ANATHEM LIMITED (“ANATHEM”)
SOFTWARE AS A SERVICE (SaaS) TERMS AND CONDITIONS

1. Background

These terms and conditions (the Terms) together with our Privacy Statement and Cookie Policy (both as defined below) (together the Agreement) govern your use of our Services and apply whilst you access and use the Services. Anathem will evolve over time and we reserve the right to change or amend these Terms at any time by uploading any new Terms on our website and making all reasonable efforts to communicate the new Terms to you by email or notification via the Anathem website.

It is your obligation to ensure that you have read, understood and agree to the most recent available Terms. Continued use of the Service after any such change of Terms will be deemed as acceptance of such Terms and your Agreement. 

1. Definitions

Anathem, we, our: Anathem Limited, company number 14591466, registered office 14 Highwoods Close, Marlow, England, SL7 3PG.

Anathem Content: any information, document or material (copyright or otherwise) that we make available through the Service to allow your use of the Service (e.g. data that is part of the functionality or architecture of the Service) and any information, document or material we provide you for your convenience only (e.g. guidance on data protection or other regulatory requirements). 

Authorised User: any person who is given access by the Customer to use the Services, or who obtains access through the Customer, including users who are registered with an Anathem account to access and use the Services. 

Customer: the person or entity that has a Subscription for the Service and/or other Authorised Users.

Cookie Policy: the cookie policy of Anathem from time to time as listed at [INSERT HYPERLINK].

Confidential Information: all information obtained from the other party which by its nature should be treated as confidential information and which may come into a party’s possession or into the possession of a party’s employees, agents or subcontractors as a result of or in connection with the Services, together with all information of a confidential nature which may be derived from such information. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of its disclosure by the receiving party or its representatives in breach of this Agreement (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) the parties agree in writing is not confidential or may be disclosed; (e) is developed by or for the receiving party independently of the information disclosed by the disclosing party; or (f) is trivial, obvious or useless.

Customer, you, your: any person or entity (including a company) who has entered into an Engagement Letter with Anathem for the provision of the Services.

Customer Content: any document, data or information (including Authorised Users details) provided or obtained by a Customer, you or by an Authorised Users in using the Service, excluding any data that it is part of the functionality or architecture of our Service. 

Data Controller: has the meaning given in GDPR.

Data Processor: has the meaning given in GDPR.

Engagement Letter: the engagement letter or order form entered into between Anathem and the Customer incorporating these terms and setting out the specific terms of the Agreement.

Fee: any monthly or annual subscription fee, excluding any taxes and duties, payable by the Customer for the Services, as agreed between the Customer and Anathem in the Engagement Letter.

Force Majeure Event: means any circumstance not within a party’s reasonable control including, but not limited to strikes, lock-outs or other industrial disputes (excluding the workforce of Paid), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

GDPR: The retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR).

Intellectual Property Rights (IPR): included but not limited to patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Payment Provider: a third party payment provider used by Anathem to process card details and payments. 

Platform: the URL provided to you by Anathem for providing the Services.

Privacy Statement: means the privacy statement of Anathem from time to time as listed at [INSERT HYPERLINK].

Service/s: the software as a service tool supporting clinical note taking and administration.

Subscription: the right for a Customer to access and use the Service in accordance with this Agreement and any other provisions of their specific package (e.g. duration, Fee, functionality, etc.). 

Website: the Anathem website found at: www.anathem.ai.

Licence to Use Service

1. In consideration for the Customer’s agreement to the terms of the Agreement, the Customer and is granted a non-exclusive, non-transferable, license to access and use the Service.

2. A Customer is responsible and accepts liability for all Authorised Users when using the Services on its behalf, including their activities, adherence to the terms of the Agreement. If at any time a Customer has concerns about the Authorised Users associated with it or their compliance with the Agreement, it should contact Anathem immediately. 

3. Notwithstanding clause 3(a), each Authorised User is also individually responsible, and accepts liability, for their lawful use of the Service and adherence to this Agreement and compliance with law. If at any stage an Authorised User has concerns about access to the Service, it should contact Anathem immediately.

4. Notwithstanding clauses 3(a) and 3(b), Anathem reserves the right to bring any claim against either a Customer or its Authorised Users as jointly and severally liable for any breach of this Agreement or for compensation for any loss it suffers as a result of a Customer’s or Authorised User’s use of the Service.

