Terms & Conditions

Luminous Group – Terms and Conditions –  Luminous XR Platform


1.            Interpretation

1.1.         Definitions:

“Acceptable Use Policy”
the acceptable use policy as may be notified to you from time to time;
“Authorised Users”

(i) those of your employees, agents and independent contractors; and/or

(ii) those employees or independent contractors of your customers (provided that you may not contract with customers to re-sell the Luminous Portal, but may use the Luminous Portal for customers as part of your own services)

in each case who are authorised by you to register to use the Luminous Portal as further described in clause 4.1;
“Back-Up Policy”
the back-up policy as may be notified to you from time to time;
“Business Day”
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Commencement Date”
has the meaning set out in clause 3.2;
the contract between us and you for access to the Luminous Portal in accordance with these Conditions;
shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression “change of Control” shall be construed accordingly;
“Customer Content”
(a)       all text, information, data, software, executable code, images, audio or video material, in whatever medium or form, inputted by you, Authorised Users, or by us on your behalf for the purpose of using, developing or maintaining any Application or using the Services or facilitating your or any User’s use of the Services;

(b)       all text, information, data, images, audio or video material, in whatever medium or form, inputted by any User in relation to the use of any Application or the Services; and

(c)       all information related to any User that is processed or stored by the Luminous Portal  and/or any Scenario;
the “Luminous XR Platform Plans”, or similar document made available to you by us online or as notified by us to you from time to time which sets out a description of the Luminous XR Platform Plans, and the functionality for administration and training users, and sets out the user instructions for the Luminous Portal;
“Effective Date”
the date of this Contract;
means, in relation to a Scenario, the date upon which that Scenario is published into the production environment on the Portal;
means any hardware which is used by Users to access and use the Scenario, including but not limited to any headsets;
“Heightened Cybersecurity Requirements”
any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either us or you relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148)), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time;
“Intellectual Property”
all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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;
“Luminous Portal”
means the Luminous XR Training Portal accessed via the website at  portal.luminousxr.com, or such other website address as may be notified to you from time to time through which Authorised Users may access content, analytics and data as described in the Documentation;
“Normal Business Hours”
8.00 am to 6.00 pm local UK time, each Business Day.
your order for subscription to the Luminous Portal as set out in your purchase order form, your written acceptance of a quotation by us, or overleaf, as the case may be;
“Order Acknowledgment”
has the meaning set out in clause 3.2;
means any and all training scenarios created by the Customer using the Flow visual scripting tool via the Luminous XR Platform.
“Security Event”

(a)       any unauthorised third party access to any Application or the Luminous Portal; or

(b)       any use of an Application or the Luminous Portal by you or any Authorised User that is in breach of the Acceptable Use Policy and has the potential to materially impact the Luminous Portal, the Application or use of the Luminous Portal by any other of our customers or their users;  or

(c)       any Vulnerability or Virus introduced into the Luminous Portal or an Application (or facilitated through) you or any Authorised User.
the subscription services provided by us to you as per your Subscription Plan. more particularly described in the Documentation.
“Subscription Fees”
the subscription fees payable by the Customer to the Supplier for the Subscription Plan, as set out in the Order Acknowledgment and as varied pursuant to these Conditions.
“Subscription Plan”
means the tier of subscription plan ordered by the Customer, as set out in the Order Acknowledgment, having such features as described in the Documentation.
Luminous Group Limited registered in England and Wales with company number 5266935 and “we” and “our” shall be construed accordingly;
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.
a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
the person or firm who purchases Services from us and “your” shall be construed accordingly.
1.2.         Interpretation:

1.2.1.              A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.2.              Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.3.              A reference to “writing” or “written” excludes fax and email.

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

2.              Application of these Conditions

2.1.         These Conditions apply to the provision by us to you of any one or more of the Services, including access to and use of the Luminous Portal for the creation and/or hosting of Scenarios.

2.2.         These Conditions do not apply to the development and/or provision of XR applications and/or digital assets by us to you, which are subject to a separate contract between you and us where applicable.

