User License Terms

Hanover is a brand of Cleversteam Limited, a company incorporated in England with company number 07362371 and whose registered office address is at 4th Floor Atlantic Pavilion, Albert Dock, Liverpool, England, L3 4AE (“Hanover”, “we” or “us”). These terms and conditions (the “Agreement” or “Terms”) govern the relationship between Hanover and its Customers (“you”) in relation to the supply of the Services (as defined below).

Interpretation The following definitions apply in these Terms: Authorised Users: the Customer, and those employees, contractors, associates or Clients invited by the Customer to access and make use of the Software under this Agreement. Commencement Date: the date of the commencement of the Services. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information under the terms of clause 9. Customer: means the company, partnership or individual who registers for a customer account with Hanover. Customer Data: the data inputted into the information fields of the Software by the Customer or by Authorised Users. Fees: the fees payable by the Customer to Hanover for the Services, as set out on the Order Form (which shall include the addition of VAT where applicable at the prevailing rate). Order Form: means the online order, or the written Engagement Terms, setting out the principal terms of the Services. Platform: means the website, www.hanovercrm.com, and its associated web application. Services: means access to and use of the Software during the Term. Software: Hanover's proprietary software application provided to the Customer under this Agreement. Term: means the term of this Agreement. Virus: 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 service, equipment or network or any other service 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 rearranging, 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.

Licence The Customer is granted a licence for all Authorised Users to use the Software during the Term on the terms and subject to the conditions set out in this Agreement. The Customer’s licence is not exclusive and Hanover is entitled to grant similar licences to other customers or users at any time at its entire discretion. Authorised Users will be able to access the Software through the Hanover website. Whilst the dashboard is fully functionable through most browsers, Hanover does not warrant that it will be fully accessible or operational with all browsers. Hanover gives no warranty or guarantee over the quality, accuracy or completeness of any results which may be obtained by using the Software.

Availability of the Services Hanover does not guarantee that the Services will be available at all times and the Customer accepts that the Services may be unavailable due to maintenance or for any other reason. In such circumstances, Hanover shall use reasonable commercial efforts to restore Services to full availability as soon as possible. Hanover will make reasonable commercial efforts to support the latest Apple and Android operating systems. However, Hanover does not guarantee support for any particular OS or version. Hanover hereby grants to the Customer on and subject to the terms and conditions of this Agreement a non-exclusive, non-transferable licence to allow Authorised Users to access and use the Software. Authorised Users are not permitted to store, distribute or transmit any Virus, or any material through the Platform that is unlawful, harmful, threatening, defamatory, obscene, infringing, 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. Authorised Users shall not: 3.5.1 attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Software except to the extent expressly set out in this Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or 3.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or 3.5.3 access all or any part of the Software in order to build a product or service which competes with the Software and/or the Services; 3.5.4 use the Software to provide services to third parties; or 3.5.5 transfer, temporarily or permanently, any of its rights under this Agreement; or 3.5.6 assist any third parties (who are not permitted to obtain access under these Terms) to obtain access to the Software. The Customer shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Software and notify Hanover promptly of any such unauthorised access or use.

Customer Data The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants to Hanover a royalty-free, non-exclusive, non-transferable licence to process Customer Data in accordance with the terms of this Agreement for the purpose of fulfilling its obligations under this Agreement. Hanover shall follow its standard archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Hanover to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Hanover in accordance with its standard archiving procedures. Hanover shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party. The Customer is able to download or export its Customer Data at any time. Instructions on how to do so are available on the Platform. If Hanover processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Hanover shall be a data processor and in any such case: the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Hanover so that Hanover may lawfully process personal data in accordance with this Agreement on the Customer’s behalf; Hanover shall process the personal data in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage. In respect of any activity by Hanover where Hanover is considered to be acting as a data processor under the Data Protection Act 2018, Hanover warrants that it will: processes the personal data only on documented instructions from the Customer, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by law; when, in such a case, Hanover shall inform the Customer of that legal requirement before processing, unless such law prohibits such information on important grounds of public interest;

ensure that all persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

take all measures required pursuant to Article 32 of the EU General Data Protection Regulations (“GDPR”);

respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another processor;

take into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;

assist the Customer in ensuring compliance with its obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to Hanover;

at the choice of the Customer, delete or return all the personal data to the Customer after the end of the provision of these Services and delete existing copies unless the law requires storage of the personal data;

make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer. 4.7 With regard to clause 4.6.1, Hanover shall immediately inform the Customer if, in its opinion, an instruction infringes the GDPR or other relevant data protection provisions.

