These Terms and Conditions, together with each relevant Order Form (if applicable), form the “Agreement” entered by and between the Parties, which governs and conditions the nature and scope of the services to be provided by Romodels to Customer, including provision of access to the Romodels Platform.

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Where there is no Order Form, this Agreement is entered into by and between Customer and Romodels automatically when Customer concludes a purchase on the relevant order page and clicks to accept these Terms and Conditions (the “Effective Date”).  

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BY ACCESSING OR USING THE ROMODELS SERVICES IN ANY WAY, ELECTRONICALLY ACCEPTING THIS AGREEMENT, COMPLETING THE ACCOUNT REGISTRATION PROCESS, PURCHASING A SUBSCRIPTION AND/OR BROWSING THE ROMODELS WEBSITE, YOU AGREE TO THIS AGREEMENT ON BEHALF OF THE APPLICABLE SCHOOL, COMPANY, ENTITY OR OTHER ORGANISATION THAT IS DESIGNATED AS THE CUSTOMER AT THE TIME OF REGISTRATION, AND YOU ACKNOWLEDGE AND AGREE THAT ALL REFERENCES TO “YOU” OR “CUSTOMER” IN THIS AGREEMENT WILL BE DEEMED TO INCLUDE SUCH SCHOOL, COMPANY, ENTITY OR ORGANIZATION. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU SHOULD NOT PROCEED TO ACCESS OR USE THE ROMODELS SERVICES. 

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YOU HEREBY REPRESENT AND WARRANT THAT YOU:

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(1) WISH TO USE THE ROMODELS SERVICES ON BEHALF OF, OR WITHIN YOUR CAPACITY AS, A REPRESENTATIVE, AGENT OR EMPLOYEE OF THE SCHOOL, COMPANY, ENTITY OR OTHER ORGANISATION THAT IS DESIGNATED AS THE CUSTOMER AT THE TIME OF REGISTRATION: AND

(2) HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER. 

THE ROMODELS SERVICES ARE INTENDED FOR USE BY CUSTOMER IN A COMMERCIAL OR PROFESSIONAL CAPACITY, AND ARE NOT INTENDED FOR CONSUMERS, CHILDREN OR FOR USE IN A PERSONAL CAPACITY. YOU HEREBY REPRESENT AND WARRANT TO ROMODELS THAT YOU ARE ENTERING INTO THIS AGREEMENT, AND INTENDING TO USE THE ROMODELS SERVICES, SOLELY IN A PROFESSIONAL CAPACITY AND NOT FOR YOUR OWN PERSONAL USE. 

 

Where applicable, to the extent of any inconsistency or conflict between any provision(s) of these Terms and Conditions and any provision(s) of the Order Form, the relevant provision(s) of the Order Form shall govern and prevail. 

 

THE PARTIES AGREE AS FOLLOWS: 

 

INTERPRETATION 

The following definitions apply to this Agreement: 

“Access Protocols”: means the user log-in credentials, together with the network link required to enable Users to set their password, necessary to access the Romodels Technology. 

“Affiliate”: means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity. 

“Business Day”: means any day which is not a Saturday, Sunday or public holiday in the United Kingdom and on which the banks are open for business in London.

“Confidential Information” means any information that is clearly labelled or identified as confidential, or reasonably ought to be treated as being confidential. Confidential Information excludes (a) any Contribution; and (b) any information which: (i) is or becomes publicly known other than through a breach of this Agreement; (ii) was in the receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving Party and that independent development can be shown by contemporary written evidence.  

“Content” means any and all data, media, information or other content in all forms and formats forming part of, comprised within and/or accessible to Customer and/or any Users via the Romodels Platform, including any Modification and excluding any Contribution. 

“Content Standards” has the meaning given in the then-current Terms of Use. 

“Contract Year”: means each period of one (1) year commencing on and including the Effective Date and each anniversary thereof during the Term. 

“Contribution” means any and all material proprietary to Customer and uploaded or otherwise contributed by Customer and/or any User to the Romodels Platform, including via any comments or messaging functionality, and excluding always any Modifications.  

