Breezy Online Terms of Service

Effective Date: 27/08/24.

Previous versions: 20/08/21

PLEASE READ THESE BREEZY ONLINE TERMS OF SERVICE CAREFULLY BEFORE ACCEPTING THEM AS YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) IS SUBJECT TO ALL OF THESE TERMS.

IF YOU DO NOT WISH TO BE BOUND BY THESE BREEZY CUSTOMER TERMS OR DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

These Breezy Online Terms of Services govern the Services made available on our platform at breezy.io, a website operated by Partnered Ltd trading as ‘Breezy’. The terms governing the Website are available here.

If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at support@breezy.io.

1. Interpretation

1. The definitions and rules of interpretation in this clause apply in this agreement.

1. Add-ons: any ‘add-ons’ on ‘bolt-ons’ as described in the Platform Documentation and agreed by the parties in writing from time to time.

2. Agreed Threshold: the number of Contact Credits available to the Customer in a month under its Plan.
3. Applicable Data Protection Laws:
4. (a) To the extent the UK GDPR (as defined in the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.
5. (b) To the extent the General Data Protection Regulation ((EU) 2016/679) (GDPR) applies, the law of the European Union or any member state of the European Union to which the Customer or Breezy is subject, which relates to the protection of personal data.
6. Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Platform Documentation and, where the User Status is that of an Agency or Partner Network, including employees, agents and independent contractors of clients of the Customer.
7. Breezy Data: all data and other information provided to the Customer or its Authorised Users via the Service, including in response to Search and Contact Requests and in relation to an Ecosystem.
8. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
9. Contact: the contact details of a person provided pursuant to the Services comprising the following where possible: name, company, job title, direct email, generic email, and LinkedIn profile URL.
10. Contract Term: the term of this agreement.
11. Customer: Breezy’s customer.
12. Customer Data: the data provided to Breezy by the Customer or Authorised Users on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
13. Data Subject: the meaning given in EU regulation 2016/679 (“GDPR”).
14. Data Subject Rights Exercise: the exercise by a Data Subject of any of their rights as defined in Articles 15 to 22 of the GDPR.
15. Platform Documentation : the documents made available to the Customer by Breezy on the Platform which set out a description of the Services and the user instructions for the Services, as amended from time to time by Breezy by giving at least 14 days' notice to the Client Link here: Platform Documentation.

2. Ecosystem: each ecosystem available to the Customer pursuant to its Services Plan, as defined in the Platform Documentation and as agreed in writing by the parties from time to time.
3. Effective Date: the date on which the Customer subscribes for the Services..
4. Fees: the fees payable by the Customer to Breezy for the Services Plan and any Add-ons as specified in the Platform Documentation .

16. Group Company: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.
17. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
18. Ideal Partner Profile: the type of entity that the Customer identifies on the Platform as an ideal partner. This includes geographic location, demographic, or type of potential partner.
19. Mandatory Policies: Breezy's policies and codes available on the Platform from time to time.
20. Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

5. Payment Details: the payment information provided by the Customer at the start or end of the Trial Period.

21. Permitted Purposes: The processing of Personal Data for the following purposes:

• Service Delivery: Facilitating the provision of services agreed upon in the Contract, including customer support and communication.
• Contract Management: Administering and managing the contractual relationship between Breezy and the Customer, including billing, payments, and record-keeping.
• Performance Analysis: Analysing and improving the performance and quality of the services provided.
• Compliance: Ensuring compliance with applicable laws, regulations, and contractual obligations.
• Marketing: Conducting marketing and promotional activities, subject to obtaining any necessary consents.
• Security: Protecting the security and integrity of the systems and data, including preventing unauthorised access and ensuring data privacy.
• Research and Development: Conducting research and development to improve existing services and develop new services, provided the data is anonymized where possible.

22. Platform: Breezy’s platform at https://breezy.io or such other web address as is notified by Breezy to the Customer from time to time.
23. Quarter: each successive period of three months following the Effective Date.
24. Request: a request for a Search or a Contact or a request for the refresh of a Search or for an Ecosystem made by the Customer via the Platform or in writing.
25. Search: a search available to the Customer pursuant to its Services Plan, as defined in the Platform Documentation .
26. Search Validity Period: the applicable validity period specified in the Platform Documentation .
27. Services: the subscription services provided by Breezy to the Customer under this agreement via the Platform, as more particularly described in the Platform Documentation in relation to the Services Plan.
28. Software: the online software applications provided by Breezy as part of the Services.

