Terms of Use

Background

A.  These Terms of Use (“Terms”) explain our obligations as a service provider and your obligations as a customer, in relation to the Nomos One contract management and lease accounting tool.

B.   These Terms are binding and apply to you from the earlier of the date you execute a Subscription and Services Agreement and the date you first have access to the Service.

C.   By registering for a Subscription you acknowledge and represent that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service. If you use the Service on behalf of any entity, you are deemed to have agreed to these Terms on behalf of that entity.

D.   These Terms were last updated on 31 January 2019. These Terms are effective from 31 January 2019.

1. Definitions and Interpretation

1.1  Definitions: Unless the context requires otherwise, capitalised words shall have these meanings:

Agreement” means the agreement between you and us, comprising these Terms and any Subscription and Services Agreement between you and us, and other terms referred to in clause 17.2.

Additional Service” means an additional service provided, or to be provided, by Nomos One under a Subscription and Services Agreement, or under a separate written contract between you and us, including:

(a)  Development Services, being the creation of a custom feature in the Service;

(b)  Onboarding Services, being the migration and loading of Client Data onto the Service; and

(c)  Portfolio Management Services, being an extra administrative service in relation to leases.

Authorised Person” has the meaning given to that term in section 3.

Breach Event” means:

(a)   a breach of the Agreement that is not remedied within 7 days after receiving notice identifying the breach and requiring it to be remedied, where that breach is remediable;

(b)  a breach of the Agreement that is not capable of remedy;

(c)  a party is, becomes, or is deemed to be, insolvent or bankrupt;

(d)  a party makes an assignment for the benefit of, or enters into or makes any arrangement or composition with, its creditors;

(e)   a party goes into receivership or has a receiver, trustee and manager (or either of them) (including a statutory manager) appointed in respect of all or any of its property; or

(f)   any resolution is passed, or any proceeding is commenced, for the winding up or liquidation of a party (other than for the purposes of a solvent reconstruction).

Business Day” means any day other than a Saturday, a Sunday or a public holiday in the jurisdiction of the entity you are contracting with in accordance with clause 17.3.

Client” means, in the case of an individual entering into the Agreement on their own behalf, that individual, or in the case of an individual entering into these terms on behalf of an Entity, that Entity. 

Client Data” means any data, content, and information (including personal information) inputted by you or with your authority into the Service or Website, and stored by the Service.

Confidential Information” mean all information of a confidential nature directly or indirectly made available or exchanged between the parties to the Agreement, whether in paper form, electronically or orally, including through use of the Service. Confidential Information includes any personal information provided or received, the terms of the Agreement, a party’s business information, employee, contractor and customer affairs and, in the case of the Client, all Client Data.

CPI” means the relevant consumer price index (or similar index), as reasonably determined by Nomos One, in the jurisdiction of the Nomos One entity you are contracting with in accordance with clause 17.3.

Entity” means any company or corporation, trust, limited partnership, partnership or firm, agency of any government or authority, public, territorial or regional authority, or other incorporated or unincorporated body of persons.  

Intellectual Property Right” means any current and future intellectual property rights, whether registered or unregistered, including copyright, design rights, trademarks, service marks, trade names, domain names, rights in logos and get-up, patents, inventions, confidential information and know-how, all rights in computer software, design, privacy, and databases.

Fee” means any amount payable by the Client under the Agreement, including any Subscription Fees, establishment fees, and other amounts under a Subscription and Services Agreement.

Nomos One“, “we”, “us”, or “our” means the entity you are contracting with in accordance with clause 17.3.

Related Entity” means any company, corporation, or other entity that controls, is controlled by, or is under common control with, a party.

Service” means the “Nomos One” contract management and lease accounting tool provided under your Subscription and accessed and used using your login name and password.

Subscription” means a subscription to use the Service, subject to payment of the applicable Fees, with such subscription recorded in a Subscription and Services Agreement.

Subscription and Services Agreement” means a subscription and services agreement between you and us that refers to, and is subject to, these Terms.

Subscription Fees” means the monthly fee payable by you for your Subscription, as set out in the applicable Subscription and Services Agreement, as adjusted under clause 6.7.  

User” means each employee, agent, professional advisor, or contractor of the Client (or a Related Entity of the Client) who is registered to use the Service from time to time.