“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company. 

“Documentation”: means the manuals, product literature, instructions, schematics, and drawings prepared or published by Romodels and provided to Customer and/or any Users, that describe or relate to the Romodels Platform and its use, operation, features, functionality, capabilities and maintenance. 

“Fees”: means the fees for the relevant subscription tier chosen by Customer and identified on https://www.romodels.org/pricing-plans/schools unless otherwise agreed pursuant to an Order Form. 

“Initial Term” means the relevant initial subscription term of the relevant subscription tier selected by Customer (as identified and further described on https://www.romodels.org/pricing-plans/schools 

“Intellectual Property Rights”: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

 “Losses”: means all losses, liabilities, damages, costs, claims, charges, demands, actions, proceedings and expenses (including legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties). 

“Modifications” means any and all modifications to, additions to, improvements to and derivative works of any Content made by or on behalf of Customer and/or any User (whether or not uploaded to the Romodels Platform) from time to time. 

“Order Form”: means an order form signed by the Parties, which incorporates these Terms and Conditions. 

“Renewal Term” means the relevant renewal subscription term selected by Customer on the order page prior to purchase of a subscription to access the Romodels Platform. 

"Romodels Personnel” means any of Romodels’ employees, agents, contractors or consultants together with, as the context permits and requires, employees, agents, contractors or consultants of its Affiliates. 

“Romodels”: means Romodels, a charitable incorporated organisation registered in England and Wales under charity number 1197650. 

“Romodels Data”: means any data, media, information or other content that is accessible via the Romodels Technology (excluding any Contribution). 

“Romodels Platform”: means Romodels’ cloud-based softwareasaservice platform owned, operated and/or licensed by Romodels, known as the “Romodels learning portal”, which is accessed via www.romodels.thinkifc.com, including the Romodels Website, and including any Documentation. 

“Romodels Services”: means the services provided under this Agreement, including access to the Romodels Platform and any services described on the first page of this Agreement, and any modified, updated or enhanced versions of such services that Romodels may provide to Customer pursuant to this Agreement. 

“Romodels Technology”: means (a) the Romodels Platform and any modified, updated or enhanced versions thereof that Romodels may provide to Customer pursuant to this Agreement; (b) the Romodels Services; and (c) the Content, including, in each case any and all (i) updates thereto; (ii) documentation relating thereto; (iii) Intellectual Property Rights therein or thereto; and (iv) any benchmarking, analytics or technical data relating to the performance or operation thereof. 

“Term”: means the Initial Term and any Renewal Term(s). 

“Terms of Use” means the then-current acceptable use policy applicable to Users’ use of the Platform. 

“Third Party Content”:  means any and all content, data, media, information, software (including all Intellectual Property Rights relating thereto or subsisting therein) that is owned by and/or licensed from a third party. 

“Users”: means the Customer’s employees who are authorised by the Customer to access, and have active Access Protocols for, the Romodels Technology. 

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1. To the extent not defined in this Clause 1, the capitalised terms set out in an Order Form shall have the meaning given to them therein. 

1. References to “Clauses” in this Agreement are references to the clauses of these Terms and Conditions and references to “Paragraphs” are to the paragraphs of the Schedules to this Agreement. 

1. A “person” includes a natural person, corporate or unincorporated body. 

1. Any reference to this Agreement terminating shall, where the context requires, include a reference to this Agreement terminating by expiry of the Term. 

1. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and references to one gender are references to the other genders. 

1. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.  

1. The words “include” and “including” (or similar) shall be construed as illustrative only and shall not limit the sense of the description, definition, phrase or term(s) that comes before the relevant term. 

1. Any reference to an English legal term for any action, remedy, method or judicial proceedings legal document, legal status, court, official, or any other legal concept shall, in respect of any other jurisdiction than England be deemed to include the legal term which most nearly approximates in that jurisdiction to the English legal term. 

