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NOTICE: The Client's attention is particularly drawn to the limitation of liability provisions of clause 12.
1.1 Definitions. In this agreement, the following definitions apply:
Authorised Users: those employees, agents and independent contractors of the Client who are nominated by the Client as the persons authorised to use the Platform as set out in this agreement.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Client: the person, firm or company identified in the Proposal as the Client.
Client Data: the data inputted by the Client, Authorised Users, or Sixty Seconds on the Client's behalf for the purpose of using the Platform or facilitating the Client's use of the Platform.
Commencement Date: as agreed between Sixty Seconds and the Client or, if no date is agreed, the date on which the Client’s subscription to the Platform is activated.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.
Deliverables: the deliverables set out in the Proposal produced by Sixty Seconds for the Client.
Force Majeure Event: has the meaning given to it in clause 15.1.
Initial Subscription Term: the initial term of this agreement as set out in the Proposal.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Platform: the subscription services provided by Sixty Seconds to the Client under this agreement via app.sixtyseconds.video or such other website address or application as Sixty Seconds may nominate for such purpose from time to time.
Proposal: a proposal provided by Sixty Seconds to the Client (if any), summarising the Client’s requirements and Sixty Seconds’ recommendations in respect of the Platform and any Deliverables.
Renewal Period: the renewal period described in clause 13.1.
Set-Up Charges: the set-up charges set out in the Proposal, payable by the Client for the initial set-up of the Platform in accordance with clause 8.
Sixty Seconds: Sixty Seconds Limited incorporated and registered in England and Wales with company number 09723940 whose registered office is at Framework, 35 King Street, Bristol BS1 4DZ.
Sixty Seconds Materials: has the meaning set out in clause 6.1(k).
Software: the online software applications provided by Sixty Seconds as part of the Platform.
Subscription Fees: the subscription fees set out in the Proposal, payable by the Client to Sixty Seconds for the User Subscriptions in accordance with clause 8.
Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
User Subscriptions: the user subscriptions purchased by the Client pursuant to clause 8.1 which entitle Authorised Users to access and use the Platform in accordance with this agreement.
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 re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
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 construed accordingly.
1.2 Construction. In this agreement, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes e-mails but not faxes.
3.1 Subject to the Client purchasing the User Subscriptions in accordance with this agreement, the restrictions set out in this clause 3 and the other terms of this agreement, Sixty Seconds hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Platform during the Subscription Term solely for the Client's internal business operations. For the avoidance of doubt, the Client’s internal business operations shall include internal communications and external marketing activities.
3.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Software must not exceed the number of User Subscriptions it has purchased from time to time;
(b) it shall not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User must no longer have any right to access or use the Software;
(c) each Authorised User must keep a secure password for his or her use of the Software, that such password must be changed no less frequently than quarterly and that each Authorised User must keep his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Sixty Seconds within 5 Business Days of Sixty Seconds' written request at any time;
(e) it shall permit Sixty Seconds to audit the Platform in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at Sixty Seconds' expense, and this right must be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(f) if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Sixty Seconds' other rights, the Client shall promptly disable such passwords and Sixty Seconds shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 3.2(e) reveal that the Client has underpaid Subscription Fees to Sixty Seconds, then without prejudice to Sixty Seconds' other rights, the Client shall pay to Sixty Seconds an amount equal to such underpayment as calculated in accordance with the prices set out in the Proposal within 10 Business Days of the date of the relevant audit.
3.3 The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property,
and Sixty Seconds reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.
3.4 The Client shall not:
(a) 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:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Platform in order to build a product or service which competes with the Platform; or
(c) use the Platform to provide services to third parties; or
(d) subject to clause 16.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Authorised Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as provided under this clause 3.
3.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Sixty Seconds.
3.6 The rights provided under this clause 3 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise specified in the Proposal.
4.1 Subject to clause 4.2 and clause 4.3, the Client may, from time to time during the Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Proposal and Sixty Seconds shall grant access to the Platform to such additional Authorised Users in accordance with the provisions of this agreement.
