1. Introduction
   
   • 1.1   These terms of service (Terms of Service) govern the provision of all products and services (including SaaS Services, Data Services and Maintenance and Support Services) (Services) by JAVLN to the Customer.
   • 1.2   Additional terms also apply to the following Services:
     1. the Maintenance and Support Services Terms available at www.javln.com/maintenance-and-support-services-terms (Maintenance and Support Terms) apply to the Maintenance and Support Services; and
     2. the Data Services Terms available at www.javln.com/data-services-terms/ (Data Services Terms) apply to the Data Services.
   • 1.3   The specific Services to be provided by JAVLN to the Customer will be set out or listed in a subscription agreement, subscription or order form, statement of work, onboarding project document or similar document, which attaches or incorporates, or includes a reference to or link to, these Terms of Service (Subscription Agreement).
   • 1.4   By signing a Subscription Agreement, the Customer agrees to these Terms of Service.
   • 1.5   A legally binding agreement between JAVLN and the Customer (referred to as the Agreement) will come into effect once the Customer and JAVLN have each signed the Subscription Agreement. The Agreement comprises:
     1. the Subscription Agreement (including any documents attached to or referenced in the Subscription Agreement);
     2. these Terms of Service;
     3. if Maintenance and Support Services are included in the Subscription Agreement, the Maintenance and Support Services Terms; and
     4. if Data Services are included in the Subscription Agreement, the Data Services Terms.
   • 1.6   Subject to clause 11, the Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of the Agreement and, without limiting this, all other terms, conditions, warranties, representations and guarantees (whether statutory, implied or otherwise) relating to the Services, the Licensed Data and the Documentation, other than those expressly set out in the Agreement, are excluded to the maximum extent permitted by applicable law.
   • 1.7   Without limiting clause 1.6, the Customer acknowledges that any AI Feature generates outputs by probabilistic means and that outputs may be inaccurate, incomplete, out of date, or may omit information that is material to the Customer or the Customer’s client. JAVLN gives no warranty as to the accuracy, completeness or fitness-for-purpose of any output. The Customer is responsible for reviewing and independently verifying all outputs before relying on them for client advice, financial decisions, or compliance purposes. Clauses 1.6 and 1.7 are subject to clause 11.
2. Services
   
   • 2.1   JAVLN will provide the Services as set out or listed in the applicable Subscription Agreement (as they may be changed from time to time in accordance with clause 3).
   • 2.2   Subject to any earlier termination in accordance with the Agreement, each applicable SaaS Service and Data Service (including any applicable Maintenance and Support Services for the SaaS Service and Data Service) will be provided from its Go Live Date to the end of its Subscription Term.
   • 2.3   The Customer:
     1. must not use the Services for any unlawful purpose or in any unlawful manner;
     2. will be responsible for procuring such hardware, equipment, internet connections, third party software and systems and other technology services (not including Underlying Systems) that it and its Affiliates may require to access and use the Services; and
     3. will provide JAVLN with such cooperation, information and assistance as JAVLN reasonably requires in order to provide the Services, and will perform and provide any applicable tasks, responsibilities and other items which are stated as being for the Customer to perform or provide in a Subscription Agreement (or any document attached to or referenced in a Subscription Agreement), in each case at the times specified in the applicable Subscription Agreement (or any document attached to or referenced in a Subscription Agreement) or, if not so specified, at the times reasonably required in order for JAVLN to provide the Services; and
     4. will ensure that its Affiliates comply with the terms of the Agreement applicable to the Customer as if its Affiliates were a party to the Agreement.
   • 2.4   The Customer acknowledges and agrees that JAVLN's ability to provide the Services (either at all, or within a particular timeframe) may be impacted by the Customer's failure to comply with the Agreement or any assumptions or dependencies specified in a Subscription Agreement (or any document attached to or referenced in a Subscription Agreement) proving to be incorrect or not being satisfied (referred to as an Excusable Event). Without limiting clause 10, if and to the extent that an Excusable Event:
     1. delays JAVLN's performance of any Services, any applicable timeframes for JAVLN to provide those Services will be deemed to be extended by the duration of the delay caused by the Excusable Event; and/or
     2. delays or prevents JAVLN's performance of any Services, JAVLN will have no liability to the Customer under or in connection with the Agreement (whether in contract, tort or otherwise) for any Losses which the Customer may suffer or incur as a result of the delay or non-performance.
3. Service Suspensions and Changes
   
   • 3.1   JAVLN may from time to time temporarily suspend or interrupt some or all of the SaaS Services and/or Data Services in order to carry out maintenance on them. Except in cases where urgent maintenance is required, JAVLN will always carry out such maintenance outside of Normal Working Hours.
   • 3.2   If the Customer fails to comply with any provision of the Agreement, JAVLN may suspend or disable the Customer's access to or refuse to provide all or any of the Services (including access to Licensed Data) until the non-compliance has been rectified to JAVLN's and (if applicable) the relevant third party licensor's reasonable satisfaction (at which point JAVLN will recommence the provision of the suspended or disabled Services as soon as is reasonably practicable). JAVLN will provide the Customer with at least 7 days' prior written notice of any proposed suspension or disablement under this clause 3.2, unless JAVLN's contractual arrangements with an applicable third party licensor require that the suspension or disablement be implemented earlier.
   • 3.3   JAVLN may from time to time make changes to any of the SaaS Services, the Data Services and/or the Maintenance and Support Services, including by implementing a new Version, changing, adding to or removing the features, functionality, specifications and performance of the Services, changing integrations with Third Party Apps, changing or discontinuing the supply of a Data Service or certain Licensed Data, replacing existing Services with new products or services, and discontinuing certain Services or parts of them (Service Changes).
   • 3.4   JAVLN will notify the Customer prior to implementing any Service Change that reduces the functionality or features of a Service in any material respect or which involves any Service or material part of a Service being discontinued and not replaced by a substantially equivalent product or service (a Material Service Change). A change relating to a Third Party App or Third Party App Service, or an integration with a Third Party App, will not be considered a Material Service Change. JAVLN will notify the Customer of the cessation of any integrations with Third Party Apps in accordance with clause 5.1(e). JAVLN will not be required to notify the Customer of any other Service Changes.
   • 3.5   The Customer may, by giving written notice to JAVLN at any time within 30 days of its receipt of notification of a Material Service Change, terminate those Services to which the Material Service Change relates (Impacted Services) and any other Services which are, in relation to the Impacted Services, Related Services. The termination will take effect on the date specified by the Customer in its notice of termination (provided that such date must be at least seven days, and not more than six months, following JAVLN's receipt of that notice) or, if the Customer does not specify a date of termination, on the last calendar day of the month in which JAVLN received the notice of termination. JAVLN will then provide the Customer a pro rata refund for any Service Fees previously paid in advance for the Impacted Services and other Related Services terminated in accordance with this clause, to the extent that such Service Fees relate to a period ending after the effective date of termination and/or relate to Impacted Services and/or Related Services which have not been provided prior to the effective date of termination (as the case may be). JAVLN will not be required to provide a refund of any other Service Fees.
   • 3.6   Without limiting JAVLN's rights to make Service Changes under clause 3.3, if, in response to a request, direction or instruction by the Customer, one or more new Versions are not implemented for the Customer and this results in the Customer using a Version (an Unsupported Version) which is two or more Versions earlier than the most recent Version which JAVLN has offered to implement for the Customer, then:
     1. JAVLN will not be required to provide any Maintenance and Support Services in relation to the Unsupported Version and/or the SaaS Service and/or Data Service to which it relates; and
     2. the Customer acknowledges and agrees that the Unsupported Version and/or the SaaS Service and/or Data Service to which it relates may suffer or become subject to errors, failures, issues, vulnerabilities and/or performance impediments which JAVLN will be under no obligation to fix.
        Where the Customer makes a request, direction or instruction that will result in the Customer starting to use an Unsupported Version, JAVLN will inform the Customer of this. JAVLN will also, if requested to by the Customer at any time during the relevant Subscription Term but subject to the Customer agreeing to pay any Service Fees proposed by JAVLN for implementing a newer Version, implement a newer Version to ensure the Customer is no longer using an Unsupported Version.
4. SaaS Services Terms
   