1. Any reference to the “Parties” means Romodels and Customer and “Party” shall mean one of them. 

1. Customer acknowledges and agrees that certain terms and conditions of the Agreement shall apply dependent upon the particular subscription package purchased by Customer, being either a “‘Explorers’ Subscription”, “’Pioneers’ Subscription” or a “‘Trailblazers Subscription” the primary features and functionalities of each of which are as described here: https://www.romodels.org/pricing-plans/schools (or as further elaborated upon in the relevant Documentation associated with the respective subscription packages). 
    

1. COMMENCEMENT AND DURATION 

1. Unless terminated earlier pursuant to the terms of Clause 17, this Agreement shall commence on the Effective Date and shall continue for the Initial Term, and either: 

1. in respect of Customers with an ‘Explorers’ Subscription, automatically terminate at the end of the Initial Term; or  

1. in respect of all Subscriptions other than an ‘Explorers’ Subscription, automatically renew for further successive Renewal Terms at the end of the Initial Term and at the end of each Renewal Term, unless either Party gives written notice to the other Party not later than sixty (60) days before the end of the Initial Term or a Renewal Term to terminate this Agreement at the end of the Initial Term or that Renewal Term.
    

1. FEES 

1. Customer shall pay the Fees annually in advance in accordance with this Clause 3. 

1. Customer acknowledges that Romodels uses a third‑party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third‑Party Payment Processor”). Romodels shall process Customer’s payment for the Fees (including any Fees payable in respect of any Renewal Term(s)) via its appointed Third‑Party Payment Processor.  

1. Customer shall provide complete and accurate payment and billing information and a valid and authorised payment method by which it shall pay the Fees. 

1. Customer hereby authorises Romodels, and its Third‑Party Payment Processor appointed from time to time, to charge such payment method for all Fees coming due and payable to Romodels under and in accordance with this Agreement and agrees that no additional notice or consent is required for such purpose. 

1. If Customer’s payment method is rejected or payment for the Fees otherwise cannot be processed via that payment method, then Romodels will notify Customer and Customer will timely pay the Fees by another mechanism agreeable to Romodels, pending which Romodels may suspend Customer’s and its Authorised Users access to the Romodels Platform and/or provision of the Romodels Services.  

1. For automatically renewing Subscriptions, Customer acknowledges and agrees that Customer’s payment method shall, subject to Romodel’s right to increase Fees as provided for under this Agreement, continue to be charged the then-current Fees for its Subscription unless and until this Agreement is terminated in accordance with its terms. 

1. Romodels reserves the right to increase the Fees effective on the expiry of the Initial Term, and each Renewal Term thereafter, provided that Romodels will provide notification of any such increase at least ninety (90) days in advance of the end of the Initial Term or the then-current Renewal Term (as applicable). 

1. In addition to any other rights or remedies available to Romodels, if Customer fails to pay any sums by the due date: (a) any portion of any sums that is not paid when due and payable will accrue interest equal to the higher of: (i) six percent (6%) per annum above the Bank of England’s base lending rate from time to time; or (ii) the default statutory rate applicable from time to time under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly, from the time the indebtedness arose, with interest on all overdue interest accruing at the same rate and calculated and payable in the same manner until fully paid, whether before or after judgment; and (b) Romodels may suspend the provision of any access to the Romodels Platform and/or any and all other parts of the Romodels Services upon fourteen (14) days’ prior notice until payment of the sums is made by Customer in full without liability to Customer or prejudice to any other rights or remedies available to Romodels in the circumstances. 
    

1. USE OF PLATFORM  

1. Subject to Customer’s and its Users’ continuing compliance with this Agreement (including payment of all Fees due and payable in accordance with Clause 3), Romodels hereby grants Customer a personal, non-exclusive, non-transferable, non-sublicensable, revocable right for its Users to (i) access and use the features and functions of the Romodels Platform as Romodels may from time to time provide or make available to Customer and/or its Users (as applicable); and (ii) modify any downloadable Content for the purpose of tailoring such Content to address requirements of the then-current national curriculum to which Customer is subject, in each case (i) and (ii), (a) for the purpose of educating then-current students of Customer in accordance with the then-current national curriculum, (b)  during the Term in the Territory and (c) subject to such restrictions and limitations as Romodels may impose from time to time. Any “open source” or “free software” components owned by third parties that are comprised in the Platform are licensed under the terms of the end-user licence that accompanies such components.  