5. The Service is supporting tool to assist medical professionals, but does not provide professional (including medical) advice that may be relied upon by the Customer or Authorised Users.

Subscription

1. Anathem offers monthly and/or annual Subscriptions giving the Customer access to the Services in accordance with the terms of that Subscription.

2. By subscribing to the Service, you acknowledge, agree and undertake that:

   1. your Subscription may only be used for the Customer named in the Engagement Letter and any Authorised Users and is not transferable;

   2. your Subscription is not transferable or assignable;

   3. you will make sure that all Authorised Users for the Customer are bound by and comply with these Terms.

3. Each order placed through an Engagement Letter is deemed to be an offer by you to use the Service and where applicable pay the Fee subject to this Agreement and acceptance of the order by Anathem. We may accept or decline a request for Subscription at our discretion.

4. Unless otherwise agreed with Anathem:

   1. your Subscription begins on the date Anathem emails you confirming that your Subscription has been activated.

   2. your Subscription anniversary will be the day before the annual or monthly anniversary of your activation of the Service. If that date does not exist (e.g. you started your Subscription on 31st, but the following month ends on 30th), the renewal date will become the previous calendar day (i.e. 30th).

   3. If you have a monthly Subscription, it will automatically renew unless you give Anathem not less than thirty days written notice to terminate your Subscription.

   4. If you have an annual Subscription, unless otherwise agreed with Anathem, it will automatically renew unless you give Anathem written notice to terminate your Subscription not less than 30 days before the renewal date. Anathem will send a reminder to the 45 days prior to the anniversary.

5. Anathem reserves the right to change the Fee from time to time.

   1. Changes to your Fee will not take effect until after the end of your initial Subscription period.

   2. Anathem will contact the Anathem Primary Contact by email giving you 14 days’ notice of any change in your Fee. If you do not agree to this Fee change, you must notify Anathem in writing within this fourteen day notice period.

   3. Your continued use of our Service constitutes acceptance of any Fee change.

6. Unless otherwise agreed with Anathem, you acknowledge and agree to the following rules on cancellation:

   1. Within 14 days of activation you can cancel your Subscription and receive a full refund, provided that you have not used the Service in that time. If you have used the Service, Anathem reserves the right to give you a partial refund reflecting the use of the Service to date.

   2. After 14 days, Anathem will give you a refund, reflecting the use of the Service to date and pro-rata to the amount of your subscription period remaining.

   3. To cancel your Subscription, please contact Anathem in writing. 

Payment

1. Unless otherwise agreed with Anathem, you acknowledge and agree that your Fee must be paid in full at the beginning of each Subscription period.

2. When you purchase a Subscription you will provide us with your payment details and authorise us to use your payment details:

   1. to charge you for the corresponding Fee;

   2. to charge you for future payments of the Fee on renewal of your Subscription; and

   3. to charge you for any additional payments above and beyond the Fee.

3. You may be required to provide your payment details to a Payment Provider which may require registering with and agreeing to the terms of service of the Payment Provider. Your use of the Payment Provider service or website is subject to the terms of the Payment Provider and we provide no undertakings or guarantees in relation to the Payment Provider’s services.

4. The Fee is non-refundable except as expressly set out in the Terms or as otherwise agreed between the Customer and Anathem.

5. The Fee should not change for the duration of your Subscription (unless you upgrade your Subscription) but may change on renewal.

6. All payments made by you under the Agreement will be made in full without any set-off or counterclaim and free from any deduction or withholding.

7. An invoice will be issued each month or year, determined by your Subscription term.  Invoices will be sent to the current billing email address as stored by.

8. The Fee is exclusive of taxes.

Termination

1. You may terminate a Subscription without cause only in accordance with this paragraph 6.

2. Either party may terminate a Subscription, upon notice, if:

   1. an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction);

   2. the other party enters into a composition with its creditors; receives a court order for its winding up; has a receiver, manager, administrative receiver or administrator appointed with respect to it; ceases to be able to pay its debts as they fall due; or takes or suffers any action similar to any of the above in any jurisdiction; or

   3. the other party materially breaches the Agreement and the breach is incapable of being cured.

3. Anathem may, with 7 days’ notice, terminate the Subscription in whole or in part, or modify it or modify the terms on which it is provided, if you fail to pay any Fee due in accordance with this Agreement.

