Terms & Conditions

ACCEPTANCE TO THE TERMS AND CONDITIONS

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE YOU AGREE TO THE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE CUSTOMER AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOLUTION.

1. Licence

1.1 Subject to the Customer paying the Fees (if applicable) and the other terms and conditions of this agreement, Sloth hereby grants to the Customer a non-exclusive, non-transferable, non-sublicencable right to use the Solution for its own business purposes only.

1.2 The Solution is provided on an “as is” basis without warranty of any kind. It is assumed that the Customer has made investigations into the Solution and is satisfied as to the Solution’s fitness for the Customer’s purpose. Sloth does not warrant that the Solution will be uninterrupted, completely secure or virus-free and the Customer acknowledges that the Solution may be subject to limitations, delays or other problems inherent with the use of communications networks and facilities.

1.3 The Customer shall not:

1.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

1.3.1.1 and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Solution (as applicable) in any form or media or by any means; or

1.3.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service; or

1.3.2 access all or any part of the Solution in order to build a product or service which competes with the Service; or

1.3.3 subject to clause 15.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Solution available to any third party; or

1.3.4 attempt to ascertain or list the source programs or source code relating to the Solution; or

1.3.5 use the Solution otherwise in accordance with this agreement.

2. Customer’s Obligations 2.1 The Customer shall:

2.1.1 provide Sloth with:

2.1.1.1 all necessary co-operation in relation to this agreement; and

2.1.1.2 all necessary access to such information as may be required by Sloth,

in order to provide the Solution, including but not limited to security access information and configuration services;

2.1.2 comply with all applicable laws and regulations with respect to its activities under this agreement;

2.1.3 obtain and shall maintain all necessary licences, consents, and permissions necessary for the purpose of or in connection with the receipt and use of the Solution; and

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

3. Service Availability

3.1 Sloth is entitled (acting reasonably) to interrupt, prevent, postpone, delay, limit, or curtail the Solution due to:

3.1.1 actions reasonably required in order to comply with applicable law;

3.1.2 the Solution being used by the Customer in breach of this Agreement;

3.1.3 non-payment of any Fees by the Customer; or

3.1.4 maintenance, inspection, servicing, repair, renewal or replacement of the software or the systems or networks used to provide the Solution,

and Sloth shall not be liable for any loss, damage, cost or expense of the Customer incurred or sustained, nor shall the Fees be reduced, as a result.

3.2 Sloth shall, where reasonably practicable, give reasonable prior notice in advance to the Customer of any matter to which clause 3.1 refers, and where notice in advance is not reasonably practicable, notice shall be given within two (2) Business Days after the occurrence of the relevant event.

3.3 The elements of the free part of the Solution may be changed by Sloth from time to time in its sole and absolute discretion.

3.4 Sloth will provide Enterprise Customers with Sloth’s standard customer support services via telephone during [9.00 am to 5.00 pm] local UK time, each Business Day in accordance with Sloth’s Support Policy in effect at the time that the Solution is provided. Sloth may amend the Support Policy in its sole and absolute discretion from time to time.

4. Charges and Payment

4.1 The Customer shall pay the Fees to Sloth for the Solution in accordance with this clause 4.

4.2 Where the Customer has elected to only use the free part of the Solution no Fees shall be payable.

4.3 Sloth shall invoice the Customer monthly in advance for the Fees and the Customer shall pay each invoice by direct debit within 30 (thirty) days after the date of such invoice. Except as provided to the contrary in this agreement, all Fees are non-refundable.

4.4 If Sloth has not received payment within 30 (thirty) days after the due date, and without prejudice to any other rights and remedies of Sloth:

4.4.1 Sloth may, without liability to the Customer, disable the Customer’s password, account and access to the Solution and Sloth shall be under no obligation to provide access to the Solution while the invoice(s) concerned remain unpaid; and

4.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3 (three) per cent over the then current base lending rate of Sloth’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.5 Subject to clauses 4.6 and 4.7, the Customer may, from time to time increase its requirement for the Solution and subject to clauses 4.6 and 4.7, Sloth shall grant additional access to the Solution in accordance with the provisions of this agreement.

4.6 If the Customer wishes to make any additional purchases, it may do so via the subscription settings in the Solution control panel .

4.7 The Customer agrees that for any additional purchases by the Customer pursuant to clause 4.6, Sloth shall increase the Customer’s Fees and next monthly direct debit payment accordingly.

