Subscription Services

SUBSCRIPTION SERVICES AGREEMENT (“AGREEMENT”)

This Agreement is made between 1) the named entity or individual entering into this Agreement through registration online and acceptance on the Upzelo website (“Customer“, “you“, “your“), and 2) Upzelo Limited trading as Upzelo (“Upzelo”, “us“, “our“), a limited company registered in England and Wales with company number 13120858 and having its registered office at Springfield House, Springfield Road, Horsham, England, RH12 2RG. It is effective between Customer and Upzelo as of the date of Customer’s acceptance of this Agreement (“Effective Date“) through the click-button contract acceptance mechanism on the Upzelo website at https://www.upzelo.com (“site“).

  1. INTRODUCTION

    By accepting this Agreement through the ‘accept’ click button contract acceptance mechanism of the Upzelo website, you are unequivocally agreeing to all the terms of this Agreement as being legally binding between you and Upzelo. If you are entering into this Agreement on behalf of a company or other legal entity, you are personally representing that you have the proper and valid authority to bind such entity and its Affiliates to these Agreement terms and conditions.

  2. INTERPRETATION

    1. The following words and phrases as used in this Agreement shall have the following meanings ascribed to them (in addition to those defined elsewhere in the text):

      1. Capacity” means the amount of access to the Subscription Services purchased as specified in an Order.
      2. Clients” means the clients of its Customers who through use of the Subscription Services the Customer is attempting to retain as clients of the Customer.
      3. Confidential Information” means all proprietary or confidential information that is disclosed to the recipient (“Recipient“) by the discloser (“Discloser ”), and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its customer-related and financial information, software code, flow charts, techniques, specifications, intellectual property, development and marketing plans, strategies, and forecasts; (ii) as to Upzelo, and its licensors, the Subscription Services; and (iii) the terms of this Agreement, including without limitation, pricing information. Confidential Information does not include information that Recipient can show: (a) was rightfully already in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (d) is or was independently developed by or for Recipient as can be shown by reasonable written evidence.
      4. Controller to Processor SCCs” means the standard contractual clauses for processors for the purposes of the DP Laws.
      5. Customer Data“ means all electronic data or information submitted to the Subscription Services by Customer, a third party on behalf of Customer, or as directed by Customer, including personal data.
      6. DP Laws” mean UK GDPR, the EU GDPR the Data Protection Act 2018 and its successor when enacted and any other laws implementing EU Council Directive 95/46/EC.
      7. Fees” means the fees agreed by the Customer to be paid by the Customer to Upzelo under this Agreement in consideration for the Subscription Services (and any other services otherwise provided by Upzelo for which charges are agreed) as set out in the applicable Order.
      8. EUGDPR” means the General Data Protection Regulations EU 2016/679.
      9. Order” means (i) the agreed ordering document for the purchase of the Subscription Services, (ii) that is subject to this Agreement, and (iii) that identifies the particulars of the purchase, the Capacity and the Fees to be paid the terms of which are incorporated into this Agreement.
      10. personal data” shall have the meaning given to it in the UK GDPR.
      11. Subscription Services” means the proprietary Upzelo hosted service which packages web-based access and the right-to-use the supported Upzelo applications and associated reference, user and technical guides as named and described in Schedule 1 of this Agreement.
      12. Knowledge Base” means the online documentation for the Subscription Services on the Upzelo website, which includes functional guides and technical specifications, as updated by Upzelo from time to time.
      13. UK GDPR” means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679).
  3. FREE ACOUNT

    1. Upon acceptance of this Agreement, the Customer shall be set up with a free account to access the Subscription Services. This free account will permit the Customer access to the Subscription Services on a pmited basis (as set out in the Knowledge Base) but will not permit the Customer to publish anything from the Subscription Services (the “Free Account”). At any point after creation of the Free Account the Customer shall be entitled to start a 30-day free trial of the full suite of Subscription Services.

