1.1 The definitions and rules of interpretation in this clause apply to these Terms and Conditions.
1.2 In these Terms and Conditions, unless clearly inconsistent with or otherwise indicated by the context:
1.2.1 “Affiliate” means, with respect to any entity: (i) any other entity Controlled, directly or indirectly, by the entity or any entity that Controls, directly or indirectly, the entity; or (ii) any entity, directly or indirectly, under common Control with the entity;
1.2.2 “Applicable Laws” means all national, provincial, local and municipal legislation, regulations, statutes, by-laws, consents and/or other laws of any relevant governmental authority and any other instrument having the force of law as may be issued and in force from time to time relating to or connected with a party’s activities contemplated under these Terms and Conditions and related Order;
1.2.3 “Applicable Data Protection Laws” means:
(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Ramp is subject, which relates to the protection of personal data;
1.2.4 “Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Products and/or Services in accordance with the Product Schedules, as further described in clause 2.2.4;
1.2.5 “Business Day” mean a day other than a Saturday, Sunday or public holiday in the United Kingdom;
1.2.6 “Control” means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, or otherwise), and “Controlled” in the context of “Control” will be construed accordingly;
1.2.7 “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information;
1.2.8 “Customer” means the person or entity placing an Order for Products and/or Services;
1.2.9 “Customer Data” means the data inputted by the Customer or Authorised Users for the purpose of using the Products and/or Services or facilitating the Customer's use of the Products and/or Services;
1.2.10 “Customer Personal Data” means any personal data (as defined under UK GDPR) of Customer’s;
1.2.11 “EU GDPR” means the General Data Protection Regulation ((EU) 2016/679);
1.2.12 “Normal Business Hours” means 08h00 to 17h00 local UK time, each Business Day;
1.2.13 “Order” means an order for the purchase of Products and/or Services pursuant to these Terms and Conditions that has been validly executed by the Parties;
1.2.14 “Product/s” means the online software product applications provided by Ramp as part of the Services;
1.2.15 “Product Schedule” means the document describing the Products and applicable Services, the user instructions for the Products and Services, any related Service Levels which may apply and additional terms which may be relevant to the specific Product and/or Services and which are hereby incorporated by reference into these Terms and Conditions;
1.2.16 “Product Subscriptions” means the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Products and Services in accordance with these Terms and Conditions and applicable Product Schedules;
1.2.17 “Professional Services” means the specialised services provided by Ramp to Customer, as an add-on to the Products and Services, and as set out in the Professional Services Schedule (where applicable);
1.2.18 “Professional Services Schedule” means the document describing the Professional Services to be provided by Ramp to Customer and which is hereby incorporated by reference into these Terms and Conditions;
1.2.19 “Purpose” means the purposes for which the Customer Personal Data is processed, as set out in clause 5.5.1;
1.2.20 “Services” means the subscription services for the Products provided by Ramp to the Customer under these Terms and Conditions and relevant Order;
1.2.21 “Service Levels” means the performance standards applicable to the Products and/or Services as set out in the relevant Product Schedule;
1.2.22 “Subscription Fees” means the subscription fees payable by the Customer to Ramp for the Product Subscriptions, as set in the relevant Order;
1.2.23 “Subscription Start Date” means the date on which the Subscription Term commences as set out in the relevant Order;
1.2.24 “Subscription Term” means the term set out in the relevant Order;
1.2.25 “UK GDPR” has the meaning given to it in the Data Protection Act 2018;
1.2.26 “Virus” 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; and
1.2.27 “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 the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.3 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.
1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.1 Subject to the Customer purchasing the Product Subscriptions in accordance with clause 3 and clause 9.1, the restrictions set out in this clause 2, Ramp hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Products and Services in accordance with the Product Schedules during the Subscription Term solely for the Customer's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 the maximum number of Authorised Users that it authorises to access and use the Products and Services shall not exceed the number of Product Subscriptions it has purchased as set out in the relevant Order;
2.2.2 it will not allow or suffer any Product 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 Products and/or Services;
2.2.3 each Authorised User shall keep a secure password for their use of the Products and Services and each Authorised User shall keep their password confidential;
2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to Ramp within 5 Business Days of Ramp's written request at any time or times;
2.2.5 it shall permit Ramp or Ramp's designated auditor to audit the Products and/or Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with these Terms and Conditions. Each such audit may be conducted no more than once per quarter, at Ramp's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Ramp's other rights, the Customer shall promptly disable such passwords and Ramp shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Subscription Fees to Ramp, then without prejudice to Ramp's other rights, the Customer shall pay to Ramp an amount equal to such underpayment, as calculated in accordance with the prices set out in the relevant Order, and any reasonable costs of the audit within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Products and/or Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or facilitates illegal activity;
2.3.2 depicts sexually explicit images, promotes violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.3 is otherwise illegal or causes damage or injury to any person or property;
and Ramp reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
2.4.1 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 these Terms and Conditions:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Products in any form or media or by any means;
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Products;
(c) access all or any part of the Products, Services and/or Product Schedules in order to build a product or service which competes with the Products or Services;
(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products and/or Services available to any third party except the Authorised Users,
(e) attempt to obtain, or assist third parties in obtaining, access to the Products and/or Services, other than as provided under this clause 2; or
(f) introduce, or permit the introduction of, any Virus or Vulnerability into Ramp's network and information systems.