Website” means the Internet site at the domain www.nomosone.com, or any alternative site operated by Nomos One, as notified to the Client from time to time.

You” and “your” means the Client, and where the context permits, a User.

1.2  Interpretation: Unless the context requires otherwise, in the Agreement:

(a)   the headings in the Agreement are for convenience only and have no legal effect;

(b)   the singular includes the plural and vice versa;

(c)   “including” and similar words do not imply any limit; and

(d)         words denoting any gender include all genders;

(e)   monetary references refer to the currency that is listed in the Client’s Subscription and Services Agreement.

1.3  Precedence: If there is any conflict between the terms of the Agreement, the following order of precedence will apply:

(a)   any variation to the Agreement agreed in writing;

(b)   these Terms; and

(c)  the terms of each Subscription and Services Agreement.

2.   Registration for the Service

2.1  Process for Client registration: To request registration to use the Service the Client must provide Nomos One with:

(a)  a duly executed copy of a Subscription and Services Agreement in the then-current form approved by Nomos One;

(b)  the Client’s email address;

(c)  the Client’s billing details;

(d)  other information requested by Nomos One, which may include the Client’s legal name, e-mail address, physical address and phone number.

2.2   Confirmation of Client registration: Following Nomos One’s receipt and approval of all required information, Nomos One will return a duly executed copy of a Subscription and Services Agreement to the Client and confirm commencement of the Client’s Subscription using one of the Client’s addresses provided. Where Nomos One provides initial onboarding services, the Subscription will not commence until those onboarding services are complete, subject to Schedule 1 of the Subscription and Services Agreement.

2.3  Consents: The Client consents to:

(a)  the Client’s logo and name being used by us for marketing purposes;

(b)   our use of Client Data for our internal training purposes;

(c)  receiving emails and newsletters from Nomos One with the latest news, industry updates, product updates or downtime, product information, resources and events; and

(d)  being contacted via phone or email about their experience of Nomos One, the quality of the product and the service received.

2.4  User management by Client administrators: The Service enables the Client to appoint administrators who can register individuals as Users who will be entitled to access and use the Service through the Client’s Subscription. Those administrators are responsible, on behalf of the Client, for:

(a)   creating, maintaining, and deleting the User accounts; and

(b)   obtaining necessary consents from those individuals for their personal information to be associated with their User account.

3.  Authorised Person

3.1  Authorised: Where a person is registering for the Service on behalf of the Client (“Authorised Person”), the Authorised Person warrants, undertakes, and represents that:

(a)   it has the authority from the Client to agree to the Agreement on behalf of the Client and to access information and give instructions on the Client’s behalf in relation to the Agreement;

(b)  by registering to use the Service on behalf of the Client, the Authorised Person binds the Client to the performance of any and all obligations (including payment obligations) of the Client under the Agreement, without limiting the Authorised Person’s personal obligations under the Agreement; and

(c)  we may rely upon and act in accordance with any instructions received from the Authorised Person, as if they had been made by the Client and without checking the authority of the Authorised Person. 

3.2  No liability: Nomos One is not liable in respect of any act or omission of Nomos One in reliance on any notice or instructions given by the Authorised Person.

3.3  Removal of Authorised Person: The Client’s administrators may remove the Authorised Person’s access to the Client’s Subscription and Client Data. In addition, if a senior manager, executive, or director of the Client requests that we do so, we may remove the Authorised Person’s access to the Client’s Subscription and Client Data.

4. Use of Service

4.1   Grant of access: Nomos One grants you the right to access and use the Service via the Website in accordance with your Subscription. This right of use is non-exclusive, subject to the Agreement, and any applicable laws.

4.2  Supported browser: You are permitted to access and use the Services via the supported web browser, being the then-current version of Google Chrome at any time.

4.3   Compliance: You confirm that you have complied with all laws applicable to you when using the Service and Website. Your use of the Service and Website in your jurisdiction is at your own risk.

4.4   Changes and availability: The Service may be changed or updated from time to time by Nomos One.  If for any reason Nomos One has to interrupt the Service for longer periods than Nomos One usually anticipates, Nomos One will use reasonable endeavours to publish in advance details of such activity by email or on the Website.

