Terms & Conditions

Reliably Terms of Service

About Us

Reliably is a brand of ChaosIQ Limited, a company registered in England and Wales under company registration number 11438202, with our registered office at 53 The Piazza, Eastbourne, East Sussex,BN23 5TQ England. We refer to ourselves as “Reliably” in these Terms of Service.

These Terms of Service

These Terms of Service govern access to and use of the Reliably Product and the Reliably Services by the Customer.

There is no need to sign these Terms of Service. They are deemed to be automatically accepted when the Customer accepts the Order Form or when Reliably makes the Reliably Product and / or the Reliably Services available to the Customer (whichever is sooner).

Interpretation

The definitions and rules of interpretation in this clause apply in this Contract.

Authorised Users

Means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Reliably Product.

Business Day

Means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Reliably Product

Means Reliably’s production-ready packaged product which is provided to the Customer on a software-as-a-service (SaaS) basis.

Reliably Services

Means the services provided by Reliably to the Customer which are additional to the Reliably Product and which may include providing the Customer with advice and recommendations regarding Experiments and providing the Customer with consultancy services related to Experiments and chaos engineering generally, and which in each case shall be set out in the Order Form or otherwise agreed in writing between the Parties from time to time (and all such services shall be governed by the terms of this Contract).

Chaos Toolkit

Means the open-source, free and community-driven toolkit and API which allows access to various chaos engineering tools (together with the Extensions).

Charges

Means the charges for the Reliably Product and the Reliably Services as set out in the Order Form (or, if not set out there, Reliably’s standard charges for the Reliably Product and the Reliably Services).

Commencement Date

Means the commencement date set out in the Order Form or the first date Reliably makes the Reliably Product and / or the Reliably Services available to the Customer (whichever is earlier).

Community

Means the community of users of, and subscribers to, the Chaos Toolkit and/or the Reliably Product.

Confidential Information

Means information that is proprietary or confidential and is either clearly labelled as such, would be obviously confidential to a reasonable businessperson, or is identified as Confidential Information in clause 17.5.

Contract

Means this contract between Reliably and the Customer which is made up of the Order Form and these Terms of Service.

Customer

Means the customer set out in the Order Form.

Customer Data

Means the data inputted by the Customer, Authorised Users, or Reliably on the Customer’s behalf for the purpose of using the Reliably Product.

Customer System

Mean the Customer’s IT hardware, software, systems and infrastructure used in the operation of its business.

Derivative Data

Means any data created by or on behalf of Reliably as a result of Reliably (or a third party acting on Reliably’s behalf) processing Customer Data and / or Experiment Data.

Documentation

Means the documentation made available to the Customer by Reliably from time to time which sets out a description of the Reliably Product and the user instructions for the Reliably Product.

Experiment

Means the Customer’s chaos engineering experiment run with the Reliably Product which is designed to demonstrate how the Customer System behaves in the event of a failure.

Experiment Data

Means the data and results from an Experiment.

Extension

Means the driver extensions, plugin extensions and other extensions for the Chaos Toolkit.

Initial Subscription Term

Means the initial term of this Contract as set out in the Order Form (or, if not set out there, 12 months from the Commencement Date).

Intellectual Property Rights

Means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

Library

Means the library of Experiments which are available from the Reliably Product.

Live Environment

Means the Customer’s live IT systems and software used in the operation of its business.

Normal Business Hours

Means 8.00 am to 5.00 pm local UK time, each Business Day.

Order Form

Means Reliably’s order form for the Reliably Product and / or the Reliably Services.

Parties

Means Reliably and the Customer, each a “Party”.

Renewal Period

Means the period described in clause 20.2.

Sandbox Environment

Means a non-production testing environment which allows the Customer to run the Experiments outside the Live Environment.

Software

Means the software applications provided or made available by Reliably as part of the Reliably Product.

Terms of Service

Means the terms of service set out in this document.

Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.

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 under that statute or statutory provision from time to time.

