause 9.3.
(c) In the event that non-personal data which is shared with Route1 AI is lost or deleted, Route1 AI shall not be liable to the Client for any loss suffered. The Client must ensure it has its own back-ups of such data.

 
2.5 DISCLAIMER
The Client acknowledges and agrees that:
(a) all information provided as part of the Services is an opinion only, based on Route1 AI’s experience and best practice;
(b) Route1 AI does not guarantee any particular outcome, or any particular decision from any third party, on any issue, if the Client relies on the Services;
(c) it is the Client’s responsibility to comply with applicable law and regulations relevant to the Client’s business, including but not limited to employment, data protection and privacy law; and
(d) Route1 AI cannot and does not represent, warrant or guarantee that:
(i) the Services will be free from errors or defects;
(ii) messages sent through the Services will be delivered promptly, or delivered at all.

2.6 AI
(a) The Services are provided by artificial intelligence (AI) software.
(b) The Client is responsible for, at the Client’s cost, interacting with the AI in the Services and reviewing the output to ensure it meets the Client’s needs prior to being launched to customers.
(c) The Client may provide feedback to Route1 AI prior to the Services commencing on the responses of the AI in the Services.
(d) The Client acknowledges that because the Services utilise AI, the communications cannot be scripted.
(e) Once the Client approves the Services, the Client acknowledges and agrees that the AI will generate communications to its customers based on the Services approved by the Client, which may vary from the communications reviewed and approved by the Client.  
(f) Route1 AI shall not be in breach of this agreement, nor liable to the Client, for any communications by the Services which are not identical to the communications reviewed and approved by the Client.
(g) Route1 AI shall indemnify (subject always to clause 12a), the Client in respect of any communications by the Services which are substantially in breach of the Client’s lawful and reasonable instructions or which cause damage to the reputation of the Client, such as offensive communications.  

2.7 RELATIONSHIP
(a) The parties agree that the relationship of the parties is solely of client and service provider. Nothing in this agreement creates any relationship of employment, partnership, or agency.
(b) The parties must not do or say anything, which could be deemed to be harmful to the business, goodwill or reputation of the other party.

 
2.8 COMPLIANCE WITH LAWS
Route1 AI warrants that the Services shall not:
(a) (subject to clause 5.3), breach any applicable laws, rules and regulations (including any applicable data protection laws); or
(b) infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.

2.9 INSURANCE
Route1 AI shall take out and maintain, for the duration of the Term, the following insurance policies:
(a) £1,000,000 for any one claim for Professional Liability; and
(b) £1,000,000 for any one claim for Cyber Liability.

3 THIRD PARTY TERMS & CONDITIONS
(a) If the Services involve Route1 AI acquiring goods and services supplied by a third party on the Client’s behalf, the Client acknowledges that third party terms & conditions (Third Party Terms) may apply.
(b) Provided Route1 AI has notified the Client of the Third Party Terms, the Client agrees to any Third Party Terms applicable to any third party goods and services that are used in performing the Services or providing any deliverables, and Route1 AI will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

4 EXTERNAL PROVIDERS
Route1 AI may refer the Client to engage certain external third party providers (External Providers) (Referrals). The Client acknowledges that Route1 AI does not make any warranties in respect of such External Providers and will not be liable for any loss or damage the Client suffers by using such External Providers.

5 CLIENT OBLIGATIONS
5.1 PROVIDE INFORMATION
(a) The Client must provide Route1 AI with all documentation, information and assistance reasonably required by Route1 AI to perform the Services.
(b) The Client must provide feedback on all documents or other mock-ups provided to the Client within the timeframe specified by Route1 AI. If the Client delays in providing any feedback, there may be delays in the Services which Route1 AI will not be liable for.
(c) The Client must immediately inform Route1 AI if the Client plans to use the Services for a different purpose than the purpose for which Route1 AI was engaged to provide the Services (New Purpose). The Client must provide Route1 AI with all necessary information about the New Purpose to enable Route1 AI to evaluate the impact of the New Purpose on the Services and determine any changes to the Fee. The Client releases Route1 AI from all liability in relation to any loss or damage arising out of or in connection with the Client’s use of the Services for a different purpose or in a different context than the scope set out in the Statement of Work.
(d) The Client warrants that all information, documentation and other material it provides to Route1 AI for the purpose of receiving the Services, including company information, marketing information, financial records and commercial information, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.
(e) The Client releases Route1 AI from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.

