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Terms & Conditions

TERMS & CONDITIONS

These Terms and Conditions shall apply to the license of the Application(s) and the provision of the Services by Mobile Rocket to the Client.

BACKGROUND

  1. Mobile Rocket has developed the Application(s) and platforms and has
    made it available to the Client.
  2. The Client wishes to use the Application(s) in its business operations.
  3. Mobile Rocket has agreed to provide and the Client has agreed to license
    the Application(s) subject to the terms and conditions of this
    agreement.

Agreed terms

  1. Interperation
    1. The definitions and rules of interpretation in this clause apply in
      this agreement.
    1. Agreement Particulars: the variable
      particulars of the agreement set out at the commencement of this
      agreement.
    2. Application: the application(s) as detailed in the
      Agreement Particulars to be provided by Mobile Rocket to the Client
      as part of the Services, the specification for each Application can
      be found at www.mobilerocket.co.uk/operatingsystems or such other
      web address notified by Mobile Rocket to the Client from time to
      time.
    3. Business Day: a day other than a Saturday, Sunday
      or public holiday in England when banks in London are open for
      business.
    4. Candidate: a client or candidate of the Client.
    5. Candidate License: Mobile Rocket’s Candidate
      License for of the Application(s) as amended from time to time, and
      as set out online via www.mobilerocket.co.uk/enduserterms or such
      other web address notified by Mobile Rocket to the Client from time
      to time.
    6. Charges: the fees payable by the Client to Mobile
      Rocket for the use of the Services, as set out in the Agreement
      Particulars, including the Subscription Fee, any Additional Client
      User Fees, the Set Up Fee, the Development Fee and any fees charged
      for the ID Check Services.
    7. Client Users: those employees, agents and
      independent contractors of the Client who are authorised by the
      Client to use the Services, as further described in clause 2.2(b).
    8. Confidential Information: information that is
      proprietary or confidential and is either clearly labelled as such
      or identified as Confidential Information in clause 9.5 or clause
      9.6.
    9. Controller, processor, data subject, personal data, personal data
      breach, processing and appropriate technical and organisational
      measures      : as defined in the Data Protection Legislation.
    10. Client Data: the data inputted by the Client,
      Client Users, or Mobile Rocket on the Client’s behalf for the
      purpose of using the Services or facilitating the Client’s use of
      the Services.
    11. Data Protection Legislation: the UK Data Protection
      Legislation and any other European Union legislation relating to
      personal data and all other legislation and regulatory requirements
      in force from time to time which apply to a party relating to the
      use of personal data (including, without limitation, the privacy of
      electronic communications).
    12. Development Services: the bespoke development and
      customisation work to be undertaken by Mobile Rocket to the
      Application(s), and as set out in the Proposal.
    13. Development Fee: means the one off set up charge
      for the Development Services, as set out in the Agreement
      Particulars.
    14. ID Check Services: the provision of the third party
      ID Checking, undertaken by Trust ID.
    15. Maximum Users: the maximum number of Client Users
      and Candidates which are permitted to use the Application, as set
      out in the Agreement Particulars.
    16. Minimum Term: the minimum duration of the
      agreement, as set out in the Agreement Particulars, such period to
      commence from the Start Date.
    17. Normal Business Hours: 8.30 am to 4.30 pm local UK
      time, on each Business Day
    18. Proposal: means the documents setting out details
      of the Set Up Services and or Development Services to be provided by
      Mobile Rocket.
    19. Renewal Period: the period described in clause
      12.1.
    20. Services: means, collectively, the provision of the
      Application(s), ASP Infrastructure, and support services provided by
      Mobile Rocket to the Client;
    21. Set Up Services: any set up to be undertaken by
      Mobile Rocket to the Application(s), including any configuration,
      integration or data migration, and as set out in the Proposal.
    22. Set Up Fee: means the one off set up charge for the
      Set Up Services, as set out in the Agreement Particulars.
    23. Special Conditions: means the special conditions as
      set out in the Agreement Particulars, which shall apply so as to
      vary the terms and conditions of this Agreement.
    24. Specification: the system specification for the
      Application(s), as amended from time to time, and as set out online
      via www.mobilerocket.co.uk/specification or such other web address
      notified by Mobile Rocket to the Client from time to time.
    25. Start Date: the date from which Mobile Rocket shall
      use reasonable commercial endeavours to commence providing the
      Services.
    26. Subscription Fees: the subscription fees payable by
      the Client to Mobile Rocket for the User Subscriptions, as set out
      in the Agreement Particulars.
    27. Support Services Policy: Mobile Rocket’s policy for
      providing support in relation to the Services from time to time.
    28. Term: has the meaning given in clause 12.1 (being
      the Minimum Term together with any subsequent Renewal Periods).
    29. UK Data Protection Legislation: all applicable data
      protection and privacy legislation in force from time to time in the
      UK including the General Data Protection Regulation ((EU) 2016/679);
      the Data Protection Act 2018; the Privacy and Electronic
      Communications Directive 2002/58/EC (as updated by Directive
      2009/136/EC) and the Privacy and Electronic Communications
      Regulations 2003 (SI 2003/2426) as amended.
    30. User: a Client User and or a Candidate.
    31. User Subscription: the subscription purchased by
      the Client pursuant to clause 7.1 which entitle Client Users to
      access and use the Application(s) in accordance with this agreement,
      subject to the Maximum Users.
    32. Virus: any thing or device (including any software,
      code, file or programme) which may: prevent, impair or otherwise
      adversely affect the operation of any computer software, hardware or
      network, any telecommunications service, equipment or network or any
      other service or device; prevent, impair or otherwise adversely
      affect access to or the operation of any programme or data,
      including the reliability of any programme or data (whether by
      re-arranging, altering or erasing the programme or data in whole or
      part or otherwise); or adversely affect the user experience,
      including worms, trojan horses, viruses and other similar things or
      devices.
  2. Clause, schedule and paragraph headings shall not affect the
    interpretation of this agreement.
  3. A person includes an individual, corporate or unincorporated body
    (whether or not having separate legal personality).
  4. A reference to a company shall include any company, corporation or
    other body corporate, wherever and however incorporated or
    established.
  5. Unless the context otherwise requires, words in the singular shall
    include the plural and in the plural shall include the singular.
  6. Unless the context otherwise requires, a reference to one gender
    shall include a reference to the other genders.
  7. A reference to a statute or statutory provision is a reference to it
    as it is in force as at the date of this agreement.
  8. A reference to a statute or statutory provision shall include all
    subordinate legislation made as at the date of this agreement under
    that statute or statutory provision.
  9. A reference to writing or written includes e-mail but not faxes.
  10. References to clauses and schedules are to the clauses and schedules
    of this agreement; references to paragraphs are to paragraphs of the
    relevant schedule to this agreement.

