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Terms Of Use

PLATFORM TERMS

BY ACCESSING THE PLATFORM, YOU ACCEPT THESE TERMS WHICH BIND YOU.

1. INTERPRETATION

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

"Account"

a registered account to the Platform.

"Agreement"

the Platform Terms as updated by Choice Voting from time to time.

"Authorised Users"

your employees, agents and independent contractors who are authorised and granted access by you to use the Platform, operate and set-up Elections and use the Documentation.

"Business Day"

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

"Choice Voting"

RDT Systems Limited, T/A Choice Voting, incorporated and registered in England and Wales with company number 08708849 whose registered office is at Lytchett House 13 Freeland Park, Wareham Road, Lytchett Matravers, Poole, England, BH16 6FA.

"Confidential Information"

all confidential information (however recorded or preserved) disclosed by either party or its employees, consultants, officers, representatives, advisers, agents or sub-contractors involved in the provision, use or receipt of the Platform and/or in connection with this Agreement which information is either labelled as such or should reasonably be considered as confidential because of its nature and the manner of its disclosure.

"Control"

the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company.

"Data Protection Laws or DPL"

the Data Protection Act 2018 (the DPA), the Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) (as amended) and General Data Protection Regulation (GDPR) and all applicable laws and regulations relating to the processing of the personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner. The terms controller, processor, data subject, personal data breach, processing and appropriate technical and organisational measures shall have the meaning as defined in the relevant DPL.

"Documentation"

the documents or materials made available to you by Choice Voting online via https://www.choicevoting.co.uk/ or such other web address notified by Choice Voting to you from time to time which sets out a description of the Platform and the user instructions for the Platform.

"Election"

an election created by youon the Platform within your Account.

"End Date"

the date on which your Election ends and is no longer available to Voters.

"End User Licence Agreement"

https://choicevoting.co.uk/eula

"Fee"

the fee calculated in accordance with the Tiered Pricing and/or as otherwise specified by Choice Voting that must be paid by you in order to Launch an Election in accordance with clause 11.

"Go-live Date"

the date your Voters can vote in your Election, as chosen by you at the point of Launch.

"Group"

in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

"Intellectual Property Rights"

patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer Platform, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Launch"

the submission of your Election on the Platformmeaning that Voters can vote in your Electionfromthe specified Go-live Date.

"Normal Business Hours"

8.00 am to 6.00 pm local UK time, each Business Day.

"Platform"

the online platform known as "Choice Voting" available via https://app.choicevoting.co.uk/loginand/or other such medium notified to you by Choice Voting from time to time.

"Platform Data"

the data inputted by you, Voters and/or Authorised Users when using the Platform and running Elections andany data input by Choice Voting on your behalf for the purpose facilitating your use of the Platform. For the avoidance of doubt,any data generated by, or derived from your use of the Platform, whether hosted or stored within the Platform or elsewhere is included within this definition.

"Platform Terms"

these terms and conditions.

"Privacy Policy"

"Start Date"

the date on which you sign up for an Account.

"Tiered Pricing"

https://choicevoting.co.uk/pricing/ and/or as otherwise updated from time to time.

"User Generated Content"

any content, information, data or literary work uploaded by you or Authorised Users, including but not limited to supporting images, files, or information in relation to Election candidates.

"Virus"

any thing or device (including any Platform, 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.

"Voters"

those individuals permitted to vote in an Election by you.

"you"

the person (legal or natural) who has an Account with the ability to purchase Elections from time to time in accordance with the terms and conditions of this Agreement, or as otherwise determined by Choice Voting from time to time.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

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

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 Any phrase introduced by the words including, includes, in particular or for example, or any similar phrase, shall be construed as illustrative and shall not limit the generality of the related general words.

1.8 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.

1.9 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.

1.10 A reference to writing or written excludes faxes but not e-mail.

1.11 A reference to a party is to a party of this Agreement and a reference to parties is to the parties of this Agreement.