   • 4.1   Subject to the terms of the Agreement, JAVLN grants to the Customer and its Affiliates a non-exclusive, non-transferable licence to use each applicable SaaS Service, together with the Documentation applicable to the SaaS Service, during Subscription Term for the SaaS Service.
   • 4.2   Unless expressly permitted or provided otherwise in the applicable Subscription Agreement or authorised by JAVLN in writing, the Customer will:
     1. only use a SaaS Service in connection with the Customer's and its Affiliates' internal business operations;
     2. use each SaaS Service strictly in accordance with, and within the scope of, any applicable restrictions, limitations or additional terms (including restrictions relating to the number of Named Users), as specified in the applicable Subscription Agreement;
     3. not sub-license or allow access to a SaaS Service to any person except:
        
        1. those of the Customer’s and its Affiliates' employees, contractors and consultants who reasonably require access to the SaaS Service in connection with the Customer's and/or its Affiliates' internal business operations; or
        2. the Customer's and/or its Affiliates' clients, but only to the extent necessary to enable them to access and use any self-service portals or similar for the purposes of requesting or generating quotes or providing or requesting information to or from the Customer or one its Affiliates; or
     4. not resell, rent or distribute any SaaS Service.
5. Integrations with Third Party Apps
   
   • 5.1   If a Service or Underlying System is integrated with a Third Party App, then except to the extent specified otherwise in the applicable Subscription Agreement:
     1. the Customer acknowledges and agrees that, by making available the integration, JAVLN is not recommending or endorsing the Third Party App or any Third Party App Services to the Customer or any of the Customer's own clients. The Customer must make its own assessment of the suitability of the Third Party App and the Third Party App Services for the Customer's business including (where applicable) for the Customer's own clients;
     2. the Customer acknowledges and agrees that, in order use, consume or receive the Third Party App and/or any Third Party App Services, the Customer may:
        1. require one or more licences from, or accounts, agreements or subscriptions with, the applicable Third Party App Provider; and/or
        2. need to complete the Third Party App Provider's onboarding (or similar) process, and procuring and maintaining any such licence(s), account(s), agreement(s) and/or subscription(s), and completing such onboarding (or similar) process, is the responsibility of the Customer;
        3. the Customer must comply with the terms of the applicable Third Party App Agreements, and if JAVLN becomes aware of any breach by the Customer of a Third Party App Agreement, JAVLN may disclose the details of that breach to the relevant Third Party App Provider;
        4. the Customer acknowledges and agrees that JAVLN may receive payments or other consideration from the Third Party App Provider which relate to, are based on or arise from the Customer's use or consumption of the Third Party App and/or any Third Party App Services and/or the Customer's purchase of or entry into an agreement, transaction, licence or subscription for the Third Party App and/or any Third Party App Services;
        5. the Customer acknowledges and agrees that JAVLN is not required to continue to make the integration available for any particular period of time. If the integration ceases or will cease to become available:
           
           1. JAVLN will provide the Customer with as much prior notice as is reasonably practicable in the circumstances;
           2. JAVLN will have no liability or responsibility to the Customer (whether in contract, tort or otherwise) for any Losses the Customer may suffer or incur as a result of the integration ceasing to become available to the Customer; and
           3. with effect from the date on which the integration ceases to be available to the Customer, JAVLN will cease charging the Customer any applicable Service Fees (or the applicable portion of any applicable Service Fees) which relate specifically and solely to the provision of the integration;
        6. the Customer acknowledges and agrees that JAVLN is not responsible for supporting or maintaining the Third Party App nor any of the Third Party App Services, and the Third Party App and/or any Third Party App Services may become unavailable either on a permanent or temporary basis (for example, while maintenance is being undertaken);
        7. JAVLN will have no liability or responsibility to the Customer (whether in contract, tort or otherwise) in connection with or in relation to:
           
           1. the Third Party App and the Third Party App Services, including their functionality, operation, performance, accuracy, availability and legal compliance;
           2. the security and/or processing of any data (including Customer Data) stored in the Third Party App or otherwise held by the Third Party App Provider; and/or
           3. any failure by a Third Party App Provider to comply with the terms of a Third Party App Agreement or to provide any Third Party App Services;
        8. except as may be otherwise permitted under an applicable Third Party App Agreement or with the consent of the applicable Third Party App Provider, the Customer must not:
           
           1. resupply, resell, rent, distribute, sublicense, lend or lease the Third Party App, the Third Party App Services or any rights to use the Third Party App or any Third Party App Services;
           2. decompile, dissemble, translate, replicate, match or otherwise reverse engineer any portion of the Third Party App or any other materials, including any source code, object code, algorithms, methods, processes or techniques used or embodied therein; or
           3. circumvent, test the vulnerability of or attempt to violate, interfere with, damage, alter or misuse any security measures employed by the Third Party App, or interfere with the ability of any other user's use of the Third Party App or any Third Party App Services;
        9. the Customer acknowledges and agrees that, by using the Third Party App in conjunction with a Service, certain data relating to the Customer (including its business, clients and products) may be:
           
