Legal relationships

Thank you for visiting this page of our website. Broadly speaking the pages linked to on this page structure the legal relationships between Conversations By Ami Limited as the website operator, and you the visitor or Ami’s customers who deploy Ami on their website(s).

Privacy Notice

Conversations By Am respects your right to privacy. This Privacy Notice explains who we are, how we collect, share and use personal information about you, and how you can exercise your privacy rights. This Privacy Notice applies to personal information that we collect through our services (including our website).

If you have any questions or concerns about our use of your personal information, then please contact us using the contact details provided at the bottom of this Privacy Notice.


When you use our services, we and other organisations may collect some information about you and the devices that you use to access them. You may share choose to share your information with us (for example, where you contact us by email to ask a question about our services) and some information is collected automatically using cookies. You can find out more information about the cookies which we use in our Cookies Notice. If you do provide us with information, it is important that you inform us of any changes so that we can keep the information which we hold about you up-to-date and ensure it remains accurate. We will co-operate with authorities as required by disclosing any details which we hold to them (which may include your identity, contact details, and information about any devices used to access our services).

What personal information does Conversations By Ami collect and why?

The personal information that we may collect about you broadly falls into the following categories, information:

  • we request.
  • you volunteer, and
  • we collect automatically.
  • from 3rd party sources

Information We Request

We may ask you to provide personal information voluntarily: for example, to provide your contact details in order to register an account with us, to subscribe to marketing communications from us, and/or to submit enquiries to us. The personal information that you are asked to provide, and the reasons why you are asked to provide it, will be made clear to you at the point we ask you to provide it.

Information that we collect automatically

When you use our services, we may collect certain information automatically from your device. In some countries, including countries in the European Economic Area, this information may be considered personal information under applicable data protection laws.

Information we collect automatically

The information we collect automatically may include information like your IP address, device type, unique device identification numbers, browser-type, broad geographic location (e.g. country or city-level location), and other technical information. We may also collect information about how your device has interacted with our service, including webpages accessed and links clicked. Collecting this information enables us to better understand the users of our services, where they come from, and what content is of interest to them. We use this information for our internal analytics purposes and to improve the quality and relevance of our services.

Some of this information may be collected using cookies and similar tracking technology, as explained .

Information that we obtain from third party sources

We may receive personal information about you from third party sources, but only where we have checked that these third parties either have your consent or are otherwise legally permitted or required to disclose your personal information to us.

The types of information we collect from third parties include statistics and usage patterns and we use the information we receive from these third parties to maintain and improve the accuracy of the records we hold about you and the services we provide to you.

In general, we will use the personal information we collect from you only for the purposes described in this Privacy Notice or for purposes that we explain to you at the time we collect your personal information. However, we may also use your personal information for other purposes that are not incompatible with the purposes we have disclosed to you if this is permitted by applicable data protection laws.

If you provide us with information about someone else, please ensure you have the person’s permission to do so for the purposes detailed in this Privacy Notice. By providing personal data relating to another person, you confirm that you have their consent to do so, or are entitled to consent to the processing on their behalf (for example for children where you have parental responsibility).

Who does Active OMG share my personal information with?

We may disclose your personal information to:

  • our group companies, and

  • third party services providers who provide data processing services to us (for example, to support the delivery of,

  • provide functionality on, or

  • help to enhance the security of our services), or who otherwise process personal information for purposes that are described in this Privacy Notice or notified to you when we collect your personal information;

  • any competent law enforcement body, regulatory, government agency, court, or other third party where we believe disclosure is necessary:

  1. as a matter of applicable law or regulation;
  2. to exercise, establish or defend our legal rights; or
  3. to protect your vital interests or those of any other person; an actual or potential buyer (and its agents and advisers) in connection with any actual or proposed purchase, merger, or acquisition of any part of our business, provided that we inform the buyer it must use your personal information only for the purposes disclosed in this Privacy Notice; and other persons if you have consented to the disclosure.

Legal basis for processing personal information

Our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it.

We will normally collect personal information from you only:

  1. where we need the personal information to perform a contract with you;
  2. where the processing is in our legitimate interests and not overridden by your rights; or
  3. where we have your consent to do so. In some cases, we may also have a legal obligation to collect personal information from you or may otherwise need the personal information to protect your vital interests or those of another person.

If we ask you to provide personal information to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information).

Our legitimate interests include, for instance, improving our platform, undertaking marketing, or for the purposes of detecting or preventing illegal activities. We may have other legitimate interests and if appropriate we will make these clear to you at the relevant time what those legitimate interests are.

If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the contact details provided .

