Objective Connect is a content collaboration solution designed with a focus on providing governance, delivering government-grade security and enabling Customers to establish private workspaces that facilitate securely sharing material such as digital media, documents and records.
PLEASE NOTE: Below is a copy of the Objective Connect Terms of Service (“Agreement”) that appears when a subscription account is created in Objective Connect for customers subscribing to the UK-located Connect instance. For those visitors who wish to subscribe to Objective Connect and who are happy to read legal terms and conditions at the time of subscription the same terms can be read before clicking “Accept” as part of the registration process.
This Agreement should be read together with an Order Form.
Last updated: 30 November 2018
THANKYOU FOR CHOOSING OBJECTIVE CONNECT
THESE TERMS OF SERVICE (including these opening notes) ARE A BINDING AGREEMENT for access to Objective Connect, a multi-tenanted software-as-a-service solution delivering rich sharing and collaboration functionality ("the Objective Connect Service"), including all updates and new releases, plug-ins, adaptors, components, modules or programs.
Objective makes the Objective Connect Service available to individual persons for their own use. In such cases the person who clicks “Accept” is representing to Objective that they are able to enter into a legally binding and enforceable contract, they have read and understood this Agreement, and they acknowledge they are personally bound by this Agreement.
Objective also makes the Objective Connect Service available to businesses for their business use and use by authorised employees, agents and/or contractors as part of day-to-day business-related work activities. In such cases the person who clicks “Accept” is representing to Objective that they have the authority to bind the Single Legal Entity to the terms and conditions of this Agreement, that this Agreement has been read and understood by the Single Legal Entity and the Single Legal Entity acknowledges it is bound by this Agreement and is responsible to ensure compliance with this Agreement by all the persons it authorises to use the Objective Connect Service.
Objective invites prospective Customers to subscribe to the Objective Connect Service through the online sign on process. Clicking “Accept” and completing the registration process is an offer to Objective to acquire the Objective Connect Service on the terms of this Agreement and Objective’s processing of that registration is Objective’s acceptance of that offer.
Completing the registration process enables an individual person to become a registered User of the Objective Connect Service, whether on their own behalf or as authorised by a Single Legal Entity Customer. All Users are bound to comply with the terms and conditions of this Agreement in so far as they relate to the User’s access to and use of the Objective Connect Service. In particular Users are obliged to comply at all times with Objective’s Acceptable Use Policy at clause 6.
PLEASE NOTE THAT CLICKING THE “ACCEPT” BUTTON BELOW MEANS OBJECTIVE’S TERMS AND CONDITIONS FOR THE OBJECTIVE CONNECT SERVICE HAVE BEEN REVIEWED AND AGREED AND THE PERSON CLICKING “ACCEPT” IS REPRESENTING TO OBJECTIVE THAT OBJECTIVE CAN RELY ON THAT ACKNOWLEDGEMENT TO PROCEED TO PROCESS THIS AGREEMENT.
IF FOR ANY REASON THESE TERMS AND CONDITIONS ARE NOT ACCEPTED PLEASE DO NOT CLICK “ACCEPT”. IF THE “ACCEPT” BUTTON HAS BEEN CLICKED IN ERROR PLEASE CONTACT OBJECTIVE IMMEDIATELY AND BEFORE ANY USE IS MADE OF THE OBJECTIVE CONNECT SERVICE SO WE CAN CANCEL THE ERRONEOUS ACCESS. WE CAN BE CONTACTED ON www.objective.com/about/contact
IN CONSIDERATION of the covenants in this Agreement Objective and the Customer agree as below.
1. DEFINITIONS & INTERPRETATION
1.2 “Acceptable Use Policy” means clause 6 of this Agreement.
1.3 “Business Day” means 8.30 a.m to 5.30 p.m Monday to Friday and excludes weekends and gazetted public holidays in England.
1.4 “Confidential Information” means all non-trivial information concerning a Party’s business or purpose, including information marked or otherwise designated as confidential, that the discloser treats as confidential or which the recipient knows or ought reasonably to know is confidential, and includes any trade secret, and to be clear it includes the Connect software and the Objective Connect Link software. It does not include any information which is in the public domain other than as a consequence of breaching an obligation of confidence under this Agreement.
