SLA

Support We pride ourselves in offering the best support levels provided by anyone and give you 24 hour support 7 days a week. 99% of support issues are responded to and/or resolved within 1 hour. Support is provided by our UK staff who work in shifts. We endeavour to respond to and resolve all support issues within 24 hours. Your software license has further details of our support agreement.

To log a support call go to http://support.symbiant.net and click on Submit A Ticket.

Servers We maintained and keep your servers patched on a regular daily basis. We guarantee network infrastructure availability 99.99% of the time, with server uptime of 99.9% when our servers are not undergoing scheduled maintenance.

Business Continuity Client sites are backup up, off site, daily and a 10 day history kept. This means in the unlikely event of a total disaster we can re-instate your server and have you back online within hours.

Your Guarantee If we fail to meet any of our service levels you'll be eligible to claim for one day's service fee for the relevant service. 

 

WHITE LABEL PLATFORM LICENSE AGREEMENT

This is an Agreement between Symbiant (“Symbiant”) and The Client (“Customer”).
Background
I.       Symbiant has developed a proprietary electronic platform that can be used to create compliance based SAAS services ] (the “Platform”).
II.     Customer wishes to license the Platform to develop an Internet portal in its own name (the “Portal”).
NOW, THEREFORE, acknowledging the receipt of adequate consideration and intending to be legally bound, the parties agree as follows:

1. Grant of License.
1. In General. Symbiant hereby grants to Customer a limited, non-exclusive, non-transferable license to use the Platform during the Term, solely for the operation of the Portal (the “License”).
2. White Label Branding. The Portal shall be branded under Customer’s name and shall be accessible to the public under a URL designated by Customer. The name and logo(s) of Symbiant shall not appear on the Portal unless mutually agreed by the parties.
3. Restrictions. Customer shall not (i) decompile or reverse engineer the Platform or otherwise attempt to obtain the source code for the Platform; (ii) sublicense or allow any other person to use the Platform, except pursuant to the normal operation of the Portal (e.g., to list [projects] [campaigns]); (iii) use the name or proprietary logo(s) of Symbiant without Symbiant’s prior written consent; (iv) use the Platform for any purpose other than the operation of the Portal; (v) use the Platform in a manner that interferes with the use of Platform by Symbiant or its other customers; or (vi) without giving at least ninety (90) days’ notice to Symbiant, commence development of an electronic platform for the purpose of offering such electronic platform to other portals, in competition with the Platform.
2. Services. Symbiant shall provide the following services in connection with the creation and operation of the Portal (the “Services”):
1. Customisation. Symbiant shall customize the Platform with the name, logos, and branding of Customer, with the “look and feel” desired by Customer. However, such customization shall not include the addition of functionality or the incorporation of new software unless mutually agreed by Symbiant and Customer under a separate agreement.
2. Integration with Other Services. Symbiant shall integrate the Portal with third party services at it’s discreation.
3. Hosting Services. Symbiant shall provide hosting for the Portal through 1&1 Cloud Services or another comparable hosting service. Symbiant has provided Customer with the technical specifications of its third party hosting services and shall notify Customer of any change in the hosting provider or such technical specifications.
4. Technical Support. Symbiant shall provide ongoing support and maintenance services to ensure that the Platform performs as intended.
5. Other Services. Symbiant shall perform such additional services as (i) Symbiant performs generally for its other customers without additional charge, and (ii) the parties shall mutually agree in writing from time to time, including custom software development to enhance the functionality of the Portal.
3. Fees.
1. In General. The fees and other charges of Symbiant are set forth on a Schedule sent by email to the customer.
2. Taxes. The fees set forth on the Schedule are exclusive of all Eupopean, federal, state, municipal, or other government excise, sales, use, value-added, gross receipts, personal property, occupational, or other taxes now in force or enacted in the future, and Customer shall pay any such tax (excluding taxes on Symbiant’s net income) that Symbiant may be required to collect or pay now or at any time in the future with respect to such fees.
3. Payment. Payment of the amounts due to Symbiant shall be made in accordance with the payment schedule set forth on the Schedule by bank transfer or other immediately-available funds. Any amount not paid within thirty (30) days following Symbiant’s invoice shall bear a finance charge at the rate of 1 ½% per month.
4. Functionality of Platform.
1. Initial Functionality. Symbiant has demonstrated the Platform to Customer and delivered to Customer an electronic version of such demonstration and/or a list of sample screen shots (the “Demonstration Version”). At the time of delivery to Customer, the Platform will have substantially the same or similar “look and feel,” features, and functionality of the Demonstration Version and no fewer features and no less functionality than the versions of the standard product delivered to other customers of Symbiant, except for features and functionality separately specified and purchased by other customers or provided as a custom build. Initial Functionality may differ from this for custom builds.