2.5 Customer will be solely responsible, and disclaims Ramp’s responsibility for, any acquisition, implementation, support or maintenance of third-party products or services purchased by Customer that may interoperate with the Products and/or Services.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and/or Services and, in the event of any such unauthorised access or use, promptly notify Ramp.
2.7 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer. Customer's Affiliates may, upon executing a new Order, and agreeing to be bound by the provisions of these Terms and Conditions as if they were an original party, use the Products and/or Services.
3.1 Subject to clause 2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional Product Subscriptions in excess of the number set out in the relevant Order and Ramp shall grant access to the Products and Services to such additional Authorised Users in accordance with the provisions of these Terms and Conditions.
3.2 If the Customer wishes to purchase additional Product Subscriptions, the Customer shall notify Ramp in writing. Ramp shall evaluate such request for additional Product Subscriptions and respond to the Customer with approval or rejection of the request. Where Ramp approves the request, Ramp shall activate the additional Product Subscriptions within 10 days of its approval of the Customer's request.
3.3 If Ramp approves the Customer's request to purchase additional Product Subscriptions, the Customer shall, within 30 days of the date of Ramp's invoice, pay to Ramp the relevant fees for such additional Product Subscriptions.
4.1 Ramp shall, during the Subscription Term, provide the Products and/or Services to the Customer subject to these Terms and Conditions and the applicable Product Schedules.
4.2 Ramp shall use commercially reasonable endeavours to ensure the Products and Services are available in accordance with the relevant Service Levels except for:
4.2.1 planned maintenance on reasonable notice to Customer; and
4.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that Ramp has used reasonable endeavours to give the Customer at least three Normal Business Hours' notice in advance.
4.3 If Customer purchases Professional Services, such Professional Services will be provided in accordance with the Professional Services Addendum and specified in the relevant Order.
5.1 For the purposes of this clause 5, the terms “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the meaning given to them in the UK GDPR.
5.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
5.3 Each party acknowledges that it is an independent data controller in respect of the personal data of the other party’s personnel that it receives and processes to maintain its business relationship with the other party in connection with the Order. In relation to such personal data, each party shall: (i) comply with Applicable Data Protection Law in its processing of such data; and (ii) only process such personal data for the purposes of the Order, to comply with Applicable Law, or, where permitted by Applicable Data Protection Law, to provide the other party with information about its products and services.
5.4 Notwithstanding any other provision of these Terms and Conditions, Customer hereby undertakes not to provide to Ramp any Customer Personal Data which has not been subject to a process of pseudonymisation before transmission to Ramp. However, with respect to all other data processing carried out in connection with any Order, Customer, acting as controller, hereby appoints Ramp for the Subscription Term set out in the relevant Order as its processor. Where applicable/necessary, the details of such personal data processing (namely, the purpose(s), duration, subject-matter and nature of such processing as well as the types of personal data processed by Ramp as Customer’s processor and the categories of data subjects to whom such personal data relate) will be set out in the relevant Order.
5.5 Ramp shall, in relation to Customer Personal Data:
5.5.1 process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data solely for the purposes set out the Order, unless Ramp is required by Applicable Law to otherwise process that Customer Personal Data. Where Ramp is relying on Applicable Law as the basis for processing Customer Processor Data, Ramp shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Ramp from so notifying the Customer on important grounds of public interest. Ramp shall inform the Customer if, in the opinion of Ramp, the instructions of the Customer infringe Applicable Data Protection Law;
5.5.2 implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms 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;
5.5.3 ensure that any personnel engaged and authorised by Ramp to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
5.5.4 assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Ramp), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring Ramp’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5.5.5 notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
5.5.6 at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless Ramp is required by Applicable Law to continue to process that Customer Personal Data;
5.5.7 without affecting its other obligations under these Terms and Conditions, comply with all Applicable Laws and regulations with respect to its activities under these Terms and Conditions; and
5.5.8 maintain records to demonstrate its compliance with this clause 5.
