Subscription Services Agreement
Last Revised: June 4th, 2025
Between PRIVASEE GROUP LTD (company number 11605442, trading as Vera) whose registered office is located at 7 Bell Yard, WC2A 2JR, London, United Kingdom (Vera), and the Customer being the individual or entity whose details are set out in: (i) a Work Order that expressly references this Subscription Services Agreement, or (ii) a subscription plan or order form selected by the Customer when purchasing on an online purchasing portal, or (iii) signing up for and accessing the Services on a free trial basis (each, a Customer).
This Agreement consists of the following:
a) The Work Order attached (including any amended or replacement Work Orders), or a SUBSCRIPTION plan selected by the Customer when purchasing on an online purchasing portal
b) The General Terms and Conditions (including any Schedules)
c) The Data Processing Agreement
In the event of any inconsistency between any of the documents listed above, unless expressly stated otherwise, a document which is higher in the list above will take precedence over a document which is lower in the list.
By using the Service or receiving the Consulting Services, you are agreeing to these terms.
GENERAL TERMS AND CONDITIONS
Vera provides an AI-powered platform that helps team respond to questionnaires. It uses AI to match questions to answers and generate new answered by performing a search over sources. Additionally, their platform helps teams automate compliance towards laws and regulations by scanning for changes and offering tailored recommendations to update policies and procedures.
Vera makes its services available via its Services (as defined below). The parties have agreed to enter into this Subscription Services Agreement under which Vera will allow the Customer to use the Platform and will provide the Services, all as set out in the Work Order. These General Terms and Conditions will apply to all the Customer's use of the Platform and Services.
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions apply to this Agreement:
Acceptable Use Policy: means Vera's acceptable use policy, a copy of which is available at www.getvera.ai/acceptable-use-policy.
Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
Business Day: a day other than a Saturday, Sunday or a public holiday in England.
Commencement Date: the date of commencement as set out in the Work Order.
Confidential Information: means all confidential and proprietary information belonging to a disclosing party including (without limitation) any content, document, image or any information relating to the (i) the Services, (ii) the financial affairs, business, clients, suppliers or market opportunities of the disclosing party and (iii) the data, operations, processes, product information, know how, technical information or trade secrets of the disclosing party, in whatever medium (including oral, visual or electronic form) and including all confidential information identified at the time of disclosure or confirmed in writing as confidential, as well as any information that, due to the circumstances under which it is disclosed, a reasonable person would infer as being confidential.
Consultancy Services: means any consulting, implementation, training or other related services that Vera has agreed provide to the Customer, as set out in the Work Order.
Customer Data: all data generated within the Platform through the Customer's and its Authorised Users' use of the Services.
Customer Files: any documents, databases, files and materials in any media provided by the Customer which the Customer and its Authorised Users provide to Vera or upload or connect to via the Platform.
Data Processing Agreement: means the Vera Data Processing Agreement at https://www.getvera.ai/dpa
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 may be replaced or amended together with any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time in the UK or as replaced or amended which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Documentation: means any document relating to the Platform and Services (including user guides, documentation and help and training materials) made available to the Customer by Vera by any means, including online via the Platform.
Initial Term: means period stated on the Work Order.
Normal Business Hours: 9.00 am to 5.00 pm GMT/BST, as appropriate, each Business Day.
Platform: means Vera's proprietary web-based platform and back-end functionalities, as described in the Documentation.
Vera Materials: any materials made available to the Customer either via the Services or Platform (excluding Customer Data) or as part of a Work Order.
Renewal Term: means a period of 12 months commencing on the day after expiry of the Initial Term.
Services: means the subscription services to be provided by Vera under this Agreement via the Platform as set out in the Work Order including access to and use of the Platform, Software, Documentation and Support in order for the Customer to automate compliance and sales enablement processes and any other services made available by Vera.
Software: means the online software applications and tools made available by Vera for Customers to use as part of the Platform and Services.
Support: means the support to be provided under Clause 4.4.
Support Policy: means Vera's policy for providing support available at http://www.getvera.ai/support-policy.
Term: means the term of this Agreement as set out in Clause 14.1.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any 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; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Work Order: the Work Order attached to this Agreement and as may be updated or replaced by the parties from time to time.
1.2 Clause and Schedule headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 This Agreement shall be binding on, and inure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8 A reference to writing or written includes email.
1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.10 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference of this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
1.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.12 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.