1. Future Functionality. Following delivery of the Platform to Customer,  Symbiant shall incorporate into the Portal such additional features and functionality as Symbiant makes available to its customers generally without charge. Symbiant shall give Customer reasonable advance notice of such additional features and functionality if they are material to the operation of the Portal. Symbiant may not materially change the “look and feel” of the Platform without the consent of Customer, which shall not be unreasonably withheld.
1. Technical Specifications. Symbiant has provided Customer with the technical specifications of the Platform and Symbiant’s own technology infrastructure (to the extent relevant to the operation of the Platform), including but not limited to security specifications. Should Symbiant wish to make any material modification of such technical specifications it shall use reasonable efforts to notify Customer no less than ninety (90) days in advance.
2. Delivery of Platform.
1. Timetable. Symbiant shall use reasonable commercial efforts to develop and deliver the customized Platform to Customer in accordance with the timetable set forth on the Schedule. However, Customer understands that the ability of Symbiant to follow this timetable depends on a number of factors beyond the control of Symbiant, especially the timely cooperation of Customer and its employees. Symbiant shall notify Customer when and if it believes the timetable should be shortened or extended.
2. Testing and Acceptance. Symbiant shall notify Customer when Symbiant believes the customized Platform is ready for use by Customer. Upon receipt of such notice, Customer shall have ten (10) days in which to test the Platform. If Customer believes there are defects in the Platform it shall so notify Symbiant and the parties shall cooperate in fixing any such defects. Customer shall be deemed to have accepted the customized Platform (i) if it does not notify Symbiant of defects within such ten (10) day period, (ii) when it notifies Symbiant of such acceptance, or (iii) when it has used the customized Platform in commerce for thirty (30) days, whichever occurs first.
3. Customer’s Obligations. Customer shall (i) provide Symbiant with accurate and complete descriptions of its needs and business plans for the Portal, (ii) cooperate with Symbiant in the development and installation of the customized Platform, (iii) use the Platform only in an operating environment (e.g., hardware and software) approved by Symbiant, (iv) notify Symbiant of any defects in the Platform, (v) give Symbiant electronic access to the Platform to troubleshoot and correct any defects, (vi) install any software updates recommended by Symbiant, and (vii) use reasonable commercial efforts to operate the Portal in accordance with all applicable laws and regulations, including but not limited to securities and consumer protection laws.

 

1. Warranties.
1. Limited Performance Warranty. Symbiant warrants that the Platform will perform substantially as demonstrated in the Demonstration Version and will be free of material errors or defects, and that all Services will be performed in a good and workmanlike manner. In the event Customer believes that Symbiant is in violation of this limited performance warranty, Customer shall notify Symbiant and Symbiant shall use reasonable commercial efforts to correct any error or defect.
2. Warranty of Non-Infringement.
1. In General. Symbiant warrants that Customer’s use of the Platform as anticipated by this Agreement will not infringe on the rights of any third party. If a claim is made that Customer’s use of the Platform infringes on the rights of a third party then Symbiant will, at its sole expense and as Customer’s sole remedy, defend against such claim and pay any final judgment against Customer, provided that Customer promptly notifies Symbiant of any such claim in writing and Symbiant is given sole control over the defense and settlement of such claim. Symbiant may, without the knowledge or consent of Customer, agree to any resolution of the dispute that does not require on the part of Customer a payment or an admission of wrongdoing. Without limiting the preceding sentence, Symbiant may (i) seek to obtain through negotiation the right of Customer to continue using the Platform; (ii) rework the Platform so as to make it non-infringing; or (iii) replace the Platform, as long as the reworked or replacement Platform does not result in a material adverse change in the “look and feel” or operational characteristics of the Platform. If none of these alternatives is reasonably available in Symbiant’s sole discretion, Symbiant may terminate this Agreement and refund or credit to Customer an amount equal to 2 months fees, less a pro rata credit for each full or partial month since the Delivery Date based on a 60-month amortisation period.
2. Exceptions. The foregoing warranty shall not apply to infringement caused by (i) Customer’s modification or use of the Platform other than as contemplated by the Agreement; (ii) Customer’s failure to use corrections or enhancements made available by Symbiant to the extent that such corrections or enhancements would make the Platform non-infringing; or (iii) information, specification or materials provided by Customer or third party acting for Customer. 
3. Compliance with Laws. Symbiant shall use commercially reasonable efforts to conduct its business, and develop the Platform, in compliance with all applicable laws, rules and regulations.

