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Terms of Service

Last updated: 23 January 2026

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY

This is a legally binding agreement (AGREEMENT) between (the Customer or you) and Essential Communications Ltd trading as “Incentivizer” whose registered address is 124 City Road, London EC1V 2NX, the Supplier, we or us), granting you the right to use and access the Incentivizer platform, including any Updates, Upgrades, patches, fixes or workarounds made available by us, and any data, media or documents associated with it (together, the Subscribed Services).

BY PURCHASING AN INCENTIVIZER SUBSCRIPTION, YOU AGREE TO AND ACCEPT THIS AGREEMENT AND THE FOLLOWING TERMS WHICH WILL BE BINDING ON YOU AND ANY OF YOUR AUTHORISED USERS WHEN ACCESSING OR USING THE SERVICES. PLEASE NOTE, IN PARTICULAR, THE LIMITATIONS ON LIABILITY IMPOSED AT CLAUSE 15.

THIS IS A BUSINESS TO BUSINESS AGREEMENT AND IS NOT TO BE ENTERED INTO BY CONSUMERS. YOU SHOULD ONLY COMPLETE THE PURCHASE OF A SUBSCRIPTION IF YOU ARE A BUSINESS.

IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT ACCESS OR USE THE SERVICES.

1 Definitions and interpretation

1.1 In the Agreement:

1.2 In this agreement:

1.2.1 headings are included for convenience only and shall have no effect on interpretation;

1.2.2 a reference to a ‘party’ includes that party’s successors and permitted assigns;

1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.4 words in the singular include the plural and vice versa;

1.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6 a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time.

1.3 Any obligation of the Supplier under the Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within the Territory as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on the Supplier (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).

2 Legal documents

2.1 Each set of Payment Terms entered into by you form a separate agreement that incorporates the rights and obligations in this Agreement, as well as the rights and obligations in the Subscribed Service Specific Terms for the relevant Services, the Data Protection Addendum and any policies referred to in either this Agreement, the Subscribed Service Specific Terms or the Payment Terms themselves.

2.2 If there is any inconsistency in the rights and obligations set out in the Agreement and/or the documents referred to in them the following order of priority shall prevail (in descending order of priority):

2.2.1 the Payment Terms;

2.2.2 the Subscribed Service Specific Terms;

2.2.3 the Data Protection Addendum;

2.2.4 any policies referred to in this Agreement, the Subscribed Service Specific Terms or the Payment Terms;

2.2.5 this Agreement.

2.3 Subject to the order of precedence set out at clause 2.2, later versions of the documents listed at that clause will take priority over earlier versions if there is any conflict or inconsistency between them.

3 System requirements

3.1 The Subscribed Services require the following technical specifications to operate correctly (which the Customer shall ensure it complies with):

3.1.1 Internet connection (56 Mbps or faster recommended);

3.1.2 A modern web browser (released in 2024 or later recommended).

4 Rights of access and use

4.1 Subject to the terms of this Agreement and payment of the Fees in accordance with the Payment Terms, we hereby grant to you a limited, non-exclusive, non-transferable, non-sublicensable (other than as permitted under clause 4.2) right to access and use the paid for Subscribed Services for the Permitted Purpose only in the Territory and for the duration of the Subscription Period.

4.2 The rights granted at clause 4.1 include a right for you to grant sub-licences to the Authorised Users (where necessary), subject to the terms of the Agreement, including those at clause 6 of this Agreement.

5 Limitations on use

5.1 Except as expressly permitted under this Agreement or by law, you shall not:

5.1.1 use, copy, modify, adapt, correct errors, or create derivative works from, the Subscribed Services;

5.1.2 decode, reverse engineer, disassemble, decompile or otherwise translate, or make alterations to the Subscribed Services, convert the Subscribed Services, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Subscribed Services, other than as expressly permitted under ss 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice in writing to us);

5.1.3 assign, rent, transfer, provide or enable access, sub-licence, lease, resell, distribute, publish, broadcast, transmit, store, archive, display publicly to third parties, disclose or otherwise deal in or encumber the Subscribed Services (in each case, whether or not for charge);

5.1.4 remove or modify any copyright or similar notices, or any of the Supplier’s or any other person’s branding, that the Subscribed Services causes to be displayed when used;

5.1.5 access or use the Subscribed Services, or permit them to be accessed or used, by or on behalf of any third party, otherwise than for the Permitted Purpose;

5.1.6 interfere with any license key mechanism in the Subscribed Services or otherwise attempt to circumvent or interfere with any security features of the Subscribed Services or mechanisms intended to limit your use; or

5.1.7 make the Subscribed Services available over a network or any other method of remote access, or facilitate the same.

