Case Manager Terms and Conditions 

These These Terms, together with an Order Form, constitutes the Subscription Agreement which sets out the terms and conditions under which you will be entitled to use the IIZUKA case manager software. 

By completing the online Order Form, along with selecting the “I have read and agreed to the terms set out in the Case Manager Terms and Conditions” check box, you have agreed to be bound by this Subscription Agreement.

By entering into the Subscription Agreement on behalf of a company, firm or other legal entity, you represent that you have the authority to both use the Services and to agree to the Subscription Agreement on behalf of your organisation and to bind your organisation.

1. DEFINITIONS AND INTERPRETATION 

The following definitions are used in this Subscription Agreement:

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

Normal Business Hours: means 9.00 am to 5.00 pm local UK time, each Business Day.

Confidential Information: means as defined at clause 10 and includes the pricing information contained within an Order Form.

Charges: means the Subscription Fees together with the cost of any Professional Services and/or other cost or purchase price that may be more particularly detailed and described in the Order Form.

Customer (also referred to as “you” or “your“): means any person, company, firm or other legal entity who enters into a Subscription Agreement with IIZUKA. 

Customer Data: the data inputted by you, the Customer, or by a User, for the purpose of using the Services or facilitating your use, or a User’s use, of the Services.

Data Processing Agreement: means the data processing agreement annexed to the Order Form; the terms of which are expressly incorporated into this Subscription Agreement.

Due Date means as outlined at clause 4.2.

Force Majeure Event: means as outlined at clause 11. 

Go Live Date: means as outlined at clause 3. 

IIZUKA: means IIZUKA Software Technologies Limited, being a company incorporated under the Companies Acts and registered in England and Wales (Registered Number 04498601) and having its registered office at 2 Church Court, Cox Street, Birmingham B3 1RD. For the purpose of these Terms, IIZUA may also be referred to as “we” and “us”.

Intellectual Property Rights (“IPRs”): means all intellectual property rights, including copyright, patents, designs, trade or service marks, semiconductor topography rights, database rights, rights in computer software, business names, domain names, goodwill rights in confidential information including know-how and trade secrets, moral rights and all other intellectual property rights or other similar rights in any country (all whether or not registered, including all applications for any of them), whenever and however arising for their full term and including renewals and extensions.

Order Form: means the initial and any subsequent ordering document specifying the Services to be provided by IIZUKA, and that is to be agreed between  the Customer and IIZUKA. 

Privacy Statement: means our privacy statement for customers available at: https://www.iizuka.co.uk/privacy-policy; the terms of which are expressly incorporated into this Subscription Agreement.

Professional Services: means any support service and/or training, solution advising or any other consultancy services that IIZUKA may agree to provide and which additional services may be more particularly detailed and described in the Order Form, and shall be subject to additional terms and conditions and rates as notified by IIZUKA to the Customer from time to time. 

Renewal Date: means as outlined at clause 7. 

Representatives: means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers (such representatives shall include any third party providers of services to us including, but not limited to, cloud computing providers). 

Service Level Agreement (“SLA”): means, where applicable, the applicable Service Level Agreement as annexed at Schedule 1of these Terms.

Services: the on-line, web-based case management services and all associated online facilities, tools and services, including the Software, provided by IIZUKA to the Customer under this Subscription Agreement via www.iizuka.co.uk or any other website notified to the Customer by IIZUKA from time to time, excluding Professional Services.

Software: the online software applications provided by IIZUKA as part of the Services.

Subscription: means the subscriptions purchased by the Customer which entitle the Customer and its authorised Users to access and use the Services in accordance with this Subscription Agreement.

Subscription Agreement: means these Terms (and any documents expressly referred to and/or annexed herein), together with the Order Form (and any documents expressly referred to and/or annexed therein). The Subscription Agreement governs your use of our web-based case management system (including any downloadable components and Software), as set out in your Order Form.

Subscription Fee(s): means the subscription fees payable by the Customer to IIZUKA for the Subscriptions, as set out in the Order Form 

Subscription Period: means a period of one (1) year, commencing on the date of our written acceptance of your order set out in the Order Form or the date of any invoice issued by IIZUKA on receipt of an accepted Order Form, whichever is earlier. 

Terms: means these Case Manager Terms and Conditions and any documents and/or Schedules annexed hereto.

User: means any and all individuals who are authorised to use the Services and which individuals are employees of the Customer or are otherwise authorised by the Customer to access its Subscription.