4. Notwithstanding the remainder of this paragraph 6, Anathem may suspend all or part of the Service and your rights in relation to that Service if:

   1. all of part of the Subscription becomes: illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or subject to a claim or potential claim that it infringes or violates the rights of any third party. You acknowledge that Anathem but may not be able to give reasonable prior notice if the triggering event is under the control of a third party; or

   2. Anathem is required to do so: by law or regulation or at the request of any relevant regulatory authority; or in order to protect Anathem’ systems and security and for the purposes of scheduled maintenance. Any such suspension may continue until Anathem is satisfied that the condition is remedied.

5. Termination of all or any part of the Agreement will not affect a party’s respective accrued rights and obligations. You shall have the right to retain copies of Customer Content. 

6. Clauses shall survive termination if survival is obvious by their nature.

Maintaining the Service

1. Anathem aims to provide the best service possible but does not give any warranty that the Service will be uninterrupted or error free, that defects will be corrected or that the Service or external servers are free of viruses or anything else which may be harmful.

2. Anathem may perform maintenance and development activities to ensure the efficiency or safety of the Service and will use reasonable endeavours to minimise the impact of any such disruption. You acknowledge that the Service may therefore be unavailable from time to time and waive any claim that you may have against Anathem arising from such unavailability.

3. Anathem reserves the right to change, suspend, add or withdrawn aspects of the Service from time to time without notice or liability to you. You waive any claim that you may have against Anathem arising from such unavailability.

4. Continued use of the Service following any change constitutes your acceptance of the change.

Intellectual Property Rights

1. Anathem IPR

   1. You acknowledge that, except for Customer Content, Anathem is the sole owner of all IPR in the Service, including any underlying software and in Anathem Content and all such rights are reserved, unless specifically granted in this Agreement

   2. Anathem is a registered trademark. You may not use “Anathem” or other marks that are the same or similar to “Anathem”, (including graphics, logos, page headers, etc) in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Anathem. All other trademarks not owned by Anathem that may appear on the Service or in the Anathem Content are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Anathem.

   3. Except as expressly authorised by Anathem in the Terms, you shall not, with regards to the Service or Anathem Content, do any of the acts restricted by copyright, as defined in the Copyright, Designs and Patents Act 1988, as amended, unless previously authorised in writing by Anathem.

Your IPR

1. You acknowledge and warrant to be the sole owner or licensee of all IPR in your Customer Content and that our use of your Customer Content for the purpose of providing you with the Service is fully authorised by the respective owner and will not infringe any third-party IPRs.

2. Title to, and all IPR in, your Customer Content remains your property. However, your access to your Customer Content is contingent on payment of Fee when due.

3. Subject to this Agreement, you grant Anathem a licence to use, copy, transmit, store, and back-up your Customer Content for any lawful purpose necessary to provide and maintain the Service for you and other Authorised Users. In addition, Anathem reserves the right to run statistical analysis and other researches on your aggregate anonymised data.

4. If you enable third-party applications to be used in conjunction with the Service, you acknowledge that Anathem may allow the providers of those third-party applications to access your Customer Content as required.

5. Anathem adheres to its best practice policies and procedures to prevent data loss, including a system data back-up regime, but cannot guarantee there will be no data loss. Anathem expressly excludes liability for any data loss howsoever caused.

6. In the event of termination or cancellation:

   1. you must make all reasonable efforts to remove or take copies of your Customer Content from the Service as soon as possible (in the event of cancellation before the expiry of your notice period);

   2. you may contact Anathem to arrange support for removal of your Customer Content from the Service (such arrangement not to be unreasonably withheld). Anathem reserves the right to charge for any support.

   3. Unless otherwise agreed with Anathem, we will retain a secure copy of your Customer Content for 6 months after termination or cancellation.

   4. Anathem recommends you maintain copies of all your Customer Content.

Permitted Use

1. You may not access or use the Website and/or Platform for any purpose other than for the use of the Services. The Website and/or Platform may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

2. As a user of the Site, you agree not to:

   1. systematically retrieve data or other content from the Website and/or Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;

   2. trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

   3. circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

   4. disparage, tarnish, or otherwise harm, in our opinion, us, the Website and/or the Platform and/or the Platform;

   5. use any information obtained from the Website and/or the Platform in order to harass, abuse, or harm another person;

   6. make improper use of our support services or submit false reports of abuse or misconduct;

