Subscription Terms and Conditions

These terms and conditions (these Terms), together with our Privacy Policy and our Cookies Policy apply to your purchase of the Subscription Services (as defined below). Please read these Terms carefully before purchasing Subscription Services.

By clicking “I Accept,” “Agree,” or a similar button when purchasing the Subscription Services, you agree to be bound by these Terms. If you do not agree to these Terms, you will not be able to proceed with your purchase.

Who we are and how to contact us
1. We are CITEAB LIMITED , a limited company incorporated and registered in England and Wales with company number 08530854 whose registered office and main trading address at 14 New Bond Street, Bath, United Kingdom BA1 1BE (referred to in these Terms as the Supplier ).
2. If you have any problems with the Subscription Services or need to contact us for any other reason you can do so by contacting hello@citeab.com
Interpretation
1. The definitions and rules of interpretation in this clause apply in this Agreement.
  Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Subscription Services and the Documentation.
  
  Business Day: a day other than a Saturday, Sunday or public holiday in England.
  Confidential Information: all information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located), including but not limited to any confidential or proprietary information relating to:
  1. the business, assets, finances, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of either party;
  2. the operations, processes, products or product information, know-how, technical information, designs, trade secrets, technical data or software of either party; or
  3. any other information of a confidential or proprietary nature not generally known to the public, whether of a technical, business, or other type, which could reasonably have been understood to be proprietary or confidential (including information marked as “Confidential”).
  Confirmation Email: the email sent to the Customer by the Supplier confirming the Customer’s purchase of the Subscription Services, the Trial Period, the Subscription Fees and any other relevant information.
  
  Customer: the person, organisation or other entity identified in the Confirmation Email.
  
  Customer Data: the data inputted by the Customer, Authorised Users or the Supplier on the Customer's behalf for the purpose of using the Subscription Services or facilitating the Customer's use of the Subscription Services.
  
  Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including: (i) the UK retained version of the General Data Protection Regulation (EU) 2016/679; (ii) the Data Protection Act 2018 and regulations made thereunder; and (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
  
  Documentation: the documents made available to the Customer by the Supplier from time to time which sets out a description of the Subscription Services and the user instructions for the Subscription Services.
  
  Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  
  Normal Business Hours: 8.00 am to 5.30 pm local UK time, each Business Day.
  
  Renewal Period: the period described as such in the Confirmation Email.
  
  Representatives: in relation to a party, means its employees, officers, contractors, subcontractors, representatives and advisers.
  
  Software: the online software applications provided by the Supplier as part of the Subscription Services.
  
  Start Date: the date identified in the Confirmation Email as the start date of this Agreement.
  
  Subscription Fees: the fees payable by the Customer to the Supplier for the Subscription Services, as set out in the Confirmation Email.
  
  Subscription Services: the subscription services provided by the Supplier to the Customer under this Agreement via the Supplier’s website, as more particularly described in the Documentation.
  
  Term: has the meaning given in clause 16.1.
  
  Trial Period: the period of time specified as the trial period in the Confirmation Email.
  
  Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2. Clause headings shall not affect the interpretation of this Agreement.
3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
4. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made under that statute or statutory provision from time to time.
5. A reference to writing or written includes email.
6. If there are any conflicts or inconsistencies between these terms and conditions and the Confirmation Email, these terms and conditions shall prevail, unless the inconsistent or conflicting terms in the Confirmation Email are specifically expressed as being “Special Terms”, in which case such “Special Terms” will prevail.
The Agreement
1. The Agreement shall take effect and become legally binding on the parties only when:
  1. the Customer has ordered and paid for the Subscription Services; and
  2. the Supplier issues a Confirmation Email to the Customer.
2. These Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Licence and restrictions
1. In consideration for the Customer purchasing the Subscription Services and complying with the restrictions set out in this clause 4 and the other terms and conditions of this Agreement, the Supplier grants to the Customer a limited, non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Subscription Services and the Documentation during the Term solely for the Customer's business operations (which includes copying details of individual products or search results for the Customer’s internal use only).
2. In relation to the Authorised Users, the Customer undertakes that:
  1. it will ensure that each individual Authorised User has a separate account for using the Subscription Services; and
  2. each Authorised User shall keep a secure password for their use of the Subscription Services and Documentation and shall keep that password confidential.
3. The Customer and the Authorised Users shall not access, store, distribute or transmit any Viruses, or any material during the course of their use of the Subscription Services that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. is otherwise illegal or causes damage or injury to any person or property;
  and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that, in the Supplier’s reasonable opinion, breaches the provisions of this clause 4.3.
4. The Customer and the Authorised Users shall not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
  2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
  3. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  4. access all or any part of the Subscription Services and Documentation in order to build a product or service which competes with the Subscription Services and/or the Documentation; or
  5. use the Subscription Services and/or Documentation to provide services to third parties; or
  6. subject to clause 18.6, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Documentation available to any third party except the Authorised Users, or
  7. attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Documentation, other than as provided under this clause 4.
5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify the Supplier.
Subscription Services
1. The Supplier shall, during the Term, provide the Subscription Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
2. The Supplier shall use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for:
  1. planned maintenance which shall be carried out during the nominated maintenance window which shall be notified to the Customer; and
  2. unscheduled or emergency maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
Customer Data
1. The Customer shall own all rights, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
2. The Supplier shall take regular backups of the Customer Data to protect against data loss, corruption or other damage and shall maintain those backups for 7 days.
3. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4. On termination of this Agreement, the Supplier may destroy or otherwise dispose of any Customer Data in its possession unless the Supplier receives, no later than 10 days after the effective date of termination of this Agreement, a written request for the delivery to the Customer of the then most recent archive of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the archive to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Subscription Fees outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data.