  4. THIRTY DAY FREE TRIAL

    1. Upzelo will make the Subscription Services available to Customer on a trial basis free of charge for 30 days from the date on which Customer chooses to start its free trial. After the thirtieth day of the free trial, if the Customer has not paid for the Subscription Services then Customer will be automatically restricted by Upzelo to access only to a very limited range of the Subscription Services, as were available with the Free Account. Additional 30-Day trial terms and conditions may also appear on the 30-Day trial registration page on our site. Any such additional terms and conditions are deemed and agreed incorporated into this Agreement by reference and are legally binding.
    2. Any data Customer enters into the Subscription Services during the 30-Day free trial may be permanently lost or deleted (at Upzelo’s option) unless Customer purchases a subscription from us to the same Subscription Services as those covered by its 30-Day trial.
    3. Notwithstanding anything to the contrary contained in this Agreement, during the 30-Day free trial period the Subscription Services are provided “as is” with no warranty or representation as to their functionality or effectiveness whatsoever.
  5. SCOPE (AFTER END OF 30-DAY TRIAL PERIOD OR FEES PAYMENT)

    1. Subject to Customer’s payment of cleared applicable Fees, Upzelo will provide Customer with access to the Subscription Services as described in the applicable Order, subject to the Customer’s compliance with the terms of this Agreement and a receipted invoice by email.
    2. With respect to an Order, the terms “Upzelo” and “Customer” as used in this Agreement will be deemed to refer to the entities that execute that Order, the Order will be deemed to be incorporated into this Agreement and its terms as one binding document on both parties.
    3. Upzelo will invoice only the Customer which enters into this Agreement for the Fees in any Order. Neither execution of this Agreement, nor anything contained herein, shall obligate either party to enter into an Order.
    4. No purported imposition of any other contract terms between the parties shall be of any effect unless specifically agreed in writing to supplement, amend or vary this Agreement.
  6. THE SUBSCRIPTION SERVICES – RIGHTS AND RESPONSIBILITIES

    1. Subject to the terms of this Agreement, Upzelo hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-sub licensable, revocable, limited license for Customer to access and use Upzelo’s proprietary Subscription Services (i) up to the Capacity, (ii) for Customer’s internal business operations only, and (iii) on the condition that the Customer does so fully in accordance with the Knowledge Base and the Order (Customer’s failure to do such things being agreed a material breach).
    2. Upzelo will (i) provide the Subscription Services to the named Customer in accordance with the Knowledge Base and applicable Order; (ii) provide the Subscription Services’ support described on Upzelo’s website (“Support”) to Customer for the Subscription Services, which may be changed by Upzelo upon prior notice to Customer; and (iii) comply with UK GDPR and Upzelo’s Data Protection Policy in connection with the collection, use, processing and safeguarding of the personal data of the Customer and its Clients. 
    3. The Customer will:

      1. i) prevent unauthorised access to or use of the Subscription Services, ii) notify Upzelo promptly of any such unauthorised access or use, iii) comply with all applicable laws in the United Kingdom from where it is agreed the Subscription Services are provided from and where they are received by the Customer; and iv) comply with and use the Subscription Services at all time in accordance with the provisions of the site’s Terms of Use Policy and its Acceptable Use Policy;
      2. not (i) modify, copy or create derivative works based on the Subscription Services; (ii) create Internet “links” to or reproduce any content forming part of the Subscription Services, other than for its own internal business purposes; (iii) disassemble, reverse engineer, or decompile the Subscription Services or part thereof, or access it in order to copy any ideas, features, content, functions or graphics of the Subscription Services; (iv) interfere with or disrupt the integrity or performance of the Subscription Services; (vi) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, or send or store material in violation of any third party’s privacy rights via the Subscription Services; (vii) send or store viruses or malicious code via the Subscription Services; (viii) attempt to gain unauthorised access to the Subscription Services or its related software, systems, platforms or networks; (ix) use any components provided with the Subscription Services separately from the Subscription Services; or (x) distribute, rent, lease, sublicense or provide (or attempt to do any of the same) the Subscription Services to any third party or use it in a service bureau, outsourcing environment, or for the processing of third party data;
      3. ensure that its Clients with whom it contracts will provide to the Customer contractually binding consent to Upzelo collecting, holding, using and processing their personal data in accordance with the Upzelo’s Data Protection Policy.
  7. FEES AND PAYMENT

    1. The Fees payable and method of payment for the Subscription Services will be set out in the Order and are incorporated into this Agreement by reference and are legally binding.

