Terms

These Terms of Service (including any terms incorporated into or referred to in these Terms) these “Terms”), together with the applicable Order Form(s) and/or Statement(s) of Work, each as defined below, referencing these Terms (collectively, the “Agreement”) are made and entered into by and between Patchworks Media Ltd with its offices at 9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN (“Patchworks” or “Supplier”) and the customer identified in the applicable Order Form or Statement of Work (“Customer”) as of the effective date of the first Order Form or Statement of Work (as applicable) (the “Effective Date”). 

By executing an Order form or Statement of Work that references these Terms for the Platform Services and/or Expert Services (as defined below), or indicating acceptance of the Agreement via click through, electronic signature or other electronic means offered by Patchworks, Customer agrees to be bound by the Agreement. Any individual accepting the Agreement on behalf of Customer which is an organisation or other entity represents and warrants that they have the authority to bind Customer to the Agreement. IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT, CUSTOMER IS NOT PERMITTED TO USE ANY OF PATCHWORKS' PRODUCTS OR SERVICES.

The parties agree as follows:

1. Definitions

Affiliate means, in relation to a contracting party to the Agreement, any entity which directly or indirectly controls, is controlled by, or is under common control with, that contracting party.  “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the contracting party. 

Analytics Data: means  extracts, compilations, synthesis, data analyses, associated statistics, benchmarks and measurements derived from technical and other data, from Customer’s use of the Platform Services and such data may include Customer Materials that is processed by the Platform Services which has been: (i) de-identified and anonymized so that the data cannot identify persons or entities; (ii) combined with the data of other customers or additional data sources making up the data underpinning the Platform Services; (iii) presented in a way which does not reveal Customer’s identity.

API(s): means any application programming interfaces (APIs) that are included in the Platform Services or otherwise made available by Patchworks in connection with the Platform Service as specified in your Order Form (and depending on the relevant Platform Service package purchased) and which allow the Platform Service to communicate with third party applications via Connectors.

Authorised User: means an individual employee, agent or independent contractor of (i)  Customer, (ii) a Customer Affiliate, or (iii) a third-party appointed by Customer through which Customer has purchased the subscription to the Platform Services is carrying out implementation and/or integration of the Platform Services and/or is providing any development services for the Platform Service for Customer (but excluding any direct competitor of Patchworks unless and until Customer has received Patchworks’ express prior written approval), and, in each case, who is authorised by Customer to use, and has been supplied with a unique user ID and password to access, the Platform Services.

Connector: means a connector used to integrate and sync data between the Platform Services and a third party application API.

Confidential Information: means any information (whether written or oral and regardless of form) provided or disclosed by a party (“Discloser”) to the other party (“Recipient”) which is by its nature confidential, is marked as confidential, or a reasonable person knows or ought reasonably to know is confidential, as well as all information, records, software, source code, data or know-how relating to the business, clients, services or products of the Discloser or any of its Affiliates, and those parts of any records created by a Recipient to the extent that it contains such information, but does not include information, which (i) is publicly known and made generally available in the public domain prior to the time of disclosure by the Discloser, (ii) becomes publicly known or part of the public domain other than through no breach of this Agreement by, or act or omission of, the Recipient; (iii) is proven to be known to the Recipient at the time of disclosure and the Recipient did not receive it from any person owing an obligation of confidence directly or indirectly to the Discloser, (iv) is rightfully received from a third party not in breach of any obligation of confidentiality; or (v) is independently developed by personnel or agents of the Recipient or any of its Affiliates without access to the Confidential Information of the Discloser. 

Customer Materials: means any and all data, text, multimedia, graphics, audio, video, and other information or content provided by Customer to Patchworks or otherwise made available by Customer and/or its Authorised Users through the Platform Service for use with and to display and send through the Platform Services or for use by Patchworks in the provision of the Support and/or Expert Services.

Data Privacy Addendum or DPA: means the then current data privacy addendum found here (https://www.wearepatchworks.com/pages/dpa), as may be updated from time to time by Patchworks, or in the event the parties mutually agree and execute a separate data privacy agreement which references this Agreement, such data privacy agreement will apply in place of the linked version.

Expert Services: means certain consulting, training and/or other expert services offered and provided by Patchworks in connection with the Platform Services as described in the applicable Order Form and/or Statement of Work.

Feedback: means the comments, questions, suggestions, ideas, insights, enhancement requests, recommendations or other information regarding the Platform Services and technology submitted by Customer and/or Authorised Users of the Platform Services to Patchworks from time to time.

Fees: means the fees payable by Customer under the Agreement as set out or referred to in the Order Form and/or Statement of Work, as applicable, (including, without limit, the Subscription Fees, fees payable for Expert Services, any enhanced support fees and any Overages Fees payable) and any other fees, costs and expenses payable under the Agreement.

Intellectual Property Rights: mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Initial Term: means the initial term of Customer’s subscription to the Platform Services, commencing on the Effective Date and continuing for the period specified in the relevant Order Form.

Order Form: means a written order, executed by the parties for the Platform Services (and related Support) and, as applicable, any Expert Services that references these Terms. 

Overages Fees: fees payable for exceeding the Scope for the Platform Services.

Patchworks IP: has the meaning given in clause 5.2.1.

Personal Data: has the meaning given in the DPA.

Platform Services: means Patchwork’s proprietary, cloud based software platform solution(s) provided on an “integration platform as a service” basis, identified in the applicable Order Form and as described in the Platform Services Description.

Platform Services Description: means the description of the Platform Services found in the relevant Order Form.

Renewal Period: has the meaning given in clause 8.1.