Data protection

For the purposes of this clause 7, the terms controller, data subject, personal data, personal data breach, processor and processing , shall have the meaning given to them in the Data Protection Legislation.
Each party will comply with all applicable requirements of the Data Protection Legislation. The obligations set out in this clause 7 are in addition to, and do not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
The parties acknowledge that, for the purposes of the Data Protection Legislation, in so far as the processing of personal data is concerned, the Customer is the controller and the Supplier is the processor.
Without prejudice to clause 7.2, the Customer shall ensure that it has all necessary consents and notices in place to enable lawful transfer of personal data to the Supplier for the duration and purposes of this Agreement.

Without prejudice to clause 7.2, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this Agreement:

process that personal data only on the documented written instructions of the Customer provided to the Supplier from time to time. The Customer acknowledges that the scope, nature, purpose and duration of the processing and the Customer personal data categories and data subject types are described in the table below:

Scope of processing:	The Supplier shall be processing personal data received from the Customer for the purpose of providing the Subscription Services to the Customer under this Agreement.
Purpose of processing:	Provision of the Subscription Services to the Customer.
Duration of processing:	The Term.
Types of personal data:	First name, last name, job title, work related contact information.
Categories of data subject:	Employees, representatives or other staff of the Customer.

ensure that it has in place appropriate technical or organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss, damage to or destruction of, the personal data which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
ensure that all Supplier personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
not transfer personal data outside the UK unless the following conditions are fulfilled:
1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
2. the data subject has enforceable rights and effective legal remedies;
3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
4. the Supplier secures written consent from the Customer and complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
assist the Customer, at the Customer’s cost, in responding to any data subject access request and in ensuring the Customer’s compliance its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or other regulators;
notify the Customer without undue delay on becoming aware of a personal data breach;
at the written request of the Customer, delete or return to the Customer all Customer personal data on termination of the Agreement, unless the Supplier is required by Applicable Law to continue to store that Customer personal data (and for these purposes the term “delete” shall mean to put such data beyond use);
maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Legislation and the obligations set out in this clause 7; and
immediately inform the Customer if, in the Supplier’s opinion, an instruction infringes the Data Protection Legislation.

The Customer acknowledges and consents generally to the Supplier appointing third party processors of personal data under this Agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 7.