  • License
    1. Subject to the terms and conditions of this agreement, Mobile Rocket
      hereby grants to the Client a non-exclusive, non-transferable right,
      without the right to grant sublicences, to permit the Users to use
      the Application(s) during the Term solely for the Client’s business
      operations, subject to any Special Conditions.
    2. In relation to the Users, the Client undertakes that:
      1. the maximum number of Client Users and Candidates that are
        authorised to access and use the Application(s) shall not exceed
        the Maximum Users as set out in the Agreement Particulars or
        agreed from time to time, and that it shall pay for any
        Additional Client Users at the fees set out in the Agreement
        Particulars;
      2. it will not allow or suffer any Client User account to be used
        by more than one individual Client User unless it has been
        reassigned in its entirety to another individual Client User, in
        which case the prior Client User shall no longer have any right
        to access or use the Services;
      3. it shall permit Mobile Rocket or Mobile Rocket’s designated
        auditor to audit the Client’s use of the Services in order to
        establish the Client Users of the Services and the Client’s data
        processing facilities to audit compliance with this agreement.
        Each such audit may be conducted no more than once per quarter,
        at Mobile Rocket’s expense, and this right shall be exercised
        with reasonable prior notice, in such a manner as not to
        substantially interfere with the Client’s normal conduct of
        business;
      4. if any of the audits referred to in clause 2.2(c) reveal that
        any password has been provided to any individual who is not a
        Client User, then without prejudice to Mobile Rocket’s other
        rights, the Client shall promptly disable such passwords and
        Mobile Rocket shall not issue any new passwords to any such
        individual;
      5. if any of the audits referred to in clause 2.2(c) reveal that
        the Client has underpaid Subscription Fees to Mobile Rocket,
        then without prejudice to Mobile Rocket’s other rights, the
        Client shall pay to Mobile Rocket an amount equal to such
        underpayment as calculated in accordance with Mobile Rocket’s
        standard charges; and
      6. all Users use of the Application shall be subject to the
        Candidate License.
    3. The Client and its Users shall not access, store, distribute or
      transmit any Viruses, or any material during the course of its use
      of the Services that:
    1. is unlawful, harmful, threatening, defamatory, obscene,
      infringing, harassing or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. depicts sexually explicit images;
    4. promotes unlawful violence;
    5. is discriminatory based on race, gender, colour, religious
      belief, sexual orientation, disability; o
    6. is otherwise illegal or causes damage or injury to any person or
      property;

    and Mobile Rocket reserves the right, without liability or prejudice
    to its other rights to the Client, to disable the Client’s or any
    User’s access to any material that breaches the provisions of this
    clause.

