Master Subscription Agreement

Version Number: 2.0.0 Effective Date: May 11th 2023

This Master Subscription Agreement (as amended from time to time in accordance with clause ‎17) (“MSA”) and the Order Form governs Trelica’s provision of the Services, the Documentation, and any Professional Services to the Customer, as set forth in an applicable Order Form executed between Trelica Limited (“Trelica”) and the entity identified as the customer in any Order Form (the “Customer”) (each a “Party” and collectively, the “Parties”).

By executing or signifying acceptance of an Order Form (whether electronically, or physically) that incorporates this MSA by reference, the Customer agrees to the terms of this MSA (as incorporated by reference in the Order Form). If the individual executing or signifying acceptance of the Order Form for the Customer is executing or signifying acceptance on behalf of a company or other legal entity, such individual represents that they have the authority to bind such company or legal entity.

1. Definitions and Interpretation

1.1 Schedule ‎1 shall apply in interpreting and understanding this Agreement.

1.2 Schedule ‎2 shall apply, in addition to these terms, to Trial Subscriptions.

2. Grant of Rights

2.1 Subject to the Customer purchasing or, in the case of Trial Subscriptions, being granted the Subscriptions and the Customer’s compliance with the provisions of the Agreement, Trelica grants to the Customer a non-exclusive, non-transferable right (without the right to grant sublicenses) to permit the Authorised Users to use the Services and the Documentation during the Subscription Term (and only through https://app.trelica.com/ or https://eu.trelica.com).

2.2 The Customer is prohibited from using the Services to provide any service to any third party.

2.3 The Customer undertakes that it will (a) ensure adherence of all Authorised Users to the Agreement and the Acceptable Use Policy and that the Authorised Users will only use the Services and Documentation in accordance with the Agreement, Documentation and any reasonable Trelica instructions; and (b) will not permit any unauthorised use of or access to the Services.

2.4 Trelica may suspend access to the Services without incurring any resulting obligation or Liability except to the extent set out in clause ‎2.6:

2.4.1 if Trelica reasonably determines that:

2.4.1.1 there is a threat or attack on the Services;

2.4.1.2 the Customer’s or any Authorised User’s use of the Services disrupts or poses a security risk to Trelica, or any other customer or vendor of Trelica;

2.4.1.3 the Customer, or any Authorised User, is using the Services for fraudulent or illegal activities or Trelica’s provision of the Services to the Customer or any Authorised User is prohibited by applicable law;

2.4.1.4 the Customer’s, or any Authorised User’s, use of the Services is in breach of any API Provider Terms;

2.4.1.5 the Customer and/or any Authorised User is in breach of the Agreement; or

2.4.1.6 any vendor of Trelica has suspended or terminated Trelica’s access to or use of any other third party services or products required to enable Trelica to provide, or the Customer to access the Services.

2.5 Trelica shall use reasonable efforts to provide written notice of any Suspension and to provide updates regarding resumption of access. Access to the Services will resume as soon as reasonably possible after the event giving rise to the Suspension is rectified.

2.6 Where a Suspension of 30 days or less occurs that is not a Customer Caused Suspension, Trelica will pay the Customer Service Credits for the duration of the Suspension. Where a Suspension of more than 30 days occurs that is not a Customer Caused Suspension, Trelica will refund the Customer any fees paid for the suspended Services for the period of the relevant Suspension. Subject to Section ‎12.2, Trelica will have no Liability except as expressly set out in this Section ‎2.6 for any Service Credits, damage, liabilities, losses (including any loss of data or profits), expenses, or any other consequences that the Customer or the Authorised Users may incur as a result of a Suspension. Section ‎2.4 and this Section ‎2.6 do not limit any of Trelica’s other rights or remedies, whether at law, in equity, under the Agreement or otherwise arising.

2.7 Trelica reserves the right to charge the Customer, and the Customer agrees to pay, any reasonable costs incurred by Trelica in resuming the provision of access to the Services following a Customer Caused Suspension.

3. Beta Services

3.1 Trelica may make Beta Services available to the Customer at no charge for trial purposes. Beta Services are not supported and may be subject to supplemental terms. Trelica may discontinue Beta Services at any time and may never make them generally available.