Third party providers The Customer acknowledges that the Subscription Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Subscription Services.
Supplier's obligations
1. The Supplier undertakes that the Subscription Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
2. The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Subscription Services contrary to the Supplier's instructions, or modification or alteration of the Subscription Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Subscription Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out at clause 9.1.
3. The Supplier:
  1. does not warrant that:
    1. the Customer's use of the Subscription Services will be uninterrupted or error-free; or
    2. that the Subscription Services, Documentation and/or the information obtained by the Customer through the Subscription Services will meet the Customer's requirements; or
    3. the Software or the Subscription Services will be free from Viruses.
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Subscription Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
5. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
Customer's obligations
1. The Customer shall:
  1. co-operate with the Supplier in all matters relating to the Subscription Services;
  2. comply with all applicable laws and regulations with respect to its activities under this Agreement;
  3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
  4. ensure that the Authorised Users use the Subscription Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
  5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Subscription Services;
  6. ensure that its network and systems comply with any relevant specifications provided by the Supplier from time to time; and
  7. be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
Subscription Fees and payment
1. The Customer shall pay the Subscription Fees to the Supplier in accordance with this clause 11 and the Confirmation Email.
2. If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
  1. the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Subscription Services and the Supplier shall be under no obligation to provide any or all of the Subscription Services while the invoice(s) concerned remain unpaid; and
  2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
3. All amounts and fees stated or referred to in this Agreement:
  1. are non-cancellable and non-refundable; and
  2. are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
4. The Supplier shall be entitled to increase the Subscription Fees at the start of each Renewal Period.
Proprietary rights
1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights and any other proprietary rights in the Subscription Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights, any other proprietary rights or any other rights or licences in respect of the Subscription Services or the Documentation.
2. The Supplier confirms that it has all the rights in relation to the Subscription Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
Confidentiality
1. The parties agree that the Customer Data shall constitute the Customer’s Confidential Information.
2. The provisions of this clause shall not apply to any Confidential Information that:
  1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
  2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
  3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
  4. the parties agree in writing is not confidential or may be disclosed.
3. Each party shall keep the other party's Confidential Information secret and confidential and shall not:
  1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or
  2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this 3.
4. A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
  1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure;
  2. it ensures that those Representatives have entered into enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this Agreement are upon the parties; and
  3. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
5. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
6. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this Agreement.
7. On termination of this Agreement, each party shall:
  1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
  2. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
  3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 16 (Termination).
8. Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
9. The above provisions of this clause 13 shall continue to apply after termination of this Agreement.
Indemnity
1. The Supplier shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of any claim by a third party that the Customer's use of the Subscription Services or Documentation in accordance with this Agreement infringes that third party’s Intellectual Property Rights:
  1. the Supplier is given prompt notice of any such claim;
  2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
  3. the Supplier is given sole authority to defend or settle the claim.
2. In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Subscription Services, replace or modify the Subscription Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
3. In no event shall the Supplier be liable to the Customer to the extent that the alleged infringement is based on:
  1. a modification of the Subscription Services or Documentation by anyone other than the Supplier; or
  2. the Customer's use of the Subscription Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
  3. the Customer's use of the Subscription Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
4. The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Rights of a third party.
Limitation of liability
1. Except as expressly and specifically provided in this Agreement:
  1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
  2. the Subscription Services and the Documentation are provided to the Customer on an "as is" basis.
2. Nothing in this Agreement limits or excludes the liability of either party for:
  1. death or personal injury caused by the Supplier's negligence; or
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which may not be excluded by law.
3. Subject to clauses 15.1 and 15.2:
  1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
  2. the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 14.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.
Term and termination
1. This Agreement shall, unless otherwise terminated as provided in this clause 16, commence on the Start Date, shall continue for the Trial Period and, thereafter, shall be automatically renewed for successive Renewal Periods, unless:
  1. either party notifies the other party of termination, in writing, at least 1 day before the end of the Trial Period or (i) where the Renewal Period is 12 months at least 30 days before the end of any Renewal Period (as applicable), or (ii) where the Renewal Period is 1 month before the end of any Renewal Period (as applicable), in which case this Agreement shall terminate upon the expiry of the Trial Period or the relevant Renewal Period; or
  2. otherwise terminated in accordance with the provisions of this Agreement;
  and the Trial Period together with any subsequent Renewal Periods shall constitute the Term.
2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
  1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
  2. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  3. takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed the above; or
  4. suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
3. On termination of this Agreement for any reason:
  1. all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Subscription Services and/or the Documentation;
  2. 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; and
  3. 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.
4. Termination of this Agreement shall not affect 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.
5. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
Force majeure
1. Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.
General
1. Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
2. Waiver: A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
3. Rights and remedies: Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
4. Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
5. Entire agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
6. Assignment: The Customer shall not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
7. No partnership or agency: Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
8. Third party rights: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
9. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
10. Notices:
  1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to the following email addresses (or an address substituted in writing by the party to be served):
    1. Supplier: hello@citeab.com
    2. Customer: the email address provided by the Customer and to which the Confirmatory Email was sent (or such other email address as is notified to the Supplier by the Customer in writing).
  2. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume
  3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11. Governing law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
12. 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 this Agreement or its subject matter or formation (including non-contractual disputes or claims).

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