Terms of Service

PLEASE READ CAREFULLY BEFORE ACCESSING ANY SERVICES OR ANY SOFTWARE.

IMPORTANT NOTICE TO ALL USERS:

(A) YOUR ATTENTION IS DRAWN TO CLAUSE 10 WHICH CONTAINS LIMITATIONS ON AND EXCLUSIONS OF OUR LIABILITY.

(B) BY CLICKING ON THE “ACCEPT” BUTTON PRESENTED WITH THIS LICENCE, YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 10.

(C) IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT CLICK ON THE “ACCEPT” BUTTON PRESENTED WITH THIS LICENCE AND YOU MAY NOT DOWNLOAD, STREAM OR ACCESS THESE SERVICES, SOFTWARE OR DOCUMENTS.

This licence agreement (Licence) is a legal agreement between you (you) and SYNVU LIMITED (trading as ENFORZA) of 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (Enforza, us or we) for the provision of:

• the Enforza Platform; and
• the Support Services (as defined below) relating to the Enforza Platform.

We license use of the Enforza Platform and Documents to you on the basis of this Licence. We do not sell the Enforza Platform or Documents to you. We, or our licensors, remain the owners of the Enforza Platform and Documents at all times.

You should print a copy of this Licence for future reference.

Additional Terms

In addition to this Licence, the following terms will also apply in relation to the Enforza Platform, the Support Services and the Documents:

• Privacy Policy at: enforza.io/privacy-policy

1. Defined Terms

1.1 The following defined terms are used in this Licence:

Authorised Users means the employees, agents and independent contractors of you, your subsidiaries and affiliates, who you authorise to use the Services, the Enforza Platform and the Documents;

Documents means the documents made available to you by us online via https://enforza.io or such other web address notified by us to you from time to time which set the Specification and the user instructions for the Enforza Platform, as the same are updated from time to time.

Device means the device on which the Enforza Agent is installed in accordance with clause 2.4;

Device Limit means the number of Devices set out in the Order;

Download Period has the meaning given to it in clause 11.4.2;

Enforza Agent means the software as further described in the Specification and as updated by Enforza from time to time;

Enforza Platform means the firewall management platform (including Enforza Agent) as further described in the Specification and as updated by Enforza from time to time;

Features means the features available in accordance with the relevant Subscription;

Features Limit means the total number of Features enabled as set out in the relevant Subscription;

Intellectual Property Rights means patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software (including without limitation to object code and source code, 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;

Liable means every liability arising out of or in connection with this Licence including but not limited to liability arising in contract, tort (including negligence), misrepresentation, restitution or otherwise howsoever arising and “Liability” and “Liabilities” shall be construed accordingly;

Licensee Data means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Services, the Enforza Platform or the Documents and any data generated by, or derived from your use of the Services, the Enforza Platform or the Documents, whether hosted or stored within the Enforza Platform (including all data relating to your firewall (including any configuration data));

Open-Source Software means any software programs which are licensed under any form of open-source licence meeting the Open Source Initiative’s open source definition from time to time;

Order means your order for Products and/or Services through our website or other such means as we may permit from time to time;

Platform Dependencies means any dependencies set out at: https://portal.enforza.io/dependencies.md

Services means the provision of the Enforza Platform and the Support Services;

Service Credits means the service credits set out in the Service Level Agreement;

Service Level Agreement means the service level agreement as set out at https://portal.enforza.io/sla.pdf and as updated from time to time;

Specification means the description set out at: https://portal.enforza.io/dependencies.md as the same is updated from time to time;

Support Services means the support services provided in relation to the Services by or on behalf of Enforza to you which are described at in the Service Level Agreement;

Subscription means the subscription chosen by you when purchasing the Enforza Platform as set out more specifically in the Order;

Subscription Fee means as set out in the Order;

Subscription Limit means the Device Limit, the Features Limit and any other limits or restrictions as set out in the Order and/or as set out in the Specification from time to time (including the number of User Subscriptions);

Subscription Term has the meaning given to it in clause 2.1;

User Subscriptions means the user subscriptions purchased by you, or on your behalf, from Enforza which entitle Authorised Users to access and use the Enforza Platform, the Support Services and the Documents in accordance with this Licence;

Viruses means 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;

Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2–1.11 General Interpretation

1.2 Clause, and paragraph headings shall not affect the interpretation of this Licence.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedules form part of this Licence and shall have effect as if set out in full in the body of this Licence. Any reference to this Licence includes the Schedules.