5.2 ACCESS
The Client agrees to provide Route1 AI with access to the Client’s premises, personnel and systems to the extent required to perform the Services, as reasonably required by Route1 AI.

5.3 COMPLIANCE WITH LAWS
(a) The Client agrees that it will not by receiving or requesting the Services:
(i) breach any applicable laws, rules and regulations (including any applicable data protection laws); or
(ii) infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.
(b) The Client must inform Route1 AI of all applicable laws and regulations which may apply to the Client’s receipt of the Services or which govern the Client’s operations and shall or may apply to Route1 AI’s performance of the Service. Route1 AI makes no warranties or representations that the Services meet the requirements of such laws which are applicable to the Client’s operations, unless the Client notifies Route1 AI in writing of such laws prior to the Services commencing.
(c) The Client must ensure that they comply with all applicable laws and regulations in respect of products or services they offer or sell to any Converted Customer.

5.4 INSURANCE
(a) The Client acknowledges and agrees that it is responsible for insuring itself against its risks under and in connection with this agreement.
(b) The Client must ensure that it effects and maintains adequate insurance to cover the Client’s risks and liabilities under this agreement and any activities undertaken by the Client in connection with this agreement, including marketing campaigns, including as applicable to the particular activity, business insurance, professional indemnity insurance, errors and omissions insurance and public liability insurance.

5.5 INDEMNITY
The Client indemnifies Route1 AI from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of or in connection with the Client’s:
(a) Breach of this agreement;
(b) Receipt of the Services; or
(c) Offer, provision or delivery of any goods or services to a Converted Customer.

6 PAYMENT
6.1 FEES
(a) The Client must pay the Fees in the amounts, and in accordance with the Payment Terms, set out in the Statement of Work.
(b) To the maximum extent permitted under statutory provisions, any Fees paid in accordance with this agreement are non-refundable.
(c) Where the Fees include a Commission, the Client agrees to pay the Commission for the duration of the Commission Period.

6.2 INVOICES
Route1 AI will issue a valid invoice to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method set out in an invoice. The Fees become due and payable in accordance with an invoice regardless of whether the Client has approved any particular concepts or materials scheduled for approval at that time.

6.3 LATE PAYMENT
If the Client does not pay an amount due under this agreement on or before its due date:
(a) Route1 AI may suspend provision of the Services;
(b) Route1 AI may seek to recover the amount due by referring the matter to a collection agency; and
(c) without limiting any of Route1 AI’s other rights under these terms, the Client must pay Route1 AI statutory interest of 8% per annum on each amount outstanding, from the due date for payment to the date on which payment is received by Route1 AI, plus any other amount Route1 AI is entitled to claim under law including The Late Payment of Commercial Debts (Interest) Act 1998.

6.4 EXPENSES
Unless otherwise agreed:
(a) the Client agrees to reimburse Route1 AI for all reasonable expenses incurred by Route1 AI in connection with carrying out the Services subject to the prior agreement of the Client (or the Client’s nominated representative); and
(b) Any expenses invoices will be payable within 15 days of the invoice date by wire transfer to the account of Route1 AI.

6.5 VAT
Unless otherwise indicated, amounts stated in the Statement of Work do not include VAT. In relation to any VAT payable for a taxable supply by Route1 AI, the Client must pay the VAT subject to Route1 AI providing an invoice outlining the VAT.

6.6 CONVERSION MONITORING
The Client must provide Route1 AI with live, automated means of monitoring Conversions for the duration of the Term for the purpose of auditing the Conversions and Fees payable under this agreement.

 
7 ACCREDITATIONS
Unless otherwise agreed in writing:
(a) Route1 AI retains the right to:
(i) Include the Client in its list of clients; and
(ii) describe the Services as part of case studies (provided the Client consents in writing),
in Route1 AI’s websites for the purposes of recognition; and
(b) In connection with such uses under this clause, Route1 AI may:
(i) exercise such rights after termination of this agreement, and if the Client is no longer a client of Route1 AI, but provided it does not imply the Services are being currently provided;
(ii) be credited with authorship of the Services; and
(iii) refer to the Client, and use the Client’s name, logos and other branding (acting reasonably and without holding itself out as acting on behalf of the Client). 