References to clauses and schedules are to the clauses and schedules of this Contract; references to paragraphs are to paragraphs of the relevant schedule to this Contract.

Scope of this agreement

This Contract covers the Customer’s use of:

1. the Reliably Product; and
2. the Reliably Services.

The Customer shall pay Reliably the Charges for the Reliably Product and the Reliably Services in accordance with clause 15.

Chaos Toolkit

The Customer shall download onto the Customer System, maintain and regularly update the Chaos Toolkit to run the Experiments and to make use of the Reliably Product and the Reliably Services; and

The Customer acknowledges and agrees that if the Customer fails to comply with clause 5.1, the Customer may not be able to make use of the Reliably Product and / or the Reliably Services (in whole or in part) and, in those circumstances, the Customer shall remain liable to pay the Charges to Reliably in accordance with this Contract.

The Customer is solely responsible for its use of the Chaos Toolkit . Reliably shall have no liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in relation to the Customer’s use of the Chaos Toolkit. The Customer shall indemnify Reliably for all claims, costs, damage and expenses (including reasonable legal expenses) incurred by Reliably as a result of the Customer’s use of the Chaos Toolkit.

Authorised users

Subject to the Customer complying with the terms and conditions of this Contract, Reliably hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to access and use the Reliably Product and the Documentation during the term of this Contract solely for the purpose of conducting the Customer’s own Experiments.

The Customer shall ensure that:

1. no person shall access or use the Reliably Product except for the Authorised Users;
2. no Authorised User shall access or use the Reliably Product for any purpose except in relation to the Customer’s own Experiments for the Customer’s own internal business purposes;
3. each Authorised User shall keep a secure password for his use of the Reliably Product and that each Authorised User shall keep his password confidential; and
4. if any password is provided to any individual who is not an Authorised User, the Customer shall notify Reliably immediately so Reliably can disable the password.

The Customer shall not access, store, distribute or transmit any viruses or any other technologically harmful code or material, or any material that is unlawful, harmful or offensive, during the course of its use of the Reliably Product or the Reliably Services.

The Customer:

1. shall not (nor attempt to) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Reliably Product, the Software and/or Documentation (as applicable) in any form or media or by any means; or
2. shall not (nor attempt to) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Reliably Product or the Software; or
3. shall not (nor attempt to) access all or any part of the Reliably Product and/or Documentation in order to build a product or service which competes with the Reliably Product; or
4. shall not use the Reliably Product and/or Documentation to provide services to third parties; or
5. shall not, except as expressly permitted by this Contract, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Reliably Product and/or Documentation available to any third party except the Authorised Users, or
6. shall not attempt to obtain, or assist third parties in obtaining, access to the Reliably Product and/or Documentation, other than as expressly permitted by this Contract.

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, and use of, the Reliably Product and the Documentation and, in the event of any such unauthorised access or use, promptly notify Reliably.

The rights provided under this clause 6 are granted to the Customer only, and shall not be considered granted to any subsidiary, holding company or affiliate of the Customer.

Access

Reliably shall make the Reliably Product available to the Customer online as a software-as-a-service (SaaS) product.

Reliably Product

Reliably shall, during the term of this Contract, provide the Reliably Product and make available the Documentation to the Customer on and subject to the terms of this Contract.

Reliably shall use commercially reasonable endeavours to make the Reliably Product available 24 hours a day, seven days a week. However, the Customer acknowledges and agrees that the Reliably Product may sometimes be unavailable due to:

1. scheduled maintenance work performed outside Normal Business Hours where reasonably practicable; or
2. the interruption or failure of any part of the Reliably Product or the need to carry out unscheduled maintenance work on the Reliably Product.

Reliably will provide the Customer with the applicable support services set out in the Order Form and in accordance with Reliably's Support Services Policy in effect at the time (as amended by Reliably from time to time).

Data and results

The Customer shall own all right, title and interest in and to all:

1. Customer Data which is not Personal Data (as defined in the Schedule to this Contract); and
2. Experiment Data.

The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data.

