Cloud Terms & Conditions

Terms of Service

Last updated on 25 October 2022.

These Terms of Service (“Terms”) apply to taxi fleet operators (“you”, “your”, “Customer”) who have placed an order with Cordic Technology Limited (“Cordic”, “we”) for the products and services we make available (collectively, the “Service” as further defined below).

Your use of, and access to, the Services is conditional upon your compliance with, and acceptance of, these Terms. By signing an Order Form (as defined below) and/or by using the Services, you agree to be bound by these Terms and all schedules, Order Forms, and incorporated policies (the “Agreement”). We will provide the Services, and you may access and use the Services, in accordance with this Agreement.

The Order Form may contain optional or additional products which are governed by special terms and conditions and information regarding the Services you are purchasing (“Additional Terms”). Unless otherwise expressly set forth in any Additional Terms applicable to the specific Service which you choose to use, those Additional Terms are hereby incorporated into this Agreement in relation to your use of that Service.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Additional Terms: the additional terms and conditions and information regarding the Services you are purchasing, as set out in Schedule 2.

Applicable Data Protection Laws: means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Cordic is subject, which relates to the protection of personal data.

Authorised Users: those employees, contractors, subcontractors, and/or other persons who are authorised by you to use the Services and the Documentation, as further described in clause 2.2(d) and in accordance with clause 2.2(a).

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.

Customer Data: the data inputted by you, Authorised Users, or Cordic on your behalf for the purpose of using the Services or facilitating your use of the Services.

Customer Personal Data: any personal data which Cordic processes in connection with this Agreement, in the capacity of a processor on your behalf.

Documentation: the documents made available to you by Cordic including online (via www.cordic.com or such other web address notified by Cordic to you), and otherwise, from time to time which sets out a description of the Services and the user instructions for the Services.

End Users: those passengers who are authorised by Cordic to use the Software, as further described in clause 4.1.

Effective Date: the date of final signature on the Order Form.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

Fees: the fees described in clause 9.1.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either you or an Authorised User (but not Cordic) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

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

Normal Business Hours: 9.00 am to 5.00 pm local UK time, excluding weekends and bank holidays.

Order Form:Cordic’s official order for the Services detailing the products to be provided to you.

Purpose: the purposes for which the Customer Personal Data is processed, as set out in clause 5.4(a).

Renewal Period: the period described in clause 14.1.

Services: the software subscription services provided by Cordic to you under this Agreement via www.cordic.com or any other website notified to you by Cordic from time to time, as more particularly described in the Documentation and the Order Form.

Software: the online software applications provided by Cordic as part of the Services.

Subscription Fees: the subscription fees payable by you to Cordic for the User Subscriptions, as set out in the Order Form.

Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Support Services Policy: Cordic’s policy for providing support in relation to the Services as in force from time to time and made available at www.cordic.com or such other website address as may be notified to you from time to time.

UK GDPR: has the meaning given to it in the Data Protection Act 2018.

User Subscriptions: the user subscriptions purchased by you pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation, and which entitle End Users to use the Software, 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 interpreted accordingly.

For the purpose of clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

1.2 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement and as modified, amended, re-enacted, or replaced from time to time.

1.3 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.4 A reference to includes shall mean without limitation.

2. User subscriptions

2.1 Subject to you purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, Cordic hereby grants to you a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal business operations.

2.2 In relation to the Authorised Users, you undertake that:

(a) the maximum number of Authorised Users you authorise to access and use the Services and the Documentation shall not exceed the number of User Subscriptions you have purchased from time to time;

(b) you will 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 shall no longer have any right to access or use the Services and/or Documentation;

(c) each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential;

(d) you shall maintain a written, up to date list of current Authorised Users and provide such list to Cordic within 5 Business Days of Cordic’s written request at any time or times;

(e) you shall permit Cordic or Cordic’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and your data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at Cordic’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;

(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Cordic’s other rights, you shall promptly disable such passwords and Cordic shall not issue any new passwords to any such individual; and

(g) if any of the audits referred to in clause 2.2(e) reveal that you have underpaid Subscription Fees to Cordic, then without prejudice to Cordic’s other rights, you shall pay to Cordic an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit.

2.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(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 Cordic reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

2.4 You 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 and/or Documentation (as applicable) 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 Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into Cordic’s network and information systems.

2.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Cordic.

2.6 The rights provided under this clause 2 are granted to you only, and shall not be considered granted to any of your subsidiary or holding companies.

3. Additional user subscriptions

3.1 Subject to clause 3.2 and clause 3.3, you may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order Form, and Cordic shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Agreement.

