Terms and conditions

GENERAL TERMS

These terms of services (the “General Terms” or “Agreement”) govern the use of, and the subscription to, the ENME Website and the ENME Software provided by ENME SIA (“ENME”). By accessing the Website and/or the ENME Software, you agree to the General Terms on behalf of yourself as a user and, as the case may be, on behalf of the organization that you represent (“Client”).

1.        DEFINITIONS AND INTERPRETATION

1.1.  The​ ​following​ terms​​ shall​ ​​have​ ​the​ ​following​ ​meanings:

Authorized​ ​Users” those employees and/or individual contractors of the Client who are authorized by the Client to use the Services and the Documentation and/or who have rights of access to additional management and administrative features and functionality​ ​including​ ​the​ ​dashboard;

Business​ ​Day” a day other than a Saturday, Sunday or public holiday in England when banks​ ​in​ ​London​ ​are​ ​open​ ​for​ ​business;

Confidential Information” means all information disclosed by or on behalf of a Party (in whatever medium, including in written, oral, visual or electronic form and whether before or after the date of this Agreement) including all business, financial, commercial, technical, operational, organizational, legal, management​ ​and​ ​marketing​ ​information;

Client​ ​Data” (a) any data or information provided by the Client to ENME in connection with the use of the Services, and (b) any data or information which is uploaded by any Client Employees to ENME System in the course​ ​of​ ​use​ ​of​ ​the​ ​Services;

"Client​ ​Employees" employees or individual contractors within the general workforce of the Client; the phrase​ ​“Client​ ​Employees”​ ​shall​ ​include​ ​the​ ​Authorized​ ​Users; 

Data​ ​Protection Legislation” (a) all applicable law and regulation concerning data protection and/or privacy in or relating to the European Union (as composed from time to time), including Directive 95/46/EC of the European Parliament on the protection of individuals with regard to the processing of personal data (for so long as the relevant provisions of such Directive remains in force), and (with effect from such time as it comes into force) the EU General Data Protection Regulation (2016/679); and (b) all local laws or regulations in force from time to time, in any country which as at the Effective Date is a member state of the European Union, implementing, giving effect to, replacing, consolidating or otherwise supplementing the law and regulation referred to in part (a) of this definition, or which otherwise​ ​concern​ ​data​ ​protection​ ​and/or​ ​privacy;

Documentation” documentation made available to the Client by ENME online via ENME System, which sets out a description of the Services and the user instructions for the Services corresponding to the Product Plan to which the​ ​Client​ ​has​ ​subscribed; 

 “ENME​ ​Software” the online software applications and programs owned by or licensed to ENME which provide the underlying functionality and features of the Services; 

ENME​ ​System” the IT environment (including servers, storage and networking equipment, and including ENME Software) under the possession or control of ENME, by which means the Services are made available by ENME​ ​to​ ​its​ ​clients;

Party” a contracting party of this Agreement which includes any successor in title​ ​or​ ​permitted​ ​assignee;

Privacy and Security Policy” ENME’s published privacy and security policy, as made available on Website;

Renewal Date” for the purpose of this Agreement, a “Renewal Date” is the first day following the expiration of a Subscription Term;

 “Services” the services provided by ENME to the Client under this Agreement via ENME System and Software;

 “Subscription​ ​Fees” the subscription fees payable by the Client to ENME for Services;

Subscription​ ​Term” the initial subscription term together with all subsequent renewal periods;

Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Website” The Website of ENME

1.2. In​ ​this​ ​Agreement,​ ​unless​ ​otherwise​ ​specified​ or​​ the​​ ​context​ ​otherwise​ ​requires:

1.2.1.       words importing the singular only shall include the plural and vice versa, and words importing the whole shall​ ​be​ ​treated​ ​as​ ​including​ ​a​ ​reference​ ​to​ ​any​ ​part;

1.2.2.       reference to any statutory provision or legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most closely approximates in that​ ​jurisdiction​ ​to​ ​the​ ​English​ ​statutory​ ​provision​ ​or​ ​legal​ ​term.