3.2 Beta Services are not considered “Services” under this Agreement; however, all restrictions, Trelica’s reservation of rights and the Customer’s obligations concerning the Service, and use of any Non-Trelica Content and API Services shall apply equally to the Customer’s use of Beta Services.

3.3 Subject to clause ‎12.2, Trelica will have no Liability for any harm or damage arising out of or in connection with a Beta Service.

4. Customer Data

4.1 Trelica shall not own any rights, title and interest in and to any Customer Data as a consequence of entering into and performing its obligations under this Agreement.

4.2 The Services may enable Authorised Users to submit, or display Customer Data to a third party system. The Customer acknowledges that Trelica does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, reliability or other attributes of any Customer Data and Trelica has no obligation to preview, verify, flag, modify, filter or remove any Customer Data.

4.3 The Customer is solely responsible for determining and verifying the legality, reliability, integrity, accuracy, quality and suitability of any Customer Data for its intended use by the Customer (including any necessary testing) prior to using it and Trelica has no responsibility for the aforementioned.

4.4 Trelica may, in its sole discretion remove, disable or restrict access to any Customer Data that is considered harmful, unlawful or otherwise objectionable, or where a third party requests removal or where Trelica reasonably believes it may violate applicable law or third party rights.

4.5 The Customer agrees that Trelica: (i) may generate aggregate and anonymised information from Customer Data or from the Customer’s use of the Services (“Aggregate Data”); (ii) may combine Aggregate Data with information of other customers and other aggregated data; and, (iii) will own and be entitled to use such Aggregate Data at its sole discretion.

4.6 Trelica shall follow its archiving procedures for Customer Data as set out in its Backup Policy. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Trelica shall be for Trelica to restore the lost or damaged Customer Data from the latest backup of such Customer Data maintained by Trelica in accordance with the archiving procedure described in its Backup Policy.

4.7 Trelica shall not be responsible for:

4.7.1 any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Trelica to perform services related to Customer Data maintenance and backup for which it remains liable subject to the limits and exclusions of liability set out in this MSA); or

4.7.2 any failures or delays in removing, disabling or restricting access to any Customer Data, (unless otherwise provided herein).

4.8 Trelica shall, in providing the Services, comply with its Privacy Policy, Backup Policy and Security Practices.

4.9 The Parties acknowledge that if Trelica processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the terms of Trelica’s Data Processing Agreement shall apply.

5. Non-Trelica Content and API Services

5.1 The Services may contain links to and content from third party websites, applications and services, and content actively made available by a third party using the Services itself (“Non-Trelica Content”). The Services may also contain the ability for the Customer to access, utilise and/or make changes to the Services from a third party system or to a third party system from the Service, made available by a third party through an API (“API Services”). API Services exclude any part of the Services that facilitates the connection to an API.

5.2 Subject to Section ‎12.2, the Customer agrees that:

5.2.1 Non-Trelica Content are provided solely as a convenience on an ‘as is, where is’ basis;

5.2.2 the Customer’s use of Non-Trelica Content will be subject to any terms applicable to such Non-Trelica Content;

5.2.3 Trelica has no responsibility for the content or availability of any Non-Trelica Content or API Services and Trelica does not review, test or attempt to verify the accuracy or currency of any Non-Trelica Content or any API Services;

5.2.4 Trelica does not endorse, support, represent or guarantee the completeness, truthfulness or any Non-Trelica Content or the accuracy, reliability, timeliness or other attributes of Non-Trelica Content or any API Services;

5.2.5 the customer’s use of any API Service will be subject to any applicable API Provider Terms and the Customer having in place appropriate rights to access such API Service in accordance with those terms and where required by the applicable API Service, the Customer granting any applicable permissions necessary for the operation of the Service.

5.3 In respect of API Services, the Customer represents, warrants and undertakes to Trelica that:

5.3.1 it shall at all times comply with (and shall procure the compliance of its Authorised Users with) API Provider Terms;

5.3.2 its (and any Authorised Users’) use of any API through or in connection with the Services shall not place Trelica or any of Trelica’s suppliers in breach of any API Provider Terms.

