Terms and Conditions

Asset Go is the trading name of Asset Go Solutions Limited. Asset Go provides Services on the basis of the terms and conditions set out in this agreement as amended from time to time.

Asset Go licenses use of the Services and Documentation to the Customer on the basis of this agreement. Asset Go remains the owner of the Services and Documentation and all intellectual property rights comprising, or consisting, in the Services at all times.

The Services are intended for use only by those who can access it from within the UK. If the Customer or any Authorised Users choose to access the Services and Documentation from locations outside the UK, the Customer is responsible for compliance with local laws as applicable.

The Customer should print a copy of this agreement for future reference.

1. Definitions and Interpretation

1.1 In this agreement:

“Additional Feature” a new feature pertaining to the operation, function, performance or other characteristic of the Software or part of the Software that forms part of the Services designed at the request and to the requirement of the Customer to form part of the Services.
“Applicable Law” means any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances.
“Applications” means the application software which can be used on mobile devices and is intended to be used in connection with the Services provided by Asset Go to the Customer and Authorised Users pursuant to a separate agreement.
“Asset Go” means the party identified as such in the Contract Details.
“Assets” means the asset(s), namely vehicles, for which the Customer will purchase Asset Subscriptions.
“Asset Subscriptions” means the subscriptions purchased by the Customer in connection with each Asset which Authorised Users will access and use the Services and Documentation in relation to.
“Authorised Users” means those customers, employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Change” an amendment to:

1.       the scope, nature or any other characteristic of the Services under this agreement; or

2.       any other term or schedule of this agreement.
“Change Control Note” the written record of any Change agreed or to be agreed by the parties pursuant to the Change Control Procedure.
“Change Control Procedure” the procedure for agreeing a Change, as set out in Clause 15.
“Commencement Date” means the date specified in the Contract Details.
“Confidential Information” means any and all confidential information, (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one party to the other or made available in the course of providing the Services to the Customer or otherwise obtained by one party relating to the other’s business, technology, know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind, Intellectual Property Rights, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm or organisation associated with that party.
“Contract Details” means the document attached to the front of this agreement and identified as contract details.
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” have the definitions set out in the Data Protection Legislation.
“Customer” means the party identified as such in the Contract Details.
“Customer Data” means all data inputted by the Customer, Authorised Users, or Asset Go on the Customer’s behalf for the purpose of, or when, using the Services or facilitating the Customer’s use of the Services.
“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
“Documentation” means the documents (in whatever media) made available to you by Asset Go from time to time to facilitate use of the Services including any description of the Services and any user instructions for the Services.
“Driver Services” has the meaning given to it in Schedule 1.
“Extended Term” has the meaning given to it in clause 16.1.
“Fees” means the fees payable by the Customer to Asset Go for the Services as set out in the Contract Details.
“Force Majeure” means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this agreement unattractive to a party.
“Grey Fleet” has the meaning given to it in Schedule 1.
“Infringing Data” means information or data that (i) infringes Applicable Law; or (ii) infringes any third party Intellectual Property Rights; or (iii) includes any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or blasphemous.
“Initial Subscription Term” means the initial subscription term for each Service as set out in the Contract Details.
“Intellectual Property Rights” means copyright and neighbouring and related rights, moral rights, patents, rights in inventions, rights in confidential information (including know-how, trade secrets), trademarks, Services marks, trade names, design rights, rights in get-up and trade dress, database rights, rights in data, goodwill and the right to sue for passing off or unfair competition, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing.
“Licence Checker” has the meaning given to it in Schedule 1.
“Restricted Licence” has the meaning given in clause 17.2.
“Services” means the subscription services provided by Asset Go to the Customer under this agreement. The Services are more particularly described in Schedule 1 and such description forms part of the Documentation.
“Software” all IT systems and software, parts of IT systems and software, database structures and other IT systems and software content, adaptations and modifications of existing software, and any other software-related works, provided as part of or in connection with the Services (including the Applications) in each case created or to be created in future by or on behalf of Asset Go including pursuant to the Customer commissioning Asset Go to provide its services, and all updates, upgrades, releases and versions thereof, including:

(a)     such items described in Schedule 1;

(b)     the source code and object code;

(c)     any and all literary, dramatic, artistic or musical works, databases and other works and/or materials of any nature including all drafts, plans, preliminary versions and development versions; and

(d)     all other works or material recorded or embodied in the IT systems or software, including the audio or visual content in any screen displays in the user interface, application programming interface and any website owned or controlled by Asset Go including https://cms.assetgo.co.uk/  and https://assetgo.co.uk/.
“Term” means the period from the Commencement Date until the termination of this agreement pursuant to clause 16.
“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications Services, equipment or network or any other Services or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Vulnerability” a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be construed accordingly.
“Year” each period of 12 months commencing on the Commencement Date and each anniversary of the Commencement Date.

1.2 Interpretation

In this agreement:

1.2.1 a reference to this agreement includes its schedules and the Contract Details;

1.2.2 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.3 a reference to a gender includes each other gender;

1.2.4 words in the singular include the plural and vice versa;

1.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6 any clause, schedule or other headings in this agreement are included for convenience only and shall have no effect on the interpretation of this agreement;

1.2.7  a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and

1.2.8 any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. Grant and Scope of Licence to use Services

2.1 Subject to the Customer paying the relevant Fees and complying with the terms and conditions of this agreement, Asset Go hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the relevant Services and the Documentation during the Term solely for the purposes of the Customer’s own internal business operations.