    2. Payment of Fees, depending upon the Customer’s options chosen, shall be:

      1. where the Customer has a monthly account, the Customer’s credit/debit card, direct debit account, Apple Pay account or Google Pay account (details of which are provided by the Customer in the Order) will be charged the Fees set out in the Order on the same date of each month beginning with the date the Subscription Services were first purchased; and
      2. where the Customer has an annual account, the Customer’s credit/debit card, direct debit account, Apple Pay account or Google Pay account (details of which are provided in the Order) will be charged the Fees set out in the Order on the same date of each month beginning with the date the Subscription Services were first purchased for 1/12th of the annual fees set out in the Order.
    3. Once a Customer has made a payment of Fees (including any additional services and add-on features), the Customer has purchased by contract the Subscription Services for the corresponding period of time and Upzelo will be under no obligation to refund any payment made if the Customer then chooses to terminate this Agreement earlier than the expiry of such time period or if he no longer wishes to use the Subscription Services at an earlier date than the end of such period of time.

    4. If this Agreement is not terminated in accordance with clause 8 below, then the Agreement will continue on the basis of renewal for the same period of time as the prior Order and payments will continue to be taken from the Customer’s credit/debit card, direct debit account, Apple Pay account or Google Pay account (as applicable) in accordance with the relevant Order until such time as this Agreement is terminated in accordance with clause 8.

    5. All Subscription Services automatically renew at the standard regular rate applying at that time (which will be different from the original first registration Fees) using the same payment method, unless the Customer requests a change or chooses to cancel/terminate. This is because Upzelo often offers promotions and special offers to Customers during their initial term. These special offers are limited-time promotional prices that are available to new Customers only and are valid for the initial term only. Upon renewal, the Customer will be billed at Upzelo’s regular Fees rates, as are set out in the Order.

    6. All Fees and prices quoted shall, when invoiced, have Value Added Tax added to them at the prevailing rate.

    7. Customer will pay or reimburse Upzelo or, when required by law, the appropriate governmental agency, for taxes of any kind, including sales, use, VAT, excise, customs duties, withholding, property, and other similar taxes (other than taxes based on Upzelo’s net income or arising from the employment relationship between Upzelo and its personnel) imposed in connection with the Fees paid for the Subscription Services, which are exclusive of these taxes.

    8. In the event of non-payment of Fees and in addition to its other rights and remedies, Upzelo reserves the right, without any liability on its part or compensation to the Customer, to suspend any and all Customer access to the Subscription Services if Customer’s account and Fees remain unpaid after the date they are due for more than twenty (20) days past due, until all accounts are paid in full.

    9. Any due but unpaid Fees shall, at Upzelo’s option, attract interest at the rate of 4% per annum until actual payment. Any payment against an account which has interest being added shall first be set-off against the existing accrued interest.

  8. TERM AND TERMINATION

    1. This Agreement begins on the Effective Date and will remain in effect unless terminated pursuant to this clauses8.
    2. Each Order will begin on the start date specified in the relevant Order and continue for the Subscription Services term as specified in the Order.
    3. Where the Customer has a monthly account, either party is entitled at any time to terminate this Agreement without cause or for its convenience upon 3 day’s written notice by notifying the other party and shall have no liability to the other if it does so.
    4. Where the Customer has an annual account, either party is entitled to terminate this Agreement at any time without cause or for its convenience upon the expiry of at least 30 days’ written notice served on the other party and such termination shall only take effect when Subscription Services term as specified in the Order connected with the annual account has expired. For the avoidance of doubt, if the Customer terminates this Agreement earlier than the end of the Subscription Services term specified in an Order (connected to an annual account), the Customer shall still be liable to pay the balance of the Fees as specified in the relevant Order. 
    5. Either party may terminate this Agreement for cause: (i) upon the expiry of at least thirty (30) days’ written notice of a material breach served on the other party if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    6. In addition to its other rights and remedies, Upzelo reserves the right, without liability to Customer, to immediately suspend any and all access to the Subscription Services if Customer commits a material breach of this Agreement (including non-payment of the Fees) or an Order until such material breach is cured. If such material breach is (i) unable to be cured, or (ii) is not cured within ten (10) days, then Upzelo is entitled (without any liability to the Customer) to immediately terminate this Agreement and/or any existing Order.
    7. Upon termination for any reason, all rights and licenses granted herein will terminate and Customer will make no further use of the Subscription Services. No termination will relieve the Customer of any outstanding obligation at the date of termination to pay any Fees accrued (whether or not invoiced), due or payable to Upzelo. If the Customer makes a written request do so which is received within 30 days after the date of termination, Upzelo will make available to Customer a file containing that Customer’s Customer Data. After such 30 day period, Upzelo shall have no obligation to maintain or provide any Customer Data and shall be entitled to delete Customer Data in accordance with its internal company policies or earlier.
  9. WARRANTIES