5.  Your Obligations

5.1    General obligations: You must only use the Service and Website for your own lawful internal business purposes in accordance with the Agreement and any notice sent by Nomos One or condition posted on the Website.

5.2  Client obligations:

(a)  The Client may use the Service for the Client’s internal business purposes in relation to the Client’s business only.

(b)  The Client must not use, nor allow any person (including any User) to use, the Service in relation to, or for the purposes of, any other business other than the business of a Related Entity.

(c)  The Client is responsible for determining who can be a User and what level of access to the Service each User has.

(d)  The Client is responsible for all Users’ use of the Service. Nomos One has no responsibility or liability for the actions of any User, but is responsible for the actions of Nomos One’s own personnel acting in accordance with the Agreement.

e)   Nomos One will not be a party to any dispute between a Client and a User for any reason.

5.3  Usernames and passwords: You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. All Users must select their passwords carefully, and password numbers must not be sequential or easily-guessable numbers. You must immediately notify Nomos One of any unauthorised use of your password (or any of your Users’ passwords) or any other breach of security and you must take all other actions that Nomos One reasonably deems necessary.

5.4  Access conditions: When accessing and using the Service, you must:

(a)  not attempt to undermine the security or integrity of Nomos One’s computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;

(b)   not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;

(c)  not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to access the computer system on which the Service is hosted;

(d)         not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Client Data in violation of any law;

(e)         not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as permitted by law;

(f)          not use or permit the use of the Service for the business of any other Entity or individual (other than the business of a Related Entity);

(g)         ensure that each User account is allocated to and used by only one person at any time; and

(h)         ensure that no User accesses the Service from more than one device at any one time.

5.5  New functionality: You may make requests for new functionality or features by contacting us. We will discuss your requirements and any associated costs with you.

6. Fees and Payment

6.1  Initial Fees: You must pay:

(a)  any establishment fee and onboarding fee to us in full by the due dates specified in the Subscription and Services Agreement (or if no date is specified, by the commencement of your Subscription); and

(b)  your first month’s Subscription Fees to us in full by the commencement of the Subscription.

6.2   Subscription Fees: You agree to pay, on a monthly basis, all Subscription Fees incurred during the term of your Subscription at the amount specified in your Subscription and Services Agreement (or if no amount is specified, at Nomos One’s then-current fees), as adjusted from time to time under clause 6.7.

6.3   Invoicing: You authorise Nomos One to invoice and receive payment from you in advance for Subscription Fees on a monthly basis in accordance with the Subscription and Services Agreement. All billing is calculated on the basis of whole calendar months. You must pay each invoice by the applicable due date.

6.4  Payment: You will pay the Subscription Fees by direct credit, direct debit, or electronic funds transfer. We may require you to provide alternative payment methods. In supplying your bank account details to Nomos One’s payment service, you authorise Nomos One to invoice and the payment service provider to process payment of your Subscription Fees and any other outstanding amounts (as applicable) as they become due. You agree to pay all fees and currency charges incurred or associated with completing payments so that Nomos One receives the full amount invoiced.

6.5  Alternative method: If your payment by one payment method fails, you acknowledge that we are authorised by you to take payment from the alternative payment method you have provided.

6.6  Taxes: The Fees are exclusive of all applicable taxes, duties, and levies (“taxes”). You agree to pay all applicable taxes at the relevant rate, upon invoice, in addition to the Fees, whether such applicable taxes are invoiced at the same time as the Fees or subsequently.

6.7 Adjustment:

(a)  The Fees are subject to adjustment advised by Nomos One no more frequently than once each three calendar years. Each adjustment of Fees under this clause 6.7(a) will not exceed the percentage change in CPI (in the jurisdiction of the relevant Nomos One entity you are contracting with) since the most recent adjustment of Fees or, for the first adjustment, since commencement of your Subscription).

(b)  Separately to any adjustment under clause 6.7(a), where we agree to add new services or functionality to your Subscription, we will agree with you any additional costs payable by you for those new services or functionality. Those agreed additional costs will either be invoiced and payable by you as a one-off amount or added to your Subscription Fees on an ongoing basis.   

8. Warranties and Acknowledgements
     
      

8.1   Acknowledgements: You acknowledge that:

(a)  You are responsible for authorising any person who is given access to information or Client Data, and you agree that Nomos One has no obligation to provide any person access to such information or Client Data without your authorisation and may refer any requests for information to you to address.