User Personal Data: means any personal data in relation to a User input by the Customer, or a User for the purpose of using the Services or facilitating the Customer’s use, or a User’s use, of the Services.

Virus: anything 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.

In this Subscription Agreement:

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

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

• unless the context otherwise requires, references to the singular shall include the plural, and vice versa;

• unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;

• reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement; and 

• the Schedules shall be incorporated into and form part of the Subscription Agreement.

In the event of an inconsistency between these Terms and the Order Form, the Order Form shall prevail.

2. BASIS OF AGREEMENT

The Subscription Agreement constitutes the entire agreement between the parties relating to IIZUKA’s provision of Services to you and applies to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of IIZUKA which is not set out in the Agreement.

Any reference to, or use of your purchase order is for your convenience, and the terms that govern your purchase order are of no effect and are not incorporated into this Subscription Agreement. 

3. SERVICES AND SUBSCRIPTION RIGHTS & USE

Terms Always Apply. These Terms govern any and all provision of Services and Subscription(s) by IIZUKA to the Customer in accordance with the applicable Order Form during the entire course of the commercial relationship between IIZUKA and the Customer, irrespective of whether the Terms have been explicitly referred to in any of our communications. The successful provision of Services and Subscription(s) is not contingent on the delivery of any future Services and Subscription(s) functionality or features respectively, subject to the terms of the applicable Order Form. 

We will provide you with the Subscription(s) included in your Order Form. We shall perform any configuration as is strictly necessary for you to use the Services, such configuration details being set out in the Order Form. Once configuration has been completed by us we shall email to you your login details, confirming that configuration has been completed (the “Go Live Date“) and that the Services are now live. You will be deemed to have accepted the Services on expiry of five working days from the date of the Go Live Date. During the Subscription Period we shall use reasonable endeavours to provide and make available to you the Services on and subject to these Terms. You may only use the Services in accordance with any current product documentation.

We shall use commercially reasonable endeavours to make the Services available during Normal Business Hours, except for planned maintenance and/or unscheduled maintenance.  You acknowledge and agree that your access to the internet cannot be guaranteed and that we shall never be liable for deficiencies in your own internet connection or equipment or other hardware utilised by you in order to access and use the Services.

You shall be entitled to permit Users to have access to the Services and you acknowledge and agree that you are fully and solely liable for the Users to whom you afford access to the Services. The maximum number of Users and storage under a Subscription shall be particularly detailed and described in the Order Form.

IIZUKA has the right to conduct an audit of the Users and if you are found to be exceeding the contractual usage limit set out in the Order Form IIZUKA may work with you to seek to reduce your usage so that it conforms to that limit. If, notwithstanding IIZUKA’s efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional Users promptly upon IIZUKA’s request, and/or pay any invoice for excess usage in accordance with clause 4.  If you wish to purchase additional User subscriptions during the Subscription Period, you shall notify IIZUKA in writing.

In the event that we have agreed to provide you with Professional Services related to the Services, then we shall mutually agree with you as to when such Professional Services shall be performed. You agree that you shall provide us with not less than 90 days’ notice in the event that you wish to cancel or otherwise amend any scheduled training days and should you fail to provide such notice, you shall compensate us for the direct costs incurred in relation to performing the Professional Services including (but not limited to) travel costs and other properly and reasonably incurred expenses. It is your responsibility to provide a suitable location where training can take place together with all necessary computing and other associated equipment including (but not limited to) a projector and internet connection.

If you purchase a Subscription, IIZUKA grants you a non-exclusive, non-transferable, non-sublicensable, limited license during the Subscription Period only to access and use the Services and all updates we make generally available (such updates shall be supplied free of charge). We reserve the right to implement new versions and upgrades of the Services, including (but not limited to) changes that effect modifications to the design, operational method, technical specifications, systems and other functions of the Services at any time without prior notice.

Except as set forth in this clause 3, this Subscription Agreement does not grant you any rights to or in any IPRs owned by IIZUKA and/or its licensors, including but not limited to patents, copyright, database right, trade secrets, trade names, trade marks (registered or unregistered) or any other rights or licences in respect of the Services. You acknowledge and agree that IIZUKA and/or its licensors own all IPRs in the Services. You agree that you will only use the Services in accordance with this Subscription Agreement and conditions and any relevant law, regulation or other applicable instrument in your jurisdiction.