4.8 All amounts and fees stated or referred to in this agreement:

4.8.1 shall be payable in pounds sterling, euro or united states dollars;

4.8.2 are, subject to clause 7.4.2, non-cancellable and non-refundable;

4.8.3 are exclusive of value added tax, or any analogous sales tax applicable to the supplies made by Sloth under this agreement, which shall be added to Sloth’s invoice(s) at the appropriate rate.

4.9 Sloth shall be entitled to increase the Fees at any time upon reasonable prior notice to the Customer.

5. Proprietary Rights

5.1 The Customer acknowledges and agrees that Sloth and/or its licensors own all intellectual property rights in the Solution. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Solution.

5.2 Sloth confirms that it has all the rights in relation to the Solution that are necessary to grant all the rights it purports to grant to the Customer under, and in accordance with, the terms of this agreement.

5.3 Where the Customer provides feedback to Sloth in respect of any aspect of the Solution and its user experience the Customer hereby grants to Sloth an irrevocable, royalty free right to use such feedback to improve its products and services.

6. Confidentiality

6.1 Each party shall treat as confidential all Confidential Information of the other party and shall not disclose such Confidential Information to any person other than in accordance with this agreement.

6.2 Neither party shall use any Confidential Information of the other party other than to exercise its rights and perform its obligations under this agreement.

7. Limitation of Liability

7.1 This clause 7 sets out the entire financial liability of Sloth (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

7.1.1 arising under or in connection with this agreement;

7.1.2 in respect of any use made by the Customer of the Solution or any part of them; and

7.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

7.2 Except as expressly and specifically provided in this agreement 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.

7.3 Nothing in this agreement excludes the liability of Sloth:

7.3.1 for death or personal injury caused by Sloth’s negligence;

7.3.2 for fraud or fraudulent misrepresentation; or

7.3.3 for any liability to the extent it could be limited or excluded by law.

7.4 Subject to clause 7.2 and clause 7.3:

7.4.1 Sloth 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 this agreement; and

7.4.2 Sloth’s total aggregate liability in contract (including in respect of the indemnity at clause 1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the greater of the value of the Solution or £1,000.

7.5

8. Term and Termination

8.1 This agreement shall continue from the date hereof for successive periods of one year, unless otherwise terminated as provided in this clause 8.

8.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

8.2.1 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 (thirty) days after being notified in writing to do so;

8.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due and/or an Insolvency Situation arises.

8.3 Sloth shall be entitled to terminate this agreement at any time in respect of the free part of the Solution.

8.4 The Customer shall be entitled to terminate this agreement at any time by giving written notice to Sloth, such notice to expire at the end of the month in which such notice was given.

8.5 On termination of this agreement for any reason, all licences granted under this agreement shall immediately terminate and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

9. Force Majeure

9.1 Sloth shall have no liability to the Customer 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 Sloth 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 suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

10. Variation

10.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11. Waiver

11.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12. Rights and Remedies

12.1 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

13.1 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.

13.2 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, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

14.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

15. Assignment

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

15.2 Sloth may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

16. No Partnership or Agency

16.1 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17. Third Party Rights

17.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

18. Notices

18.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this agreement.

18.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9.00am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

19. Governing Law and Jurisdiction

19.1 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.

19.2 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).

20. Definitions and Interpretation

20.1 The definitions and rules of interpretation in this clause apply in this agreement:

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

Confidential Information: means information concerning the business, finances, affairs, customer, clients or suppliers or the other party and any information that is identified as being of a confidential or proprietary nature or that would be regarded as confidential by a reasonable business person;

Customer: the company who is the user of the Solution;

Fees: means the fees payable by the Customer to Sloth for the Service as set out on Sloth’s website from time to time;

Insolvency Situation: means a party: (a) has a receiver, liquidator, administrator, trustee or an individual with a similar role appointed over any of its assets; or (b) suffers an event which, under the law of any jurisdiction, is equivalent to any of the acts or events specified above;

Sloth: Subpixel Ltd t/a Sloth, a company incorporated and registered in England and Wales with company number 09144862 whose registered office is at 712 Gateway East Marsh Lane, Leeds, LS9 8AY; and

Solution: means the cloud based web application known as “Sloth” that allows users to generated code for different usecases on edge networks through a graphical user interface (GUI).

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

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

20.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

20.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

20.6 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

20.7 A reference to writing or written includes faxes but not email.