(b)   Nomos One has no responsibility to any person other than you and nothing in the Agreement confers, or purports to confer, a benefit on any person other than you.

(c)   You may not use the Service or access the Website on behalf of another person, except if you are an authorised User of a Subscription, accessing the Subscription as permitted by the Client.

(d)  f you are a User, you warrant that you have the appropriate permissions from the Client, and acknowledge that you must comply with the Agreement, and that you are responsible for all Client Data you input into the Website/Service.

(e)   Nomos One is not your accountant and use of the Service does not constitute the receipt of accounting, financial or tax advice.

(f)  Nomos One is not your lawyer and use of the Service does not constitute the receipt of legal advice.

(g)  You remain solely responsible for complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of and access to your Client Data via the Service and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

(h)  It is your sole responsibility to determine that the Service meets the needs of your business and is suitable for the purposes for which they are used.

(i)  The provision of, access to, and use of, the Service is on an “as is” basis and at your own risk.

(j)  Nomos One does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Nomos One is not in any way responsible for any such interference or prevention of your access or use of the Service.

(k)  Nomos One may from time to time update, alter, upgrade or carry out maintenance on the Services, which may cause the Service to be unavailable for a period of time.

8.2  Warranties: Nomos One warrants that the Service will substantially conform with the functionality described on our website and, subject to clause 8.1, be generally accessible over the Internet. All implied conditions or warranties are excluded to the extent permitted by law, including warranties of merchantability, fitness for purpose, title, and non-infringement.

8.3  Third party services and customisations: You acknowledge that:

(a)  Nomos One doesn’t warrant the operation, performance or functions of any third-party services that Nomos One integrates into, nor for the performance of the integration; or

(b)  any customisation that may have been performed for you will be compatible with any updates to the Service, any hardware, application or set-up or that any such customisations will continue to work after any upgrade of the Service by Nomos One.

8.4  Business use: The parties acknowledge and agree that the Service is provided for the purpose of your business and accordingly, to the maximum extent permitted by law, consumer protection laws will not apply to the Agreement, the Website or the supply of the Service.

8.5  Representation: You represent and undertake that you are authorised to use and access the information and Client Data that you input into the Website and Service, including any information or Client Data input into the Service by any person you have authorised to use the Service. 

9.  Confidentiality and Privacy

9.1  Confidentiality: Each party (“Receiving Party”) shall keep the other party’s (“Providing Party”) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party’s Confidential Information to any third party. This clause does not apply to any disclosure of Confidential Information:

(a)   required to be disclosed by law; or

(b)   that the Providing Party agrees to in writing before the disclosure is made; or

(c)   is or becomes publicly available through no fault of the Receiving Party; or

(d)  is independently acquired or developed by the Receiving Party without breaching any of its obligations under the Agreement or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party; or

(e)  is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

(f)  is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.

9.2  Privacy: Nomos One maintains a privacy policy at www.nomosone.com that sets out the parties’ obligations and rights in respect of the collection, use, and disclosure of personal information.

9.3  Our role as processor: Where we process personal information in accordance with your instructions (including instructions conveyed through an administrator’s actions), you agree that the Client:

(a)  will remain the sole data controller of such personal information;

(b)   will be responsible for the legality of the data processing and observing the rights of the data subjects;

(c)   must comply with all applicable privacy and data protection laws; and

(d)  will from time to time enter into one or more specific agreements regarding treatment of personal information, as requested by Nomos One;

(e)  will indemnify and hold us harmless from and against any and all claims, loss, or liability suffered or incurred by us as a result of such processing.

10.  Client Data

10.1  Security: We are committed to maintaining the security of your Client Data. Nomos One will implement and maintain reasonable and robust safeguards and administrative, physical, and technical measures in the Service that are designed to:

(a)   protect the security and integrity of Client Data; and

(b)  guard against unauthorised access, use, loss or disclosure of Client Data.

10.2   Backup: Nomos One adheres to policies and procedures intended to prevent data loss, including creating periodic back-ups of Client Data, but Nomos One does not make any guarantees that there will be no loss or corruption of Client Data. Nomos One expressly excludes liability for any loss or corruption of Client Data, no matter how caused.