IIZUKA shall provide support services during the Subscription Period. Details of our standard response times are set out in Schedule 1 of these Terms.

4. PAYMENT

You agree to pay any Charges including all Subscription Fees in accordance with the Order Form and to provide to us with valid, up-to-date and complete credit card details; or authorisation to initiate a direct debit; or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details.

If you provide us with your credit card details you hereby authorise us to bill such credit card for the Charges payable in accordance with the Order Form.

If you provide us with your approved purchase order information, we shall invoice you for the full amount of the Charges payable in advance and you agree to pay each invoice within 14 days of the date of such invoice (“Due Date") in order to obtain an active subscription. By agreeing to these Terms you understand that an active subscription is required in order to use the Software and or any of the Services generally.

If you provide us with your authorisation to initiate a direct debit on your account, you shall provide details of its bank account, including sort code, account number and account name and shall duly authorise us to collect the Charges in advance by direct debit in accordance with the Order Form.

If we have not received payment by the Due Date, without limiting IIZUKA’s rights or remedies: 

1.  we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; 

2.  the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 5% a year above the Bank of Scotland’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%; and

3.  notwithstanding the foregoing in clause 4.5.2, we reserve the right to claim interest under the Later Payment of Commercial Debts (Interest) Act 1998 and you shall be liable to pay all costs, expenses and outlays incurred by us in collecting any such overdue payments and interest thereon.

All amounts and fees stated or referred to in this Subscription Agreement shall be payable in pounds sterling, are, non-cancellable and non-refundable and are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

If at any time whilst using the Services, we deem that you have exceeded the amount of storage space reasonably made available to you, we reserve the right to charge you excess data storage fees at our current data storage rates. Such fees will be payable in accordance with the terms of this clause 4. We will notify you of such data storage fees in writing from time to time.

We may increase the Charges and/or the excess data storage fees on an annual basis, on each anniversary of the Subscription Agreement, by the current rate of Retail Price Index (“RPI”) plus 3%. 

Further to clause 4.8, we may also increase the Charges and/or the excess storage fees on an ad hoc basis at any time provided that not less than 30 days’ prior notice has been provided to you and the Order Form shall be deemed to have been amended accordingly.

5. CUSTOMER OBLIGATIONS AND UNDERTAKINGS

You shall provide IIZUKA with:

1. all necessary cooperation in relation to this Subscription Agreement; and

2. all necessary access to such information as may be required by IIZUKA;

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

without affecting its other obligations under this Subscription Agreement, comply with all applicable laws and regulations with respect to its activities under this Subscription Agreement;

obtain and shall maintain all necessary licences, consents and permissions necessary for IIZUKA, its contractors and agents to perform their obligations under this Subscription Agreement, including without limitation the Services;

ensure that its network and systems comply with the relevant specifications provided by IIZUKA from time to time; and

be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to IIZUKA’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

You acknowledge and undertake that you shall ensure that the maximum number of Users that you authorise to access and use the Services shall not exceed the number of Subscriptions that you have purchased.

You acknowledge and undertake that you will not allow any Subscription to be used by more than one individual User unless such Subscription has been reassigned in its entirety to another individual User, in which case the prior authorised User shall no longer have any right to access the Service. 

You agree and undertake that you will not, nor will you permit a third party to, translate, reverse compile or recompile, disassemble, reverse-engineer or otherwise reduce to human readable form all or any part of the Software. You agree not to access all or any part of the Services in order to create or build a product or service which competes with the Services.

You agree to use all reasonable endeavours to prevent unauthorised access to or use of the Services. You agree not to access, store, distribute or transmit any Viruses or any material during your use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive or otherwise facilitates illegal activity or is otherwise illegal or causes damage or injury to person or property. We reserve the right, without liability, to disable your access to such materials and/or the Service where, in our sole opinion, you have breached this clause.

You agree and undertake not to sell, sublicense rent, lease, distribute, market or commercialise the Software or your Subscription.

You agree and undertake not to remove any identification, proprietary, copyright or other notices in the Software or any documentation or to publicly disseminate performance information about or analysis of the Software or your Subscription to the Services.

You agree and undertake that you shall not use the Services in any manner which may result in the infringement of any third party’s IPRs, or in any other manner incompatible with the intended purpose of the Services.