2. USE OF THE PLATFORM
2.1 Subject to the Customer making payment in accordance with Clause 8, Vera hereby grants to the Customer a non-exclusive, non-transferable right to permit its Authorised Users to access and use the Services during the Term solely for the Customer's internal business operations on the terms of this Agreement. The Customer may not allow anyone other than an Authorised User to use and access the Services and Platform.
2.2 The Customer will:
2.2.1 provide Vera with all necessary co-operation in relation to this Agreement and all access to such information as may be required by Vera in order to provide the Platform and Services;
2.2.2 comply with all applicable laws and regulations with respect to its activities under this Agreement, including to maintain all necessary licences, consents, and permissions necessary for it to use and access the Platform and Services;
2.2.3 be solely responsible for: (a) procuring and maintaining the network connections and telecommunications links to or from the Customer's systems so as to be able to access the Platform; and (b) any problems, conditions, delays, delivery failures and all other loss or damage arising from the network connections and telecommunications links to or from to or from the Customer's systems.
2.3 The Customer will not use the Platform to access, store, distribute or transmit any Viruses, or any material that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property, and Vera reserves the right, without liability or prejudice to its other rights to the Customer, to remove and/or to disable the Customer's access to any material that breaches the provisions of this Clause.
2.4 The Customer will not, except to the extent expressly permitted by this Agreement or by applicable law:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
2.5 The Customer will not:
2.5.1 access or use all or any part of the Platform, Software and/or Documentation in order to: (a) build a product or service which competes with the Services; or (b) copy any ideas, features, functions or graphics of the Platform; or
2.5.2 use the Platform, Software and/or Documentation to provide services to third parties (other than in the normal course of its business); or
2.5.3 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform, Software and/or Documentation available to any third party except the Authorised Users; or
2.5.4 attempt to obtain, or assist third parties in obtaining, access to the Platform, Software and/or Documentation, other than as provided under this Clause 2; or
2.5.5 introduce or permit the introduction of, any Virus into the Platform.
2.6 The Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Vera.
2.7 The Customer is responsible for ensuring that its network and systems and telecommunications links meet any hardware, operating system, browser and other technical requirements notified by Vera which are necessary to properly use and access the Platform. Details of Vera's current minimum system requirements are available from Vera on request.
2.8 If you register for a free trial, we will make the applicable Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
3. AUTHORISED USERS
3.1 Vera will ensure that any user credentials (which may include usernames and passwords or other authentication information) necessary for the Customer and its Authorised Users to access the Platform are issued to Authorised Users.
3.2 The Customer will be responsible and liable for all use of the Platform by its Authorised Users (including any misuse of the Platform via its account) and undertakes to ensure that:
3.2.1 each Authorised User keeps confidential and secure the password and/or other authentication information assigned to him or her for his or her use of the Platform and Documentation;
3.2.2 each Authorised User uses and accesses the Platform in compliance with the terms of this Agreement; and
3.2.3 each Authorised User reads and confirms acceptance of the Acceptable Use Policy before accessing and using the Platform and complies with the Acceptable Use Policy.
4. AVAILABILITY, SUPPORT AND SET-UP
4.1 Vera will, during the Term, provide the Services (including access to the Platform) and make available the Documentation to the Customer on and subject to the terms of this Agreement.
4.2 Vera will, during the Term, use commercially reasonable endeavours to maintain availability of the Services 24 hours a day, seven days a week, excluding due to:
4.2.1 planned maintenance outside Normal Business Hours;
4.2.2 unscheduled maintenance;
4.2.3 any action or omission of the Customer (including of its Authorised Users);
4.2.4 data quarantined due to Virus infection; or
4.2.5 interruption relating to or network or internet connections.
4.3 Vera will aim to carry out all maintenance outside Normal Business Hours as far as possible. If it is necessary to carry out planned maintenance during Normal Business Hours, Vera will notify the Customer in advance. If it is necessary to carry out unscheduled maintenance during Normal Business Hours, Vera will notify the Customer as soon reasonably possible.
4.4 As part of the Services, Vera will provide the Customer with Vera's standard support services for the Services during Normal Business Hours at no additional cost in accordance with Vera's Support Policy in effect at the time that the Services are provided. This will include trouble-shooting, error correction and technical assistance.
4.5 Vera may update the Services from time to time to correct any errors or add new functionality. Vera will ensure that no maintenance update or new version will adversely affect the existing facilities or functionality of the Services. If it is necessary for Vera to remove any affected functionality in order to mitigate against a Virus, Vera will inform the Customer in writing as soon as possible and will take all reasonable steps to restore functionality as soon as possible.