3.              Basis of contract

3.1.         Each Order constitutes an offer by you to subscribe to the Luminous Portal in accordance with your Subscription Plan, and in accordance with these Conditions.

3.2.         An Order shall only be deemed to be accepted when we issue written acceptance of the Order (the “Order Acknowledgement”) at which point and on which date the Contract shall come into existence (“Commencement Date”).

3.3.         Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained on our website or in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

3.4.         These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.5.         Any quotation given by us shall not constitute an offer, and is only valid for a period of 15 days from its date of issue.

4.              Use and access to Luminous Portal

4.1.         Subject to the restrictions set out in this clause 4, and these Conditions, we hereby grant to you a non-exclusive, non-transferable right and licence, without the right to sublicense, during the term of this Contract to permit, without restriction on overall number, any individuals falling within the definition of Authorised User to register and use the Luminous Portal.

4.2.         In respect of all Authorised Users, you undertake that:

4.2.1.              each Authorised User shall keep a secure password for their use of the Luminous Portal, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep this password confidential;

4.2.2.              you shall disable any Authorised User’s access to the Luminous Portal (which will also disable any further use of the Scenarios) promptly upon termination or suspension of such Authorised User’s employment or services contract with you, or where the Authorised User ceases to be employed or under contract with your customer;

4.2.3.              you shall maintain a written, up-to-date list of current Authorised Users and provide such list to us on demand at any time or times;

4.2.4.              you shall permit us and/or our designated auditor to audit your use of the Luminous Portal by each Authorised User and your data processing facilities to audit compliance with this contract;

4.2.5.              if any of the audits referred to in clause 4.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and

4.2.6.              if any of the audits referred to in clause 4.2.4 reveal that you have underpaid Subscription Fees to us, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment as calculated in accordance with our then current subscription prices, such amounts shall be paid within ten Business Days of the date of the relevant audit, subject to our provision of an invoice for the same.

4.3.         You shall comply and shall procure that all Authorised Users comply with the Acceptable Use Policy in relation to their use of the Luminous Portal and all Scenarios.

4.4.         If you become aware of any breach of the Acceptable Use Policy, you shall: (i) immediately suspend the relevant Scenario; (ii) remove the relevant Customer Content; and (iii) if relevant, suspend the Authorised User’s access to the Luminous Portal and to the Scenario via any Hardware.

4.5.         If you are in breach of clause 4.3 or clause 4.4, we may (but shall not be obliged to) remove the relevant Customer Content and: (i) disable your and/or the relevant Authorised User’s access to the relevant Application or any material that breaches the Acceptable Use Policy; and (ii) disable your and/or the relevant Authorised User’s access to the Luminous Portal and/or Scenario for so long as the relevant breach remains unremedied, without liability or prejudice to our other rights and without prior notice to you or the relevant Authorised User.

4.6.         Whenever we reasonably suspect that there has been a breach of the Acceptable Use Policy, you shall permit us to audit all Scenarios and Customer Content to ensure compliance with the Acceptable Use Policy by you and Authorised Users.

4.7.         Notwithstanding any other provision of the Contract, if there is a Security Event, we may, without liability or prejudice to our other rights and without prior notice to you or Authorised User, remove the relevant Customer Content and disable any and all access to the Luminous Portal and the relevant Scenario(s) via the Hardware until the relevant Security Event has been resolved. We shall give you notice as soon as is reasonably practicable of the nature of the relevant Security Event.

5.              User Subscriptions

5.1.         The maximum number of Authorised Users (if any) for your Subscription Plan will be as set out in the Documentation.

5.2.         Subject the restrictions set out in this clause, and these Conditions, we hereby grant to you a non-exclusive, non-transferable right and licence, without the right to sublicense, during the term of the Contract to Authorised Users to use the Luminous Portal. .