1.5 “Connection” means a measure of usage of the Objective Connect Service, determined by multiplying each single Document uploaded to the Objective Connect Service by the number of Participants to the Workspace (including the Workspace Owner), , whether uploaded via Connect Link or directly. By way of example, 25 Documents x 8 Participants = 200 Connections. To be clear, Customer subscribes to a Connection Allocation band and may subscribe to a higher Connection Allocation band for additional Fees.
1.6 "Connection Allocation" means the cap on the number of Connections allocated to Customer’s subscription.
1.7 “Customer” means, as the case may be:
1.8 “Customer Data” means all data and information, including but not limited to personal identification information, of Users and Documents and Folders, and includes all data and information supplied by Participants to each Workspace established by Customer.
1.9 "Customer's ECM" means the Customer's electronic content management system into which Objective Connect Link may be integrated, as further defined at www.objectiveconnect.com .
1.10 “Document” means any single unstructured information asset that is uploaded to a Workspace such as a document, diagram, spreadsheet, image, presentation and/or drawing. The foregoing list is not exhaustive.
1.11 “Edition” means one of categories of the Objective Connect Service available to Customers as further defined at www.objectiveconnect.com and may include:
1.12 “Fees” means the prices to be paid by Customer for Objective’s supply of the Objective Connect Service as set out in the Order Form.
1.13 “Folder” means a folder or file in the Customer’s ECM which contains Documents, and which is made the subject of a Workspace by the User.
1.14 “Force Majeure” means a situation, circumstance or cause, the effect of which, directly or indirectly, is that Objective is not reasonably able to meet its obligations under this Agreement and may include but is not limited to communications network interruption or outage or storage tape or disc failure, or acts of God, fire, lightning, flood, explosion, earthquake, storm, cyclone, natural disaster; radioactive, toxic or dangerous chemical contamination; riots, terrorism, civil commotion, malicious damage, sabotage, act of a public enemy, war (declared or undeclared) or revolution; action or inaction by a court, government or authority, denial, refusal or failure to grant any permit, authorisation, licence, approval or acknowledgement despite timely best endeavours exercised by Objective to obtain the grant; labour trouble (but not labour trouble of the workforce of the Objective) including strikes, lockouts, industrial or labour disputes or difficulties, work bans, blockages or picketing; accident; inability to obtain material, power, equipment and/or transportation, unavailability of essential equipment, goods, supplies or services including internet and other communications link access and abnormal breakdown of any facilities, machinery or equipment.
1.15 “VAT” means any tax in the nature of a tax on the supply of goods and/or services levied imposed or assessed by the Commonwealth of England, which may be in effect during the term.
1.16 “Intellectual Property” means industrial or intellectual proprietary rights under statute or at common law or equity which now exist or may exist in the future, including but not limited to copyright, design, trademarks, patents, semi-conductor or circuit layout rights, trade secrets, business or company names, domain names, blog, social networking and other internet titles, or right to apply for any of the rights referred to in above and subsists in all documents, reports, diagrams, code, application interfaces and other materials. The foregoing list is not exhaustive and to avoid doubt it covers Objective’s Application, software code, whether source or object, routines and related programming language, instructions, methods, techniques, links and templates, documents, manuals, diagrams and images including virtualised images of the Application, howsoever stored or hosted.
1.17 “Objective” Objective Corporation UK Limited no. 03965318 a company duly incorporated in England and having its principal place of business at Level 10, Thames Tower, Station Road, Reading RG1 1LX, ENGLAND UK, being a subsidiary of Objective Corporation Limited ABN 16 050 539 350 a company duly incorporated in the State of New South Wales, Australia and having its registered office at Level 37, 100 Miller Street, North Sydney, N.S.W 2060 AUSTRALIA.
1.18 “Objective Connect Service” means:
1.19 “Objective Connect in the Cloud” means Objective’s application which operates to provide information-sharing capability, installed and operated in a data centre and accessible for use by Users using laptops, desktops, mobile devices via the Internet, and includes all updates and new releases, plug-ins, adaptors, components, modules or programs associated with that application.
1.20 “Objective Connect Link” means Objective’s agent software which operates to provide integration between Objective Connect in the Cloud and Customer’s ECM, installed at the Customer’s production instance of the Customer’s ECM.
1.21 “Objective Connect Support Handbook” means the document detailing Objective’s supply of support services for the Objective Connect Service in effect as at the Order Form start date.
1.22 “Order Form” means the hardcopy or electronic document as the case may be, utilised to record Customer’s subscription to the Objective Connect Service.