Reliably shall follow its archiving procedures for Customer Data and Experiment Data as set out in its Back-Up Policy which is available on request, as such document may be amended by Reliably in its sole discretion from time to time. In the event of any loss or damage to Customer Data or Experiment Data, the Customer's sole and exclusive remedy against Reliably shall be for Reliably to use reasonable commercial endeavours to restore the lost or damaged Customer Data or Experiment Data from the latest back-up of such Customer Data or Experiment Data maintained by Reliably in accordance with the archiving procedure described in its Back-Up Policy. Reliably shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data or Experiment Data caused by any third party (except those third parties sub-contracted by Reliably to perform services related to Customer Data or Experiment Data maintenance and back-up).

By entering into this Contract the Customer grants Reliably a royalty-free, non-exclusive, perpetual, irrevocable, worldwide, transferrable and sub-licensable licence to use the Customer Data which is not Personal Data and the Experiment Data:

1. to perform Reliably’s obligations under this Contract;
2. to further develop the Reliably Product and the Software;
3. to create Derivative Data (which shall be owned by Reliably);
4. to use the Customer Data and / or Experiment Data for the following purposes:
   1. to include the Experiment and the Experiment Data in the Library;
   2. to create indexes of Experiments and to recommend Experiments to certain industry sectors; and
   3. to make the Experiment and the Experiment Data available to other members of the Community.

Both Parties will comply with all applicable requirements of the Data Protection Legislation (as defined in the Schedule to this Contract). This clause 9.5 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.

The parties shall comply with their obligations set out in the Schedule to this Contract.

Third party software

The Customer shall at all times fully comply with the terms and conditions applicable to:

1. the Chaos Toolkit; and
2. all third-party software which is part of, or is used by the Customer in connection with, the Reliably Product.

The Customer acknowledges and agrees that if the Customer fails to comply with clause 10.1, the Customer may not be able to make use of the Chaos Toolkit, the Reliably Product and / or the Reliably Services (in whole or in part) and, in those circumstances, the Customer shall remain liable to pay the Charges to Reliably in accordance with this Contract.

Third party providers

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

Reliably's obligations

Reliably undertakes that:

1. the Reliably Product will perform substantially in accordance with the Documentation; and
2. the Reliably Services will be performed with reasonable skill and care.

The undertaking at clause 12.1 shall not apply to the extent of any non-conformance which is caused by use of the Reliably Product contrary to Reliably's instructions, or modification or alteration of the Reliably Product by any party other than Reliably or Reliably's duly authorised contractors or agents, or the Customer’s failure to promptly install any update, upgrade, new version or new release of the Software released by Reliably, or any other non-conformance caused by the Customer’s acts or omissions. If the Reliably Product does not conform with the foregoing undertaking, Reliably will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 12.1. Notwithstanding the foregoing, Reliably:

1. does not warrant that the Customer's use of the Reliably Product will be uninterrupted or error-free; or that the Reliably Product and/or the information obtained by the Customer through the Reliably Product will meet the Customer's requirements; and
2. 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 Customer acknowledges that the Reliably Product may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

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

Reliably warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.

Customer's obligations

The Customer shall:

1. provide Reliably with:
   1. full co-operation and assistance in relation to this Contract; and
   2. access to all information and data as may be reasonably required by Reliably,
   in order for Reliably to perform its obligations under this Contract;
2. allow Reliably access to the Customer’s premises and Customer System as reasonably required by Reliably to perform the Reliably Services;
3. without affecting its other obligations under this Contract, comply with all applicable laws and regulations with respect to its activities under this Contract;
4. carry out all the Customer’s responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays by the Customer, Reliably may adjust any agreed timetable or delivery schedule as reasonably necessary;
5. ensure that the Authorised Users use the Reliably Product, the Documentation and the Reliably Services in accordance with this Contract and shall be responsible for any Authorised User's breach of this Contract;
6. ensure that the Customer System complies with the relevant specifications provided by Reliably from time to time; and
7. be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from the Customer System to Reliably's data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer System or telecommunications links or caused by the internet.