    1. Upzelo warrants to Customer that the Subscription Services:
      1. will perform substantially in accordance with the then-current Upzelo on-line Knowledge Base available through the Subscription Services up to the Capacity.
    2. No other warranties are given by Upzelo and all are excluded save to the extent that such warranties cannot be excluded by general law.
    3. Customer’s exclusive remedies and Upzelo’s sole obligation for breach of the warranties in clause 9.1 will be Upzelo’s use of commercially reasonable efforts to have the Subscription Services perform in substantial accordance with the applicable Knowledge Base, or Upzelo replacing the non-conforming portion of the Subscription Service within a reasonable period of time. If Upzelo cannot have the Subscription Services perform in substantial accordance with the Knowledge Base or replace the Subscription Services within such time period, then Upzelo will refund the amount of Fees paid by Customer for the Subscription Services pro-rated from the date of the notice of the claim.
  10. LIABILITY

    1. Subject to clause 10.2, Upzelo cumulative liability for breach of this Agreement or an Order shall be in aggregate limited for any claim or series of claims throughout the period the Subscription Services are provided to the total Fees paid by the Customer in the last 12 months prior to Upzelo receiving the required details of a claim referred to in clause 10.3.
    2. Nothing in this Agreement or in an Order shall limit Upzelo’s liability to the Customer in respect of death or personal injury caused by Upzelo’s negligence or for fraud. .
    3. The rights, obligations and limits in this clause 10 are conditional upon the Customer providing Upzelo with written notice of any claim, a reasonably complete description of the alleged defects and a specific reference to the Knowledge Base to which such alleged defects are contrary.
    4. Subject to clause 10.2, Upzelo shall not be liable to the Customer for any a) loss or damage to i) profits, ii) savings; iii) goodwill, iv) reputation, v) business, vi) computer usage or vii) contracts; or b) any indirect or consequential loss or damage relating to or arising either out of this Agreement, Upzelo’s negligence, the performance or non-performance of the Subscription Services.
    5. The Customer acknowledges and agrees that, except as otherwise expressly provided herein, Upzelo and its licensors make no warranty, express, implied or statutory with respect to any use or application of the Subscription Services.
    6. Upzelo expressly disclaim any warranty that the Subscription Services will be uninterrupted, error free or without delay, and any warranties implied by law or which relate to implied warranties of merchantability, fitness for a particular purpose, non-interference, non-infringement and information content shall not apply to the fullest extent permitted by law.
    7. The Customer agrees that it is fair and reasonable in all the circumstances of the Customer’s use or application of the Subscription Services that the liability of Upzelo and its licensors is limited as described in this clause 10.
  11. PROPRIETARY RIGHTS AND CONFIDENTIALITY

    1. Upzelo own and retain all right, title and interest in and to the Subscription Services and all related intellectual property and proprietary rights therein. The Subscription Services are protected by applicable copyright, trade secret, industrial and other intellectual property laws. Upzelo owns all right, title and interest in all software, programming, documentation, templates, questionnaires, methodologies, models, charts, reports and any other items used to deliver the Subscription Services or made available to Customer as a result of the Subscription Services (“Service Items”) and access to and use of the relevant Service Items will be governed by the terms of this Agreement. Upzelo reserves any rights not expressly granted to Customer.
    2. Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in contravention of this Agreement.
    3. The Recipient (i) will exercise the same degree of care and protection with respect to the Confidential Information of the Discloser that it exercises with respect to its own Confidential Information and (ii) will not, either directly or indirectly, disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of the Discloser.
    4. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information to Recipient’s employees and agents who have need to know provided that such employees and agents have legal obligations of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement.
    5. If the Recipient becomes aware of any unauthorised use or disclosure of Discloser’s Confidential Information, then Recipient will promptly and fully notify the Discloser of all facts known to it concerning such unauthorised use or disclosure. In addition, if the Recipient or any of its employees or agents are required (by oral questions, requests for information, or documents in legal proceedings, summons , or other similar process) to disclose any of Discloser’s Confidential Information, the Recipient will not disclose the Discloser’s Confidential Information without providing the Discloser with commercially reasonable advance prior written notice to allow Discloser to seek a protective order or other appropriate remedy or to waive compliance with this provision. In any event, the Recipient will exercise its commercially reasonable efforts to preserve the confidentiality of the Discloser’s Confidential Information, including, without limitation, cooperating with Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.
    6. Notwithstanding the foregoing, Customer agrees that Upzelo may refer to Customer as a customer of Upzelo, both internally and in externally published media.
    7. Customer owns all rights, title and interest in and to Customer Data. Customer Data is deemed Confidential Information under this Agreement. Upzelo will use the Customer Data only as necessary to provide the Subscription Services in accordance with this Agreement.
    8. At any time during the term of the Subscription Services, Customer may request in writing from Upzelo copies of Customer Data within the Subscription Services.
    9. Customer is responsible for complying with all legal and contractual requirements, including applicable privacy laws and regulations and its agreements with third parties who generate and/or process the Customer Data, relating to the collection, use, processing and transfer of Customer Data.
  12. DATA PROTECTION