4.2 If the Client wishes to purchase additional User Subscriptions, the Client shall notify Sixty Seconds in writing. Sixty Seconds shall evaluate such request for additional User Subscriptions and respond to the Client with approval or rejection of the request. Where Sixty Seconds approves the request, Sixty Seconds shall use its reasonable endeavours to activate the additional User Subscriptions within 10 Business Days of its approval of the Client's request (Activation Date).
4.3 If Sixty Seconds approves the Client's request to purchase additional User Subscriptions, the Client shall, within 30 days of the Activation Date, pay to Sixty Seconds the relevant fees for such additional User Subscriptions as specified by Sixty Seconds in writing and, if such additional User Subscriptions are purchased by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the Activation Date for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
5.1 Sixty Seconds shall, during the Subscription Term, supply the Platform to the Client with reasonable care and skill and substantially in accordance with the Proposal in all material respects and subject to the terms of this agreement.
5.2 This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to Sixty Seconds' instructions, or modification or alteration of the Platform by any party other than Sixty Seconds or Sixty Seconds' duly authorised contractors or agents. If the Platform do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in
5.3 Sixty Seconds shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Platform.
5.4 Sixty Seconds shall use its reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 9.00 pm to 4.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that Sixty Seconds has used reasonable endeavours to give the Client at least 6 Normal Business Hours' notice in advance.
5.5 Sixty Seconds does not warrant that:
(a) the Client’s use of the Platform will be uninterrupted or error-free;
(b) that the Platform or the Deliverables will meet the Client’s requirements; or
(c) the Platform will be free from Vulnerabilities or Viruses.
5.6 Sixty Seconds shall not be 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 Client acknowledges that the Platform and Deliverables may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.7 Sixty Seconds shall have the right to make any changes to the Platform which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Platform, and Sixty Seconds shall notify the Client in any such event.
7.1 The Client shall:
(a) ensure that the terms of the Proposal and any information it provides in the Proposal are complete and accurate;
(b) co-operate with Sixty Seconds in all matters relating to the Platform;
(c) attend all meetings (in person or by telephone appointment) as reasonably requested by Sixty Seconds;
(d) check all and ensure that all content and information provided to Sixty Seconds about the Client’s business or personnel are correct;
(e) comply with all applicable laws and regulations with respect to its activities under this agreement;
(f) carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, Sixty Seconds may adjust any agreed timetable or delivery schedule as reasonably necessary;
(g) ensure that the Authorised Users use the Platform and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(h) obtain and shall maintain all necessary licences, consents, and permissions necessary for Sixty Seconds, its contractors and agents to perform their obligations under this agreement, including without limitation the Platform;
(i) ensure that its network and systems comply with the relevant specifications provided by Sixty Seconds from time to time;
(a) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Sixty Seconds' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet;
(j) provide Sixty Seconds with such information and materials as Sixty Seconds may reasonably require in order to supply the Platform, and ensure that such information is accurate in all material respects; and
(k) keep and maintain all materials, equipment, documents and other property of Sixty Seconds (Sixty Seconds Materials) at the Client's premises in safe custody at its own risk, maintain Sixty Seconds Materials in good condition until returned to Sixty Seconds, and not dispose of or use Sixty Seconds Materials other than in accordance with Sixty Seconds' written instructions or authorisation.
7.2 If Sixty Seconds' performance of any of its obligations under this agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) Sixty Seconds shall without limiting its other rights or remedies have the right to suspend performance of the Platform until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Sixty Seconds' performance of any of its obligations;
(b) Sixty Seconds shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Sixty Seconds' failure or delay to perform any of its obligations as set out in this clause 6; and
(c) the Client shall reimburse Sixty Seconds on written demand for any costs or losses sustained or incurred by Sixty Seconds arising directly or indirectly from the Client Default.
7.3 Where you instruct Sixty Seconds to carry out work for a company which is controlled by you, or of which you are a director and/or shareholder and charges and disbursements become payable to us from that Company, you guarantee to us, by the acceptance of this agreement, the due payment of our Set-Up Charges, Subscription Fees and VAT by that company.