           1. supplied or delivered from the Third Party App or any Third Party Service to the Service or an Underlying System; and/or
           2. supplied or delivered from a Service or an Underlying System to the Third Party App or any Third Party Service,
        10. and the Customer consents to all such data exchanges (except to the extent that the Customer has disabled or turned-off any applicable data exchange settings or permissions within the applicable Third Party App, Third Party Service or Service);
        11. without limiting clause 5.1(b)(i), if and to the extent that an applicable Third Party App Agreement and/or JAVLN's integration or other agreement with the Third Party App Provider requires the Customer and/or JAVLN or any of its Affiliates to provide information and records relating to the Customer's access to and/or use or consumption of the Third Party App and/or any Third Party App Services:
            
            1. JAVLN may provide such information and records to the Third Party App Provider; and
            2. the Customer will allow JAVLN and the Third Party App Provider to have full access to such information and records.
   • 5.2   The Customer will indemnify JAVLN and its Affiliates against all Losses which they may suffer or incur in respect of any claim brought against them by a Third Party App Provider, to the extent that the claim is based on or has arisen from a breach of the Agreement or a Third Party App Agreement by the Customer.
6. Fees and Payments
   
   • 6.1   The Customer will pay JAVLN the Service Fees in consideration for the provision of the Services.
   • 6.2   Services for which Service Fees are payable on a Named User basis or by using some other variable metric may be subject to minimum fees as specified in the Subscription Agreement (Minimum Fees). If, for any relevant period, the applicable Service Fees based on the actual number of Named Users or the variable metric actually consumed or utilised are less than the Minimum Fees, JAVLN will charge, and the Customer will pay for, the Minimum Fees for that period.
   • 6.3   Where any Service Fees are payable on a Named User basis, unless stated otherwise in the Subscription Agreement and subject to any Minimum Fees that may be payable, the Customer may add and remove Named Users from time to time by completing, signing and submitting such form, notice or other document for this purpose which JAVLN may from time to time require. Where a Named User is removed during a month, no refund or credit for the remainder of the month will be provided. Where a Named User is added during a month, JAVLN may include a prorated Service Fee in respect of that user for that part month on JAVLN's next invoice to the Customer.
   • 6.4 The Service Fees for each Service will be invoiced and charged from the Billing Commencement Date in accordance with the billing schedule in the applicable Subscription Agreement.
   • 6.5   Each invoice issued by JAVLN is payable by the Customer by the 20th day of the month following the month in which the invoice is dated.
   • 6.6   Unless expressly stated otherwise in the applicable Subscription Agreement, the Service Fees and any other charges are exclusive of, and the Customer is responsible for and shall pay in addition to and at the same time as the Service Fees and other charges, all goods and services, sales and similar taxes.
   • 6.7   If any amount falls overdue for payment by the Customer, the overdue amount will bear default interest from the date on which payment of that amount falls overdue until the date on which payment of the overdue amount is made in full. Default interest will accrue and be calculated on a daily basis (after as well as before judgment) at the OCR plus 2% per annum and will be compounded monthly.
   • 6.8   If the Customer genuinely disputes any amount appearing as payable on an invoice issued by JAVLN:
     1. the Customer must notify JAVLN of such dispute prior to the due date for payment of the invoice;
     2. provided the Customer does so, the Customer may withhold payment of the disputed portion of the invoice until the dispute is resolved by the parties by written agreement or determined by a court of competent jurisdiction. If such resolution or determination is that some or all of the disputed portion is payable by one party to the other, that first party must pay the relevant amount within a further 7 days; and
     3. the undisputed portion of the invoice will remain due for payment on the due date.
   • 6.9   Subject to clause 6.11, JAVLN may, at any time, adjust all or any of the Service Fees (including any Minimum Fees) by giving the Customer at least 60 days' prior written notice.
   • 6.10   If JAVLN gives notice of an adjustment under clause 6.9 and the effect of the adjustment will be that a Service Fee (including a Minimum Fee) (Relevant Service Fee):
     1. will be increased by more than once in any period of 12 consecutive months; and/or
     2. will be increased by more than
        
        1. 5%; or
        2. the percentage increase in CPI over the CPI Measurement Period, (whichever is the greater percentage),then the Customer may, at any time within 30 days of its receipt of the notification from JAVLN under clause 6.9, give notice to JAVLN that the Customer wishes to terminate the particular Services to which the Relevant Service Fee increase relates (Affected Services) and any other Services which are, in relation to the Affected Services, Related Services.
   • 6.11   If the Customer has given notice under clause 6.10 and JAVLN:
     1. notifies the Customer that JAVLN will withdraw the increase to the Relevant Service Fee prior to it taking effect, then despite the Customer's notice under clause 6.10, the Affected Services and other Related Services referred to in clause 6.10 will not terminate, and the increase to the Relevant Service Fee will not take effect; or
     2. does not withdraw the increase to the Relevant Service Fee prior to the increase taking effect:
        
        1. the Affected Services and other Related Services referred to in clause 6.10 will terminate on the date specified by the Customer in its notice under clause 6.10 (provided that such date must be at least seven days, and not more than six months, following JAVLN's receipt of that notice) or, if the Customer does not specify a date of termination, on the day immediately prior to the increase taking effect; and
        2. JAVLN will then provide the Customer a pro rata refund for any Service Fees previously paid in advance for the Affected Services and other Related Services referred to in clause 6.10, to the extent that such Service Fees relate to a period ending after the effective date of termination and/or relate to Affected Services and/or Related Services which have not been provided prior to the effective date of termination (as the case may be). JAVLN will not be required to provide a refund of any other Service Fees.
   • 6.12   If JAVLN discovers that there has been any underpayment of the Service Fees due to the Customer using a SaaS Service or Data Service outside of the terms of any licence granted to the Customer under the Agreement (for example, if more users are using the Service than the number of Named Users for which the Service Fees have been paid for), JAVLN may issue the Customer with an invoice for the amount of the underpayment, with such invoice to be payable by the Customer in accordance with clause 6.5.
7. Intellectual Property
   