    1. Upzelo and Customer specifically agree that when Customer is located in the European Economic Area (“EEA”) the terms “Personal Data”, “Process”, “Data Controller”, “Special Categories of Data”, “Processing”, “Data Subject”, “Third Party Processing” and “Data Processor” will have the meanings given to them in the DP Laws.
    2. In respect of Personal Data processed under this Agreement, the parties agree that the Customer is the Data Controller and Upzelo is the Data Processor.
    3. Customer and Upzelo both agree that they will comply with the DP Laws in connection with the processing of personal data and the provision and use of the Subscription Services.
    4. Upzelo agrees that:

      1. it will only collect, process and use Customer and Client Personal Data in a lawful manner for the sole purpose of performance of the Subscription Services for the benefit of the Customer and in accordance with the Customer’s instructions, as the case may be;
      2. any sub-Data Processor that has access to any Personal Data shall have first agreed binding contract provisions to comply with obligations imposed on Data Processors under the DP Laws (and the laws and guidance relating to data protection in the territory of the sub-Data Processor);
      3. where the sub-Data Processor is located outside the EEA then i) the details of the transfer of the Personal Data and the purpose for which they are being transferred shall comply with DP Laws; and ii) Upzelo shall appoint such sub-Data Processor under a binding contract incorporating the Controller to Processor SCCs to ensure an adequate level of protection as regards security, safeguarding and confidentiality of Personal Data;
      4. it will notify the Customer on the reasonable suspicion of there being a breach in the use of or any loss or damage to any Personal Data controlled by the Customer and assist the Customer in responding to Data Subject requests;
      5. it will respond as soon as reasonably practicable to enquiries from any data protection supervisory body;
      6. it will maintain and implement technical, technological, practical and organisational measures and a level of data security in accordance with good industry practice in relation to the processing of Personal Data to adequately protect Personal Data against (i) unauthorised access, (ii) unauthorised disclosure, (iii) misuse, (iv) corruption, and (v) loss and to generally protect the rights of Data Subjects; and
      7. keep records of the processing activities carried out by Upzelo and any of its sub-Data Processors, the categories of Personal Data processed, location and details of the sub-Data Processor and a description of its data protection security measures.
    5. The Customer agrees that:

      1. it will only permit Personal Data to be passed to Upzelo for the sole purpose of performance of the Subscription Services for the benefit of the Customer;
      2. it will not transfer any special categories of Personal Data to the Supplier;
      3. it will notify Upzelo on the reasonable suspicion of there being a breach in the use of or any loss or damage to any Personal Data processed by Upzelo and assist Upzelo in in responding to Data Subject requests;
      4. it will respond as soon as reasonably practicable to enquiries from any data protection supervisory body; and
      5. it will maintain and implement technical, technological, practical and organisational measures and a level of data security in accordance with good industry practice in relation to the Personal Data it controls and transfers to Upzelo to adequately protect Personal Data against (i) unauthorised access, (ii) unauthorised disclosure, (iii) misuse, (iv) corruption, and (v) loss and to generally protect the rights of Data Subjects.
  13. INFRINGEMENT CLAIMS