5.3.         You shall not:

5.3.1.              except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:                  except to the extent expressly permitted under this Contract, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Luminous Portal, the Scenario(s) and/or Documentation (as applicable) in any form or media or by any means; or                  attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Luminous Portal, the Scenario(s) and/or Documentation (as applicable);

5.3.2.              access all or any part of the Luminous Portal or Scenario(s) in order to build a product or service which competes with the Luminous Portal or any of the Scenario(s);

5.3.3.              use the Scenario(s) and/or Luminous Portal to provide services to third parties, save where those Authorised Users are employees or contractors of your customer, and where you are using the Luminous Portal for customers as part of your own service provision;

5.3.4.              license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Scenario(s) or Luminous Portal available to any third party except the Authorised Users;

5.3.5.              introduce, or permit the introduction of, any Virus or Vulnerability into the Luminous Portal or any Scenario.

5.4.         You shall:

5.4.1.              use all reasonable endeavours to prevent any unauthorised access to, or use of, the Scenario(s) or the Luminous Portal and, in the event of any such unauthorised access or use, promptly notify us; and

5.4.2.              comply with any further obligations set out in the Documentation that govern use of the Luminous Portal.

5.5.         The rights provided under this contract are granted to you only, and shall not be considered granted to any subsidiary or holding company of the Customer.

6.              Luminous Portal and related services

6.1.         We shall, during the term of the Contract:

6.1.1.              provide access to the Luminous Portal and make available the Scenarios and Documentation to you on and subject to the terms of this Contract; and

6.1.2.              enable Authorised Users to use any Scenario that has been deployed on Hardware in accordance with this Contract.

6.2.         From time to time we may: (i) modify the Luminous Portal by issuing updates; and (ii) make new features, functionality, applications or tools available in respect of the Luminous Portal, whose use may be subject to your acceptance of further terms and conditions, and shall give you prompt written notice of material modifications to the Luminous Portal and any such new features, functionality, applications or tools.

6.3.         From time to time we may modify your Subscription Plan, by issuing updates or by adding, removing or changing certain features, functionality, applications or tools available, provided that any such changes do not result in any material impact on the services provided under the Subscription Plan prior to those changes coming into effect.

7.              Data protection

7.1.         We shall, in providing the Services, comply with our privacy and security policy as such document may be amended from time to time by us in our sole discretion.

7.2.         If we process any personal data as part of the Customer Content on your behalf when performing our obligations under the Contract, we each hereby record our intention that you shall be the data controller and we shall be a data processor and in any such case:

7.2.1.              all personal data held by us will be held in compliance with European data protection directives, laws and regulations from time to time in force, and where possible will be processed by us and our service providers within the EEA, although you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you or the Authorised Users are located in order to carry out the Services and our other obligations under the Contract;

7.2.2.              you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf;

7.2.3.              you shall ensure that the relevant third parties, including Authorised Users, have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

7.2.4.              we shall both take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

8.              Use of Customer Content

8.1.         Clause 13.6 deals with your ownership of Customer Content.

8.2.         You hereby grant to us a perpetual, non-exclusive, royalty free, transferable, irrevocable worldwide, sub-licensable licence to host the Customer Content and use it to provide the Services; to access, view and manipulate the Customer Content and use the Customer Content for the purpose of providing other users of our software and services or any other third parties, whether on commercial or non-commercial terms, with anonymised Customer Content, for the purpose of creation by us or by that third party of reports, benchmarking information, and other analyses based on the anonymised Customer Content.

8.3.         You acknowledge that you are responsible for ensuring that you have all necessary consents and permissions from all Authorised Users and any other third parties in respect of any Customer Content, in so far as to procure the ability for us to use that Customer Content in accordance with the licence in this clause 8.2, including in relation to all necessary consents and permissions under Data Protection Legislation, and you shall defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, fines, damages, expenses and costs (including all court costs and legal fees) arising out of or in connection with your failure to obtain any such third party consents.

8.4.         We and any Third Party Software Provider may collect and utilize technical information gathered as part of their services to improve their products and/or to provide customized services to its customers. Such data will not be disclosed or disseminated to third parties except in an anonymized form and will be collected and processed in accordance with applicable data protection laws and regulations.