6. Trelica's Obligations

6.1 Subject to the terms of the Agreement, Trelica will:

6.1.1 during the Subscription Term, provide the Services and make available the Documentation, to the Customer in accordance with the terms of the Agreement; and

6.1.2 use reasonable endeavours to provide the Services in accordance with the Service Level Agreement. Trelica’s sole and exclusive Liability for breach of this clause will be the issue of Service Credits.

6.2 Trelica will be relieved from any of its obligations under the Agreement to the extent that Trelica’s failure to meet any or any part of its obligations are caused by (i) use of the Services contrary to Trelica’s instructions, or (ii) any API Service.

6.3 Trelica does not warrant that the Customer’s use of the Services will be uninterrupted or error-free and 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 any API Services, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7. Customer's Obligations

7.1 The Customer shall:

7.1.1 provide Trelica with all reasonably required co-operation in relation to the Agreement and all necessary access to such information as may reasonably be required by Trelica in order to enable Trelica to discharge its obligations under the Agreement;

7.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

7.1.3 be directly responsible and liable for any Authorised User’s breach of the Agreement or Acceptable Use Policy;

7.1.4 obtain and shall maintain all necessary licenses, consents, and permissions necessary for Trelica, its contractors and agents to perform Trelica’s obligations under this Agreement;

7.1.5 ensure that its network and systems comply with the Minimum Requirements for Using Trelica as updated from time to time;

7.1.6 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 the Services, 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.

7.2 If the Customer becomes aware of any misuse or unauthorised use of the Software, Services or the Documentation, or any security breach in connection with the Agreement that could compromise the security or integrity of the Software, Services or the Documentation or otherwise adversely affect Trelica, the Customer shall, at its expense, immediately notify Trelica and fully co-operate with Trelica to remedy the issue as soon as reasonably practicable.

8. Charges & Payment

8.1 The Customer agrees to pay Trelica all Subscription Fees detailed in any applicable Order Form in accordance with the Order Form, and acknowledges that Trelica may verify the Customer’s use of the Services to calculate the Subscription Fees due.

8.2 If Trelica has not received payment within the due date of any fees that are not the subject of a bona fide dispute in accordance with ‎8.3, and without prejudice to any other rights and remedies of Trelica:

8.2.1 Trelica may suspend access to all or part of the Services and Trelica shall be under no obligation to provide any or all of the Services while such fees remain unpaid; and

8.2.2 interest may accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank UK Plc from time to time until such fees are fully paid.

8.3 If the Customer believes in good faith that Trelica has invoiced them incorrectly, the Customer must contact Trelica no later than 30 days after the date of invoice and provide details of the amount it believes should have been invoiced, in order to receive an adjustment or credit. In such case, Trelica will provide all information as may be reasonably necessary to verify the amount to be invoiced, and within 5 days of receipt of such information, the Customer shall then pay to Trelica the amounts due.

9. Proprietary Rights

9.1 Without prejudice to clause ‎4, the Customer acknowledges and agrees that Trelica and/or its licensors own all intellectual property rights in, or arising from the performance of, the Services, the Professional Services (if any) and the Documentation and 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 licenses in respect of the Services or the Documentation, except as expressly stated herein.

9.2 Trelica confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9.3 The Customer grants, and procures that each Authorised User grants to Trelica a non‑assignable, non‑exclusive, world-wide, irrevocable royalty free license to use Customer Data and any other materials provided to Trelica including through use of the Services solely in connection with the performance of, and to the extent required to perform, the Services during the Subscription Term.

9.4 The Customer grants Trelica an irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any feedback on the Services for any purpose without any obligation or compensation.

10. Confidentiality

10.1 Each Party may be given access to Confidential Information of the other Party and its Affiliates in order to perform its obligations under this Agreement. A Party’s Confidential Information shall not be deemed to include information that:

10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

10.1.2 was in the other Party’s lawful possession before the disclosure;

10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

10.1.4 is demonstrably independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

10.2 Subject to clause ‎10.3, each Party shall hold the other Party’s and its Affiliates’ Confidential Information in confidence and not make such Confidential Information available to any third party, and take all reasonable steps to ensure such Confidential Information is not disclosed or distributed by its employees or agents, or use such Confidential Information, for any purpose other than the implementation or performance of this Agreement.