2.2 The rights provided under this agreement are granted to the Customer only (except where the right to sublicense has been expressly granted), and shall not be considered granted to any subsidiary, holding or other related or affiliated company of the Customer including but not limited to any company in the same group as the Company.

2.3 Marketing and other promotional material relating to the Services are illustrative only and do not form part of this agreement.

3. Provision of Services

3.1 In relation to the Asset Subscriptions purchased by the Customer pursuant to this agreement, the Customer undertakes in respect of its use that:

3.1.1 the maximum number of Assets for which it authorises its Authorised Users to access and use the Services shall not exceed the number of Asset Subscriptions it has purchased from time to time; and

3.1.2  it will not allow or suffer any Asset Subscription to be used for more than one individual Asset unless it has been reassigned in its entirety to another Asset, in which case, subject to clause 17.2, the Authorised Users shall no longer have any right to access or use the Services and/or Documentation for the prior Asset.

3.2 Subject to clause 3.3, the Customer may, from time to time during the Term, purchase additional Asset Subscriptions in excess of the number set out in the Contract Details and Asset Go shall grant access to the Services and the Documentation for such additional Assets in accordance with the provisions of this agreement.

3.3 If the Customer purchases or uses additional Asset Subscriptions, the Customer shall, within 30 days of the date of the invoice provided by Asset Go, pay to Asset Go the relevant Fees for such additional Asset Subscriptions as set out in the Contract Details as amended from time to time in accordance with 8.3.

3.4 In relation to Driver Services, the Customer undertakes that:

3.4.1 the maximum number of Authorised Users it authorises to access and use the Driver Services shall not exceed the number of driver digital tachograph cards Asset Go, or the Customer with the express consent of Asset Go, has issued to the Authorised Users in connection with the Driver Services from time to time; and

3.4.2 it will not allow any Driver Card to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another Authorised User, in which case, subject to clause 17.2, the assigning Authorised User shall no longer have any right to access or use the Driver Services or any related Documentation.

3.5 The Customer acknowledges and agrees to the additional terms set out in Schedule 1 which relate to the Driver Services, Licence Checker and Grey Fleet and form part of this agreement.

4. Services and Availability

4.1 Subject to the Customer’s compliance with the terms of this agreement and subject to clause  6.8 and clause 7, Asset Go shall, during the Term, make the Services and the Documentation available to the Customer and its Authorised Users on and subject to the terms of this agreement.

4.2 Asset Go shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week excluding:

4.2.1 scheduled maintenance which Asset Go shall use reasonable endeavours to undertake outside of UK usual working hours;

4.2.2  unscheduled maintenance as may be reasonably necessary from time to time; or

4.2.3 downtime caused in whole or part by Force Majeure.

4.3 Asset Go will use reasonable endeavours to notify the Customer in advance of scheduled maintenance and, where circumstances allow, in advance of unscheduled maintenance  or downtime caused by a Force Majeure event but the Customer acknowledges that it may receive no advance notification for unscheduled maintenance or downtime caused by a Force Majeure event.

4.4 Asset Go will, as part of the Services and at no additional cost to the Customer, provide the Customer with Asset Go’s standard telephone customer support services during the hours from 9am to 5pm Monday to Friday, excluding bank holidays in England and Wales.

4.5 The Customer acknowledges that Asset Go shall be entitled to modify the features and functionality of any of the Services as part of its ongoing development of the Services. Asset Go shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the Customer’s use of the Services.

4.6 This agreement shall not prevent Asset Go from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or Services which are similar to those provided under this agreement.

4.7 The Customer may from time to time request that Asset Go develop and provide access to Additional Features as part of the Services. Within 30 days of receipt of such a request from the Customer, Asset Go:

4.7.1 may contact the Customer to obtain further particulars of the requested Additional Feature(s);

4.7.2 may liaise with necessary third-parties to assess whether the requested Additional Feature(s) is/are viable for development and integration into the Software that forms part of the Services;

4.7.3 will provide an opinion to the Customer as to the viability of the Additional Feature(s) and if the Additional Feature(s) is assessed by Asset Go at its sole discretion to be viable, Asset Go will provide a written quote to the Customer for the additional work in developing and making available the Additional Feature(s), estimated timescales for completion of the Additional Feature(s) and any other relevant terms, and

if the parties reach an agreement in writing with regards to additional costs, timescales and other terms relating to the Additional Feature(s), with effect from such Additional Features being incorporated into the Services, such Additional Feature(s) and all works pertaining to the Additional Feature(s) will be subject to such terms and otherwise the terms of this agreement (save as otherwise expressly agreed in writing), including without limitation clause 10.1. The Customer expressly acknowledges that any Additional Feature created under this clause 4.7 is non-exclusive and may be offered by Asset Go to third-parties as part of its services.

5. Asset Go Warranties and Obligations

5.1 Asset Go undertakes that the Services will be supplied:

5.1.1 with reasonable care and skill; and

5.1.2 subject to clause 4.5, in accordance in all material respects with the description of the Services provided in the Documentation.

5.2 If the Services do not conform with the warranties in clause 5.1, Asset Go will use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.

