ezyCollect Terms & Conditions – UK

1 About

1.1 SIDETRADE LIMITED, a private company limited by shares incorporated in Ireland with company number 530457, trading as “ezyCollect by Sidetrade” (the Company, we, us or our), provides software-as-a-service and related third-party services (the Services). References in these Terms to “ezyCollect” or “ezyCollect by Sidetrade” are references to SIDETRADE LIMITED unless the applicable Order Form expressly identifies another contracting entity. Details of the Services are available on the Company’s website and related sub-domains or platforms (the Platform).

2 Acceptance of these Terms

2.1 You accept these terms and conditions (the Terms) on behalf of the business or other legal entity identified in the applicable Order Form or Account (you or your) by signing or accepting an Order Form, registering for or using the Services, integrating your systems with the Platform, creating an Account, or otherwise expressly accepting these Terms. The individual accepting these Terms on your behalf represents that they have authority to bind you. If there is any conflict between these Terms and an Order Form, the Order Form will prevail to the extent of that conflict, unless the Order Form expressly states otherwise.

2.2 You may not use the Services and may not accept the Terms if:

(a) the individual accepting this agreement does not have authority;

(b) you are not of legal age to form a binding contract with the Company; or

(c) you are a person barred from receiving the Services under the laws of the United Kingdom or any other country in which you are resident or from which you use the Services.

2.3 By engaging the Company, you acknowledge and understand that the Company does not provide you with any tax, legal, accounting or other specialist, professional or technical advice. For further information, please read the Terms carefully.

2.4 The Company may amend these Terms from time to time. We will give you reasonable prior notice of any material change that adversely affects your rights or obligations, except where a change is required sooner by law, regulation, security requirements or a third-party service dependency. Material changes will not apply retrospectively. If you do not agree to a material change, you may cease using the affected Services and exercise any termination right available under the applicable Order Form or these Terms. Non-material changes, including clarifications and administrative updates, may take effect when published or on the date stated in the notice.

3 Account Set Up

3.1 To access the Services, you are required to register for an account with the Company (the Account). You may register for an Account via the Platform or by contacting the Company directly.

3.2 As part of registration or your continued use of the Services, you may be required to provide business information and, where reasonably necessary, personal data such as identification, contact, payment or bank details. The categories of personal data collected will depend on the Services you use and will be handled in accordance with the Privacy Policy and, where applicable, the Data Processing Agreement.

3.3 You agree that any information you give to the Company will always be accurate, correct and up to date.

3.4. You understand that by supplying the Company with your address, email address and phone number, you may receive service communications relating to your Account and the Services. Any direct marketing communications will be sent in accordance with applicable UK data protection and electronic marketing laws, as amended from time to time. You may opt out of marketing communications at any time using the unsubscribe method provided or by privacy.ezy@sidetrade.com.

3.5 You and the Company agree that personal data provided in relation to the Services will be processed in accordance with the Privacy Policy and applicable UK data protection law, including the UK GDPR and the Data Protection Act 2018.

4 Identity Verification

4.1 You acknowledge and agree that due to the nature of the Services, the Company may be required to verify your identity to ensure that you are not using the Services in an illegal or fraudulent manner.

4.2 You warrant that where the Company advises you in writing that they require further verification of your identity then you will make all reasonable endeavours to comply with this request within seven (7) days of receipt of same.

4.3 You warrant that any information that you provide pursuant to this clause will be true and correct to the best of your knowledge and belief and failure to comply with this clause will warrant an immediate termination of the provision of the Services to you.

5 Services

5.1 Where Fees apply, you must pay the fees specified in the applicable Order Form, Pricing Agreement or Platform (the Fees).

5.2 Annual Price Review

You acknowledge and agree that Fees may be reviewed annually on the anniversary of the applicable Order Form in accordance with the indexation mechanism specified in that Order Form. Where the Order Form uses the formula below, the applicable index and base reference will be identified in the Order Form:

P1 = P0 × S1 / S0

where:

P1 = revised price
P0 = price prior to revision
S0 = index applicable prior to revision (as defined in the Order Form for the first revision)
S1 = most recent index published on the revision date.

