Terms of Use

Last Updated:
August 14, 2019
Indemnity

The Customer shall defend, indemnify and hold harmless the Supplier (including its officers, directors and employees) against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Applications. The Supplier shall provide reasonable co-operation to the Customer upon the reasonable request of the Customer, in the defence and settlement of such claim, at the Customer's expense.

The Supplier shall defend the Customer against any claim that any of the Applications infringe any United Kingdom patent taking effect from the date of completion of the Order, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

  • the Supplier is given prompt notice in writing of any such claim, specifying:
  • the nature of the claim in reasonable detail; and
  • that the written notice is notification to the Supplier of a claim under this section;
  • the Customer provides all co-operation necessary required by the Supplier in the defence and settlement of such claim, at the Supplier's reasonable expense; and
  • the Supplier is given sole authority to defend or settle the claim.

In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the relevant Application, replace or modify the relevant Application so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement immediately without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

In no event shall the Supplier be liable to the Customer to the extent that the alleged infringement is based on:

  • a modification of the relevant Application by anyone other than the Supplier; or
  • the Customer's use of the relevant Application in a manner contrary to any form of instructions (including any User Manual or Instructions) given to the Customer by the Supplier; or
  • the Customer's use of the relevant Application after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.