   7. use the Website, the Platform and/or Services in a manner inconsistent with any applicable laws or regulations;

   8. upload or transmit (or attempt to upload or to transmit) viruses, trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website and/or the Platform;

   9. delete the copyright or other proprietary rights notice from any Anathem Content;

   10. attempt to impersonate another user or person or use the username of another user;

   11. upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);

   12. interfere with, disrupt, or create an undue burden on the Website and/or the Platform or the networks or services connected to the Website and/or the Platform;

   13. harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Website, the Platform and/or Services to you;

   14. attempt to bypass any measures of the Website, the Platform designed to prevent or restrict access to the Website or Platform, or any portion of the Website or Platform;

   15. copy or adapt the Website’s or Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;

   16. decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website or the Platform;

   17. xvii)except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website and/or the Platform, or using or launching any unauthorized script or other software;

   18. xviii)make any unauthorised use of the Website and/or the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; and

   19. use the Website, the Platform and/or Services as part of any effort to compete with us or otherwise use the Website, the Platform and/or the Anathem Content for any revenue-generating endeavour or commercial enterprise.

Data Protection

1. The Customer is the Data Controller for data collected by the Customer and stored on the Platform. Anathem is the Data Processor for the purposes of this Agreement and the Services. 

2. Anathem will process personal data on the basis that: (i) such processing is necessary in order to enter into and perform Terms, and provide you with the Service; (ii) you have a legitimate interest in the personal data collected by you; and (ii) we have a legitimate interest as a service provider to process personal data to provide our service to you. To learn more about how we use your data, please read our Privacy Statement.

3. You are responsible for the fair treatment of any personal data that you collect and process, such as any personal data contained in your Customer Content (including personal data about other people, such as your patients, stakeholders or Authorised Users). To learn more about your obligation and rights in relation to privacy and data protection please visit the Information Commissioner’s Office (https://ico.org.uk/).

Confidential Information

1. Except as expressly permitted by this paragraph 10, each party undertakes that for the duration that the Agreement applies and for two years after termination it shall not disclose or use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

2. Notwithstanding paragraph 10.1, each party may disclose the other party’s Confidential Information:

   1. to its representatives who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement, provided that the party informs such representatives of the confidential nature of the Confidential Information before disclosure; and it procures that its representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this paragraph 10 as if they were a party to this Agreement. At all times, the party will be liable for the failure of any Representatives to comply with the obligations set out in this Agreement;

   2. as may be required by law, by any governmental or other regulatory authority or by a court or 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.

   3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this Agreement.

   4. On termination of a Subscription, each party shall destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information.

Limitations of Service and No Warranties

1. The Service is provided on an “as is” and “as available” basis. Anathem limits its warranties to the fullest extent permissible under applicable law. You acknowledge and agree that you use the Service at your own sole risk.

2. Anathem takes all reasonable care to ensure that the Service is accurate and up to date. Anathem makes no representations, warranties or undertakings about any of the information, content or functionality provided by the Service (including, but not limited to quality, accuracy, fitness for purpose, completeness or reliability).

3. The Service and Anathem Content are available to you for your convenience only. Anathem is not a professional services firm and does not provide (through the Service, by customer support or otherwise) you with professional advice (medical or otherwise) relating to your use of the Service. By using the Service you confirm your agreement to this limitation of Service and warrant to obtain separate professional advice whenever reasonably appropriate.

4. You remain solely responsible for complying with all applicable laws and regulatory obligations. It is your responsibility to check that Authorised Users of the Service comply with applicable laws (including any laws requiring you to retain records).

5. Anathem disclaims all responsibility and liability for any harm, loss or damages to your devices, computer systems, networks or data, resulting or deriving from access or use of third-party applications available on or through the Service.

6. No advice or information, whether oral or written, obtained from Anathem or through the Service or Anathem Content creates any warranty or representation not expressly made herein.

7. Where the Service contains links to other sites and resources provided by third parties, these links are provided for your information only and activating these links may cause you to leave the Platform and/or the Website. Anathem has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them.

Limitation of Liability

1. Anathem’s only liability under this Agreement and your only remedy shall be for breach of contract for the supply of Services and all other liability is excluded to the maximum extent permitted by law as detailed in this paragraph 13 below.

2. Anathem’s liability in any event (including breach of contract) for the supply of the Service or any representation given in connection with such a contract) shall be limited to the aggregate Fees paid for the Service by the Customer over the 24 months prior to the event giving rise to the claim and confined only to you.