5.3 By the Company offering its Service to you, you agree and acknowledge that:

(a) the Company does not, at any time, provide any guarantees whatsoever, whether express or implied, with respect to the success of the Service or the information provided through the Platform and Services;

(b) Unless otherwise stated, all amounts are listed in Pounds Sterling (GBP) and are exclusive of VAT and any other applicable taxes;

(c) the Company may receive a commission from or pay a commission to third parties in relation to provision of the Services to you;

(d) it is your responsibility to satisfy yourself as to:

(i) any accounting classification and taxation consequences; and

(ii) the compliance with all applicable legal and regulatory provisions in relation to information provided through the Platform or Services;

(e) you shall remain solely responsible for assessing the implications and risks of using the Services; and

(f) these Terms do not create a relationship of employment, trust, joint venture, agency, partnership or other relationship of a fiduciary nature between the parties.

5.4 You acknowledge that the Company has entered into these Terms in reliance on the acknowledgements, representations and warranties given by you in these Terms.

5.5 The Company and its third party providers reserve the right to (and you acknowledge and agree that they may) perform routine maintenance on its systems as it deems necessary, and during such maintenance period Services may be unavailable for order by or delivery to you.

6 Non-Payment

6.1 If an invoice remains unpaid for more than 30 days after its due date, or a payment is reversed or charged back, the Company may, after giving reasonable notice where practicable, suspend the affected Services until all overdue amounts are paid. The Company may recover reasonable debt-recovery costs and VAT where applicable. Where the Late Payment of Commercial Debts (Interest) Act 1998 applies, the Company may also claim statutory interest, fixed compensation and reasonable recovery costs available under that legislation, unless the parties have agreed another substantial contractual remedy permitted by law. Suspension does not relieve you of your obligation to pay Fees properly due.

6.2 The Company may terminate the affected Services for material non-payment in accordance with clause 17. Nothing in this clause limits any other right or remedy available to the Company.

7 Refund Policy

7.1 Unless otherwise stated in an Order Form, Pricing Agreement or these Terms, Subscription Fees are non-refundable once due, except where a refund is required by applicable law or results from a valid termination right expressly provided in the Agreement. No refund or credit is provided for partial use or non-use of the Services during a committed subscription period. This clause does not affect any mandatory statutory rights that cannot lawfully be excluded.

8 Copyright and Intellectual Property

8.1 The Platform, the Services and all of the related products and services of the Company (the Material) are subject to copyright. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Materials (including but not limited to text, graphics, logos, button icons, video images, audio clips, Platform, code, scripts, lists, design elements and interactive features) (the Content) are owned or controlled for these purposes and are reserved by the Company or its contributors.

8.2 The Company retains all rights, title and interest (including copyrights, patents and trademarks) in the Material, the Content, and all related content therein. Nothing you do will transfer any interest in the Material to you, other than the grant of the licence to you in clause 8.4 below.

8.3 Subject to your payment of applicable Fees and compliance with these Terms, the Company grants you a non-exclusive, non-transferable, revocable right during the applicable subscription term to access and use the Services for your internal business purposes and for your Authorised Users. No ownership rights are transferred to you.

8.4 The Company does not grant you any other rights whatsoever in relation to the Material and/or the Content. All other rights are expressly reserved by the Company.

8.5 You may not, without the prior written consent of the Company and the permission of any other relevant rights owner: broadcast, republish, upload to a third party, transmit, post, distribute, show or display or publish in public, adapt or change in any way the Material or Content for any purpose, other than for the purposes expressly allowed by these Terms. This prohibition does not extend to the Material and Content which are freely available for re-use or are in the public domain.

9 Material and Content

9.1 You may use the Material and Content for your internal business purposes in connection with the Services, but you may not publish, resell or sub-license it except as expressly permitted in writing. To the extent permitted by law, the Company does not warrant that general informational Material or Content is complete, error-free or suitable as legal, tax, accounting or other professional advice.

10 Third Party Content and Services

10.1 You warrant that your debtors will be informed and will agree to any debts being referred to a debt collector prior to engaging the Services.

10.2 You warrant that you have all necessary rights, permissions and lawful bases to provide personal data and other information to the Company and to permit its processing for the Services. Where you act as controller and the Company acts as processor, the parties’ Data Processing Agreement will govern that processing. For the avoidance of doubt, consent is required only where applicable law requires consent; another lawful basis may apply.