1.12 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

1.13 The Agreement shall come in to effect on the Start Date and does not require signature in order to bind the parties; by accessing the Platform you accept the terms and conditions of this Agreement.

1.14 No other terms, implied or express, or codes or methods of business apply to the relationship between you and Choice Voting.

1.15 You and Choice Voting may be collectively referred to as the "parties" throughout this Agreement.

1.16 The Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.17 Nothing in this Agreement shall prevent Choice Voting from entering into similar agreements with third parties, or from developing, using, selling or licensing products, materials, services or platforms which are similar to those provided under this Agreement to any third party.

2. YOUR ACCOUNT

2.1 You understand and agree that:

2.1.1 you must register for an Account in order to access the Platform, create, and purchase Elections;

2.1.2 you are required to create and maintain an acceptable secure password and username for your Account;

2.1.3 it is your responsibility to maintain access to your Account;

2.1.4 individuals in their personal capacity may only register for an Account once, and the Platform is only available on a one account per person basis;

2.1.5 organisations and/or representatives for organisations may only register for one principal Account and the Platform is available on a one principal Account per organisation basis;

2.1.6 you are responsible for all Authorised Users linked to and/or which are otherwise granted access to your Account; and

2.1.7 you will ensure that all Authorised Users will comply with the End User Licence Agreement when accessing and using the Platform.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that Choice Voting and/or its licensors retain all Intellectual Property Rights in the Platform and Documentation. Except as expressly stated in this Agreement, you are not granted any rights or licence to any of Choice Voting’s Intellectual Property Rights.

3.2 You hereby grant Choice Voting a worldwide, non-exclusive, fully paid up, royalty-free, transferable, sub-licensable, irrevocable licence to use, store, copy, modify, make available, use and communicate the User Generated Content to perform Choice Voting’s obligations under this Agreement, operate the Platform and to market, promote, develop, operate, improve and/or maintain the Platform and its functionality.

3.3 You warrant that any User Generated Content does not infringe any third party Intellectual Property Rights and that you have the relevant permissions and/or licences to upload the same to the Platform.

3.4 In the event that you accrue any title, interest or right in any Platform Data, you hereby grant toChoice Voting a perpetual, fully paid up, royalty free, transferable, sub-licensable, irrevocable licence to use Platform Data for any purpose that Choice Voting sees fit.

4. CHOICE VOTING LICENCE

Subject to the terms and conditions of this Agreement, Choice Voting hereby grants to you a non-exclusive, non-sublicensable, non-transferable, revocableright, without the right to grant sub-licenses, to permit you and Authorised Users to use the free elements of the Platform and the Documentation in accordance with the terms and conditions of this Agreement solely for internal purposes. For the avoidance of doubt, such right excludes access to source code and/or object code of the Platform.

5. ELECTIONS

5.1 From time to time, you may purchase the right to Launch an Election by paying the applicable Fee in accordance with clause 11 (unless otherwise agreed by Choice Voting in writing).

5.2 You understand and accept that it is your responsibility to ensure that you have set-up the Election correctly and/or in the case of Choice Voting’s managed services, provided accurate information to Choice Voting prior to Launch.

5.3 You understand that you cannot make any changes to an Election following the Launch of an Election, and that Choice Voting is entitled to charge additional costs for any changes you request following Launch.

5.4 You understand and accept that you have 90 days from the date you create an Electionto Launchthat specific Election, after which time your ability to build and/or Launchthatspecific Election ceases.

5.5 Unless otherwise agreed by us in writing, you are solely responsible forsetting up, managing, operating and the Launch ofyour Election including but not limited to ensuring that the Go-live Date and End Date are correct.

5.6 You understand and accept that you are responsible for:

5.6.1 ensuring that the information and details regarding the Election at the date of Launch are correct, including but not limited to candidate information, voting deadlines, Voters and manifestos; and

5.6.2 ensuring the correct contact details and/or means of voting for the Voters is used.