3.2 If you wish to purchase additional User Subscriptions, you shall notify Cordic in writing, in accordance with the process specified in the Order Form. Cordic shall evaluate such request for additional User Subscriptions and respond to you with approval or rejection of the request (such approval not to be unreasonably withheld). Where Cordic approves the request, Cordic shall activate the additional User Subscriptions within 5 days of its approval of your request.

3.3 If Cordic approves your request to purchase additional User Subscriptions, you shall, within 30 days of the date of Cordic’s invoice, pay to Cordic the relevant fees for such additional User Subscriptions as notified by Cordic and/or set out in your invoice and, if such additional User Subscriptions are purchased by you part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Cordic for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. Services

4.1 Cordic shall, during the Subscription Term, provide the Services and make available the Documentation to you, and make the Software available to Authorised Users and End Users, on and subject to the terms of this Agreement. Cordic may change the Services in its sole and absolute discretion from time to time. Cordic shall give you reasonable notice of any material change to the Services. Where you receive notice that a change has been made which materially impacts the Services, you shall have the right to terminate the Agreement upon giving no less than 90 days’ written notice to Cordic. Where you do not give the required notice, such change shall be deemed accepted.

4.2 Cordic shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 9.00 am to 5.00 pm UK time and/or during any period of support being provided in accordance with the Agreement; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that Cordic has used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.

4.3 Cordic will, as part of the Services and at no additional cost to the Customer, provide you with Cordic’s standard customer support services during Normal Business Hours in accordance with Cordic’s Support Services Policy in effect at the time that the Services are provided. Cordic may amend the Support Services Policy in its sole and absolute discretion from time to time. You may purchase enhanced support services separately at Cordic’s then current rates or as otherwise stated in the Order Form.

5. Data protection

5.1 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

5.2 The parties have determined that, for the purposes of Applicable Data Protection Laws Cordic shall process the personal data set out in Schedule 1 as a processor on your behalf in respect of the processing activities set out in Schedule 1. Should this determination change, Cordic shall be entitled to make any changes which are necessary to this clause or the related schedules from time to time.

5.3 You warrant that, in relation to Customer Personal Data:

(a) you have collected the Customer Personal Data in accordance with all applicable requirements of Applicable Data Protection Laws; and

(b) you have all necessary and appropriate consents, permissions, and notices in place to enable lawful transfer of the Customer Personal Data to Cordic and/or the lawful collection and processing of the same by Cordic for the duration and purposes of this Agreement.

5.4 Cordic shall, in relation to Customer Personal Data:

(a) process that Customer Personal Data only on your reasonable documented instructions, which shall be to process the Customer Personal Data for the purposes set out in Schedule 1 unless Cordic is required by Applicable Data Protection Laws to otherwise process that Customer Personal Data. Cordic shall inform you if, in Cordic’s opinion, your instructions infringe Applicable Data Protection Laws;

(b) implement the technical and organisational measures set out in Schedule 1 to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which you have reviewed and confirmed are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by Cordic to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist you insofar as is reasonably possible (taking into account the nature of the processing and the information available to Cordic), and at your cost and written request following receipt of notice from you, in responding to any request from a data subject and in ensuring your compliance with your obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify you without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

(f) at your written direction and to the extent technically practicable, delete or return Customer Personal Data and copies thereof to you on termination of the Agreement unless Cordic is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 5(f) Customer Personal Data shall be considered deleted where it is put beyond further use by Cordic; and

(g) maintain records to demonstrate its compliance with this clause 5 and allow for reasonable audits by you or your designated auditor, for this purpose, on reasonable written notice and not more frequently than once per year and provided that you will not cause any disruption to Cordic’s business in the conduct of such audits.

5.5 You hereby provide your prior, general authorisation for Cordic to:

(a) appoint processors to process the Customer Personal Data, provided that Cordic:

(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Cordic in this clause 5;

(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Cordic; and

(iii) shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to Cordic’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, you shall indemnify Cordic for any losses, damages, costs (including legal fees) and expenses suffered by Cordic in accommodating the objection.

(b) transfer Customer Personal Data outside of the UK as required for the purpose of processing as detailed in Schedule 1, provided that Cordic shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, you shall promptly comply with any reasonable request of Cordic, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).

