Terms of Use of Global Intelligence System

Please note that these terms apply to any use of the Global Intelligence System online knowledge portal services whether on a free trial basis and/or as a paid for subscription.

BY CHECKING THE TICK BOX WHEN REGISTERING TO USE THE GLOBAL INTELLIGENCE SYSTEM ONLINE KNOWLEDGE PORTAL, YOU AGREE TO THESE TERMS WHICH WILL BIND YOU AND ANYONE WHO ACCESSES THESE SERVICES THROUGH YOUR ACCOUNT. IF YOU DO NOT AGREE TO THESE TERMS, WE ARE UNWILLING TO LET YOU SUBSCRIBE FOR THE SERVICES AND YOU WILL NOT BE ABLE TO USE THE GLOBAL INTELLIGENCE SYSTEM.

DEFINITIONS

You or Your: the person, firm, corporation or other organisation subscribing for the Services upon these terms of use and, where the context so requires, includes your Authorised Users.

Us, We, or Our: Armorgroup Services Limited (trading as G4S Risk Management).

Authorised Users: any of your employees authorised by you as notified to us to use the Services pursuant to your account.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 8.

Know-how: the Global Intelligence System online knowledge portal provided or to be provided by us to you under these terms.

Services: provision of Know-How in relation to current risks and threats including, without limitation:

(a)

Incident monitoring - global security incidents are continuously reviewed;

(b)

Political and security risk analysis - detailed assessment of threats including:

(i)	Micro-security risks (low-level crime, limited infrastructure, environmental risks);
(ii)	Strikes, Riots & Civil Commotion;
(iii)	Serious Organised Crime;
(iv)	Terrorism;
(v)	Insurgency, Guerrilla and Civil Warfare;
(vi)	International Armed Conflict;
(vii)	Abduction, Kidnap for Ransom & Extortion (K&R);

(a)

Risk modelling and mitigation - enabling the management of risk exposure; and

(b)

Travel risk advisories - offering practical advice to travellers prior to departure and whilst in-country.

Software: the software (if any) provided by us which enables you to use the Services, including data schemas, data models, databases and the like.

Subscriber Data: the data input by you (and anyone authorised by you) for use in conjunction with the Know-how.

Subscription Fee: the subscription fee for the Services to be provided under these terms, as stated on our website [INSERT LINK TO FEES] and/or specified in our invoice relating to these terms.

Subscription Period: the 12 months' period commencing on the date you subscribe for the Services in respect of which a Subscription Fee is payable for the Services or such other period as is specified in our invoice relating to these terms.

ACCESS TO THE SERVICES

2.1

Access to our website for the purpose of enjoying the Services is permitted on a temporary basis, and we reserve the right to temporarily restrict access to some parts of our website, or our entire website, in the interest of business efficacy or to protect our network or systems or other users or to limit the number of times or duration access is permitted to the Services during any given period.

AUTHORITY AND LICENCE FOR USE OF SERVICES

3.1

Where we agree to your use of the Services on a free trial basis, we authorise you and your Authorised Users to use the Services during such free trial period (Free Trial Period).

3.2

This authority and licence to use the Services during the Free Trial Period starts when you subscribe for the Services, and ends;

3.2.1

at the end of the Free Trial Period; or

3.2.2

if these terms are terminated under paragraph 11.

3.3

For the avoidance of doubt:

3.3.1

any use of the Services during any Free Trial Period shall be subject to these terms which shall apply mutatis mutandis as if any reference to the Subscription Period shall where applicable include the Free Trial Period; and

3.3.2

references to “subscription”, “subscribe” or “subscribing” shall, where applicable, include use of the Services on a free trial basis.

3.4

Where you subscribe for the Services for which you agree to pay us the Subscription Fee, we authorise you and your Authorised Users to use the Services during the Subscription Period.

3.5

This authority and licence starts when you subscribe for the Services, subject to payment of the Subscription Fee, and ends:

3.5.1

if the Subscription Period expires without your agreeing to renew your subscription on these terms and the Subscription Fee then applying; or

3.5.2

if these terms are terminated under paragraph 11.

3.6

You may during the Subscription Period:

3.6.1

search, view, copy and print out material containing Know-how for your own use;

3.6.2

copy, revise, customise and use any analysis, reports or documents containing or relating to the Know-how for your own use; and

3.6.3

make available to your clients, potential clients and others copies of materials that contain Know-how on a reasonable, non-systematic basis that is not commercially prejudicial to us, subject to crediting us with such material or any third parties where such material is attributed to them.