4.6 Vera will perform any Consultancy Services as referred to in the Work Order. Consultancy Services will be provided subject to the terms set out in Clause 9.
5. CUSTOMER FILES AND CUSTOMER DATA
5.1 The Customer shall own all rights, title and interest in and to the contents of Customer Files and Customer Data. Where the Customer or its Authorised Users upload or otherwise make available the contents of its Customer Files to Vera via the Platform, the Customer shall have sole responsibility for: (i) the legality, reliability, integrity, accuracy and quality of all data comprising the Customer Files; and (ii) ensuring that it has all necessary rights and licences to upload or otherwise make available the contents of its Customer Files to Vera.
5.2 The Customer acknowledges that Vera will, as part of the Services, have access to Customer Files and Customer Data as follows:
5.2.1 when an Authorised User accesses the Services, Vera will have temporary access to the contents (including any personal data) of any Customer Files that the Authorised User uploads or connects to the Platform during the session. Vera will use this access to identify any relevant parts of the documents as sources and further process these files to generate answers.
5.2.2 as part of the provision of the Services, Vera will store Customer Data generated by the Customer's use of the Platform and Services. Customer Data will consist of a documents uploaded onto the platform and question and answer pairs within any Customer Files that the Customer's Authorised Users have uploaded or connected to the Platform. This Customer Data will be accessible by the Customer and its Authorised Users via the dashboard within the Platform; and
5.2.3 Vera will need to store a limited amount of personal data comprised in Customer Files on a continual basis in order to ensure that the Services can be properly configured to be able to generate answers from existing sources.. Vera will only use such stored personal data to the extent necessary to properly provide the Services to the Customer during the Term and will at all time treat such personal data strictly in accordance with its obligations under Clause 6, including to store such personal data securely at all times and to delete it from its systems on termination of this Agreement. Customer acknowledges that Vera may continue to store data derived from the Customer's use of the Service after termination or expiry of this Agreement provided that such data has been fully anonymised and no longer represents personal data.
5.3 The Customer grants Vera a worldwide, non-exclusive, royalty-free licence to access, use, host, copy, distribute, display and transmit the Customer Files and Customer Data solely for the purpose of providing the Services during the Term. Other than this limited licence, Vera acquires no title, right or interest from the Customer or its Authorised Users in or to any Customer Files or Customer Data.
5.4 Other than as referred to in Clause 5.2.2, Vera will not provide any hosted data storage of Customer Files or Customer Data. Vera will not be responsible for any loss or destruction of data contained in any Customer Files which Authorised Users upload or connect to via the Platform and the Customer acknowledges that it is solely responsible for backing up all Customer Files before it connects to or uploads such files or documents to the Platform. In the event of any loss or damage to Customer Data which is generated from the Customer's use of the Platform and Services and stored within the Platform, the Customer's sole and exclusive remedy against Vera shall be for Vera to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up maintained by Vera.
5.5 After termination of this Agreement, Vera will have no obligation to maintain or provide any Customer Data and will delete or destroy any copies of such reports or other data or materials stored within the Platform environment after one (1) month from the date of termination. It is the responsibility of the Customer to ensure that it has exported all Customer Data from the Services prior to such deletion.
6. DATA PROTECTION
6.1 Each party shall comply with its obligations under the Data Protection Legislation. The parties agree that the terms of the Data Processing Agreement are incorporated by reference into this Agreement and shall govern Vera's processing of any personal data on behalf of the Customer.
7. FEES
7.1 The Customer will pay all fees set out in the Work Order or notified in accordance with this Clause (other than if the Agreement has been properly terminated prior to them becoming due).
7.2 Vera may review its fees up to two times in any 12-month period and will give the Customer at least 45 days' written notice of any fee increase. If the Customer does not wish to accept a fee increase notified under this Clause, the Customer may terminate the Agreement by giving at least 30 days' written notice to expire before the fee increase is due. If the Customer does not notify Vera that it wishes to terminate this Agreement in accordance with this Clause, it will be deemed to have accepted the fee increase.
7.3 Vera will invoice the Customer for the amounts and according to the timescales set out in the Work Order or any notice given under Clause 7.2. Any additional Services requested and provided during the Term may be invoiced separately.
7.4 Unless otherwise expressly agreed to in writing by Vera, all invoices will be due within fourteen (14) days from date of invoice. All amounts and fees stated or referred to in this Agreement are: (a) payable in pounds sterling (unless expressly stated otherwise) to Vera's nominated bank account (unless expressly stated otherwise); (b) exclusive of VAT (which will be added to Vera's invoice(s) at the appropriate rate); and (c) non-cancellable and non-refundable (except as set out in Clause 14.7).