5.7 Following the Launch of an Election, you will not be able to edit the Election.

5.8 Choice Voting cannot be held responsible and/or liable for instances where you:

5.8.1 and/or your Authorised Users make errors;

5.8.2 provide Choice Voting with inaccurate information (including but not limited to where Choice Voting is carrying out an additional managed service);and/or

5.8.3 input inaccurate information into the Election at the point of Launch (including but not limited to an incorrect Go-live Date and/or End Date).

5.9 You understand that the number ofVoters directly impacts the Fee payable and that you may purchase additional Voters following Launch by following the instructions on the Platform. Please contact us if you have any questions about purchasing additional Voters.

5.10 You understand and agree that Choice Voting cannot guarantee participation and/or uptake of Voters.

5.11 You must comply with all applicable laws and regulations relating to the administration of an election and/or vote.

6. YOUR OBLIGATIONS

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

6.1.1 each Authorised User shall accept and comply with the EULA;

6.1.2 it is your responsibility to ensure and maintain the correct permissions and settings for individual Authorised Users on the Platform; and

6.1.3 it will ensure that Authorised Users are trained on how to use the Platform.

6.2 In relation to the Platform, you undertake that:

6.2.1 there will be no sharing of Account(s) between a member of your Group and your Account is not to be used for any purpose outside the boundaries of the licence granted at clause 4 or, if applicable, clause 5;

6.2.2 you will not create a second Account, unless otherwise agreed by Choice Voting in writing from time to time;

6.2.3 Choice Voting may conduct an audit of your use of the Platform to ensure youhave complied with clause 6.2.1 and/or to assess and improve the Platform;

6.2.4 if any of the audits referred to in clause 6.2.3 reveal that any access has been provided to any Group which is not entitled to access and/or use the Platform and/or any other use has been made of the Platform outside the boundaries of this Agreement, then without prejudice to Choice Voting’sother rights, Choice Voting may disable such access to the Platform; and

6.2.5 if any of the audits referred to in clause 6.2.3 reveal that you have underpaid the Fee to Choice Voting in consideration of the Tiered Pricing, then without prejudice to Choice Voting’s other rights, you shall pay to Choice Voting an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.

6.3 You understand and shall:

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

6.3.2 comply with Choice Voting’s instructions from time to time, including those included within the Platform itself; and

6.3.3 ensure that your network and systems comply with the relevant specifications provided by Choice Voting from time to time.

6.4 You will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Platform that::

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

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, trade union membership, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and Choice Voting reserves the right, without liability or prejudice to its other rights to you, to disable your access to and/or remove from the Platform any material that breaches the provisions of this clause.

6.5 You will not:

6.5.1 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:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, software and/or Documentation (as applicable) in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform software;

6.5.2 access all or any part of the Platform in order to build a product or service which competes with Choice Voting and the Platform;

6.5.3 use the Platform to provide services to third parties;

6.5.4 use the Platform for your personal use;

6.5.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or Documentation available to any third party except the Authorised Usersand/or Voters; or

6.5.6 attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Documentation, other than as provided under this clause.

6.6 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Documentation and, if there is any such unauthorised access or use, promptly notify Choice Voting.

6.7 The rights provided under this clause are granted to you only and are not considered granted to any member of your Group.

6.8 Choice Voting reserves the right, without liability or prejudice to its other rights to you, to disable your access to and/or remove from the Platform any material that breaches the provisions of this clause6.

6.9 You must not:

6.9.1 Infringe Choice Voting’s Intellectual Property Rights, including those arising in the Platform or those of any third party in relation to use of the Platform and/or User Generated Content;

6.9.2 use Choice Voting Intellectual Property Rights, other than as permitted under this Agreement, without the prior written consent of Choice Voting;

6.9.3 permit any third party, to infringe Choice Voting’s Intellectual Property Rights or those of any third party in relation to their use of the Platform;

6.9.4 scrape any part of the Platform;

6.9.5 use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

6.9.6 collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers.