5.3 Asset Go does not warrant or represent that:

5.3.1 the Services will be free from errors and interruptions;

5.3.2 all non-conformities can be corrected;

5.3.3 the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements and/or the Authorised Users’ requirements; or

5.3.4 the Services will be free from Vulnerabilities.

5.4 Subject to clause 14.3, Asset Go shall not be responsible for:

5.4.1 any losses suffered by the Customer and/or Authorised Users arising due to the unavailability of any aspect of the Services for any reason;

5.4.2  any loss, destruction, alteration or disclosure of Customer Data caused by any third party; and

5.4.3 any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.5 The Customer acknowledges that certain aspects of the Services may rely on the availability of third party systems and the performance by third parties of their contractual obligations. In the event that any of the Services or any aspect of the Services are unavailable due to a fault, downtime or delay (or other act or omission) of a third party or the provision of inaccurate, incomplete or outdated information or data provided by a third party, Asset Go does not accept any liability for losses suffered by the Customer and/or any Authorised Users arising as a result of such event.

5.6 The warranties in this clause are subject to the Customer giving notice to Asset Go as soon as it is reasonably able upon becoming aware of the breach of warranty. When notifying Asset Go of such a breach the Customer shall use its reasonable endeavours to provide Asset Go with such documented information, details and assistance as Asset Go may reasonably request.

5.7 Asset Go will not be liable under this clause or be required to remedy any problem arising from or caused by the Customer’s use, or an Authorised User’s use, of the Services in a manner contrary to Asset Go’s instructions or otherwise than as directed by Asset Go, or modification or alteration of the Services by any party other than Asset Go or Asset Go’s duly authorised contractors or agents.

5.8 The Customer acknowledges and agrees that:

5.8.1 Asset Go is not and cannot be aware of the extent of any potential loss resulting from any failure by Asset Go to discharge its obligations under this agreement;

5.8.2 the Services have not been designed to meet the Customer’s or each Authorised User’s individual requirements and cannot be tested in every operating environment; and

5.8.3 it is the Customer’s responsibility to ensure the facilities and functions of the Services meet the Customer’s requirements and the requirements of its Authorised Users, and will not cause any error or interruption in the Customer’s, or the Authorised Users’, own software or systems.

6. Customer’s Obligations

6.1 The Customer shall:

6.1.1 provide Asset Go with:

6.1.1.1 all necessary co-operation in relation to this agreement; and

6.1.1.2 all necessary access to such information as may be required by Asset Go;

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

6.1.2 without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

6.1.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Asset Go may adjust any agreed timetable or delivery schedule as reasonably necessary;

6.1.4 ensure that the Authorised Users use the Services (including the Documentation) in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of the terms and conditions of this agreement;

6.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Asset Go, its contractors and agents to perform their obligations under this agreement and use the Services;

6.1.6 ensure that its network and systems comply with any relevant specifications provided by Asset Go from time to time; and

6.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this agreement,  solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Asset Go’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

6.2 The Customer undertakes that:

6.2.1 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep their password confidential;

6.2.2 it shall maintain a written, up to date list of (i) all current Authorised Users and  (ii) current Authorised Users that have been issued with driver digital tachograph card, and provide such lists to Asset Go within 5 Business Days of Asset Go’s  written requests at any time or times;

6.2.3 it shall permit Asset Go to monitor the Customer’s use of the Services in order to establish the name and password of each Authorised User. This right shall be exercised in such a manner as not to substantially interfere with the Customer’s or Authorised Users normal conduct of business;

6.2.4 if it is revealed that any password has been provided to any individual who is not an Authorised User, then without prejudice to Asset Go’s other rights, the Customer shall promptly disable such passwords and Asset Go shall not issue any new passwords to any such individual;

6.2.5 Authorised Users shall only use the Services for the purposes of its business operations of the Customer; and

6.2.6 it shall ensure that all Authorised Users are aware of the terms of this agreement, including their obligation to comply with any other user terms applicable to the Services, the Documentation and the Applications. The Customer shall only provide Authorised Users with access to the Services via the access method notified to it by Asset Go from time to time and shall not provide access to anyone other than an Authorised User.

6.3 The Customer shall not, and shall procure that the Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

6.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

6.3.2 facilitates illegal activity;

6.3.3 depicts sexually explicit images;

6.3.4 promotes unlawful violence;

6.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

6.3.6 is otherwise illegal or causes damage or injury to any person or property,

and Asset Go reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s and/or the Authorised User’s access to any material that breaches the provisions of this clause.

6.4 The Customer shall not and shall procure that each Authorised User shall not:

6.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement or any other written agreement between the parties:

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

6.4.1.2 copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Services (including any Software provided as part of the Services) and/or the Documentation;

6.4.1.3 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services (including any Software provided as part of or in connection with the Services);

6.4.1.4 combine, merge or otherwise permit the Services (or any part of it including any Software provided as part of the Services) to become incorporated in any other program, nor arrange or create derivative works based on it;

6.4.1.5 attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying Software (or any part of it) that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988;

6.4.1.6 attempt to observe, study or test the functioning of the underlying Software (or any part of it) that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988;

6.4.2 access all or any part of the Services and Documentation in order to build a product or Services which competes with the Services and/or the Documentation;

6.4.3 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;

6.4.4  attempt to obtain, or assist third parties in obtaining, access to the Services and the Documentation; or

6.4.5 introduce, or permit the introduction of, any Virus or Vulnerability into Asset Go’s network or information systems.