10.3 Third Party Content

(a) The Company works with a number of partners and affiliates whose websites or mobile phone applications may be linked with or provided by the Company and are controlled by parties other than the Company (each a Third Party Content).

(b) The Company does not endorse and is not responsible or liable for the availability, contents, products, services or use of any third party product or service, Third Party Content, any website accessed from a Third Party Content or any changes or updates to such sites. The Company makes no guarantees about the content or quality of the products or services provided by such sites.

(c) By using any information, product, service, or functionality originating from the Services, you are allowing the Company to share with any third party, which the Company has a contractual relationship, any information necessary to facilitate its provisions of products, services, or functionality to you.

(d) Any third-party credit reporting, trade information or monitoring services made available through ezyCollect in the United Kingdom are provided by the relevant third-party provider identified in the applicable Order Form, product terms or Platform. Such third-party services are subject to the provider’s applicable terms, eligibility criteria and availability.

10.4 Trade Scores

(a) If your use of Services include “Trade Scores” then you agree to the Trade Participant Terms.

(b) For clause 10.4, each capitalised word not defined in these Terms, will have the meaning given in the Trade Scores Terms.

(c) To facilitate any Trade Scores or equivalent third-party credit information service made available in the United Kingdom, you authorise the Company to provide the relevant disclosure materials and other information reasonably required by the applicable third-party provider, subject to applicable data protection law and the applicable product terms.

(d) In the event the Company determines that the Disclosure Materials contain disputed details, you undertake to use your best endeavours to resolve the issue with you debtor and verify the information to the Company.

(e) You may opt out of the “Trade Information Sharing” by providing written notice to the Company at the time of accepting these Terms or by sending an email to privacy.ezy@sidetrade.com, however, if you opt out, you will not receive the Trade Scores.

10.5 Credit Service Products

(a) If the Company’s Services include “Commercial Credit Reporting” and/ “Monitoring” (collectively the Credit Services Products) then you agree to the Credit Services Products Terms.

(b) For clause 10.5, each capitalised word not defined in these Terms, will have the meaning given in the Credit Services Products Terms.

(c) The applicable third-party provider may, in accordance with its terms and applicable law, elect not to accept an order for Credit Services Products made through the Platform.

(d) If for any reason the Company is charged for the provision or the Credit Services Products to you, then you will be liable to pay the Company any applicable Fee.

(e) The Company does not guarantee access to any Credit Services Products after initially providing them to you.

10.6 Phone Number Regulatory Compliance

You are solely responsible for ensuring compliance with all applicable local laws and regulations when using phone numbers provisioned through the Services. The Company leverages third-party telecommunications providers, including Twilio, and you acknowledge that you must complete any required regulatory processes (including, without limitation, number registration and identity verification) as specified in the applicable regulatory compliance documentation made available by such providers, including Twilio’s documentation available at: https://www.twilio.com/docs/phone-numbers/regulatory/getting-started/console-regulatory-compliance-report.

Failure to comply with such requirements may result in restrictions, suspension, or termination of your ability to use the relevant phone numbers or Services.

10.7 Third-Party Components

For the Aimie Agent module, the Services include components provided by third-party SaaS providers, which remain the property of their respective owners and are subject to separate license terms and policies made available by such providers, including, without limitation:

Your use of such third-party components is subject to, and you agree to comply with, the applicable third-party terms.

11 Your Duties

11.1 You warrant that you will not:

(a) resupply, resell, repackage or otherwise reuse, copy, download, upload, modify, translate, adapt, make any improvement or enhancement to or in any other way reproduce, a Service or any part of the Service;

(b) permit any person to access or use a Service or otherwise provide a Service to any person, whether directly or indirectly other than your employee, officer, or agent and only for internal business purposes, not including any related body corporate (Authorised User);

(d) introduce, directly or indirectly, any virus, worm, trojan or other harmful or malicious code into any Service or otherwise corrupt, degrade or disrupt any Service;

(e) circumvent any technological measures that are designed to prevent unauthorised use or access to any part of a Service;

(f) engage in any form of systematic extraction of all or part of any Service, including the use of “screen-scraping”, “bots” and “spiders”;

(g) merge any part of a Service with any other database or system, unless otherwise agreed to by the parties in writing;

(h) use the Service to generate any statistical or other information, or to prepare any comparison to other information databases, that may be provided to any third party, unless otherwise agreed to by the parties in writing;

(i) use the Service if you are a direct or indirect competitor, or a sales agent, consultant or distributor for a direct competitor of the Company;

(j) produce any Service in legal proceedings without our prior written consent, except as required by law; or

(k) use a Service for any unlawful purpose or in a manner that contravenes any applicable laws.