  • The Client shall not:
    1. except as may be allowed by any applicable law which is
      incapable of exclusion by agreement between the parties and
      except to the extent expressly permitted under this agreement:
    1. attempt to copy, modify, duplicate, create derivative works
      from, frame, mirror, republish, download, display, transmit,
      or distribute all or any portion of the Application in any
      form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse
      engineer or otherwise reduce to human-perceivable form all
      or any part of the Application; or
  • access all or any part of the Services in order to build a
    product or service which competes with the Application or the
    Services; or
  • use the Services to provide services to third parties; or
  • subject to clause 20.1, license, sell, rent, lease, transfer,
    assign, distribute, display, disclose, or otherwise commercially
    exploit, or otherwise make the Services available to any third
    party except the Client Users and Candidates, or
  • attempt to obtain, or assist third parties in obtaining, access
    to the Services, other than as provided under this clause 2; or
  • introduce or permit the introduction of, any Virus into Mobile
    Rocket’s network and information systems.
  • The Client shall use all reasonable endeavours to prevent any
    unauthorised access to, or use of, the Services and, in the event of
    any such unauthorised access or use, promptly notify Mobile Rocket.
  • The rights provided under this clause 2 are granted to the Client
    only, and shall not be considered granted to any subsidiary or
    holding company of the Client.
  • The Client may, from time to time during any Term, purchase
    Additional Client Users in excess of the Maximum Users for the
    remainder of the Term and Mobile Rocket shall grant access to the
    Services to such additional Client Users in accordance with the
    provisions of this agreement at the rate set out in the Agreement
    Particulars. If Additional Client Users are purchased by the Client
    part way through the Minimum Term or any Renewal Period (as
    applicable), such fees shall be pro-rated from the date of
    activation by Mobile Rocket for the remainder of the Minimum Term or
    then current Renewal Period (as applicable).
  • Services
    1. Mobile Rocket shall, during the Term, provide the Services and the
      Set Up Services to the Client on and subject to the terms of this
      agreement.
    2. Further, if agreed in the Agreement Particulars, Mobile Rocket shall
      also provide to the Client:
    1. the Development Services; and or
    2. the ID Check Services
  • Mobile Rocket shall use commercially reasonable endeavours to make
    the Services available 24 hours a day, seven days a week, except
    for:

 

  1. planned maintenance conducted during the maintenance window of
    7.00 pm to 7.00 am UK time; and
  2. unscheduled maintenance performed outside Normal Business Hours,
    provided that Mobile Rocket has used reasonable endeavours to
    give the Client at least 3 Normal Business Hours’ notice in
    advance.