Scope: means, together with the Platform Services usage limits and restrictions set out in these Terms, the limits within which Customer and Authorised Users may access and use the Platform Services as set out in the relevant Order Form, and depending on the relevant package/tier for the Platform Services purchased by Customer, including without limit, those limitations on the number of transactions that Customer is permitted to make to the APIs it may have access to as part of the Platform Service or similar usage restrictions. Where Customer has purchased the Platform Services and/or Expert Services through a third party intermediary (such as a reseller) such Scope will be as set out in the relevant order with such third party intermediary or otherwise notified by Patchworks to Customer in writing.

Service Term: means the Initial Term during which Customer may access and use the Platform Services subscribed to under and in accordance with the relevant Order Form, and any Renewal Periods (as applicable). 

Service Level: means the then current availability service level for the Platform Service found here.

Statement of Work or SOW: means the written order and/or statement of/ work executed by the parties for the Expert Services that references these Terms.

Subscription Fees: means the fees payable by Customer for the subscription to and use of the Platform Services and which includes Basic Level Support. Any enhanced support made available by Patchworks from time to time will be at an additional cost as set out in the Order Form.

Support: means the relevant level of support services, as specified in the Order Form, provided by Patchworks for the Platform Services as described in the Support Policy.

Support Policy: means the then current support policy for the relevant level of Support provided by Patchworks for the Platform Services found here.

Tools: has the meaning given in clause 5.2.1.

2. Structure and Orders

3. Platform Services and Support

3.1 Platform Service. Patchworks grants to Customer a limited, non-transferable, non-exclusive, non-sublicensable right during the relevant Service Term set forth in the applicable Order Form to permit its Authorised Users to access and use the Platform Services for Customer’s business purposes subject to and in accordance with the Scope and the terms and conditions of these Terms and the applicable Order Form.

3.2 Service Levels. Patchworks will use commercially reasonable efforts to provide the Platform Services materially in conformance with the Service Levels.

3.3 Support. Patchworks will use commercially reasonable efforts to provide the Support materially in accordance with the Support Policy. Patchworks reserves the right to end of life and replace any functionality, feature and/or other materials of the Platform Services at any time and doing so will not be considered a breach of clause 3.2, this clause 3.3 and/or clause 11.1. Patchworks will provide Customer with reasonable prior notice of any such end of life functionality, feature or other materials.

3.4 Authorised Users. Customer is responsible for (a) identifying all Authorised Users, approving and controlling their access to the Platform Services and ensuring their compliance with the terms and conditions of the Agreement, (b) its Authorised Users acts or omissions, which acts or omissions (including breach of the Agreement) will be taken as acts or omissions of Customer, and (c) protecting, safeguarding and maintaining the confidentiality of any usernames, passwords, API keys, user IDs or other credentials, login information (collectively, “Passwords”) that have been provided to Customer and/or Authorised Users or that are generated in connection with Customer’s and/or Authorised Users’ use of the Platform Services and any other user account information and for any misuse and resulting harm caused by Authorised Users. Customer will not disclose or make available Passwords or user account information to any third-party other than to Authorised Users and will use best efforts to prevent unauthorised access to, or use of, the Passwords or the Platform Services. Customer is fully responsible and liable for all activities that occur in connection with the Authorised User accounts. Customer will immediately notify Patchworks in writing of any unauthorised use of the Platform Services that comes to Customer’s attention.

3.5 Acceptable Use Policy. Customer shall not, and shall ensure its Authorised Users shall not: (a) exceed the Scope of use limits set out or referred to in the relevant Order Form and the Agreement; 

(b) (i) modify, disclose, alter, translate or create derivative works of the Platform Services (or any components thereof) or any Patchwork’s IP; (ii) licence , sublicence , resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Platform Services (or any components thereof) or any Patchwork’s IP; (iii) derive, or attempt to derive, the source code of, or disassemble, decompile, reverse compile, or reverse engineer the Platform Services,  any Patchwork’s IP or any portion thereof (except to the extent and for the express purposes authorized by any and all applicable laws; (vi) copy, frame or mirror any part or content of the Platform Services or any Patchwork’s IP; (vii) access or use the Platform Services or any Patchwork’s IP in order to build a competitive product or service, or copy any features or functions of the Platform Services or any Patchwork’s IP; (viii) interfere with or disrupt the integrity, security or performance of the Platform Services; (ix) attempt to gain unauthorized access to the Platform Services or their related systems or networks; (x) disclose to any third party any performance information or analysis relating to the Platform Services; (xi) remove, alter or obscure any proprietary notices in or on the Platform Services including copyright or trademark notices; or (xii) cause or permit any Authorised User or any third party to do any of the foregoing;

(c) use the Platform Services, any APIs and/or Connectors or any other Patchworks IP in any way: (i) for fraudulent or illegal activities or purposes; (ii) to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iii) that infringes or breaches any person’s Intellectual Property Rights, confidential information or any other rights, (iv) to store or transmit any viruses, trojan horses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions, (v) that does not comply with the relevant documentation provided by Patchworks for such Platform Services, APIs and/or Connectors from time to time, (vi) in any manner that violates or is prohibited by any applicable law, regulation, governmental order or decree, including, without limit, (1) in breach of any sanctions or trade or export laws, (2) by submitting, transmitting or transferring Personal Data to the Platform Services without all necessary rights, legitimate interests, or consents to do so; or (3) by allowing Personal Data to be Processed by Patchworks in violation of applicable Data Protection Laws;  (vii) which breaches or may breach any terms and conditions of any third party products and/or services used by Customer in connection with the Platform Services and/or Expert Services.

(d) upload, enter or submit any Prohibited Data to the Platform Services or any other data or materials not strictly in accordance with the relevant documentation for the Platform Services and/or the Agreement;

(e) access or use the Platform Services except through the interfaces and protocols provided by Patchworks or otherwise authorised by Patchworks in writing; and

(f) attempt to gain access to any Platform Services that does not relate to Customer and/or is not covered by an Order Form, or to access the software, data, systems or controls underlying the Platform Services, otherwise than as expressly permitted by the Agreement, 
(collectively, the “Acceptable Use Policy (AUP)”).