11.2 You warrant that you will:

(a) only use the Services for your internal business purposes and permit access only to your Authorised Users and any Affiliate expressly authorised in the applicable Order Form;

(b) implement and maintain industry best practice security measures and safeguards in relation to the Services;

(d) keep all security and access credentials and identifiers confidential and secure and ensure they are not transferred between Authorised Users or disclosed to any other person;

(e) protect the Services from unauthorised use, alteration, adoption, modification, reproduction, access, publication and distribution;

(f) only use the Services on hardware, network and software that meets the minimum specifications notified by us to you, if any;

(g) comply with our reasonable directions from time to time in relation to the Services;

(h) when we deliver or transfer an electronic report or data extract to you, including by email, direct link, data stream, download or other media (Transferred Data), use the Transferred Data only in accordance with these Terms, the applicable Order Form and applicable law;

(i) you will procure that your Authorised Users comply with the terms of these Terms;

(k) you will promptly notify us of any breach of these Terms.

12 The Company’s use of your material

12.1 You grant the Company and its Affiliates, employees, contractors and authorised service providers a worldwide, non-exclusive, royalty-free licence during the term of the Agreement to host, copy, transmit, process, modify and otherwise use data and information supplied by or on behalf of you only to the extent reasonably necessary to provide, secure, maintain, support and improve the Services, comply with law, and exercise the Company’s rights under the Agreement. Where such data is personal data processed by the Company on your behalf, the Data Processing Agreement will apply and will prevail over this clause to the extent of any conflict.

12.2 The Company may use your name and logo to identify you as a customer only with your prior written consent (which may be given in an Order Form or separately). Any broader use of testimonials, photographs, case studies or other promotional material requires your prior written approval. You may withdraw permission for future use on reasonable written notice, without affecting materials already lawfully published or committed for publication.

12.3 UK Data Protection. Each party will comply with applicable data protection law. Where the Company processes personal data on your behalf as a processor, that processing is governed by the Company’s applicable Data Processing Agreement (DPA), which is incorporated into the Agreement where required. You are responsible for establishing an appropriate lawful basis and providing required privacy information for personal data you supply to or process through the Services. Restricted transfers of personal data will be made only in accordance with applicable UK data transfer requirements and the DPA.

13 General Disclaimer

13.1 Nothing in these Terms excludes or limits any liability, warranty, condition, right or remedy to the extent that it cannot lawfully be excluded or limited under applicable law, including any mandatory law applicable to the Company or the Services.

(a) The Services are intended primarily for business customers. To the extent that you contract with the Company in the course of a business, any exclusion or limitation of liability in these Terms applies only to the extent permitted by applicable law.

(b) If, notwithstanding the business nature of the Services, you are entitled to mandatory consumer rights under applicable UK law, nothing in these Terms affects those statutory rights.

(c) Where applicable law permits the Company to limit its liability for breach of an implied term, condition or statutory right, the Company’s liability will be limited only to the extent that such limitation is lawful and reasonable in the circumstances.

13.2 Subject to clauses 13.1 and 15, and to the extent permitted by law:

(a) any warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law;

(b) the Company does not warrant that the Services will be uninterrupted or error-free, or that all information or outputs will be complete or suitable for your particular purpose; and

(c) the Services are provided on an “as is” and “as available” basis, subject to any express service levels set out in an applicable SLA or Order Form.

13.3 Artificial Intelligence and Predictive Insights Disclaimer

The Company makes no representation or warranty regarding the accuracy, reliability, or completeness of any insights, predictive scores, or artificial intelligence (AI)-generated results made available through the Services. Such insights, predictive scores and AI-generated results are provided solely as supplemental information and indicators intended to assist decision-making.

You acknowledge and agree that you remain solely responsible for independently verifying and validating any AI-generated results. The Company disclaims any liability for the consequences arising from your use, interpretation, analysis, or disclosure of such outputs to third parties, or for any decisions made based on AI functionalities.