  • Mobile Rocket will, as part of the Services and at no additional
    cost to the Client, provide the Client with Mobile Rocket’s standard
    Client support services during Normal Business Hours in accordance
    with Mobile Rocket’s Support Services Policy in effect at the time
    that the Services are provided. Mobile Rocket may amend the Support
    Services Policy in its sole and absolute discretion from time to
    time. The Client may purchase enhanced support services separately
    at Mobile Rocket’s then current rates.
  • Client data
    1.  The Client shall own all right, title and interest in and to all of
      the Client Data that is not personal data and shall have sole
      responsibility for the legality, reliability, integrity, accuracy
      and quality of all such Client Data.
    2. In the event of any loss or damage to Client Data, the Client’s sole
      and exclusive remedy against Mobile Rocket shall be for Mobile
      Rocket to use reasonable commercial endeavours to restore the lost
      or damaged Client Data from the latest back-up of such Client Data
      maintained by Mobile Rocket. Mobile Rocket shall not be responsible
      for any loss, destruction, alteration or disclosure of Client Data
      caused by any third party.
    3. Both parties will comply with all applicable requirements of the
      Data Protection Legislation. This clause 4 is in addition to, and
      does not relieve, remove or replace, a party’s obligations or rights
      under the Data Protection Legislation.
    4. The parties acknowledge that:
      1. if Mobile Rocket processes any personal data on the Client’s
        behalf when performing its obligations under this agreement, the
        Client is the controller and Mobile Rocket is the processor for
        the purposes of the Data Protection Legislation.
      2. Schedule 4 sets out the scope, nature and purpose of processing
        by Mobile Rocket, the duration of the processing and the types
        of personal data and categories of data subject.
      3. the personal data may be transferred or stored outside the EEA
        or the country where the Client and the Client Users are located
        in order to carry out the Services and Mobile Rocket’s other
        obligations under this agreement.
    5. Without prejudice to the generality of clause 4.3, the Client will
      ensure that it has all necessary appropriate consents and notices in
      place to enable lawful transfer of the personal data to Mobile
      Rocket for the duration and purposes of this agreement so that
      Mobile Rocket may lawfully use, process and transfer the personal
      data in accordance with this agreement on the Client’s behalf.
    6. Without prejudice to the generality of clause 4.3, Mobile Rocket
      shall, in relation to any personal data processed in connection with
      the performance by Mobile Rocket of its obligations under this
      agreement:
    1. process that personal data only on the documented written
      instructions of the Client unless Mobile Rocket is required by
      the laws of any member of the European Union or by the laws of
      the European Union applicable to Mobile Rocket and/or Domestic
      UK Law (where Domestic UK Law means the UK Data Protection
      Legislation and any other law that applies in the UK) to process
      personal data (Applicable Laws). Where Mobile Rocket is relying
      on Applicable Laws as the basis for processing personal data,
      Mobile Rocket shall promptly notify the Client of this before
      performing the processing required by the Applicable Laws unless
      those Applicable Laws prohibit Mobile Rocket from so notifying
      the Client;
    2. not transfer any personal data outside of the European Economic
      Area and the United Kingdom unless the following conditions are
      fulfilled:
    1. the Client or Mobile Rocket has provided appropriate
      safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal
      remedies;
    3. Mobile Rocket complies with its obligations under the Data
      Protection Legislation by providing an adequate level of
      protection to any personal data that is transferred; and
    4. Mobile Rocket complies with reasonable instructions notified
      to it in advance by the Client with respect to the
      processing of the personal data;
  • assist the Client, at the Client’s cost, in responding to any
    request from a data subject and in ensuring compliance with its
    obligations under the Data Protection Legislation with respect
    to security, breach notifications, impact assessments and
    consultations with supervisory authorities or regulators;
  • notify the Client without undue delay on becoming aware of a
    personal data breach;
  • maintain complete and accurate records and information to
    demonstrate its compliance with this clause 4 and immediately
    inform the Client if, in the opinion of Mobile Rocket, an
    instruction infringes the Data Protection Legislation.
  • Each party shall ensure that it has in place appropriate technical
    and organisational measures, reviewed and approved by the other
    party, to protect against unauthorised or unlawful processing of
    personal data and against accidental loss or destruction of, or
    damage to, personal data, appropriate to the harm that might result
    from the unauthorised or unlawful processing or accidental loss,
    destruction or damage and the nature of the data to be protected,
    having regard to the state of technological development and the cost
    of implementing any measures (those measures may include, where
    appropriate, pseudonymising and encrypting personal data, ensuring
    confidentiality, integrity, availability and resilience of its
    systems and services, ensuring that availability of and access to
    personal data can be restored in a timely manner after an incident,
    and regularly assessing and evaluating the effectiveness of the
    technical and organisational measures adopted by it).
  • Either party may, at any time on not less than 30 days’ notice,
    revise this clause 4 by replacing it with any applicable controller
    to processor standard clauses or similar terms forming part of an
    applicable certification scheme (which shall apply when replaced by
    attachment to this agreement).
  • Mobile Rocket’s obligations
    1. Mobile Rocket undertakes that the Services will be performed with
      reasonable skill and care.
    2. The undertaking at clause 5.1 shall not apply to the extent of any
      non-conformance which is caused by use of the Services contrary to
      Mobile Rocket’s instructions, or modification or alteration of the
      Services by any party other than Mobile Rocket or Mobile Rocket’s
      duly authorised contractors or agents. If the Services do not
      conform with the foregoing undertaking, Mobile Rocket will, at its
      expense, use all reasonable commercial endeavours to correct any
      such non-conformance promptly, or provide the Client with an
      alternative means of accomplishing the desired performance. Such
      correction or substitution constitutes the Client’s sole and
      exclusive remedy for any breach of the undertaking set out in clause
      5.1.
    3. Mobile Rocket does not warrant that:
      1. the Client’s use of the Services will be uninterrupted or
        error-free;
      2. that the Services and/or the information obtained by the Client
        through the Services will meet the Client’s requirements; or
      3. the Application will comply with any Heightened Cybersecurity
        Requirements.
    4. Mobile Rocket is 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
      the Client acknowledges that the Services may be subject to
      limitations, delays and other problems inherent in the use of such
      communications facilities.
    5. This agreement shall not prevent Mobile Rocket 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
      agreement.
    6. Mobile Rocket warrants that it has and will maintain all necessary
      licences, consents, and permissions necessary for the performance of
      its obligations under this agreement.
  • Client’s obligations
    1. The Client shall:
    1. provide Mobile Rocket with:
      1. all necessary co-operation in relation to this agreement;
        and
      2. all necessary access to such information as may be required
        by Mobile Rocket;

      in order to provide the Services, including but not limited to
      Client Data, security access information and configuration services;