7.5 If Vera has not received payment by the due date, without prejudice to any other rights and remedies of Vera: (a) Vera may, without liability to the Customer, disable the Customer's, account and access to all or part of the Services (together with the password relating to any Authorised User) and Vera will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest will accrue on a daily basis on such due amounts at an annual rate of 4% above the Bank of England base lending rate from the due date until paid.
8. WARRANTIES
8.1 Vera warrants as follows:
8.1.1 it will provide the Services with all reasonable care and skill and in accordance with current best practice within Vera's industry;
8.1.2 the Platform and Services will conform substantially with any written description or specification provided by Vera to the Customer;
8.1.3 it has used all reasonable endeavours and taken all reasonable steps to check the Platform and Software for any Virus and to provide it free from such Virus;
8.1.4 it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
8.2 If the Platform does not conform with the warranties in Clause 8.1, Vera shall use reasonable commercial endeavours to correct any non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. If Vera is unable to provide either of these solutions within a period of 90 days from notification of the non-conformance, the Customer shall be entitled to terminate the Agreement by immediate written notice. Such correction or remedy constitutes the Customer's sole and exclusive remedy for breach of the warranties in relation to the Platform.
8.3 Vera does not make any warranty or guarantee that the Services will provide an exhaustive list of all personal data held by the Customer within its systems and the Customer acknowledges that it is solely responsible for the collection and storage of all personal data within its own systems.
8.4 Vera does not warrant that the Customer's use of the Platform will be uninterrupted or will be free from minor non-critical faults or errors which do not materially affect the functionality of the Platform, provided that Vera shall fix any faults and errors which it is obliged to as part of the Support.
8.5 The warranties given at Clause 8.1 above shall not apply to any non-conformance which is caused by the use of the Platform or Services contrary to Vera's instructions, or due to any modification or alteration of the Platform by any party other than Vera or its authorised contractors.
8.6 Vera shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the Services or the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform and Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.7 Vera shall operate the Platform and provide the Services using infrastructure, software and services as selected by Vera. Such specification is subject to change at any time at Vera's sole discretion provided this does not have a material detrimental effect on the delivery of the Services.
9. CONSULTANCY SERVICES
9.1 To the extent that Vera provides any Consultancy Services, Vera warrants as follows:
9.1.1 it shall provide the Consultancy Services using suitably experienced, qualified and trained personnel;
9.1.2 it shall use its reasonable endeavours to ensure that key resources and personnel allocated to the Consultancy Services maintain their involvement in and throughout delivery of the Consultancy Services; and
9.1.3 it shall provide the Consultancy Services in accordance with all health and safety rules and any reasonable security requirements notified in writing to Vera that apply at any site where Consultancy Services are to be performed.
9.2 Vera shall notify the Customer immediately if it anticipates that completion of any of the Consultancy Services might not be achieved within the time specified.
9.3 In the event of any failure or delay by the Customer which means that Vera is unable to complete the Consultancy Services as planned, Vera reserves the right to charge the Customer any additional costs it incurs in delivering the Consultancy Services. Vera shall notify any such additional costs to the Customer in writing which shall be payable by the Customer in accordance with Clause 7.4.
10. INTELLECTUAL PROPERTY
10.1 The Customer acknowledges and agrees that Vera and/or its licensors own all intellectual property rights in the Platform (as may be updated from time to time by Vera), the Services and the Vera Materials. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform, the Services or the Vera Materials.
10.2 Vera confirms that it has all the rights in relation to the Services, Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
11. INDEMNITIES
11.1 The Customer shall defend, indemnify and hold harmless Vera 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 (i) any use by the Customer and/or its Authorised Users of the Platform or Services in breach of the terms of this Agreement, or (ii) any claim alleging that the Customer is not lawfully entitled to transfer relevant personal data to Vera in order to make the Services available.
11.2 The Customer shall promptly notify Vera if it becomes aware of any claim that its use of the Platform or Services infringes the rights of any third party. Vera shall defend the Customer against any such claim and shall indemnify the Customer against any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
11.2.1 Vera is given prompt notice of any such claim;
11.2.2 the Customer provides reasonable co-operation to Vera in the defence and settlement of such claim, at Vera's expense;
11.2.3 the Customer immediately ceases and ensures that its Authorised Users cease to use the Platform; and
11.2.4 Vera is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, Vera may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on immediate written notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
11.4 Vera's indemnification obligations under Clause 11.2 do not cover third-party claims arising from:
11.4.1 a modification of the Platform or Software by anyone other than Vera;
11.4.2 the Customer's use of the Platform or Software in a manner contrary to the instructions given by Vera or in breach of the terms of this Agreement;
11.4.3 the Customer's use of the Platform or Software in combination with any software or products which have not been approved by Vera; or
11.4.4 the Customer's use of the Platform or Software after notice of the alleged or actual infringement from Vera or any appropriate authority.