1.23 “Participant” means a User who is invited by a Workspace Owner(s) to join a Workspace. To be clear, a Participant may, himself or herself, elect to become a Workspace Owner(s) in his or her own right and may be covered by both definitions simultaneously.
1.24 "Party" means a party to this Agreement.
1.25 “Permissions” means the approvals and authorisation given to Participants by Workspace Owners.
1.27 “Registration” means the act of signing up to use the Objective Connect Service (i.e logging in, creating a password which meets Objective’s security criteria and activating new registration from an email link). To be clear a person registers by designating a specific user ID and password in order to commence use of the Connect Service as a User.
1.28 “Workspace” means, in context:
1.29 “Workspace Owner” means a User who is authorised to establish a Workspace(s) using the Objective Connect Service, upload Documents to the Workspace(s) and to invite Participants to join those Workspace(s).
1.30 “Single Legal Entity” means a company, business, firm, agency, department or other organisation or entity recognised as a legal entity and capable of forming a legally binding contract for the acquisition of the Objective Connect Service.
1.31 "Storage Allocation" means the cap on the allocated amount of storage for a Workspace.
1.32 “Support” means the self-service support arrangements available at objectiveconnect.com .
1.33 “Term” means the duration of the Objective Connect Service subscribed to by the Customer, more particularly:
1.34 “User” means an individual person registered to use the Objective Connect Service, whether as a Workspace Owner or as Participant or both.
1.35 “Virus” means any malicious code affecting a computer or mobile telephone and includes but is not limited to adware, spyware, Trojan horses and worms and other malicious code, whether or not it replicates itself, having the effect of interrupting, diminishing, altering or stopping the operation of the Objective Connect Service.
1.36 “Website” means www.objectiveconnect.com .
1.38 In this Agreement, unless the context otherwise requires:
1.39 If there is any inconsistency between this Agreement and an Order Form the Order Form shall prevail.
2. AGREEMENT SCOPE
2.1 This Agreement governs access to the Objective Connect Service by the Customer, including all those individual persons who complete registration as Users for and on behalf of Customer.
2.2 This Agreement may be amended from time to time by Objective by posting the amended Agreement on the Website or sending a notice to Customer about the amendment or introducing the amendment into a login process. To be clear, Objective will act reasonably to bring any amendments to Customer’s attention and the amended Agreement will automatically be effective on the earlier of:
2.3 Customer agrees it will, and will ensure its Users will, make themselves aware of amendments and Customer acknowledges and accepts that continued use of the Objective Connect Service will mean the amendments have been unconditionally accepted.
2.4 In consideration of the Fees Objective grants the Customer a time-limited, pre-paid, non-exclusive, non-transferrable, personal right to access and use the Objective Connect Service, subject to the terms of this Agreement.
2.5 Customer agrees that it is liable for all acts and omissions of its Users and is responsible for each Workspace established. To be clear Customer is responsible for the acts or omissions of Participants invited by Customer to each Workspace.
2.6 This Agreement also covers use of separate supplied software called Objective Connect Link for those Customers who subscribe to an Edition with that functionality.
2.7 Objective’s Support Service is set out in the Connect Support Handbook.
2.8 Objective reserves a right to update the Objective Connect Support Handbook from time to time provided that any changes shall not be adverse to the Customer having regard to the Customer’s rights under this Agreement and provided further that Objective gives the Customer at least thirty (30) days’ prior written notice of the change.
2.10 Capitalised terms used throughout this Agreement are defined in clause 1.
3. AGREEMENT TERM
3.1 This Agreement is in effect for the Term.
3.2 For those Customers subscribing to the Free Trial, this Agreement is in effect for the Term of the Free Trial. The Customer may upgrade at their election and at any time to a paid Edition and in so doing a fresh Agreement will be formed with a fresh Term for that paid Edition.
3.3 For those Customers subscribing to a paid Edition, this Agreement is in effect for the Term of the paid Edition. The Customer may upgrade at their election and at any time to a higher Connection band paid Edition.
4. OBJECTIVE COMMITMENT
4.1 Other than the express warranties following, Objective makes the Objective Connect Service available to Customer on an “as is” basis as far as allowable by law and Customer agrees this is reasonable having regard to the fact that the Objective Connect Service is a cloud-based service offered on a software-as-a-service basis and Customer may access the Objective Connect Service on a Free Trial basis to determine the suitability of the service for Customer’s own needs.