1.3. Any phrase in this Agreement introduced by the term "include", "including", "in particular" or similar expression will​ ​be​ ​construed​ ​as​ ​illustrative​ ​and​ ​will​ ​not​ ​limit​ ​the​ ​sense​ ​of​ ​the​ ​words​ ​preceding​ ​that​ ​term.

1.4. Headings​ ​used​ ​in​ ​this​ ​Agreement ​​are​ ​for​ ​reference​ ​only ​and​​ ​shall​ ​not​ ​affect​ ​its​ ​construction​ ​or​ ​interpretation.

1.5. In​ ​this​ ​Agreement​ ​a​ ​reference​ ​to:

1.5.1.       "person" includes any individual, firm, company, corporation, body corporate, government, state or agency of trust or foundation, or any association, partnership or unincorporated body of two or more of the foregoing (whether or not having separate legal personality and wherever incorporated or established);​ ​and

1.5.2.       "written" or "in writing" includes emails, but excludes faxes and all other content or messages sent by mobile​ ​phone​ ​or​ ​via​ ​any​ ​instant​ ​messaging​ ​or​ ​similar​ ​platform.

2.       SUBSCRIPTIONS

2.2. Subject to the Client subscribing for Services in accordance with clause 3 and subject to the restrictions set out in this clause and the other terms and conditions of this Agreement, ENME hereby grants to the Client a non-exclusive, non-transferable right, to permit the Client Employees (including the Authorized Users) to use the Services and the Documentation​ ​during​ ​the​ ​Subscription​ ​Term​ ​solely​ ​for​ ​the​ ​Client's​ ​internal​ ​business​ ​operations.

2.3. The​ ​Client​ ​hereby​ ​undertakes​ ​and​ ​agrees​ ​that each Authorized User shall keep a secure password for his use of the Services and Documentation, and​ ​that​ ​each​ ​Authorized​ ​User​ ​shall​ ​keep​ ​his​ ​or​ ​her​ ​password​ ​confidential.

2.4. Client is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. Client acknowledges that the Services may not work properly if its operating systems, Internet browsers and anti-virus software are not up-to-date.

2.5. The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of​ ​the​ ​Services​ ​that:

2.5.1.       is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.5.2.       facilitates​ ​illegal​ ​activity;

2.5.3.       depicts​ ​sexually​ ​explicit​ ​images;

2.5.4.       promotes​ ​unlawful​ ​violence;

2.5.5.       is​ ​discriminatory​ ​based​ ​on​ ​race,​ ​gender,​ colour,​ ​​religious​ ​belief,​ ​sexual​ ​orientation,​ ​disability;

2.5.6.       is​ ​otherwise​ ​illegal​ ​or​ ​causes​ ​damage​ ​or​ injury​ ​​to​ ​any​ ​person​ ​or​ property;​​ ​or

2.5.7.       the​ ​use​ ​or​ ​analysis​ ​of​ ​which​ ​breaches​ ​or ​would​​ ​breach​ ​its​ ​obligations ​​under​ ​clause​ ​4.15; and ENME reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access​ ​to​ ​any​ ​material​ ​that​ ​breaches​ ​the​ ​provisions​ ​of​ ​this​ ​clause.

2.6.  The​ ​Client​ ​shall​ ​not:

2.6.1.       except as may be allowed by any applicable law which is incapable of exclusion by agreement between the​ ​Parties​ ​and​ ​except​ ​to​ ​the​ ​extent​ ​expressly​ ​permitted​ ​under​ ​this Agreement:

2.6.2.        attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation  (as​ ​applicable)​ ​in​ ​any​ ​form​ ​or​ ​media​ ​or​ ​by​ ​any​ ​means;​ ​or

2.6.3.       attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable​ ​form​ ​all​ ​or​ ​any​ ​part​ ​of​ ​the​ ​Software;​ ​or

2.6.4.       access all or any part of the Services and Documentation in order to build a product or service which competes​ ​with​ ​the​ ​Services​ ​and/or​ ​the​ ​Documentation;​ ​or

2.6.5.       use​ ​the​ ​Services​ ​and/or​ ​Documentation​ ​to​ provide​ ​​services​ ​to​ ​third​ ​parties;​ ​or

2.6.6.       license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third​ ​party​ ​except​ ​the​ ​Client​ ​Employees,​ ​or

2.6.7.       attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other​ ​than​ ​as​ ​provided​ ​under​ ​this​ ​clause.