8 CONFIDENTIALITY
8.1 CONFIDENTIALITY
(a) Except as contemplated by this agreement or a Statement of Work neither party shall permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
(b) This clause does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
(ii) information required to be disclosed by any law or regulation; or
(iii) information disclosed by Route1 AI to its subcontractors, independent contractors, officers, directors, employees, cloud storage providers, agents or professional advisers for the purposes of performing the Services or its obligations under this agreement.
(c) For the purposes of this clause 8.1, “Confidential Information” means information of or provided by a party to the other party under or in connection with this agreement (including any Statement of Work) that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge. 

9 DATA PROTECTION
9.1 DATA PROTECTION LEGISLATION AND GDPR
(a) Words and phrases in this clause 9 shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated, including without limitation the Privacy and Electronic Communications Regulations (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
(b) Each party shall comply with the terms of the Data Protection Legislation.

 
9.2 PROCESSING THE CLIENT’S ORGANISATIONAL DATA
(a) During and after the delivery of the Services, the Client agrees that Route1 AI will be processing personal data of the Client (excluding Client Customer Data, which is processed pursuant to clause 9.3) for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(i) Route1 AI providing Services as specified in the Statement of Work;
(ii) Route1 AI may process and transfer personal data as necessary to effect a re-organisation of its business; and
(iii) Route1 AI may share personal data with other legal or professional advisers used by us to provide the Client with legal or professional services.
(b) By accepting this agreement the Client gives positive consent for Route1 AI to obtain, store and process information about the Client as described in the preceding paragraphs. The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Route1 AI with personal data. It is also a term of this agreement that any personal data supplied by Route1 AI to the Client about employees/independent contractors of Route1 AI may only be used for the express purposes for which that information is provided to the Client.

 
9.3 CLIENT’S CUSTOMER DATA
(a) As part of the provision of the Services, Route1 AI may process on the Client’s behalf as a processor any personal data the Client has provided to Route1 AI including without limitation customer or potential customer data which the Client supplies to Route1 AI to perform the Services (Client Customer Data).
(b) The Client warrants they have complied with the Data Protection Legislation at all times in respect of the collection and sharing of the Client Customer Data, including obtaining all required consents for Route1 AI to process the Client Customer Data as contemplated by this agreement.
(c) The Client shall indemnify Route1 AI in respect of any liability, cost, damage, claim or expense arising out of or in connection with the Client’s breach of clause 9.3(b).
(d) Route1 AI shall, in relation to any Client Customer Data processed in connection with this agreement:
(i) process that Client Customer Data only on written instructions of the Client as detailed in Schedule 1 as updated from time to time;
(ii) keep the Client Customer Data confidential;
(iii) comply with the Client’s data protection policy and other relevant policies made available to Route1 AI;
(iv) comply with the Client’s reasonable instructions with respect to processing Client Customer Data;
(v) not transfer any Client Customer Data outside of the UK unless, in accordance with the Data Protection Legislation, Route1 AI ensures that (i) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or (ii) there are appropriate safeguards in place for the transfer of Personal Data; or (iii) binding corporate rules are in place; or (iv) one of the derogations for specific situations applies to the transfer;
(vi) assist the Client at the Client’s cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
(vii) notify the Client without undue delay on becoming aware of a Client Customer Data breach or communication which relates to the Client’s or Route1 AI’s compliance with the Data Protection Legislation;
(viii) at the written request of the Client, delete or return Client Customer Data (and any copies of the same) to the Client on termination of this agreement unless required by the Data Protection Legislation to store the Client Customer Data; and
(ix) maintain complete and accurate records and information to demonstrate compliance with this clause 8 and allow for audits by the Client or the Client’s designated auditor.
(e) Route1 AI shall ensure that they have in place appropriate technical or organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Client Customer Data (being 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. Such measures may include, where appropriate:
(i) pseudonymising and encrypting Client Customer Data;
(ii) ensuring confidentiality, integrity, availability and resilience of its systems and services;
(iii) ensuring that availability of and access to Client Customer Data can be restored in a timely manner after an incident; and
(iv) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.
(f) The Client agrees that any subcontractor appointed under clause 11 is a third-party processor of Personal Data under this agreement. Route1 AI confirms that it will enter into a written agreement, which incorporates terms which are substantially similar to those set out in this clause 9.3(f), with the sub-contractor.
(g) Subject to clause 9.3(h), Route1 AI shall indemnify the Client in respect of any breach by Route1 AI of its obligations under this clause 9.3.
(h) Route1 AI’s total aggregate liability to the Client under clause 9.3(g) shall be capped at £1,000,000.