   • 7.1   The parties agree that, as between them, all Intellectual Property (including newly created Intellectual Property) in or relating to:
     1. the Services, the Underlying Systems and the Documentation is, and will remain, owned by JAVLN and/or its Affiliates;
     2. the Licensed Data is, and will remain, owned by JAVLN, its Affiliates and/or the Data Suppliers; and
     3. the Customer Items is, and will remain, owned by the Customer.
   • 7.2   Subject to clause 7.51, all new Intellectual Property created or developed by a party under or in connection with the Agreement will vest in and is hereby immediately assigned to JAVLN upon its creation.
   • 7.3   Without limiting clause 7.2, JAVLN and its Affiliates may use, incorporate, develop and exploit any ideas, suggestions and feedback provided by the Customer in relation to the Services or the Documentation without restriction or charge, so long as this does not involve the disclosure of any of the Customer's Confidential Information to third parties. Any new Intellectual Property created or developed from such use, incorporation, development or exploitation will vest in and be owned by JAVLN.
   • 7.4   Where the Customer provides or makes available to JAVLN any Customer Items, the Customer is deemed to have granted JAVLN and its Affiliates and subcontractors a non-exclusive, non-transferable licence to use the Customer Items for the sole purpose of providing the Services and (in the case of Customer Data) in accordance with clause 8.3(b).
   • 7.5   Clause 7.2 does not apply to outputs. As between the Parties, each output generated from Customer Data is a Customer Item and is owned by the Customer. The Customer grants JAVLN a non-exclusive, non-transferable licence to use outputs solely for the purpose of providing and supporting the Services to the Customer.
8. Confidentiality and Customer Data
   
   • 8.1   Subject to clauses 8.2 and 8.3, each party will not disclose, and will not use for its own benefit, any of the other party's Confidential Information.
   • 8.2   A party may:
     1. disclose or use the other party's Confidential Information with the other party's prior written consent;
     2. disclose the other party's Confidential Information as required by law or the listing rules of any applicable stock exchange on which the shares or securities of that party or one of its Affiliates are listed;
     3. disclose or use the other party's Confidential Information as reasonably required in order to give effect to the Agreement or to exercise any rights or perform any obligations under the Agreement;
     4. disclose the other party's Confidential Information to its Affiliates, shareholders, advisers, financiers, insurers and auditors, provided that that party must ensure that they maintain the Confidential Information as confidential in a manner consistent with this clause 8; or
     5. disclose the other party's Confidential Information to a potential purchaser of or investor in that party and/or its Affiliates, provided that that party first ensures that the purchaser or investor enters into an agreement or provides an undertaking to maintain the Confidential Information as confidential and to only use it for the purposes of undertaking due diligence in relation to that party.
   • 8.3   JAVLN may also:
     1. disclose and publicise that the Customer is a customer of JAVLN and display the Customer’s business name, trademarks, and logos on JAVLN's website, social media channels, investor presentations, and general marketing or customer lists, in accordance with the Customer's reasonable brand guidelines (if provided to JAVLN); and
     2. collect and use quantitative data derived from the Customer’s use of the Services (Usage Data) for statistical purposes and/or to make improvements to JAVLN's products and services and/or for the development and commercialisation of new products and services, provided that the Usage Data will:
        
        1. be in aggregated and de-identified form; and
        2. not include any specific Customer Data or any information (including Personal Information) which identifies the Customer or any individual; and
        3. not be derived from, and will not include, any input to or output of an AI Feature, except with the Customer's prior written consent.
   • 8.4   Without limiting clause 8.1, JAVLN must:
     1. take steps in accordance with good industry practice and (where applicable) Privacy Laws to preserve the security of the Customer Data, and to prevent any unauthorised access to, or disclosure, alteration, loss or destruction of, the Customer Data (a Data Breach);
     2. promptly notify the Customer and cooperate with the Customer if JAVLN becomes aware of any Data Breach; and
     3. when processing any Customer Data which comprises Personal Information on behalf of the Customer, comply with the Privacy Laws.
   • 8.5   Where any Customer Data comprises Personal Information, the Customer warrants and represents to JAVLN that JAVLN and its Affiliates and subcontractors are permitted under the Privacy Laws to process that Personal Information in accordance with the Agreement (including to provide the Services) and, where the consent of the applicable PI Subjects is required for such processing, the Customer has obtained all required consents from the PI Subjects.
   • 8.6   The Customer must ensure that the Customer Data does not contain any harmful code, scripts or files (such as viruses) and does not contravene any applicable laws, including with respect to defamation, infringement of Intellectual Property or interference with privacy. If a third party asserts or JAVLN reasonably suspects that any Customer Data (or JAVLN's processing of any Customer Data in accordance with the Agreement) contains any harmful code, scripts or files or contravenes any such laws, JAVLN may delete or remove the Customer Data from any Underlying Systems. Where practicable, JAVLN will advise the Customer and give the Customer an opportunity to make its own copy of the Customer Data before deleting or removing it.
   • 8.7   Where the parties mutually agree to collaborate on a case study, testimonial, or media release (collectively, Marketing Materials):
     
     1. the Customer grants JAVLN a worldwide, royalty-free, non-exclusive license to use, reproduce, display, and distribute the Customer’s quotes, logos, and case study details across JAVLN’s marketing channels (including websites, digital media, and print);
     2. JAVLN will provide the Customer with a reasonable opportunity to review and approve the final text of the Marketing Materials prior to their initial publication, such approval not to be unreasonably withheld or delayed; and
     3. the Customer agrees that JAVLN may continue to use, display, and distribute any previously approved Marketing Materials for a period of six months following the expiration or termination of the Agreement, after which JAVLN will cease active distribution and remove the digital case study from its primary public-facing website.
9. Indemnities
   
   • 9.1   Subject to clause 9.2:
     1. JAVLN will indemnify the Customer against all Losses which the Customer may suffer or incur in respect of any third party claim that the Customer's use of the Services and/or the Documentation infringes the third party's Intellectual Property; and
     2. the Customer will indemnify JAVLN against all Losses which JAVLN may suffer or incur in respect of any third party claim that JAVLN's use of a Customer Item infringes the third party's Intellectual Property or that the Customer Data (or JAVLN's processing of any Customer Data in accordance with the Agreement, particularly clause 8.5) breaches any applicable laws.
   • 9.2   A party (Party A) will not be required to indemnify the other party (Party B) under clause 9.1 if, and to the extent that:
     1. Party B makes any admissions in relation to the relevant third party claim (Third Party Claim) without the prior written approval of Party A;
     2. the Third Party Claim has arisen, in part or in full, from any changes, modifications or enhancements made to the Service, Documentation or Customer Item (as applicable) which is the subject of the Third Party Claim (Subject Item) by any person other than Party A or its subcontractors;
     3. the Third Party Claim has arisen, in part or in full, from misconduct, negligence or breach of the Agreement or the licence terms applicable to the Subject Item by Party B; or
     4. where JAVLN is Party A, the Third Party Claim relates to the use of any Licensed Data or Third Party App or Third Party App Service.
   • 9.3   In the event of a Third Party Claim for which a party (Indemnifying Party) is required to indemnify the other party (Indemnified Party) under clause 9.1, the Indemnified Party must, if required by the Indemnifying Party, give the Indemnifying Party sole control of the defence and settlement of the Third Party Claim including the ability to settle the Third Party Claim on behalf of the Indemnified Party.
10. Liability
    