Whilst Reliably may provide the Customer with advice, recommendations and other services related to the Experiments, the Customer agrees that:

1. it is the Customer’s sole responsibility to select, create and run the most appropriate Experiments based on the Customer’s detailed understanding of the Customer’s business and the Customer System; and
2. Reliably shall not be responsible for, and shall have no liability to the Customer for, the selection, creation or running of the Experiments by the Customer.

The Customer warrants and represents on an ongoing basis that:

1. all software code, materials and other items created by the Customer in connection with the Customer’s use of the Reliably Product are the Customer’s original work, have not been copied (wholly or substantially) from any other source, and that the Customer’s (or any other person’s) use of them will not infringe the Intellectual Property Rights of any third party; and
2. the use of any software code, materials or other items used, provided or made available by the Customer in connection with the Reliably Product or the Reliably Services will not infringe the Intellectual Property Rights of any third party.

The Customer shall indemnify Reliably for all claims, costs, damage and expenses (including reasonable legal expenses) incurred by Reliably as a result of the Customer’s breach of clause 13.3.

Use of experiments in live environment

The Customer acknowledges that:

1. the Experiments can cause serious damage to the Customer System and the Customer’s business (including IT system and software failures and outages) so they must be used in a Sandbox Environment and must not be used in a Live Environment; and
2. if the Customer uses the Experiments in a Live Environment in breach of clause 14.1.1, the Customer does so entirely at its own risk and Reliably shall have no liability to the Customer as a result of the Customer’s use of the Experiment in a Live Environment.

Charges and payment

The Customer shall pay Reliably the Charges set out in the Order Form (or, if not set out there, Reliably’s standard charges for the Reliably Product and the Reliably Services).

Reliably shall invoice the Customer for the Charges at the frequency set out in the Order Form (or, if not set out there, monthly in advance) and the Customer shall pay Reliably the Charges within 14 days of the date of the invoice.

If Reliably has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to Reliably, Reliably may:

1. disable the Customer's password, account and access to all or part of the Reliably Product and Reliably shall be under no obligation to provide any or all of the Reliably Product while the invoice(s) concerned remain unpaid;
2. require the Customer and the Authorised Users to stop accessing and using all or part of the Reliably Product (and the Customer shall immediately comply, and shall ensure the Authorised Users immediately comply, with the requirement);
3. suspend performance of the Reliably Services; and
4. charge the Customer interest on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

All amounts due under this Contract:

1. shall be payable in pounds sterling;
2. are non-cancellable and non-refundable; and
3. are exclusive of value added tax, which shall be added to Reliably's invoice(s) at the appropriate rate.

Reliably shall be entitled to increase the Charges at the start of each Renewal Period upon at least 120 days' prior written notice to the Customer.

Proprietary rights

The Customer acknowledges and agrees that Reliably and/or its licensors own all Intellectual Property Rights in the Reliably Product, the Reliably Services, the Software and the Documentation. Except as expressly stated herein, this Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Reliably Product, the Reliably Services, the Software or the Documentation.

Reliably confirms that it has all the rights in relation to the Reliably Product, the Reliably Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.

Confidentiality

Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Contract. 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 receiving Party's lawful possession before the disclosure without an obligation of confidentiality;
3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or
4. is independently developed by the receiving Party, which independent development can be shown by written evidence.

Subject to clause 17.4, 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 and operation of this Contract.

Each Party shall ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees, consultants or agents in violation of the terms of this Contract.

A Party may disclose the other’s 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.

The Customer acknowledges that details of the Reliably Product, the Reliably Services, the Software, the Documentation and the Charges are all part of Reliably's Confidential Information.

The Customer acknowledges that notwithstanding this clause 17:

1. the Customer Data which is not Personal Data (as defined in the Schedule to this Contract);
2. the details of the Customer’s Experiments; and
3. the Experiment Data,
4. may be used and made available by Reliably for the purposes set out in clause 9.4.