6.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Asset Go.

6.6 The Customer warrants and represents that it shall, and shall ensure that Authorised Users shall, keep confidential and, except as provided for in this agreement, not share with any third party their password or access details provided to facilitate access to the Services (including the Applications) or, where applicable, details of their driver digital tachograph card. The Customer shall contact Asset Go if updates to any list of Authorised Users given to Asset Go are required, including when Authorised Users cease to be employed or engaged by the Customer.

6.7 The Customer accepts that Asset Go reserves the right to monitor usage by all Authorised Users (by way of audits or otherwise) during the Term for the purpose of (among others) ensuring compliance with the terms of this agreement, including in particular clause 3.1 and clause 3.4. Any such monitoring may be carried out by Asset Go or a third party authorised by Asset Go.

6.8 The Customer acknowledges that if the Customer and/or Authorised User(s) do not accept Asset Go’s licence terms (as amended from time to time) in relation to use of the Applications, the Customer and/or Authorised User(s), as the case may be, will not be granted access to the Applications.

7. Suspension of Access

7.1 Asset Go may suspend access to the Services to all or some of the Authorised Users if:

7.1.1 Asset Go suspects that there has been any unauthorised use or misuse of the Services (including the Applications and/or Documentation) or breach of this agreement; or

7.1.2 the Customer fails to pay any sums due to Asset Go by the due date for payment.

7.2 Asset Go will notify the Customer or the affected Authorised Users as soon as possible after suspending the Services.

7.3 Where the reason for the suspension is suspected misuse of the Services (including the Applications and/or Documentation) or any other breach of this agreement, without prejudice to its rights under clause 16, Asset Go will take steps to investigate the issue and may restore or permanently suspend access at its discretion. If Asset Go considers it appropriate to permanently suspend access to all Authorised Users, it will notify the Customer in writing and this agreement will terminate immediately on service of such notice.

7.4 In relation to suspensions under clause 7.1.2, access to the Services will be restored promptly after Asset Go receives payment in full and cleared funds of all outstanding sums.

7.5 Fees shall remain payable during any period of suspension notwithstanding that the Customer and/or some or all of the Authorised Users may not have access to the Services.

8. Fees

8.1 The Customer shall pay Asset Go the Fees for the Asset Subscriptions, Driver Services, Licence Checker, Grey Fleet service and any other applicable charges that arise in accordance with the terms of this agreement, in accordance with clause 9.

8.2 If at any point it becomes known that the Customer has underpaid any Fees to Asset Go, including as a result of an audit conducted by Asset Go pursuant to clause 6.7, then without prejudice to Asset Go’s other rights, the Customer shall pay to Asset Go an amount equal to such underpayment in accordance with clause 9.

8.3 Asset Go shall be entitled to increase the Fees at any time during any Extended Term upon no less than 60 days’ prior notice of implementation of those price rises to the Customer and the Contract Details shall be deemed to have been amended accordingly.

9. Payment

9.1 Asset Go shall invoice the Customer monthly for all sums due under this agreement.

9.2 The Customer shall pay such sums in full within 30 days from the date of invoice.

9.3 Amounts payable to Asset Go under this agreement shall be paid into Asset Go’s bank account nominated in writing by Asset Go by electronic funds transfer, or otherwise via the payment method stipulated by Asset Go from time to time.

9.4 All amounts and Fees shall be payable in pounds sterling unless otherwise expressly agreed in writing by Asset Go and are exclusive of value added tax (if any) or any other locally applicable equivalent sales taxes (VAT) which shall be added to Asset Go’s invoice(s) at the appropriate rate and paid by the Customer.

9.5 If Asset Go has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Asset Go:

9.5.1 Asset Go may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Asset Go shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

9.5.2 interest shall accrue on a daily basis on such due amounts at the rate of 4% per annum above the bank of England’s base rate from time to time, but 4% per annum for any period when the base rate is below 0%, commencing on the due date and continuing until fully paid, whether before or after judgment.

10. Intellectual Property Rights

10.1 The Customer acknowledges and agrees that all Intellectual Property Rights in and to the Services, the Documentation, Additional Features and any other part of the Services belong to and shall remain vested in Asset Go and/or its licensors. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Documentation and/or Additional Features.

10.2 To the extent that the Customer acquires any Intellectual Property Rights in the Services or the Documentation, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Asset Go and/or its licensors, as nominated by Asset Go. The Customer shall execute all such documents and do such things as Asset Go may consider necessary to give effect to this clause.

10.3 Asset Go confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

11. Customer Data

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

11.2 The Customer grants a royalty-free, worldwide, sub-licensable, non-exclusive licence for the Term to Asset Go to use the Customer Data to the extent necessary to perform the Services and for any purposes for which the Customer has given consent to Asset Go.

11.3 Asset Go shall follow its archiving procedures for Customer Data as may be notified to the Customer from time to time.

11.4 The Customer acknowledges and agrees that:

11.4.1 Asset Go may include the Customer’s name in a list of Asset Go’s customers in any medium with the consent of the Customer; and

11.4.2 Asset Go may refer to the Customer, orally or in writing, as a customer of the Services for promotional, marketing and financial reporting purposes.