5.2 Access and use of the Subscribed Services shall be limited to the Permitted Usage Rights only. Each permitted Authorised User may access and use the Subscribed Services simultaneously on a maximum of [one] device owned or operated by them.

5.3 You shall not exceed the Permitted Usage Rights and you acknowledge that you shall be required, without prejudice to any other rights or remedies to which we may be entitled, to pay us in accordance with the provisions of clause 6.4.

5.4 You shall access and use the Subscribed Services at all times in accordance with any instructions or user guidance and all other terms of this Agreement.

5.5 You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Subscribed Services (including any use in excess of the Permitted Usage Rights).

6 Authorised Users

6.1 You shall ensure that only Authorised Users use the Subscribed Services, and that such use is at all times in accordance with the Agreement. You shall ensure that Authorised Users are, at all times while they have access to the Subscribed Services, the employees, contractors or end customers of the Customer.

6.2 You shall keep a list of all Authorised Users and shall notify the Supplier of such list upon request.

6.3 You shall ensure that the number of Authorised Users for each Subscribed Service does not exceed the Permitted Usage Rights and the purchased number of Authorised Users for the relevant Subscribed Service at any time. You may remove one individual as an Authorised User and replace them with another individual in accordance with the terms of the Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.

6.4 Without prejudice to any other right or remedy we may have, in the event that you are in breach of clause 6.3 then you shall be liable to pay for the number of Authorised Users above the purchased number of Authorised Users as agreed in the Payment Terms for that Subscribed Service for the relevant period, in accordance with our Standard Pricing Terms.

6.5 You shall:

6.5.1 be liable for the acts and omissions of the Authorised Users as if they were your own;

6.5.2 only provide Authorised Users with access to the Services via invitation and shall not provide access to (or permit access by) anyone other than an Authorised User; and

6.5.3 procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement.

6.6 You shall (and shall ensure all Authorised Users shall) at all times comply with the End User Terms and all other provisions of this Agreement.

6.7 Clauses 6.5 to 6.7 (inclusive) shall survive termination or expiry of the Agreement.

7 Indemnity

7.1 YOU SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS US FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, DATA PROTECTION LOSSES (AS DEFINED IN THE DATA PROTECTION ADDENDUM), COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US, OUR AFFILIATES, RESPECTIVE OFFICERS, DIRECTORS AND/OR EMPLOYEES AS A RESULT OF YOUR BREACH OF THIS AGREEMENT.

7.2 THIS CLAUSE 7 SHALL SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT.

8 Support

8.1 Support services shall be available for each paid for Subscribed Service for the duration of the Subscription Period, to the extent and in the manner specified in the relevant Subscribed Service Specific Terms.

8.2 We shall use reasonable endeavours to make the Services available in accordance with our published service availability targets (if any). You acknowledge that no service levels or availability commitments are guaranteed and that service credits are not offered in respect of any downtime, performance issue or failure to meet any target.

8.3 We shall use reasonable endeavours to provide advance notice of scheduled maintenance that may affect availability of the Services. You acknowledge that advance notice may not be possible in the event of emergency maintenance, security issues, third-party failures or Force Majeure events.

8.4 You acknowledge that the Services do not include:

8.4.1 any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services);

8.4.2 data back up or disaster recovery facilities (and the Customer shall ensure it at all times maintains backups of all Customer Data) according to its requirements; or

8.4.3 legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.

8.5 Support services are limited to assistance with use of the Services and do not extend to support for incentive-specific terms, third-party products or services, or issues arising from Customer-configured incentive programs.

9 Changes to services and terms

9.1 We may at our absolute discretion make, and notify you of, updated versions of the documents referred to in clause 2.1 or other documents referred to in any part of this Agreement (excluding in each case the Payment Terms) (New Versions) from time to time by notifying you of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other means which we elect]. New Versions will replace the preceding version of the same document(s) for the purposes of the Agreement from the date ten Business Days after they are published on the Supplier’s platform (or at such later date as we may specify).We shall comply with our related obligations in the Data Protection Addendum (available here).