Indemnity

Reliably shall indemnify the Customer for and against any claim that the Reliably Product infringes any United Kingdom patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, provided that:

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

In the defence or settlement of any claim, Reliably may procure the right for the Customer to continue using the Reliably Product, replace or modify the Reliably Product so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Contract on 2 Business Days' notice to the Customer without any additional liability or obligation to pay damages or other costs to the Customer.

In no event shall Reliably, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

1. a modification of the Reliably Product by anyone other than Reliably; or
2. the Customer's use of the Reliably Product in a manner contrary to the instructions given to the Customer by Reliably; or
3. the Customer's use of the Reliably Product after notice of the alleged or actual infringement from Reliably or any appropriate authority.

This clause 18 states the Customer's sole and exclusive rights and remedies, and Reliably's (including Reliably'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

Except as expressly set out in this Contract:

1. the Customer acknowledges that the Experiments in the Library have been provided by other members of the Community and Reliably shall have no liability or responsibility for those Experiments;
2. the Customer assumes sole responsibility for the results obtained from the Customer’s use of the Reliably Product, the Reliably Services, the Experiments and the Experiment Data and for all conclusions drawn, and actions taken, from the same;
3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and
4. the Reliably Product has not been specifically developed for the Customer and is provided to the Customer on an "as is" basis.

Nothing in this Contract limits or excludes the liability of either Party:

1. for death or personal injury caused by its’ negligence;
2. for fraud or fraudulent misrepresentation; or
3. for any other liability which cannot be limited or excluded under applicable law.

Subject to clause 19.2:

1. Reliably shall not be liable, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Contract, for any:
   1. 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 (whether direct, special, indirect or consequential); or
   2. special, indirect or consequential loss, costs, damages, charges or expenses.
2. Reliably’s total aggregate liability in contract (including under any indemnity), tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Contract, shall be limited to £100,000 (one hundred thousand pounds).

Term and termination

This Contract shall commence on the Commencement Date.

This Contract shall continue for the Initial Subscription Term and, thereafter, this Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either Party notifies the other Party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period in which case this Contract shall terminate at the end of the Initial Subscription Term or the relevant Renewal Period (as applicable).

Either Party may terminate this Contract with immediate effect by giving written notice to the other Party if:

1. the other Party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
2. the other Party commits a material breach of this Contract 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 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
4. the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

On termination of this Contract for any reason:

1. the Customer’s licence to use the Reliably Product shall immediately terminate and the Customer shall immediately cease all use of the Reliably Product and the Documentation;
2. the licences granted to Reliably under clause 9.4 shall continue to apply without limit in time;
3. Reliably shall retain all Derivative Data for its own commercial purposes;
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 Contract which existed at or before the date of termination shall not be affected or prejudiced; and
5. clauses which expressly or impliedly survive the expiry or termination of this Contract shall continue in full force and effect including clauses 35.3, 9, 11, 13.2, 13.3, 13.4, 14, 16.1, 17, 19, 21 and the Schedule to this Contract.

General

Except for the non-payment of any sums due under this Contract, neither Party shall be liable to other Party under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.

Any notice required to be given under this Contract shall be in writing and shall be delivered:

1. by hand or first-class post to the other Party at its address set out in the Order Form or to its registered office or main trading address; or
2. by email to the work email address of a director of the other Party.

A notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is not in between Normal Business Hours, at 9am on the first Business Day following delivery). A notice sent by first-class post shall be deemed to have been received 3 Business Days after posting. A notice sent by email shall be deemed received on the next Business Day after it is sent provided a “failed transmission” or “out of office” notification is not received.

No variation of this Contract shall be effective unless it is in writing, on paper, headed “contract variation”, and signed by a director of each Party.

No failure or delay by a Party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy.

This Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter and formation. Each Party acknowledges that in entering into this Contract 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 Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

The Customer shall not, without the prior written consent of Reliably, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract. Reliably may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.

This Contract does not confer any rights on any third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

This Contract 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 laws of England and Wales.

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).