    1. If a third party asserts a claim against Customer asserting that Customer’s use of the Subscription Services in accordance with this Agreement violates that third-party’s patent, trade secret or copyright rights (“Infringement Claim”), then Upzelo will, at its own expense:
      1. defend or settle the Infringement Claim; and
      2. indemnify Customer for any damages finally awarded against Customer based on infringement by the Subscription Services.
    2. If Upzelo believes the Subscription Services may violate a third party right, then Upzelo will, at its expense and option:
      1. modify the Subscription Services, or
      2. procure the right to continue using the Subscription Services, or
      3. if clauses 13.2.1 and 13.2.2 are not commercially viable or reasonable, terminate Customer’s right to use the Subscription Services and issue a pro-rata refund for the unexpired pre-paid portion of the Fees for such Subscription Services.
    3. Upzelo’s obligations under this clause 13 will not apply if:
      1. Upzelo does not receive prompt, detailed written notice of the Infringement Claim from the Customer,
      2. Upzelo is not able to retain sole control of the defence of the Infringement Claim and all negotiations for its settlement or compromise, or
      3. Upzelo does not receive all reasonable assistance from the Customer.
    4. The Customer will not bind Upzelo to a monetary obligation in a settlement or compromise, or make an admission on behalf of Upzelo, without obtaining Upzelo’s prior written consent.
  14. MONITORING

    Customer agrees that Upzelo or its agent may monitor the Subscription Services to ensure Customer’s compliance with the terms of this Agreement.

  15. MISCELLANEOUS

    1. It is agreed that Upzelo shall not liable for any failure or delay to perform any of its obligations in accordance with this Agreement or the Subscription Services or an Order if such failure is caused by or contributed to by the acts or omissions of the Customer.
    2. It is also agreed that Upzelo shall not be liable to the Customer for any failure or delay by it to perform any of its obligations in accordance with this Agreement or the Subscription Services or an Order if such failure is caused by any event that is beyond the reasonable control of Upzelo (including without limitation Acts of Gods, failure of utilities supply, withdrawal of licensed technology, power or I.T. breakdowns, war and civil disobedience, pandemic, flood, fire, earthquake and industrial or labour disputes).
    3. The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
    4. Customer will receive system notifications from Upzelo and its licensors, if applicable (i.e. planned downtime notices, etc.) and the Customer shall have no right of recourse for any works being undertaken to the system or system downtime.
    5. This Agreement and all Orders constitute the entire agreement between Customer and Upzelo and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written concerning the Services. There are no representations, promises, warranties, covenants, or undertakings between the parties other than those expressly set forth in this Agreement.
    6. No third party acquires any rights or benefits under this Agreement and no third party shall be entitled to take legal action to enforce any obligation of either party hereto.
    7. Customer acknowledges and agree that it is not entering into a contractual relationship with Upzelo’s licensors and Upzelo’s licensors have no liability to Customer.
    8. No modification or waiver of any provision hereof will be effective unless made in a writing signed by both Upzelo and Customer.
    9. Customer may not assign or transfer this Agreement or the receipt of the Subscription Services to a third party, whether by merger or otherwise. Upzelo shall be entitled to assign or transfer its rights and benefits in this Agreement to a third party.
    10. Should any provision of this Agreement be held to be invalid or unenforceable, the remainder of the provisions will remain in effect.
    11. Any purported, subsequent or imposed additional or conflicting terms from the Customer, whether through email or in Customer’s purchase orders, shall have no effect (unless expressly agreed by Upzelo in writing in advance) and are rejected by Upzelo.
    12. Any additional documents presented to an Upzelo representative by Customer for signature as a condition for going on a Customer’s website will be governed by this Agreement and to the extent that such document presents additional terms or conflicts with this Agreement, it shall be considered null and void.
  16. GOVERNING LAW

    This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and any interpretation or disputes arising out of this Agreement or an Order shall be subject to the exclusive jurisdiction of the Courts of England and Wales to which both parties irrevocably submit.

Schedule 1 – SUBSCRIPTION SERVICES DESCRIPTIONS

Web and mobile based software application enabling businesses to manage their customer retention and reducing their churn/ attrition rates by using real-time data, machine learning and Client feedback. Some features of the Subscription Services, include (but are not limited to) retention offers, surveys, audiences, customer flows and performance analytics (as further detailed in the Knowledge Base and on the site).

Contact

Questions, comments and requests regarding this Subscriptions Services Agreement are welcomed and should be addressed to support@upzelo.com.