10.3  Request for copy: You may request a copy of Client Data stored in the Service, which we will provide in a standard format reasonably selected by us. This request may take up to 30 days to process.

10.4  After termination: Following the expiry or termination of your Subscription:

(a)  We reserve the right to delete all your Client Data in the normal course of operation. You acknowledge and confirm that your Client Data cannot be recovered once it is deleted and Nomos One will have no liability for any deleted Client Data.

(b)  We may, at our discretion, provide reasonable access to you to retrieve and download your Client Data within a limited time, provided that all Subscription Fees owing by you up to the date of termination are paid. The purpose of this access is for the retrieval and download of Client Data only.

(c)  We may retain Client Data to the extent it (or any of your Confidential Information) is reasonably required for any official legal, regulatory, or auditing purposes. You may request that we delete your Client Data, which we will do subject to the foregoing requirements and clause 10.5.

10.5  Administrative and aggregated use and backups: Nomos One may use Client Data for billing, administrative, or training purposes and in aggregate or anonymised form for analysis and service improvement. We may store Client Data in our periodic backups, without any obligation to delete that Client Data.

11.  Intellectual Property

11.1  Existing intellectual property: Except as expressly set out in the Agreement, nothing in the Agreement will confer upon a party any rights, interest or title in the other party’s materials (including any modification to those materials) existing at the date of the Agreement or which are developed independently of the other party’s materials.

11.2  Our intellectual property: The Client acknowledges and agrees that any and all Intellectual Property Rights in and to the Service, including any Intellectual Property Rights developed under or in relation to the Agreement, are held or owned by Nomos One or its licensors.

11.3   Your Client Data: Nothing in the Agreement transfers ownership of your Client Data. We acknowledge that we have no Intellectual Property Rights in your Client Data, except as provided in the Agreement. You grant us an irrevocable, royalty-free, sub-licensable licence to use, copy, transmit, store, and back-up your Client Data for the purpose of, or relating to, providing the Service or performing the Agreement.

11.4  Infringement:  You must promptly inform us if you become aware of any actual, suspected, alleged, or threatened breach of your or our Intellectual Property Rights in relation to the Service.

12.  Liability
 

12.1  No liability except for breach: To the maximum extent permitted by law, Nomos One has no liability to you except for Nomos One’s breach of the Agreement, irrespective of whether such liability arises in contract, tort (including negligence), or otherwise.

12.2  Exclusions: Where Nomos One is liable to you, in no event will Nomos One be liable for any indirect, special, incidental, consequential or punitive loss or damage. Without limiting the foregoing exclusions, Nomos One has and will have no liability:

(a)   for any loss or corruption of information, loss or corruption of Client Data, the cost of recovering such data or information;

(b)   for any loss of profits, savings, goodwill, business or anticipated business, or reputational damage;

(c)  for any accounting matter, including any error or mistake relating to IFRS 16; or

(d)    arising from use of, reliance on, or inability to use or rely on, the Service, or from any failure by you to comply with the Agreement.

12.3  Limitation: To the maximum extent permitted by law, where Nomos One is liable to you, the maximum aggregate liability of Nomos One is limited in respect of any one incident, or series of connected incidents, to the Fees paid by you in the 12 months immediately preceding the most recent incident giving rise to liability.

13.  Indemnity

13.1   Client indemnity: You will indemnify and keep indemnified Nomos One against all expenses, fines, losses (including loss of revenue and profit), damages and costs (“Loss”) sustained or incurred by Nomos One arising directly or indirectly from your breach of the Agreement, including any costs relating to the recovery of any Subscription Fees that are due but have not been paid by you. Without limiting the forgoing, you will indemnify Nomos One against any claims or Loss relating to:

(a)  Nomos One’s refusal to provide any person access to your information or Client Data in accordance with the Agreement;

(b)  Nomos One’s making available information or Client Data to any person with your authorisation; or

(c)  any claim by any third party that you do not have the right to use any Client Data, or that your use of any Client Data is a breach of a third party’s Intellectual Property Rights.