Cookies and similar tracking technology

We use cookies and similar tracking technology to collect and use personal information about you, including to serve interest-based advertising. For further information about the types of cookies we use, why, and how you can control cookies, please see our Cookie Notice.

How does Active OMG keep my personal information secure?

We use appropriate technical and organisational measures to protect the personal information about you that we collect and process. The measures we use are designed to provide a level of security appropriate to the risk of processing your personal information.

We have implemented a security policy that guards against unauthorised access. Data on our secure pages is encrypted using SSL technology.

Where we have given you (or where you have chosen) credentials which enable you to access certain parts of our services (such as usernames and passwords), you are responsible for keeping these confidential.

All your data will be encrypted at all times whilst in transit over the Internet. SSL is special software that automatically encrypts any data sent by you on our secure pages. Our server then reads the data using a private key. This means that your data, be it debit or credit card information or any other personal details, is turned into code that can only be decoded with the private key or password. All parts of the services that require you to enter personal information are secure. Your browser will indicate that the page is secure by displaying a padlock or key in the status bar at the bottom of the window. If your browser is suitably configured, you will receive a warning message when you first access any secure page on the site. This is simply information to advise you that the site is protecting your data.

The transmission of information via the internet is not completely secure. Although we will do what we reasonably can to protect your personal data, we cannot guarantee the security of any personal data that you disclose online. You accept the inherent security implications of using the internet and we will not be responsible for any breach of security unless we have been be in breach of applicable laws, and then only to the limits set out in any relevant terms and conditions.

Our services may contain links to and from the services of our partner networks, advertisers, affiliates and members of our corporate group. If you follow a link to any of these, please note that they should have their own privacy policies/ terms of use, and we do not accept any responsibility or liability for them. Please check their privacy notices before you submit any personal data to them.

International data transfers

Your personal information may be transferred to, and processed in, countries other than the country in which you are resident. These countries may have data protection laws that are different to the laws of your country (and, in some cases, may not be as protective).

Our servers are located in the European Economic Area, although our group companies and third party service providers operate around the world. This means that when we collect your personal information we may process it in any of these countries, subject to the following paragraph.

Countries outside the European Economic Area do not always have strong data protection laws. However, we will always take steps to ensure that your information is used by third parties in accordance with this policy and that we comply with applicable legal requirements to ensure adequate protection for your information. We will take appropriate safeguards to require that your personal information will remain protected in accordance with this Privacy Notice. This may include implementing the European Commission’s Standard Contractual Clauses for transfers of personal information, which require the recipient of data to protect personal information they process in accordance with European Union data protection law. Our list of current transfer mechanisms can be provided on request.

We may also transfer or disclose your personal information to our service providers, professional advisers, and to such other persons as we consider necessary for the administration of the services and our business.

Data retention

We retain personal information we collect from you where we have an ongoing legitimate need to do so (for example, to provide you with a service you have requested or to comply with applicable legal, tax, or accounting requirements).

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymise it or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

Your data protection rights

You have the following data protection rights:

If you wish to access, correct, update, or request deletion of your personal information, you can do so at any time by contacting us using the contact details provided .

In addition, you can object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information. Again, you can exercise these rights by contacting us using the contact details provided .

You have the right to opt-out of marketing communications we send you at any time. You can exercise this right by clicking on the unsubscribe or opt-out link in the emails we send you. To opt-out of other forms of marketing, then please contact us using the contact details provided .

Similarly, if we have collected and process your personal information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.

Whilst we would prefer you to come to us first with any complaints, you have the right to complain to a data protection authority about our collection and use of your personal information. For more information, please contact your local data protection authority.

We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws.

Updates to this Privacy Notice

We may update this Privacy Notice from time to time. When we update our Privacy Notice, we will take appropriate measures to inform you, consistent with the significance of the changes we make. We will obtain your consent to any material Privacy Notice changes if this is required by applicable data protection laws.

How to contact us

If you have any questions or concerns about our use of your personal information, please contact us using the following details:


Data Privacy Officer

40 Manchester Street, London W1U 7LL


The data controller of your personal information is Conversations By Ami Limited.

Last updated: [20th November 2019]

Cookie Policy

Cookie Notice - Last updated: [1st July 2018]

This Cookie Notice explains how Conversations By Ami Limited (“CBA”, "we", "us", and "our") use cookies and similar technologies to recognise you when you visit our websites at (the "Website"). It explains what these technologies are and why we use them, as well as your rights to control our use of them.

What are cookies?

Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information.

Cookies set by the website owner (in this case, CBA) are called "first party cookies". Cookies set by parties other than the website owner are called "third party cookies". Third party cookies enable third party features or functionality to be provided on or through the website (e.g. like advertising, interactive content and analytics). The parties that set these third party cookies can recognise your computer both when it visits the website in question and also when it visits certain other websites.