3.7

We hereby grant you on the terms and conditions of these terms a non-exclusive, non-transferable licence to access and use the Software solely for the purpose of the Services (and for the avoidance of doubt, nothing in these terms grants to you any rights whatsoever in or relating to the source code of the Software).

3.8

In using the Services, you shall not store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.

3.9

You shall not:

3.9.1

attempt to duplicate, modify, disclose or distribute any portion of the Software; or

3.9.2

attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between you and us; or

3.9.3

(without prejudice to paragraph 3.6) use the Software, Know-how Services to provide services similar to the Services to third parties, without our prior written consent; or

3.9.4

transfer, temporarily or permanently, any rights or obligations under these terms; or

3.9.5

attempt to obtain, or assist others in obtaining, access to the Software;

3.9.6

use the Services:

3.9.6.1	in any way that breaches any applicable local, national or international law or regulation;
3.9.6.2	in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
3.9.6.3	to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

3.9.7

re-sell any part of the Know-how (other than as permitted under this paragraph 3) or Services;

3.9.8

attempt to gain unauthorised access to the Know-how or Services, the server on which they are stored or any server, computer or database connected to our website; or

3.9.9

attack our website via a denial-of-service attack or a distributed denial—of-service attack.

3.10

You agree that by breaching any of the provisions of this paragraph 3, you could commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately.

3.11

We confirm we have all the rights in relation to the Software that are necessary to grant all the rights we purport to grant under these terms.

YOUR OBLIGATIONS

4.1

You will take reasonable steps to ensure that you and your Authorised Users comply with these terms and do not except as permitted under these terms or authorised by us in writing:

4.1.1

copy, print out or otherwise reproduce any Know-how nor any material relating to part of the Services;

4.1.2

make any part of the Know-how or of the Services available to anyone who is not an Authorised User; or

4.1.3

alter any part of the Know-how or Services; or

4.1.4

purport to assign or otherwise dispose of your rights under these terms; or

4.1.5

use or make any part of the Know-how or of the Services available to anyone for a commercial purpose; or

4.1.6

modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell any part of the Know-how or of the Services; or

4.1.7

send, or cause to be sent, any automated queries of any sort to us.

4.2

Your subscription to the Services may require you to open an account, provide us with current, complete and accurate sign-up information for all users of the Services under your account and/or choose a password and user name for all users. You agree that:

4.2.1

You will maintain the confidentiality of your account information, including user names and passwords;

4.2.2

You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Know-how or Services using accounts created with your username and password;

4.2.3

You are responsible for any and all activities that occur under your account; and

4.2.4

You are solely responsible for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge,

but provided that you will not be deemed to be or regarded as in breach of these paragraphs 4.2.1 to 4.2.4 where such breach is due to our act or omission.

4.3

You acknowledge and agree that we and our licensors own all intellectual property rights in the Software, the Know-How and the Services. Except as expressly stated in these terms, these terms does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Know-how, Services or any related documentation.

4.4

Subject to paragraph 5, you will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your use of the Software or Services, provided that:

4.4.1

you are given prompt notice of any such claim; and

4.4.2

we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense.

4.5

You are responsible for configuring your information technology, computer programmes and platform in order to access the Services. Notwithstanding clause 5.5, you should use your own virus protection software.

4.6

By submitting any individual's personal information to us or our affiliates, service providers and agents, you agree, and confirm your authority from such other individual, to our collection, use and disclosure of such personal information in accordance with our privacy policy available at [LINK TO PRIVACY POLICY].

4.7

Any material you upload, submit or post to our website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party or law enforcement authorities who claims that any material posted, submitted or uploaded by you to our website is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities or constitutes a violation of their intellectual property rights, or of their right to privacy, confidentiality or any other rights.

OUR OBLIGATIONS

5.1

We warrant that you will not infringe any third party intellectual property rights by using the Know-how and we will indemnify you, subject to paragraph 10, against losses, costs or expenses you may incur as a result of any claim that the use by you of the Know-how infringes any third party intellectual property rights, provided you notify us promptly of any such claim being made. This warranty and indemnity does not extend to claims in respect of Software.

5.2

In relation to any part of the Software owned by us and used in providing the Services, we shall defend you against any claim that your use of the Software for the purpose of the Services infringes any United Kingdom patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify you, subject to paragraph 10, for any amounts awarded against you in judgment or settlement of such claims, provided that:

5.2.1

we are given prompt notice of any such claim; and

5.2.2

you provide reasonable co-operation in the defence and settlement of such claim, at our expense.