1. Customer is solely responsible for all activities that Users undertake on the Romodels Platform. Customer shall immediately notify Romodels of any unauthorised use of any User’s Access Protocols.  

1. Romodels will not be liable for any Losses arising from Customer’s failure to ensure each User maintains the confidentiality of its Access Protocols. 

1. In relation to the Users, Customer undertakes that: 

1. it shall ensure that: 

1. Users are employees of Customer and not, for the avoidance of doubt, contractors or persons engaged by Customer on any other basis; and only Users access the Romodels Platform; and each User maintains the confidentiality of the Access Protocols; and  it will not allow or suffer any Access Protocols allocated to a User to be used by more than one individual User; and it shall immediately notify Romodels if any User ceases to be employed by Customer. 

 

1. CUSTOMER FEEDBACK 

1. Customer will deliver, and will procure that its Users will deliver, feedback regarding any flaws, error, bugs, anomalies, problems with and/or suggestions relating to Romodels’ Services and any other element of the Romodels Technology as Romodels may from time to time request, including in respect of Content comprising videos, “missions”, “learners-in-action”, “reflection guides”, and “how-to-become” content (“Feedback”). 

1. Romodels may use and incorporate such Feedback into the Romodels Technology without any restriction or obligation for any compensation. 
    

1. OWNERSHIP 

1. As between the Parties, Romodels retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Romodels Technology and Feedback (subject only to Clause 10.1 in respect of any Contribution comprised therein).  

1. Customer hereby assigns to Romodels with full title guarantee, all rights, title and interest, including Intellectual Property Rights, in and to the Feedback and any Modifications.  

1. Customer will not acquire any right, title or interest in or to the Romodels Technology (subject only to the limited licences granted under Clause 4.1) and Romodels reserves all rights therein and thereto not expressly granted in this Agreement. 
    

1. RESTRICTIONS 

1. Customer shall not, nor shall it instruct or permit, procure, enable or request any third party (including its Users) to, take any action designed or intended to: 

1. use the Romodels Platform (or any part thereof) for any revenue generating purposes or for any purpose that is inconsistent with this Agreement; 

1. provide or otherwise make the Romodels Platform (or any part thereof) available to any third parties other than to Users; 

1. use the Romodels Platform (or any part thereof) to create, market or distribute any product or service that is competitive with the Romodels Platform or any other part of the Romodels Technology; 

1. assign, share, timeshare, sell, rent, lease, sublicense, distribute, load, merge, grant a security interest in, or otherwise transfer any Romodels Technology; 

1. export any Romodels Technology; 

1. use the Romodels Platform in any way that breaches any applicable local, national or international law (including applicable laws of England and Wales and/or Canada); 

1. use the Romodels Platform in breach of Romodels’ then-current Terms of Use; 

1. make any Contribution or Modification in breach of any Content Standards; 

1. knowingly transmit any data or upload any content to the Romodels Platform that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;  

1. modify (except to the extent that modifications to downloadable Content are permitted pursuant to Clause 4.1(ii)) copy, resell, rent, lease, sub-licence, load, merge, adapt or translate the whole or any part of the Romodels Platform (or any part thereof); 

1. contest, challenge or otherwise make any claim or take any action adverse to Romodels’s ownership of, or interest in, the Romodels Technology (or any part thereof);  

1. re-use, disseminate, copy, creative derivative works of, or otherwise use the Romodels Platform (or any part thereof) in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of Romodels or any third party;   

1. remove, alter, obscure Romodels’ trade mark, copyright notice or any other proprietary notice from the Romodels Platform (or any part thereof); 

1. use the Romodels Platform to collect, store or otherwise process any sensitive information including (A) any personal data in respect of Users, students or any other person, (B) without limitation to (A), any special categories of personal data in respect of Users, students or any other person (where the term ‘special categories’ means data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation) and (C) any banking or payment card information; 