5.6 The Customer hereby provides its prior, general authorisation for Ramp to:
5.6.1 appoint processors to process the Customer Personal Data, provided that Ramp:
(a) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Ramp in this clause 5;
(b) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Ramp; and
(c) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes; and
5.6.2 transfer Customer Personal Data outside of the UK as required for the Purpose, provided that Ramp shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Ramp, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
7.1 Ramp undertakes that the Products will be provided and the Services will be performed substantially in accordance with the Product Schedules and with reasonable skill and care.
7.2 The undertaking at clause 1 shall not apply to the extent of any non-conformance which is caused by use of the Products and/or Services contrary to Ramp's instructions, or modification or alteration of the Products and/or Services by any party other than Ramp or Ramp's duly authorised contractors or agents.
7.3.1 does not warrant that:
(a) the Customer's use of the Products and Services will be uninterrupted or error-free;
(b) that the Products, Services and/or the information obtained by the Customer through the use thereof will meet the Customer's requirements; or
(c) the Products or the Services will be free from Vulnerabilities or Viruses.
7.3.2 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 Products and/or Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4 These Terms and Conditions shall not prevent Ramp 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 these Terms and Conditions or any Order.
7.5 Ramp shall follow industry-standard archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, Ramp shall use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Ramp in accordance with the archiving procedure. Ramp shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, unless such third party is under the direction of Ramp.
8.1 The Customer shall:
8.1.1 provide Ramp with:
(a) all reasonably necessary co-operation in relation to these Terms and Conditions and relevant Order; and
(b) all reasonably necessary access to such information as may be required by Ramp;
in order to provide the Products and/or Services, including but not limited to Customer Data, security access information and configuration services;
8.1.2 without affecting its other obligations under these Terms and Conditions, comply with all Applicable Laws and regulations with respect to its activities under these Terms and Conditions;
8.1.3 carry out all other Customer responsibilities set out in these Terms and Conditions 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, Ramp may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.4 ensure that the Authorised Users use the Products and Services in accordance with these Terms and Conditions and shall be responsible for any Authorised User's breach of these Terms and Conditions;
8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Ramp, its contractors and agents to perform their obligations under these Terms and Conditions, including without limitation, the Productions and Services;
8.1.6 ensure that its network and systems comply with the relevant specifications provided by Ramp from time to time; and
8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Ramp'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.
8.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data (as such data is owned by the individual data subjects) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
9.1 The Customer shall pay the Subscription Fees to Ramp for the Product Subscriptions in accordance with this clause 9 and the relevant Order.
9.2 The Customer shall, prior to or on the Subscription Start Date, provide to Ramp valid, up-to-date and complete credit card details or approved purchase order information acceptable to Ramp and any other relevant valid, up-to-date and complete contact and billing details and the Customer shall pay each invoice within 30 days after the date of receipt of such invoice or as otherwise set out in the applicable Order.
9.3 If Ramp has not received payment by the due date, and without prejudice to any other rights and remedies of Ramp:
9.3.1 Ramp may, without liability to the Customer and on reasonable prior notice to Customer, disable the Customer's password, account and access to all or part of the Products and/or Services and Ramp shall be under no obligation to provide any or all of the Products and/or Services while the invoice(s) concerned remain unpaid; and
9.3.2 Ramp may charge interest on the overdue amount which will accrue at an annual rate of 4% above the base rate from time to time of the Bank of England, calculated from the due date up to the date of actual payment, whether before or after judgement. Such interest will accrue on a daily basis and be compounded annually.
9.4 All amounts and fees stated or referred to in the Order:
9.4.1 shall be payable in the currency set out in the Order;
9.4.2 are, subject to clause 13.3.2, non-cancellable and non-refundable;
9.4.3 are exclusive of value added tax, which shall be added to Ramp's invoice(s) at the appropriate rate, if applicable.
9.5 If, at any time whilst using the Products and/or Services, the Customer exceeds the amount of disk storage space specified in the Product Schedule, Ramp shall notify Customer and may charge the Customer, and the Customer shall pay, Ramp's then current excess data storage fees.