2.6.8.       The Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or​ ​the​ ​Documentation​ ​and,​ ​in​ ​the​ ​event​ ​of​ ​any​ ​such​ ​unauthorized​ ​access​ ​or​ ​use,​ ​promptly​ ​notify​ ​ENME.

3.       SERVICES

3.1. ENME undertakes that the Services will be performed substantially in accordance with the Documentation and with​ ​reasonable​ ​skill​ ​and​ ​care.

3.2.  ENME shall, during the Subscription Term, provide the Services and make available the Documentation to the Client​ ​on​ ​and​ ​subject​ ​to​ ​the​ ​terms​ ​of​ ​this​ ​Agreement.

3.3.  ENME endeavors to keep the service functional and online at all times, but makes no representations or warranties concerning this. On the contrary, non-functionalities, errors, “bugs”, “downtime” or interruptions may occur in the Service. 

3.4.  ENME may revise the content, features and functions of the ENME Platform at any time without notice. ENME will provide Client with prior notice if there is a change to the ENME Platform resulting in overall material decrease in functionality of the ENME Platform. In such cases, Client may terminate its subscription in accordance with 10.2.

3.5.  ENME has no liability or responsibility to maintain, provide assistance or help to, upgrade or update the Service or offer content via the Service. 

3.6. Temporary Suspension of the Services. ENME may temporarily limit or suspend the Services from time to time at its discretion including to perform upgrades to, and maintenance of, the ENME Platform.

3.7. Client is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. Client acknowledges that the Services may not work properly if its operating systems, Internet browsers and anti-virus software are not up-to-date.

3.8. ENME is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems​ ​inherent​ ​in​ ​the​ ​use​ ​of​ ​such​ ​communications​ ​facilities.

3.9. Client shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to ENME's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

3.10.        ENME shall be entitled to use the name and logo of the Client for​ ​promotional​ ​and​ ​marketing​ ​purposes.

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

4.       CLIENT​ ​DATA​ ​AND​ ​DATA​ ​PROTECTION

4.1. The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for​ ​the​ ​legality,​ ​reliability,​ ​integrity,​ ​accuracy​ ​and​ ​quality​ ​of​ ​the​ ​Client​ ​Data.

4.2. ENME shall follow its archiving procedures for Client Data as set out in its Privacy and Security Policy. In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy shall be for ENME to use reasonable commercial endeavors to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by ENME in accordance with the archiving procedure described in its Privacy and Security Policy. ENME shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.

4.3. ENME shall, in providing the Services, follow and comply with the data privacy and security measures set out in​ ​its​ ​Security​ ​Overview​ ​in​ ​connection​ ​with​ ​the​ ​Client​ ​Data.

4.4. Each Party shall comply with its respective obligations under the Data Protection Legislation. The terms “Process”, “Data Controller”, “Data Processor”, “Personal Data” and “Data Subject” shall mean as defined in the applicable​ ​Data​ ​Protection​ ​Legislation.

4.5. If and to the extent that ENME is required to Process any Personal Data on the Client's behalf when performing its obligations under this Agreement, the Parties hereby agree that the Client shall remain the Data Controller and ENME shall be a Data Processor in respect of such Personal Data, and accordingly (and in any case):

4.6. ENME shall Process such Personal Data only in accordance with the lawful instructions given by the Client​;​ ​provided​ ​that:

4.6.1.       where such lawful instructions necessarily prevent, delay or restrict ENME from providing the Services hereunder or require modification of the nature or extent of the Services hereunder, then ENME shall not be liable in respect of such prevention, delays or restrictions and shall be entitled to​ ​make​ ​any​ ​such​ ​modifications​ ​without​ ​incurring​ ​any​ ​additional​ ​liability​ ​to​ ​the​ ​Client;

4.6.2.       where such lawful instructions would require or result in any non-compliance by ENME of any Data Protection Legislation or any other applicable law, ENME shall promptly notify the Client and the​ ​Client​ ​shall​ ​retract​ ​and​ ​restate​ ​such​ ​instructions;