    2. without affecting its other obligations under this agreement, comply
      with all applicable laws and regulations with respect to its
      activities under this agreement;
    3. carry out all other Client responsibilities set out in this
      agreement in a timely and efficient manner. In the event of any
      delays in the Client’s provision of such assistance as agreed by the
      parties, Mobile Rocket may adjust any agreed timetable or delivery
      schedule as reasonably necessary;
    4. ensure that the Client Users use the Services in accordance with the
      terms and conditions of this agreement and shall be responsible for
      any Client User’s breach of this agreement;
    5. ensure that any Candidate use the Services in compliance with the
      terms and conditions of the Candidate License made available to the
      Client and Candidate by Mobile Rocket online via
      www.mobilerocket.co.uk/enduserterms or such other web address
      notified by Mobile Rocket to the Client from time to time;
    6. obtain and shall maintain all necessary licences, consents, and
      permissions necessary for Mobile Rocket, its contractors and agents
      to perform their obligations under this agreement, including without
      limitation the Services;
    7. ensure that its network and systems comply with the relevant
      specifications provided by Mobile Rocket from time to time; and
    8. be, to the extent permitted by law and except as otherwise expressly
      provided in this agreement, solely responsible for procuring,
      maintaining and securing its network connections and
      telecommunications links from its systems to Mobile Rocket’s data
      centres, and all problems, conditions, delays, delivery failures and
      all other loss or damage arising from or relating to the Client’s
      network connections or telecommunications links or caused by the
      internet.
  • Charges and payment
    1. The Client shall pay to Mobile Rocket:
      1. the Subscription Fees (including any Additional Client User Fees
        Subscription Fees) within 7 days of the Start Date (or the date
        upon which the Additional Client User Fees arise) and if paying
        monthly, the Client shall pay monthly thereafter for the
        duration (or the remainder) of the Minimum Term and any Renewal
        Period;
      2. if agreed in the Agreement Particulars, the Set Up Fee for the
        Set Up Services on the within seven days of 7 days of the
        receipt of an invoice;
      3. if agreed in the Agreement Particulars, the Development Fee for
        the Development Services within seven days 7 days of receipt of
        an invoice

      in accordance with this clause 7.

    2. The Client shall on the Start Date provide to Mobile Rocket valid,
      up-to-date and complete direct debit or credit card details or
      approved purchase order information acceptable to Mobile Rocket and
      any other relevant valid, up-to-date and complete contact and
      billing details and, if the Client provides:
    1. its direct debit details to Mobile Rocket, the Client hereby
      authorises Mobile Rocket to debit such account for the sums set
      out in clause 7.1 at the frequency set out therein;
    2. its credit card details to Mobile Rocket, the Client hereby
      authorises Mobile Rocket to bill such credit card for the sums
      set out in clause 7.1 at the frequency set out therein;
    3. its approved purchase order information to Mobile Rocket, Mobile
      Rocket shall invoice the Client for the sums set out in clause
      7.1 at the frequency set out therein and the Client shall pay
      each invoice within 7 days after the date of such invoice.
  • If Mobile Rocket has not received payment within 30 days after the
    due date, and without prejudice to any other rights and remedies of
    Mobile Rocket:

 

  1. Mobile Rocket may, without liability to the Client, disable the
    Client’s account and access to all or part of the Services and
    Mobile Rocket shall be under no obligation to provide any or all
    of the Services while the invoice(s) concerned remain unpaid;
    and
  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 the Bank of England from time to time, commencing on the due
    date and continuing until fully paid, whether before or after
    judgment.

  • All amounts and fees stated or referred to in this agreement:
    1. shall be payable in pounds sterling;
    2. are, subject to clause 11.3(b), non-cancellable and
      non-refundable;
    3. are exclusive of value added tax, which shall be added to Mobile
      Rocket’s invoice(s) at the appropriate rate.
  • Mobile Rocket may increase the any Fees, the Subscription Fees, the
    fees payable in respect of and the Additional Client Users on an
    annual basis with effect from the first Renewal Period and on each
    anniversary of the date of this agreement thereafter in line with
    the percentage increase in the Consumer Prices Index in the
    preceding 12-month period, and the first such increase shall take
    effect on the first Renewal Term and shall be based on the latest
    available figure for the percentage increase in the Consumer Prices
    Index.
  • The Client shall need to purchase credits for the ID Checking
    Services through the Mobile Rocket hub. Each ID check shall use on
    credit. Mobile Rocket shall not be obliged to provide any access to
    the ID Checking Services unless the Client has purchased and has a
    balance of ID check credits available.
  • Proprietary rights
    1. The Client acknowledges and agrees that Mobile Rocket and/or its
      licensors own all intellectual property rights in the Services,
      including in any deliverables developed as part of the Set Up
      Services and or the Development Services. Except as expressly stated
      herein, this agreement does not grant the Client any rights to,
      under or in, any patents, copyright, database right, trade secrets,
      trade names, trade marks (whether registered or unregistered),
      rights in codes or coding, or any other rights or licences in
      respect of the Services.
    2. Mobile Rocket confirms that it has all the rights in relation to the
      Services that are necessary to grant all the rights it purports to
      grant under, and in accordance with, the terms of this agreement.
  • Confidentiality
    1. Each party may be given access to Confidential Information from the
      other party in order to perform its obligations under this
      agreement. A party’s Confidential Information shall not be deemed to
      include information that:
    1. is or becomes publicly known other than through any act or
      omission of the receiving party;
    2. was in the other party’s lawful possession before the
      disclosure;
    3. is lawfully disclosed to the receiving party by a third party
      without restriction on disclosure; or
    4. is independently developed by the receiving party, which
      independent development can be shown by written evidence.
  • Subject to clause 9.4, each party shall hold the other’s
    Confidential Information in confidence and not make the other’s
    Confidential Information available to any third party, or use the
    other’s Confidential Information for any purpose other than the
    implementation of this agreement.
  • Each party shall take all reasonable steps to ensure that the
    other’s Confidential Information to which it has access is not
    disclosed or distributed by its employees or agents in violation of
    the terms of this agreement.
  • A party may disclose Confidential Information to the extent such
    Confidential Information is required to be disclosed by law, by any
    governmental or other regulatory authority or by a court or other
    authority of competent jurisdiction, provided that, to the extent it
    is legally permitted to do so, it gives the other party as much
    notice of such disclosure as possible and, where notice of
    disclosure is not prohibited and is given in accordance with this
    clause 9.4, it takes into account the reasonable requests of the
    other party in relation to the content of such disclosure.
  • The Client acknowledges that details of the Services, and the
    results of any performance tests of the Services, constitute Mobile
    Rocket’s Confidential Information.
  • Mobile Rocket acknowledges that the Client Data is the Confidential
    Information of the Client.
  • No party shall make, or permit any person to make, any public
    announcement concerning this agreement without the prior written
    consent of the other parties (such consent not to be unreasonably
    withheld or delayed), except as required by law, any governmental or
    regulatory authority (including, without limitation, any relevant
    securities exchange), any court or other authority of competent
    jurisdiction.
  • The above provisions of this clause 9 shall survive termination of
    this agreement, however arising.
  • Indemnity
    1. The Client shall defend, indemnify and hold harmless Mobile Rocket
      against claims, actions, proceedings, losses, damages, expenses and
      costs (including without limitation court costs and reasonable legal
      fees) arising out of or in connection with the Client’s or any
      Candidate’s use of the Services, provided that:
    1. the Client is given prompt notice of any such claim;
    2. Mobile Rocket provides reasonable co-operation to the Client in
      the defence and settlement of such claim, at the Client’s
      expense; and
    3. the Client is given sole authority to defend or settle the
      claim.
  • Mobile Rocket shall defend the Client, its officers, directors and
    employees against any claim that the Client’s use of the Services in
    accordance with this agreement infringes any United Kingdom patent
    effective as of the Start Date, copyright, trade mark, database
    right or right of confidentiality, and shall indemnify the Client
    for any amounts awarded against the Client in judgment or settlement
    of such claims, provided that:

