CUSTOMER THERMOMETER RESELLER TERMS AND CONDITIONS

These Reseller Terms and Conditions (“Reseller Terms”) govern your company/organisation’s business relationship with CUSTOMER THERMOMETER LIMITED (registered in England with Company number 10534307) whose registered office is at 250 Fowler Avenue, Farnborough, England, GU14 7JP (“Customer Thermometer”, “we”, “our” or “us”).

By submitting an order to Customer Thermometer you specifically agree that (a) you have read and understood these Reseller Terms; (b) you have authority to agree these Reseller Terms on behalf of your company/organisation and (c) you agree these Reseller Terms shall govern your company/organisation’s business relationship with Customer Thermometer until the relationship is terminated by either party as stated below.

1.     DURATION AND NATURE OF OUR BUSINESS RELATIONSHIP

1.1.    Our business relationship with you commences when your first order is accepted by us and will continue until either of us gives the other written notice to terminate of at least 30 days or these Reseller Terms are otherwise terminated.

1.2.    As an authorised reseller, you will be authorised to use the logo “Customer Thermometer Partner” and Customer Thermometer trade marks and logos (“Customer Thermometer Trade Marks”), in line with any Customer Thermometer brand guidelines published by Customer Thermometer, on all Customer Thermometer provided materials and any co-branded marketing materials approved by Customer Thermometer in advance. This authorisation only applies for the duration of our business relationship and not thereafter and can be withdrawn at any time. Any other use of the Customer Thermometer Trade Marks must be pre-approved in writing by Customer Thermometer.  You shall not represent that you are an agent of Customer Thermometer in any way.

2.     TERMS OF PURCHASE AND RESALE

2.1.    The product offerings made available to you on our price list as a Customer Thermometer Partner are for resale to end user customers. If you are proposing to sell a Customer Thermometer offering to an existing Customer Thermometer end user that has bought the same offering directly from Customer Thermometer or from another reseller/channel partner of Customer Thermometer, you are not permitted to sell the same Customer Thermometer Product to that end user or take over the existing subscription contract with that end user customer until the expiry of the then current subscription term and provided the end user confirms in writing to all parties its wish for you to take over the contract. You may not sell the Customer Thermometer offerings in country, or region, or to any organisation or individual that is named on any applicable export ban or sanctions lists.

2.2.    You may purchase the Customer Thermometer offerings at the list price published by Customer Thermometer less any applicable discount notified to you by Customer Thermometer (in its absolute discretion).  Each purchase will be governed by these Reseller Terms to the exclusion of all other terms and conditions (such as any terms on your purchase order). Payment is made on placing the order on our website unless we agree to invoicing you (upon your request in writing). Subscription licenses will require regular payments being taken from your credit card and you agree to the same when purchasing. If we agree to invoice you, the regularity of invoicing shall be governed by the specific offering that you purchase and the manner in which the offering is licensed to the end user as detailed in the price list and/or quote sent to you. Note that some offerings include an auto-renew of the licence/service and you will be invoiced or charged (as the case may be) automatically at the end of the subscription period for the renewal (which may be monthly).

2.3.    If we agree to invoice you, all invoices are payable in full within fourteen (14) days of the relevant invoice date (the “Due Date”), irrespective of whether you have been paid by your end user.

2.4.    In the event that you fail to pay any invoice on or before the Due Date, Customer Thermometer shall be entitled to charge interest on the overdue amount at the rate of four per cent (4%) per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the Due Date until payment of the overdue amount is received by Customer Thermometer.  In addition, we may suspend the service to your end user customer at any time if your payment is overdue.

2.5.    The list price payable for the Customer Thermometer offerings may be changed at Customer Thermometer’s sole discretion, save that such changes shall not apply to a potential or actual end user in circumstances where you notify us that you have provided a quote to such potential or existing end user on the basis of the existing list price, provided that such quote is valid for a period of no longer than thirty (30) days (unless otherwise agreed by us).

2.6.    For the avoidance of doubt, you may, at your sole discretion, determine the re-sale price payable by an end user for the Customer Thermometer offerings.  You must inform the end user that use of the product or service is subject to our terms of use which are published at https://www.customerthermometer.com/terms-of-use/

2.7.    All amounts due to be paid by you under these Reseller Terms must be paid to Customer Thermometer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law), including in circumstances where an end user has failed to pay any fees due to the you. However, you acknowledge and agree that Customer Thermometer shall be entitled to set-off any payments due or payable to the you against any refunds or sums recoverable by Customer Thermometer.

2.8.    You are responsible for the collection, remittance and payment of any or all value added, sales, excise, state, local or other taxes or customs/import duties, charges, levies, assessments and other fees of any kind imposed by any governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Customer Thermometer offerings.

3.     TECHNICAL SUPPORT

3.1.    Customer Thermometer will provide technical support to you and your end user customer for the Customer Thermometer offerings you resell to your end user customers as set out in Customer Thermometer’s in our terms of use at https://www.customerthermometer.com/terms-of-use/ Technical support from Customer Thermometer does not include any installation/implementation of the Customer Thermometer offerings which shall be your or your end user’s responsibility although Customer Thermometer technical support will be available to assist you or your end user during the installation/implementation process.