4.2 Objective warrants that:
4.3 In the event of a breach of the warranty at 4.2.2 Objective will, at its option, either:
4.4 Objective does not exclude any statutory or implied guarantee, condition or warranty which cannot legally be excluded (including under competition and consumer protection legislation. If any statutory or implied guarantee, condition or warranty applies and cannot legally be excluded, Objective’s liability to the Customer under or in respect of any breach of that guarantee, condition or warranty is, to the extent permitted by law, limited, at Objective’s election, to the resupply of the Objective Connect Service or payment of a sum equal to the Fees for the resupply of the Objective Connect Service at Objective’s then-applicable price list.
4.5 For those Customers whose subscription includes Objective Connect Link, Objective may agree to supply professional consulting services to install and configure the Objective Connect Link software to Customer’s ECM production environment and such supply will be subject to separate terms and conditions for such services.
4.7 Objective will use Customer Data strictly for the purposes of complying with this Agreement however Objective reserves the right to:
4.8 Objective will ensure the data centre location where the Objective Connect Service is hosted is in the United Kingdom.
4.9 Objective will encrypt Customer Data Documents.
4.10 Objective will maintain the Workspace and all Customer Data contained therein for the duration of the Customer’s subscription period plus the following periods depending on which Edition Customer has subscribed to:
4.11 All rights not expressly granted to Customer in this Agreement are reserved by Objective.
5. CUSTOMER RESPONSIBILITIES
5.1 The Customer will:
5.2 The Customer acknowledges:
6. ACCEPTABLE USE POLICY FOR ALL USERS OF OBJECTIVE CONNECT SERVICE
6.1 This clause 6 details Objective’s Acceptable Use Policy for all Users of the Objective Connect Service.
6.2 Customers will ensure that all Users comply with this clause 6.
6.3 The material shared by a User using the Objective Connect Service must not:
6.4 When a User uses the Objective Connect Service that User must use it in compliance with all laws and regulations governing the User’s area of work and/or activity, including but not limited to Privacy laws.
6.5 A User must not use the Objective Connect Service in any way that:
6.6 A User must not:
6.7 A User must not upload Documents in excess of one (1) gigabyte (1GB) in size.
6.8 Objective will comply with lawful notices issued by agencies or entities who correctly assert violations of any law concerning material shared by Users of the Objective Connect Service. Where practicable Objective will notify the Customer and any relevant individual User who is subject of any such notice. If Objective is required to immediately comply and restrict a User’s access to the Objective Connect Service Objective may do so to minimise the risk of loss to Objective. us. The Customer agrees that Objective’s approach is reasonable.
6.9 A User must promptly rectify the User’s use of the Objective Connect Service to bring it back into compliance with this Acceptable Use Policy in the event Objective provides the User with evidence of the lawful notice of the type detailed in clause 6.8.
6.10 If a User’s use attracts multiple lawful notices of the type detailed in clause 14.8, for example asserting that classified data has been incorrectly shared or that intellectual property rights have been infringed or other violation of this Acceptable Use Policy, Objective may terminate that User’s access.
7. OBJECTIVE CONNECT LINK SOFTWARE LICENCE TERMS
7.1 For those Customers whose subscription includes the Objective Connect Link component of the Objective Connect Service, Objective licences its Objective Connect Link agent to Customer on the following basis and Customer agrees to the licence conditions:
7.2 The grant of licence is term-limited for the Term of this Agreement and may be revoked earlier by Objective in the event the Customer materially breaches this Agreement by infringing Objective’s intellectual property rights or any User violates Objective’s Acceptable Use Policy.
7.3 It is an express condition of the licence that the Customer will not:
8.1 The Connect Service will be made available to Customer at the Fees, if any, set out in the Order Form.
8.2 For those Customers subscribing to the Free Edition the Fees are nil dollars for the Term. Thereafter Customer may acquire a paid Edition for a new Term under a fresh Agreement.
8.3 For those Customers subscribing to the Objective Connect Link component, the related installation and configuration services will be supplied by Objective at the Fees and on separate conditions set out in a Statement of Work appended to the Order Form.
8.4 If Customer subscribes to a paid Edition of the Objective Connect Service for a Term and upgrades to a new Edition or acquires additional components during the Term, for example Objective Connect Link, the Fees for the new Edition or additional component will be pro-rated to terminate at the end of the Term.