1.5 A reference to:

• a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
• legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time;
• legislation or a legislative provision shall include all subordinate legislation made from time to time;
• writing or written includes email;
• this Licence or to any other agreement or document referred to in this Licence is a reference of this Licence or such other agreement or document, in each case as varied from time to time.

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

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 This Licence shall be binding on, and enure to the benefit of, the parties to this Licence and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10 References to clauses and Schedules are to the clauses and Schedules of this Licence and references to paragraphs are to paragraphs of the relevant Schedule.

1.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Subscriptions & Licence

2.1 Term

This Licence shall commence on the Commencement Date and continue indefinitely (the Subscription Term), unless and until either party terminates this Licence in accordance with its terms.

2.2 Grant of Licence

In consideration of payment by you of the Subscription Fee and you agreeing to abide by the terms of this Licence, we grant to you during the Subscription Term a limited, non-exclusive, non-transferable, revocable licence, to access and use the Enforza Platform and the Documents in the UK on the terms of this Licence, for your internal business operations.

2.3 Sub-licensing Rights

You have the right to grant to your customers a sub-licence of clause 2.2, provided that:

• you shall ensure that the terms of any sub-licence are in writing and are substantially the same as the terms of this Licence (except that the sub-licensee shall not have the right to sub-license its rights) and you shall provide Enforza with a copy of the sub-licence on request;
• all sub-licences granted shall terminate automatically on termination or expiry of this Licence; and
• you shall be liable for all acts and omissions of any sub-licensee and shall indemnify Enforza against all costs, expenses, claims, loss or damage incurred or suffered by Enforza, or for which Enforza may become liable, (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill) arising out of any act or omission of any sub-licensee, including any claims relating to the sub-licensee’s use of the Enforza Platform.

2.4 Internal Use Only

Save as expressly set out in this Licence, we only supply the Enforza Platform, the Support Services and Documents for internal use by your business, and you agree not to resell or allow a third party to use the Enforza Platform, the Support Services and Documents.

2.5 Installation Requirements

In order to use the Enforza Platform, you must download the Enforza Agent and install the same on your Device in accordance with the Device Limit and the instructions provided by Enforza to you from time to time.

2.6 Your Obligations

You shall:

• provide Enforza with all co-operation and access to such information to the extent required to provide the Enforza Platform, the Support Services and Documents including Licensee Data, security access information and configuration services:
• comply with all applicable laws and regulations with respect to your activities under this Licence; and
• ensure that your network and systems comply with the relevant specifications provided by Enforza from time to time.

2.7 Data Responsibility

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

2.8 Data Usage Licence

You hereby license us to use the Licensee Data for the duration of this Licence (including the Download Period):

• the proper performance of the Services, including the provision of the Enforza Platform and the Documents;
• the purposes set out in our Privacy Notice as described in condition 9;
• in an anonymous and aggregated form to improve the Enforza Platform and/or the Support Services; and
• all other purposes relevant to the proper exercise of our rights and obligations under this Licence.

2.9 Usage Restrictions

You undertake that:

• you shall not and shall procure that any Authorised Users shall not install the Enforza Agent on any Devices in excess of the Device Limit;
• you shall and shall procure that any Authorised Users shall comply with all Subscription Limits;
• unless expressly agreed in writing with Enforza, you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services, the Enforza Platform and/or Documents;
• you shall permit Enforza or Enforza’s designated auditor to audit the Services to verify that your use of the Enforza Platform (including your compliance with the Subscription Limits), the Support Services and the Documents does not exceed the total number of User Subscriptions purchased. This audit may take place physically on the Licensee’s premises, or remotely, at Enforza’s option, and Enforza may deploy reasonable online audit tools via the Services for these purposes;
• you shall supervise and control use of the Enforza Platform, the Support Services and the Documents and ensure they are used by the Authorised Users only in accordance with the terms of this Licence; and
• you shall comply with all applicable technology control or export laws and regulations.

2.10 Support Services

We shall provide the Support Services to you with reasonable skill and care.

2.11 Platform Warranty

We warrant to you that we will use reasonable endeavours to ensure that the Enforza Platform complies in all material respects with the Specification.