Why do we use cookies?

We use first party and third party cookies for several reasons. Some cookies are required for technical reasons in order for our Websites to operate, and we refer to these as "essential" or "strictly necessary" cookies. Other cookies also enable us to track and target the interests of our users to enhance the experience on our Websites. Third parties serve cookies through our Websites for advertising, analytics and other purposes. This is described in more detail below.

The specific types of first and third party cookies served through our Websites and the purposes they perform are described in the table below (please note that the specific cookies served may vary depending on the specific part of our Website which you visit).

Types of cookie

Essential website cookies: These cookies are strictly necessary to provide you with services available through our Websites and to use some of its features, such as access to secure areas.

Sr-li –supports login and tracks login activity

Because these cookies are strictly necessary to deliver the Websites to you, you cannot refuse them.

You can block or delete them by changing your browser settings however, as described below under the heading "How can I control cookies?".

Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our Websites but are non-essential to their use. However, without these cookies, certain functionality (like videos) may become unavailable.

sr-data – the cookie Ami uses to recognise users

sr-cur – recognises when the user starts their session

sr-ec- how Ami remembers a conversation from previous page

sr-rl- tracks recovery layers that have been shown

sr-cl – remembers closed conversations

sr-lc – logs when a user has their first chat with Ami

SrIMin & srMin – tracks chat window minimisation

sr-srch – remembers user searches

sr-cbs – remembers user callback requests

To refuse these cookies, please follow the instructions below under the heading "How can I control cookies?"

Analytics and customisation cookies

These cookies collect information that is used either in aggregate form to help us understand how our Websites are being used or how effective are marketing campaigns are, or to help us customise our Websites for you.

__utma - This cookie helps us determine the number of unique visitors to our website.

__utmb - We use this Google Analytics cookie to help us to record the length of individual sessions from our users on our website. Each time you move to a new page within our website within 30 minutes of arriving the cookie updates so that we know that you are still actively using our website within a single session.

__utmc - Similar to _utmb, we use this Google Analytics cookie to help us record the length of individual sessions on our website.

__utmz - This cookie helps us determine the referral method for people visiting our website. This helps us to analyse the traffic arriving at our website and to determine which are the most popular routes (e.g. direct, search engine search, email link

To refuse these cookies, please follow the instructions below under the heading "How can I control cookies?"

What about other tracking technologies, like web beacons?

Cookies are not the only way to recognise or track visitors to a website. We may use other, similar technologies from time to time, like web beacons (sometimes called "tracking pixels" or "clear gifs"). These are tiny graphics files that contain a unique identifier that enable us to recognise when someone has visited our Websites or opened an e-mail that we have sent them. This allows us, for example, to monitor the traffic patterns of users from one page within our Websites to another, to deliver or communicate with cookies, to understand whether you have come to our Websites from an online advertisement displayed on a third-party website, to improve site performance, and to measure the success of e-mail marketing campaigns. In many instances, these technologies are reliant on cookies to function properly, and so declining cookies will impair their functioning.

Do you serve targeted advertising?

Third parties may serve cookies on your computer or mobile device to serve advertising through our Websites. These companies may use information about your visits to this and other websites in order to provide relevant advertisements about goods and services that you may be interested in. They may also employ technology that is used to measure the effectiveness of advertisements. This can be accomplished by them using cookies or web beacons to collect information about your visits to this and other sites in order to provide relevant advertisements about goods and services of potential interest to you. The information collected through this process does not enable us or them to identify your name, contact details or other personally identifying details unless you choose to provide these.

How can I control cookies?

You have the right to decide whether to accept or reject cookies. You can exercise your cookie preferences by clicking on the appropriate opt-out links provided in the cookie table above.

You can set or amend your web browser controls to accept or refuse cookies. If you choose to reject cookies, you may still use our website though your access to some functionality and areas of our website may be restricted. As the means by which you can refuse cookies through your web browser controls vary from browser-to-browser, you should visit your browser's help menu for more information.

In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit or

How often will you update this Cookie Notice?

We may update this Cookie Notice from time to time in order to reflect, for example, changes to the cookies we use or for other operational, legal or regulatory reasons. Please therefore re-visit this Cookie Notice regularly to stay informed about our use of cookies and related technologies.

The date at the top of this Cookie Notice indicates when it was last updated.

Where can I get further information?