11.5 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Asset Go to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Asset Go (or a third party on Asset Go’s behalf) in accordance with its archiving procedure.

11.6 Asset Go shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by the Customer or an Authorised User or a third party.

11.7 Asset Go  shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at www.assetgo.co.uk or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Asset Go in its sole discretion.

11.8 The Customer acknowledges that Asset Go has no control over any Customer Data hosted as part of the provision of the Services, except where the Customer requests Asset Go to input Customer Data on the Customer’s behalf and in such event and at all other times the Customer acknowledges that Asset Go does not actively monitor the content of the Customer Data.

11.9 The Customer shall not use Infringing Data on or in relation to the Services.

11.10 Asset Go shall notify the Customer immediately if it becomes aware of any allegation that any Customer Data may be Infringing Data and Asset Go shall have the right to remove Customer Data from the Services without the need to consult the Customer.

11.11 the Customer shall indemnify Asset Go from and against all loss caused to Asset Go as a result of:

11.11.1 the Customer failing to comply with its obligations under this clause 11;

11.11.2 the Customer failing to comply with its obligations under clause 12 (Data Protection); and

11.11.3 the Customer’s use of Infringing Data on or in relation to the Services.

11.12 Asset Go shall be responsible for taking reasonable and prudent measures to safeguard the security of the Customer Data in its possession, including maintaining appropriate firewalls, encryption and anti-virus protection.

11.13 Asset Go shall notify the Customer as soon as possible upon discovery of any data security incident impacting the Customer Data.

12. Data Protection

12.1 Both parties shall comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under Data Protection Legislation.

12.2 The parties acknowledge that:

12.2.1 if Asset Go processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and Asset Go is the processor for the purposes of Data Protection Legislation; and

12.2.2 the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Asset Go’s other obligations under this agreement.

12.3 Without prejudice to the generality of clause 12.1, the Customer will ensure that it has all necessary, appropriate and valid consents and notices in place to enable lawful transfer of personal data to Asset Go and/or lawful collection of the same by Asset Go and/or lawful transfer of personal data to the Customer for the duration and purposes of this agreement so that Asset Go may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf. The Customer shall also ensure that it has a compliant privacy policy in place at all times during the duration of this agreement in relation to personal data which Asset Go will be processing on its behalf in the course of providing the Services.

12.4 Without prejudice to the generality of clause 12.1, Asset Go agrees that it shall in relation to any personal data processed in connection with the performance by Asset Go of its obligations under this agreement:

12.4.1 process that personal data only on the documented written instructions of the Customer unless Asset Go is required by the laws of any member of the European Union or by the laws of the European Union applicable to Asset Go and/or Domestic UK Law (where “Domestic UK Law” means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (“Applicable Laws”). Where Asset Go is relying on Applicable Laws as the basis for processing Customer Data, Asset Go shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Asset Go from so notifying the Customer;

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

12.4.2.1 the Customer has provided appropriate safeguards in relation to the transfer;

12.4.2.2 the data subject has enforceable rights and effective legal remedies;

12.4.2.3 Asset Go complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

12.4.2.4 Asset Go complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

12.4.3 assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

12.4.4 notify the Customer without undue delay on becoming aware of a personal data breach;

12.4.5 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and

12.4.6 maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and immediately inform the Customer if, in the opinion of Asset Go, an instruction infringes the Data Protection Legislation.

12.5 Each party shall ensure that it has in place appropriate technical and organisational measures, which it shall allow to be reviewed upon request from the other party, to protect against unauthorised or unlawful processing of personal data and accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

12.6 The Customer consents to Asset Go appointing any third-party processor to which the Customer consents in writing from time to time as a third-party processor of personal data under this agreement. Asset Go confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement, either substantially on that third party’s standard terms of business or incorporating terms which are substantially similar to those set out in this clause 12 and in either case which Asset Go confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Asset Go, Asset Go shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 12.

12.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

13. Confidentiality

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

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

13.1.2 was in the other party’s lawful possession before the disclosure; or

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

13.2 The Customer acknowledges that certain details of this agreement, including but not limited to Fees, are Confidential Information of Asset Go.

13.3 The Customer acknowledges that details of the Services, including the Software provided as part of and in connection with the Services, and the results of any performance tests of the Services, are Confidential Information of Asset Go.

13.4 Asset Go acknowledges that the Customer Data is the Confidential Information of the Customer and/or Authorised Users.

13.5 Each party agrees that it may use the other party’s Confidential Information only in the performance of its rights and obligations under this agreement and for such purposes as the other party has given its consent.

13.6 Each party agrees that it shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, except in accordance with this agreement and for such purposes as the other party has given its consent.

13.7  Each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s Confidential Information in order to perform the disclosing party’s rights and obligations under this agreement provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom Confidential Information is disclosed is aware of its confidential nature and complies with this clause 13 as if it were a party. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

13.8 Each party may disclose any Confidential Information to the extent required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.8, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

13.9 The above provisions of this clause 13 shall survive termination of this agreement, however arising.

14. Limitation of Liability

14.1 The extent of the parties’ liability under or in connection with this agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.