12. CONFIDENTIALITY
12.1 Each party acknowledges that it may receive or be given access to Confidential Information of the other party in performance of its obligations or exercise of its rights under this Agreement. Neither party shall disclose any Confidential Information belonging to and received from the other to any third party or use any such Confidential Information for any purpose other than as necessary for the purposes of this Agreement. This obligation shall not apply to Confidential Information which is: (i) in the public domain other than due to a breach of an obligation of confidence; (ii) known to both parties prior to disclosure; or (iii) required to be disclosed by law.
12.2 Each party will protect the other party's Confidential Information from unauthorised disclosure and use with the same degree of care that party uses to protect its own like information, but in no event less than a reasonable degree of care.
12.3 Neither party will disclose or circulate the other party's Confidential Information within its own organisation except to those employees, agents, sub-contractors or consultants who need to know such information in connection with the performance of this Agreement and then only subject to confidentiality obligations with terms no less restrictive than as set out in this Clause 12.
12.4 The Customer acknowledges that details of the Platform, the Services, the Documentation and the pricing under this Agreement constitute Vera's Confidential Information and may not be used by the Customer other than as authorised under this Agreement.
12.5 The Customer agrees that Vera shall be entitled to include the Customer's name and logo on its website and materials in order to publicise and describe its business.
12.6 This Clause 12 shall survive any termination of this Agreement and each party shall promptly action any requests from the other to securely destroy or return Confidential Information in its possession or under its control as appropriate and to certify in writing to the other that it has done so.
13. LIMITATION OF LIABILITY
13.1 This Clause 13 sets out the entire financial liability of the parties (including any liability for the acts or omissions of employees, agents and sub-contractors) to the other: (a) arising under or in connection with this Agreement; (b) in respect of any use made by Customer, and/or any Authorised User of the Services and Documentation or any part of them; and (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
13.2 Nothing in this Agreement excludes the liability of either party:
13.2.1 for death or personal injury caused by that party's negligence;
13.2.2 for fraud or fraudulent misrepresentation; or
13.2.3 for any other matter which cannot be limited or excluded by law.
13.3 Except as expressly and specifically provided in this Agreement:
13.3.1 the Customer assumes sole responsibility for results obtained from the use of the Services and Platform and for the conclusions drawn from such use. Vera shall have no liability for any damage caused by errors or omissions in any information, materials, content or instructions provided to Vera by the Customer or generated through the Customer's use of the Services, or any actions taken by Vera at the Customer's direction;
13.3.2 the Services, Platform and the Vera Materials are provided to the Customer on an "as is" basis; and
13.3.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
13.4 Neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, revenue, business, goodwill and/or similar losses or loss or corruption of data or information, pure economic loss, or for any special, or indirect loss, costs, damages, charges or expenses however arising under this Agreement.
13.5 Each party's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited as follows:
13.5.1 each party's total aggregate liability in respect of breach of confidentiality or under the indemnities in Clause 11 shall be limited to £1 million; and
13.5.2 each party's total aggregate liability in respect of any other loss shall be limited to the aggregate fees payable by the Customer during the 12 months immediately preceding the date on which the claim arose.
14. TERM AND TERMINATION
14.1 This Agreement shall commence on the Commencement Date and shall continue for the Initial Term and thereafter shall renew for subsequent Renewal Terms until and unless terminated by either party in accordance with this Clause 14.
14.2 The parties may terminate this Agreement as follows:
14.2.1 either party may terminate this Agreement by giving at least thirty (30) days' written notice, such notice to take effect at the end of the Initial Term or any Renewal Term;
14.2.2 the Customer may terminate the Agreement as set out in Clause 7.2;
14.2.3 either party may terminate this Agreement at any time during the first month by giving written notice to the other party, such notice to take effect at the end of the first month.
14.2.4 where the Services are being initially provided as a free trial either party may terminate this Agreement at any time during the free trial period by giving written notice to the other party, such notice to take effect at the end of the free trial period.