9.2 You acknowledge that, subject to the provisions of this clause, we are entitled to modify the features and functionality of the Services and may also establish new limitations on the Subscribed Services (or any part), including to the volume of data which may be used, stored or transmitted in connection with the Subscribed Service, access to application programming interfaces and changes to data retention periods. Changes that we introduce under this clause shall be introduced via a New Version and any modification shall not materially adversely affect the use of the relevant Subscribed Service(s) by our customers generally. We shall comply with our related obligations in the Data Protection Addendum.

10 Records and audit

10.1 During the Subscription Period and for seven years thereafter, you shall maintain accurate and complete records of the Customer’s and its Authorised Users’ access and usage of the Subscribed Services under the Agreement including:

10.1.1 the number of Authorised User accounts that you have purchased; and

10.1.2 the identity of any Authorised Users.

10.2 You shall allow and procure for the Supplier (and any authorised representatives of the Supplier) access to audit (and take copies of) the relevant records of the Customer and the Authorised Users, to the extent necessary (and legally permitted in the circumstances) to verify that the access and use of the Subscribed Services is in accordance with this Agreement.

10.3 Unless otherwise agreed in writing, the inspections and audits referred to in clause 10.2 shall be undertaken:

10.3.1 during your normal business hours on Business Days;

10.3.2 subject to the provision by us of a minimum of five Business Days’ notice; and

10.3.3 not more than twice in any calendar year during the Subscription Period.

10.4 You shall, at your own cost, provide all reasonable assistance and co-operation to us in conducting any inspection or audit undertaken under this clause 10. We will comply with your reasonable directions to minimise disruption to your business and to safeguard the confidentiality of the Customer Data.

10.5 At the Supplier’s request from time to time the Customer shall promptly (and in any event within two Business Days of such request) provide the Supplier with copies of the records referred to in clause 10.1.

10.6 The Supplier may monitor, collect, store and use information on the use and performance of the Services (including Customer Data) to detect threats or errors to the Services and/or Supplier’s operations and for the purposes of the further development and improvement of the Supplier’s services, provided that such activities at all times comply with the Privacy Policy.

10.7 The provisions of this clause 10 shall survive termination or expiry of this Agreement for a period of 12 months.

11 Warranty

11.1 We warrant that:

11.1.1 each Subscribed Service will operate materially in accordance with its description (maintained and published here https://incentivizer.ai/pricing/) when used in accordance with this Agreement under normal use and normal circumstances during the Subscription Period; and

11.1.2 we will provide each of the Services with reasonable care and skill.

11.2 If you receive any Update or Upgrade of the Subscribed Services under this Agreement, such Update or Upgrade will be covered under the warranty at clause 11.1.

11.3 If there is a breach of the warranty in clause 11.1, provided that you notify us in writing within ten Business Days of the date you ought reasonably have become aware of the breach, we will, at our option:

11.3.1 use reasonable endeavours to rectify the breach within a reasonable time; or

11.3.2 terminate this Agreement in which case you will be entitled to a refund pursuant to the Payment Terms

To the maximum extent permitted by law, this clause 11.3 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 11.1.

11.4 The warranty in clause 11.1 is subject to the limitations and exclusions set out in clause 15. In addition, the warranty shall not apply to the extent that any error in the Subscribed Services arises as a result of:

11.4.1 incorrect access or use of the Subscribed Services by the Customer or any Authorised User;

11.4.2 access to or use of the Subscribed Services by the Customer or any Authorised User other than for the purposes for which it is intended;

11.4.3 modification or alteration of the Subscribed Services without our written consent;

11.4.4 access or use of the Subscribed Services with other software or on equipment with which it is incompatible;

11.4.5 attempted repair, rectification or maintenance by any person other than the Supplier or a third party authorised by the Supplier;

11.4.6 failure to install any Update or Upgrade recommended and made available by us; or

11.4.7 any Relief Event.

11.5 You acknowledge that we do not give any term, warranty, condition or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:

11.5.1 the Subscribed Services meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;

11.5.2 the Subscribed Services operating in a manner which is uninterrupted or free from minor errors or defects; or

11.5.3 the Subscribed Services being compatible with any software or with any particular hardware.