9.6 Ramp shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional Product Subscriptions purchased pursuant to clause 3 and/or the excess storage fees payable pursuant to clause 9.5 on the renewal of any Subscription Term.
9.7 Ramp may, at its option and in each calendar year, adjust any fees for inflation at a rate of UK RPI+2%.
10.1 The Customer acknowledges and agrees that Ramp and/or its licensors own all intellectual property rights in the Products, Services and Product Schedules. Except as expressly stated herein, these Terms and Conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Products, Services and Product Schedules.
10.2 Ramp confirms that it has all the rights in relation to the Products, Services and Product Schedules that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms and Conditions.
10.3 Ramp acknowledges that the Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms and Conditions. Except for Personal Data which will at all times remain Confidential Information, a party's Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms and Conditions.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms and Conditions.
11.4 Ramp may disclose the Customer’s Confidential Information to its officers, directors, employees, advisors, contractors, and auditors, in each case, only to the extent that such persons need to know the Confidential Information disclosed to them for the purpose of implementation of these Terms and Conditions. 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 and, where notice of disclosure is not prohibited and is given in accordance with this clause 4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The Customer acknowledges that details of the Products and Services, and the results of any performance tests of the Products and/or Services, constitute Ramp's Confidential Information.
11.6 Ramp acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7 No party shall make, or permit any person to make, any public announcement concerning these Terms and Conditions or any Order without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.8 The above provisions of this clause 11 shall survive termination of any Order, however arising.
12.1 The Customer shall defend, indemnify and hold harmless Ramp against third party claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's negligence, wilful misconduct, failure to comply with Applicable Law and/or Customer’s misuse of the Products and/or Services, provided that:
12.1.1 the Customer is given prompt notice of any such claim;
12.1.2 Ramp provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
12.1.3 the Customer is given sole authority to defend or settle the claim.
12.2 Subject to clause 4, Ramp shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Products and/or Services in accordance with these Terms and Conditions violates Applicable Law or infringes any copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for claims, actions, proceedings, losses, damages, and costs (including without limitation court costs and reasonable legal fees) provided that:
12.2.1 Ramp is given prompt notice of any such claim;
12.2.2 the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Ramp in the defence and settlement of such claim, at Ramp's expense; and
12.2.3 Ramp is given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, Ramp may procure the right for the Customer to continue using the Products and/or Services, replace or modify the Product and/or Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the relevant Order on 2 Business Days' notice to the Customer and refund Customer the pro rata portion of prepaid fees for the unused portion of the Products/Services.
12.4 In no event shall Ramp, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
12.4.1 a modification of the Products and/or Services by anyone other than Ramp; or
12.4.2 the Customer's use of the Products and/or Services in a manner contrary to the instructions set out in these Terms and Conditions, any Order, Schedule, or written documentation given to the Customer by Ramp; or
12.4.3 the Customer's use of the Products and/or Services after notice of the alleged or actual infringement from Ramp or any appropriate authority.
12.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Ramp's (including Ramp's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13.1 Except as expressly and specifically provided in these Terms and Conditions:
13.1.1 the Customer assumes sole responsibility for results obtained from the use of the Products and/or Services by the Customer, and for conclusions drawn from such use. Ramp shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Ramp by the Customer in connection with the Product and/or Services, or any actions taken by Ramp at the Customer's direction;
13.1.2 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 these Terms and Conditions; and
13.1.3 the Products and Services are provided to the Customer on an "as is" basis.
13.2 Nothing in these Terms and Conditions limits or excludes the liability of either party:
13.2.1 for death or personal injury caused by that party's negligence;
13.2.2 for wilful misconduct, fraud or fraudulent misrepresentation;
13.2.3 for breach of its confidentiality obligations; or
13.2.4 for any indemnity obligation provided by a party under these Terms and Conditions.
13.3 Subject to clause 1 and clause 13.2:
13.3.1 neither party shall be liable, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of, or in relation to, these Terms and Conditions, the provision/performance or contemplated provision/performance of the Products and/or Services, for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms and Conditions; and
13.3.2 Ramp’s total aggregate liability, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to, these Terms and Conditions, the provision/performance or contemplated provision/performance of the Products and/or Services, shall be limited to the total Subscription Fees paid for the Product Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13.4 Subject to clauses 1, 13.2 and clause 13.5, Customer’s total aggregate liability, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise, arising in connection with its obligations under these Terms and Conditions, shall be limited to the total Subscription Fees paid for the Product Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13.5 Nothing in these Terms and Conditions excludes the liability of either party for any breach, infringement or misappropriation of the other party’s intellectual property rights.