1. interfere with, damage or disrupt any part of the Romodels Platform;  

1. circumvent, disable, or interfere with security-related features of the Romodels Platform or features that prevent or restrict use, access to, or copying the Romodels Platform, or that enforce limitations on use of the Romodels Platform; 

1. impose (or which may impose, in Romodels’ sole discretion) an unreasonable or disproportionately large load on the Romodels Platform; or 

1. reverse engineer, decompile, unbundle, disassemble, or otherwise attempt to derive the source code form or structure of the whole or any part of the Romodels Platform, unless and to the limited extent that, applicable laws of Customer’s jurisdiction require Romodels to give Customer the right to do so to obtain information necessary to render the Romodels Platform interoperable with other software; provided, however, that Customer must first request such information from Romodels, and Romodels may (in its sole discretion) either provide such information to Customer or impose reasonable conditions on such use of the source code for the Romodels Platform to ensure that Romodels and its licensors’ proprietary rights in the source code for the Romodels Platform are protected. 

1. Customer hereby: (a) acknowledges and irrevocably consents to; and (b) undertakes to ensure that each User (i) acknowledges, and (ii) if and as required, consents (in each case (i) and (ii) to the standards required by the applicable privacy and data protection legislation (including the UK GDPR)), to Romodels’ monitoring (including through use of certain automated and technological solutions) of Customer’s and/or Users’ activities on or with respect to the Romodels Platform to monitor Customer’s and/or Users’ compliance with the terms and conditions of this Agreement (including, in particular, the restrictions set out in this Clause 7) and use of Content.  
    

1. WARRANTIES 

1. Subject to Clause 13 and Clause 19.1, Romodels warrants that during the Term, the Romodels Platform will materially conform to the then-current Documentation when used in accordance therewith and the terms of this Agreement.  

1. The warranty set forth in Clause 8.1 shall not apply: 

1. in the event that Customer or any third party has breached any of the restrictions outlined in Clause 7; or  

1. to any defects or issues arising as a result of any use of the Romodels Platform in combination with other products, hardware, equipment, software, or data (including Third Party Content) not expressly authorised by Romodels to be used with the Romodels Platform. 

1. Romodels’ sole liability, and Customer’s sole remedy, for breach of the warranty in Clause 8.1 shall be Romodels’ use of commercially reasonable efforts to remedy defects covered by such warranty within sixty (60) days of receipt of notice of such defect or, at Romodels’s option, a refund of the sums paid by Customer for the defective element of the Romodels Platform on a pro-rated basis. 

1. Each Party warrants and represents on an ongoing basis that it has,  and undertakes that it shall continue to have for the duration of this Agreement the requisite power, capacity and authority to enter into this Agreement and to carry out the obligations under this Agreement. 
    

1. CUSTOMER DEPENDENCIES 

In order to permit Romodels to provide Users with access to the Romodels Platform in accordance with the terms of this Agreement, Customer shall ensure that: 

1. all Users access the Romodels Platform via, a supported version of the internet browsers and operating systems that are listed in the Documentation as supported by Romodels from time to time;  

1. it has an internet connection with adequate bandwidth for Users to access and use the Romodels Platform; 

1. it shall maintain connectivity to the extent necessary to prevent network performance degradation; 

1. it shall implement and maintain effective security polices and procedures to prevent unauthorised disclosure of Access Protocols and unauthorised access to the Romodels Platform`;  

1. it shall obtain or procure all authorisations, instructions and/or permissions as may be necessary for Romodels to provide Users with access to the Romodels Platform; and 

1. it shall make available to Romodels its employees (in such number and with such level of seniority) as may be reasonably required in the circumstances to address any issue with the implementation, provision or cessation of access to the Romodels Platform. 

Romodels shall be relieved from any failure to comply with its obligations to provide Authorised Users with access to the Romodels Platform, if and to the extent that Romodels can demonstrate that such failure was caused by Customer’s failure to meet any obligation or dependency on Customer outlined above.  
 