3.6 APIs. If Customer has the right to use the APIs available as part of the Platform Services it will be expressly set out as part of the package purchased for the Platform Services or otherwise may be made available to Customer by Patchworks, and in each case as specified in the relevant Order Form and/or SOW. Such access to and use of such API’s as part of the Platform Services may be subject to additional terms and conditions (as set out in the Order Form) and will be subject to the Scope limitations as set forth on the applicable Order Form and/or SOW. Patchworks may utilise technical measures to prevent excess usage and/or stop usage of the API by Customer if any usage limitations are exceeded.

3.7 Customer General Obligations. Customer shall: (a) provide and secure all facilities and services (including but not limited to terminals, software, modem, telecommunications facilities and internet connectivity and browsers) necessary for utilising the Platform Services, and consider Patchworks’ reasonable recommendations in connection with these (to the extent they may impact on the usability or security of the Platform Services);- (b) provide Patchworks with access to materials, resources and information required to enable it to provide the Platform Services, Support and/or Expert Services, including Customer Materials; (c) promptly comply with Patchworks’ policies and reasonable instructions and guidelines, in connection with the Platform Services and use thereof, including applying or accepting an update, modification or upgrade relating to the Platform Services within a reasonable timeframe having regard to the nature of the circumstances and the reasons for such update, modification or upgrade; and (d) at all times comply with all applicable laws and regulations applicable to it.

3.8 Training. Customer acknowledges and agrees that the access to and use of the Platform Services requires a reasonable level of expertise and training to be able to fully use the Platform Services capabilities. Customer shall ensure that, prior to any access or use of the Platform Services, all Authorised Users shall attend and complete all required training on the use of the Platform Services, as notified by Patchworks to Customer from time to time, and complete all additional and updated training throughout the Service Term, as notified by Patchworks to Customer from time to time. Such training will be available as online learning and if Customer requires any dedicated or in person training, such training may be chargeable, as notified by Patchworks to Customer from time to time. Patchworks shall not be responsible or liable for Customer’s and/or any of its Authorised Users’ inability to access and/or use the Platform Services, or any part thereof, or any reduction of the performance of or delay in the provision of the Platform Services, where Customer and/or any such Authorised Users have not completed the required training. Customer’s and/or any Authorised Users’ failure (including of any agent Customer may appoint) to carry out such required training shall be deemed a material breach of this Agreement.

3.9 Internet Connections. Customer is responsible for maintaining an internet connection allowing it to connect over the internet to the Platform Services and ensuring the appropriate transmission methods are used. Customer acknowledges that there are inherent risks associated with the use of the internet and Patchworks, its suppliers and subcontractors shall not be liable for delays, interruptions, service failures or other problems that may arise from use of the internet or any systems used by Customer, its Affiliates or Authorised Users to connect to or interact with the Platform Services.

3.10 Customer obligations. Customer shall be responsible and liable for any consequence, loss or damage resulting from or in connection with any delay or failure by Customer in performing its obligations under or its failure to comply with clauses 3.5, 3.6, 3.7, 3.8 and/or 3.9 and Patchworks shall have no responsibility or liability for any such consequence, loss or damage.

3.11 Connectors. Connectors may be made available by Patchworks via its marketplace (which may be subject to separate terms and conditions) or built by Customer using Patchworks' Tools (which may be subject to separate terms and conditions) for use by Customer in connection with its use of the Platform Services. To the maximum extent permitted by applicable mandatory law, such Connectors made available by Patchworks and Tools are made available ‘as is’ and ‘as available’ and without any guarantee or warranty. Patchworks may review Customer’s account and any Connectors developed by Customer from time to time and if Patchworks wishes to own (including all Intellectual Property Rights in) such Connectors, Patchworks will notify Customer. Where Patchworks and Customer agree in writing (which may be by email) that Customer agrees to assign to Patchworks all rights, title and interest, including without limit all Intellectual Property Rights in and to such Connectors (except as otherwise agreed in writing by the parties), (i) Customer hereby assigns to Patchworks, with full title guarantee and free from all third party rights, all rights and title (including without limit all Intellectual Property Rights) in and to such Connectors, and (ii) Customer shall obtain waivers of all moral rights in the Connectors to which any individual may have. Where approved by Patchworks, such Connectors transferred to Patchworks pursuant to this clause will be available in the Patchwork’s marketplace for use by Customer in connection with the Platform Services. Patchworks grants to Customer a non-exclusive, non- transferable, non-sublicensable licence to use such Connectors owned by Patchworks for the applicable Service Term solely in connection with its use of the Platform Services and for its internal business purposes and subject to the terms and conditions of the Agreement and any such additional terms and conditions for such Connectors as notified by Patchworks to Customer from time to time. To the extent the rights and title to any Connectors developed by Customer are not passed to Patchworks pursuant to this clause, Customer acknowledges and agrees that it remains responsible and liable for such Connectors and the maintenance and support of such Connectors it develops and that Patchworks has no liability for such Connectors or any obligations to maintain or support such Connectors.

3.12 To the extent Customer uses the Platform Services for pilots, trials or proof of concepts, the Services Levels and the warranty and indemnity obligations in clauses 11 and 12 respectively shall not apply and Customer acknowledges and agrees that the Platform Services are provided ‘as is’ and without any warranty or guarantee of any kind. 