10.3 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 and, where notice of disclosure is not prohibited and is given in accordance with this clause ‎10.3, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

11. Indemnity

11.1 The Customer shall defend, indemnify and hold harmless Trelica against claims, actions, proceedings, losses (including all direct, indirect and consequential losses), damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

11.1.1 the Customer’s use of, access to, or interaction with the Services, Non-Trelica Content, API Services and/or Documentation that is not in accordance with the Agreement; and/or

11.1.2 any claim brought or threatened by an Authorised User against Trelica.

11.2 Trelica shall:

11.2.1 give the Customer prompt notice of any claim under clause ‎11.1; and

11.2.2 provide reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense.

11.3 Subject to clause ‎11.6, Trelica shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation (in each case excluding Non-Trelica Content or API Services) in accordance with the Agreement infringes any copyright, registered trade mark, database right, registered design or registered patent of such claimant party in the United Kingdom on the Effective Date, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

11.3.1 Trelica is given prompt notice of any such claim;

11.3.2 the Customer provides reasonable co-operation to Trelica in the defence and settlement of such claim, at Trelica’s expense;

11.3.3 the person against whom the claim is made does not make any admission of liability or otherwise prejudice the claim without the written consent of Trelica; and

11.3.4 Trelica is given sole authority to defend or settle the claim.

11.4 In the defence or settlement of any claim, Trelica may procure the right for the Customer to continue using the Services, or replace or modify the Services so that they become non-infringing.

11.5 If neither of the options set out in clause ‎11.4 can be accomplished on reasonable terms for Trelica, then Trelica may cease provision of the affected Services or require the Customer by notice to stop using the affected Services. Trelica will not be obliged to refund any Subscription Fees that have been paid for the period following the cessation of the use of the Services.

11.6 In no event shall Trelica, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

11.6.1 the Customer’s use of the Services or Documentation in a manner contrary to the Agreement (including without limitation as a result of any breach by the Customer of its obligations set out in clause ‎2 or clause ‎5) or the instructions given to the Customer by Trelica;

11.6.2 the Customer’s use of any Non-Trelica Content or API Services (whether or not in accordance with the terms of clause ‎5 and the remainder of the Agreement); or

11.6.3 the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Trelica, the Party claiming infringement, or any appropriate authority.

11.7 Subject to Section ‎12.2, the foregoing and clause ‎11.4 state the Customer’s sole and exclusive rights and remedies, and Trelica’s (including Trelica’s employees’, agents’ and sub-contractors’) entire obligations and Liability, for infringement of any patent, copyright, trade mark, database right, right of confidentiality or other intellectual property right.

12. Limitation of Liability

12.1 Except as expressly and specifically provided in this Agreement and subject to clause ‎12.2:

12.1.1 without prejudice to clause ‎5, the Customer assumes sole responsibility for results obtained from the use of the Services (inclusive of Non-Trelica Content), API Services and the Documentation by or on behalf of the Customer (including all Authorised Users), and for conclusions drawn from such use;

12.1.2 Trelica shall have no Liability for any damage caused by errors or omissions in any information or instructions provided to Trelica by or on behalf of the Customer in connection with the Services, or any actions taken by Trelica at the Customer’s direction; and

12.1.3 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

12.1.4 the Services and the Documentation are provided to the Customer on an “as is” basis.

12.2 Nothing in this Agreement excludes or limits any Liability of either Party:

12.2.1 for death or personal injury caused by its negligence;

12.2.2 for fraud or fraudulent misrepresentation;

12.2.3 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its Liability.