9.              Third party providers

The Customer acknowledges that the Services may enable or assist it or any of the Authorised Users to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does, and the Authorised Users do, so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer or any Authorised User (as the case may be), with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer or the relevant Authorised User (as the case may be) and the relevant third party, and not the Supplier. The Supplier recommends that the Customer and Authorised Users refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

10.           Our obligations

10.1.      We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

10.2.      The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 10.1. Notwithstanding the foregoing, we:

10.2.1.           do not warrant that:               your use of the Services will be uninterrupted or error-free; or               the Services, Documentation and/or the information obtained by you or any Authorised User through the Services will meet your or any Authorised User’s requirements; or               the Luminous Portal or the Services will be free from Vulnerabilities; and

10.2.2.           we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

10.3.      The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

10.3.1.           planned downtime (of which the Supplier shall give prior advance electronic notice); and

10.3.2.           any unavailability caused by circumstances beyond the Supplier or its third party hosting service’s reasonable control, including without limitation any act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, internet service provider failure or delay, hosting service provider failure or delay or denial of service attack.

10.4.      This Contract shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Contract.

10.5.      Where the Supplier is providing hosting services this us undertaken by Microsoft Azure Cloud Services (“Azure”) on behalf of the relevant third party provider. The Supplier hereby expressly refers to by way of reference the Azure Customer Service Agreement and Terms (available at  https://azure.microsoft.com/en-gb/support/legal) meaning that the Supplier does not offer any hosting services and hosting quality over and above that provided by Azure to the third party provider or the Supplier..

11.           Your obligations

11.1.      You shall:

11.1.1.           provide us with all necessary co-operation in relation to the Contract and all necessary access to such information as may be required by us in order to provide the Services;

11.1.2.           without affecting your other obligations under the Contract, comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to your activities under this Contract;

11.1.3.           carry out all other responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays or non-performance by you, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

11.1.4.           ensure that the Authorised Users use the Scenarios and the Luminous Portal in accordance with this Contract and you shall be responsible for breach of this Contract caused or contributed to by any acts or omissions on the part of any Authorised User;

11.1.5.           obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations;

11.1.6.           ensure that your network and systems comply with the relevant specifications provided by us from time to time;

11.1.7.           be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;

11.2.      You acknowledge and agree that:

11.2.1.           we are not responsible or liable for the deletion of or failure to store any of the Scenarios, the Customer Content, and other communications maintained or transmitted through use of the Services; and

11.2.2.           you are solely responsible for securing and backing up all Scenarios and Customer Content.

12.           Charges, payment and renewal

12.1.      You shall pay the Subscription Fees to us in accordance with this clause 12.

12.2.      Any Subscription Fees that do not relate to the hosting of Scenarios are payable in accordance with the terms of the Order Acknowledgment.

12.3.      In relation to the first Scenario created under this Contract, the Subscription Fees are payable from Go-Live of that Scenario, and cover the hosting of that Scenario for a 12 month period from Go-Live of that Scenario, such period being the “Initial Scenario Term”, and are thereafter renewed in accordance with clause 12.6.

12.4.      Where, during the term of this Contract you achieve Go-Live with subsequent Scenarios, the Subscription Fees for those subsequent Scenarios are payable for the remainder of the Initial Scenario Term on a pro-rata basis from the date of Go-Live of that Scenario for the remainder of the Initial Scenario Term, and are thereafter renewed in accordance with clause 12.6.

12.5.      The Subscription Fees payable for hosting of Scenarios may be increased by us on giving at least [90 days’] notice prior to each anniversary of the Initial Scenario Term.

12.6.      The Initial Scenario Term shall automatically renew for successive 12 month periods from each anniversary of the Initial Scenario Term (each a “Renewal Term”), unless either party notifies the other of termination (which may be in relation to all Scenarios or some Scenarios), in writing at least [60 days] before the end of the Initial Scenario Term or the then current Renewal Term (as applicable), in which case this Contract shall terminate in relation to the Scenarios terminated.

12.7.      You shall on the Effective Date provide us with valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:

12.7.1.           credit card details to us, you hereby authorise us to bill such credit card:               on the Effective Date for the Subscription Fees payable on that date; and               for the Subscription Fees for the Initial Scenario Term and for the Subscription Fees payable in respect of each renewal period;

12.7.2.           its approved purchase order information to us, we shall invoice you:               on the Effective Date for the Subscription Fees payable on that date; and               for the Subscription Fees for the Initial Scenario Term and for the Subscription Fees payable in respect of each renewal period,

and you shall pay each invoice within 30 days after the date of such invoice.