13.2  Authorised Person’s indemnity: Where an Authorised Person registers for the Service on behalf of a Client (pursuant to clause 3), the Authorised Person indemnifies Nomos One for any Loss sustained or incurred by Nomos One (including the matters set out in sub-clause 13.1(a) to (c) above (with the necessary changes) arising directly or indirectly from the Authorised Person’s breach of any of the warranties set out in clause 8.1, or that arise as a result of Nomos One acting in accordance with any instruction by the Authorised Person, including any costs relating to the recovery of any Subscription Fees that are due but have not been paid by the Client and any Loss relating to it.

14.  Term and Termination

14.1  Term:  The Agreement comes into effect on the date that you and we have both executed your Subscription and Services Agreement. Your Subscription commences on the date notified to you by Nomos One and continues in force unless and until your Subscription is terminated in accordance with this clause 14.

14.2  Renewal: Upon expiry of the then-current term, your Subscription will automatically renew for a renewal period commencing from that expiry date, unless we agree in writing, not less than three months prior to that expiry date, that your Subscription will not renew. Each renewal period is for, and is subject to, a minimum term of three years (or such other period agreed in writing or set out in your Subscription and Services Agreement).

14.3 Termination during minimum term: If your Subscription is subject to a minimum term (either as specified in your Subscription and Service Agreement or determined under clause 14.2), your Subscription will continue for the applicable minimum term (plus any renewals) unless we terminate under clause 14.5 or:

(a)  we terminate your Subscription by giving you at least 60 days’ written notice; or 

(b)  you terminate your Subscription by giving us at least 20 days’ written notice in which case you must pay us all relevant Subscription Fees that would have become payable up to and including the end of the minimum term. The parties agree that the purpose of the payment term in this clause 14.3(b) is to reflect and give effect to the minimum term arrangement and is not intended to be punitive. 

14.4  Termination for convenience: If your Subscription is not subject to a minimum term, either party may terminate your Subscription for convenience by giving written notice to the other party at least 20 days before the end of a calendar month. Your Subscription will then terminate at the expiry of that calendar month. If you terminate your Subscription for convenience pursuant to this clause 14.4, you are liable to pay all relevant Subscription Fees up to and including the end of the calendar month in which your Subscription was terminated.

14.5  Your right to terminate for breach: If we are subject to a Breach Event, you may terminate your Subscription by giving us not less than 10 days’ notice.

14.6  Termination for your breach: If you are subject to a Breach Event, we may, at our sole discretion, without notice to you, take any or all of the following actions:

(a)  terminate your Subscription and your use of the Service and the Website;

(b)   suspend for any definite or indefinite period of time, your use (or any of your Users’ use) of the Service and the Website;

(c)  suspend or terminate access to all or any Client Data; or

(d)  take any of the actions in sub-clauses (a), (b) and (c) of this clause 14.5 in respect of any or all other persons whom you have authorised to have access to your information or Client Data.

15.  Consequences of Termination
 

15.1  General: On termination or expiry of your Subscription this Agreement terminates and you:

(a)   must immediately cease using the Service;

(b)  remain liable for, and must pay within 10 Business Days, any accrued Fees and amounts which become due for payment before or after termination; and

(c)   must within 10 Business Days pay all Fees and amounts referred to in clause 14.3(b), where that clause applies; and

(d)   must pay default interest on any unpaid amounts, which will accrue at a rate of 15% per annum (or, if there is a lower maximum percentage permitted by applicable law, at the percentage) until the actual date of payment from the date of any missed payment.

15.2  User accounts: If your Subscription expires or is terminated, the user accounts of all associated Users may remain active but will be disassociated from your Subscription.

15.3  No refunds: Nomos One will not be required to provide any refund for any prepaid Subscription Fees on expiry or termination.

15.4  Accrued rights: Termination or expiry of your Subscription is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.

15.5  Survival: Clauses 3, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, and 16 survive the expiry or termination of your Subscription.

16.  Dispute Resolution
 

16.1  General: Any disputes between the parties will be discussed in the spirit of goodwill. If a party has any dispute in connection with the Agreement:

(a)  that party will promptly give full written particulars of the dispute to the other;

(b)  the parties will promptly meet (including by phone or video conference) and try to resolve the dispute;

(c)  if the dispute is not resolved within 10 Business Days of written particulars being given (or any longer period agreed to by the parties), either party may refer the dispute to mediation; and

(d)  party must not commence other legal proceedings, except an application for urgent interlocutory relief, without using the mediation procedure first, and only if the dispute has not been resolved within 20 Business Days of the appointment of the mediator. 