12.3 Subject to clause ‎12.1 and clause ‎12.2 (and, in the case of any Trial Subscriptions, the provisions in Schedule ‎2):

12.3.1 neither Party will have any Liability for any (i) loss of profits, loss of business, loss of contracts, depletion of goodwill and/or similar losses or loss or corruption of data or information that would not otherwise be avoidable by the proper performance of Trelica of its obligations (including those of the Backup Policy) under this Agreement, or pure economic loss (in each case whether direct or indirect), or (ii) special, indirect or consequential loss, costs, damages, charges or expenses, in each case however arising under this Agreement;

12.3.2 and subject to clause ‎12.3.1, each Party’s maximum aggregate Liability arising out of or in connection with the performance, non-performance or any act, error, or omission in the performance or non-performance of the obligations set out in clauses ‎2.3, ‎5.3, ‎9.1, and ‎11.1 (“Specific Liabilities”) which arises from any Events which occur in any one Year, shall be limited to 200% of the total Subscription Fees paid or payable for the Services performed in such Year under the Order Form in respect of which such liabilities arise; and

12.3.3 and subject to clause ‎12.3.1, each Party’s maximum aggregate Liability (including in respect of the indemnity at clause ‎11.3) which arises from any Events which occur in any one Year, but excluding any Specific Liabilities, shall be limited to the Subscription Fees paid or payable for the Services performed in such Year under the Order Form in respect of which such liabilities arise.

13. Term & Termination

13.1 Except in the case of Trial Subscriptions where the provisions of Schedule ‎2 shall apply, the Subscription Term shall be as set out in the Order Form.

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

13.2.1 if the other Party fails to pay any amount due under this Agreement on the date such payment is due and remains in default not less than 60 days after being notified in writing to make such payment;

13.2.2 if the other Party commits a material breach of any other term of this Agreement which cannot be remedied or fails to remedy that breach within a period of 60 days after being notified in writing to do so;

13.2.3 if the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

13.2.4 in respect of Trial Subscriptions in accordance with paragraph ‎1.1.2 of Schedule ‎2.

13.3 On termination of this Agreement:

13.3.1 all rights and use of Services and Documentation under this Agreement shall immediately cease and terminate except those 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 which shall not be affected or prejudiced; and

13.3.2 Trelica will destroy or otherwise dispose of any of the personal data in the Customer Data in its possession in accordance with its Data Processing Agreement.

14. Publicity

Subject to the guidelines that the Customer gives Trelica for the use of the Customer’s logo, Trelica may identify the Customer on Trelica’s website and any other marketing materials, by name and by logo, as a customer of the Services.

15. Force Majeure

Trelica shall have no Liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, strikes, lock-outs or other industrial disputes (whether involving the workforce of Trelica or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or sub-contractors.

16. Conflict

16.1 To the extent there is any inconsistency or conflict between any of the provisions in the MSA, the Data Processing Addendum and the Order Form, the order of precedence will be as follows:

16.1.1 the Data Processing Addendum (highest priority);

16.1.2 the Order Form; and

16.1.3 MSA (lowest priority);

16.2 To the extent that Schedule ‎2 is applicable, then to the extent there is any inconsistency of conflict between the Schedule and the clauses in this MSA, then the Schedule will prevail.

17. Variation

17.1 Subject to clause ‎17.2, no variation of the Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

17.2 Trelica may modify the MSA from time to time by giving notice to the Customer through the Services, or through any other notice mechanism (including by email). Unless a shorter period is specified by Trelica, the modifications become effective upon the commencement of the first Renewal Period following such notice, or on entry into a new Order Form (whichever comes first). Trelica may specify that modifications to the MSA will take effect prior to the start of a Renewal Period and in that case, the Customer may notify Trelica by email to [e-mail] of its objection to the modifications within thirty (30) days of the date of such notice, and Trelica (at its option and as the Customer’s exclusive remedy) will either:

17.2.1 permit the Customer to continue under the existing version of the MSA until the next Renewal Period (after which time the modified Agreement will go into effect); or

17.2.2 allow the Customer to terminate the Agreement without refund.

17.3 Notwithstanding clause ‎17.2, Trelica agrees not to materially diminish the standards set out in the (i) Privacy Policy, (ii) Backup Policy, (iii) Security Practices and (iv) Data Processing Agreement during the Subscription Term.

18. Waiver

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights & 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.

20. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, and the Parties shall negotiate in good faith to agree to a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision or part-provision. This shall not affect the validity and enforceability of the rest of this Agreement.

21. Entire Agreement

21.1 The Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement or arrangement whether written or oral, relating to their subject matter. Nothing in this clause will be interpreted or construed as limiting or excluding the Liability of any person for fraud or fraudulent misrepresentation.

21.2 Each Party acknowledges that in entering into the 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 the Agreement.