If you have any questions about our use of cookies or other technologies, please email us at

Converstations By Ami Limited details

Conversations By Ami Limited is a company incorporated in England and Wales with registered number 11961044 whose registered address is 40 Manchester Street London W1U 7UU Website The registered VAT number is 945 2039 27 You can contact Conversations By Ami Limited by email on

Terms and Conditions of use

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Conversations By Ami Limited, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.
In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Active OMG Limited and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Active OMG Limited and accessing the Website in connection with the provision of such services.
You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.
1. All Content included on the Website, unless uploaded by Users, is the property of Active OMG Limited, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner's prior written permission
2. You may, for your own personal, non-commercial use only to retrieve, display and view the Content on a computer screen
3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Conversations By Ami Limited. PROHIBITED USE
1. You may not use the Website for any of the following purposes:
a. in any way which causes, or may cause, damage to the Website or interferes with any other person's use or enjoyment of the Website;
b. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
c. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.
1. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Conversations By Ami Limited or that of our affiliates.
2. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
3. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.
1. Use of the Website is also governed by our Privacy Policy and Cookies Policy, which are incorporated into these terms and conditions by this reference. To view the Privacy Policy and Cookies Policy, please click on the following: and
1. Any online facilities, tools, services or information that Conversations By Ami Limited makes available through the Website (the Service) is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Active OMG Limited is under no obligation to update information on the Website.
2. Whilst Conversations By Ami Limited uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
3. Conversations By Ami Limited accepts no liability for any disruption or non-availability of the Website.
4. Conversations By Ami Limited reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise. LIMITATION OF LIABILITY
1. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
2. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
3. To the maximum extent permitted by law, Conversations By Ami Limited accepts no liability for any of the following:
a. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
b. loss or corruption of any data, database or software;
c. any special, indirect or consequential loss or damage. GENERAL
1. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
2. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
3. These terms and conditions together with the Privacy Policy and Cookies Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
5. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
6. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
7. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

EULA - End user licence agreements

END USER TERMS These terms shall be incorporated into each order placed with Conversations By Ami Limited ("Licensor") for use or access of the Licensor's conversational artificial intelligence known as 'Ami'. 1. ORDERS
The Order may be executed or otherwise accepted by the Licensor or by a Reseller on behalf of, and as an agent of, the Licensor.
When an Order is placed through a Reseller, the Agreement is formed between the Customer and the Licensor for the provision of the Services set out in these terms. The Licensor may require the Reseller to provide certain of the Services to the Customer on its behalf. However, if other services or obligations are set out in the Order, or other terms are agreed in the Order, those shall be the services, obligations, and terms of the Reseller (and shall form an agreement between the Customer and the Reseller separate to the agreement between the Customer and the Licensor).
In the event that the Order contains orders for different Services, each such Service shall be covered under a separate Agreement incorporating these terms for each of the applicable Services. 2. SUBSCRIPTION Each Agreement shall commence on the Effective Date and continue for the Licence Term. Except as otherwise stated in the Order the Agreement shall automatically renew at the end of each Licence Term for a further Licence Term (unless notice has been given in accordance with clause 2.2). The Customer shall be entitled to terminate the Agreement by giving the Licensor not less than ninety (90) days' written notice, such notice to expire at or after the end of the first Licence Term. The Licensor may terminate this Agreement by giving the Customer not less than thirty (30) days' written notice. 3. RIGHTS OF USE In consideration for the payment of the licence fees and hosting fees (as specified in the Order), the Customer shall be entitled to access and use the Services on a non-exclusive basis for the duration of the Agreement in relation to the Website and the Content, including the right to use the Ami Code Snippet on the Website, and to set-up, configure, test, and operate the Services through the dashboard made available within the Services ("Permitted Use"), and to use the Documentation internally to support its use. The Customer may permit its employees and individual contractors, and any relevant Reseller, to access the Services for the purposes of the Permitted Use, provided that the Customer shall remain liable for any such access. The Customer must only access and use the Services in accordance with the Documentation and Applicable Law. The Customer must not:

  • use Ami Code Snippet, or access or use the Services or Documentation, other than for the Permitted Use; or
  • use or access the Services in conjunction with any Website or Content which is pornographic, obscene, offensive, racist, abusive, harassing, bullying, violent, criminal, discriminatory, biased, libellous, defamatory, unlawful, illegal or which infringes the rights or any third party or targets vulnerable people.
The Licensor reserves the right to change and modify the Services and the way in which they are provided from time to time without notice to the Customer. Save where such change or modification is as a result of Applicable Law, the Licensor shall ensure that this does not have a materially adverse effect on the Customer's use of the Services. 4. PERFORMANCE
The Licensor warrants that the Services will comply with the Service Level Agreement In the event of any defect arising in respect of the Services, and in respect of the above warranty, the Licensor's sole liability shall be to remedy the defect through the Support Services, and where, in the Licensor's opinion, remedy is not reasonably possible, the Licensor may terminate the affected Services on written notice to the Customer. The performance and operation of the Services are entirely dependent upon the Content, and the outputs of the Services are produced by processing the Content through learning algorithms. The Customer is responsible for the completeness, accuracy, and availability of the Content. The Licensor shall have no liability for performance of the Services, save as set out in clause 1, or for any effect which the Content has on the operation or output of the Services. 5. SUPPORT SERVICES In consideration for the payment of the set-up fees (as specified in the Order), the Customer shall be provided with up to two (2) days of assistance (as required) to set-up the Services. This shall include configuration and testing of the Services in relation to the Website and Content, and dashboard training. Any additional assistance required beyond this shall be charged in addition at the Licensor's standard rates. In consideration for the payment of the support fees (as specified in the Order), the Customer shall be provided with troubleshooting in respect of any issue, query, or defect, as well as teaching-support (for the artificial intelligence), in relation to the Services. This support shall be accessible via a helpdesk. The Customer shall be informed how to access the helpdesk and the operating hours of the helpdesk from time to time. The Support Services shall be provided with reasonable care and skill and in accordance with Applicable Law. 6. FEES & PAYMENT The Customer shall pay the Fees in full and without set-off by electronic bank transfer within thirty (30) days of receipt of an invoice. Where the Customer has placed the Order with a Reseller, unless otherwise directed by the Licensor, the applicable Reseller shall invoice the Customer for the Fees and the Customer shall pay the Fees to the applicable Reseller. Provided the Customer has not been directed otherwise by the Licensor, payment of the Fees in full to the applicable Reseller shall satisfy the obligation of the Customer to pay the Fees under the Agreement. Unless stated otherwise in the Order, the Customer shall be invoiced for the Fees in respect of:
  • set-up fees, in advance following the date of the Order;
  • licence, hosting, and support fees, on a monthly basis in arrears; and
  • any additional fees, on a monthly basis in arrears.
All amounts set out in the Agreement will be exclusive of VAT or any other sales tax, which will be paid at the rate and the manner prescribed by law from time to time. If a payment due under the Agreement is subject to withholding tax, the Customer shall pay such amounts as will ensure that the net receipt, after tax, is the same as it would have been were the payment not subject to withholding tax. Any invoice which is paid later than the date on which the relevant sum became due and payable will be paid together with interest which will be automatically applied at an annual rate of 4% above the base rate for the time being of the Bank of England calculated from and including the day the sum became due for payable up to but excluding the date of payment. 7. INTELLECTUAL PROPERTY RIGHTS The parties acknowledge that:
- all rights, title, and interests in the Services and Documentation, including the Ami Code Snippet, and any enhancements or modifications which are made available or developed from time to time (including where at the request or suggestion of the Customer or in the provision of Support Services), are owned by the Licensor and its licensors; and
- all rights, title and interests in the Website and Content are owned by the Customer and its licensors. To the extent necessary for the Licensor to exercise any rights or comply with any obligations under the Agreement, the Customer grants the Licensor a non-exclusive, royalty-free right to access and use the Website and Content. 8. INDEMNITY Subject to clause 4, the Licensor shall: (i) defend the Customer from and against any legal proceedings brought by a third party alleging that use of the Services or Documentation in accordance with the Agreement infringes the Intellectual Property Rights of any person (a "Customer IPR Claim"); and (ii) indemnify the Customer for any amount agreed by the Licensor in settlement of the Customer IPR Claim, or finally awarded by a court of competent jurisdiction against the Customer (with no further right of appeal) as a result of the Customer IPR Claim. In case of any Customer IPR Claim, the Licensor may at its discretion: (i) procure for the Customer a right to continue using the affected element of Services; (ii) replace or modify the affected element of the Services to avoid the infringement; or (iii) terminate the affected Services on written notice to the Customer, in which case the Licensor shall provide the Customer with a pro-rata refund in respect of any Fees paid in advance. The Customer shall: (i) subject to clause 4, defend the Licensor from and against any legal proceedings brought by a third party in connection with the Licensor's use of the Website or Content for the purposes of the Agreement (a "Licensor Claim"); and (ii) indemnify the Licensor for any loss, damage, or expense suffered or incurred by the Licensor in connection with a Licensor Claim or a breach by the Customer of clause 3. Either party seeking to rely on the indemnities in clause 1 or 8.3 shall:
  • provide the indemnifying party with prompt notice of any circumstances which may reasonably give rise to such a claim and notify the Licensor immediately if such a claim is received;
  • procure that the indemnifying party has conduct of the defence of any such claim;
  • provide such assistance as is reasonably requested by the indemnifying party in relation to defence of a such a claim, at the indemnifying party's cost; and
  • not take any step involving any payment or admission of liability in relation to such a claim without the indemnifying party's prior written consent.
9. CONFIDENTIALITY Save as provided below, each party (the "Receiving Party") will not disclose to third parties, nor use for any purpose other than for the proper fulfilment of the purpose of the Agreement, any Confidential Information belonging to or received from the other party (the "Disclosing Party") under or in connection with the Agreement, without the prior written permission of the Disclosing Party. Each party will further be entitled to disclose Confidential Information to the extent reasonably required:
  • to its employees, officers, representatives and advisers who need to know such Confidential Information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives and advisers to whom it discloses such Confidential Information comply with these obligations of confidentiality; and
  • as may be required by law, court of competent jurisdiction or governmental or regulatory authority.
Subject to each party's right to retain copies of all Confidential Information for its internal and regulatory compliance purposes only, the Receiving Party will, where possible, return or destroy all Confidential Information provided by the Disclosing Party in connection with the Agreement upon request within seven (7) days of such request. 10. DATA PROTECTION Each party will comply with all applicable requirements of Privacy Law. In this clause 10, "controller", "processor", "data subject", "personal data", "processing" and "process" shall have the meanings given in Privacy Law. In relation to any personal data processed by the Licensor as processor on behalf of the Customer as controller, the Customer warrants that:
- the disclosure of such personal data to the Licensor and its processing by the Licensor for the purpose of the Agreement complies with Privacy Laws; and
- it has provided the data subjects with information necessary to ensure fair processing and has obtained, and can demonstrate on request, all necessary consents (where required by Privacy Laws) in relation to such personal data. In relation to any personal data processed by the Licensor as processor on behalf of the Customer as controller, where required by Privacy Law, the Licensor shall:
  • process such personal data only on the written instructions of the Customer, except where otherwise required by any Applicable Law;
  • shall implement appropriate technical and organisational measures to protect such personal data from accidental or unlawful destruction, and loss, alteration, unauthorised disclosure of, or access to such personal data (a "Security Incident");
  • ensure that all personnel who have access to and/or process such personal data are obliged to keep the personal data confidential; at the written direction of the Customer, delete or return such personal data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Law to store such personal data;
  • not process such personal data in a territory outside of the European Economic Area unless it has taken such measures as are necessary to ensure the transfer is in compliance with Privacy Law (except that if the Customer is outside the European Economic Area the Licensor may transfer personal data processed on behalf of the Customer to the Customer, and the Customer shall ensure it has appropriate safeguards to protect the rights and privacy of the data subjects in accordance with Privacy Law); and
  • maintain complete and accurate records and information to demonstrate its compliance with this clause 10 and provide the Customer with such information as is requested by the Customer from time to time for the Licensor to demonstrate its compliance with this clause 10.
The Customer consents to the Licensor engaging third party subprocessors to process personal data. The Licensor shall: (i) maintain an up-to-date list of its subprocessors at, which it shall update with details of any change in subprocessors at least 10 days prior to any such change; (ii) impose data protection terms on any subprocessor it appoints that require it to protect the personal data to the standard required by Data Privacy Law; and (iii) remain liable for any breach of this Agreement caused by an act, error, or omission of its subprocessor. The Customer may object to the Licensor's appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Licensor will either not appoint or replace the subprocessor or, if this is not possible, the Customer may terminate this Agreement (without prejudice to any fees incurred by the Customer prior to suspension or termination) upon giving written notice before the appointment or replacement. The Customer authorises the Licensor, as part of providing the Services, to use data generated through the Customer's access and use of the Services to create non-personal data ("Usage Data") for the purpose of improving the Service. The Customer acknowledges that the Usage Data belongs to the Licensor, and the Licensor may use the Usage Data (for example) for improving the Licensor's other products and services, and monitoring, analysing and reporting on insights and trends on an aggregated basis. The Licensor shall, at the Customer's cost, provide reasonable assistance to enable the Customer to respond to any request from a data subject to exercise any of its rights under Privacy Law and any correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of personal data. Upon becoming aware of a Security Incident, the Licensor shall inform the Customer without undue delay and shall provide all such timely information and cooperation as the Customer may reasonably require in order for the Customer to fulfil its data breach reporting obligations under Privacy Law. 11. LIABILITY Notwithstanding any contrary provision in the Agreement, neither party limits or excludes its liability in