Due to the nature of machine learning, outputs generated through the AI-enabled Services may not be unique across users.

13.4 AIMIE Agent Disclaimer

You are solely responsible for ensuring compliance with all applicable laws and regulations, including, without limitation, requirements relating to user transparency, data subject rights, human escalation, communication frequency limitations, permitted contact hours, and local phone number regulations.

For UK use of AIMIE Agent or other calling, SMS or electronic messaging functionality, you are responsible for compliance with PECR, UK GDPR, the Data Protection Act 2018, applicable Telephone Preference Service and Corporate Telephone Preference Service requirements, and any other applicable rules governing direct marketing, automated calls, caller identification, recording and permitted communications. Where consent is required, you are responsible for obtaining and maintaining valid evidence of that consent.

While the Company may provide tools to support compliance, it does not provide legal advice, and you remain solely responsible for proper configuration of the Services and for ensuring legal and regulatory compliance.

13.5 In respect of the Payment Policy services, the Company provides automated calculations based solely on rules and data configured by the Client. The Company does not warrant that such calculations will be error-free, legally enforceable, compliant with applicable law, or appropriate for a particular purpose. The Client remains responsible for independently verifying all outputs prior to use in any demand or legal proceeding.

14 Support

14.1 In the event that you have any problems with accessing or using the Service, you may contact the Company via customersuccess@ezycollect.io. The Company shall perform the Services in accordance with the applicable service level agreement (SLA) to which you subscribe, as defined in the relevant Order Form.

15 Limitation of liability

15.1 Nothing in these Terms excludes or limits either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited.

15.2 Subject to clause 15.1, neither party will be liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, anticipated savings, goodwill or reputation, in each case whether direct or indirect, except to the extent such loss forms part of a third-party claim covered by an express indemnity under the Agreement.

15.3 The Company’s total liability arising out of or in connection with the Services or the Terms, however arising, including at law, in equity, under statute, or otherwise, will not exceed the resupply of the Service to you.

15.4 The exclusions and limitations in this clause 15 are intended to allocate commercial risk between business parties and apply only to the extent permitted and reasonable under applicable law.

16 Indemnity

16.1 You will indemnify the Company against losses, liabilities, damages, costs and reasonable legal expenses finally awarded or agreed in settlement of a third-party claim to the extent arising from:

(a) data, instructions or information supplied by or on behalf of you that infringes a third party’s rights or is unlawful;

(b) your material breach of clauses 10, 11 or 12, or your unlawful use of the Services;

(c) access to the Services resulting from your failure to protect Account credentials, except to the extent caused by the Company’s breach; or

(d) your configuration, activation, use or reliance on payment policy rules, including penalties, interest, default fees or discounts, where the claim concerns the legality, enforceability or application of rules configured by or on behalf of you.

16.2 The indemnity in clause 16.1 applies only where the Company: (a) gives you prompt written notice of the claim; (b) does not admit liability or settle the claim without your consent, not to be unreasonably withheld or delayed; and (c) gives you reasonable cooperation, at your cost, in the defence or settlement of the claim. The Company must take reasonable steps to mitigate its loss.

16.3 This clause 16 survives termination of the Agreement.

(e) any claim, loss or damage arising from the Client’s configuration, activation, use or reliance on any payment policy rules configured through the Platform, including but not limited to penalties, interest charges, default fees or discounts, the enforceability of such amounts under applicable law, or disputes between the Client and its customers or debtors relating to such amounts.

16.2 This indemnity will survive termination of the Terms.

17 Termination of Services

17.1 Term and Order Forms

These Terms take effect when you first accept them or on the Effective Date of the first Order Form, whichever occurs first, and continue until the last Order Form and Account have expired or been terminated in accordance with the Agreement.

Each Order Form begins on its Effective Date and continues for the initial term stated in that Order Form (Initial Period). It will then renew for the renewal period stated in the Order Form (each a Renewal Period) unless either party gives the notice required by that Order Form. If the Order Form does not specify a notice period, either party may prevent renewal by giving at least 30 days’ written notice before the end of the then-current term.