21.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

22. Assignment

22.1 The Customer shall not, without the prior written consent of Trelica, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement except in connection with a solvent merger, acquisition, asset transfer or corporate reorganization.

22.2 Trelica 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 the Agreement.

23. No Partnership or Agency

Nothing in the 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, or grant the authority to act in the name or on behalf of or otherwise to bind the other party in any way.

24. Third Party Rights

The parties do not intend that any term of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.

25. Notices

Any notice required to be given under the Agreement to Trelica shall be in writing and delivered by email to [e-mail]. Any notice required to be given under the Agreement to the Customer shall be in writing and delivered to the email address set out in the Order Form as the address for notices or via the Services.

26. Governing Law & Jurisdiction

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 construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction over any such dispute or claim.

SCHEDULE 1 - Definitions & Interpretation

1.1 The following words and expressions have the following meanings:

Acceptable Use Policy: Trelica’s acceptable use policy, available on https://legal.trelica.com/acceptable-use as updated from time to time.

Affiliate: in respect of a Party, any persons that Control, are Controlled by or are under common Control with that Party from time to time and for this purpose Control means, in relation to a person, the power (whether direct or indirect) to direct or cause the direction of its affairs, whether by means of holding shares, possessing voting power, exercising contractual powers or otherwise and Controlled will be construed accordingly.

Aggregate Data: has the meaning set out in clause 4.5 of the MSA.

Agreement: together, the MSA, and any applicable Order Form(s).

API: an application programming interface which the Customer can utilise to connect the Services with its (or its third party provider’s) systems.

API Provider Terms: means any licence or other terms, issued by a third party provider of any API from time to time, governing any connection that the Customer elects to connect with the Services.

API Services: has the meaning set out in clause 5.1 of the MSA.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

Backup Policy: Trelica’s back up policy, available on https://legal.trelica.com/backup-policy as updated from time to time subject to clause ‎17.3.

Beta Services: means a beta or pilot version of the Services (or any part of such), which is not a final release and which may exhibit errors or other inconsistencies, that Trelica designates as ‘beta’, ‘early adopter’ or ‘non generally available.’

Confidential Information: information that is proprietary or confidential and is either (i) clearly labelled as such or (ii) information that a reasonable person would consider confidential given the nature of the information or the circumstances of disclosure.

Customer: has the meaning set out in the opening paragraph of this Master Subscription Agreement.

Customer Caused Suspension: any Suspension that is caused or contributed to (in whole or in part) by the Customer or any Authorised User.

Customer Data: the data inputted by the Customer, Authorised Users, or Trelica on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Data Processing Agreement: Trelica’s data processing addendum available on https://legal.trelica.com/data-processing-agreement as updated from time to time subject to clause ‎17.3.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Documentation: the online knowledge base and help documentation explaining how the Software works, as available via the Services and updated by Trelica from time to time. Documentation does not include white papers, case studies, community forums or marketing materials.

Effective Date: the date that the Customer enters into an Order Form (either by signing or signifying its acceptance to such Order Form, or by signing up to a Trial Subscription) or such other date specified as such in the Order Form.

Event: an act, event, omission or circumstance.

Initial Subscription Term: the initial term of the Agreement as set out in the Order Form.

Liability: liability arising out of or in connection with this Agreement and/or any Order Form, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under this Agreement, in each case howsoever caused including if caused by negligence.

Managed Identities: the identities sourced from the Customer-nominated identity provider(s) connected to the Services and elected as relevant to the scope of the Services using the method specified in the Order Form (including but not limited to employees or contractors).

MSA: has the meaning set out in the opening paragraph of this Master Subscription Agreement.

Non-Trelica Content: has the meaning set out in clause 5.1 of the MSA.

Order Form: means the order, in the form prescribed by Trelica, submitted by the Customer for use of the Services and accepted by Trelica and which incorporates this MSA. In relation to a Trial Subscription, the sign up page for such Trial Subscription constitutes the applicable Order Form.

Privacy Policy: Trelica’s privacy policy, as available on https://legal.trelica.com/privacy-policy as updated from time to time subject to clause ‎17.3.