6.10 You hereby grant authority to Choice Voting to enter in to any required agreements with third parties necessary for the provision of the Platform.

7. THE PLATFORM

7.1 You may access the free elements of the Platform by logging into your Account.

7.2 You understand and accept that:

7.2.1 Choice Voting may, at any time, change, remove or modify the free elements of the Platform without liability to you;

7.2.2 you access and use the Platform at your own risk;

7.2.3 the Platform is provided on an "as is" basis and is not designed to meet individual requirements.

7.3 Choice Voting does not warrant that your use of the Platform will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform, Electionsand/or Documentation may be subject to limitations, delays and other problems inherent in the use of such facilities.

7.4 Choice Voting shall use commercially reasonable efforts to make the Platform available 24 hours a day, seven days a week, except for:

7.4.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

7.4.2 unscheduled maintenance performed outside Normal Business Hours.

7.5 Choice Voting reserves the right to:

7.5.1 Modify, remove or replace any softwarein the Platform, the functionality of the Platform, and/or any technology used to deliver the Platform;

7.5.2 introduce alternative and/or additional security and/or authorisation methods in the future provided that, in the circumstances of the changes being introduced, Choice Voting gives you reasonable notice of any such changes;

7.5.3 change or remove the "free elements" of the Platform without notice to you; and/or

7.5.4 immediately remove and/or exclude any User Generated Content (or any part of the same) from the Platform at its discretion.

8. THIRD PARTY WEBSITES

You acknowledge that the Platform 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. Choice Voting 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 Choice Voting. Choice Voting recommends that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Choice Voting does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Platform.

9. DATA PROTECTION

9.1 You have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Platform Data.

9.2 In the event of any loss or damage to Platform Data which relates to an Election yoursole and exclusive remedy against Choice Voting is for Choice Voting to use reasonable commercial endeavours to restore the lost or damaged Platform Datafrom the latest back-up of such Platform Data maintained by Choice Voting in accordance with the archiving procedure described in its back-up policy (which is available upon request). Choice Voting is not responsible for any loss, destruction, alteration or disclosure of Platform Data caused by any third party (except those third parties sub-contracted by Choice Voting to perform services related to Platform Data maintenance and back-up for which it shall remain fully liable).

9.3 In providing the Platform, Choice Voting will comply with its Privacy Policy relating to the privacy and security of the data available at: https://www.choicevoting.co.uk/privacy-policy/ or such other website address as may be notified to you from time to time, as such document may be amended from time to time by Choice Voting.

9.4 Both parties will comply with all applicable requirements of the DPL. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the DPL.

9.5 The parties acknowledge that:

9.5.1 if Choice Voting processes any personal data on your behalf when performing its obligations under this Agreement, youare the controller and Choice Voting is the processor for the purposes of the DPL; and,

9.6 the personal data may be transferred or stored outside the EEA or the country where you, the Voters and/or the Authorised Users are located in order to carry Choice Voting's obligations under this Agreement.

9.7 You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data toChoice Voting for the duration and purposes of this Agreement so that Choice Voting may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf.

9.8 You warrant that all personal data transferred to Choice Voting is compliant with the DPL and that such transfer does not put Choice Voting in breach of the DPL.

9.9 Choice Voting shall, in relation to any personal data processed in connection with the performance by Choice Voting of its obligations under this Agreement;

9.9.1 process that personal data only on your documented written instruction unless Choice Voting is required by the DPL. Where Choice Voting is relying on an alternative valid lawful basis under the DPL, as the basis for processing personal data, Choice Voting may notify you of this before performing the processing required by the DPL unless DPL prohibits Choice Voting from so notifying you;

9.9.2 not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(a) you or Choice Voting has provided appropriate safeguards in relation to the transfer;

(b) the data subject has enforceable rights and effective legal remedies;

(c) Choice Voting complies with its obligations under the DPL by providing an adequate level of protection to any personal data that is transferred; and

(d) Choice Voting complies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;

9.9.3 assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the DPL with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

9.9.4 notify you without undue delay on becoming aware of a personal data breach;

9.9.5 at your written direction, delete or return personal data and copies thereof to you on termination of the Agreement unless required by applicable law to store the personal data; and

9.9.6 maintain complete and accurate records and information to demonstrate its compliance with this clause9and immediately inform you if an instruction infringes the DPL.

