Claimable Terms of Service

These Terms of Service ("Terms of Service") for a web-based software content licence are supplied on behalf of Claimable Limited, a company registered in England and Wales under company number 06944789 ("Claimable"), and form part of the Claimable Agreement ("the Agreement") which relates to the person or company using the Services ("the Customer"), and incorporates the following documents:

(a) The Order, which may be in digital form and supplied at a web address notified to the Customer by Claimable from time to time, that describes the specific price plan the Customer is purchasing;
(b) These Terms of Service which governs the use of all Claimable Services;
(c) Claimable's Privacy Policy;
(d) Claimable's Data Processing Addendum;
(e) Claimable's Acceptable Use Policy.

This Agreement is effective as of the earlier of the date that you buy the User Subscriptions and/or execute an Order Form ("Effective Date").

By clicking the "I accept" button or by logging in to and through the continued use of Claimable's software and online services that reference this Agreement and, the Customer confirms that it has read, understood and accepts the following Agreement, which will be legally binding on the Customer and in doing so, acknowledges that the Customer will be bound by the following terms and conditions governing any use of Claimable's software and online services.

Your continued use of Claimable's software and online services indicates that you accept these terms in their entirety.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS THE APPLICATION TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT.

OPERATIVE PROVISIONS

Definitions

In these conditions unless there is something in the subject or context which is inconsistent therewith:

words importing the masculine gender only shall include the feminine gender and vice versa; words importing the singular number only shall include the plural number and vice versa; words importing persons include corporations and vice versa; the word "including", unless the context otherwise requires, shall mean "including without limitation"; any reference to an Act of Parliament shall include any modification extension or re-enactment thereof for the time being in force and shall also include all instruments orders plans regulations permissions and directions for the time being made issued or given thereunder or deriving validity therefrom; any covenant by the Customer not to do any act or thing shall be deemed to include an obligation not to permit such act or thing to be done and to use its best endeavours to prevent such act or thing being done by a third party; the paragraph headings do not form part of this Agreement and shall not be taken into account in its construction or interpretation; any reference in this Agreement to "writing" or cognate expressions includes a reference email or comparable means of communication.
1. In this Agreement, unless the context otherwise requires:
  - 'Account' means the entity through which the Customer Data and access to the Application is managed;
  - 'Application' means the web-based claims management software that is provided via the subscription services made available by Claimable to the Customer under this Agreement via www.claimable.com and any applicable sub-domain, or any other website notified to the Customer by Claimable from time to time;
  - 'Authorised User' means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation;
  - 'Billing Cycle' means either the standard monthly fees or annual fees payable under the relevant Price Plan elected in the Order pursuant to the appropriate Billing Period by the Customer to Claimable for the licence of the Application;
  - 'Billing Period' means either the 30 day period for monthly fees or 12 month period for annual fees which apply according to the Billing Cycle;
  - 'Business Hour' means any time between 0900 and 1800 on a Business Day, during which Claimable is open for business;
  - 'Business Day' means a day on which the banks are open for normal trading in London, UK;
  - 'Confidential Information' means all confidential information disclosed by a party to the other party which is designed to be confidential by its nature, or that should be reasonably understood to be confidential given the nature of the information and the circumstances of the disclosure;
  - 'Customer Computer Systems' means the Customer's computer hardware, firmware, software and communications infrastructure through and on which the Application shall be used;
  - 'Customer Data' means any data belonging to the Customer, its Authorised Users or to third parties and used by the Customer under licence which is created using the Application on any Customer Computer Equipment;
  - 'Documentation' the documents made available to the Customer by Claimable online via help.claimable.com or such other web address notified by Claimable to the Customer from time to time which sets out a description of the Services and the user instructions for the Services;
  - 'Intellectual Property Rights' means patents, rights in design, trade marks copyright (including any such rights in typographical arrangements, websites, software or database rights) knowhow, confidential information whether registered or not anywhere in the world;
  - 'Light User' shall mean any additional user who is not an Authorised User, but shall be granted a limited access to the Application by Claimable for the benefit of the Customer;
  - 'Price Plan' means the optional price plans (“Startup”, “Growth” or “Established”) indicated in the Order setting out the appropriate Billing Cycle, Billing Period, any key details from the Acceptable Use Policy and any other features, information or detail relating to the relevant licence as purchased by the Customer under this Agreement and which will be incorporated into the terms of this Agreement;
  - 'Services' means, collectively, the Application and any support services provided by Claimable to the Customer;
  - 'Trade Marks' means the trade marks, names and logos of Claimable;
  - 'Website' means pages or a related group of pages linked together using the hypertext transfer protocol ('http' or 'https');
  - 'User Subscriptions' shall mean the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services in accordance with this Agreement
2. Reference to a party is reference to a party to this agreement and includes his permitted assignees.
3. Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
4. Reference to clauses or paragraphs is to clauses or paragraphs of this agreement.
User Subscriptions
1. In consideration of payment by the Customer to Claimable of the fees set out in the Billing Cycle and according to the relevant Billing Periods, and in accordance with clause 6 below, Claimable hereby grants the Customer a non-exclusive, non-transferrable right and licence (without the right to grant a sub-license) to use the Services and the Documentation, subject to its Acceptable Use Policy and the Customer may:
  1. access Claimable's server or servers using the hypertext transfer protocol ('http' or 'https') and use the Application;
  2. store its own data in the Application; and
  3. use, display, communicate and transmit its own data stored in the Application or such data as Claimable shall provide solely for the purposes of processing claims or otherwise in connection with its business; and
  4. use the Trade Marks solely for the same purposes provided that the Customer ensures they are displayed in accordance with any reasonable guidelines issued by Claimable from time to time, the goodwill relating to any such use accruing to and vesting in Claimable.
2. In relation to the Authorised Users, the Customer undertakes that:
  1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
  2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation
  3. each Authorised User shall keep a secure password for his use of the Services and Documentation, and each Authorised User shall keep his password confidential;