4.   Expert Services. 

4.1. Expert Services. In the event that Customer elects to have Patchworks perform Expert Services, the parties will enter into a Statement of Work governing the provision of such Expert Services. Customer may also purchase Expert Services hours to call off against in an Order Form for Platform Services. Each Statement of Work (and/or Order Form) will be subject to the terms and conditions of the Agreement. Each Statement of Work (and/or Order Form) will, at a minimum and as applicable, include: (a) a description of the specific Expert Services to be provided; (b) the schedule for the performance of the Expert Services; (c) dependencies for the Expert Services (as applicable); any additional Scope of use or other special terms for the Expert Services; and (d) the fees payable for such Expert Services. To the extent Patchworks creates or develops any deliverables arising from or related to the Expert Services, , Patchworks grants to Customer a limited, non-transferable, non-exclusive right and licence, during the applicable term specified in such Statement of Work and/or Order Form (or if not term is specified, for the Service Term), to access and use such deliverables solely for Customer’s business purposes, subject to the Scope and any other use restrictions set forth in the Agreement and/or the applicable Order Form and subject to Customer’s payment for the applicable Expert Services and deliverables, and only to the extent Customer is not in breach of this Agreement. 

5. Ownership and Reservation of Rights.

5.1 Customer. As between the parties, Customer owns all rights, title and interest (including all Intellectual Property Rights) in and to the Customer Materials.

5.2 Patchworks. 

5.2.1 Patchworks and/or its licensors own all rights, title and interest (including all Intellectual Property Rights) (i) in and to the Platform Services, including, without limit, all underlying software, systems, data and platforms and all related technologies, (ii) in and to Feedback (including without limit, any Intellectual Property Rights created based on any such Feedback), (iii) in and to any connector builder tools (including all underlying software, applications, data, materials and documentations) made available by Patchworks from time to time (“Tools”) for use by Customer to create Connectors, (iv) in and to the Connectors pursuant to clause 3.11; (v) in and to all Analytics Data, and (vi) as expressed in clause 5.2.2, and any updates, improvements or developments thereto, and which are and will remain exclusively owned by Patchworks (collectively “Patchworks IP”). Patchworks reserves all rights to all materials created by Patchworks not granted expressly in this Agreement. Patchworks IP includes, without limit, all creations, copyright, trademarks, trade secrets, know-how, confidential information, inventions, discoveries.

5.2.2 Subject to the limited licence is granted in the Agreement and as between the parties, Patchworks owns and will continue to own all right, title and interest in and to all discoveries, inventions, developments, improvements, works of authorship, information, data, analysis, know-how, ideas, technology, materials, and other work product arising out of or related to the Expert Services, together with all related Intellectual Property Rights therein. Without limiting the foregoing, Patchworks may use, without limitation, the general knowledge, skills and experience of its personnel, and any ideas, concepts, know-how and techniques that are acquired or used in the course of providing the Platform Services, Support and/or the Expert Services. 

5.3. Reservation of Rights.  Each party reserves all rights not expressly granted in this Agreement, and no licences are granted by a party to the other party under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement.

5.4. Third Party Providers. Customer acknowledges that the Platform Services (including the Customer Materials) are hosted and processed on a network owned and maintained by a third-party services provider. The Platform Services may contain or otherwise use certain third-party software. 

6. Fees and Payment Terms

6.1 Subscription Fees. The Subscription Fee (and any enhanced support fees payable) as detailed on the Order Form shall be paid by Customer annually (or such other period agreed by the parties in an Order Form) in advance, as set out in the Order Form, throughout the Service Term. Except as otherwise expressly stated in the Order Form, the Subscription Fee (along with any enhanced support fees payable) will become due from the effective date detailed on the Order Form (or if no date is specified, the date of signing of the Order Form by the last party) and then annually on such date (or such other recurring period agreed in the Order Form) thereafter. The Subscription Fee (and any enhanced support fees payable) will remain fixed during the Initial Term of the Agreement, subject to any Overage Fees payable pursuant to clause 6.4 below. The parties will regularly review the usage of the Platform Services and, in any event, within a reasonable period prior to the commencement of any Renewal Period. 

6.2 Expert Services Fees. Except where otherwise expressly agreed in the applicable SOW or Order Form, Expert Services are provided on a time and materials basis, and pricing for such Expert Services will be stated in the relevant SOW or Order Form, as applicable. Such fees for Expert Services shall be invoiced monthly in arrears (except where otherwise expressly stated in the SOW or Order Form) and payable in accordance with this clause 6.

6.3 Fee Adjustments. Patchworks’ reserves the right to increase the Subscription Fees (and any enhanced support fees) payable for the Platform Services at the start of each relevant Renewal Period. Such increase may be automatically applied for each Renewal Period as notified to Customer upon entering into an Order Form for the Platform Services or otherwise will be notified to Customer no later than thirty (30) days in advance of the increase being applied to Customer’s next Renewal Period. Such increased fees will apply at the start of such Renewal Period. Expert Services fee rates set out in a SOW or Order Form are only valid for the Initial Term of the Service Term and thereafter may be increased, as notified by Patchworks to Customer from time to time.

6.4 Overages. Overages and/or additional fees shall be chargeable and invoiced to Customer (a) where Customer exceeds the Scope, (b) where Customer requests to or is required to move to a higher tier for the relevant Platform Services, and/or (c) in the event (i) any implementation, integration and/or development by a third party intermediary through which Customer has purchased the Platform Services subscription is not in compliance with this Agreement, the relevant Platform Services documentation and/or Order Form and results in any increased cost to Patchworks in the provision of the Platform Services, and/or (ii) Customer has not correctly identified to Patchworks prior to entering into an Order Form the types and volume of data expected to be transferred across the Platform Services and such data and/or volumes result in any additional costs to Patchworks in the provision of the Platform Services. Such fees will be invoiced monthly in arrears and payable in accordance with this clause 6 and the Order Form.

6.5 Payment.
(a) Except where otherwise stated in an Order Form and/or where payment will be made by direct debit payment as required by Patchworks or where offered by Patchworks and selected by Customer at the time of ordering, all Fees will be paid via bank transfer in accordance with the payment terms schedule(s) set out in this clause 6. Patchworks will invoice Customer for the relevant Fees and Customer shall pay such Fees, in full and without deduction, (i) within 30 days of the date of invoice where payment will be made via bank transfer, or (ii) where payment will be via online direct debit, within seven (7) days from the date of invoice.