9.10 Each party must ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, 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 (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

9.11 You consent to Choice Voting appointing a third-party processor of personal data under this Agreement, where Choice Voting deems such appointment necessary. Choice Voting confirms that it has or will enter into a written agreement with any third-party processor to reflect the requirements of the DPL. Choice Voting remains fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.

10. WARRANTIES

10.1 You warrant that you:

10.1.1 have full capacity and authority to enter into and perform this Agreement and that this Agreement is entered by a duly authorised representative;

10.1.2 shall comply with and use the Platform in accordance with the terms of this Agreement and all applicable laws;

10.1.3 all information and/or data input into the Platform by you is correct and up to date; and

10.1.4 will not misuse the Platform and/or any Documentation; and

10.1.5 will not cause Choice Voting disrepute.

11. PAYMENT

11.1 Unless otherwise agreed by Choice Voting in writing, you mustpay the Fee to Choice Voting in order to Launchan Election. You understand that, unless otherwise agreed by Choice Voting in writing, you cannot Launch an Election without first paying the applicable Fee.

11.2 You understand that the Fee is calculated in accordance with Choice Voting’s Tiered Pricing (unless otherwise stated by Choice Voting from time to time) and that if you require more Voters after the point of Launch, you must pay for such Voters in accordance with the Tiered Pricing.

11.3 You shall ensure that you provide the necessary authorisation to enable Choice Votingto receive payment Fee by direct debit or any other payment method nominated by Choice Voting.

11.4 Choice Voting reserves the right to charge for additional and/or ancillary services provided to you during the course of this Agreement. In the event of the same, Choice Voting may issue an invoice to you and any such invoice must be paid by you within 30 days of the date of the invoice.

11.5 If you fail to pay any fees due under this Agreement, including those which may relate to ancillary and/or additional services, then Choice Voting may suspend your access to the Platform or any part of it (including the free elements of the Platform) and Documentation with immediate effect and not grant access until such payment is received in full to Choice Voting’s nominated bank account or via Choice Voting’s nominated payment method.

11.6 If you fail to make any payment due to Choice Voting under this Agreement then, without limiting Choice Voting’s remedies, you shall pay interest on the overdue amount at the rate of 4% (or 4% where the rate is lower than 0%) per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

11.7 All amounts and fees stated or referred to in this Agreement shall be payable in GBP, non-cancellable and non-refundable and are exclusive of value added tax, unless otherwise stated; any and all VAT or equivalent taxes shall be added to Choice Voting’s invoice(s) at the appropriate rate.

12. CONFIDENTIALITY

12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

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

12.3 was in the other party's lawful possession before the disclosure; or

12.4 is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

12.5 Subject to clause 12.7, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

12.6 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

12.7 A party may disclose Confidential Information to the minimum extent possible if 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.

12.8 Both parties acknowledge that details of the Platform, and the results of any Election, constitute your Confidential Information.

12.9 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 specified in clause 12.7.

12.10 Upon termination or expiry of this Agreement, the obligations under this clause 12shall continue for 5 years.

13. LIABILITY AND INDEMNITY

13.1 Nothing in this Agreement excludes or limits the liability which is not capable of lawful limitation, but all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.

13.2 This clause sets out the entire financial liability of Choice Voting (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of any breach of this Agreement; any use made by you of the Platform; and any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

13.3 To the fullest extent permitted by law, Choice Voting shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from your exercise of the rights granted to you under this Agreement.

13.4 In any event, subject to clause 13.1 and 13.3, Choice Voting’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fee paid by you for the 12 months preceding the date on which the claim arose.