  4. it shall permit Claimable to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at Claimable's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
  5. if any of the audits referred to in clause 2.2.4 above reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Claimable's other rights, the Customer shall promptly disable such passwords and Claimable shall not issue any new passwords to any such individual; and
  if any of the audits referred to in clause 2.2.4 reveal that the Customer has underpaid any fees set out in the Billing Cycle to Claimable, then without prejudice to Claimable's other rights, the Customer shall pay to Claimable an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
3. In relation to the Light Users, the Customer undertakes and shall procure that:
  1. any Light User with access to the Application shall comply with Claimable's Acceptable Use Policy and any other terms of use that shall apply from time to time;
  2. any Light User shall keep a secure password for access to the Application; and
  3. any Light User shall not do anything to cause any harm or damage to the Application, or not, say anything which may be harmful to the reputation of Claimable, whether defamatory or otherwise.
4. For the avoidance of doubt, Claimable reserves all rights to publish the Application itself and license third parties to publish the Application.
5. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Customer's Obligations
1. The Customer shall on request by Claimable, display any such copyright notice adjacent to the Application.
2. The Customer, if required, will make itself available for an attributed case study to be carried out by Claimable or an entity appointed by or acting on behalf of Claimable, for the purposes of marketing, promotion of Claimable and the Application, the content of which can be published worldwide, on the internet and in printed media.
3. The Customer shall be responsible and entirely liable for all content that has been uploaded or stored on the Application, including accessing, storing, distributing or transmitting any kind of Virus, or any material during the course of its use of the Services that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
  and Claimable reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
4. The Customer shall not:
  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, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application and/or Documentation (as applicable) in any form or media or by any means; or
  2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application; or
  3. 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
  4. use the Services and/or Documentation to provide services to third parties; or
  5. 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 Authorised Users or Light Users (if applicable), or
  6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation.
5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Claimable. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Supply of Services
1. Claimable shall use all of its commercial endeavours to supply the Application to the Customer and maintain the continued availability of the Application, in accordance with this Agreement.
Warranties
1. Claimable warrants that:
  1. the Application complies with all statutory and regulatory requirements in the United Kingdom and the United States of America, and is not under the laws of the United Kingdom or United States of America obscene, blasphemous or defamatory or an infringement of any Intellectual Property Rights of any third party; and
  2. it either owns or is licensed to grant the Customer a licence of the Application and the Trade Marks as provided in this Agreement.
2. Claimable represents and warrants that, under normal authorised use, the Application shall substantially perform in conformance with the Order. As the Customer's sole and exclusive remedy and Claimable's sole liability for breach of this warranty, Claimable shall use commercially reasonable efforts to remedy any problems but Claimable shall not guarantee that the Application shall be uninterrupted or error-free. This warranty shall not apply if the failure of the Application results from or is otherwise attributable to:
  1. (i) repair, maintenance or modification of the Application by persons other than Claimable or its authorised contractors; (ii) accident, negligence, abuse or misuse of the Application; (iii) Customer's failure to implement software updates provided by Claimable specifically to avoid such failure; or (v) the combination of Application with any Customer Computer Equipment or software not authorised or provided by Claimable or the combination of the Application with any external programs.
3. The Customer warrants that its entry into this Agreement does not breach any other agreement to which it is a party and that it will comply with all its obligations with respect to use of the Application under the licence granted to it under this Agreement and only use the Application within the Acceptable Use Policy or this Agreement.
4. Notwithstanding any other provision of it, this Agreement does not exclude any warranties or other statutory rights that cannot be excluded under applicable local law.
Payment
1. In consideration of the rights and licences granted under this Agreement, the Customer shall pay Claimable the fees set out in the Billing Cycle and in accordance with the Billing Period. All fees in the Billing Period begin on the Effective Date are payable in advance, and shall be automatically renewed on each anniversary thereof. All fees for User Subscriptions added in the middle of a monthly period or annual period will be charged for on a pro rata basis until the end of the Billing Period.
2. The Customer agrees that if it deactivates a User Subscription and terminates this Agreement, then any fees paid in advance will not be refunded.
3. All sums payable under this Agreement shall be payable in either British Pounds (GBP), American US Dollars (USD) or Euros (EUR) as agreed between Claimable and the Customer, and are exclusive of VAT, which shall also be payable by the Customer, if applicable.
4. If Claimable has not received payment within 30 days of the due date, and without prejudice any other rights and remedies of Claimable:
  