1. No Other Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 8.1, 8.2, AND 8.3, THE PLATFORM, INCLUDING ANY ACSYMBIANTING MANUALS AND OTHER MATERIALS, AND THE SERVICES, ARE PROVIDED BY THE SYMBIANT “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ANY WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, OR THAT THE PLATFORM WILL MEET THE CUSTOMER’S REQUIREMENTS, AND ANY WARRANTIES IMPLIED BY LAW, BY THE COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
1. Confidentiality; Employees.
1. Confidentiality.
1. Included Information. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the Portal, (v) security codes, and (vi) all documentation provided by Symbiant.
2. Excluded Information. For purposes of this Agreement, the term “confidential and proprietary information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.
3. Confidentiality Obligations. During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose other than in furtherance of this Agreement. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing a party may disclose Confidential Information (i) if required to do by legal process (i.e., by a subpoena), provided that such party shall notify the other party prior to such disclosure so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required in the operation of such party’s business.
2. Employees. During the Term and for a period of one (1) year thereafter, neither Symbiant nor Customer shall hire, solicit for hire, or directly or knowingly indirectly use the services of any employee of the other party without the prior written consent of such other party. For purposes of this section, a person shall be deemed an “employee” of a party if such person has provided services to such party as an employee or independent contractor at any time within the preceding six (6) months.

 

1. Injunctive Relief. The parties acknowledge that a breach of this section 9 will cause the damaged party great and irreparable injury and damage, which cannot be reasonably or adequately compensated by money damages. Accordingly, each party acknowledges that the remedies of injunction and specific performance shall be available in the event of such a breach, in addition to money damages or other legal or equitable remedies.
1. Responsibility for Operation of Portal. The parties agree that Customer, and not Symbiant, is solely responsible for the operation of the Portal. The role of Symbiant is only to provide the Platform and the Services. Symbiant does not act as a fiduciary, business or legal advisor, or co-venturer. Customer is solely responsible for ensuring that the Portal is operated in accordance with applicable laws, for monitoring the content displayed on the Portal, and for establishing the terms of its relationships with users of the Portal. Symbiant is not responsible for any information or content displayed on or transmitted through the Portal.
2. Term.
1. In General. The initial term of this Agreement shall be for one(1) year, followed by successive renewal periods of one (1) year each (together, the “Term”), unless sooner terminated pursuant to this section 11 or other provisions of this Agreement providing for termination.
2. Termination for Cause. This Agreement may be terminated at any time if either party fails to perform any of its material obligations hereunder and such failure continues for thirty (30) days following written notice from the non-breaching party. For these purposes (i) any obligation of Customer to pay any amount to Symbiant shall be treated as a material obligation, and (ii) if Customer fails to make a required payment by the due date on more than three (3) occasions during any period of twelve (12) months, Symbiant may (but shall not be required to) terminate this Agreement without giving written notice of such failure or any additional failure.
3. Termination for Cessation of Business. Customer may terminate this Agreement by giving at least ninety (90) days’ notice to Symbiant if it discontinues the business using the Portal. Symbiant may terminate this Agreement by giving at least one hundred eighty (180) days’ notice to Customer if it discontinues providing its platform to all of its customers.
4. Termination by Customer Without Cause. Customer may terminate this Agreement at any time by giving at least one hundred eighty (180) days’ notice to Symbiant.
5. Termination by Symbiant Without Cause. Symbiant may not terminate this Agreement except as provided herein.
6. Effect of Termination. Upon any termination of this Agreement, the License shall terminate and Customer shall have no further rights in or to the Platform. Provided that Customer has paid all amounts due and otherwise complied with all of its material obligations under this Agreement, Symbiant shall provide Customer, in a standard database format, with all of the data and information Customer and its [customers and investors] [developers and backers] at no additional charge.