4.6.3.       where such lawful instructions require performance in addition to or in excess of what is reasonably required in accordance with good industry practice in order to comply with Data Protection Legislation, and such additional or excess performance requires ENME to incur additional cost or expense (including re-allocation of internal resources), then ENME shall be entitled to adjust its Subscription Fees in order to recharge such additional cost or expense to the Client;

4.7. ENME shall implement and maintain appropriate technical and organizational measures, to ensure an appropriate level of security in respect such Personal Data, against accidental, unauthorized or unlawful loss, destruction, alteration, disclosure of or access to such Personal Data; such measures shall be implemented with regard to: (a) encryption of Personal Data; (b) back-up and disaster recovery arrangements; (c) the ability to ensure ongoing confidentiality, integrity, availability and resilience of the IT infrastructure and environment; and (d) the regular testing and evaluation of the effectiveness of such​ ​measures​ ​;

4.8. ENME shall limit access to such Personal Data to those of its authorized personnel who need access to it in order to meet ENME’s obligations under this Agreement, and shall ensure that all such personnel​ ​are​ ​bound​ ​by​ ​appropriate​ ​obligations​ ​of​ ​confidentiality;

4.9.  without prejudice to the Processing by ENME of such Personal Data in aggregated and anonymized form pursuant to clause 4.14 for statistical or benchmarking purposes or otherwise in a manner not incompatible with the provision of the Services, ENME shall only Process such Personal Data as strictly​ ​necessary​ ​in​ ​the​ ​provision​ ​of​ ​the​ ​Services​ ​and​ ​not​ ​for​ ​any​ ​other​ ​purpose;

4.10.       ENME shall ensure that all such Personal Data is kept separate from any Personal Data of ENME or of​ ​any​ ​other​ ​client​ ​of​ ​ENME;

4.11.       ENME shall delete all such Personal Data upon termination of this Agreement, but without prejudice to ENME’s rights in respect of aggregated and anonymized data as set out in clause 4.14 ;

4.12.       at the cost and expense of the Client, ENME assist the Client in respect of (a) any requirement of the Client to notify any Personal Data breach to any supervisory authority, and/or (b) any data protection impact assessment which the Client may from time to time be required to undertake in accordance with applicable law, and/or (c) (where appropriate, taking into account the nature of the Processing) in respect of the Client’s obligation to respond to requests of any Client Employee, being a Data Subject with​ ​respect​ ​to​ ​the​ ​Personal​ ​Data​ ​in​ ​question,​ ​exercising​ ​his​ ​or​ ​her​ ​rights​ ​as​ ​such;

4.13.       ENME shall be entitled to anonymize Personal Data of the Client following termination of this Agreement, whereby such data shall be aggregated within certain non-identifying criteria, and all references to individual Data Subjects shall be deleted, and such data shall no longer constitute Personal Data, and in such circumstances ENME shall​ ​retain​ ​such​ ​data​ ​in​ ​aggregated​ ​form​ ​for​ ​statistical,​ ​research​ ​and/or​ ​benchmarking​ ​purposes​ ​only.

4.14.       The Client shall not (and shall not permit its Authorized Users to) configure the Services dashboard or other interface by reference to, or devise or undertake any surveys or analysis using the Services by reference to, any special category of Personal Data (within the meaning of the EU General Data Protection Regulation), namely: racial or ethnic origin; political opinions; religious or philosophical beliefs; trade union membership; genetic​ ​or​ ​biometric​ ​data;​ ​health​ ​data;​ sex​​ ​life​ ​or​ ​sexual ​​orientation.

5.       CHARGES​ ​AND​ ​PAYMENT

5.1. In consideration for the Services, Client shall pay ENME the monthly Subscription Fees specified on the Website, unless other payment terms have been agreed to in writing between Client and ENME. Client agrees that its subscription be automatically renewed at the Renewal Date for the same subscription term as the previous one, unless it cancels its subscription before the Renewal Date in accordance with 10.2. Client is responsible for timely canceling its subscription in accordance with 10.2. regardless of whether it receives any renewal prior notice from ENME.

5.2. Client acknowledges and agrees that the Subscription Fees are determined in accordance with the number of Users. In the event that the number of Users changes, the Subscription Fees will be adjusted accordingly. Client is charged according to the highest number of Users in a billing period (one calendar month).