1. CONTRIBUTIONS 

1. As between the Parties, all Intellectual Property Rights in and to any and all Contributions shall vest in Customer upon their creation absolutely and Romodels shall not obtain any right, title or interest in the Contribution whatsoever, except that Romodels shall be permitted to use the Contribution in accordance with the licence granted in Clause 10.2. 

1. Notwithstanding any other provision of this Agreement, Customer hereby grants to Romodels a non-exclusive, perpetual, irrevocable, worldwide, sub-licensable (through multiple tiers, including to other customers of Romodels from time to time), transferable, fully paid-up and royalty-free licence to use any and all Contributions for the purposes described in and anticipated by this Agreement, including for the purpose of providing the Romodels Services and otherwise to exploit the Contributions, including to copy, reproduce, modify, make derivative works of, use, sell, offer to sell, import, export, commercialise, distribute, display, perform, transmit (digitally or otherwise) the Contributions, and otherwise exploit any products, services, works or other materials of any kind embodying, incorporating or derived from such Contributions (alone or in combination with other works, materials, software or technology).  

1. Romodels shall not be responsible for any loss, destruction, alteration or disclosure of Contributions caused by any third party.  

1. Customer warrants and represents on an ongoing basis that, and undertakes that, throughout the Term it shall have, the necessary rights, power, consents and authority to transmit Contributions to Romodels under, and in the fashion described in, this Agreement and to grant Romodels the licence to use Contributions in Clause 10.2. 

1. Customer will indemnify, defend and hold Romodels and its officers, directors, employees and agents harmless from and against any and all Losses arising from or in connection with, Customer’s breach of the warranty, representation and/or undertaking given in Clause 10.4.   

1. Customer is responsible for maintaining back-up copies of all Contributions. 
    

1. DATA PROTECTION 

1. The Parties shall comply with their respective obligations under applicable privacy and data protection legislation in their performance of this Agreement. 
    

1. THIRD PARTY CONTENT 

1. Certain elements of the Romodels Platform may permit or enable Customer and/or its Users to search for, find, store, manage, access or use Third Party Content.  

1. Customer acknowledges that Romodels does not warrant, represent, endorse, support or guarantee the completeness, truthfulness, accuracy, reliability, performance, fitness for purpose or any other attributes of any Third Party Content, nor shall Romodels be responsible for reviewing or attempting to verify the accuracy or currency of any Third Party Content.  

1. Customer acknowledges that: 

1. Customer and/or its Users may be required to enter into certain agreements with the owner(s) or licensor(s) of Third Party Content; and 

1. in the event the relevant agreements are not entered into, Customer and/or its Users may be unable to access: 

1. such Third Party Content; and/or  

1. any or all of those elements of the Romodels Platform that permit or enable Customer and/or its Authorised Users to search for, find, store, manage, access or use such Third Party Content.  

1. To the fullest extent permitted by law, Romodels expressly disclaims any and all express or implied terms of any nature relating to Third Party Content.   

1. As between Customer and Romodels, Customer is solely responsible for: 

1. any Third Party Content installed in, used with or accessed via the Romodels Platform; 

1. determining the suitability of any Third Party Content for its intended use by Customer; and  

1. as necessary for its intended use, verifying the authenticity and accuracy of the Third Party Content prior to using it. 
    

1. INTELLECTUAL PROPERTY RIGHTS INDEMNITY 

1. Subject to the remainder of this Clause 13, Romodels shall indemnify Customer from and against Losses incurred by Customer as a result of amounts awarded in judgment or settlement of any third party claim or proceeding against Customer that Customer’s use of the Romodels Platform, within the scope of the rights of use granted to Customer under this Agreement, infringes the Intellectual Property Rights of a third party (“IPR Claims”).  

1. Customer shall notify Romodels in full, accurate and complete detail in writing promptly after it becomes aware of any event or any allegation, claim, demand, proceeding or other action, which it believes may give rise to a claim for indemnification under Clause 13.1 (an “Indemnified Claim”).  