14.2 Except as expressly and specifically provided in this agreement:

14.2.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer and Authorised Users, and for conclusions drawn from such use and whether such results achieve the Customer’s intended aim (including meeting any requirements of applicable laws or regulations);

14.2.2 Asset Go shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Asset Go by the Customer in connection with the Services, or any actions taken by Asset Go at the Customer’s direction;

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

14.2.4 the Services and the Documentation are provided to the Customer on an “as is” basis.

14.3 Notwithstanding any other provision of this agreement, the liability of Asset Go shall not be limited in any way in respect of the following:

14.3.1 death or personal injury caused by Asset Go’s negligence;

14.3.2 fraud or fraudulent misrepresentation; or

14.3.3 any other losses which cannot be excluded or limited by applicable law.

14.4 Subject to clause 14.2 and 14.3:

14.4.1 Asset Go shall not be liable for consequential, indirect or special losses or for any costs, damages, charges or expenses however arising under this agreement;

14.4.2 Asset Go shall not be liable whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any of the following (whether direct or indirect):

14.4.2.1 loss of profit;

14.4.2.2 loss of sales or business;

14.4.2.3 loss of agreements of contracts;

14.4.2.4 loss or corruption of data or information;

14.4.2.5 loss of use;

14.4.2.6 loss of production;

14.4.2.7 loss of contract;

14.4.2.8 loss of business opportunity;

14.4.2.9 pure economic loss;

14.4.2.10 property damage (including damage to Assets);

14.4.2.11 loss of savings, discount or rebate (whether actual or anticipated); and/or

14.4.2.12 harm to reputation or loss of, or damage to, goodwill.

14.4.3 The Customer acknowledges that Asset Go may rely on information and services provided by third parties. Asset Go provides such information and/or services to the Customer as an intermediary. Asset Go shall not be liable for any loss arising due to the information and/or services provided by third parties to Asset Go which is passed on to the Customer and/or Authorised Users, including loss caused by inaccurate information, incomplete information, incorrect information, out-of-date information and/or a failure to provide the information and/or services in a timely manner or at all howsoever arising.

14.4.4 The Customer acknowledges that, in the course of providing its Services, Asset Go may rely on information, data or documentation provided by the Customer and/or Authorised Users and/or information, data or documentation provided by employees, representatives, agents and/or sub-contractors of Authorised Users and that Asset Go:

14.4.4.1 shall not be obligated to check or confirm the accuracy, legitimacy or validity of the information, data or documentation provided to it upon which it relies;

14.4.4.2 makes no warranties or representations as to the accuracy, legitimacy or validity of the information, data or documentation provided to it upon which it relies; and

14.4.4.3 shall not be liable for any loss arising due to Asset Go’s reliance on information, data or documentation provided to it, including loss caused by inaccurate information or documentation, fraudulent information or documentation, incorrect information or documentation, out-of-date information or documentation howsoever arising in the course of providing the Services.

14.4.5 Asset Go’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid by the Customer in respect of the Year in which the claim arose.

15. Change Control

15.1 Either party may submit a written request for Change to the other party in accordance with this clause 15, but no Change will come into effect until a Change Control Note has been signed by the authorised representatives of both parties.

15.2 If the Customer requests a Change:

15.2.1 the Customer will submit a written request to Asset Go containing as much information as is necessary to enable Asset Go to prepare a Change Control Note; and

15.2.2 within 21 Business Days of receipt of a request, Asset Go will, unless otherwise agreed, send to the Customer a Change Control Note.

15.3 If Asset Go requests a Change, it will send to the Customer a Change Control Note.

15.4 A Change Control Note must contain sufficient information to enable the Customer to assess the Change, including as a minimum:

15.4.1 the title of the Change;

15.4.2 the originator of the Change and date of request;

15.4.3 description of the Change;

15.4.4 details of the effect of the proposed Change on:

15.4.4.1 the Services;

15.4.4.2 the Fees; and

15.4.4.3 any other term of this agreement;

15.4.5 the date of expiry of validity of the Change Control Note; and

15.4.6 provision for signature by Asset Go and the Customer.

15.5 If, following the Customer’s receipt of a Change Control Note pursuant to clause 15.2 or 15.3:

15.5.1 the parties agree the terms of the relevant Change Control Note they will sign it and that Change Control Note will amend this agreement. The parties shall negotiate in good faith to seek to agree the terms of the Change Control Note; or

15.5.2 either party does not agree to any term of the Change Control Note, then the Change will not be implemented and the agreement will not be amended.

15.6 Each party will bear its own costs in relation to compliance with the Change Control Procedure

16. Term and Termination

16.1 This agreement shall commence on the Commencement Date. Unless terminated earlier in accordance with clause 16.2 or clause 16.3, this agreement shall continue for the Initial Subscription Term and shall automatically extend for a period equal in duration to the Initial Subscription Term (“Extended Term”) at the end of the Initial Subscription Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Subscription Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Subscription Term or the relevant Extended Term, as the case may be.

16.2 Without affecting any other right or remedy available to it, Asset Go may terminate this agreement at any time by giving notice in writing to the Customer if:

16.2.1 the Customer or any Authorised User commits a material breach of this agreement and such breach is not remediable;

16.2.2 the Customer or any Authorised User commits a material breach of this agreement which is not remedied within 30 days of receiving written notice of such breach;

16.2.3 the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

16.2.4 the Customer has failed to pay any amount due under this agreement on the due date and such amount remains unpaid within 30 days after the Customer has received notification that the payment is overdue; or

16.2.5 any consent, licence or authorisation held by the Customer is revoked or modified such that it is no longer able to comply with its obligations under this agreement or access and use the Services.