13.5 You assume sole responsibility for your use of the Platform and Elections and Choice Voting shall have no liability for any damage caused by errors or omissions within Platform, Elections or Documentation, or any actions taken by the you in relation to the same.

13.6 Choice Voting is not responsible for:

13.6.1 delays to the Start Date and/or Launch where such delay is caused by you, Voters and/or Authorised Users; and/or

13.6.2 inaccuracies or errors made by you and/or by that of third parties; and/or

13.6.3 your regulatory obligations and/or any other governance requirements.

13.7 You shall indemnify Choice Voting against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Choice Voting arising out of or in connection with:

13.7.1 exercising your rights granted under this Agreement;

13.7.2 any claim made against Choice Voting for actual or alleged infringement of a third party's Intellectual Property Rights including those arising out of or in connection with any User Generated Content;

13.7.3 your breach or negligent performance or non-performance of this Agreement;

13.7.4 the enforcement of this Agreement; or

13.7.5 any claim made against Choice Voting by a third party for death, personal injury or damage to property arising out of or in connection with the Platform.

13.8 If a payment due from you under this clause is subject to tax (whether by way of direct assessment or withholding at its source), Choice Voting shall be entitled to receive from you such amounts as shall ensure that the net receipt, after tax, to Choice Voting in respect of the payment is the same as it would have been were the payment not subject to tax.

14. TERMINATION

Either party may terminate this Agreement at any time with immediate effect by giving written notice to the other. Once terminated, the provisions at clause 15 shall come into force. Choice Votingwill not refund to you any amounts paid in respect of an Election pursuant to clause 11.7.

15. CONSEQUENCES OF TERMINATION

15.1 On termination of this Agreement for any reason:

15.1.1 all licences granted to you under this Agreement shall terminate and you shall immediately cease all use of the Platform and the Documentation;

15.1.2 any Fees shall become immediately payable by you and in respect of services supplied but for which no invoice has been submitted, Choice Voting may submit an invoice, which shall be payable immediately on receipt;

15.1.3 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;

15.1.4 the following clauses shall continue in force: clause 1 (Interpretation), clause 6.9 (Your Obligations), clause 12 (Confidentiality), clause 15(Consequences of termination), clause 18 (Waiver), clause 20(Severance), clause 27 (Governing law and Jurisdiction).

16. FORCE MAJEURE

Choice Voting has no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Choice Voting or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemic, epidemic, outbreak of infectious disease, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, denial of service attack, downtime or cyber-attack provided that youare notified of such an event as soon as reasonably practicable and its expected duration.

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. RIGHTS AND REMEDIES

19.1 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. SEVERANCE

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

21. ENTIRE AGREEMENT

21.1 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.

21.2 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.

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

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

22. ANTI-BRIBERY

22.1 Both parties shall comply with the applicable laws relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010.

22.2 Either party shall promptly report to the other any request or demand for any undue financial or other advantage of any kind received by a party in connection with the performance of the Agreement.

22.3 Breach of this clause shall be deemed a breach of a material clause.

23. ASSIGNMENT

23.1 You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

23.2 Choice Voting may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

24. 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).

25. THIRD PARTY RIGHTS

A person who is not a party to this Agreement has no rights under or in connection with it.

26. NOTICES

26.1 Any notice given to a party under or in connection with this Agreement shall be in writing and sent to the party in accordance with clause 26.2.

26.2 The following table sets out methods by which a notice may be sent and its corresponding deemed delivery date and time:

Delivery method

Deemed delivery date and time

For you: Email to the email address linked to your Account.

For Choice Voting: Email to: [email protected].

At the time of transmission if during Business Hours, otherwise at 10:00am on the next Business Day after transmission.
26.3 This clause does not apply to the service of any proceedings or any other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

27. GOVERNING LAW AND JURISDICTION

The validity, construction and performance of the Agreement is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the English and Welsh courts, to which the parties irrevocably submit.