respect of any death or personal injury caused by its negligence, any fraud or fraudulent misrepresentation, any other statutory or other liability which cannot be excluded under applicable law, or the obligation to pay the Fees. Subject to clause 11.1, the liability of the Licensor arising out of or in connection with the Agreement, whether such liability is based in contract, tort (including negligence) or otherwise will be limited to: (a) the lesser of: (i) a sum equal the amount of Fees paid in the last 180 days; or (ii) fifty thousand pounds; or (b) five thousand pounds if less than that sum was paid in the last 180 days. Subject to clauses 11.1, in no event will the Licensor be liable to the Customer, whether such liability is based in contract, tort (including negligence) or otherwise, for any loss of profit, loss of revenue, loss of business, loss of use, loss of or damage to data, loss of or damage to reputation or goodwill, business interruptions, or any indirect, special, incidental, punitive, or consequential loss or damage. Except as expressly set out in these terms, all warranties, conditions, undertakings, and representations as to the Licensor's performance of its obligations under the Agreement are, to the fullest extent permitted by law, excluded from this Agreement. 12. TERMINATION Without prejudice to any other right or remedy, either party will have the right, immediately upon notice in writing to the other party, to terminate the Agreement if the other party:
- commits a material breach of the Agreement, provided that where such breach is capable of remedy the other party has been notified in writing of the breach and has not rectified it within thirty (30) days of receipt of such notice;
- is declared or becomes insolvent, has a moratorium declared in respect of any indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including making of an application, entering into a board resolution or giving of a notice) by it or by any other person in respect of such circumstances; or
- suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of that party's business. Without prejudice to any other right or remedy, the Licensor will have the right, immediately upon notice in writing to the Customer, to terminate the Agreement if the Customer:
- undergoes a change of Control; or
- is late in making payment of any amounts due and fails to make payment within thirty (30) days of being notified in writing of the late payment. If the Licensor has the right to terminate the Agreement (except under clause 12.2(a)), it may instead temporarily suspend the Services until the situation is resolved to its satisfaction. 13. CONSEQUENCES OF TERMINATION On termination of the Agreement, the Customer shall immediately:
- cease all use and access of the Services and Documentation, and any other materials provided by the Licensor; and
- remove the Ami Code Snippet for the Services from the Website. Termination of the Agreement shall not affect 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. Any provision of these terms which expressly or by implication are intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect, including in particular the following clauses: 5, 4.3, 6, 7, 8, 9, 11, 13, 14, 15, 18 and 19. 14. DEALINGS The Customer may not assign, subcontract, or otherwise transfer the Agreement to any person without the prior written consent of the Licensor. The Licensor may assign or otherwise transfer the Agreement, and (subject to clause 10.4) subcontract the performance of its obligations under the Agreement, to any third party. In the event that the Licensor subcontracts the performance of any of its obligations under the Agreement it will be responsible for the management of its subcontractors and their acts and omissions in connection with the subcontracting. 15. GENERAL Nothing in the Agreement is intended to create a partnership or agency between the parties. No variation of the Agreement will be effective unless made in writing, signed by or on behalf of the parties and expressed to be such a variation. The failure to exercise or delay in exercising a right or remedy provided to a party under the Agreement shall not constitute a waiver of that right or remedy, and no waiver by a party of any breach of the Agreement shall constitute a waiver of any subsequent breach of the same or any other provision. Each right or remedy of a party under the Agreement is without prejudice to any other right or remedy of that party under the Agreement or at law. The Agreement constitutes the entire understanding between the relevant parties relating to the subject matter of the Agreement and, save as may be expressly referred to in the Agreement, supersedes and extinguishes all prior or contemporaneous representations, writings, negotiations or understandings, either written or oral, relating to the subject matter of the Agreement. Except in respect of any fraudulent misrepresentation made by a party, the parties acknowledge that they have not relied on any representations, writings, negotiations or understandings, whether express or implied, (other than as set out in the Agreement) in entering into the Agreement. The Licensor may change these terms by notifying the Customer of the change, and of the date it is due to come into effect, not less than thirty (30) days in advance. The change shall become effective on the date specified unless the Customer notifies the Licensor of termination under clause 2 before that date. If the Customer serves a notice under clause 2.2, the change shall not take effect in relation to the Agreement so terminated. If any provision of the Agreement or any part of any provision is determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it will be void or unenforceable to that extent only and the validity and enforceability of any of the other provisions or the remainder of any such provision will not to be affected. If any clause is rendered void or unenforceable, whether wholly or in part, the parties will endeavour, without delay, to attain the economic and/or other intended result in another legally permissible manner. A person who is not a party to the Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise, save that clause 6 may be enforced by the applicable Reseller. 16. NOTICES All formal notices and communications between the parties made in the course of the Agreement are to be in writing and will be deemed to have been received by the addressee at the times stated below, provided that the notice of communication is addressed to the recipient at the address specified in the Agreement or otherwise notified in writing from time to time, is marked for the urgent notification of the specified point of contact as notified in writing to the other party from time to time and is sent postage prepaid:
  • by first class post, forty-eight (48) hours after dispatch;
  • by hand delivery, immediately upon receipt by the recipient; or
  • on the next working day if sent by a reputable overnight express mail service.
Notices from the Licensor under clause 15.5 may be given electronically, and shall be deemed received the first business day after the day on which the notice is issued. 17. COUNTERPARTS The Order may be executed in any number of counterparts, each of which when executed and delivered is an original, but all the counterparts together constitute the same document. Delivery of an executed counterpart of a signature page of the Order by email shall be as effective as delivery of a manually executed counterpart of the Order. 18. GOVERNING LAW & JURISDICTION The Agreement, and any non-contractual obligations arising in connection with it, is governed by and construed in accordance with the laws of England and any dispute arising out of the Agreement shall be subject to the exclusive jurisdiction of the courts of England to which both parties hereby agree to submit for these purposes. 19. DEFINITIONS In these terms the following terms shall have the following meanings:
"Agreement" means each agreement formed between the Licensor and the Customer by the Order (or relevant part of it) and these terms;
"Ami Code Snippet" means the installation code provided to the Customer from time to time;
"Applicable Law" means statutes, statutory instruments, regulations, orders and other legislative provisions in any jurisdiction, including any delegated or subordinate legislation, and any judgment of a relevant court of law or decision of a tribunal or competent authority; "Confidential Information" means all information disclosed to the relevant party by or on behalf of the other party in connection with the Agreement and which relates to the provisions of the Agreement, the negotiations relating to the Agreement or the subject matter of the Agreement and all other information disclosed to the relevant party by or on behalf of the other party which is marked as or has been otherwise indicated to be confidential or which would be regarded as confidential by a reasonable business person, in each case in any form or medium whether disclosed orally or in writing, before or after the Effective Date, together with any reproductions of such information in any form or medium or any part of this information whether or not marked as confidential, but excluding information:
(i) which a party can show it was lawfully in the possession of prior to disclosure and which had not previously been obtained under an obligation of confidence;
(ii) which is in the public domain at the time of disclosure without breach of the confidentiality obligations contained in the Agreement;
(iii) which comes into a party's possession from a third party who does not owe the disclosing party an obligation of confidence; or \
(iv) which a party can show was independently developed by persons having no access to Confidential Information. "Content" means any content, information, data (including personal data) or material contained on the Website from time to time, or any other content, information, data (including personal data) or material provided by or on behalf of the Customer from time to time;
"Control" means having the beneficial ownership of more that 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;
"Customer" means the entity ordering the Services;
"Documentation" means the user guides, documentation and manuals regarding the Services as are made available by the Licensor to the Customer from time to time;
"Effective Date" means the effective date set out in the Order, or if no such effective is stated, the date on which the Order is executed or otherwise accepted by the Licensor or a Reseller (as applicable);
"Fees" means the amounts due and payable by the Customer as set out in the Order or otherwise agreed, including set-up fees, hosting and support fees and additional fees, or if no such amounts are stated, as set out in the Licensor's or a Reseller's (as applicable) standard price list from time to time;
"Licence Term" means the term of the Customer's subscription for the Services as set out in the Order, or if no such term is stated, twelve (12) months;
"Order" means the Customer's order placed with the Licensor or a Reseller (as applicable);
"Privacy Law" means Applicable Law serving to ensure the protection of personal data (including the processing of personal data), and the protection of the rights and freedoms (in particular, their right to privacy) of data subjects relating to their personal data, which may include the EU Data Protection Directive 95/46/EC, the General Data Protection Regulation 2016/679, and any Applicable Law which replaces, implements or transposes the same;
"Reseller" means an authorised reseller of the Licensor's for the Services, a current list of which is set out at or available on request;
"Service Level Agreement" means the service level agreement applicable to the Services as is made available by the Licensor at from time to time;
"Services" means the services of the Licensor which are to be provided under the Agreement;
"Support Services" means the set-up and support services described in clause 5; and
"Website" means the Customer's website as set out in the Order or otherwise agreed between the Customer and the Licensor or a Reseller (as applicable) in writing. In these terms:
- headings are for convenience only and do not affect interpretation;
- a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's permitted assigns;
- a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
- unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; and
- any reference to an enactment includes that enactment as amended, extended, consolidated, re-enacted or applied by or under any other enactment before or after the Agreement and any subordinate legislation made (before or after the Order) under that or any other applicable enactment.

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