You agree to ensure that all User identities and passwords are stored and used in a secure manner and cannot be accessed or used by third parties. You shall be liable for any unauthorised use of the Services. Where you suspect that any unauthorised person has become aware of a User identity and/or password, you shall immediately notify us and also change such User identity and/or password. You shall be liable for all losses or damages incurred by us where an unauthorised person has become aware of a User identify and/or password. 

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

IIZUKA shall not be liable for any loss or damage arising from your failure to comply, howsoever arising, with the obligations outlined in this clause 5. 

You agree that you will notify us timeously of any suspected or actual breach of this clause 5.

6. DATA PROTECTION

As our Customer, and in order for you to use the Services, you provide us with personal details via the Order Form including contact details for an individual at your organisation. When we collect personal details we will treat them in accordance with our Privacy Statement (Privacy Statement available here: https://www.iizuka.co.uk/privacy-policy).

You agree that you have read and understood the Data Processing Agreement and agree that we will handle the User Personal Data in accordance with the Data Processing Agreement.

7. TERM, RENEWAL AND TERMINATION

Your annual subscription to use the Services will commence on the Go Live Date and shall continue for the duration of the Subscription Period and shall, subject to clause 7.3, automatically renew for successive periods equal to the expiring Subscription Period  upon the anniversary of the Go Live Date (“Renewal Date”) 

Renewal of the subscription to use the Services shall be at the IIZUKA subscription fee rates at the time of Renewal Date.

Renewal of the subscription to use the Services shall be automatic unless you provide prior notice of cancellation in writing to IIZUKA at the address set out in the Order Form not less than thirty (30) days preceding the upcoming Renewal Date. 

IIZUKA shall be entitled to terminate the Subscription Agreement by giving you not less than ninety (90) days notice in writing prior to the Renewal Date.

Without affecting any other right or remedy available to us, we may terminate this Subscription Agreement with immediate effect by giving written notice to you if:

• you fail to pay any amount due under this Subscription Agreement on the Due Date for payment and such payment remains in default 14 days after being notified in writing of such default; and/or

• you breach any third party terms or we breach any third party terms and such breach by us is attributable to, either in whole or in part, directly or indirectly, an act or omission of you, or your employees, agents, representatives or other third parties who are acting on your instruction.

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

• the other party commits a material breach of any term of this Subscription Agreement and such a breach is irremediable or if such breach is remediable, the party in breach  fails to remedy that breach within a period of 30 days after being notified in writing to do so;

• the other party repeatedly breaches any of the terms of this Subscription Agreement in such a manner as to reasonably justify, in the opinion of the non-breaching party, that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Subscription Agreement;

• the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

• the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; 

• the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Subscription Agreement has been placed in jeopardy; or 

• the terms of clause 9.2 below apply. 

We may terminate this Subscription Agreement at any time without cause upon providing you with at least thirty (30) days’ prior written notice to that effect.

On termination of this Subscription Agreement for any reason the parties agree that all licences granted under this Subscription Agreement or otherwise entered into by the parties in relation to the Software and the Services shall immediately terminate; and each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party.

Upon termination, we may destroy or otherwise dispose of any of your Customer Data (expressly excluding User Personal Data) in our possession unless we receive, no later than ten (10) days after the effective date of the termination of this Subscription Agreement, a written request for the delivery to you of the then most recent back-up of your Customer Data (expressly excluding User Personal Data). We shall use reasonable commercial endeavours to deliver the back-up to you within thirty (30) days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of your Customer Data (expressly excluding User Personal Data).

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 by the event of termination. 

8. WARRANTIES & LIMITATION OF LIABILITY

This clause 8 sets out IIZUKA’s entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:

• arising under or in connection with this Subscription Agreement;

• in respect of any use made by you of the Services or any part of them; and

• in respect of any representation, statement or tort act or omission (including negligence) arising under or in connection with this Subscription Agreement.

You assume sole responsibility for results and/or reports obtained from the use of the Software and/or the Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction.

IIZUKA shall store Customer Data during the Subscription Period in accordance with good industry standards, provided that IIZUKA shall not be responsible for errors in such Customer Data or the deletion, correction or loss of any Customer Data to the extent not caused by the negligence of IIZUKA.

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 Subscription Agreement and  we provide the Services  to you on an “as is” basis.

Nothing in this Subscription Agreement excludes our liability for death or personal injury caused by the Supplier’s negligence or for fraud or fraudulent misrepresentation.

Subject to any contrary term herein, IIZUKA’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Order Form shall be limited to the total Subscription Fees paid by you during the 12 months immediately preceding the date on which the claim arose.