(b) All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. 

6.6 Payment Information. Customer will keep it’s contact information, billing information and direct debit / credit card / bank transfer details (where applicable) up to date. Changes may be made by emailing accounts@wearepatchworks.com.

6.7 Late Fees.  If any amounts invoiced hereunder are not received by Patchworks by the applicable due date, then such amounts shall accrue interest at the rate of 4% plus Bank of England Base rate on the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

6.8 Taxes. 
(a) Sales Tax. All Fees are exclusive of all taxes, which we will charge as applicable. Customer agrees to pay any taxes applicable to its use of the Subscription Service, Support and/or Expert Services and performance of those services. Customer shall have no liability for any taxes based upon Patchworks gross revenues or net income. If Customer is located in the European Union, all Fees are exclusive of any VAT and Customer represents that it is registered for VAT purposes in its member state. At Patchworks’ request, Customer will provide to Patchworks the VAT registration number under which it is registered in its member state. If Customer does not provide Patchworks with a VAT registration number prior to its transaction being processed, Patchworks will not issue refunds or credits for any VAT that was charged. If Customer is subject to GST, all fees are exclusive of GST.

(b) Withholding Tax. If Customer is required to deduct or withhold tax from payment of any Patchworks invoice, Customer may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to Customer (the “Deduction Amount”). Customer will not be required to repay the Deduction Amount to Patchworks, provided that Customer presents Patchworks with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If Customer does not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in Customer’s account being suspended or terminated for non-payment.

7. Suspension

7.1 Suspension. Customer acknowledges and agrees that, notwithstanding and without limiting any other provision of the Agreement or any other rights or remedies available to Patchworks, Patchworks may suspend Customer’s right to access or use any portion of the Platform Services upon reasonable prior notice (except where reasonable notice is not possible due to a security threat or an emergency) to Customer:

(a) for any non-payment of Fees (which are not the subject of a bona fide dispute) by Customer where such non-payment has been notified to Customer and is at least 30 or more days overdue;

(b) where Patchworks reasonably believes that suspension is necessary to prevent or mitigate a security threat or issue, or damage or disruption to or detrimental impact on the Platform Services (for example, a denial of service attack);

(c) for compliance with any applicable law or government entity; or 

(d) for infringement of Patchworks IP and/or those of any of its licensors, breach of applicable laws or regulations, or breach of clause 3.5 (Acceptable Use Policy) by Customer, its Affiliates or any of the Authorised Users.

7.2 If Customer’s access to the Platform Services is suspended Customer remains responsible for payment of the Fees during such suspension period. 

8. Term & Termination

8.1 Term. Unless terminated earlier pursuant to the terms and conditions of the Agreement, the Agreement shall commence on the Effective Date and shall continue for the Initial Term and thereafter shall automatically renew for further periods of twelve (12) months (or such other period agreed in the Order Form) ( each a “Renewal Period”), unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the date of expiry of the Initial Term or then current Renewal Period, as applicable, in which case the Agreement shall terminate upon expiry of the applicable Initial Term or relevant Renewal Period.

8.2 Mutual Termination for Cause. Either party (the “Terminating Party”) may immediately terminate the Agreement (or any part thereof) with written notice to the other party (the “Defaulting Party”) if the other party on or at any time after the occurrence of: 

(a)  a material breach by the Defaulting Party of any of its obligations under the Agreement which (if capable of remedy) the Defaulting Party has failed to remedy within thirty (30) days after receipt of written notification from the Terminating Party requiring the Defaulting Party to do so. For the avoidance of doubt, failure to pay any Fees owed under the Agreement shall be deemed a material breach; 

(b)  any of the following events in relation to the Defaulting Party: (i) the Defaulting Party goes into liquidation either compulsorily or (except for the purpose of reconstruction or amalgamation) voluntarily; (ii) a receiver is appointed in respect of the whole or any part of the assets of the Defaulting Party; (iii) a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors; or (iv) the Defaulting Party threatens to do any of the things listed in clauses 8.2 (b) (i) to (iii) or an administration order is made against the Defaulting Party or any similar occurrence under the laws of any jurisdiction affects the Defaulting Party, or (v) the Defaulting Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business, or (vi) the Defaulting Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986, or (vii) the Defaulting Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.

8.3 Patchworks Termination. Patchworks may terminate the Agreement (or any part thereof) immediately with written notice to Customer in the event: (i) Customer assigns or attempts to assign the Agreement to a third party not in accordance with the Agreement; (ii) Customer’s breach of clause (Prohibited Data); (iii) Customer’s breach of any applicable law or regulation relating to anti-bribery or corrupt practices, slavery or human trafficking and/or sanctions; and/or (iv) Customer and/or any Authorised User accesses and/or uses the Platform Services, Expert Services or any other Patchworks IP in a fraudulent or illegal manner or any other manner which breaches or may breach any terms and conditions of any third party products and/or services used by Customer and/or any Authorised User in connection with the Platform Services and/or Expert Services (including, without limit, to circumvent any systems of such third parties to avoid being liable to pay commissions or any other payments to such third parties).

8.4 Termination Obligations. On expiration or termination of the Agreement and/or any Order Form(s) for any reason:

(a) Customer’s rights of use granted under the Agreement (or the relevant part terminated), or in the case of termination of individual Order Form, Customer’s rights granted under such Order Form, shall immediately terminate and Customer shall immediately cease use of the terminated Platform Service(s) and/or Expert Services and any materials provided by Patchworks to Customer;

(b) Customer shall pay all Fees due to Patchworks up to and including the date of termination and if the Agreement and/or any Order Form (or part thereof) is terminated by Patchworks in accordance with clause 8.2 or 8.3 above, Customer shall promptly pay any unpaid amounts covering the remainder of the then current Service Term or Renewal Term of all terminated Order Forms including for the periods after the date of termination. In no event will termination relieve Customer of its obligation to pay any Fees payable to Patchworks for the period up to and including the effective date of termination; and

(c) each party shall return to the other party all property and confidential materials of the other party in its possession.