16.3 Asset Go may terminate this agreement at any time by giving notice in writing to the other party if that other party:

16.3.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

16.3.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;

16.3.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

16.3.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

16.3.5 has a resolution passed for its winding up;

16.3.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

16.3.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

16.3.8 has a freezing order made against it;

16.3.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

16.3.10 is subject to any events or circumstances analogous to those in clauses 16.3.1 to 16.3.9 in any jurisdiction;

16.3.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 16.3.1 to 16.3.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

16.4 The right of a party to terminate the agreement pursuant to clause 16.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this agreement.

16.5 If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this agreement under this clause 16, it shall immediately notify the other party in writing.

16.6 Termination of this agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

17. Consequences of Termination and Return of Customer Data

17.1 In the event of termination of this agreement for any reason:

17.1.1 all licences granted under this agreement shall immediately terminate and the Customer and all Authorised Users shall immediately cease all use of the Services and the Documentation, except as permitted under a Restricted Licence which may be granted under clause 17.2;

17.1.2 the Customer shall within seven days return or destroy (at Asset Go’s option) all Asset Go’s Confidential Information in its possession or under its control and all copies of such information;

17.1.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and

17.1.4 all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

17.2 On the termination of this agreement, subject to the compliance with the restrictions and obligations set out in clauses 3 and 6 of this agreement and all other applicable terms and conditions of this agreement, Asset Go hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation for a reasonable period under a restricted licence in accordance with this clause 17.2 (“Restricted Licence”). The Restricted Licence shall permit the Customer and its Authorised Users to access the limited parts of the Services and the Documentation for the sole purpose of retrieving Customer Data submitted during the Term for the Customer’s record keeping obligations and internal business operations.

17.3 Asset Go reserves the right to charge and the Customer shall pay a reasonable services fee in respect of Asset Go retaining and allowing the Customer and Authorised Users access to Customer Data under the Restricted Licence (but for the avoidance of doubt any such fee shall be a reasonable charge for the services provided by Asset Go under the Restricted Licence, and shall not be a continuation of the Fees payable prior to termination).

18. Entire Agreement

18.1 The parties agree that this agreement, together with any other signed written agreement entered into by the parties which may concern or relate to the Services (including the associated licence relating to the Applications), constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

18.2 Each party acknowledges that it has not entered into this agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this agreement, except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this agreement.

19. Force majeure

19.1 Neither party shall have any liability under or be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from any Force Majeure event. The party affected by such an event shall promptly notify the other party in writing when such an event causes a delay or failure in performance and when it ceases to do so.

20. No partnership or agency

20.1 The parties are independent businesses and are not partners, principal and agent or employer and employee and this agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

21. Notices

21.1 Notices under this agreement shall be in writing and sent to a party’s address as set out on the first page of this agreement (or to the email address notified by a party to the other from time to time). Notices may be given, and shall be deemed received:

21.1.1 by first-class post: two Business Days after posting;

21.1.2 by airmail: seven Business Days after posting;

21.1.3 by hand: on delivery; and

21.1.4 by email: on receipt of a delivery return email.

21.2 This clause does not apply to notices given in legal proceedings or arbitration.

22. Severability

22.1 Each clause of this agreement is severable and distinct from the others. If any clause in this agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced):

22.1.1 the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and

22.1.2 without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this agreement as soon as possible.

23. Conflict

23.1 If there is an inconsistency between any of the provisions in the main body of this agreement, the Contract Details, the provisions in the Contract Details  and the Schedule, the provisions in the main body of this agreement shall prevail.

24. Waiver

24.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this a agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

25. Set Off

25.1 The Customer must pay all sums that it owes to Asset Go under this agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

26. Assignment

26.1 The Customer shall not, without the prior written consent of Asset Go, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

26.2 Asset Go may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

27. Third Party Rights

27.1 Except as expressly provided for in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this agreement.

28. Counterparts

28.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

28.2 Transmission of the executed signature page of a counterpart of this agreement by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this agreement.

28.3 No counterpart shall be effective until each party has provided to the other at least one executed counterpart.

29. Governing Law

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

30. Jurisdiction

30.1 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this agreement, its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

Services

The fleet management and maintenance subscription software as a service platform known as “Asset Go” accessed at https://cms.assetgo.co.uk/ and provided by Asset Go. This is a digital fleet and driver management and compliance solution which covers (but is not limited to) daily walk around checks, inspections, defect reporting, driver licence checks, greyfleet checks, drivers hours analysis, tachograph analysis, workshop management, vehicle management, driver management and fleet and driver scheduling.

The Services include:

  1. the provision of the Asset Go platform which is an infrastructure and cloud computing platform and runtime environment accessible via www.assetgo.co.uk or any other website notified to the Customer by Asset Go from time to time which is linked to and works alongside the Applications;
  2. the hosting of the Asset Go platform; and
  3. such other services Asset Go may integrate into the Asset Go platform from time to time with the consent of the Customer and subject to the parties undertaking the change control procedure in clause 15 to agree terms applicable to the provision of those additional services.