  (a) Claimable may, without liability to the Customer, disable the Customer's account, access to all Authorised Users and Light Users, access to all or part of the Application and Claimable shall be under no obligation to provide any or all of the services in the Application while the invoice(s) concerned remain unpaid; and
  
  (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. The Parties agree that the right to claim interest under this clause is a substantial remedy for late payment and is not in substitution for any statutory right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998, on the unpaid amount until payment (whether payment happens before or after any court judgment).
Limits
1. The Customer acknowledges and agrees that the number of User Subscriptions shall apply to their use of the Application and Claimable's Acceptable Use Policy and Claimable reserves the right to charge additional fees for any usage of the Application that exceeds this policy or the User Subscriptions.
Intellectual Property Rights
1. Claimable shall own all rights, title and interest in and to all of its intellectual property, and the Customer acknowledges and agrees that Claimable and/or its licensors own all intellectual property rights in the Services, Application and the Documentation. 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, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Application, the Services or the Documentation.
2. Where expressly indicated, the Intellectual Property Rights subsisting in certain elements of the Application including any supporting software and documentation may be the property of named third parties.
3. The Customer shall not either during the Term or after the expiry of this Agreement permit or cause to occur any infringement of any Intellectual Property Rights covered by this Clause 9. Use by the Customer and its employees of the Service shall be only within the terms of this Agreement.
4. The provisions of this clause 8 shall survive the termination of this Agreement.
Use of the Application
1. The Customer undertakes:
  1. that it will not do anything in relation to the Application, including using it with any other material or advertisement, that is likely to diminish the value of the Application or the Trade Marks or the reputation of Claimable, and will not do anything that may breach any law or regulation including anything that is libellous, obscene or defamatory or that infringes the rights of any third party;
  2. that it will notify Claimable as soon as is reasonably practicable if he believes or has reason to believe that the Application contains any errors or is incomplete and will provide Claimable with all reasonable information to assist Claimable to rectify the Application as soon as is reasonably practicable; and
  3. that it will not alter or modify the Application in any way and will ensure that no person does so.
2. The Customer acknowledges and agrees that Claimable may cease to supply any of aspect of the Application to the Customer in Claimable's absolute discretion, if the Customer is in material breach of any of the terms of this clause and if not remedied within 30 days' notice of any such breach.
3. If, after granting access to the Application, Claimable deems the Application inaccurate or unsuitable, Claimable reserves the right to refuse the Customer access to the Application, and if appropriate, remove items stored on the Customers computer arising from use of the Application and shall give the Customer verbal (and subsequent e-mail) notification of the requirement. The Customer shall act on the verbal notification.
Liability
1. Notwithstanding any other provision in this Agreement, Claimable's liability to the Customer for death or injury resulting from its own negligence or that of his employees, agents or subcontractors shall not be limited.
2. Subject to clause 10.1, either party's entire liability to the other in respect of any breach of their contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to a sum equal to the Billing Cycle paid by the Customer to Claimable as at the date of any alleged breach or incident giving rise to such a claim, save for where there is a breach of confidentiality, breach of any intellectual property rights or a data breach, in which case, then liability shall be limited to £1,000,000.
3. Claimable shall not be liable to the Customer for any indirect or consequential loss (including loss of profits) the Customer may suffer even if the loss is reasonably foreseeable or Claimable has been advised of the possibility of the Customer incurring it.
4. Notwithstanding any other provision in this Agreement, Claimable does not purport to exclude any statutory rights that may not be excluded under applicable local law.
Indemnity
1. The Customer shall indemnify and hold Claimable harmless from and against any and all liabilities, losses, damages, costs and expenses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Claimable arising out of or in connection with this Agreement, any mis-use of the Application, any third party infringement of Claimable's Intellectual Property Rights, or any negligence by the Customer or other act of default.
Confidentiality
1. During the term of this Agreement and after termination or expiry of this Agreement for any reason for a period of 36 months, the following obligations shall apply to the party disclosing Confidential Information ('Disclosing Party') to the other party ('Receiving Party').
2. Subject to clause 12.3, the Receiving Party:
  1. shall protect all Confidential Information of the Disclosing Party with at least the same degree of care it uses for its own Confidential Information of similar sensitivity, but in no instance less than a reasonable degree of care;
  2. may not use any Confidential Information for any purpose other than the performance of his obligations under this Agreement;
  3. may not disclose any Confidential Information to any person except with the prior written consent of the Disclosing Party;
  4. shall make every effort to prevent use or disclosure of the Confidential Information.
3. The obligations of confidence referred to above shall not apply to any information that:
  1. is in the possession of and free disposal of the Receiving Party or is published or is otherwise in the public domain prior to the receipt of it by the Receiving Party;
  2. is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
  3. is required to be disclosed by any applicable law or regulation; or
  4. is received in good faith by the recipient party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the other party to this Agreement in respect of it and who imposes no obligations of confidence upon the Receiving Party.
4. Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled.
5. The obligations of the parties under all provisions of this clause shall survive the expiry or the termination of this agreement for whatever reason.
Term
1. This Agreement shall commence on the Effective Date referred to in the Order or, in the absence of an Effective Date, from when the Customer begins using the Application and shall continue unless terminated by either party under this Agreement.
Cancellation and Termination
1. The Customer may initiate cancellation of their Account, at any time, online through the Claimable website or by contacting Claimable support. Cancellation before the end of the current fully paid Billing Period, will take effect at the end of that Billing Period, at which point this Agreement will be terminated and no refunds will be payable. After the termination takes effect:
  1. The Customer will no longer have access to use the Application or the Customer's data; and
  2. Claimable will destroy all of the Customer's data stored within the Application, after which point it cannot be recovered.
2. Claimable, in its sole discretion, has the right to terminate this Agreement, or cancel or suspend the Customer's access or any Light User's access to the Application, for any reason, at any time.
3. An act or omission by a person who controls, is under common control with, or is controlled by a party that would be a breach of this Agreement on his part if it were an act or omission of the party shall be deemed to be a breach of this Agreement by the party.
4. 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:
  