11.6 Subject to clause 15.5, the provisions of clauses 11.3 and 13.6 set out the Customer’s sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 11.1 or for any other error or defect in, defective performance or inability to use the Subscribed Services or any part of them.

11.7 Other than as set out in this clause 11, and subject to clause 15.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

12 Your responsibilities

12.1 You shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.

13 Intellectual Property Rights

13.1 The Customer acknowledges that all Intellectual Property Rights in the Services are owned by or licensed to the Supplier, that the right to access and use the Subscribed Services is licensed (not sold) to the Customer and that the Customer shall have no other rights other than those granted under the terms of this Agreement. For the avoidance of doubt, the Customer shall have no right to access the Subscribed Services in source code form. To the extent that the Customer, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in any part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause 13.1.

13.2 The Customer and Authorised Users may be able to store or transmit Customer Data using one or more Subscribed Services and the Subscribed Services may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for the Supplier (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data and Customer Systems to the extent reasonably necessary to perform or provide the Services or to exercise or perform the Supplier’s rights, remedies and obligations under the Agreement.

13.3 To the extent Third Party Software is made available to, or used by or on behalf of the Customer or any Authorised User in connection with the use or provision of any Subscribed Service, such use of Third Party Software shall be subject to any additional third party terms in accordance with clause 5.

13.4 The Supplier may use any feedback and suggestions for improvement relating to the Services provided by the Customer or any Authorised User without charge or limitation (Feedback). The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such Feedback is first provided to the Supplier.

13.5 The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to the Supplier under this Agreement.

13.6 If the Supplier has reason to believe that a third-party claim may be (or if such a claim has been) brought by any third party alleging that the Subscribed Services infringe any Intellectual Property Rights of a third party (an IPR Claim), the Supplier may at its sole option and expense, and the Customer shall permit the Supplier to:

13.6.1 obtain the right for the Customer to continue to use the Subscribed Services; or

13.6.2 modify or replace the Subscribed Services to avoid infringement or alleged infringement without causing a material adverse impact to the Subscribed Services.

13.7 If we are unable to achieve either of the outcomes described in clause 13.6, having used reasonable endeavours, we may terminate this Agreement.

13.8 Subject to clause 15.5, the provisions of this clause 13 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IPR Claim.

13.9 This clause 13 shall survive the termination or expiry of this Agreement.

14 Relief

To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

15 Limitation of liability

15.1 THE EXTENT OF THE SUPPLIER’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) SHALL BE AS SET OUT IN THIS CLAUSE 15.

15.2 SUBJECT TO CLAUSES 15.3 AND 15.5, THE SUPPLIER’S TOTAL AGGREGATE LIABILITY HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

15.2.1 AN AMOUNT EQUAL TO THE FEES PAID TO THE SUPPLIER BY THE CUSTOMER IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT FIRST GIVING RISE TO ANY CLAIM UNDER THIS AGREEMENT; OR

15.2.2 AN AMOUNT EQUAL TO 12 TIMES THE FEES DUE OR PAID TO THE SUPPLIER FOR THE FIRST MONTH OF THE SUBSCRIPTION PERIOD.

15.3 SUBJECT TO CLAUSE 15.5, THE SUPPLIER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES.

15.4 SUBJECT TO CLAUSE 15.5, THE SUPPLIER SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING (WHETHER DIRECT OR INDIRECT):

15.4.1 LOSS OF PROFIT;

15.4.2 LOSS OF REVENUE;

15.4.3 LOSS OR CORRUPTION OF DATA;

15.4.4 LOSS OR CORRUPTION OF SOFTWARE OR SYSTEMS;

15.4.5 LOSS OR DAMAGE TO EQUIPMENT;

15.4.6 LOSS OF USE;

15.4.7 LOSS OF PRODUCTION;

15.4.8 LOSS OF CONTRACT;

15.4.9 LOSS OF COMMERCIAL OPPORTUNITY;

15.4.10 LOSS OF SAVINGS, DISCOUNT OR REBATE (WHETHER ACTUAL OR ANTICIPATED);

15.4.11 HARM TO REPUTATION OR LOSS OF GOODWILL;

15.4.12 LOSS OF BUSINESS; AND

15.4.13 WASTED EXPENDITURE.

15.5 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SUPPLIER’S LIABILITY SHALL NOT BE LIMITED IN ANY WAY IN RESPECT OF THE FOLLOWING:

15.5.1 DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;

15.5.2 FRAUD OR FRAUDULENT MISREPRESENTATION; OR

15.5.3 ANY OTHER LOSSES WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

15.6 THIS CLAUSE 15 SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.

16 Suspension

16.1 We may suspend access to the Services (or any part) to all or some of the Authorised Users if:

16.1.1 we reasonably suspect that there has been any misuse of the Services or material breach of this Agreement;

16.1.2 you fail to pay any sums due to us by the due date for payment; or

16.1.3 required by law, by court or governmental or regulatory order.