10 INTELLECTUAL PROPERTY
10.1 CLIENT CONTENT
The Client grants to Route1 AI (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any Services.
The Client:
(a) warrants that Route1 AI’s use of Client Content as contemplated by the Statement of Work will not infringe any third-party Intellectual Property Rights; and
(b) will indemnify Route1 AI from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10.2 ROUTE1 AI IP
(a) The Client will not acquire Intellectual Property Rights in any Route1 AI IP. Any Developed IP will be solely and exclusively owned by Route1 AI.
(b) During the Term, Route1 AI grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use Route1 AI IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services.

(c) warrants that the Client’s use of Route1 AI IP and Developed IP as contemplated by the Statement of Work will not infringe any third-party Intellectual Property Rights; and
(d) subject to clause 12, will indemnify the Client from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10.3 DEFINITIONS
For the purposes of this clause 10:
(a) “Client Content” means any documents or materials supplied by the Client to Route1 AI under or in connection with this agreement, including any Intellectual Property Rights attaching to those materials.
(b) “Developed IP” means any materials produced by Route1 AI in the course of providing Services or Deliverables including photographs, documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes, prompts, automations, whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
(c) “Route1 AI IP” means all materials owned or licensed by Route1 AI that is not Developed IP and any Intellectual Property Rights attaching to those materials.
(d) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.

11 SUBCONTRACTING
Route1 AI may subcontract the provision of the Services without obtaining the prior approval of the Client, including where Route1 AI requires third party expertise. The Client may request to be told the name of any subcontractors working on the Services. Route1 AI will not provide copies of any subcontracts to the Client.

12 LIMITATION OF LIABILITY
 
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
(b) To the maximum extent permitted by the applicable law, neither party nor its employees, contractors, directors, officers or agents (Personnel) will be liable to the other party for:
(i) any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered; nor
(ii) any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with the provision of the Services or this agreement
(c) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement or in connection with the provision of the Services including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in England and Wales (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
(d) Without prejudice to the limitation of liability provisions above, but subject to clause 9.3(h), in the event that the Client incurs any loss, damage or expense arising out of this agreement, the Client agrees that Route1 AI's maximum liability to the Client shall be limited to either (a) the total amounts paid by you to us for the provisions of the Services under the relevant Statement of Work under which the liability arose, or (b) where the liability does not relate to the Services or a Statement of Work, the sum of £500.
(e) The Client’s total aggregate liability to Route1 AI for any loss, damage or expense arising out of this agreement shall be limited to:
(i) In respect of the Client’s breach of clauses 9.3, 10.1, or 5.3, shall be capped at £2,000,000; and
(ii) In respect of all other liabilities, at an amount equal to the greater of:
(A) £10,000; or
(B) the Fees (including any Commission) paid by the Client to Route1 AI in the 12 months immediately preceding the event giving rise to the liability.

13 TERMINATION
 
13.1 TERMINATION RIGHTS
(a) Either party may terminate this agreement for any reason by providing 30 days’ written notice to the other party.
(b) A party may terminate a Statement of Work with immediate effect by providing written notice to the other party. The termination of a Statement of Work will not, unless specified in writing, terminate any other Statements of Work or this agreement.
(c) Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:
(i) is in material breach of this agreement and either:
(A) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
(B) that breach is not capable of remedy; or
(ii) becomes subject to any form of insolvency or bankruptcy administration.
The date of termination will be the date that notice is given.