8.5 All payments for paid Editions are due in advance of access to and use of the paid Edition. To be clear, Customer shall pay Fees for a paid Edition on an annual-in-advance basis to Objective as specified in an Order Form and all Objective invoices are payable within thirty (30) days of their date of issue.
8.6 All Fees are VAT exclusive unless otherwise expressly indicated and Customer agrees to pay VAT as applicable to the Objective Connect Service.
8.7 All payments must be made in accordance with the Order Form.
8.8 If Objective introduces any new Editions or new components to the Objective Connect Service, Objective reserves a right to apply Fees to the new scope and Objective will notify the Customer of the new scope and Fees in accordance with the amendment process at clause 2.2.
8.9 The Connect Service is a subscription solution, not a consumption solution so the Connections cap operates as both a floor and a limit. If Customer does not reach the Connections cap set out in the Order Form that does not oblige Objective to reduce its Fees. The Customer must not exceed the Connections cap set out in the Order Form.
8.10 If Customer does exceed the Connections cap the impact will be commercial. Objective will be entitled to invoice Customer for the higher Connection band from the time of excess usage for the remainder of the then-current Term.
9. INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER DATA
9.1 Intellectual Property in the Objective Connect Service and all documentation associated with it as well as Objective Connect Link, including any development throughout the Term and all the material presented on the Website (excepting third party trademarks and logos and open source software, if any) is held wholly by Objective.
9.2 Intellectual Property in any and all new material created by Objective vests automatically and immediately upon creation in Objective.
9.3 Objective does not acquire any right, title or interest in Documents and/or Folders in a Workspace nor any right to retain a copy of it following the end of the Term except in accordance with clause 4.10, as required to comply with any law and/or if it is, at that time, in the public domain.
9.4 Users may provide Objective with comments and feedback (“Feedback”). Customer automatically grants, and will ensure Users automatically grant, Objective a royalty-free, perpetual licence to use, reproduce, modify and adapt all such Feedback in any manner Objective sees fit without attribution to the individual author of such Feedback.
9.5 Customer agrees Objective may use Customer’s trademarks and logos on the Website to publicise Customer’s use of the Objective Connect Service.
9.6 Subject to clause 9.7 Objective will defend the Customer against any claim brought against the Customer by a third party alleging that the Objective Connect Service, when used as authorised under this Agreement, infringes the third party’s Intellectual Property rights (a “Claim”). Objective will indemnify the Customer and hold it harmless against any damages and costs finally awarded by a court of competent jurisdiction, or agreed to settlement by Objective, (including reasonable lawyer’s fees) arising out of a Claim, provided that Objective has received from the Customer: (a) prompt written notice of the Claim (but in any event notice in sufficient time for Objective to respond without prejudice); (b) reasonable assistance at Objective’s expense in the defence and investigation of the Claim, including providing Objective with a copy of the Claim and all relevant evidence in the Customer’s possession, custody or control; and (c) the exclusive right to control and direct the investigation, defence, and settlement (if any) of the Claim.
9.7 Objective will not defend the Customer or indemnify the Customer if the Claim arises due to the Customer combining the Objective Connect Service with another service or activity, or modifying the Objective Connect Service, where the Claim would not have arisen but for the combination or modification.
9.8 In the event of a Claim Objective may, at its sole discretion:
9.9 These clauses 9.6 to 9.9 inclusive set out the sole, exclusive and entire liability of Objective arising out of or in connection with third party claims asserting Intellectual Property rights infringement and is the sole remedy of the Customer for such infringement.
9.10 The following definitions apply:
9.11 If during the Term of this Agreement, either Objective or the Customer gives the other access to its systems and data in circumstances that under the Data Protection Legislation would mean one party Data Controller and the other a Data Processor then:
9.12 Objective may develop a Data Processing Agreement addressing Objective and Customer obligations in as controllers and processors of data in compliance with the General Data Protection Regulation 2016/679 (“GDPR”) in particular in respect of Articles 28 and 32-36, to the extent it is applicable to data controlled or processed under this Agreement. Introduction of a Data processing Agreement will be managed through the amendment process at clause 2.2.
10.1 Each Party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, any of the other Party’s Confidential Information and will not disclose the other Party’s Confidential Information, except:
11. LIMITATION OF LIABILITY
11.1 Objective’s liability to Customer arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence and breach of warranty), or pursuant to statute or in equity or otherwise, shall be limited in aggregate and to direct loss only to the Fees paid by Customer throughout the Term. The Customer agrees the foregoing limit is reasonable having regard to the nature of the solution and the fact that Customer has the ability to utilise the Free Trial to satisfy queries as to the operation of the solution prior to commencing use of any paid Edition.