16.2 Where the reason for the suspension is suspected misuse of the Services or material breach of this Agreement, without prejudice to our rights under clause 17, we will take steps to investigate the issue and within ten Business Days notify you in writing of the outcome of the investigation, and either restore the Services or exercise our right to terminate the Agreement in accordance with 17

16.3 In relation to suspensions under clause 16.1.2, access to the Services will be restored promptly after we receive payment in full and cleared funds.

16.4 Fees shall remain payable during any period of suspension notwithstanding that you or some or all of the Authorised Users may not have access to the Services, however in cases where the investigation pursuant to clause 16.2 determines that you were not in breach, you shall be entitled to a refund of any Fees paid in advance in respect of the period of suspension.

17 Term and termination

17.1 This Agreement shall come into force on the Commencement Date and, unless terminated earlier in accordance with its terms, shall continue until there are no longer any Subscribed Service Specific Terms in force, after which it shall automatically expire.

17.2 We may terminate this Agreement at any time by giving you notice in writing if:

17.2.1 you commit a material breach of the Agreement and such breach is not remediable;

17.2.2 you commit a material breach of this Agreement which is not remedied within 10 Business Days of receiving written notice of such breach; or

17.2.3 you fail to pay any Fees due under the Payment Terms on the due date and such amount remains unpaid within 10 Business Days after you have received notification that the payment is overdue.

17.2.4 we, acting reasonably, determine, pursuant to the investigation carried out pursuant to clause 16.2 misuse of the Services or a material breach of the Agreement by you.

17.3 Any breach by you of the End User Terms or of clause 5 shall be deemed a material breach of this Agreement which is not remediable.

18 Consequences of termination

18.1 On termination or expiry of the Agreement (for any reason):

18.1.1 the licences and rights granted by us shall immediately terminate and you shall (and, if applicable, shall procure that each Authorised User shall) immediately stop accessing and using the Subscribed Services;

18.1.2 we may delete or suspend access to any accounts that you hold with us and any Authorised User accounts;

18.1.3 you are not entitled to a refund or other payment, except as otherwise stated in this Agreement or the relevant Payment Terms; and

18.1.4 Customer Data will be treated in accordance with clause 19.6.

18.2 You shall be responsible for backing up your data regularly and extracting it from the Subscribed Services prior to the termination or expiry of the Agreement. We shall not be obliged to provide you with any assistance in extracting or recovering data whether during or after the Subscription Period.

18.3 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.

19 Customer Data

19.1 Customer Data shall at all times remain the property of you or your licensors.

19.2 Except to the extent the Supplier has direct obligations under data protection laws and/or the Data Protection Addendum, the Customer acknowledges that the Supplier has no control over any Customer Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.

19.3 If the Supplier has a reasonable belief that any Customer Data does not comply with the End User Terms the Supplier shall have the right to (in respect only of that part of Customer Data which is not compliant, where it is possible to isolate this):

19.3.1 permanently delete or otherwise remove the relevant Customer Data from the Services;

19.3.2 suspend access to the relevant Customer Data from the Services in accordance with clause 16; and/or

19.3.3 disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer).

Where reasonably practicable and lawful the Supplier shall notify the Customer before taking such action.

19.4 Except as otherwise expressly agreed in the Agreement or required by Applicable Law, the Supplier shall not be obliged to provide the Customer with any assistance in extracting, transferring or recovering any data (including Customer Data) whether during or after the Subscription Period. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s business. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its and its Authorised User’s needs) and extracts it from each Subscribed Service prior to the termination or expiry of the Agreement or the cessation or suspension of any of the Services where it has received notice from the Supplier of the same.

19.5 The Supplier routinely undertakes regular backups of the Subscribed Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make the Supplier responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Supplier shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.