3. Restrictions

3.1 General Restrictions

Except as expressly set out in this Licence or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Enforza Platform, the Services and/or Documents (as applicable) in any form or media or by any means; or
• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Enforza Platform or the Services;
• access all or any part of the Services, the Enforza Platform or Documents to build a product or service which competes with the Services, the Enforza Platform or the Documents;
• use the Services, the Enforza Platform or Documents to provide services to third parties;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Enforza Platform or Documents available to any third party except the Authorised Users; or
• attempt to obtain, or assist third parties in obtaining, access to the Services, the Enforza Platform or Documents, other than as provided under this Licence.

3.2 Content Restrictions

You shall not use the Services to:

• distribute or transmit to Enforza any Viruses or Vulnerability and shall implement procedures in line with good industry practice to prevent such distribution or transmission;
• store, access, publish, disseminate, distribute or transmit any material which:
  • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • facilitates illegal activity;
  • depicts sexually explicit images;
  • promotes unlawful violence;
  • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  • is otherwise illegal or causes damage or injury to any person or property,

3.3 Breach Consequences

If you are in breach of this clause 3, we reserve the right to disable your access to the Services, the Enforza Platform and/or Documents without providing any notice to you for the duration of time that such breach remains unremedied.

4. Subscription Fee and Payment

4.1 Payment Obligation

You shall pay the Subscription Fees to Enforza for the Subscription in accordance with this clause 4.

4.2 Billing Schedule

The Subscription Fee for your chosen Subscription will be charged to the payment method provided when you set up your account on a monthly basis on the specific payment date as set out on the “Account” page.

4.3 Late Payment

If we have not received payment within 2 days after the due date, and without prejudice to any other rights and remedies that Enforza may have:

• Enforza may, on no less than 2 days’ notice to you and without Liability to you, disable your password, account and access to all or part of the Services and Enforza shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
• interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.4 Fee Terms

All amounts and fees stated or referred to this Licence (including the Subscription Fee):

• shall be payable in the currency specified in your Order;
• are, non-cancellable and non-refundable; and
• are exclusive of value added tax.

4.5 Overage Charges

If any time whilst using the Services, you exceed the Subscription Limits, Enforza shall charge you and you shall pay, the amount equal to the amount that Enforza would have received by you, had you purchased Subscriptions in line with the excess use.

4.6 Fee Increases

Enforza shall be entitled to increase the Subscription Fees at any time upon 30 days’ prior notice to you.

5. Changing Your Subscription

5.1 Subscription Changes

During your Subscription Term and subject to Enforza’s express agreement in advance, you may upgrade or downgrade your Subscription in accordance with the Subscription plans made available by Enforza from time to time.

5.2 Change Process

In the event that you wish to change your Subscription you shall notify us in advance and if we accept your request to change your Subscription, we will notify you advising of the change to your Subscription (including any changes to your Subscription Fee) and at your next payment date and thereafter, the Subscription Fee payable by you shall reflect the change made to your Subscription.

6. Licensee Responsibilities

6.1 Your Responsibilities

You acknowledge and agree that you are solely responsible for:

• the protection and management of the underlying infrastructure where your firewall is deployed (including all hardware, software, operating systems and network configurations);
• ensuring that your network and systems comply with the relevant specifications provided by Enforza from time to time, including the installation, configuration and maintenance of any Platform Dependencies;
• the management, security, and availability of any logs, data, or information stored locally on the firewalls (including ensuring that appropriate storage volumes are provisioned, considering that log storage needs are proportional to the bandwidth and number of traffic flows through the firewall);
• ensuring that the hardware or virtual environment hosting your firewall is appropriately sized to handle the expected load. You acknowledge that the overall performance the Enforza Platform, including packet filtering and FQDN filtering capabilities, is closely linked to the performance of the hardware and/or virtual environment and Enforza shall not be Liable for poor performance, unexpected behavior, or any other issues resulting from insufficient resources or incorrect hardware sizing;
• ensuring that your software, including the operating system, firmware, and third-party applications, is regularly updated and patched to maintain security and functionality. Enforza shall not be Liable or responsible for such updates or patches (including any failure to carry out the same);
• configuring and managing your firewall rules and policies (including ensuring that the firewall is configured correctly to meet your organization’s security requirements. Any misconfiguration is your responsibility, and Enforza shall not be Liable for any loss or damage arising from incorrect configurations;
• defining and maintaining security policies on your firewalls (including ensuring that policies are correctly applied and that they meet your organization’s security requirements);
• the secure management of firewall configurations, ensuring that they are properly applied and maintained to meet their security needs.
• for implementing and maintaining backups of firewall configurations and ensuring that they can be restored in case of an issue;
• arranging any penetration testing in relation to your own firewall and for the remediation of any issues identified through such testing. Enforza does not conduct penetration testing as part of its services;
• managing the performance, interaction, and compatibility of other software installed on their devices. Enforza is not responsible for the performance or compatibility issues of other software applications.