5.3

In the defence or settlement of the claim, we may at our discretion obtain for you the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate these terms without liability to you. We shall have no liability if the alleged infringement is based on:

5.3.1

a modification of the Software by anyone other than us or our subcontractors; or

5.3.2

your use of the Software in a manner contrary to the instructions given to you by us; or

5.3.3

your use of the Software after notice of the alleged or actual infringement from us or any other person.

5.4

The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

5.5

We will take reasonable steps to ensure that Software and data files we supply to you as part of the Services are virus-free.

5.6

We will use our reasonable endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our reasonable endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up or caused by breach of our obligations under these terms).

5.7

We will use our reasonable endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.

5.8

Subject to paragraph 7.7, we have the right to revise and amend these terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities but provided that where such changes materially affect the Services, you will, notwithstanding such changes, remain subject to the terms in force at the time of commencement of your then current subscription, unless any change to these terms is required to be made by law or governmental authority (in which case it will apply to your then current subscription for the Services), or if we notify you of the change to these terms before we send you confirmation of your new subscription (in which case we have the right to assume that you have accepted the change to these terms), unless you notify us to the contrary within seven working days of receipt by you of confirmation of your subscription.

5.9

For the avoidance of doubt, each new subscription or renewal of an existing subscription for the Services shall constitute a separate subscription for the Services for the Subscription Period in respect of which the Subscription Fee has been paid or is payable but provided that any request by you for a change to the scope of the Services (which you are entitled to request and we are entitled to reject), either by increasing the number of Authorised Users and/or the number of countries in respect of which the Know-how is to be provided pursuant to the Services, shall be dealt with in accordance with paragraph 7.3.

5.10

Where our website contains links to other websites and/or resources provided by third parties, these links are provided for your information only. We have no control over the contents of those websites and/or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of or reliance on any information on, them.

INTERACTIVE SERVICES

6.1

To the extent that the Services include the provision of interactive services, including, without limitation, Chat rooms, Bulletin boards, news groups, forums, communities or other communication facilities; we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

6.2

We will use our reasonable endeavours to assess any possible risks for users from third parties when they use the interactive service, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide as part of the Services, and we expressly exclude our liability for any loss or damage arising from the use of such interactive service by a user in contravention of these terms or any other terms and conditions governing use of our website, whether the service is moderated or not.

6.3

Where we do moderate the interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

6.4

Any and all material contributed to the interactive service must:

6.4.1

be accurate (where they state facts);

6.4.2

be genuinely held (where they state opinions);

6.4.3

comply with applicable law in the UK and in any country from which they are posted;

6.4.4

not contain any material which is defamatory of any person;

6.4.5

not contain any material which is obscene, offensive, hateful or inflammatory;

6.4.6

not promote sexually explicit material;

6.4.7

not promote violence;

6.4.8

not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

6.4.9

not infringe any copyright, database right or trade mark of any other person;

6.4.10

not be likely to deceive any person;

6.4.11

not be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

6.4.12

not promote any illegal activity;

6.4.13

not be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;

6.4.14

not be likely to harass, upset, embarrass, alarm or annoy any other person.

6.4.15

be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

6.4.16

not give the impression that they emanate from us, if this is not the case;

6.4.17

not advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

6.5

We will determine, in our discretion, whether there has been a breach of this paragraph 6 through your use of the Services. When a breach of this paragraph 6 has occurred, we may take such action as we deem appropriate.

6.6

Failure to comply with this paragraph 6 constitutes a material breach of these terms, and may result in our taking all or any of the following actions:

6.6.1

immediate, temporary or permanent withdrawal of your right to use the Services;

6.6.2

immediate, temporary or permanent removal of any posting or material uploaded by you to our website;

6.6.3

issue of a warning to you;

6.6.4

legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

6.6.5

further legal action against you;

6.6.6

disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

6.7

We exclude liability for actions taken in response to breaches of this paragraph 6. The responses described in this paragraph are not limited, and we may take any other action we reasonably deem appropriate.

6.8

Without prejudice to our other rights and remedies under paragraphs 6.6 and 6.7, you agree to indemnify us against any:

6.8.1

loss of income or revenue;

6.8.2

loss of business;

6.8.3

loss of profits or contracts;

6.8.4

loss of anticipated savings;

6.8.5

loss of data;

6.8.6

loss of goodwill;

6.8.7

wasted management or office time; and

6.8.8

any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, arising out of your failure to comply with this paragraph 6.