 

  1. Mobile Rocket is given prompt notice of any such claim;
  2. the Client provides reasonable co-operation to Mobile Rocket in
    the defence and settlement of such claim, at Mobile Rocket’s
    expense; an
  3. Mobile Rocket is given sole authority to defend or settle the
    claim.

  • In the defence or settlement of any claim, Mobile Rocket may procure
    the right for the Client to continue using the Services, replace or
    modify the Services so that they become non-infringing or, if such
    remedies are not reasonably available, terminate this agreement on 2
    Business Days’ notice to the Client without any additional liability
    or obligation to pay liquidated damages or other additional costs to
    the Client.
  • In no event shall Mobile Rocket, its employees, agents and
    sub-contractors be liable to the Client to the extent that the
    alleged infringement is based on:

 

  1. a modification of the Services by anyone other than Mobile
    Rocket; or
  2. the Client’s use of the Services in a manner contrary to the
    instructions given to the Client by Mobile Rocket; or
  3. the Client’s use of the Services after notice of the alleged or
    actual infringement from Mobile Rocket or any appropriate
    authority.

  • The foregoing and clause 11.3(b) states the Client’s sole and
    exclusive rights and remedies, and Mobile Rocket’s (including Mobile
    Rocket’s employees’, agents’ and sub-contractors’) entire
    obligations and liability, for infringement of any patent,
    copyright, trade mark, database right or right of confidentiality.
  • Limitation of liability
    1. Except as expressly and specifically provided in this agreement:
      1. the Client assumes sole responsibility for results obtained from
        the use of the Services by the Client, and for conclusions drawn
        from such use. Mobile Rocket shall have no liability for any
        damage caused by errors or omissions in any information,
        instructions or scripts provided to Mobile Rocket by the Client
        in connection with the Services, or any actions taken by Mobile
        Rocket at the Client’s direction;
      2. 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 agreement; an
      3. the Services are provided to the Client on an “as is” basis.
    2. Nothing in this agreement excludes the liability of Mobile Rocket:
      1. for death or personal injury caused by Mobile Rocket’s
        negligence; or
      2. for fraud or fraudulent misrepresentation.
    3. Subject to clause 11.1 and clause 11.2:
      1. Mobile Rocket shall not be liable whether in tort (including for
        negligence or breach of statutory duty), contract,
        misrepresentation, restitution or otherwise for any loss of
        profits, loss of business, depletion of goodwill and/or similar
        losses or loss or corruption of data or information, or pure
        economic loss, or for any special, indirect or consequential
        loss, costs, damages, charges or expenses however arising under
        this agreement; and
      2. Mobile Rocket’s total aggregate liability in contract (including
        in respect of the indemnity at clause 10.2), tort (including
        negligence or breach of statutory duty), misrepresentation,
        restitution or otherwise, arising in connection with the
        performance or contemplated performance of this agreement shall
        be limited to the total Fees paid by the Client during the 12
        months immediately preceding the date on which the claim arose,
        save as in respect of the provision of the ID Check Services, in
        which case Mobile Rockets total liability for the provision of
        the ID Checking Services shall be £5.00 (Five Pounds).
  • Term and termination
    1. This agreement shall, unless otherwise terminated as provided in
      this clause 12, commence on the Start Date and shall continue for
      the Minimum Term and, thereafter, this agreement shall be
      automatically renewed for successive periods equal in duration to
      the Minimum Term (each a Renewal Period), unless:
    1. either party notifies the other party of termination, in
      writing, at least 90 days before the end of the Minimum Term or
      any Renewal Period, in which case this agreement shall terminate
      upon the expiry of the applicable Minimum Term or Renewal
      Period; or
    2. otherwise terminated in accordance with the provisions of this
      agreement.
  • 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:

 

  1. the other party fails to pay any amount due under this agreement
    on the due date for payment and remains in default not less than
    28 days after being notified in writing to make such payment;
  2. the other party commits a material breach of any other term of
    this agreement which breach is irremediable or (if such breach
    is remediable) fails to remedy that breach within a period of 14
    days after being notified in writing to do so;
  3. the other party repeatedly breaches any of the terms of this
    agreement in such a manner as to reasonably justify the opinion
    that its conduct is inconsistent with it having the intention or
    ability to give effect to the terms of this agreement;
  4. the other party suspends, or threatens to suspend, payment of
    its debts or is unable to pay its debts as they fall due or
    admits inability to pay its debts or is deemed unable to pay its
    debts within the meaning of section 123 of the Insolvency Act
    1986, as if the words “it is proved to the satisfaction of the
    court” did not appear in sections 123(1)(e) or 123(2) of the
    Insolvency Act 1986;
  5. the other party commences negotiations with all or any class of
    its creditors with a view to rescheduling any of its debts, or
    makes a proposal for or enters into any compromise or
    arrangement with its creditors other than for the sole purpose
    of a scheme for a solvent amalgamation of that other party with
    one or more other companies or the solvent reconstruction of
    that other party;
  6. a petition is filed, a notice is given, a resolution is passed,
    or an order is made, for or in connection with the winding up of
    that other party other than for the sole purpose of a scheme for
    a solvent amalgamation of that other party with one or more
    other companies or the solvent reconstruction of that other
    party;
  7. an application is made to court, or an order is made, for the
    appointment of an administrator, or if a notice of intention to
    appoint an administrator is given or if an administrator is
    appointed, over the other party;
  8. the holder of a qualifying floating charge over the assets of
    that other party has become entitled to appoint or has appointed
    an administrative receiver;
  9. a person becomes entitled to appoint a receiver over the assets
    of the other party or a receiver is appointed over the assets of
    the other party;
  10. a creditor or encumbrancer of the other party attaches or takes
    possession of, or a distress, execution, sequestration or other
    such process is levied or enforced on or sued against, the whole
    or any part of the other party’s assets and such attachment or
    process is not discharged within [14] days;
  11. any event occurs, or proceeding is taken, with respect to the
    other party in any jurisdiction to which it is subject that has
    an effect equivalent or similar to any of the events mentioned
    in clause 12.2(d) to clause 12.2(j) (inclusive); or
  12. the other party suspends or ceases, or threatens to suspend or
    cease, carrying on all or a substantial part of its business.

  • On termination of this agreement for any reason:
    1. all licences granted under this agreement shall immediately
      terminate and the Client and its Candidates shall immediately
      cease all use of the Services;
    2. each party shall return and make no further use of any
      equipment, property and other items (and all copies of them)
      belonging to the other party;
    3. Mobile Rocket may destroy or otherwise dispose of any of the
      Client Data in its possession, unless Mobile Rocket receives, no
      later than ten days after the start date of the termination of
      this agreement, a written request for the delivery to the Client
      of the then most recent back-up of the Client Data. Mobile
      Rocket shall use reasonable commercial endeavours to deliver the
      back-up to the Client within 30 days of its receipt of such a
      written request, provided that the Client has, at that time,
      paid all fees and charges outstanding at and resulting from
      termination (whether or not due at the date of termination). The
      Client shall pay all reasonable charges and fees to Mobile
      Rocket for the provision of their services in returning or
      disposing of Client Data; and
    4. 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 agreement
      which existed at or before the date of termination shall not be
      affected or prejudiced.
  • The following provisions of this clause 12.4 shall apply in the
    event that the Client terminates this Agreement in breach of
    contract prior to the expiry of the Minimum Term or the Renewal
    Terms as the case may be:

 

  1. In this clause 12.4 Remainder of the Term means (where the
    Client terminates or is deemed to have terminated this Agreement
    in breach of contract) the period that the Agreement would have
    had left to run if the Client had instead terminated it at the
    earliest following opportunity without being in breach of
    contract.
  2. In the event that the Client is in breach of contract by
    terminating this Agreement otherwise than in accordance with
    clause 12.1 the Client shall pay to Mobile Rocket as liquidated
    damages an amount equal to 85% of the sum that the Client would
    have been liable to pay to Mobile Rocket for the Remainder of
    the Term pursuant to this Agreement (calculated at the rate
    which applied at the time of termination), such sum representing
    the lost gross profits of Mobile Rocket.