As part of the Services, Asset Go shall permit the Customer to create accounts on the Asset Go platform for each Authorised User which will include Asset Go issuing a default password or pin (as to the case may be) to the Authorised User upon account creation. The Authorised User will then be required to change their password to a password that complies with Asset Go’s specified requirements as set from time to time.

The functionality of the Asset Go platform includes, where and to the extent specified in the Contract Details or otherwise agreed with Asset Go from time to time:

  1. “Asset Subscription” services which include:
    • storage and presentation of data relating to daily walk around checks and the ability for the Customer to review the data that has been uploaded, including customisable checklists, secure and tamper-proof reports, defect reporting, GPS and time-stamped reports and accident and incident reporting; and
    • storage and presentation of data relating to fleet management and the ability for the Customer and/or Authorised Users to review the data that has been uploaded, including perform preventative maintenance inspections for HGV, PSV and Trailers, vehicle and asset data, other customised inspections, workshop scheduling and the ability to track costs and defects associated with fleet management;
  2. “Driver Services” (defined below) which include functionality for the storage, presentation and calculation of data relating to tachograph analysis and the ability for a Customer to review the data that has been uploaded from a digital tachograph driver card, including drivers’ hours, vehicle data, shift and working pattern data and infringement notices; and
  3. storage and presentation of data relating to driver licence checking (defined below as “Licence Checker”) and grey fleet checking (defined below as “Grey Fleet”) and the ability for the Customer to review the data that has been uploaded, including licence numbers, expiry dates and insurance information.

Details of, and additional terms relating to, Driver Services:

  1. “Driver Services” in this agreement has the following meaning: Driver Services refers to the functionality which consists of relevant Authorised Users uploading data from a driver digital tachograph card to the application which stores and presents the data on the Asset Go platform, which allows the Customer to review the data that has been uploaded, including drivers’ hours, vehicle data, shift and working pattern data and infringement notices.
  2. Where the Customer has selected Driver Services in the Contract Details, upon request from Asset Go, the Customer shall provide Asset Go with details of Authorised Users who will be using the Driver Services for the purposes of enabling the Driver Services function on the Asset Go platform in respect of those Authorised Users.
  3. The Customer acknowledges and agrees that Asset Go may contact Authorised Users directly in order to obtain the relevant consents and/or information required to obtain details of their driver digital tachograph card.
  4. Fees for the Driver Services are set out in the Contract Details (as may be amended from time to time in accordance with the terms of this agreement) and are calculated and payable in accordance with clause 8 and clause 9.
  5. Unless expressly stated otherwise, the terms of the agreement apply to the provision of Driver Services as part of the Services.

Details of, and additional terms relating to, Grey Fleet:

  1. “Grey Fleet” in this agreement has the following meaning: Grey Fleet refers to the service offering which consists of Asset Go reviewing the vehicle insurance policy it has been provided with by the Customer and/or Authorised User to confirm if the policy includes cover for “business use”. Asset Go then stores and makes this information available to the Customer and/or Authorised User on the Asset Go platform.
  2. The Grey Fleet service will be provided as frequently as instructed by the Customer.
  3. Fees for the Grey Fleet service are set out in the Contract Details (as may be amended from time to time in accordance with the terms of this agreement) and are calculated and payable in accordance with clause 8 and clause 9.
  4. Asset Go’s ability to provide the Grey Fleet Service relies on the Customer and/or Authorised Users providing it with:
    • valid and legitimate documentation, including valid and legitimate copies of their vehicle insurance policy; and
    • consent to process their personal data for this purpose and in this regard the provisions of clause 12.3 apply in particular.
  1. The Customer acknowledges and agrees that Asset Go may contact Authorised Users directly in order to obtain the relevant consents and/or information to provide the Grey Fleet service.
  2. Unless expressly stated otherwise, the terms of the agreement apply to the provision of Grey Fleet as part of the Services.

Details of, and additional terms relating to, Licence Checker:

  1. “Licence Checker” in this agreement has the following meaning: Licence Checker refers to the licence checker functionality which consists of Asset Go obtaining information from relevant third parties, including the Driver and Vehicle Licensing Agency, in relation to specified UK or EU driving licences using details it has been provided with by the Authorised User and/or the Authorised User’s employees, representatives, agents and/or sub-contractors. Asset Go then stores and makes available the information and/or data it receives from the relevant third parties to the Authorised User on the Asset Go platform.
  2. The Licence Checker will be provided as frequently as instructed by the Customer and be completed on this basis in relation to driving licences specified by the Customer and/or Authorised Users (as the case may be) from time to time.
  3. Fees for the Licence Checker are set out in the Contract Details (as may be amended from time to time in accordance with the terms of this agreement) and are calculated and payable in accordance with clause 8 and clause 9.
  4. Asset Go’s ability to provide the Licence Checker relies on the Customer and/or the Authorised User providing it with:
    • accurate and complete driving licence details to conduct the check, including but not limited to: full name, address, date of birth and licence number; and
    • consent to process the abovementioned personal data for this purpose and in this regard, the provisions of clause 12.3 apply in particular.
  1. The Customer acknowledges and agrees that Asset Go may contact Authorised Users directly in order to obtain the relevant consents and/or information to provide Licence Checker service.
  2. Unless expressly stated otherwise, the terms of the agreement apply to the provision of Licence Checker as part of the Services.