1. Services Period: the services period specified in relation to the Services Plan or as otherwise agreed by the parties in writing from time to time.

Services Plan: the Services Plan selected by the Customer on subscription for the Services as varied  by written agreement of the parties from time to time.

29. Support Services Policy: Breezy's policy for providing support in relation to the Services as made available on the Platform.

6. Trial Period: the period of seven days following the Effective Date.
7. User Status: as stated by the Customer in the course of subscribing for the Services.

30. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
31. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1. Clause headings shall not affect the interpretation of this agreement.
2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
8. A reference to writing or written excludes fax but not email.
9. References to clauses are to the clauses of this agreement.

2. Authorised Users

1. Subject to the terms and conditions of this agreement, Breezy hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use:

1. the Services and the Platform Documentation during the Contract Term; and
2. if applicable, each Search for the Search Validity Period.

2. In relation to the Authorised Users, the Customer undertakes that each Authorised User shall keep a secure password for their use of the Services and Platform Documentation and that each Authorised User shall keep their password confidential.
3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
6. is otherwise illegal or causes damage or injury to any person or property;

and Breezy reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

4. The Customer shall not:

1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Platform Documentation (as applicable) in any form or media or by any means; or
2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2. access all or any part of the Services and Platform Documentation in order to build a product or service which competes with the Services and/or the Platform Documentation ; or
3. subject to clause 20.1, licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Platform Documentation available to any third party except the Authorised Users; or
4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Platform Documentation , other than as provided under this clause 2; or
5. introduce or permit the introduction of, any Virus or Vulnerability into Breezy's network and information systems.

5. The Customer shall only use the Services and/or Platform Documentation to provide services to third parties where expressly authorised in writing by Breezy to do so and in the event of such authorisation shall only be authorised to use each Contact to provide its services in relation to one third party.
6. The Customer shall prevent any unauthorised access to, or use of, the Services and/or the Platform Documentation and, in the event of any such unauthorised access or use, promptly notify Breezy.
7. The rights provided under this clause are granted to the Customer only unless Breezy confirms in writing that such rights are also granted to Group Companies.

3. Services

1. Breezy shall, during the Contract Term, provide the Services and any Add-Ons and make available the Platform Documentation to the Customer on and subject to the terms of this agreement.
2. Breezy shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
2. unscheduled maintenance performed outside Normal Business Hours, provided that Breezy has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

3. Breezy will, as part of the Services and at no additional cost to the Customer, provide the Customer with Breezy's standard customer support services during Normal Business Hours in accordance with Breezy's Support Services Policy in effect at the time that the Services are provided. Breezy may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Breezy's then current rates.

4. Data protection

1. Breezy and the Customer may share Personal Data relating to Contacts for the Permitted Purposes.  Each party will Process personal data shared between the parties pursuant to this agreement as an independent controller strictly for the purposes stated in the Platform Documentation .  
2. Each party undertakes that it will comply with Applicable Data Protection Law at all times during the term of the Agreement, which will include: (i) Processing the Data in compliance with Applicable Data Protection Laws and (ii) providing Data Subjects with all the information required pursuant to Applicable Data Protection Laws to ensure that they understand how their Personal Data will be Processed by that party.
3. Breezy will have in place appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by its processing of the Personal Data that are under its control, in particular against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.
4. The parties agree that each will maintain its own contact point for Data Subjects and that each party will make all reasonable efforts to assist the other in complying with requests from Data Subjects to exercise their rights under Applicable Data Protection Laws.
5. Each Party agrees to provide such reasonable assistance as is necessary to the other to enable the other party to comply with any Data Subject Rights Exercise (whether in relation to access to Personal Data, rectification, restrictions on Processing, erasure or portability or any other right) and to respond to any other queries or complaints from Data Subjects in accordance with the Applicable Data Protection Laws.
6. The Customer understands that in providing the Services and supplying the Customer with Breezy Data, Breezy maintains enduring data protection obligations to the Data Subjects whose personal data may form part of the Breezy Data (depending on the Services used by the Customer).  Accordingly, the Customer undertakes to abide by the limits on permissible use of the Breezy Data set out in the Platform Documentation in particular:

1. the prohibition upon the Customer re-selling Breezy Data or making it available for use by a third party other than a person with User Status;
2. not using the Breezy Data, directly or indirectly, as a primary source of training, fine-tuning, or otherwise enhancing Large Language Models (LLMs) or any other Artificial Intelligence (AI) platforms developed or used by Customer. This restriction applies to all Breezy Data, regardless of whether it is obtained during the term of this agreement or prior to it. Customer shall take all reasonable measures to prevent the use of Breezy Data in a manner that would contribute to the training or improvement of LLMs or AI platforms; and
3. immediately to cease use of any Personal Data upon notification by Breezy (by way of the lead being tagged with a “opted-out” label in the platform) that that Data Subject objects to use of his/her personal data in the manner contemplated by this agreement.