14.3 Vera may terminate this Agreement, in whole or in part, with immediate effect by giving written notice to the Customer if any licence on which Vera relies to provide the Services is revoked or expires and Vera is unable to provide the Services by an alternative means.
14.4 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:
14.4.1 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 30 days after being notified in writing to make such payment;
14.4.2 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 30 days after being notified in writing to do so;
14.4.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts 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; and/or
14.4.4 the other party passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect or becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors or has a liquidator, receiver, administrator, trustee or similar officer appointed over any or all of its assets or ceases, or threatens to cease, to carry on business.
14.5 Vera may suspend the Customer's access to the Services at any time with immediate effect in the following circumstances:
14.5.1 if the Customer fails to pay any invoice by the due date;
14.5.2 if the Customer's use of the Services (including any use by its Authorised Users) violates any applicable laws; or
14.5.3 if the Customer's use of the Services (including any use by its Authorised Users) breaches any of the terms of this Agreement. For the avoidance of doubt, the Customer will remain liable to pay any fees due during the period of the suspension.
14.6 On termination of this Agreement for any reason:
14.6.1 all rights and authorisations granted under this Agreement shall immediately terminate and the Customer shall cease to use the Services and Platform;
14.6.2 the Customer shall immediately pay to Vera any outstanding invoices and Vera shall invoice the Customer in respect of any Services which have been provided but not previously invoiced, such invoice shall be payable immediately on receipt.
14.6.3 the Customer shall return or delete (at Vera's option) any Vera Materials and other items (and all copies of them) that were provided to it by Vera and make no further use of the Platform, Software or Documentation;
14.6.4 Vera will immediately delete any stored personal data from Customer Files in accordance with Clause 5.2.3 and may destroy or otherwise dispose of Customer Data in its possession in accordance with Clause 5.5; and
14.6.5 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.
14.7 If Vera terminates this Agreement under Clause 8.2 or Clause 14.3, or if either party terminates this Agreement under Clause 14.2.3, Vera will refund the Customer (on a pro rata basis) for any fees which the Customer has paid for Services that have not been provided.
14.8 In addition to those provisions which by their nature are intended to survive any termination of this Agreement, Clauses 5, 6, 8, 10, 11, 12, 13, 14, 16 and 17 of this Agreement shall survive such termination or expiration.
15. FORCE MAJEURE
15.1 Vera shall have no liability to the Customer if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events or omissions beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Vera or any other party), failure of a service, transport, telecommunications or internet network, act of God, epidemic or pandemic, war, riot, civil commotion, malicious damage, terrorism (or threats thereof), compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event.
16. NON-SOLICITATION
16.1 The Customer undertakes that, during the Term and for twelve months after termination of this Agreement, it will not, without the prior written consent of Vera, solicit or entice away from Vera or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Vera party in relation to the provision of the Services.
16.2 Any consent given by Vera in accordance with Clause 16.1 shall be subject to the Customer paying to Vera a sum equivalent to 50% of the then current annual remuneration of Vera's employee, consultant or subcontractor.
17. GENERAL
17.1 Vera may modify these terms from time to time. If the Customers has an active subscription, we will let them know when we update the terms via in-app notification or by email (if they subscribe to receive email updates). If the Customer does not agree to any material changes, the Customer may terminate the Agreement by providing written notice within 30 days of the changes taking effect. You can find our previous version at https://www.getvera.ai/legals/archive.
17.2 No failure or delay 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.
17.3 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.
17.4 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.5 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
17.6 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
17.7 Subject to Clause 17.8, neither party may without the prior written consent of the other, assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement (such consent not to be unreasonably withheld or delayed).
17.8 Vera may:
17.8.1 sub-contract the provision of the Services provided that Vera shall be liable for the acts and/or omissions of its subcontractors as if they were Vera's acts and/or omissions; and
17.8.2 assign its rights under this Agreement to any person to which it transfers its business, provided that the assignee undertakes in writing to the Customer to be bound by Vera's obligations under this Agreement.
17.9 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.
17.10 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise either party to make or enter into any commitments for or on behalf of any other party.
17.11 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by first-class post or recorded delivery or by email 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. A notice delivered by hand or email 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 (provided that, in the case of email, the sender has not been notified that the email failed to be delivered). A correctly addressed notice sent by pre-paid first-class post or recorded delivery shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. This Clause does not apply to the service of any proceedings or any documents in any legal action.
18. GOVERNING LAW AND JURISDICTION
18.1 This Agreement shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any matter arising out of or in connection with this Agreement.