8.5 Survival. The terms and conditions which by their nature are intended to survive termination or expiration of the Agreement shall survive any such termination and expiration including, without limitation, clauses 3.11, 5, 6, 8.4, 11.2, 12.2, 13 and 14 and all other provisions necessary for their interpretation. The obligations in clause 10 (Confidentiality) shall survive for a period of 5 years after the termination of the Agreement except for information of a party which is deemed to be a trade secret where the obligations in clause 10 shall continue for as long as such information of that party remains a trade secret.

9.  Customer Materials, Data Privacy and Security

9.1 Customer Materials Licence. Customer grants Patchworks, its Affiliates and subcontractors a non-exclusive, royalty-free licence to use, process and transfer Customer Materials as reasonably required to enable Patchworks to provide the Platform Services, Support and Expert Services, fulfil its obligations hereunder and as otherwise contemplated under the Agreement.

9.2 Customer Materials Responsibility. Customer is solely responsible and liable for the integrity, accuracy, completeness and quality of the Customer Materials and any other information supplied to Patchworks. Customer acknowledges that the benefits of using the Platform Services are dependent on Customer and Authorised Users exercising proper skill, care and judgement in entering or submitting the Customer Materials and in interpreting the data received through the Platform Services or the conclusions or results drawn from such data or the use of Platform Services. Patchworks will not be liable for the consequences of any decision taken by Customer, any Authorised User or any other person on the basis of that data. 

9.3 Data Privacy. The Data Privacy Addendum governs the processing of Personal Data by Patchworks under the Agreement and is hereby incorporated into the Agreement by reference.

9.4 Security. Patchworks will use commercially reasonable efforts to provide the Platform Services and Support in accordance with its then current security policy, as amended from time to time by Patchworks (“Security Policy”). A copy of such Security Policy may be provided on request by Customer at any time.

9.5 Restrictions on Certain Types of Data.  Customer shall not provide, upload, submit or otherwise make available to the Platform Services and Patchworks will not be liable for (or for the processing via, or submission to, the Platform Services)  any Customer Materials that include any: (a) “personal health information,” as defined under the United States of America Health Insurance Portability and Accountability Act; (b) government issued identification numbers, including Social Security numbers, driver’s licence  numbers and other state or national issued identification numbers; (c) financial account information, including bank account numbers; (d) payment card data, including credit card or debit card numbers as defined by Payment Card Industry (PCI) Data Security Standard (DSS); (e) biometric information, such as fingerprints or voiceprints; or (f) “sensitive” personal data, as defined under the applicable General Data Protection Regulation, about residents of Switzerland and any member country of the European Union or the United Kingdom, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or health-related data, sexual life, or sexual orientation; or (g) any illegal data including illicit, pornographic, child, domestic abuse data or any other illegal data not explicitly listed here, or (h) any data for which Customer does not have the required, rights, licence s or consents to transfer to Patchworks or for Patchworks to process according to the Agreement (collectively “Prohibited Data”).

10. Confidentiality

10.1  Confidential Information. Neither party shall use any Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorised in writing by the other party. Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Neither party shall disclose the other party’s Confidential Information to any person or entity other than to its officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with Recipient at least as restrictive as those in this clause. Upon any termination of this Agreement, the Recipient will promptly return to the Discloser or destroy, at the Discloser’s option, all of the Discloser’s confidential information.

10.2 Other Exceptions: Notwithstanding the foregoing provisions in this clause 10, the parties may disclose this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering of securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement; (v) in confidence, to auditors, accountants and their advisors; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure of this Agreement.

11. Representations, Warranties and Remedies

11.1 Platform Services Warranty and Remedy: 

(a) Platform Services Warranty: Patchworks warrants to Customer that during the Subscription Term the Platform Services will function materially in accordance with their corresponding Product Descriptions. Patchworks does not warrant that the Platform Services will be error-free or operate in an uninterrupted manner, that it will work with all systems and browsers, or that it will meet Customer’s individual requirements.

(b) Platform Services Warranty Remedy: If Patchworks breaches the warranty  provided in clause 11.1(a) above, its sole liability and Customer’s exclusive remedy is for (i) Patchworks to use reasonable commercial efforts to correct or replace the affected Platform Services (or part thereof) at no additional cost to Customer, or (ii) if Patchworks is not able to correct or replace such affected Platform Services, then Patchworks may terminate the affected Platform Services and will refund the portion of any Fees paid in advance by Customer for the terminated part of the Platform Services for the period after the date of termination.

(c) Other Patchworks Warranty: Patchworks warrants to Customer that it will provide the Expert Services and the Support Services with reasonable skill and care and in accordance with good industry practices. 

(d) The warranties in this clause 11.1 shall not apply to the extent the breach is caused by or as a result of (i) Customer’s (and/or its Authorised Users) use of the Platform Services contrary to the Agreement, Patchwork’s written instructions, the Platform Services Description and/or the relevant documentation, (ii) any modifications or alterations of the Platform Services (or any related deliverables) by any party other than Patchworks or its duly authorised personnel or subcontractors; or (iii) any third party products and/or services.

11.2 Customer Warranties: Customer represents and warrants that: (a) Customer has the legal power to enter into this Agreement, (b) it has all rights, licences  and consents for the legal transfer to and processing by Patchworks of Customer Materials under the Agreement, and (c) it will comply with all applicable laws. Customer shall be responsible for the Customer Materials, content and the operation of and transactions processed through the Platform Services. Patchworks shall not be liable to Customer, Authorised Users or any other user or any third party for any use of, or inaccuracy in, any such Customer Materials, content or for any transactions processed through the Platform Services.

