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

Mobile Rocket has developed the Application(s) and platforms and has
made it available to the Client.
The Client wishes to use the Application(s) in its business operations.
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

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.
4. 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
  2. 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
  3. use the Services to provide services to third parties; or
  4. 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
  5. attempt to obtain, or assist third parties in obtaining, access
    to the Services, other than as provided under this clause 2; or
  6. introduce or permit the introduction of, any Virus into Mobile
    Rocket’s network and information systems.
5. 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.
6. 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.
7. 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
3. 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.
4. 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;
  3. 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;
  4. notify the Client without undue delay on becoming aware of a
    personal data breach;
  5. 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.
7. 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).
8. 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.
3. 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.
4. 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.
5. 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.
6. 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.
2. Subject to clause 9.4, each party shall hold the other’s
  Confidential Information in confidence and not make the other’s
  Confidential Information available to any third party, or use the
  other’s Confidential Information for any purpose other than the
  implementation of this agreement.
3. Each party shall take all reasonable steps to ensure that the
  other’s Confidential Information to which it has access is not
  disclosed or distributed by its employees or agents in violation of
  the terms of this agreement.
4. A party may disclose Confidential Information to the extent such
  Confidential Information is required to be disclosed by law, by any
  governmental or other regulatory authority or by a court or other
  authority of competent jurisdiction, provided that, to the extent it
  is legally permitted to do so, it gives the other party as much
  notice of such disclosure as possible and, where notice of
  disclosure is not prohibited and is given in accordance with this
  clause 9.4, it takes into account the reasonable requests of the
  other party in relation to the content of such disclosure.
5. The Client acknowledges that details of the Services, and the
  results of any performance tests of the Services, constitute Mobile
  Rocket’s Confidential Information.
6. Mobile Rocket acknowledges that the Client Data is the Confidential
  Information of the Client.
7. 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.
8. 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.
2. 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.
3. 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.
4. 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.
5. 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.
2. 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.
3. 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.
4. 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).

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Terms & Conditions

TERMS & CONDITIONS

BACKGROUND