  (a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
  
  (b) 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 fourteen (14) days after being notified in writing to do so;
  
  (c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
  
  (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  
  (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  
  (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  
  (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
  
  (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
  
  (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  
  (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
5. Termination of this Agreement, or cancellation of an Account, for whatever reason shall not affect either:
  1. the accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other; or
  2. provisions that are expressed to survive this Agreement, which shall remain in full force and effect.
Effect of Termination
1. On termination of this Agreement for any reason, all rights and licences granted under it shall automatically terminate and the Customer shall immediately cease all use of the Application and the Trade Marks, remove any reference to them from the Customer's premises and destroy all copies and expunge them from any databases in its possession or control.
2. Termination of this Agreement shall not prejudice or affect any right of action or remedy that has accrued or will thereafter accrue to either party. For the avoidance of doubt, no money paid by the Customer to Claimable before the date of any termination shall be refundable.
General
1. A waiver of any term, provision or condition of this Agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.
2. If any provision of this Agreement is or becomes invalid, void, illegal or unenforceable in any respect under the law of any jurisdiction, whether pursuant to any judgment or otherwise, the remaining provisions of this Agreement will not be affected. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
3. This Agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements or understandings relating to the subject matter of this Agreement. Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
4. Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture, the agents of each other or any other co-operative entity.
5. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
6. The Customer shall not, without the prior written consent of Claimable, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
7. Claimable 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.
Notices
1. Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered personally, by fax, e-mail or prepaid first class post to the parties at the relevant contact details provided by either party for this purpose or as may otherwise from time to time be notified by a party to the other and shall be deemed to have been duly given on delivery if by hand, immediately on completion of transmission if given by fax or e-mail as long as a successful transmission report or return receipt is generated, and five Business Days after the date of posting if sent by pre-paid first class post/ air mail.
Non Exclusivity
1. The relationship between the parties under this Agreement is and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
Restrictions
1. The Customer shall not (except with the prior written consent of Claimable) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of Claimable any person employed or engaged in the provision of the Services at any time during the term of this Agreement or for a further period of 12 months after the termination of this Agreement other than by means of a national advertising campaign for recruitment and not specifically targeted at any of the staff of Claimable.
Alternative Dispute Resolution
1. In the event of a dispute between the Parties, they agree that they shall attempt to resolve any dispute through negotiations between their appointed representatives who have the authority to settle such disputes.
2. Subject to clause 20.1, if any claim or dispute cannot be settled by negotiation within 21 days after either party has made a written offer to the other party to negotiate a settlement to such claim or dispute, the parties shall, before resorting to court proceedings, attempt to resolve the claim or dispute by ad hoc mediation utilising the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
3. If the parties have not settled any claim or dispute by mediation within 42 days from the initiation of the mediation, the dispute shall be referred to and finally resolved by the courts in accordance with clause 21.1.
4. For the avoidance of doubt, this clause 20 shall not prevent either party from seeking injunctive relief in the case of any breach or threatened breach by the other of any obligation of confidentiality or any infringement by the other of the first-named party's Intellectual Property Rights.
Governing Law and Jurisdiction
1. This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.

With effect from 25th May 2018 the Data Processing Addendum (DPA) shall apply to the relationship between the parties and forms part of these Terms of Service.

Claimable Terms of Service

Definitions

User Subscriptions

Customer's Obligations

Supply of Services

Warranties

Payment

Limits

Intellectual Property Rights

Use of the Application

Liability

Indemnity

Confidentiality

Term

Cancellation and Termination

Effect of Termination

General

Notices

Non Exclusivity

Restrictions

Alternative Dispute Resolution

Governing Law and Jurisdiction