SUBSCRIPTION FEE

7.1

The Subscription Fee for the Services will be as specified in our invoice and/or as quoted on our website from time to time, except in cases of obvious error. The Subscription Fee shall be for the Subscription Period and shall automatically renew at the end of such Subscription Period for the then current Subscription Fee.

7.2

These prices exclude VAT which will be chargeable thereon at the applicable rate and must be paid in advance of commencement of your use of the Services.

7.3

If you require a change to the scope of the Services either by increasing the number of Authorised Users and/or the number of countries in respect of which the Know-how is to be provided pursuant to the Services:

7.3.1

we shall, within a reasonable time (and in any event not more than ten working days after receipt of your request), confirm to you:

7.3.1.1

any variation to the Subscription Fee and/or the Subscription Period as a result such change; and

7.3.1.2

any other impact of the change on these terms;

7.3.2

if you do not wish to proceed, there shall be no change to the scope of the Services; and

7.3.3

if you wish to proceed with the change, we shall do so subject to you agreeing to the variations to the Subscription Fee and/or the Subscription Period and any other relevant terms of these terms to take account of the change.

7.4

Without prejudice to any other right or remedy that we may have, if you fail to pay the Subscription Fee in advance of commencement of your use of the Services, we may:

7.4.1

notwithstanding non-payment of the Subscription Fee, permit your use of the Services to commence; or

7.4.2

suspend commencement of your use of the Services, and, in either case, charge interest on the unpaid Subscription Fee from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand.

7.5

Time for payment of the Subscription Fee shall be of the essence of these terms.

7.6

Payment of any outstanding Subscription Fee shall become due immediately on termination or cancellation of your use of the Services, howsoever arising, despite any other provision. This paragraph 7.6 is without prejudice to any right to claim for interest under the law, or any such right under these terms.

7.7

Without prejudice to paragraph 5.8 but subject to paragraph 7.3, our Subscription Fee is liable to change at any time, but such changes will take effect only in relation to new subscriptions for the Services or, in relation to the then existing or current subscriptions, at the renewal of such subscriptions.

7.8

Payment of the Subscription Fee may be made by credit or debit card. Alternatively, if we agree, we may invoice you through an online account.

7.9

We accept payment with [LIST OF CREDIT AND DEBIT CARDS]. We will not charge your credit or debit card until your subscription for the Services is to commence.

7.10

You understand that your subscription for the Services commences when you subscribe for the Services. If we cancel or terminate your use of the Services for any reason other than your breach of these terms of use, we will refund a pro rata amount of the Subscription Fee for the unused portion of your annual Subscription Fee.

CONFIDENTIALITY

8.1

You acknowledge that you may be given access to our Confidential Information in order to use the Services under these terms. Our Confidential Information shall not be deemed to include information that:

8.1.1

is or becomes publicly known other than through your act or omission; or

8.1.2

was in your lawful possession before the disclosure; or

8.1.3

is lawfully disclosed to you by a third party without restriction on disclosure; or

8.1.4

is independently developed by you, which independent development can be shown by written evidence; or

8.1.5

is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

8.2

You shall hold our Confidential Information in confidence and, unless required by law, not make our Confidential Information available to any third party, or use our Confidential Information for any purpose other than pursuant to these terms.

8.3

You shall use your best endeavours to ensure that our Confidential Information to which you have access is not disclosed or distributed in violation of these terms.

8.4

You shall not be responsible for any loss, destruction, alteration or disclosure of our Confidential Information caused by any third party except where such loss, destruction, alteration or disclosure arises by reason of your breach of your obligations under these terms.

8.5

You acknowledge that the Software is our Confidential Information.

8.6

We acknowledge that the Subscriber Data is your Confidential Information.

DISCLAIMER

9.1

We give you no warranty or assurance, except as set out in paragraph 5 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.

9.2

Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our reasonable endeavours to maintain the Know-how up to date and to develop our Services to meet subscribers' needs. However, you should note in particular:

9.2.1

the Know-how is not intended to constitute a definitive or complete statement of all previous, current, future or potential threats, hazards or risks in any country or any part of the world, nor is any part of it intended to constitute safety advice for any specific situation;

9.2.2

the Know-how may include archived information and resources, which may be incorrect or out of date or have been obtained from sources which are now considered unreliable;

9.2.3

We give you no warranty or assurance that the Services and our means of delivering them are compatible with your software or computer configuration; and

9.2.4

We may change part or all of the Services at our discretion.