Customer's obligations The Customer shall: provide Hanover with all necessary cooperation in relation to this Agreement and all necessary access to such information as may be required by Hanover in order to render the Services, including but not limited to Customer Data, security access information and software interfaces to the Customer's other business applications; and comply with all applicable laws and regulations with respect to its activities under this Agreement.

Charges and payment The Customer shall pay the Fees for the Services as set out in the Order Form. All amounts and fees stated or referred to in this Agreement are exclusive of value added tax, which shall be added at the appropriate rate. Unless otherwise agreed, the Customer shall pay the Fees on a monthly basis. If Hanover has not received payment within five days after the due date, and without prejudice to any other rights and remedies of Hanover: Hanover shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

Proprietary rights The Customer acknowledges and agrees that Hanover and/or its licensors own all intellectual property rights in the Software and the Services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or any related documentation.

Confidentiality 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 include information that: is or becomes publicly known other than through any act or omission of the receiving party; or was in the other party's lawful possession before the disclosure; or is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or is independently developed by the receiving party, which independent development can be shown by written evidence; or is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement. 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. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. Hanover acknowledges that the Customer Data is the Confidential Information of the Customer. The Customer agrees that Hanover can make reference to them as a client and use the Customer’s name and logo and/or reproduce screen shots of the Customer’s website on Hanover’s website or any other marketing material for Hanover for an indefinite period unless explicitly requested to keep private. The above provisions of this clause 8 shall survive termination of this Agreement, however arising.

Warranty and Indemnity The Customer warrants and undertakes that: any Customer Data and any information, specifications or materials given to Hanover will not infringe any intellectual property or other rights of any third party (including but not limited to framing and linking to third party websites and/or third party proprietary material) and complies with the requirements of the Data Protection Act 1998 (as amended); and it has supplied and shall continue to supply accurate replies, information and specifications in response to all Hanover’s enquiries, requests for information and specifications in respect of all matters relating to the Services. The Customer shall defend, indemnify and hold harmless Hanover 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 Software or Services. Hanover shall have no liability in respect of any alleged infringement of any intellectual property rights of any third party where such claim is based on: a modification of the Software by anyone other than Hanover; or the Customer's use of the Software in a manner contrary to the instructions given to the Customer by Hanover; or the Customer's use of the Software after notice of the alleged or actual infringement from Hanover or any appropriate authority. The foregoing and the terms of clause 10 sets out the Customer’s sole and exclusive rights and remedies, and Hanover’s entire obligations and liability, for patent, copyright, database or right of confidentiality infringement.

Limitation of liability This clause 10 sets out the entire financial liability of Hanover (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer arising under or in connection with this Agreement, in respect of any use made by the Customer of the Services or the Software or any part of them or in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. Except as expressly and specifically provided in this Agreement the Customer assumes sole responsibility for results obtained from the use of the Software and the Services by the Customer. Hanover shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Hanover by the Customer in connection with the Services, or any actions taken by Hanover at the Customer's direction. 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. Nothing in this Agreement excludes the liability of Hanover for death or personal injury caused by Hanover's negligence or for fraud or fraudulent misrepresentation. Subject to clause 10.3, Hanover shall not be liable whether in tort (including negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement and Hanover's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.

Term and termination This Agreement shall commence on the Commencement Date and shall continue indefinitely unless terminated. Where the Fees are paid monthly, this Agreement shall automatically renew for monthly periods, unless either party gives the other of at least 30 days’ notice before cancellation. Without affecting any other right or remedy available to it, Hanover may terminate this Agreement with immediate effect by giving written notice to the Customer if: the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; the Customer commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 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; or the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company). On termination of this Agreement for any reason: all licences granted under this Agreement shall immediately terminate; the Customer shall cease to use the Software and shall uninstall or delete any Software, library or materials belonging to Hanover from its computer systems and communication devices; Hanover may destroy or otherwise dispose of any of the Customer Data in its possession; and 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.

Force majeure Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Hanover or any other party), failure of a utility service or transport or telecommunications network or the internet, 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. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six months, the party not affected may terminate this Agreement by giving 30 days' written notice to the other party.

Waiver A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

Rights and remedies Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of any rights or remedies provided by law.

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

Entire agreement This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

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

No partnership or agency 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, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

Variation Hanover may update or amend these Terms from time to time. The Customer should check its Customer dashboard to see the latest version of these Terms which shall apply to use of the Software and Services with effect from the date of the update.

Third party rights This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Notices Any notice required to be given under this Agreement shall be in writing and shall be delivered by email or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in this Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received 24 hours after at the time of transmission (as shown by the timed printout obtained by the sender).

Governing law This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England.

Jurisdiction The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement, the Software or the Services (including non-contractual disputes or claims).