19.6 Unless otherwise set out in the Payment Terms, the Subscribed Service Specific Terms or subsequently agreed by the parties in writing, the Customer hereby instructs that the Supplier shall within 60 days of the end of the provision of the Services (or any part) relating to the processing of the Customer Data securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws requires the Supplier to store such Customer Data. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with the Agreement.

20 Confidentiality and security of Customer Data

21.1 The Supplier shall maintain the confidentiality of the Customer Data in accordance with the provisions of clause 21 and shall not without the prior written consent of the Customer use, copy or disclose the Customer Data other than as necessary for the performance of the Subscribed Services or in accordance with its express rights and obligations under this Agreement or the Data Protection Addendum.

21 Confidential Information

21.1 Each party (the Receiving Party) shall:

21.1.1 keep confidential any information that is confidential in nature concerning the other party and/or its Affiliates (including (to the extent confidential) any details of its business, affairs, customers, clients, suppliers, plans or strategy) which is provided or made available by the other party to the Receiving Party under or in connection with this Agreement (Confidential Information); and

21.1.2 not use, or disclose to any person, the other party’s Confidential Information, except as permitted by clause 21.2;

21.2 The Receiving Party may:

21.2.1 subject to clause 21.4, disclose any Confidential Information to any of its employees, officers, representatives, subcontractors or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that the Receiving Party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 21 as if it were the Receiving Party

21.1.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

21.2.3 subject to clause 21.4, use Confidential Information only to the extent reasonably necessary to perform its obligations under this Agreement

21.3 Each party recognises that any breach or threatened breach of this clause 21 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

21.4 To the extent that any Confidential Information is personal data, such Confidential Information may be disclosed or used only to the extent that such disclosure or use does not conflict with the Data Processing Addendum.

21.5 The obligations under this clause and clause 20 above shall survive the variation, expiry or termination of this Agreement for a period of two years thereafter.

22 Publicity

We may identify you by name and logo as a customer of the Services in our marketing and promotional materials in accordance with its standard marketing practices, unless you notify us in writing that you object to such use.

23 Entire agreement

23.1 This Agreement and any descriptions of the Services made available by the Supplier, constitute the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

23.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.

23.3 Nothing in the Agreement shall limit or exclude any liability for fraud.

24 Notices

24.1 Any notice or other communication given by a party under the Agreement shall be:

24.1.1 in writing and in English;

24.1.2 signed by, or on behalf of, the party giving it (except for notices sent by email); and

24.1.3 where sent to the Supplier, sent to the address set out in the ‘contact us’ details on the Supplier’s website at https://incentivizer.ai/contact/;

24.1.4 where sent to the Customer, sent to the address provided to us by you when you subscribed to the Service.

24.2 Notices may be given, and are deemed received:

24.2.1 by hand: on receipt of a signature at the time of delivery;

24.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

24.2.3 by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting; and

24.2.4 by email: on receipt of a delivery receipt email from the correct address.

24.3 This clause does not apply to notices given in legal proceedings or arbitration.

25 Variation

Except where provided for in clause 9, no variation of this Agreement shall be valid or effective unless it is in writing and is duly signed or executed by, or on behalf of, each party.

26 Assignment and sub-contracting

26.1 We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of the Supplier’s rights or obligations under this Agreement, provided that we give you prior written notice.

26.2 Except as expressly permitted by this Agreement, you shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without the Supplier’s prior written consent.

27 Set off

Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

28 No partnership or agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

29 Severance

29.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

29.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

30 Waiver

30.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

31 Compliance with law

31.1 The Customer shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this Agreement.

31.2 Without prejudice to the generality of clause 31.1, the Customer shall comply with all applicable laws, rules, and regulations governing export that apply to the Services and the Customer Data (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services or the Customer Data (or any part) to, or access or use the Services or the Customer Data (or any part) in, any country for which an export licence or other approval is required, without first obtaining such licence or other approval. Without prejudice to the Supplier’s obligations under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access, importation or use of the Services and the Customer Data in or into any part of the Territory or elsewhere complies with all export laws.

32 Third party rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

33 Authority

Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under this Agreement.

34 Governing law and jurisdiction

34.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

34.2 The parties irrevocably agree 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, its subject matter or formation (including non-contractual disputes or claims).