1. Ownership of Intellectual Property.
1. Intellectual Property of Symbiant. Symbiant is the exclusive owner of the Platform and all of the intellectual property rights associated with the Platform, including software and copyrights, even if Symbiant incorporates into the Platform suggestions made by Customer.
2. Intellectual Property of Customer. Customer is the exclusive owner of its name, logo(s), trademarks, URLs, and other intellectual property and, together with users of the Portal, all of the content displayed on the Portal.
3. Users of Portal. Customer owns all of the relationships with the users of the Portal, including project developers and [investors] [backers]. Symbiant may not share any personally-identifiable information of such users (e.g., names, addresses, social security numbers) with any person or contact or solicit any such users for any purpose without the advance written consent of Customer, which may be withheld in the sole and absolute discretion of Customer.
4. Data. Symbiant may collect, use, store, and sell data concerning the operation of the Portal provided that such data cannot be used to reveal the identity of Customer or any user of the Portal or breach data protection laws.
5. Use of Customer’s Name. Symbiant may, but shall not be required, advertise that Customer uses the Platform.
2. Limitation of Claims and Damages.
1. Limitation of Claims. THE SYMBIANT SHALL NOT BE LIABLE TO THE CUSTOMER UNDER ANY CIRCUMSTANCES (EVEN IF THIS AGREEMENT IS TERMINATED) FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR BUSINESS ADVANTAGE), WHETHER BASED UPON A CLAIM OR ACTION OF TORT CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Limitation of Damages. THE SYMBIANT’S TOTAL LIABILITY UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OR FORM OF ACTION, AND WHETHER BEFORE OR AFTER ITS TERMINATION, SHALL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO THE SYMBIANT BY THE CUSTOMER LESS A PRO RATA ABATEMENT OF SUCH AMOUNT FOR EACH FULL OR PARTIAL MONTH OF THE FIRST SIXTY (60) MONTHS FOLLOWING DELIVERY.
3. Exceptions. The limitations set forth in sections 13.1 and 13.2 shall not apply to any claims arising (i) under section 8.2 (concerning Symbiant’s warranty of non-infringement), (ii) under section 9 (concerning confidentiality), (iii) under section 12.3 (concerning the solicitation of users), or (iv) from the willful misconduct of Symbiant.
3. Indemnification by Customer.
1. Obligation to Indemnify. Customer will indemnify and hold harmless Symbiant, its licensors, service providers, and their respective affiliates, managers, agents and employees, from and against all losses, costs, and expenses, including reasonable attorneys’ fee, from third party claims arising from Customer’s operation of the Portal, except for claims arising from the wrongful acts or omissions of Symbiant.
2. Notice and Defense of Claims. Symbiant will promptly notify Customer of any claim for which it believes it is entitled to indemnification under the preceding paragraph. Customer may, but shall not be required to, assume control of the defense and settlement of such claim provided that (i) such defense and settlement shall be at the sole cost and expense of Customer (ii) Customer shall be permitted to control the defense of the claim only if Customer is financially capable of such defense and engages the services of a qualified attorney, each in the reasonable judgment of the Indemnified Party; (iii) Customer shall not thereafter withdraw from control of such defense and settlement without giving reasonable advance notice to Symbiant; (iv) Symbiant shall be entitled to participate in, but not control, such defense and settlement at its own cost and expense; (v) before entering into any settlement of the claim, Customer shall be required to obtain the prior written approval of Symbiant, which shall be not unreasonably withheld, if pursuant to or as a result of such settlement, injunctive or other equitable relief would be imposed against Symbiant; and (vi) Customer will not enter into any settlement of any such claim without the prior written consent of Symbiant unless Customer agrees to be liable for any amounts to be paid to the third party pursuant to such settlement and is financially able to do so.
4. Miscellaneous.
1. Amendments; Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in writing and signed by the party against whom the operation of such amendment, modification, or waiver is sought to be enforced. No delay in the exercise of any right shall be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally.
2. Notices. Any notice or document required or permitted to be given under this Agreement may be given by a party or by its legal counsel and shall be deemed to be given by electronic mail with transmission acknowledgment, to the contact us page for Symbiant, to the address on record for the Customer, or to such other email address or addresses as the parties may designate from time to time by notice satisfactory under this section.