7. Breezy has implemented stringent Data Protection Policies in relation to the provision of Contact information. Contacts are issued an opt-out notice prior to their details being uploaded into the Breezy platform and provided to a customer.
8. Where a Data Subject opts-out, the applicable Contact Credit will be refunded to the Customer account.  The Customer accepts liability for any use of details of a Data Subject after receipt of notification of opt-out.

5. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Breezy makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Breezy. Breezy recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Breezy does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. Breezy's obligations

1. Breezy undertakes that the Services and the Add-Ons will be performed substantially in accordance with the Platform Documentation and with reasonable skill and care.
2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services and/or Add-Ons contrary to Breezy's instructions, or modification or alteration of the Services and/or Add-ons by any party other than Breezy or Breezy's duly authorised contractors or agents. If the Services and/or Add-Ons do not conform with the foregoing undertaking, Breezy will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
3. Breezy:

1. does not warrant that:

1. the Customer's use of the Services will be uninterrupted or error-free; or
2. that the Services, Add-Ons, Platform Documentation and/or Breezy Data will meet the Customer's requirements;
3. Each Contact will be complete and accurate; or the Software or the Services will be free from Vulnerabilities or Viruses; or
4. the Software, Platform Documentation , Add-Ons or Services will comply with any Heightened Cybersecurity Requirements.

2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services, Add-Ons and Platform Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. is under no obligation to provide any Add-On, Ecosystem, Search or Contact until it has been paid in full for that Ecosystem, Search or Contact.

4. This agreement shall not prevent Breezy from entering into similar agreements with third parties, or from independently developing, using, selling or licensing Platform Documentation , products and/or services which are similar to those provided under this agreement.
5. Breezy warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
6. Breezy shall keep the Customer Data secure but shall otherwise be under no obligation to prevent the loss, destruction, alteration or disclosure of Customer Data.
7. Breezy shall follow its archiving procedures for Breezy Data as set out here (https://breezy.io/privacy). In the event of any loss or damage to Searches, the Customer's sole and exclusive remedy against Breezy shall be for Breezy to use reasonable commercial endeavours to restore the lost or damaged Search results from the latest back-up of such Search maintained by the Supplier.

7. Customer's obligations

1. The Customer shall:

1. provide Breezy with:

1. all necessary co-operation in relation to this agreement; and
2. all necessary access to such information as may be required by Breezy;

in order to provide the Services and/or the Add-Ons, including but not limited to Customer Data, security access information and configuration services;

2. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Breezy may adjust any agreed timetable or delivery schedule as reasonably necessary;
4. ensure that the Authorised Users use the Services and the Platform Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Breezy, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
6. ensure that its network and systems comply with the relevant specifications provided by Breezy from time to time; and
7. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Breezy's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

2. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8. Charges and payment

1. The Customer shall pay the Fees to Breezy in advance in accordance with this clause 8 and the Payment Details.
2. If the Payment Details comprise:

1. credit card details, the Customer hereby authorises Breezy to bill such credit card:

1. on or after the first day of the new subscription period for that period’s subscription Fees;
2. on the parties agreeing in writing the addition of an Ecosystem or Ecosystems, a change in the Services Plan, or provision of any Searches or Contacts in excess of a previous Agreed Threshold or for any ‘Bolt On’ Contract Credit (as defined in the Platform Documentation ).

1. purchase order information, Breezy shall invoice the Customer:

1. 14 days prior to the commencement of the next subscription period;
2. on request by the Customer by way of Order Form, any pro-rata increase in the subscription Fee as a result of a change in the Services Tier during the applicable period; and any amounts due under the Services Plan for any Search or Contact made by the Customer in excess of the Agreed Threshold or for any ‘Bolt On’ Contract Credit (as defined in the Platform Documentation ) requested by the Customer, each in the applicable period and the Customer shall pay each invoice within 14 days after the date of such invoice.

3. If Breezy has not received payment by the due date, and without prejudice to any other rights and remedies of Breezy:

1. may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Breezy shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Breezy's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.