LIABILITY

10.1

This paragraph 10 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

10.1.1

any breach of these terms;

10.1.2

any use made by you of the Services or the Software or any part of them; and

10.1.3

any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with these terms.

10.2

Except as expressly and specifically provided in these terms:

10.2.1

you assume sole responsibility for results obtained from the use of the Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you in connection with the Services, or any actions taken by us at your direction; and

10.2.2

all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these terms.

10.3

Nothing in these terms excludes our liability:

10.3.1

for death or personal injury caused by our negligence; or

10.3.2

for fraud or fraudulent misrepresentation.

10.4

Subject to paragraph 10.3 above, we shall not be liable for any:

10.4.1

loss of profits;

10.4.2

loss of business or contract;

10.4.3

depletion of goodwill and/or similar losses;

10.4.4

loss of anticipated savings;

10.4.5

loss of goods; or

10.4.6

loss of use; or

10.4.7

loss of corruption of data or information; or

10.4.8

special, indirect or consequential or pure economic loss, costs, damages, charges or expenses; and

10.4.9

our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under these terms or otherwise or in connection with the performance or contemplated performance of these terms shall be limited to the Subscription Fee paid for the Services during the 12 months preceding the date on which the claim arose.

10.5

Under this paragraph 10, our liability includes that of any company in our group and our and their respective agents, employees and sub-contractors, yours includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under these terms or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.

10.6

We shall have no liability to you under these terms if we are prevented from or delayed in performing our obligations under these terms or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications 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 or storm.

TERMINATION

11.1

If you use the Services:

11.1.1

on a free trial basis, your use will terminate immediately if

11.1.1.1

you or we are in material breach of any of these terms; or

11.1.1.2

we serve notice on your to terminate your use of the Services;

11.1.2

on a subscription basis, your subscription will terminate if you or we are in material breach of any of these terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach. If we are in material breach as a result of circumstances within our control, you will be entitled to pro-rata return of the Subscription Fee.

11.2

You have the right to terminate or, subject to paragraph 7.3, amend your subscription for the Services at any time but provided that where you terminate your subscription before the end of the Subscription Period, subject to paragraph 7.10, no refund shall be made by us in respect of the Subscription Fee paid for such Subscription Period.

11.3

On termination of your subscription for any reason:

11.3.1

all licences granted under these terms shall immediately terminate at the end of the current Subscription Period;

11.3.2

subject to the exceptions in this sub-paragraph, you will take reasonable steps to delete the Software and the Know-How from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of the Software or any part of the Know-how after the expiry of the current Subscription Period. However, you are not required to delete or destroy any electronic media or printouts containing Know-how that were made prior to termination, or copies of such printouts;

11.3.3

we may destroy or otherwise dispose of any of the Subscriber Data in our possession; and

11.3.4

the provisions of paragraphs 1 to 4, 6, 8 to 10, 12.2, 12.5 and 12.9 (and without limitation to the foregoing, any other provision of these terms which is to be performed or observed notwithstanding termination or expiry or which is expressed to survive termination or expiry) shall survive the termination or expiry of these terms, together with any other provision which is either expressed to or by implication is intended to survive termination.

GENERAL PROVISIONS

12.1

The rights provided under these terms are granted to you only, and shall not without our prior written consent be considered granted to any subsidiary or holding company. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these terms.

12.2

These terms are not intended to benefit anyone other than the parties to it and, in particular, no term of these terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

12.3

Unless specifically provided otherwise, rights arising under these terms are cumulative and do not exclude rights provided by law.

12.4

If any provision (or part of a provision) of these terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

12.5

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

12.6

These terms and the Subscription Fee invoice constitute the entire agreement and understanding between you and us and supersede any previous agreement between you and us relating to the subject matter of these terms. You acknowledge and agree that in entering into these terms you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to these terms or not) other than as expressly set out in these terms. The only remedy available to you for breach of these terms shall be for breach of contract under these terms.

12.7

Applicable laws require that some of the information or communications we send to you should be in writing. When using the Services, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This paragraph does not affect your statutory rights.

12.8

All notices given by you to us must be given to us at info@gis.g4s.com. We may give notice to you at either the e-mail or postal address you provide to us when subscribing for the Services, or in any of the ways specified in paragraph 12.7 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

12.9

English law governs these terms and the parties submit to the non-exclusive jurisdiction of the English courts.

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