1. Customer shall:  

1. allow Romodels sole authority to control the defence and settlement of any Indemnified Claim; 

1. provide Romodels with all reasonable cooperation in the defence of such Indemnified Claim; and  

1. not settle or compromise any Indemnified Claim or make any admission of liability without the express prior written consent of Romodels. 

1. Notwithstanding Clause 13.1 or any provision of this Agreement to the contrary, Romodels shall have no liability whatsoever to Customer in respect of any IPR Claims based on or arising directly or indirectly as a result of:  

1. Customer exceeding the scope of any right, licence or consent to use the Romodels Platform under this Agreement;  

1. any use of the Romodels Platform not in accordance with this Agreement or the Documentation;  

1. a breach by Customer or any third party of any of the restrictions outlined in Clause 7;   

1. any use of the Romodels Platform in combination with other products, hardware, equipment, software or data not expressly authorised by Romodels to be used with the Romodels Platform; or 

1. any modification of the Romodels Platform by any person other than Romodels or its expressly authorised agents or any third party that performs any element of the services described in this Agreement for or on behalf of Romodels.   
    

1. CONFIDENTIAL INFORMATION 

1. Each Party may disclose the other Party’s Confidential Information: 

1.  to its employees, officers, representatives, advisers (and with respect to Romodels only any other Romodels Personnel) who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement (provided that each Party shall ensure that its employees, officers, representatives, advisers (and with respect to Romodels only any other Romodels Personnel) to whom it discloses the other Party’s Confidential Information comply with this Clause 14) and; 

1. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.  

1. Each Party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its personnel in breach of the terms of this Agreement. 

1. This Clause 14 will survive termination of this Agreement. 
    

2. MARKETING 

Customer acknowledges and agrees that Romodels may include the Customer’s name and a description of the technology and services provided to the Customer under this Agreement, in case study marketing content, lists of or references to any of Romodels’ clients on its website and/or in proposals, and in other marketing materials. 
 

1. LIMITATION OF LIABILITY 

1. Nothing in this Agreement limits or excludes liability of Customer to pay Romodels any sums due under this Agreement. 

1. This Clause 16 sets out Romodels’s entire financial liability (including any liability for the acts or omissions of its Personnel) to the Customer: 

1. arising under or in connection with this Agreement; 

1. in respect of any use made by the Customer of the Romodels Platform, any services or any part of them;  

1. in respect of any Content, or any reliance on or conclusions drawn from any such Content; and 

1. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. 

1. Except as expressly and specifically provided in this Agreement, each Party disclaims all terms, warranties and conditions (whether express or implied) relating to the subject matter hereof (including, in respect of Romodels, in relation to the Romodels Technology, any services, their use and the results of such use). 

1. Nothing in this Agreement limits or excludes the liability of either Party for:  

1. death or personal injury caused by its negligence;  

1. fraud or fraudulent misrepresentation;  

1. the indemnity under Clause 10.5; or 

1. any other act, omission, or liability which may not be limited or excluded by applicable law. 

1. Subject to Clause 16.4, Romodels shall not in any circumstances be liable to Customer whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: 

1. any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill; 

1. any loss or corruption of data or information (whether direct or indirect); 

1. any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);  

1. the Customer’s failure to comply with any applicable law, regulation (including financial services regulation) or code of best practice as a result of, or in relation to, its use of the Romodels Technology; 

1. any use of any Access Protocols by any third party; 

1. any loss or liability (whether direct or indirect) under or in relation to any other contract; or  

1. any loss or liability (whether direct or indirect) arising as a result of Customer’s, or any third party’s use of, or reliance upon, the Content. 

1. Subject to the remainder of this Clause 16, Romodels’ total aggregate liability in each Contract Year (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise) arising in connection with the performance or contemplated performance of this Agreement shall under no circumstances exceed one hundred per cent (100%) of all Fees paid by Customer pursuant to and in accordance with this Agreement in such Contract Year. 
    

1. TERMINATION 

1. Either Party may terminate this Agreement in accordance with Clause 2.1(b). In addition, Romodels may terminate this Agreement at any time for convenience by giving at least thirty (30) days’ prior written notice to the Customer.  