5.3. Subscription​ ​Fee payments are nonrefundable and there are no refunds or credits for partially used periods.

5.4. If Client registers for a free trial for the Services, ENME will make such Services available to Client on a trial basis free of charge until the earlier of (a) the end of the free trial period applicable to Client; (b) the start date of any subscription purchased by Client for such Services; or (c) termination of the trial by ENME in its sole discretion.

5.5. ​ ​Client​ ​shall​ ​pay​ ​each​ ​invoice​ ​within​ ​14​ ​days​ ​after​ ​the​ ​date​ ​of​ ​such​ ​invoice.

5.6.      If ENME has not received payment within 14 days after the due date, and without prejudice to any other rights and​ ​remedies​ ​of​ ​ENME:

5.6.1.        ENME may, without liability to the Client, disable the Client's password, account and access to all or part of the Services and ENME shall be under no obligation to provide any or all of the Services while the​ ​invoice(s)​ ​concerned​ ​remain​ ​unpaid;​ ​and

5.6.2.       interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3%.

5.7. All fees mentioned in this clause are subject to VAT.

5.8. ENME shall be entitled to increase the Subscription Fees at the start of each renewal period, upon giving 30 days' prior written notice to the​ ​Client.

6.       PROPRIETARY​ ​RIGHTS

6.1. The Client acknowledges and agrees that ENME and/or its licensors own all intellectual property rights in the Services, the Documentation and the ENME Software. Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, design right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other intellectual property rights or licences in, to or in respect of the Services, the Documentation or the ENME Software.

6.2. ENME confirms that it has all the rights in relation to the 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 Agreement.

7.       CONFIDENTIALITY

7.1. Each​ ​Party​ ​shall keep all Confidential Information of the other Party confidential, and not without the prior written consent of the other Party disclose or permit the disclosure of the same to any third party other than its or​ ​their​ ​respective​ ​personnel​ ​on​ ​a​ ​strictly​ ​need​ ​to​ ​know​ ​basis;​ ​and use the Confidential Information of the other Party only for the proper performance of its duties or exercise​ ​of​ ​its​ ​rights​ ​under​ ​this​ ​Agreement.

7.2. Each Party shall keep the contents of this Agreement and all negotiations in relation to it confidential, and not disclose the same to any third​ ​party.

7.3. The​ ​provisions​ ​of​ ​clause​ ​7.1​ ​shall​ ​not ​apply​​ ​to​ ​any​ ​Confidential​ ​Information​ ​that:

7.3.1.       the receiving Party can reasonably demonstrate was known to the receiving Party or in its possession before​ ​that​ ​information​ ​was​ ​acquired​ ​from​ ​the​ ​disclosing​ ​Party;

7.3.2.       is in or enters the public domain through no default of the receiving Party or any person on its behalf, with​ ​effect​ ​from​ ​the​ ​date​ ​that​ ​the​ ​relevant​ ​Confidential​ ​Information​ ​enters​ ​the​ ​public​ ​domain;​ ​or

7.3.3.       the receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that information as a result of a breach of an obligation of confidence.

7.4. The provisions of clauses 7.1. and 7.2.  shall not apply to any information which is required to be disclosed by any applicable law or by order of any court of competent jurisdiction or any government body, agency or regulatory body, to the extent of the required disclosure, provided that the receiving Party shall use all reasonable​ ​endeavors:

7.4.1.       to give the other Party as much written notice of the disclosure as it reasonably can to enable the other Party​ ​to​ ​seek​ ​a​ ​protective​ ​order​ ​or​ ​other​ ​action​ ​protecting​ ​such​ ​information​ ​from​ ​disclosure;

7.4.2.       to​ ​furnish​ ​only​ ​that​ portion​​ ​of​ ​the​ ​information​ that​ ​​it​ ​is​ ​legally​ ​obliged​ ​to​ ​disclose;​ ​and

7.4.3.       to​ ​consult​ ​with​ ​the​ ​other​ Party​​ ​with​ ​a​ ​view​ ​to ​agreeing​​ ​the​ ​timing​ ​and​ ​content ​of​​ ​any ​​such​ ​disclosure.