11.2 In no event will Objective be liable to Customer for any consequential, indirect, exemplary, special, or incidental damages, even if Objective has been advised of, knows of, or should have known of the possibility of such loss, damage or expense, nor will Objective be liable for failure to make anticipated savings, lost opportunity (including loss of opportunity to earn additional profits or make savings), lost revenue, extra expenses incurred, extra costs of working, lost data, lost profit, damage to any items not provided by Objective, losses arising from business interruption or loss of goodwill, loss of use of service or equipment, loss of technology rights or services, whether arising under theory of contract, tort, strict liability or otherwise.
11.3 The following liability types are not subject to the aggregate limit:
11.4 The parties intend to shorten the limitation period for claims, actions, suits or demands, whether arising on contract, tort (including negligence and breach of warranty) or pursuant to statute or otherwise, to three (3) months following termination of this Agreement, howsoever it occurs. To avoid doubt Customer agrees three (3) months is a suitable limitation period having regard to the nature of the Objective Connect solution.
11.5 Customer releases Objective from any and all liability arising out of or in connection with any action, claim, suit, demand or threat of action, claim, suit or demand by any and all Users of the Connect Service and Customer indemnifies Objective and agrees to hold Objective harmless from the Users. Customer agrees the foregoing release and indemnity is reasonable.
12. SUSPENDING SERVICE
12.1 Objective may take the Objective Connect Service offline or filter or block Customer and/or User access, without derogating from its right to terminate this Agreement and without liability for repudiation if:
12.2 Objective will exercise its right to terminate in the event the suspension contemplated above continues for thirty (30) calendar days.
13.1 For Customer subscribing to the Free Trial this Agreement will come to an end at the conclusion of the Free Trial Term. To be clear, Workspace Owners will cease to be able to upload although the Workspace will continue to be accessible for the period in clause 4.9.
13.2 For those Customer’s subscribing to a paid Edition of the Objective Connect Service the Term will automatically rollover to a fresh Term of the same duration unless Customer notifies Objective one (1) calendar month in advance that it wishes to interrupt or stop the auto-rollover and thereby bring this Agreement to an end. Customer shall provide such notice to Objective at www.objectiveconnect.com/about/contact and Customer expressly agrees that failure to provide notice within time will result in the auto-rollover taking effect and the Customer’s responsibility to pay fees for the extended Term.
13.3 Customer may elect to upgrade from a paid Edition to a different paid Edition on prior notice to www.objectiveconnect.com/about/contact and such upgrades will not interrupt the Term.
13.4 Objective may terminate this Agreement for cause before the end of the Term if:
13.5 Customer may terminate this Agreement for cause before the end of the Term if:
14. DISPUTE RESOLUTION
14.1 This clause 14 sets out the resolution process agreed by the Parties if a dispute arises out of or relating to this Agreement, including concerning the breach, termination, validity or subject matter thereof, the performance or non‑performance of this Agreement or as to any related claim in restitution or at law, in equity or pursuant to any statute. Neither Party shall commence any court or arbitration proceedings without complying with the remainder of this clause 14.
14.2 The Parties to this Agreement and the dispute expressly agree to first endeavour to settle the dispute by cooperation of and negotiation in good faith by senior authorised representatives over a period of ten (10) Business Days, or longer period if agreed in writing. If no resolution is reached by the end of that timeframe then the dispute must, within ten (10) Business Days, be referred to a mediator in England agreed by the Parties for mediation administered by the Centre for Effective Dispute Resolution (‘CEDR’). If the Parties have failed to agree on a mediator within five (5) Business Days then the mediator will be the mediator selected by the Director of CEDR or his or her nominee. Either Party may refer the dispute for mediation and request selection of a mediator as contemplated in this clause 14.2.
14.3 The mediation shall be conducted in accordance with the terms of the CEDR Guidelines for Commercial Mediation or equivalent guide or policy document (‘Guidelines’). The Guidelines set out the procedures to be adopted, process of selection of the mediator and the costs involved for the mediation. The Guidelines are hereby deemed incorporated into this Agreement.