14.1 These Terms and Conditions shall, unless otherwise terminated as provided in this clause 14, commence on the Subscription Start Date and shall continue for the Subscription Term as set out in the relevant Order.
14.2 Without affecting any other right or remedy available to it, either party may terminate any Order with immediate effect by giving written notice to the other party if:
14.2.1 the other party fails to pay any amount due under these Terms and Conditions or any Order on the due date for payment and remains in default for more than 30 days after being notified in writing to make such payment;
14.2.2 the other party commits a material breach of any other term of these Terms and Conditions or any Order and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
14.2.3 the other party becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), or dissolution; if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases to carry on business or if it claims the benefit of any statutory moratorium or there occurs in relation to that party, any event which is analogous to any of the events referred to in this clause in any part of the world; or
14.2.4 there is a change of Control of the other party.
14.3 On termination of the relevant Order for any reason:
14.3.1 all licences granted under these Terms and Conditions and any Order shall immediately terminate and the Customer shall immediately cease all use of the Products and Services;
14.3.2 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;
14.3.3 Ramp may destroy or otherwise dispose of any of the Customer Data in its possession unless Ramp receives, no later than ten days after the effective date of the termination of the Order, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Ramp shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Ramp in returning or disposing of Customer Data; and
14.3.4 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 these Terms and Conditions which existed at or before the date of termination shall not be affected or prejudiced.
15.1 Ramp may suspend access to the Product and/or Services if: (a) necessary to comply with law or protect the Product and/or Services or Ramp’s infrastructure supporting the Products and/or Services; or (b) Customer or any Authorised User's use of the Product and/or Services does not comply with any applicable acceptable use policy (as applicable and provided by Ramp to Customer) and it is not immediately cured following notice from Ramp.
15.2 If Ramp suspends Services in accordance with clause 1, then: (a) Ramp will provide Customer notice of the cause for suspension without undue delay, to the extent legally permitted; and (b) the suspension will be to the minimum extent and for the shortest duration required to resolve the cause for suspension.
Ramp shall have no liability to the Customer under these Terms and Conditions if it is prevented from or delayed in performing its obligations under any Order, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Ramp or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration. If such delay lasts for more than fourteen (14) calendar days, and the parties are unable to find a mutually agreeable workaround, Customer may terminate the Products/Services by providing written notice to Ramp.
17.1 Ramp may update the Products and/or Services, provided the updates do not result in a material reduction of the functionality, performance, availability, or security of the Products and/or Services.
17.2 Ramp will notify Customer at least 12 months before discontinuing any Service (or associated material functionality), unless Ramp replaces such discontinued Service or functionality with a materially similar Service or functionality. Ramp will continue to provide product and security updates and technical support solutions until the conclusion of the 12 month notice period.
17.3 Ramp may update these Terms and Conditions, provided the updates do not: (a) result in a material degradation of the overall security of the Products and/or Services; (b) expand the scope of or remove any restrictions on Ramp’s processing of Customer Personal Data; or (c) have a material adverse impact on Customer's rights under these Terms and Conditions. Ramp will notify Customer of any material updates to these Terms and Conditions.
If there is a conflict between these Terms and Conditions, any Product Schedule, any Order or any other document incorporated by reference then, save to the extent expressly stated to the contrary, such conflict will be resolved in accordance with the following order of precedence:
18.1 first, any express amendments to these Terms and Conditions as set out in an Order;
18.2 second, the terms of any Product Schedule;
18.3 third, these Terms and Conditions;
18.4 fourth, the remaining terms of the Order; and
18.5 fifth, any other document incorporated by reference.
No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these Terms and Conditions, the rights and remedies provided hereunder are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Terms and Conditions 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 these Terms and Conditions. If any provision or part-provision of these Terms and Conditions is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22.1 The Customer shall not, without the prior written consent of Ramp, cede, assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
22.2 Ramp may at any time cede, assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions. Ramp will remain liable to Customer for any subcontracted obligations.
Nothing in these Terms and Conditions or any Order 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).
The address for service of each Party will be the registered office of that Party or as otherwise notified in writing to the Party giving the notice. A notice will be deemed to have been served:
24.1 if delivered by hand, at the time of delivery;
24.2 if posted, two Business Days after posting; and
24.3 if sent by electronic transmission, when the transmission is complete.
24.3 if sent by electronic transmission, when the transmission is complete.