    • 10.1   To the maximum extent permitted by law and subject to clause 11, neither party (First Party) shall be liable to the other party (Second Party) under or in connection with the Agreement (whether in contract, tort or otherwise) for:
      1. any indirect or consequential Loss, or any loss of profit or revenue, suffered or incurred by the Second Party; or
      2. Loss suffered or incurred by the Second Party, to the extent to which this results from any act or omission (including any breach of the Agreement) by the Second Party.
    • 10.2   If a party (Affected Party) is prevented from performing any obligation under the Agreement by a Force Majeure Event, the requirement to perform that obligation shall be suspended for so long as the Force Majeure Event prevents the Affected Party from performing the obligation and the Affected Party shall not be liable for any failure or delay in performing that obligation during such period of suspension.
    • 10.3   To the maximum extent permitted by law and subject to clause 11, the total liability of each party (Liable Party) under or in connection with the Agreement (whether in contract, tort or otherwise) in respect of all breaches and events occurring during any calendar year shall be limited to an amount equal to the total Service Fees invoiced by JAVLN during that year.
    • 10.4   The exclusions and limitations of liability in clauses 10.1(a) and 10.3 will not apply to any liability:
      1. in relation to the payment of the Service Fees payable under the Agreement (including liability for Losses relating to Services Fees that would have been payable but for a termination of the Agreement);
      2. in respect of any breach of clause 4 or 8.1; or
      3. under any indemnity set out in the Agreement.
11. Consumer Law and other Statutory Protections
    
    • 11.1   Nothing in the Agreement will or is intended to:
      
      1. (if the Customer is located in New Zealand) exclude, contract out of, limit or restrict any right or remedy the Customer may have under the Fair Trading Act 1986, under the Consumer Guarantees Act 1993, or under Subpart 3 (Contractual Remedies) of Part 2 of the Contract and Commercial Law Act 2017 in relation to misrepresentations which induced the Customer's entry into the Agreement. For further information visit https://comcom.govt.nz/ and https://www.consumerprotection.govt.nz/;
      2. (if the Customer is located in Australia) exclude, restrict or modify the application of all or any of the applicable provisions of Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law), provided that, if JAVLN is liable to the Customer in relation to a failure to comply with a guarantee that applies under the Australian Consumer Law that cannot be excluded, JAVLN's total liability to the Customer for that failure is limited to the resupply of the applicable Services or the payment of the cost of resupply of the affected Services; or
      3. exclude, contract out of, limit or restrict any other right or remedy which cannot be lawfully excluded, contracted out of, limited or restricted under applicable law.
    • 11.2   If the Australian Consumer Law applies to the supply of any Services under the Agreement, JAVLN acknowledges that those Services come with a guarantee that cannot be excluded under the Australian Consumer Law, and that the following mandatory notice under section 102(1) of the Australian Consumer Law applies:
      Our products and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
      (a) to cancel your service contract with us; and
      (b) to a refund for the unused portion, or to compensation for its reduced value.
      You are also entitled to choose a refund or replacement for major failures with products. If a failure with the products or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the products and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the products or service.
12. Term and Termination
    
    • 12.1   The Agreement will commence on the Agreement Date and, unless terminated earlier in accordance with its terms, will expire once all relevant Services have been provided and all relevant Subscription Terms have ended.
    • 12.2   The Subscription Term for each applicable SaaS Service and Data Service will commence on the date expressly specified in the relevant Subscription Agreement or in the absence of that, on the Billing Commencement Date (Subscription Commencement Date) and, unless the Agreement or the relevant SaaS Service or Data Service is terminated earlier in accordance with this clause 12 or any other provision of the Agreement (in which case the Subscription Term will end on the effective date of such termination), will:
      1. continue for an initial term ending on the last day of the month which is 36 complete calendar months (or such other number of complete calendar months as specified in the applicable Subscription Agreement) after the Subscription Commencement Date (Initial Subscription Term); and
      2. following its Initial Subscription Term, automatically renew and continue until the Agreement or the relevant SaaS Service or Data Service is terminated in accordance with this clause 12 or any other provision of the Agreement.
    • 12.3   Either party may terminate a SaaS Service and any other Services which are, in relation to the SaaS Service, Related Services, with effect from:
      1. the end of the Initial Subscription Term for that SaaS Service; or
      2. the end of any month after the Initial Subscription Term for that SaaS Service, by providing the other party at least six calendar months' prior written notice. The parties acknowledge and agree that the six month notice period required under this clause 12.3 is fair, reasonable and appropriate taking into account the likely period of time the Customer would require in order to transition from a SaaS Service to an alternative service or solution and JAVLN's requirements to plan, purchase and/or provision for cloud and/or hosting resources needed to provide SaaS Services.

If the Customer wishes to terminate a SaaS Service (and its Related Services) with an effective date prior to the expiry of the Initial Subscription Term or renewal term, the Customer may do so by providing JAVLN with at least six months' prior written notice, provided the Customer pays, prior to the effective termination date, an early exit fee equal to 100% of the remaining Service Fees that would have fallen due between the effective termination date and the expiry date of the Subscription Term.

• 12.4   The Customer may terminate a Data Service and any other Services which are, in relation to the Data Service, Related Services, at any time (whether during or after the Initial Subscription Term for the Data Service) by giving JAVLN at least 30 days' prior written notice. JAVLN may terminate a Data Service and any other Services which are, in relation to the Data Service, Related Services:
  
  
  
  
  1. at any time (whether during or after the Initial Subscription Term for the Data Service) if JAVLN's agreement with the relevant Data Supplier for the supply of the relevant Licensed Data expires or terminates for any reason. JAVLN will use reasonable endeavours to give the Customer at least 30 days' prior written notice of any such termination; or
  2. at any time after the Initial Subscription Term for the Data Service by giving the Customer at least 30 days' prior written notice.
     