16.2  Mediation: If the parties are unable to resolve the dispute by discussion and negotiation within 20 Business Days of the date of the notice of the dispute, then either party may refer the dispute to mediation in the country in which the Nomos One entity you have contracted with under the Agreement is domiciled.

16.3  Continuing performance: Pending resolution of any dispute the parties will perform their obligations under the Agreement in all respects.

16.4  Urgent action: Nothing in this section 16 precludes either party from taking immediate steps to seek urgent interlocutory or equitable relief before a court of competent jurisdiction.

17.   General

17.1  Entire agreement: The Agreement (comprising these Terms and your Subscription and Services Agreement), and any additional terms and policies under clause 17.2, constitute the entire agreement between the parties and supersede all prior communications, representations, agreements or understandings, either verbal or written, between the parties with respect to the subject matter of the Agreement.

17.2  Additional terms and policies: We may publish additional policies related to specific services such as applications for mobile devices, forums, contests or loyalty programs. Your right to use such services is subject to those specific terms and policies in addition to the Agreement.

17.3   Who you are contracting with: Who you are contracting with under the Agreement is determined by which Nomos One entity executes the Subscription and Services Agreement with you.

17.4  Governing law and jurisdiction: If you are contracting with:

(a)  NomosOne Limited (a limited liability company incorporated in New Zealand), you submit to the non-exclusive jurisdiction of the courts, and to the laws, of New Zealand;

(b)  Nomos One Pty Ltd (an Australian registered company), you submit to the non-exclusive jurisdiction of the courts, and to the laws, of New South Wales, Australia;

(c)  Nomos One PTE Ltd (a Singapore registered company), you submit to the non-exclusive jurisdiction of the courts, and to the laws, of Singapore; or

(d)  Nomos One B.V. (a Netherlands registered company), you submit to the non-exclusive jurisdiction of the courts, and to the laws, of the Netherlands.

17.5  Changes to these Terms: We may change these Terms at any time. We will make every effort to communicate these changes to you via email or notification via the Website or Service. You are responsible for reading, understanding and accepting the then-current Terms. If you reasonably consider a material change to these Terms will have a material effect on you, then you may advise us of this in writing within 30 days after the changed Terms came into effect.  In this case, we may, acting reasonably, allow you to terminate your Subscription, with us waiving your obligation to pay future Subscription Fees under clause 14.3. 

17.6  Rights of Third Parties: A person who is not a party to the Agreement has no right to benefit under or to enforce any term of the Agreement.

17.7  Delays: Neither party will be liable for any delay in meeting, or failure to meet, its obligations under the Agreement (other than an obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including any delay or failure caused by any act or omission to the other party).

17.8  Electronic communications: Applicable laws require that some of the information or communications we send to you should be in writing. You accept that communication with us will mainly be by electronic means and agree to this. You acknowledge and agree that all contracts, invoices, notices, information and other communications that we provide to the Client electronically comply with any legal requirement that such communications be in writing.

17.9  Assignment: You may not assign, pledge or transfer any rights, duties or obligations in the Agreement to any other person except with the previous written consent of Nomos One. Nomos One may assign or novate the Agreement to any Related Entity, or to any entity that acquires all or any part of our business or assets.

17.10  Waiver: No failure or delay by any party in exercising any right, power or privilege under the Agreement will operate as a waiver. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

17.11  Severability: If any provision of the Agreement is, or becomes, unenforceable, illegal or invalid for any reason the relevant provisions shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provisions shall be severed from the Agreement, without affecting the enforceability, legality or validity of any other provision of the Agreement.

17.12  Notices:

(a)  All notices given by a party under the Agreement must be in writing and delivered by e-mail. 

(b)  A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a business day is deemed not to have been received until the next business day.

(c)  Notices to Nomos One must be sent to support@nomosone.com or to any other email address notified by email to you by Nomos One.

(d)  We may send notices to you using the email address that you provided when requesting registration for the Service. You expressly consent to all contract, invoices, notices, information and other communications that Nomos One provides to the Client, being sent to that email address (and any further address you advise to us).

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