 

1. Governing Law. This Agreement shall be governed by the internal laws of England and Wales without giving effect to the principles of conflicts of laws. All disputes arising from this Agreement shall be prosecuted in such courts. Each party hereby agrees that any such court shall have in personam jurisdiction over such party and consents to service of process by notice sent by regular mail to the address set forth above.
2. Disputes.
1. In General. The following procedure shall be followed in the event of a dispute arising from this Agreement:
1. The principals (Directors / Executives) of Symbiant and Customer shall speak directly concerning the dispute.
2. If the principals are unable to resolve the dispute, then within five (5) business days they shall exchange written summaries of their respective positions, containing such information and/or proposals as they may determine in their sole discretion, and thereafter meet or speak by telephone to attempt to resolve the dispute. Such summaries shall be deemed in the nature of settlement discussions and shall not be admissible in any further proceeding.
3. If the principals are still unable to resolve the dispute, they may, but shall not be required to, participate in non-binding mediation conducted by a single neutral mediator chosen the parties.
4. If the principals elect not to participate in mediation or are unable to resolve the dispute in mediation, they may file a lawsuit as described in section 16.3.
2. Exceptions. This section 15.4 shall not apply to (i) more than one (1) dispute during any six (6) month period, (ii) actual or alleged violations of section 9, (iii) situations in which the failure to immediately file a lawsuit would materially prejudice the interests of either party, or (iv) any dispute following the inability of the parties to resolve a previous dispute by following such procedures.
3. Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.

1. Assignment. Neither Symbiant nor Customer may assign its rights or obligations under this Agreement without the prior written consent of the other. Notwithstanding the preceding sentence, a party may assign its interest in this Agreement to a person acquiring (by sale, merger, reorganization, or otherwise) substantially all of the transferor’s assets or business, provided that (i) the transferee agrees to assume and perform all obligations of the transferor for periods following the transfer, (ii) the transferor remains liable for all obligations prior to the transfer, and (iii) in the case of a transfer by Customer the transferee shall not be engaged in the business of developing, marketing, or supporting an electronic platform in competition with the Platform. The transferring party may charge a reasonable fee for the review and processing of the information regarding the transfer.
2. Payment of Fees. In the event of a dispute arising under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs, provided that if a party prevails only in part the court shall award fees and costs in accordance with the relative success of each party.
3. Language Construction. The language of this Agreement shall be construed in accordance with its fair meaning and not for or against any party. The parties acknowledge that each party and its counsel have reviewed and had the opportunity to participate in the drafting of this Agreement and, accordingly, that the rule of construction that would resolve ambiguities in favor of non-drafting parties shall not apply to the interpretation of this Agreement.
4. Force Majeure. Neither party shall be entitled to recover damages or terminate this Agreement by virtue of any delay or default in performance by the other party (other than a delay or default in the payment of money) if such delay or default is caused by Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected; provided that the party experiencing the difficulty shall give the other prompt written notice following the occurrence of the cause relied upon, explaining the cause and its effect in reasonable detail. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
5. Binding Effect. This Agreement shall inure to the benefit of the respective heirs, legal representatives and permitted assigns of each party, and shall be binding upon the heirs, legal representatives, successors and assigns of each party.
6. Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not deemed a part of the context hereof.
7. Pronouns and Plurals. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.
8. Days. Any period of days mandated under this Agreement shall be determined by reference to calendar days, not business days, except that any payments, notices, or other performance falling due on a Saturday, Sunday, or national government holiday shall be considered timely if paid, given, or performed on the next succeeding business day.
9. Entire Agreement. This Agreement constitutes the entire agreement between Symbiant and Customer and supersedes all prior agreements and understandings.