     
• 12.5   If a party (Defaulting Party):
  
  
  
  
  1. has committed a material breach of the Agreement and the breach is not reasonably capable of being remedied or the breach is not remedied within 30 days of the Defaulting Party receiving written notice of the breach from the other party (Non-defaulting Party); or
  2. becomes and remains subject to an Insolvency Event, the Non-defaulting Party may, by giving written notice to the Defaulting Party, terminate:
     
     1. the Agreement; or
     2. one or more SaaS Services and/or Data Services only (together with any other Services which are, in relation to those SaaS Services and/or Data Services, Related Services),

provided that if JAVLN is the Defaulting Party and the material breach referred to in clause 12.5(a) relates to the provision or non-provision (as the case may be) of a Data Service or any other Service which is, in relation to the Data Service, a Related Service, the Customer may only terminate that Data Service and any other Services which are, in relation to the Data Service, Related Services, in which case the Agreement will otherwise remain in effect and all other Services will continue to be provided. A termination under this clause 12.5 will take effect on the date specified by the Non-defaulting Party in its notice of termination (provided that such date must be not more than six months following the Defaulting Party's receipt of that notice).

• 12.6   For the purposes of clause 12.5(a), any breach of clause 4 or 6, or of the Data Services Terms, by the Customer will be deemed to be a material breach.
  
  
• 12.7   If the Agreement terminates or expires, or one or more of the Services are terminated:
  
  
  
  
  1. if requested to by the Customer prior to, or within 30 days after, the effective date of the termination or expiry but subject to the Customer agreeing to pay any applicable Service Fees proposed by JAVLN for doing so, JAVLN will provide the Customer a copy of all relevant Customer Data stored by JAVLN in such format as JAVLN may determine. Without limiting its obligations under clause 12.7(b), JAVLN may, at any time after that 30 day period, delete all or some of the Customer Data stored by JAVLN (excluding any Customer Data which JAVLN is required to continue to process as part of its provision of any relevant Services which have not been terminated or expired);
  2. each party (First Party) shall, if and to the extent requested to by the other party (Second Party), destroy all copies of the Second Party's Confidential Information which are then in its possession or under its control (but excluding any Confidential Information for which is not reasonably practicable from a technical perspective for the First Party to destroy and/or which the First Party is required by law to retain or needs to retain in order to continue providing or consuming any relevant Services which have not been terminated or expired);
  3. JAVLN may cease providing the Services or those of them that have been terminated or expired (as applicable) and, except to the extent provided in clause 12.7(d), JAVLN will cease charging any further Service Fees for the Services or those of them that have been terminated or expired (as applicable), including (where the Services that have been terminated or expire include Data Services) any Service Fees that relate specifically and solely to an integration with the relevant Data Supplier System;
  4. the Customer must (to the extent it has not already) continue to pay in accordance with clause 6:
     
     1. all amounts outstanding or due for payment as at the date of termination expiry;
     2. all Services Fees for Services which have not been terminated or expired;
     3. all Service Fees for terminated or expired Services which the Customer continues to use or consume after the date of termination or expiry; and
     4. all Service Fees for terminated or expired Services which relate to periods prior to the date of termination or expiry;
  5. if the Customer has terminated the Agreement or a Service under clause 12.5, JAVLN will provide the Customer a pro rata refund for any Service Fees previously paid in advance for the Services or those of them that have been terminated (as applicable), to the extent that such Service Fees relate to a period ending after the effective date of termination and/or relate to Services which have not been provided prior to the effective date of termination (as the case may be). JAVLN will not be required to provide a refund of any other Service Fees (but this is without prejudice to any rights the Customer may have to bring a claim for damages in respect of any prior breach of the Agreement);
  6. if JAVLN has terminated the Agreement or a Service under clause 12.5 or as a result of a repudiation of the Agreement by the Customer, the Customer must pay to JAVLN any applicable early termination charges in accordance with the applicable Subscription Agreement, or in the absence of that, in accordance with the early convenience termination under clause 12.3;
  7. the termination or expiry will be without prejudice to either party's rights and remedies in respect of any breach of the Agreement by the other party, where the breach occurred before such termination or expiry; and
  8. in the case of a termination or expiry of the Agreement in its entirety, all indemnities under the Agreement, and the provisions of clauses 7, 8, 9, 10 and 12.7, together with those other provisions of the Agreement which are incidental to, and required in order to give effect to those clauses, will remain in full force and effect.
     
     
• 12.8   If the Customer has terminated or given notice to terminate one or more Services and, as consequence of that termination, it will not be technologically possible or feasible for JAVLN to continue to provide any other Services, JAVLN will not be required to provide those other Services, however JAVLN will allow the Customer to amend the scope of Services to be terminated as necessary to ensure JAVLN is able to continue to provide those other Services.

13. Amendments to Agreement
    
    • 13.1   Subject to clause 13.3, JAVLN may change or update the Agreement from time to time by notifying the Customer at least 60 days prior to the changes or updates coming into effect.
      
      
    • 13.2   If the changes or updates notified by JAVLN under clause 13.1 would be detrimental to the Customer in any material respect, the Customer may, at any time within 30 days of its receipt of the notification from JAVLN, give notice to JAVLN that the Customer wishes to terminate:
      
      
      
      
      1. the Agreement; or
      2. one or more SaaS Services and/or Data Services only (together with any other Services which are, in relation to those SaaS Services and/or Data Services, Related Services),
         provided that if the changes or updates relate solely to the Data Services Terms or any other provisions of the Agreement dealing solely with the Data Services, the Customer may only give notice that it wishes to terminate some or all of the Data Services and any other Services which are, in relation to those Data Services, Related Services.
    • 13.3   If the Customer has given notice under clause 13.2 and JAVLN:
      
      
      
      
      1. notifies the Customer that JAVLN will withdraw the changes or updates to the Agreement (or those of them that the Customer has requested in writing that JAVLN withdraw) prior to the changes or updates coming into effect, then despite the Customer's notice under clause 13.2, neither the Agreement nor any of the Services will terminate, and the changes or updates that JAVLN has withdrawn will not take effect; or
      2. does not withdraw the changes or updates to the Agreement (or those of them that the Customer has requested in writing that JAVLN withdraw) prior to the changes or updates coming into effect:
         
         1. the Agreement or the relevant Services the Customer wishes to terminate (as applicable) will terminate on the date specified by the Customer in its notice under clause 13.2 (provided that such date must be at least seven days, and not more than six months, following JAVLN's receipt of that notice) or, if the Customer does not specify a date of termination, on the day immediately prior to the changes or updates coming into effect; and
         2. JAVLN will then provide the Customer a pro rata refund for any Service Fees previously paid in advance for the Services or those of them that have been terminated (as applicable), to the extent that such Service Fees relate to a period ending after the effective date of termination and/or relate to Services which have not been provided prior to the effective date of termination (as the case may be). JAVLN will not be required to provide a refund of any other Service Fees.
            