14.4 In the event that the dispute has not been settled within twenty-eight (28) days after appointment of the mediator, or such other period as agreed to in writing between the Parties, the dispute shall be submitted to expert determination in England, administered by the CEDR and conducted in accordance with the CEDR Rules for Expert Determination or equivalent guide or policy document (‘Rules’). The Rules set out the procedures to be adopted, process of selection of the expert and the costs involved for the expert determination. The Rules are hereby deemed incorporated into this Agreement.
14.5 The expert shall not be the same person as the mediator.
14.6 The Parties must pay the mediator's and, if applicable, expert’s remuneration in equal shares. Each Party must pay its own costs of the mediation and, if applicable, expert determination.
14.7 Nothing in this clause 14 shall prevent a Party from instituting legal proceedings in order to obtain urgent equitable relief from an appropriate court.
15.1 Entire Agreement. This Agreement contains the entire agreement between the parties in relation to the supply of the Connect Service by Objective and supersedes all prior agreements and undertakings (oral or written).
15.2 Assignment, Transfer and Sub-contracting. This Agreement and the obligations formed under it are personal to Objective and Customer. The Parties agree that neither Party may, directly or indirectly, assign or transfer or sub-contract any or all of its rights and/or obligations whether it is affected by sale of assets, merger, insolvency, machinery of government change or otherwise, without the other Party’s prior written consent which shall not be unreasonably withheld.
15.3 Novation. Neither Party may novate this Agreement except with the other Party’s prior written consent which may be given or withheld at that Party’s sole discretion and on such terms as that Party thinks fit and in any event on terms not less favourable than the then existing terms.
15.4 Non-solicitation of Objective personnel. Throughout the term of this Agreement and for a period of twelve (12) months after expiry or termination, Customer shall not solicit for employment, either directly or indirectly (for example though any agent, subsidiary company or associated person, firm or entity) any person employed or contracted by Objective and the Customer shall be restrained for the same period from employing or directly contracting with any such person.
15.5 Waiver. Any waiver under this Agreement must be in writing. Waiver of any part of this Agreement does not constitute a waiver of any other part of this Agreement.
15.6 Governing Law and Jurisdiction. This Agreement is governed by and must be construed in accordance with the laws of England. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in England and any court that may hear appeals from any of those courts, for any proceedings in connection with this Agreement and waives any right it might have to claim that those courts are an inconvenient forum.
15.7 Variation. Except where Objective exercises its reserved right to update terms and conditions from time to time in accordance with clause 2.2, the parties can only vary, modify, amend or add a term or terms of or to this Agreement if the variation, modification, amendment or addition is in writing signed by authorised representatives of each Party.
15.8 Notices. All notices, consents, and approvals must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at the address identified in this Agreement and will be effective upon receipt of a facsimile confirmation message or three (3) Business Days after being deposited in the mail as required above, whichever occurs sooner. Either Party may change its address by giving written notice of the new address to the other Party but if the delivery or receipt is on a day which is not a Business Day or is after 5.00pm (addressee's time) it is deemed to have been received at 9.00am on the next Business Day.
15.9 Relationship. The relationship between the parties is one of independent contractors. Nothing in this Agreement shall be regarded as giving one Party any authority to bind the other to any agreement or purport to act as the agent of the other Party and each Party covenants and agrees that it shall not represent to any person, or act so as to cause any person to believe, that Party or any of its employees, agents, contractors or officers has or have such an authority to act as the agent of the other Party.
15.10 Severability. If a provision of this Agreement is invalid, illegal or unenforceable, then that provision, to the extent of the invalidity, illegality or unenforceability, must be ignored in the interpretation of this Agreement. All the other provisions of this Agreement remain in full force and effect. In the event and to the extent of any inconsistency between two or more documents which form part of this Agreement, those documents will be interpreted in the following order of priority.
15.11 Priority. In the event and to the extent of any inconsistency between this Agreement and an attachment to or incorporated component it, this Agreement will take priority unless expressly specified otherwise.
15.12 Time. Time is not of the essence of this Agreement except in relation to the reduced limitation period and payment period.
15.13 Survival. Clauses relating to confidentiality, Intellectual Property, a User’s prohibited activities and the Customer’s prohibited activities, limitation of liability, shortened limitation period, payments and dispute resolution have continuing effect and survive termination of this Agreement.
15.14 Contracts (Rights of Third Parties) Act 1999 Does Not Apply. Notwithstanding any other clause of this Agreement, this Agreement does not confer or create, whether expressly or impliedly, any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person who is not a party to this Agreement.