8.1 Sixty Seconds' Set-Up Charges and Subscription Fees will be as stated in the Proposal or, if the Client signs up through Sixty Seconds’ website, as stated on the website. Unless the parties agree that clause 8.2 applies, the Client shall pay the Subscription Fees monthly in advance by direct debit, starting on the Commencement Date.
8.2 If the parties agree that the Client will not pay by direct debit, the Client shall, on the date of this agreement, provide to Sixty Seconds valid, up-to-date and complete credit card details or approved purchase order information acceptable to Sixty Seconds and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides:
(a) its credit card details to Sixty Seconds, the Client hereby authorises Sixty Seconds to bill such credit card on the Commencement Date for the Set-Up Charges and:
(i) (where Sixty Seconds and the Client have agreed that the Subscription Fees shall be payable monthly) the Subscription Fees payable in respect of the first month of the Initial Subscription Term and thereafter, subject to clause 13.1, in monthly intervals; or
(ii) (where Sixty Seconds and the Client have agreed that the Subscription Fees shall be payable annually) the Subscription Fees payable in respect of the Initial Subscription Term and, subject to clause 13.1, on each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period;
(b) its approved purchase order information to Sixty Seconds, Sixty Seconds shall invoice the Client:
(i) (where Sixty Seconds and the Client have agreed that the Subscription Fees shall be payable monthly) the Subscription Fees payable in respect of the first month of the Initial Subscription Term and thereafter, subject to clause 13.1, in monthly intervals; and
(ii) (where Sixty Seconds and the Client have agreed that the Subscription Fees shall be payable annually) the Subscription Fees payable in respect of the Initial Subscription Term and, subject to clause 13.1, at least 15 days prior to each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period,
and the Client shall pay each invoice within 14 days after the date of such invoice.
8.3 All amounts payable by the Client under this agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under this agreement by Sixty Seconds to the Client, the Client shall, on receipt of a valid VAT invoice from Sixty Seconds, pay to Sixty Seconds such additional amounts in respect of VAT as are chargeable on the supply of the Platform at the same time as payment is due for the supply of the Platform.
8.4 If the Client fails to make any payment due to Sixty Seconds under this agreement by the due date for payment, then:
(a) Sixty Seconds may, without liability to the Client, disable the Client's and the Authorised Users’ password, account and access to all or part of the Platform and Sixty Seconds shall be under no obligation to provide the Platform while the invoice(s) concerned remain unpaid; and
(b) the Client shall pay interest on the overdue amount at the rate of 4% (per cent) per annum above Barclays Bank Plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
8.5 The Client shall pay all amounts due under this agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Sixty Seconds may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Sixty Seconds to the Client.
8.6 Sixty Seconds shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 4.1, at the start of each Renewal Period upon 45 days' prior notice to the Client and the fees set out in the Proposal shall be deemed to have been amended accordingly.
9.1 All Intellectual Property Rights in or arising out of or in connection with the Platform and the Software shall be owned by Sixty Seconds and/or its licensors.
9.2 Except as expressly stated herein, this agreement does not grant the Client 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 Platform, the Software or the Deliverables.
9.3 All Sixty Seconds Materials are the exclusive property of Sixty Seconds.
9.4 The Supplier confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
9.5 The Client hereby grants Sixty Seconds a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use the Client's name and logo (whether registered as trademarks or not) for promotional purposes, including but not limited to on Sixty Seconds' website or in other marketing materials to confirm that Sixty Seconds has provided the Platform to the Client, in client case studies and in Sixty Seconds' internal training materials.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
10.2 Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
10.4 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 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
10.5 The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Sixty Seconds’ Confidential Information.
10.6 The Supplier acknowledges that the Client Data is the Confidential Information of the Client.
10.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
10.8 The above provisions of this clause 10 shall survive termination of this agreement, however arising.
11.1 The Client shall defend, indemnify and hold harmless Sixty Seconds 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 Client's use of the Platform, provided that:
(a) the Client is given prompt notice of any such claim;
(b) Sixty Seconds provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and
(c) the Client is given sole authority to defend or settle the claim.