            
    • 13.4   Except as provided in clause 13.1, no amendment to the Agreement will be effective unless in writing and signed by each party.
      
      
    • 13.5   For the avoidance of doubt, JAVLN may also update (with immediate effect and without notifying the Customer) the Data Services Terms from time to time as necessary to record the current list of Data Services which JAVLN offers at that time. Any such update will not have the effect of amending the Agreement. A Data Service may only be removed from the scope of the Agreement as a Material Service Change in accordance with clauses 3.4 and 3.5 or by terminating the Data Service in accordance with the Agreement.
14. Governing Law and Jurisdiction
    
    • 14.1   The table appearing at the end of this clause 14 prescribes, based on the relevant JAVLN group company which is specified as the contracting party in the applicable Subscription Agreement (JAVLN Contracting Entity):
      
      
      
      
      1. the laws which will govern the Agreement and its construction (Governing Laws); and
      2. the courts which will have jurisdiction to adjudicate any dispute arising under or in connection with the Agreement (Governing Courts).
         
         
    • 14.2   The Agreement will be governed by and construed in accordance with the applicable Governing Laws, and the applicable Governing Courts will have exclusive jurisdiction to adjudicate any dispute under or in connection with the Agreement.

‍

15. Subcontracting and Assignment
    
    • 15.1   JAVLN may appoint subcontractors to perform the Services or any part of the Services. JAVLN will remain primarily responsible and liable to the Customer for the acts and omissions of JAVLN's subcontractors when providing services under the Agreement. JAVLN will ensure that each subcontractor is bound by obligations of confidentiality, security and privacy no less protective than those in clauses 8.1 to 8.5, and, in the case of an AI Provider, by an obligation not to use Customer Data to train, fine-tune or improve any model made available to any person other than the Customer.
    • 15.2   A party (Assignor) may assign or novate some or all of its rights and/or obligations under the Agreement to any third party (Assignee) which:
      1. is an Affiliate of the Assignor; and/or
      2. acquires all or any material part of the Assignor's business.
         If requested to do so by the other party, the Assignor must deliver to the other party a deed, duly executed by the Assignee, pursuant to which the Assignee covenants in favour of the other party to perform the obligations of the Assignor under the Agreement.
    • 15.3   Except as provided in clause 15.2, neither party may assign, novate or transfer any right or obligation under the Agreement without the prior written consent of the other party.
16. Miscellaneous
    
    • 16.1   Neither party will encourage, incite or otherwise permit any other person to commit any act or omission which, if committed by that party, would be a breach of the Agreement.
    • 16.2   Any notifications under the Agreement may be hand delivered, sent by post or sent by email.
    • 16.3   Except to the extent expressly provided otherwise in the Agreement, each party shall pay its own costs, charges and expenses incurred by that party in connection with negotiating, preparing and implementing the Agreement and the transactions contemplated by it.
    • 16.4   Any waiver by a party of any of its rights or remedies under the Agreement will be effective only if it is recorded in writing and signed by a duly authorised representative of that party. No waiver by a party of a breach of any provision of the Agreement shall constitute a waiver of any other breach of that or any other provision of the Agreement.
    • 16.5   A Subscription Agreement may be executed in any number of counterparts and all the counterparts when taken together will constitute one document. Each party may enter into a Subscription Agreement by executing a counterpart. A Subscription Agreement may be executed by an exchange of electronic copies and execution of the Subscription Agreement by that means is valid and sufficient execution. A party may execute a Subscription Agreement by applying an electronic or digital signature.
    • 16.6   The rights, powers and remedies provided in the Agreement are cumulative and are in addition to any rights, powers or remedies provided by law.
    • 16.7   Each party shall execute such further documents and perform and do such further acts as may be reasonably required in order to give effect to the provisions and intent of the Agreement.
    • 16.8   If any of the provisions (or part of any provision) of the Agreement is held to be illegal, void or invalid, the illegal, void or invalid provision (or relevant part of the provision) is deemed deleted or, to the maximum extent that it is possible to do so, the provision (or the relevant part of the provision) is to be read down so as to remove the illegality, voidness or invalidity.
17. Definitions and Interpretation
    
    • 17.1   In the Agreement, unless inconsistent with the context or otherwise specified:
      Affiliate means, in relation to a person (First Person), any other person which controls the First Person, is controlled by the First Person, or is controlled by another person who also controls the First Person. In this context control means having the power (whether directly or indirectly) to exercise, or control the exercise of, more than 50% of the voting securities of a person;
      Agreement has the meaning given to that term in clause 1.5;
      Agreement Date means the date the Agreement comes into effect in accordance with clause 1.5;
      Billing Commencement Date means the billing commencement date expressly specified in the applicable Subscription Agreement, or in the absence of this, the earlier of:
      
      1. the date on which the initial project kick-off meeting between JAVLN and the Customer occurs; and
      2. the date falling 30 days after the Agreement Date;
    • Confidential Information means:
      
      1. in relation to the Customer, the Customer Data;
      2. in relation to JAVLN, all information (other than Customer Data) relating to the Services and Documentation;
      3. information pertaining to the business, affairs, products, customers, suppliers or technology of a party, including customer lists, pricing information, business methods and financial records;
      4. information disclosed by one party to the other party which is labelled or identified as confidential;
      5. the terms of, and pricing included in, the applicable Subscription Agreement (which shall be deemed to be the Confidential Information of both parties),
         provided that Confidential Information does not include any information which is or becomes publicly available (other than through disclosure by a party in breach of clause 8);
    • CPI means:
      
      1. if the Customer is located in Australia, the consumer price index (all groups) (weighted average of eight capital cities) as published by the Australian Bureau of Statistics or its successor; or
      2. if the Customer is located in any other country (including New Zealand), the consumer price index (all groups) as published by Statistics New Zealand or its successor;
    • CPI Measurement Period means the period from:
      