7.5. The receiving Party shall notify the disclosing Party promptly if it becomes aware that any of the Confidential Information​ ​falls​ ​within​ ​the​ ​provisions​ ​of​ ​clauses​ ​7.3​ ​and​ ​7.4.

7.6. Upon expiry or termination of this Agreement (howsoever arising) the receiving Party shall promptly return, or (if so​ ​requested​ ​by​ ​the​ ​disclosing​ ​Party)​ ​destroy,​ ​all​ ​Confidential​ ​Information​ ​of​ ​the​ ​disclosing​ ​Party.

7.7. No Party shall make, or suffer or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation,​ ​any​ ​relevant​ ​securities​ ​exchange),​ ​any​ ​court​ ​or​ ​other​ ​authority​ ​of​ ​competent​ ​jurisdiction.

8.       INDEMNITY

8.1. The Client shall (a) defend and indemnify ENME, and its respective officers, directors and employees, on demand, from and against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the use of the Services and/or Documentation by the Client and/or by any person under the auspices or control of the Client (in this clause, referred to as an “Services​ Usage Claim”​), and (b) defend and indemnify ENME, its officers, directors and employees, on demand, from and against all third party or regulatory claims, actions, proceedings, or fines, and for any related losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees), arising out of or in connection with any breach by the Client of its obligations under clause 4 (in this clause,​ ​referred​ ​to​ ​as​ ​a​ “Data​ ​Protection​ ​Claim”​),​ ​provided​ ​that:

8.1.1.       the Client is given prompt notice of any matter for which ENME wishes to be indemnified under this sub-clause;

8.1.2.       ENME provides reasonable co-operation to the Client in the defense and settlement of the relevant Services​ ​Usage​ ​Claim​ ​or​ ​Data​ ​Protection​ ​Claim​ ​(as​ ​the​ ​case​ ​may​ ​be),​ ​at​ ​the​ ​Client's​ ​expense;​ ​and

8.1.3.       the Client is given sole authority to defend or settle the relevant Services Usage Claim or Data Protection Claim (as the case may be), provided that no settlement shall be made which prejudices ENME’s rights or places ENME under any obligations (in addition to those in this Agreement) without the​ ​prior​ ​written​ ​approval​ ​of​ ​ENME​ ​(such​ ​approval​ ​not​ ​to​ ​be​ ​unreasonably​ ​withheld​ ​or​ ​delayed).

8.2. ENME shall (a) defend the Client, its officers, directors and employees against any claim brought by a third party that the Services, Documentation or ENME Software infringes any patent, copyright, trade mark, database right or right of confidentiality (in this clause, referred to as an “Infringement Claim”​), and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of any such Infringement Claims, and (b) defend and indemnify the Client, its officers, directors and employees against any third party or regulatory claims, actions, proceedings, or fines, and for any related losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees), arising out of or in connection with any breach by ENME of its obligations under clause 4 (in this clause, referred​ ​to​ ​as​ ​a​ “Data​ ​Protection​ ​Claim”​),​ ​provided​ ​that:

8.2.1.       ENME is given prompt notice of any matter for which the Client wishes to be indemnified under this sub-clause;

8.2.2.       the Client provides reasonable co-operation to ENME in the defense and settlement of the relevant Infringement​ ​Claim​ ​or​ ​Data​ ​Protection​ ​Claim​ ​(as​ ​the​ ​case​ ​may​ ​be),​ ​at​ ​ENME's expense;​ ​and

8.2.3.       ENME is given sole authority to defend or settle the relevant Infringement Claim or Data Protection Claim (as the case may be), provided that no settlement shall be made which prejudices the Client’s rights or places the Client under any obligations (in addition to those in this Agreement) without the prior​ ​written​ ​approval​ ​of​ ​the​ ​Client​ ​(such​ ​approval​ ​not​ ​to​ ​be​ ​unreasonably​ ​withheld​ ​or​ ​delayed).

8.3. In the defense or settlement of any Infringement Claim, ENME may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Client without any additional​ ​liability​ ​or​ ​obligation​ ​to​ ​pay​ ​liquidated​ ​damages​ ​or​ ​other​ ​additional​ ​costs​ ​to​ ​the​ ​Client.