12.8.      If we have not received payment by the due date, and without prejudice to any other  of our rights and remedies:

12.8.1.           we may, without liability to you, disable your access, and all Authorised User access, to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

12.8.2.           interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

12.9.      All amounts and fees stated or referred to in this Contract:

12.9.1.           shall be payable in pounds sterling;

12.9.2.           are, subject to clause 14.4.2, non-cancellable and non-refundable;

12.9.3.           are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

12.10.   Where any Subscription Fees are based on hosting fees, these are based on a per Scenario basis.  Scenarios are subject to limits on the number of “modules” and “steps”, as set out in the Subscription Plan and Documentation.

13.           Proprietary rights

13.1.      Subject to clause 13.2, you acknowledge and agree that we and/or our licensors own all Intellectual Property in the Services (whether integrated into an Application or not), the Documentation, and the Supplier’s trade marks. Except as expressly stated in this Contract, this Contract does not grant you any rights to, or in, any Intellectual Property or any other rights or licences in respect of the Services, the Documentation or our trade marks.

13.2.      You will own all Intellectual Property Rights in the Scenarios that you create via the Luminous Portal, save to the extent that the same incorporates any background Intellectual Property Rights of Luminous or any third party application used to create the Scenarios, which shall remain vested in Luminous or the relevant third party.

13.3.      We confirm that we have all the rights in relation to the Services, the Documentation and our trade marks that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.

13.4.      You shall not be entitled to display any of our trade marks or branding or otherwise reference your use of the Luminous Portal without our prior written consent.

13.5.      All uses of a party’s trade marks under or clause 13.8 or clause 13.4, including all goodwill arising, shall accrue solely to the benefit of the party owning the Intellectual Property in those trade marks.

13.6.      You (or your licensors) shall own all Intellectual Property in and to all of the Customer Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with our hosting of and/or use of the Customer Content, including but not limited to any claims from third parties that our hosting of and/or use of the Customer Content infringes the Intellectual Property rights of any third party

13.7.      In addition to the licence granted at clause 8, you hereby grant to us a non-exclusive, non-transferable right during the Subscription Term to carry out any acts that would otherwise be restricted by any of your Intellectual Property in the Customer Content for the sole purpose of enabling us to provide the Services to you in accordance with this Contract.

13.8.      You acknowledge and agree that: (i) we may include your name or trade marks in a list of our customers in any medium or in any link from the Luminous Portal to our website; and (ii) we may refer to you, orally or in writing, as a customer of the Services for promotional, marketing and financial reporting purposes.

14.           Limitation of liability

14.1.      This clause 14 sets out our entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you and your Authorised Users:

14.1.1.           arising under or in connection with this Contract;

14.1.2.           in respect of any use made by you or your Authorised Users of the Services and Documentation or any part of them; and

14.1.3.           in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.

14.2.      Except as expressly and specifically provided in this Contract:

14.2.1.           you assume sole responsibility for results obtained from the use of the Services and the Documentation by you and your Authorised Users, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you or any Authorised User in connection with the Services, or any actions taken by us at your direction;

14.2.2.           we make no warranty or representation that the Services or the Luminous Portal comply with Heightened Cybersecurity Requirements;

14.2.3.           all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and

14.2.4.           the Services and the Documentation are provided to you and Authorised Users on “as is” basis.

14.3.      Nothing in this Contract excludes our liability:

14.3.1.           for death or personal injury caused by the Supplier’s negligence; or

14.3.2.           for fraud or fraudulent misrepresentation.

14.4.      Subject to clause 14.2 and clause 14.3:

14.4.1.           we 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 Contract; and

14.4.2.           our 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 Contract shall be limited to the total Subscription Fees paid for the Authorised User Subscriptions during the 12 months immediately preceding the date on which the breach or series of connected breaches occurred.