6. Third party providers

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

7. Cordic’s obligations

7.1 Cordic undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Cordic’s instructions, or modification or alteration of the Services by any party other than Cordic or Cordic’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Cordic will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

7.3 Cordic:

(a) does not warrant that:

(i) your use of the Services will be uninterrupted or error-free; or

(ii) that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements;

(iii) the Software or the Services will be free from Vulnerabilities or Viruses; or

(iv) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4 This Agreement shall not prevent Cordic from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7.5 Cordic warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7.6 Cordic replicates your data in a second data storage centre for back-up purposes. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against Cordic shall be for Cordic to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Cordic. Cordic shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

7.7 If normal services come to an end Cordic can agree to store Customer Data for a set period of time in return for storage fees. The fees, term and arrangement should be agreed in writing 30 days before normal services cease.

8. Customer’s obligations

8.1 You shall:

(a) provide Cordic with:

(i) all necessary co-operation in relation to this Agreement; and

(ii) all necessary access to such information as may be required by Cordic;

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

(b) without affecting your other obligations under this Agreement, comply with all applicable laws and regulations with respect to your activities under this Agreement;

(c) carry out all of your other responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, Cordic may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services 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;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Cordic, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

(f) ensure that your network and systems comply with the relevant specifications provided by Cordic from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to Cordic’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

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

9. Charges and payment

9.1 You shall pay:

(a) the Subscription Fees to Cordic for the User Subscriptions in accordance with this clause 9 and the Order Form;

(b) the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 in accordance with this clause 9 and the Order Form;

(d) the support fees in accordance with clause 4.4 and the Order Form;

(e) the excess storage fees payable pursuant to clause 9.5 in accordance with this clause 9;

(together the “Fees”).

9.2 You shall on the Effective Date provide to Cordic bank details and any other relevant valid, up-to-date and complete contact and billing details as requested by Cordic.

By providing your bank details to Cordic, you hereby authorise Cordic to:

(a) collect the Fees payable during the Subscription Term by direct debit (or, such alternate payment method as Cordic may expressly agree from time to time);

(b) invoice you in respect of the Fees:

and you shall pay each invoice within 30 days after the date of such invoice.

Unless otherwise agreed with Cordic, you must sign up to direct debit via the web link included in the Direct Debit Mandate section within the Order Form.

9.3 If Cordic has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Cordic:

(a) Cordic may, without liability to you, disable your password, account and access to all or part of the Services and Cordic shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Cordic’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4 All amounts and fees stated or referred to in this Agreement:

(a) shall be payable in pounds sterling;

(b) are, subject to clause 13.3(b), non-cancellable and non-refundable;

9.5 Cordic shall be entitled to increase the Fees payable pursuant to this clause 9 on an annual basis by giving no less than 30 days’ prior notice to you, and your Order Form shall be deemed to have been amended accordingly unless you agree an alternate Fee with Cordic (in which case the alternate Fee shall apply).

10. Proprietary rights

10.1 You acknowledge and agree that Cordic and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

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

11. Confidentiality and compliance with policies

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of this Agreement in connection with the Services including but not limited to:

(a) the terms of this Agreement or any agreement entered into in connection with this Agreement;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers or plans of the disclosing party; and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;

(i) details of the Services, and the results of any performance tests of the Services, shall constitute Cordic Confidential Information; and

(ii) Customer Data shall constitute Customer Confidential Information;

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

(d) the parties agree in writing is not confidential or may be disclosed; or

(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

11.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement; or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.

11.5 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.

11.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.

11.8 On termination or expiry of this Agreement, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information for record-keeping purposes and to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to Termination.

11.9 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.

11.10 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.11 The above provisions of this clause 11 shall survive for a period of five years from termination or expiry of this Agreement.

11.12 In performing your obligations under this Agreement, you shall comply with all policies as may be notified to you by Cordic from time to time.

12. Indemnity

12.1 You shall defend, indemnify and hold harmless Cordic 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 your use of the Services and/or Documentation, provided that:

(a) you are given notice of any such claim as soon as reasonably possible once we are aware of the same;

(b) Cordic provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

12.2 Cordic shall defend you, your officers, directors and employees against any claim from a third party that your use of the Services or Documentation in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

(a) Cordic is given prompt notice of any such claim;

(b) you do not make any admission, or otherwise attempt to compromise or settle the claim and provide reasonable co-operation to Cordic in the defence and settlement of such claim, at Cordic’s expense;

(d) this indemnity shall not apply where and to the extent that the relevant claim is caused or contributed to by Cordic’s use of Customer Data provided by you or anyone acting on your behalf under or in connection with this Agreement.