Professional Services: means the professional services (such as configuration, consulting and training), if any, to be delivered by Trelica to the Customer as specified in the Order Form in accordance with the Agreement (inclusive of the Professional Services Terms that are set out in the Order Form).

Renewal Period: the period set out in the Order Form as a renewal period which operates as described in the Order Form.

Security Practices: Trelica’s security practices, as available on https://legal.trelica.com/security-practices as updated from time to time subject to clause ‎17.3.

Service Credits: the service credits calculated in accordance with the Service Level Agreement.

Services: the subscription services provided by Trelica to the Customer under this Agreement via https://app.trelica.com or https://eu.trelica.com or any other website specified in the applicable Order Form.

Service Level Agreement: Trelica’s commitments in relation to the uptime and availability of the Services, as available on https://legal.trelica.com/service-level-agreement and as may be updated from time to time subject to clause ‎17.3.

Software: the online software components provided by Trelica as part of the Services as set out in the Order Form.

Specific Liabilities: has the meaning set out in clause 12.3.2 of the MSA.

Subscription Fees: the subscription fees payable by the Customer to Trelica for the use of the Services, as set out in an Order Form.

Subscription Rate: the price for use of the Services per Managed Identity, per year, for a Subscription Term as set out in the Order Form.

Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods as set out in an Order Form.

Subscriptions: the subscriptions for the Managed Identities granted to the Customer pursuant to the Order Form which entitles Customer to access and use the Services and Documentation in accordance with the Agreement for such Managed Identities.

Suspension: a suspension of all or part of the Software or any Services in accordance with clause ‎2.4 of this MSA.

Trelica: has the meaning set out in the opening paragraph of this Master Subscription Agreement.

Non-Trelica Content: has the meaning given to it in clause ‎5.1.

Trial Subscription: a subscription for Managed Identities granted to the Customer on a trial basis by Trelica.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

Year: any period of 12 consecutive months commencing on the Effective Date or any anniversary of such Effective Date.

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

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

1.4 Unless the context otherwise requires:

1.4.1 words in the singular shall include the plural and in the plural shall include the singular;

1.4.2 reference to one gender shall include a reference to the other genders; and

1.4.3 reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Save as specified elsewhere in this Agreement:

1.5.1 reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement;

1.5.2 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; and

1.5.3 reference to writing or written includes e-mail but excludes fax and any other methods of electronic messaging.

1.6 Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.

1.7 References to clauses and schedules in this MSA are to the clauses and schedules of this MSA; references to paragraphs are to paragraphs of the relevant schedule to this MSA.

1.8 References to the Agreement are references to the MSA, the Data Processing Addendum and any applicable Order Form(s) as varied from time to time in accordance with clause ‎17.

SCHEDULE 2 - Trial Subscription Terms

1.1 The following terms apply to Trial Subscriptions only:

1.1.1 the Customer acknowledges that a Trial Subscription is granted solely for the purpose of permitting the Customer to evaluate the Services;

1.1.2 a Trial Subscription is granted solely and may be refused, or terminated at any time by Trelica, at Trelica’s discretion;

1.1.3 Trial Subscriptions are not renewable and clause ‎13.1 will not apply to Trial Subscriptions;

1.1.4 the Service Level Agreement and Service Credits will not apply to Trial Subscriptions;

1.1.5 any variations pursuant to clause ‎17 made during a Trial Subscription will take effect immediately on notice to the Customer;

1.1.6 any Customer Data, and any configurations or customisations made to the Services during a Trial Subscription will be permanently lost at the end of a Trial Subscription unless an Order Form is entered into for the continued use of the Services;

1.1.7 Subject to clause ‎12.2, Trelica’s total aggregate liability in contract (including in respect of the indemnity at clause ‎11.3), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of a Trial Subscription shall be limited to £1.00 (One Pound Sterling); and

1.1.8 the Customer may enter into an Order Form at any time following the end of the Trial Subscription and any use of the Services following the entry of such Order Form will be subject to the terms of the new Order Form.

For Customers who signed up to the now archived version 1.0.0 of the Master Subscription Agreement: subject to clause 19.1 of the prior version, and unless explicitly varied in an Order Form, this version 2.0.0 automatically replaces the prior version at the start of the next Renewal Period.