9. INDEMNIFICATION

Subject to clause 8 (Warranties & Limitation of Liability), IIZUKA shall defend the Customer against any and all liabilities, costs, expenses, damages and losses awarded against the Customer in a final judgment or settlement of any claims arising out of or in connection with any claim brought against the Customer through its use of the Services and/or Software for actual or alleged infringement of a third party’s intellectual property rights (except where such infringement has been caused by your use of the Services and/or the Software other than in accordance with this Subscription Agreement ), provided that:

• IIZUKA is given prompt notice of any such claim;

• the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the IIZUKA in the defence and settlement of such claim; and

• IIZUKA is given sole authority to defend or settle the claim..

In the defence or settlement of any claim, we may procure the right for you to continue using the Services and/or the Software, replace or modify the Services and/or the Software so that they become non-infringing or, if such remedies are not reasonably available, terminate this Subscription Agreement immediately upon serving written notice to that effect upon you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

In no event shall we or our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

• a modification of Services or Software or associated documentation by anyone other than us; or 

• your use of the Services or Software or any associated documentation in a manner contrary to the instructions given to you  by us from time to time; or 

• your use of the Services or Software or any associated documentation after notice of the alleged or actual infringement from us or any appropriate authority.

You agree and acknowledge that clause 8 shall be your  sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

10. CONFIDENTIALITY

Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives in connection with this Subscription Agreement, including but not limited to:

• the terms of this Subscription Agreement;

• any information that would be regarded as confidential by a reasonable business person relating to:

  • the business, assets, affairs, customers, clients, suppliers or plans of the disclosing party; and

  • the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party

• subject to clause 10.2.4, any information developed by the parties in the course of carrying out this Subscription Agreement and the parties agree that Customer Data shall constitute Customer Confidential Information.

Confidential Information does not include information: 

• that is or becomes publicly available through no fault of recipient; 

• received from a third party without a duty of confidentiality; 

• in the other party’s lawful possession before the disclosure; 

• which is independently developed by the receiving party, which independent development can be shown by reasonable written evidence; or

• which is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

The parties acknowledge and agree that each party may be given access to Confidential Information from the other party in order to perform its obligations under this Subscription Agreement.  If the parties have entered into a Non-Disclosure Agreement (“NDA”), this Subscription Agreement incorporates the NDA.

If the parties have not signed an NDA, neither party will: (i) unless and to the extent that such disclosure is required by law, disclose the other party’s Confidential Information to any third party without the other party’s prior consent; or (ii) use the other party’s Confidential Information for any purpose except performing their obligations under this Subscription Agreement or furthering the relationship between the parties.

Each party will return or destroy the other party’s Confidential Information upon written request. Unless you tell us otherwise in writing, we may refer to our relationship with you as a Customer, including on our website.

We shall be entitled to disclose your Confidential Information to our Representatives in the course of supplying the Services.

You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information. 

This clause 10 shall survive termination of this Subscription Agreement, however arising.

11. FORCE MAJEURE

IIZUKA shall not be in breach of this Subscription Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Subscription Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, war, epidemic or pandemic, strike, lock-out or other labour problem (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, Non-IIZUKA applications or denial or service attack, default of suppliers or sub-contractors (“Force Majeure Event”).  The time for performance of such obligations shall be extended accordingly. 

12. GENERAL

Manner of Giving Notice. Except as otherwise specified in this Agreement, any notice required to be given under the Order Form or this Subscription Agreement shall be in writing and shall be delivered by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Order Form, or such other address as may have been notified by that party for such purposes. 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.

Variation. Except as set out in this Subscription Agreement, no variation of the Order Form, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by us. We reserve the right to amend this Subscription Agreement from time to time and you agree and acknowledge that such amended Terms shall be binding upon you provided that we notify you of such amended Terms.

Third Party Rights. Unless it expressly states otherwise, this Subscription 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.

Joint Venture. This Subscription Agreement does not create a partnership, agency relationship or joint venture between the parties.

Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law.

Assignment. The Customer may not assign any of its rights or obligations hereunder without the IIZUKA’s prior written consent (not to be unreasonably withheld).

Severability. If any provision of this Subscription Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Subscription Agreement will remain in effect. Notwithstanding the foregoing the parties shall thereupon negotiate in good faith in order to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Governing Law. This Subscription 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.

Jurisdiction. 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 the Subscription Agreement or its subject matter or formation (including non-contractual disputes or claims).