Non Disclosure Agreement

PARTIES
1.1. Any company who is a client of ours or in talks with us to become a client or use our service. (the "Customer"); and
1.2. Symbiant a company incorporated in England and Wales registration number 04027419 having its registered office at 1 Whitehall Quay, Leeds. LS1 4HR (the "Symbiant").
AGREEMENT

2. Definitions
2.1 In this Agreement:
(a) "Agreement" means this agreement, and any amendments to this agreement from time to time;
(b) "Customer Confidential Information" means:
- any information disclosed by or on behalf of the Customer to Symbiant at any time before the termination of this Agreement:
- all information databased on the Symbiant servers; or
- was marked as "confidential"; or
- should have been reasonably understood by Symbiant to be confidential;
- "Permitted Purpose" means the purpose of providing software or other services provided by Symbiant.

3. Term
3.1 This Agreement shall come into force from when the Customer contacts Symbiant and shall continue in force until 1 year after the client is no longer a customer.

4. Recipient's confidentiality obligations
4.1 Symbiant must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as Symbiant uses to protect Symbiant's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information; and
(e) not use any of the Customer Confidential Information for any purpose other than the Permitted Purpose.
4.2 Notwithstanding Clause 4.1, Symbiant may disclose the Customer Confidential Information to Symbiant's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
4.3 This Clause 4 imposes no obligations upon Symbiant with respect to Customer Confidential Information that:
(a) is known to Symbiant before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of Symbiant; or
(c) is obtained by Symbiant from a third party in circumstances where Symbiant has no reason to believe that there has been a breach of an obligation of confidentiality.
4.4 The restrictions in this Clause 9 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Symbiant on any recognised stock exchange.
4.5 Upon the termination of this Agreement, Symbiant will immediately cease to use the Customer Confidential Information.
4.6 Within 31 working days following the date of termination of this Agreement, Symbiant will destroy all databases the Customer used from our servers and backup servers.
4.7 The provisions of this Clause 4 shall continue in force for a period of 3 years following the termination of this Agreement, at the end of which period they will cease to have effect.

5. Warranties
5.1 The Customer warrants to Symbiant that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
5.2 Symbiant warrants to the Customer that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
5.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

6. Termination
6.1 Either party may terminate this Agreement by giving 30 days written notice of termination to the other party.
6.2 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 2,4, 4.2, 4.3 and 7.
6.3 The termination of this Agreement shall not affect the accrued rights of either party.

7. General
7.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
7.2 This Agreement may be varied by a new general non disclosure agreement that is published on the Symbiant web site.
7.3 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
7.4 Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.
7.5 Neither Party shall assign, sub-contract or deal with this Contract in any other way without the prior written consent of the other Party, such consent shall not be unreasonably withheld or delayed. Any sub-contracting or assignment shall not relieve the Client from any liability, obligation or duty attributable to the Client under this Contract.
7.6 This Contract comprises the entire agreement between the Parties and supersedes all previous communications, representations or agreements between the Parties with regard to their respective rights and obligations hereunder.
7.7 These terms and conditions shall have precedence over any other document referred to in the Contract except the Quotation. In particular, but without prejudice to the foregoing, these terms and conditions shall prevail over any terms or conditions contained in or referred to in any order or other document emanating from the Client.
7.8 Each of the provisions and sub-provisions of the Contract is severable from the others. Any provision or subprovision which is held to be illegal, invalid or unenforceable, shall be severed from the others without affecting or impairing the remainder of the affected provision or the remainder of the Contract which shall remain in full force and effect.
7.9 The Parties to the Contract do not confer any rights on any person who is not a party to the contract and expressly exclude the operation of the Contracts (Rights of Third Parties) Act 1999. For the purpose of this Clause, lawful assigns of the Parties are not “third parties”.
(a) Nothing in the Contract 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.
(b) This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
(c) The courts of England and wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.