12.3 In the defence or settlement of any claim, Cordic may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

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

(a) a modification of the Services or Documentation by anyone other than Cordic; or

(b) your use of the Services or Documentation in a manner contrary to the instructions given to you by Cordic; or

(c) your use of the Services or Documentation after notice of the alleged or actual infringement from Cordic or any appropriate authority.

12.5 The foregoing and clause 13.3(b) states your sole and exclusive rights and remedies, and Cordic’s (including Cordic’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Limitation of liability

13.1 Except as expressly and specifically provided in this Agreement:

(a) you assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for conclusions drawn from such use. Cordic shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Cordic by you in connection with the Services, or any actions taken by Cordic at your direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

13.2 Nothing in this Agreement excludes the liability of either party:

(a) for death or personal injury caused by the party’s negligence;

(b) for fraud or fraudulent misrepresentation; or

13.3 Subject to clause 13.1 and clause 13.2:

(a) Cordic shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b) Cordic’s total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to £20,000.

13.4 Nothing in this Agreement excludes your liability of for any breach, infringement or misappropriation of Cordic’s Intellectual Property Rights.

14. Term and termination

14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective 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, no less than 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.

14.2 Without affecting any other right or remedy available to it, Cordic may terminate this Agreement with immediate effect by giving written notice to you if:

(a) you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than 14 days after being notified in writing to make such payment;

(b) you commit a material breach of any other term of this Agreement and (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

(d) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;

(e) you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;

(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 you (being a company, partnership or limited liability partnership);

(h) the holder of a qualifying floating charge over your assets (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;

(j) your creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive);

(l) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;

(m) your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of this Agreement is in jeopardy; or

(n) you undergo a Change of Control.

14.3 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Services and/or the Documentation;

(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) Cordic may destroy or otherwise dispose of any of the Customer Data in its possession unless Cordic receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to you of the then most recent back-up of the Customer Data. Cordic shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Cordic in returning, storing or disposing of Customer Data; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. Force majeure

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

16. Conflict

If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail. If there is an inconsistency between the Order Form and these Terms (including the schedules), the Order Form shall prevail.

17. Variation

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

18. Waiver

18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

19. Severance

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

19.2 If any provision or part-provision of this Agreement is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Entire Agreement

20.1 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

20.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

20.4 Nothing in this clause shall limit or exclude any liability for fraud.

21. Assignment

21.1 You shall not, without the prior written consent of Cordic, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

21.2 Cordic may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

22. No partnership or agency

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

23. Third party rights

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

24. Execution

This Agreement may be executed by electronic signature (whatever form the electronic signature takes) and each party agrees that this method of signature is conclusive of their intention to be bound by this Agreement as if signed by each party’s manuscript signature.

25. Notices

25.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

sent by email to the following email addresses (or an address substituted in writing by the party to be served).Cordic: accounts@cordic.com

You: your email address as stated on the Order Form.

25.2 Any notice shall be deemed to have been received:

if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

25.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26. Governing law

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

27. 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).

Schedule 1 Particulars of the processing

1. Particulars of processing

1.1 Nature of the processing

Enabling your access to Cordic’s Software platform.

1.2 Purpose of the processing

Taxi fleet management and booking.

1.3 Duration of the processing

The Subscription Term.

2. Types of personal data

Name, email address, home address, telephone number, cardholder details.

3. Categories of data subject

End-user customers and staff of taxi fleet operators.

4. Technical and organisational measures

Such security measures required by Applicable Data Protection Laws, including restricted access to the personal data to such persons as may be necessary for the purpose stipulated above and computer security measures such as password protection, firewalls, backups and other internet and computer security to prevent unauthorised and unintended access, loss and destruction.

Schedule 2 Additional Terms

The following additional terms apply in respect of:

Cordic’s Credit Card processing service; and
Cordic’s SIM Card service.

Credit Card processing service

If you select the Credit Card processing functionality on the Order Form, you acknowledge and agree that:

(a) consumer payments will be processed by the credit card services company on Cordic’s behalf;

(b) credit card payment services will be provided to you via the programming interfaces or any replacement or amended interfaces made available by the credit card services company;

(i) entering into this Agreement with Cordic;

(ii) entering into an agreement with the credit card services company and

(iii) accessing credit card payment services via the Cordic platform in accordance with the terms of this agreement, and subject to the terms of any agreement between Cordic and the credit card services company.

SIM Card service

If you select the SIM Card processing functionality on the Order Form, you acknowledge and agree that:

(a) SIM Card services will be provided to you by Cordic;

(b) the provision of the SIM Card services is conditional upon you entering into a contract with Cordic (“Contract for Cordic Mobile Services”).