Termination or expiry takes effect at the end of the applicable term unless the Agreement expressly permits earlier termination. Fees accrued or committed up to the effective date of termination remain payable, and termination does not affect rights or liabilities accrued before termination.

17.2 Either party may terminate an affected Order Form immediately by written notice if the other party commits a material breach that is incapable of remedy or, if capable of remedy, fails to remedy it within 30 days after receiving written notice requiring it to do so.

17.3 The Company may suspend the affected Services or terminate an affected Order Form immediately on written notice where: (a) required by law or a competent authority; (b) continued provision would create a material security, fraud or legal risk; (c) you become insolvent or cease to carry on business; or (d) payment remains materially overdue after notice under clause 6.

17.4 The Company may discontinue a Service for legitimate business reasons. If discontinuance terminates a prepaid Service before the end of its committed term for reasons not caused by your breach, the Company will refund any prepaid Fees attributable to the unused period of the discontinued Service.

17.5 On termination or expiry, provisions which by their nature are intended to survive will continue, including provisions concerning accrued payment obligations, intellectual property, confidentiality, data protection, liability, indemnities, dispute resolution and governing law. Data will be returned or deleted in accordance with the DPA and applicable retention requirements.

18 Dispute Resolution

18.1 Good-faith negotiation

If a dispute arises out of or in connection with the Agreement, either party may give written notice describing the dispute. The parties will first use reasonable endeavours to resolve it in good faith through representatives with authority to settle the dispute. This clause does not prevent either party from seeking urgent interim or injunctive relief.

18.2 Mediation

If the dispute has not been resolved within 30 days after written notice, either party may propose mediation. The mediator, procedure and venue will be agreed by the parties. Unless otherwise agreed, mediation may be conducted remotely. Each party will bear its own costs and the mediator’s fees will be shared equally.

18.3 Confidentiality

Negotiations and mediation communications will be confidential and, where applicable, treated as without prejudice, except to the extent disclosure is required by law or to enforce a settlement.

19 Governing Law and Jurisdiction

19.1 The Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it, its subject matter, formation, the Platform or the Services shall be governed by and construed in accordance with the laws of England and Wales.

19.2 Subject to clause 18, the competent courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including a ny non-contractual dispute or claim) arising out of or in connection with the Agreement, its subject matter, formation, the Platform or the Services.

19.3 Nothing in the Agreement excludes or limits the application of any mandatory law or regulatory requirement applicable to SIDETRADE LIMITED, the customer or the Services which cannot lawfully be excluded or varied by agreement.

20 Notice

20.1 The Company may give operational or contractual notices to you by email to the address associated with your Account or specified in the applicable Order Form. A notice is deemed received on the next Business Day after transmission, provided the sender has not received a delivery failure notification. This clause does not apply where applicable law requires another method of service.

20.2 Notices from you must be in writing and sent to csm.ezy@sidetrade.com or address specified in the applicable Order Form. Email notices are deemed received on the next Business Day after transmission if no delivery failure notice is received; postal or courier notices are deemed received in accordance with the applicable delivery service and law.

21 Severance

If any part of the Terms is found to be void or unenforceable, that part shall be severed and the rest of the Terms shall remain in force.

22 Waiver

22.1 A waiver of any right, power or remedy under this Agreement must be in writing signed by the party granting it.

22.2 A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

22.3 The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

23 Assignment

23.1 The Company may assign, novate or transfer the Agreement to an Affiliate or in connection with a merger, reorganisation, sale of business or substantially all relevant assets, on written notice to you. Any other assignment or transfer by the Company requires your consent, not to be unreasonably withheld or delayed.

23.2 You may not assign, novate or transfer your rights or obligations under the Agreement without the Company’s prior written consent, not to be unreasonably withheld or delayed. Any purported transfer contrary to this clause is ineffective.

24 Entire Agreement and Order of Precedence

The Agreement comprises the applicable Order Form, these Terms, any applicable product-specific terms, SLA and DPA. It constitutes the entire agreement between the parties concerning its subject matter and supersedes prior discussions or representations concerning that subject matter, without excluding liability for fraud or fraudulent misrepresentation.

25 Definitions

Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. Business Day means a day other than Saturday, Sunday or a public holiday in England and Wales when banks are generally open for business in London. Agreement means the documents identified in clause 24. Order Form means an ordering document executed or accepted by the parties for the Services.