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 the other Party: 

1. commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or 

1. becomes insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction. 

1. The Parties acknowledge and agree that failure by Customer to pay any sums when due shall constitute a “material breach” for the purposes of Clause 17.2(a). 
    

1. CONSEQUENCES OF TERMINATION 

1. On termination of this Agreement: 

1. notwithstanding Clause 3, Customer shall promptly (and in any event within ten (10) Business Days of the date of termination) pay Romodels any outstanding balances owing to Romodels under this Agreement or relevant part thereof;  

1. any and all licences, permissions and authorisations granted to Customer and/or its Users by Romodels under this Agreement will terminate automatically;  

1. Romodels shall deactivate and delete the user account of any and all Users and disable any associated Access Protocols;  

1. without limitation to (b) and/or (c), Customer will, and will procure that all Users, cease all use of the Romodels Technology and promptly return to Romodels, or destroy, all copies of, any and all downloaded Content and Modifications thereto, and (upon request from Romodels) certify in writing that all such Content and Modifications have been so returned and deleted; and 

1. upon written request of the other Party, the receiving Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed. 

1. Any obligation to return, destroy or permanently erase Confidential Information outlined in Clause 18.1(e) shall not apply to any of Customer’s Confidential Information that: 

1. Romodels may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; and 

1. is retained by Romodels on electronic backup media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted,  

provided that, in each case, the applicable provisions of this Agreement relating to data security and Confidential Information shall continue to apply to any such Confidential Information.  

1. Any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. 

1. Termination of this Agreement shall not affect 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. 
    

1. GENERAL  

1. Open source software. Any “open source” or “free software” components owned by third parties that are comprised in the Platform are licensed under the terms of the end-user licence that accompanies such components.  

1. Force Majeure. No Party will be in breach of this Agreement nor liable for any failure to perform its obligations under this Agreement if that failure results from circumstances beyond its reasonable control (for the purposes of this Clause 19.2, a “Force Majeure Event”).  If a Force Majeure Event continues for three (3) months, the unaffected Party may terminate this Agreement by giving thirty (30) days’ written notice to the other Party. 

1. Subcontracting. Romodels may engage any third party to perform its obligations under this Agreement, provided that Romodels shall remain fully liable to Customer for performance of such obligations (subject to the exclusions and limitations outlined herein). 

1. Assignment. The Customer will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Romodels.  

1. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives). 

1. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 

1. Rights and Remedies. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 

1. Severance. If any provision or part-provision of this Agreement shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 19.8 shall not affect the validity and enforceability of the rest of this Agreement. If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 

1. Entire agreement. The Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement and supersedes all previous agreements (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to this Agreement or not) in relation to the subject matter of this Agreement, provided that nothing in this Agreement shall exclude any Party from liability for fraud or fraudulent misrepresentation. 

1. No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person. 

1. Rights of Third Parties. A person who is not a Party to this Agreement shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. 

1. Counterparts. The Agreement (or any part thereof requiring signed execution) may be signed in any number of counterparts and by the Parties on separate counterparts, each of which, when executed and delivered by a Party, shall be an original and such counterparts taken together shall constitute one and the same agreement.  Electronic copies of signatures by the authorised representatives of the Parties (e.g., PDF scans) are enforceable just as though they were original wet-ink signatures. 

1. Governing law. The Agreement and all matters arising from it (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) shall be governed by and construed in accordance with the laws of England and Wales. 

1. Jurisdiction. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) (for the purposes of this Clause 19.14, “Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction. 

1. Marketing. Customer acknowledges and agrees that Romodels may, and Customer hereby grants Romodels a right and licence to, include Customer’s name and a description of the technology and services provided to Customer under this Agreement in case study marketing content, lists of or references to any of Romodels’ customers on its website and/or in proposals, and in other marketing materials. 

1. Contacting Us. ‍If there are any questions regarding this document, you may contact us using the information below. 

 

Email: laura@romodels.org