7. Intellectual Property Rights

7.1 Ownership

You acknowledge that all Intellectual Property Rights in the Enforza Platform, the Support Services and the Documents anywhere in the world belong to us or our licensors, that rights in the Enforza Platform, the Support Services and the Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services, the Enforza Platform or the Documents other than the right to use them in accordance with the terms of this Licence. Insofar as such Intellectual Property Rights do not automatically by operational of law, vest in Enforza, you hereby assign such Intellectual Property Rights with full title guarantee (free from encumbrances and charges) to us.

7.2 Licensee Data Rights

You will retain the Intellectual Property Rights in and to the Licensee Data and you shall grant us a licence in accordance with clause 2.7.

7.3 Assignment Obligations

You undertake, at the expense of Enforza, at any time, to execute all documents, make all applications, give all assistance and do all acts and things as may be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of Enforza.

7.4 Source Code Access

You acknowledge that you have no right to have access to any the Enforza Platform in source code form.

8. Open Source Software, Third Party Providers and APIs

8.1 Open Source Disclaimer

You acknowledge that any Open-Source Software provided by us is provided “as is” and expressly subject to the disclaimer at Clause 10.8.

8.2 Third Party Websites

You acknowledge that the Services and the Enforza Platform may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make 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 you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not Enforza. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

8.3 API Usage

Where we provide access to the Enforza Platform to you via an API, you warrant and undertake that:

• you will not introduce any Viruses and/or any other Vulnerabilities to the Enforza Platform and/or our systems and network; and
• you will comply with any authentication methods or specifications as notified to you by Enforza from time to time.

8.4 Security Incidents

In the event that you have introduced or suspect that you may have introduced any Virus and/or any other Vulnerability to the Enforza Platform and/or our systems and network, you shall notify Enforza immediately.

9. Confidentiality

9.1 Confidentiality Obligations

Each party undertakes that it shall not at any time during this Licence, and for a period of two years after termination or expiry of this Licence, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.

9.2 Permitted Disclosures

Each party may disclose the other party’s confidential information:

• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Licence. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 Purpose Limitation

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Licence.

10. Limitation of Liability

10.1 Selection Responsibility

You accept responsibility for the selection of the Services to achieve your intended results and acknowledge that the Enforza Platform, the Support Services and the Documents have not been developed or designed to meet or support any individual requirements you have.

10.2 Data Backup Responsibility

You accept that it is your responsibility to back up all Licensee Data and to create, maintain and operate appropriate back-up, business continuity and disaster recovery systems, policies, and procedures in accordance with good industry practice. Enforza shall not be responsible and disclaims all Liability of any kind in relation to these activities and/or the security of the Licensee Data and, subject to clause 10.7, shall not have any Liability in respect of any losses suffered by you arising out of or in connection with these activities and in no event does Enforza guarantee the security of your network or assets.

10.3 Firewall Configuration Responsibility

You accept responsibility for the configuration, security and/or capability of your firewall. Enforza shall not be responsible and disclaims all Liability of any kind in relation to the configuration, security and/or capability of your firewall and, subject to clause 10.7, shall not have any Liability in respect of any losses suffered by you arising out of or in connection with the foregoing.

10.4 Service Availability

We do not warrant that your use of the Services, the Enforza Platform and Documents will be uninterrupted or error free.

10.5 Excluded Losses

Subject to clause 10.7, we shall not in any circumstances whatever be Liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

• loss of profits;
• loss of sales;
• loss of business;
• loss of revenue;
• business interruption;
• loss of anticipated savings;
• wasted expenditure;
• loss or corruption of data or information;
• loss of business opportunity, goodwill or reputation,
• whether any of the losses set out in clause 10.5.1 to clause 10.5.9 (inclusive) are direct or indirect; or
• any special, indirect or consequential loss, damage, charges or expenses.

10.6 Liability Cap

Subject to clause 10.7, our maximum aggregate Liability under or in connection with this Licence each calendar year whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the greater of: (a) $5,000 (five thousand dollars)’ and (b) 100% of the Subscription Fee paid in the relevant calendar year.