11.3 Disclaimer:  To the maximum extent permitted by applicable law, the express warranties and remedies provided in the Agreement are the only warranties and remedies available to Customer and are in lieu of all other representations, warranties, terms and conditions, express, implied, or statutory, including, but not limited to, any implied warranty or terms and conditions of merchantability, accuracy, fitness for a particular purpose or satisfactory quality and non-infringement, all of which are, to the maximum extent permitted by applicable law, expressly disclaimed by Patchworks, its Affiliates, licensors and suppliers.

12. Indemnification Obligations

12.1 Patchworks Indemnity

Patchworks will defend Customer against (or at its option settle) any claims made by a third party alleging that the Platform Services, when used in accordance with this Agreement and the relevant Order Form, infringe any Intellectual Property Rights of such third party (“IPR Claim”), and indemnify Customer for any damages awarded against Customer by a court of competent jurisdiction or agreed upon in settlement by Patchworks arising from any such IPR Claim. In the event of an IPR Claim pursuant to this clause 12.1, Patchworks will, at its option and expense either: (a) procure for Customer the right to continue to use the Platform Services in accordance with this Agreement; (b) substitute the allegedly infringing component for an equivalent non-infringing component; (c) modify the Platform Services to make them non-infringing; or (d) if (a), (b), or (c) is not obtainable following Patchwork’s commercially reasonable efforts, Patchworks may, upon notice to Customer, terminate the Agreement (or part thereof) with immediate effect, and refund the unused portion of any Fees previously paid to Patchworks for the affected Platform Services (or part thereof). Patchworks’ indemnification obligations do not extend to claims arising from or relating to: (i) any combination of the Platform Services (or any portion thereof) by Customer and/or its Authorised Users with any equipment, software, product, service, platform, data, or materials where the infringement would not have occurred but for such combination; (ii) any modification to the Platform Services by Customer and/or its Authorised Users where the infringement would not have occurred but for such modification; (iii) the use of the Platform Services by Customer and/or its Authorised Users in any manner contrary to the terms of this Agreement; (iv) any failure by Customer to accept an update, modification or upgrade relating to the Platform Services and/or Expert Services; or (v) the continued use of the Platform Services after Patchworks has provided substantially equivalent non-infringing software or services. This clause 12.1 is subject to the limitations of liability in clause 13. The indemnity provided in this clause 12.1 and the foregoing remedies constitute Patchworks’ sole liability and Customer’s exclusive remedy in the event of a claim pursuant to this clause 12.1.

12.2 Customer Indemnity.

Customer will defend, indemnify and hold harmless Patchworks and its directors, officers, employees and agents (collectively, the “Patchworks Indemnitees”) from and against any third party claims and indemnify Patchworks Indemnitees from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of, based on or related to (a) Customer’s use of the Platform Services;  (b) Customer’s breach of the Acceptable Use Policy, c) the Customer Materials (and any other materials or data provided by Customer) and any Connectors developed by Customer (and/or its appointed agent), including without limit, that the Customer Materials and/or any such Connectors infringe any Intellectual Property Rights or any other rights of any third party; and/or (d) the gross negligence or illegal or wilful misconduct of Customer.

12.3 Process.

The indemnifying party’s indemnification obligations under this clause 12 are conditioned upon the indemnified party: (a) giving prompt written notice of the claim to the indemnifying party once the indemnified party becomes aware of the claim (provided that failure to provide prompt written notice to the indemnifying party shall not alleviate an indemnifying party’s obligations under this clause 12 to the extent any associated delay does not materially prejudice or impair the defence of the related claims); (b) granting the indemnifying party sole control of the defence (including granting the indemnifying party the right to select and use counsel of its own choosing) and settlement of the claim; and (c) providing reasonable cooperation to the indemnifying party and, at the indemnifying party’s written request and expense, assistance in the defence or settlement of the claim. 

13. Limitation of Liability

13.1 Exclusions. Subject to clause 13.3, in no event shall Patchworks be liable to Customer for (i) any incidental, punitive, indirect, special or consequential damages, (ii) loss of business, (iii) loss of profits, (iv) business interruption, (v) loss of goodwill and/or similar losses, (vi) loss or corruption of data, (vii) lost savings (or other similar pecuniary loss), or (viii) wasted expenditure, however caused and under any theory of liability (including negligence) and whether or not Patchworks has been advised of the possibility of such damage.

13.2 General Cap. Subject to clause 13.3, in no event shall Patchworks total aggregate liability for any loss or damages howsoever arising out of or related to this Agreement exceed the Fees paid by Customer in the twelve (12) months prior to the date on which the claim arose.

13.3 Prohibited Exclusions. Nothing in this Agreement excludes or limits the liability of either party: (i) for death or personal injury caused by its negligence; (ii) for fraud or fraudulent misrepresentation, or (iii) any other liability which cannot be excluded or limited by applicable mandatory law. 

13.4 Services exclusions. Customer assumes sole responsibility for results obtained from its use of the Platform Services and Expert Services, and for conclusions drawn from such use. Subject to clause 13.3, Patchworks shall have no liability for (i) any damage, loss or consequence caused by errors or omissions in any Customer Materials or any other data, materials information or instructions provided to Patchworks by or on behalf of Customer, (ii) any Customer developments and/or any Connectors or workflows created by Customer or any third party on Customer’s behalf in connection with the Platform Services, Support and/or Expert Services or Customer’s use thereof or for any damage, loss or consequence resulting from or in connection with such Customer developments, Connectors and/or workflows, (iii) any actions taken by Patchworks at Customer's direction, (iv) any acts or omissions of third parties in connection with the Platform Services and/or Connectors, and/or (v) any third party products and/or services Customer and/or any Authorised Users accesses, uses or connects to in connection with the Platform Services and/or Expert Services and/or for any limitations or reduction in functionality of the Platform Services as a result of such third party products and/or services and/or use of or access or connection to such third party products and/or services; (vi) for any breach by Customer, any Authorised User or any agent appointed by Customer of any terms and conditions of any third party products and/or service providers as contemplated under clause 13.4(v).