  • Force majeur
    1. Mobile Rocket shall have no liability to
      the Client under this agreement if it is prevented from or delayed in
      performing its obligations under this agreement, or from carrying on its
      business, by acts, events, omissions or accidents beyond its reasonable
      control, including, without limitation, strikes, lock-outs or other
      industrial disputes (whether involving the workforce of Mobile Rocket or
      any other party), failure of a utility service or transport or
      telecommunications network, act of God, pandemic, epidemic, war, riot,
      civil commotion, malicious damage, compliance with any law or
      governmental order, rule, regulation or direction, accident, breakdown
      of plant or machinery, fire, flood, storm or default of Mobile Rockets
      or sub-contractors, provided that the Client is notified of such an
      event and its expected duration.
  • Conflict
    1. If there is an inconsistency between any of the provisions in the main
      body of this agreement and the Schedules, the provisions in the main
      body of this agreement shall prevail.
  • Variation
    1. No variation of this agreement shall be effective unless it is
      in writing and signed by the parties (or their authorised
      representatives).
  • Waiver
    1. No failure or delay by a party to exercise any right or remedy
      provided under this agreement or by law shall constitute a waiver of
      that or any other right or remedy, nor shall it prevent or restrict the
      further exercise of that or any other right or remedy. No single or
      partial exercise of such right or remedy shall prevent or restrict the
      further exercise of that or any other right or remedy.
  • Rights and remedies
    1. Except as expressly provided in this
      agreement, the rights and remedies provided under this agreement are in
      addition to, and not exclusive of, any rights or remedies provided by
      law.
  • Severance
    1. If any provision or part-provision of this agreement is or becomes
      invalid, illegal or unenforceable, it shall be deemed deleted, but
      that shall not affect the validity and enforceability of the rest of
      this agreement.
    2. If any provision or part-provision of this agreement is deemed
      deleted under clause 18.1 the parties shall negotiate in good faith
      to agree a replacement provision that, to the greatest extent
      possible, achieves the intended commercial result of the original
      provision.
  • Entire agreement
    1. This agreement constitutes the entire agreement between the parties
      and supersedes and extinguishes all previous agreements, promises,
      assurances, warranties, representations and understandings between
      them, whether written or oral, relating to its subject matter.
    2. Each party acknowledges that in entering into this agreement it does
      not rely on, and shall have no remedies in respect of, any
      statement, representation, assurance or warranty (whether made
      innocently or negligently) that is not set out in this agreement.
    3. Each party agrees that it shall have no claim for innocent or
      negligent misrepresentation based on any statement in this
      agreement.
    4. Nothing in this clause shall limit or exclude any liability for
      fraud.
  • Assignment
    1. The Client shall not, without the prior written consent of Mobile
      Rocket, assign, transfer, charge, sub-contract or deal in any other
      manner with all or any of its rights or obligations under this
      agreement.
    2. Mobile Rocket may at any time assign, transfer, charge, sub-contract
      or deal in any other manner with all or any of its rights or
      obligations under this agreement.
  • No partnership or agency
    1. Nothing in this agreement is intended to or
      shall operate to
      create a partnership between the parties, or authorise either party to
      act as agent for the other, and neither party shall have the authority
      to act in the name or on behalf of or otherwise to bind the other in any
      way (including, but not limited to, the making of any representation or
      warranty, the assumption of any obligation or liability and the exercise
      of any right or power).
  • Third party rights
    1. This agreement does not confer any rights on any
      person or party
      (other than the parties to this agreement and, where applicable, their
      successors and permitted assigns) pursuant to the Contracts (Rights of
      Third Parties) Act 1999.
  • Notices
    1. Any notice required to be given under this agreement shall be in
      writing and shall be delivered by hand or sent by pre-paid
      first-class post or recorded delivery post to the other party at its
      address set out in this agreement, or such other address as may have
      been notified by that party for such purposes.
    2. A notice delivered by hand shall be deemed to have been received
      when delivered (or if delivery is not in business hours, at 9 am on
      the first business day following delivery). A correctly addressed
      notice sent by pre-paid first-class post or recorded delivery post
      shall be deemed to have been received at the time at which it would
      have been delivered in the normal course of post.
  • Governing law
    1. This agreement and any dispute or claim arising out of or
      in
      connection with it or its subject matter or formation (including
      non-contractual disputes or claims) shall be governed by and construed
      in accordance with the law of England and Wales.
  • Jurisdiction
    1. Each party irrevocably agrees that the courts of England
      and
      Wales shall have exclusive jurisdiction to settle any dispute or claim
      arising out of or in connection with this agreement or its subject
      matter or formation (including non-contractual disputes or claims).