14.5.      The Supplier has informed the Customer about using Azure for hosting services, and Azure limiting its liability in its Service Agreement & Terms at (https://azure.microsoft.com/en-gb/support/legal ) and set out in the Microsoft Online Subscription Agreement (“MOSA”) at (https://azure.microsoft.com/en-gb/support/legal/subscription-agreement/)  . The Customer explicitly agrees to the Supplier and its Third Party Software Providers’ use of Azure and the limited liability set forth by Azure and  therefore, and with respect to the Customer’s damages caused by Azure (“Azure Caused Damages”),thepartiesagreethattotheextentpermittedbylaw,the Suppliershallnotbeliableand the Customer’s claimsagainstthe SupplierwithrespecttoAzureCausedDamagesshallbelimitedtothe Supplier’sclaimsagainstMicrosoft Azure (or in the case of Third Party Software to the Third Party Software Provider’s claims against Microsoft Azure), in so far as they relate to the Customer’s use of Azure only and not with respect to any quantum of such claims which relates to use by other customers.

14.6.      Unless otherwise expressly agreed in writing, the Supplier is not obliged to maintain any back-up and, thus, has no liability for any loss, damage, or misappropriation of data information provided by the Customer under any circumstances or for any consequences related to changes, restrictions, suspensions, or termination of the Services or this Contract or caused by User Generated Content or Data or third party applications.

15.           Term and termination

This Contract shall, unless otherwise terminated in accordance with its terms, commence on the Effective Date and shall continue in force until such time as there are no Scenarios in place which are governed by this Contract.

15.1.      Without limiting the other rights or remedies available to us under this Contract, we may terminate the Contract with immediate effect by giving written notice to you if:

15.1.1.           you fail to comply with your obligations at clause 11;

15.1.2.           you fail to pay any amount due under the Contract on the due date for payment and remain in default not less than 5 days after being notified  to make such payment;

15.1.3.           you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of being notified in writing of the breach;

15.1.4.           you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), a person becomes entitled to appoint a receiver over your assets or a  receiver is appointed to any of your assets or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

15.1.5.           you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business;

15.1.6.           your financial position deteriorates to such an extent that in our opinion, your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or

15.1.7.           you are subject to a change of Control.

15.2.      On termination of this Contract for any reason:

15.2.1.           you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

15.2.2.           all licences granted under this Contract shall immediately terminate;

15.2.3.           each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

15.2.4.           without limiting the effect of clause 15.3.3, the Supplier may require the Customer immediately to return all copies of the Documentation, the Supplier’s confidential information and any other materials or to delete the same from the Customer’s computer and communications systems and devices used by the Customer including such systems and data storage services provided by third parties (to the extent technically and legally practicable). The Customer may, at the Supplier’s request, be required to confirm in writing that all such copies have been returned or so deleted. Any electronic data shall be considered deleted for the purpose of this clause where it has been put beyond use by the deleting party;

15.2.5.           the Supplier may destroy or otherwise dispose of any of the Customer Content and Scenarios in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Content and Scenarios. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Content and Scenarios;

15.2.6.           any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced;

15.2.7.           any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect; and

15.2.8.           any outstanding balance becomes immediately due and payable.

16.           General

16.1.      Export. You shall not in any circumstances export, directly or indirectly, any technical data acquired from us under the Contract (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States export laws and regulations, to any country for which the United States or any other government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. You undertake: (i) contractually to oblige any third party to whom you disclose or transfer any such data or products to make an undertaking to you in similar terms to the one set out above; and (ii) if requested, to provide us with any reasonable assistance at your reasonable cost, to enable us to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

16.2.      Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

16.3.      Assignment and other dealings. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent. You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.

16.4.      Confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, or clients of the other party, except as permitted by this clause.

Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

16.5.      Entire agreement. This Contract 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. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

16.6.      Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.7.      Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (i) waive that or any other right or remedy; or (ii) prevent or restrict the further exercise of that or any other right or remedy.

16.8.      Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal 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 shall not affect the validity and enforceability of the rest of the Contract.

16.9.      Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or commercial courier. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.10.   Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.

16.11.   Governing law and jurisdiction. The Contract, 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. 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 the Contract or its subject matter or formation.