8.4. In no event shall ENME, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged​ ​infringement​ ​(whether​ ​or​ ​not​ ​the​ ​subject​ ​of​ ​an​ ​Infringement​ ​Claim)​ ​is​ ​based​ ​on:

8.4.1.       a​ ​modification​ ​of​ ​the​ ​Services​ ​or​ ​Documentation ​by​​ ​anyone​ ​other​ ​than​ ​ENME;​ ​or

8.4.2.       the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client​ ​by​ ​ENME;​ ​or

8.4.3.       the Client's use of the Services or Documentation after notice of the alleged or actual infringement from ENME or​ ​any​ ​appropriate​ ​authority.

8.5. The foregoing states the Client's sole and exclusive rights and remedies, and ENME's (including ENME's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent,​ ​copyright,​ ​trade​ ​mark,​ ​database​ ​right​ ​or​ ​right​ ​of​ ​confidentiality.

9.       LIMITATION​ ​OF​ ​LIABILITY

9.1. Except​ ​as​ ​expressly​ ​and​ ​specifically​ ​provided​ ​in​ ​this Agreement:

9.1.1.       1the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client, and for conclusions drawn from such use. ENME shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to ENME by the Client in connection with the Services, or any actions taken by ENME at the Client's direction;

9.1.2.       all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

9.1.3.       the​ ​Services​ ​and​ ​the​ ​Documentation​ ​are​ ​provided​ ​to ​the​​ ​Client​ ​on​ ​an​ ​"as​ is"​​ ​basis.

9.2. ENME shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses​ ​however​ ​arising​ ​under​ ​or​ ​in​ ​connection​ ​with​ ​this Agreement;​ ​and

9.3. ENME shall not be liable to Client for more than the amount the Client have paid to ENME in accordance with this Agreement in the two (2) months immediately preceding the date on which the claim is first asserted. Client acknowledges and agrees that if Client has not paid anything to ENME during such time period, Client’s sole remedy (And ENME’ exclusive liability) for any dispute with ENME is to stop using the Service.

10.   TERM​ ​AND​ ​TERMINATION

10.1.          This Agreement is effective as of the first date that Client or a user of the Website, as the case may be, accesses and uses the ENME Software until the Agreement is terminated by any of both Parties in accordance with 10.2.

10.2.          This agreement may be terminated:

10.2.1.    by Client at any time if it cancels the Services through its ENME account or with an ENME client representative;

10.2.2.    by ENME at any time if Client materially breaches any of its obligations under this Agreement;

10.2.3.    by ENME if Client fails to make any payment of the Service Fees; or

10.2.4.    by ENME for convenience with a thirty (30) days prior notice to Client.

10.3.          No Refunds applies, regardless of the cause of termination.

11.   FORCE​ ​MAJEURE

ENME shall not have any liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ENME or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of ENME’s sub-contractors, provided that the Client is notified of such​ ​an​ ​event​ ​and​ ​its​ ​expected​ ​duration.

12.   RIGHTS​ ​AND​ ​REMEDIES

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition​ ​to,​ ​and​ ​not​ ​exclusive​ ​of,​ ​any​ ​rights​ ​or​ ​remedies​ ​provided​ ​by​ ​law.

13.   SEVERANCE

If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall​ ​apply​ ​with​ ​whatever​ ​modification​ ​is​ ​necessary​ ​to​ ​give​ ​effect​ ​to​ ​the​ ​commercial​ ​intention​ ​of​ ​the​ ​Parties.

14.   ENTIRE AGREEMENT

14.1.          This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether​ ​written​ ​or​ ​oral,​ ​relating​ ​to​ ​its​ ​subject​ ​matter.

14.2.          Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation​ ​or​ ​negligent​ ​misstatement​ ​based​ ​on​ ​any​ ​statement​ ​in​ ​this Agreement.

14.3.          Nothing​ ​in​ ​this​ ​Agreement​ ​shall​ ​however​ ​limit ​or​​ ​exclude​ ​any​ ​liability​ ​for​ ​fraud.

15.   GOVERNING​ ​LAW​ ​AND​ ​JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation​ ​(including​ ​non-contractual​ ​disputes​ ​or​ ​claims).