11.2 In the defence or settlement of any claim, Sixty Seconds may procure the right for the Client to continue using the Platform, replace or modify the Platform so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
11.3 In no event shall Sixty Seconds, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
(a) a modification of the Platform by anyone other than Sixty Seconds; or
(b) the Client's use of the Platform in a manner contrary to the instructions given to the Client by Sixty Seconds; or
(c) the Client's use of the Platform after notice of the alleged or actual infringement from Sixty Seconds or any appropriate authority.
11.4 The foregoing state the Client's sole and exclusive rights and remedies, and Sixty Seconds' (including Sixty Seconds' employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
WARNING: The Client’s attention is particularly drawn to this clause as it sets out how we seek to limit our liability for loss or damage
12.1 Nothing in this agreement shall limit or exclude Sixty Seconds' liability for (a) death or personal injury caused by Sixty Seconds’ negligence or (b) fraud or fraudulent misrepresentation.
12.2 Subject to clause 12.1:
(a) Sixty Seconds shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, 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
(b) Sixty Seconds' total liability to the Client in respect of all other losses arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Subscription Fees paid by the CLient during the 12 months immediately preceding the date on which the claim arose.
12.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
12.4 The Platform is provided to the Client on an "as is" basis.
12.4 This clause 12 shall survive termination of this agreement.
13.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement,
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
13.2 Without limiting its other rights or remedies, unless stated otherwise in the Proposal, either party may terminate this agreement by giving the other party 2 months' written notice.
13.3 Without limiting its other rights or remedies, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any material term of this agreement and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;
(b) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(a) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) the other 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 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) the other party (being an individual) is the subject of a bankruptcy petition or order;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(j) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.4 Without limiting its other rights or remedies, Sixty Seconds may terminate this agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this agreement on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
13.5 Without limiting its other rights or remedies, Sixty Seconds may suspend provision of the Platform under this agreement or any other contract between the Client and Sixty Seconds if the Client becomes subject to any of the events listed in clause 13.3(b) to clause 13.3(i), or Sixty Seconds reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this agreement on the due date for payment.
On termination of this agreement for any reason:
(a) the Client shall immediately pay to Sixty Seconds all of Sixty Seconds' outstanding unpaid invoices and interest and, in respect of Platform supplied but for which no invoice has been submitted, Sixty Seconds shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return all of Sixty Seconds Materials and any Deliverables which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this agreement;
(c) all licences granted under this agreement shall immediately terminate and the Client shall immediately cease all use of the Platform;
(d) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiry; and
(e) clauses which expressly or by implication survive termination shall continue in full force and effect.
15.1 For the purposes of this agreement, a Force Majeure Event means an event beyond the reasonable control of Sixty Seconds including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Sixty Seconds or any other party), failure of a utility service or transport 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 epidemic, or default of suppliers or subcontractors.
15.2 Sixty Seconds shall not be liable to the Client as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.
15.3 If the Force Majeure Event prevents Sixty Seconds from providing any part of the Platform for more than 6 weeks, Sixty Seconds shall, without limiting its other rights or remedies, have the right to terminate this agreement immediately by giving written notice to the Client.
16.1 Assignment and other dealings.
(a) Sixty Seconds may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this agreement and may subcontract or delegate in any manner any or all of its obligations under this agreement to any third party or agent.
(b) The Client shall not, without the prior written consent of Sixty Seconds, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement.
(a) Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.4 Waiver. A waiver of any right under this agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising 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 its 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.
16.5 No partnership or agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.6 Third parties. A person who is not a party to this agreement shall not have any rights to enforce its terms.
16.7 Variation. Except as set out in this agreement, no variation of this agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Sixty Seconds.
16.8 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 construed in accordance with the law of England and Wales.
16.9 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).