 
13.2 ACCRUED RIGHTS AND LIABILITIES
The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.

 
13.3 CONSEQUENCES OF EXPIRATION OR TERMINATION
Upon expiration or termination of this agreement:
(a) the Client will pay any outstanding Fees for Services provided (or that would have been provided should the termination notice not have occurred) up to the date of termination;
(b) the Client must pay all amounts owed for Services already provided as at the date of termination;
(c) each party must return all property of the other party to that other party;
(d) the Client must immediately cease using all Developed IP and Route1 AI IP, unless otherwise agreed between the parties in writing; and
(e) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party.

 
13.4 SURVIVAL
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry, including clauses 5.5, 6, 8, 10 and 12.

14 DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

15 NOTICES
(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent; or
(ii) when replied to by the other party,
whichever is earlier.

16 FORCE MAJEURE
(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(b) Subject to compliance with clause 16(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(c) The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of the Affected Party;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.

17 GENERAL
17.1 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 and Wales.

17.2 JURISDICTION
Each party irrevocably agrees that the courts of England and Wales 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.

17.3 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior consent of each other party (such consent not to be unreasonably withheld).

17.4 AMENDMENTS
This agreement may only be amended in accordance with a written agreement between the parties.

17.5 THIRD PARTY RIGHTS
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

17.6 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

17.7 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

17.8 COSTS
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

17.9 COUNTERPARTS
This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

17.10 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

17.11 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

17.12 INTERPRETATION
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(h) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(i) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

18 DEFINITIONS
(a) In these terms and conditions, the following phrases have the corresponding meaning:
'Commission' Has the meaning set out in the Statement of Work, being a percentage of the total sales to a Converted Customer during the Commission Period.
'Commission Period' Has the meaning set out in the Statement of Work, and in the absence of any defined period in the Statement of Work a period of 3 years from the Converted Customer’s first purchase of goods or services from the Client.
'Conversion' When a customer from the Client Customer Data or to which the Services are applied who purchases a product and/or service from the Client as a result (whether directly or indirectly) of the Services.
'Converted Customer' A customer from the Client Customer Data or to which the Services are applied who purchases a product and/or service from the Client as a result (whether directly or indirectly) of the Services.
'Route1 AI, we, us, our' Route1.ai Ltd (Company number: 14359284)
'The Client, you, your' The client accepting these terms and conditions and any Statement of Work, or in the case of a representative then the company you represent.

Schedule 1 - DATA PROCESSING SCHEDULE

Route1 AI Data Processing Terms
By sharing Client Customer Data with Route1 AI, the Client confirms that such data may be processed in accordance with the terms set out below.

 
1 SCOPE
(a) Client Customer Data (being data collected by the Client about third-party individuals, which is provided to Route1 AI by the Client in connection with the Services) may contain Personal Data.
(b) Client Customer Data is stored and processed on Route1 AI devices and systems, and within the software systems and platforms of Route1 AI and the Approved Subprocessors only.
(c) Processing of the Client Customer Data is restricted to the use cases described below and to the services requested by the Client.

2 APPROVED SUBPROCESSOR

The Client acknowledges and agrees that, in connection with the processing of Client Customer Data, Route1 AI uses third-party subprocessors in accordance with Route1 AI’s Terms & Conditions. By providing Client Customer Data to Route1 AI, the Client consents to the processing of such data by those subprocessors. Route1 AI will only use subprocessors which we are satisfied take appropriate measures to protect Client Customer Data, including imposing contractual obligations consistent with those described in this Schedule.

3 NATURE

Electronically and automatically, through a website or other digital service, specifically the Route1 AI re-engagement system.

4 PURPOSE OF PROCESSING

To provide the services requested by the Client. Specifically, to deploy customer relationship management and reactivation communication campaigns to the Client’s customers or prospective customers, together with any associated services requested by the Client.

5 DURATION OF PROCESSING

The duration of the relevant Statement of Work only.

6 CATEGORIES OF PERSONAL DATA

First name, last name, mobile phone number, product enquired about, date of last enquiry, any other categories required for a specific Statement of Work.

7 CATEGORIES OF DATA SUBJECT

Actual or prospective customers of the Client.