3. You acknowledge and accept that to the maximum extent permitted by law, Anathem and its affiliates (including officers, employees, successors or assignees) excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service, the Platform or the Website.

4. You acknowledge and agree that, to the fullest extent permitted by law, regardless of the form of action, in no event will Anathem or its affiliates (including, without limitation, officers, employees, successors or assignees) be liable to you or any other party for any direct or indirect loss, damage, cost, expense or liability of any kind arising in any way out of or in connection with:

   1. the availability, access, use, reliance on, or inability to use or access the Service, or any of your Customer Content or Anathem Content;

   2. Anathem’s access or use of your Customer Content in connection with the Service;

   3. Any conduct or data of any third party submitted or accessible through the Service, including without limitation, any defamatory, offensive or illegal content or conduct of other Authorised Users or third parties; and

   4. Unauthorised access, use, disclosure or alteration of your Content or Data.

5. Without prejudice to paragraph 13(d), Anathem disclaims, to the fullest extent permitted by applicable law, any liability arising in any way out of or in connection with the Service, including but not limited to: loss of profits; loss of revenue; business interruption; loss of business; loss of goodwill; loss of customers; loss of programs and the cost of replacing equipment or software; loss of records, information or Data; loss of use of Data; loss of or damage to reputation; loss of capital; downtime costs; loss under or in relation to any other contract; loss of anticipated savings or benefits; any indirect, special, consequential, exemplary, punitive, or incidental loss; and any loss attributable to errors, omissions, or other inaccuracies in the Service.

6. You acknowledge that Anathem has no control over or responsibility for databases, data, or computer systems managed any third-party and you release and hold Anathem harmless from all liability arising out of or in connection with any use of such third-party systems.

7. Nothing in this Agreement shall be construed so as to exclude or limit Anathem’s liability for death or personal injury as a result of Anathem’s (or its officers, employees or agents) negligence, nor Anathem’s liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Indemnification 

1. You agree to indemnify Anathem for any loss suffered by Anathem as a result of: 

   1. breach of this Agreement (including any Policies) by you or an Authorised User;

   2. any claim brought against Anathem as a result of Your Content; or

   3. any actions or claims brought against Anathem which has arisen as a result of Your request that Anathem alters or terminates access to the Services for an Authorised User.

Not Dealing as a Consumer  

1. You warrant and represent that you are registering for and using the Service wholly or mainly within your trade, business, craft or profession.

2. You agree and acknowledge that to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect consumers in any jurisdiction does not apply to the supply or use of the Service, the Platform or the Website.

3. Anathem reserves the right to monitor your usage of the Service and to terminate your Subscription in case of any substantial breach of this Agreement.

Third Parties

Nothing in this Agreement shall be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person that is not a party to this Agreement.

Entire Agreement 

The Agreement contains the entire agreement and understanding between the parties relating to the Service or Subscription and supersedes all prior and/or contemporary agreements, arrangements, statements and understandings, whether oral or written, relating to the subject matter of this Agreement.

Severability

Should any provision of this Agreement be or become fully or partially invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Waiver

No failure or delay by either party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Force Majeure 

1. Any delay in or failure by either party in performance of the Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage (each being a Force Majeure Event).

2. The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use its best efforts to minimise any resulting delay in or interference with the performance of its obligations under this Agreement.

Assignment

1. Other than in relation to allowing Authorised Users access to the Services, you may not assign the Subscription without the prior written consent of Anathem.

2. Anathem reserves the right, upon written notice to you, to assign the Subscription (in whole or in part) to one or more of our subsidiaries, or to a third party in connection with the sale of all or part of Anathem’ equity, business or assets. Subject to the above, the Terms shall be binding upon and shall enure to the benefit of each party hereto and its respective successors and assignees.

No Partnership, Joint Venture, etc. 

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Notices

1. Any notice given under this Agreement must be in writing by email and will be deemed to have been given only on receipt of a confirmed delivery by the other party. If the party sending the notice has not received a confirmation within 48 hours of sending, that party should resend the notice, and can deem it served 24 hours thereafter.

2. Notices to either party shall be sent to the registered office of such party or to the details set out in the Engagement Letter.

Governing Law

These Terms and the use of the Service shall be governed by and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction over any dispute arising out of or relating to these terms, the use of the Service.