4. All amounts and fees stated or referred to in this agreement:

1. shall be payable in pounds sterling;
2. are non-cancellable and non-refundable;
3. are exclusive of value added tax, which shall be added to Breezy's invoice(s) at the appropriate rate.

5. Breezy shall be entitled to increase the Fees on or around each anniversary of the Effective Date upon 45 days' prior notice to the Customer.

9. Proprietary rights

1. The Customer acknowledges and agrees that Breezy and/or its licensors own all intellectual property rights in the Services, the Add-Ons the Breezy Data and the Platform Documentation . Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Breezy Data or the Platform Documentation .
2. Breezy confirms that it has all the rights in relation to the Services, Add-Ons, the Breezy Data and the Platform Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

1. Where the Services are provided as part of a free trial, the Customer has no right to copy or use Breezy Data.

3. The Customer grants to Breezy a non-exclusive licence to use the Customer’s name and logo to identify the Customer as a Breezy customer and any feedback provided by the Customer in respect of the Services and/or the Add-Ons.

10. Confidentiality and compliance with policies

1. Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this agreement, including but not limited to:

1. any information that would be regarded as confidential by a reasonable business person;
2. any information developed by the parties in the course of carrying out this agreement and the parties agree that:

1. Breezy Data shall constitute Breezy Confidential Information; and
2. Customer Data shall constitute Customer Confidential Information;

2. Each party shall keep the other party's Confidential Information secret and confidential and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement.
3. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
4. In performing its obligations under this agreement the Customer shall comply with the Mandatory Policies.

11. Indemnity

1. The Customer shall defend, indemnify and hold harmless Breezy against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, Add-Ons, Breezy Data and/or Platform Documentation except to the extent that they result from Breezy’s failure to provide the Services and/or the Add-Ons in accordance with the provisions of this agreement, provided that:

1. the Customer is given prompt notice of any such claim;
2. Breezy provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
3. the Customer is given sole authority to defend or settle the claim.

2. Breezy shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Platform Documentation in accordance with this agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, provided that:

1. Breezy is given prompt notice of any such claim;
2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Breezy in the defence and settlement of such claim, at Breezy's expense; and
3. Breezy is given sole authority to defend or settle the claim.

3. In the defence or settlement of any claim, Breezy may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
4. In no event shall Breezy, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

1. a modification of the Services, Add-Ons, Breezy Data or Platform Documentation by anyone other than Breezy; or
2. the Customer's use of the Services, Add-Ons, Breezy Data or Platform Documentation in a manner contrary to the instructions given to the Customer by Breezy; or
3. the Customer's use of the Services, Add-Ons, Breezy Data or Platform Documentation after notice of the alleged or actual infringement from Breezy or any appropriate authority.

5. The foregoing and clause 12.3(b) state the Customer's sole and exclusive rights and remedies, and Breezy's (including Breezy's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. Limitation of liability

1. Except as expressly and specifically provided in this agreement:

1. the Customer assumes sole responsibility for results obtained from the use of the Services, Add-Ons, Breezy Data and the Platform Documentation by the Customer, and for conclusions drawn from such use. Breezy shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Breezy by the Customer in connection with the Services and/or the Add-Ons, or any actions taken by Breezy at the Customer's direction;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
3. the Services and the Platform Documentation are provided to the Customer on an "as is" basis.

2. Nothing in this agreement excludes the liability of Breezy:

1. for death or personal injury caused by Breezy's negligence; or
2. for fraud or fraudulent misrepresentation.

3. Subject to clause 12.1 and clause 12.2:

1. Breezy shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
2. Breezy's total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid for during the 12 months immediately preceding the date on which the claim arose.

13. Term and termination

1. This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue until terminated by either party giving written notice to the other party, such notice to take effect prior to or at the end of the Trial Period or the current Services Period.

2. On expiry of notice served under clause 13.1:

1. all licences granted under this agreement shall terminate and the Customer shall immediately cease all use of the Services, the Searches and/or the Platform Documentation ;
2. each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; and
3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.

15. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Waiver

1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18. Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

19. Entire agreement

1. This agreement and the Mandatory Policies constitute the entire agreement between the parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
4. Nothing in this clause shall limit or exclude any liability for fraud.

20. Assignment

1. The Customer shall not, without the prior written consent of Breezy, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
2. Breezy may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

21. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. Third party rights

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

23. Notices

1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by email to the address provided by each party to the other on subscription for the Services (or an address substituted in writing by the party to be served).
2. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

25. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) provided that either party may enforce any judgement of the courts of England and Wales in the courts of any jurisdiction.