13.5 References to liability in this clause 13 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.   

13.6 Each party is entitled to any reduction in liability it may have under the Agreement or at law to the extent the acts or omissions of the other party caused or contributed to the loss or damage (including in relation to an indemnity). Each party must take all action reasonably practicable to mitigate any loss suffered by the other party (including in context of any indemnity). 

14. General

14.1 Relationship of Parties: The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this clause) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.

14.2  Non-Solicitation: Patchworks and Customer mutually agree that during the term of this Agreement and for a period of 12 months after the date of completion of the Agreement, for any reason whatsoever, not to solicit, induce or engage directly or indirectly any person who was introduced by either Party, or who at such time was in the employment of either party or any of its subsidiaries, to leave their respective company. This obligation does not apply in respect of any such person or employee who responds to a bona fide general advertisement or who makes unsolicited contact with Patchworks or Customer as relevant.

14.3    Marketing & PR: Customer agrees to Patchworks issuing the following marketing/PR materials: an announcement email, blog or press release of the launch of the project; a press release, email or blog following the project ‘go live’; and a case study about the project, three months after successful launch.

14.4    Assignment: Customer may not assign, novate or otherwise transfer the Agreement (in whole or in part) without the prior written consent of Patchworks. Patchworks may assign, novate or otherwise transfer the Agreement (in whole or in part) to any third party at any time and without Customer’s consent.   Any attempted assignment, or other transfer in violation of this provision shall be null and void.

14.5    Choice of Law: This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of London, England with respect to any dispute or claim arising out of or in connection with this Agreement.

14.6    Compliance with Export Laws: Each party agrees to fully comply with all export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries.

14.7    Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

14.8    Force Majeure: Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including without limitation acts of God, earthquakes, floods or other natural disasters, epidemic or pandemic, wars, terrorism, riots, imposition of sanctions, embargo, nuclear, chemical or biological contamination, communication failures, strikes. If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable immediately prior to the commencement of such force majeure event.

14.9 Equitable Relief: Without prejudice to any other rights or remedies that a party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of clauses 5 (Ownership and Reservation of Rights) and 10 (Confidentiality). Accordingly and notwithstanding clause 14.5 and 14.10, each party shall be entitled to seek remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of clauses 5 and/or clause 10 by the other party without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.

14.10 Dispute Resolution: All disputes regarding the interpretation and/or performance of the Agreement shall first be dealt with in accordance with this clause 14.10, and in so far as possible be settled by means of amicable good faith negotiations between senior executives of the parties. If no amicable agreement is reached between the parties within a time period of thirty (30) days (or such reasonably extended period mutually agreed by the parties) following notification to one of the parties of the existence of a dispute, clauses 14.9 or 14.5 will apply.

14.11 Modifications to Services, Policies and Documentation:  Patchworks may modify or upgrade the Platform Service(s), Expert Services and/or Support Services and any related policies and documentation at any time and without any liability to Customer, provided that Patchworks will notify Customer in advance of any modifications which have a materially adverse impact on Customer.

14.12 Waiver: A waiver of any right under the Agreement and/or any Order Form is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.  Unless specifically provided otherwise, rights arising under the Agreement and/or any Order Form are cumulative and do not exclude rights provided by law.

14.13 Subcontractors: Patchworks shall have the right to subcontract any of its obligations hereunder to a third party at any time without Customer’s consent and will be liable for any breach of the Agreement by any such appointed third parties. Subprocessors (as defined in the DPA) shall be appointed in accordance with the DPA.

14.14 Variations: Patchworks may make changes to these Terms and will notify Customer via email or another durable medium about any such changes (except where they are editorial changes which do not alter the Terms’ content or meaning). Save for the foregoing or as otherwise expressly stated in the Agreement, the Agreement and any Order Forms may only be modified or varied in writing executed by duly authorised representatives of both parties.

14.15 Third Party Rights:  A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce, or to enjoy the benefit of, any term of the Agreement, but this does not affect any right or remedy of a third party which exists under applicable law or is available apart from the Act or that is expressly provided for under the Agreement. Where Customer has purchased the subscription to the Platform Services and/or any Expert Services via a third party intermediary (such as a reseller), Customer acknowledges and agrees that Patchworks is a third party beneficiary of that agreement between Customer and the such third party intermediary and Patchworks may still enforce (and is not prohibited in any way from enforcing) these terms and conditions directly against Customer.

14.16 Entire Agreement: The Agreement cancels and supersedes any previous oral or written agreement concerning its purpose and/or subject matter. The Agreement applies to the exclusion of, and shall prevail over, any terms and conditions or other agreement proposed or issued by Customer in connection with the subject matter of the Agreement, including any terms and conditions issued by Customer with any purchase orders.

14.17 Notices. Any notice required or permitted under the terms of the Agreement or any Order Form or SOW or required by law must be in writing to the appropriate address set forth in the Order Form or SOW: (a) delivered in person; (b) sent by registered mail return receipt requested; (c) sent by overnight air courier; or (d) by email sent to each party’s email address specified in the Order Form or SOW. Any notices delivered in person, by registered mail or courier will also be sent by email. Either Party may change its addresses for notices by written notice to the other Party. Notices will be considered to have been given at the time of actual delivery in person, or three (3) business days after posting, or one (1) business day after delivery to an overnight air courier service, or one (1) business day after the date the email is sent. Patchworks may notify Customer of notices relating to the Platform Service(s) and/or Expert Services, such as upgrades or required maintenance, for example, by posting notices on its website and such notice shall be deemed delivered on the date of posting by Patchworks.