10.7 Excluded Limitations

Nothing in this Licence shall limit or exclude our Liability for:

• death or personal injury resulting from our negligence;
• fraud or fraudulent misrepresentation; or
• any other Liability that cannot be excluded or limited by law.

10.8 “As Is” Provision

This Licence sets out the full extent of our obligations and Liabilities in respect of the supply of the Services, the Enforza Platform and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services, the Enforza Platform and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law; and the Services, the Enforza Platform and Documents are provided to you on an as is basis.

11. Termination

11.1 Termination for Convenience

Without affecting any other right or remedy available to it, either party may terminate this Licence for any reason by providing at least 30 days’ written notice provided that such notice expires at the end of the calendar month following the date upon which the notice is served.

11.2 Termination for Cause

Without affecting any other right or remedy available to it, we may terminate this Licence immediately by written notice to you if you:

• breach clause 2.8;
• fail to pay any amount due under this Licence and remain in default no less than 2 calendar days after being notified in writing to make such payment; or
• commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

11.3 Termination for Insolvency

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

• the other party 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 in this clause 11.3.1;
• the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or
• the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Licence is in jeopardy.

11.4 Consequences of Termination

On termination of this Licence for any reason:

• all rights granted to you under this Licence shall cease and you must immediately cease all activities authorised by this Licence, save as set out below in clause 11.4.3;
• you must immediately remove the Enforza Agent from your Devices;
• upon written request, Enforza shall grant read only access to the Enforza Platform to you solely for the purpose of exporting and/or downloading a copy of any Licensee Data for a period of 30 days following the date of termination (Download Period). Following the Download Period, your access to the Enforza Platform will automatically cease and you will be unable to download any Licensee Data; and
• you must immediately and permanently delete or disable interfaces to the Enforza Platform and the Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.

11.5 Survival

On termination or expiry of this Licence, the following clauses shall continue in force: 3 (Restrictions), 7 (Intellectual Property Rights), 8 (Third Party Providers and APIs), 9 (Confidentiality), 10 (Limitation of liability), 11.4 (Consequences of Termination), 12 (Communication between us), 12 (Communications between us), 14 (How we may use your personal information), 15 (Other Important Terms).

11.6 Accrued Rights

Termination or expiry of this Licence shall not affect any rights, remedies, obligations or Liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination or expiry.

12. Communications Between Us

12.1 Licence Updates

We may update the terms of this Licence at any time on 14 days’ notice to you (Change Notice Period). If you do not wish to accept the terms of the Licence (as varied) you must notify us of your non-acceptance of the terms of the Licence by emailing us at contact@enforza.io within the Change Notice Period. Upon receipt of the notice from you to us of your non-acceptance, the Licence shall immediately terminate. Your continued use of the Enforza Platform, the Support Services and the Documents following the deemed receipt and service of the notice under Condition 12.3 shall constitute your acceptance to the terms of this Licence, as varied.

12.2 Contact Methods

If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for the Services.

12.3 Notice Provisions

Any notice:

• given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
• given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

12.4 Proof of Service

In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

13. Events Outside Our Control

13.1 Force Majeure

We will not be Liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 13.2.

13.2 Definition

An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

13.3 Effect of Force Majeure

If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

• our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
• we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

13.4 Extended Force Majeure

If the Event Outside Our Control continues for 30 days, the unaffected party may terminate this Licence by giving 30 days’ written notice to the affected party.

14. How We May Use Your Personal Information

14.1 Privacy Notice

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Enforza Platform, the Support Services and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Policy (Privacy Notice) and it is important that you read that information.

14.2 Data Processing Agreement

The Data Processing Agreement available at enforza.io/data-processing-agreement forms part of these Terms and is incorporated into them by reference. To the extent the Data Processing Agreement concerns the processing of personal data that we process on your behalf, it prevails over these Terms in the event of any conflict.

15. Other Important Terms

15.1 Marketing Rights

You acknowledge and agree that we may set out that you are a customer of Enforza’s and use and include information about you (including your name, branding and logo) on our website and in any promotional or market material or announcement without your prior written consent.

15.2 Assignment

We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

15.3 Entire Agreement

This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter. You acknowledge that in entering into this Licence you do 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 Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

15.4 Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.5 Third Party Rights

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

15.6 Cumulative Rights

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.7 Severability

Each of the terms of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect.

15.8 Governing Law

This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

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Enforza is a product and trading name of Synvu Limited, a company registered in the UK (Company No. 15761962), with its registered office at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom. Questions about these terms can be sent to contact@enforza.io.