      1. the end of the quarter prior to the last occasion on which JAVLN gave notice to increase the Relevant Service Fee under clause 6.9 (or, if JAVLN has not previously done so, prior to the Agreement Date); to
      2. the end of the most recent quarter for which CPI figures are available when JAVLN gives its notice to increase the Relevant Service Fee under clause 6.9;
    • Customer means you, the customer ordering the Services who has submitted or signed the applicable Subscription Agreement. Where an individual submits or signs the Subscription Agreement on behalf of a company or other organisation, the Customer is that company or organisation;
      Customer Items means documents, materials, software, Customer Data and other items provided or made available by the Customer to JAVLN under or in connection with the Agreement;
      Customer Data means data and information relating to the Customer (including its business, clients and products) which is uploaded by or on behalf of the Customer to any Underlying Systems or is otherwise provided to JAVLN by or on behalf of the Customer. Customer Data does not include any Licensed Data or Usage Data;
      Data Service means a Service (or part of a Service) involving the provision of access to data, information or reports sourced from a third party (referred to as a Data Supplier) or a Data Supplier's database;
      Data Services Terms has the meaning given to that term in clause 1.2;
      Data Supplier Systems means the systems, platforms, interfaces and databases used by Data Suppliers to supply or deliver Licensed Data;
      Documentation means the user documentation and manuals supplied by JAVLN in relation to a Service, as they may be updated by JAVLN from time to time;
      Force Majeure Event means an event or occurrence beyond the reasonable control of a party, including any war, terrorist attack, flood, earthquake, storm, fire, explosion, epidemic, pandemic, embargo, riot or civil disturbance or act of any government;
      Go Live Date means, for a SaaS Service or Data Service, the date on which the Customer commences live operational use of the SaaS Service or Data Service;
      Initial Subscription Term has the meaning given to that term in clause 12.2;
      Insolvency Event means, in relation to a party, to go into liquidation, to have a receiver, administrator or statutory manager appointed in respect of the party or any material part of its assets, or to make any assignment to, or enter into any arrangement for the benefit of, its creditors generally (other than for the purposes of a solvent restructuring which has previously been approved in writing by the other party);
      Intellectual Property means patents, copyright, registered designs, trade marks, service marks, trade secrets, know-how, rights in databases and domain names, and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for them, anywhere in the world;
      JAVLN means the relevant JAVLN group company which is the contracting party to the Agreement, which will be the company as specified in the applicable Subscription Agreement;
      Licensed Data means data, information and reports provided or made available to the Customer as part of or in connection with the provision of a Data Service;
      Losses means losses, damages, costs, expenses, penalties and liabilities;
      Maintenance and Support Services means the Services described in the Maintenance and Support Services Terms;
      Maintenance and Support Services Terms has the meaning given to that term in clause 1.2;
      Named User means a specific individual authorised to access a Service at any point in time. If interfaces to the system are required then a Named User must be specified for such interfaces;
      Normal Working Hours has the meaning given to that term in the Maintenance and Support Services Terms;
      OCR means, for any calendar month:
      
      1. if the Customer is located in Australia, the cash rate target set by the Reserve Bank of Australia which is in effect at 9:00am AEST on the first day of that month; or
      2. if the Customer is located in any other country (including New Zealand), the official cash rate set by the Reserve Bank of New Zealand which is in effect at 9:00am NZT on the first day of that month;
    • Personal Information means any information about an identifiable individual, including any personal information or personal data as defined under applicable Privacy Laws;
      PI Subject means an individual person to which Personal Information relates;
      Privacy Laws means any applicable laws, regulations and legally binding regarding the collection, use, storage, disclosure and/or processing of Personal Information in the relevant jurisdiction, including (where applicable) the Privacy Act 2020 (New Zealand) and the Privacy Act 1988 (Cth) (Australia);
      Privacy Policy means JAVLN's privacy policy available at https://www.javln.com/privacy-policy/;
      Related Services means, in relation to a SaaS Service or a Data Service (as the case may be), any Services to implement or set-up that SaaS Service or Data Service (to the extent these have not yet been provided when the relevant notice of termination is given) and any Maintenance and Support Services relating to that SaaS Service or Data Service;
      Relevant Service Fee has the meaning given to that term in clause 6.10;
      SaaS Service means a Service (or part of a Service) involving the provision of access to any software from JAVLN managed servers over the public internet;
      Service Fees means the fees payable by the Customer for the Services (including, where applicable, any minimum fees payable), as set out in the applicable Subscription Agreement or otherwise agreed by the parties in writing or proposed by JAVLN and approved by the Customer in writing, in each case as adjusted from time to time in accordance with the Agreement;
      Services has the meaning given to that term in clause 1.1;
      Subscription Agreement has the meaning given to that term in clause 1.3;
      Subscription Commencement Date has the meaning given to that term in clause 12.2;
      Subscription Term means the term of the Customer's subscription for a SaaS Service or Data Service, as detailed in clause 12.2;
      Third Party App means any third party product, system, solution, platform, software, website, database and/or application which is not an Underlying System and is not otherwise resold or made available by JAVLN as part of a Service;
      Third Party App Agreement means a contract, agreement or licence relating to the supply, provision and/or licensing of a Third Party App and/or any Third Party App Services which is entered into between the Customer and the applicable Third Party App Provider;
      Third Party App Provider means a third party provider or supplier of a Third Party App;
      Third Party App Services means any information, data, reports, outputs, services or products (including loans or other forms of insurance premium funding) which are supplied, delivered, advanced or provided by, through or via a Third Party App or Third Party App Provider;
      Underlying Systems means the systems, software, platforms, environments and servers used by JAVLN to provide the Services to the Customer;
      Usage Data has the meaning given to that term in clause 8.3(b); and
      Version means a particular version or release of any software which is made available by JAVLN from time to time under the Agreement as part of a SaaS Service or otherwise, including any major release (typically designated as a change to X under the X.Y.Z version numbering format), minor release (typically designated as a change to Y under the X.Y.Z version numbering format) or maintenance or patch release (typically designated as a change to Z under the X.Y.Z version numbering format).
    • 17.2   In the Agreement, unless inconsistent with the context or otherwise specified:
      1. a reference to a party is to JAVLN or the Customer, and includes the party’s successors and permitted assignees;
      2. a reference to a third party is a reference to any person who is neither a party nor an Affiliate of a party;
      3. where the word includes or including (or any similar expression) is used, it will be deemed to be followed by the words "(without limitation)";
      4. where the word process or processing is used in relation to any information or data, this will be deemed to refer to all use, collection, recording, storage, hosting, organisation, structuring, adaptation, alteration, deletion, erasure, disclosure, transmission, transfer and dissemination of the information or data, in each case whether by manual or automated means; and
      5. if there is any conflict or inconsistency between a term in these Terms of Service, a term in the Maintenance and Support Services Terms, a term in the Data Services Terms and/or a term in the applicable Subscription Agreement, the following order of precedence will apply:
         
         1. first, any special terms and conditions set out in the Subscription Agreement;
         2. second, these Terms of Service;
         3. third, the Data Services Terms;
         4. fourth, the Maintenance and Support Services Terms; and
         5. fifth, the Subscription Agreement (other than any special terms and conditions set out in the Subscription Agreement), such that the term appearing in the document appearing higher in the above list of documents will prevail.