4.     YOUR OBLIGATIONS

4.1.    In return for your appointment as n Customer Thermometer Partner, you agree to:

4.1.1. market and promote the Customer Thermometer offerings;

4.1.2. comply with all applicable laws and regulations;

4.1.3. use all reasonable care and skill when reselling the Customer Thermometer offerings as would be expected of an experienced and reputable partner undertaking similar activities;

4.1.4. avoid deceptive, misleading or unethical practices that are, or might be, detrimental to Customer Thermometer or the Customer Thermometer offerings and not publish, employ or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regards to Customer Thermometer or the Customer Thermometer offerings;

4.1.5. not make any representations, warranties, or guarantees to end users or other third parties with respect to the specifications, features or capabilities of the Customer Thermometer offerings that are inconsistent with the representations, warranties or guarantees set out in these Reseller Terms and/or the applicable documentation;

4.1.6. bear all of your own expenses in relation to the performance of your obligations under these Reseller Terms, including with regards to obtaining all licences, permits, certificates and all other documentation and information required under any applicable law or by any governmental authority;

4.1.7. be wholly responsible for all taxes, national insurance, social security or other contributions which may be payable out of, or as a result of the performance of your obligations and hold Customer Thermometer harmless against all costs, claims, penalties, interest, liability or proceedings whatsoever arising out of or in connection with such payments;

4.1.8. if requested by Customer Thermometer, you shall assist Customer Thermometer and provide such documentation as reasonably requested to verify an end user’s compliance with the end user licence agreement relating to the Customer Thermometer offering; and

4.1.9. not appoint sub-resellers or individuals to assist you in the performance of your obligations without obtaining the prior written consent of Customer Thermometer.

5.     CUSTOMER THERMOMETER OBLIGATIONS

5.1.    In return for your agreement to perform your obligations under these Reseller Terms and using your efforts to resell Customer Thermometer offerings, Customer Thermometer agrees to:

5.1.1. allow you to use the Customer Thermometer Trade Marks as stated in clause 1.3 above;

5.1.2. make available, at no cost to you, such marketing and sales literature materials as we may publish from time to time to facilitate the sale of the Customer Thermometer offerings. For the avoidance of doubt, these may be in English only and any such materials that you choose to use must be checked by you prior to such use to ensure they comply with applicable local laws;

5.1.3. provide technical support to you as set out at https://www.customerthermometer.com/terms-of-use/ and

5.1.4. use reasonable endeavours to keep you informed of any major faults with the Customer Thermometer offerings.

6.     CUSTOMER THERMOMETER WARRANTIES

6.1.    Customer Thermometer hereby warrants that (i) it has the right to grant all of the rights and licences to you under these Reseller Terms; (ii) to the best of its knowledge, your marketing, promotion and distribution of the Customer Thermometer offerings in accordance with these Reseller Terms will not infringe any third party’s intellectual property rights; (iii) the Customer Thermometer offerings supplied by you will operate substantially in accordance with, and perform, the material functions and features as set out in the applicable documentation for the Customer Thermometer offering found at https://www.customerthermometer.com/survey-features/ and (iv) Customer Thermometer will honour the warranty it gives to its end users in its terms of use if you promptly forward to us any such valid and proper warranty claims .

6.2.    Save as expressly provided here, all warranties or conditions of any kind including, but not limited to, the implied warranties or conditions of satisfactory quality, fitness for a particular purpose are hereby excluded to the full extent permitted by law.  In the event of any breach of warranty, subject to clause 9, Customer Thermometer’s sole liability and your sole remedy shall be for Customer Thermometer to rectify the breach and if it is unable to do so, to pay a pro rata refund of any license fees paid in advance, in respect of any unexpired portion of the licence to which any advance payment relates.

7.     INTELLECTUAL PROPERTY

7.1.    You acknowledge and agree that: (a) you are granted no rights under these Reseller Terms except as expressly stated herein and that Customer Thermometer expressly reserves all intellectual property rights and its other rights in and to the Customer Thermometer offerings and the Customer Thermometer Trade Marks; and (b). all intellectual property rights in and to the Customer Thermometer offerings (each as updated, amended and improved from time to time) and Customer Thermometer Trade Marks (and any goodwill thereto whether pre-existing or generated by you during your appointment hereunder) belong, and shall belong, and in the case of any goodwill generated by you relating to the Customer Thermometer Trade Marks are hereby assigned to Customer Thermometer and/or its licensors (as applicable).

7.2.    You agree that you will not:

7.2.1. copy the Customer Thermometer offerings or any part of any of them except to the extent and for the purposes expressly permitted by these Reseller Terms or by law;

7.2.2. use or access the Customer Thermometer software products to create products or services which compete with the Customer Thermometer products; (for the avoidance of doubt this does not prevent you from offering design or other consulting services in relation to the Customer Thermometer products); or

7.2.3. other than as permitted by applicable law, modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other intellectual property rights in the Customer Thermometer offerings.

7.3.    You agree to promptly, and in any event within five (5) days, notify Customer Thermometer in writing of any infringement or threatened infringement, unauthorised use, duplication or replication of the Customer Thermometer offerings or any of Customer Thermometer’s intellectual property rights of which you become aware. In such circumstances, you agree that Customer Thermometer shall have the sole right to take any and all legal action it deems appropriate in order to protect its rights, and you shall provide Customer Thermometer, at Customer Thermometer’s cost, with all reasonable assistance required for such purpose.

8.     INDEMNITY

8.1.    Subject to clause 9.2, Customer Thermometer hereby agrees to indemnify, hold harmless and defend you against any claim brought by an end user in respect of defects or failures in the Customer Thermometer products (an “End User Claim”), provided that:

8.1.1. you promptly, and in any event within five (5) days, provide Customer Thermometer with written notice of the End User Claim;

8.1.2. you provide all reasonable co-operation to Customer Thermometer in the defence and settlement of the End User Claim, at Customer Thermometer’s expense; and

8.1.3. Customer Thermometer is given sole authority to defend or settle the End User Claim.

8.2.    Customer Thermometer shall have no liability for any End User Claim which is the result of:

8.2.1. any of your actions, omissions, statements or representations except as expressly permitted under this these Reseller Terms; and

8.2.2. the combination of the Customer Thermometer products with other products or services which were not supplied and/or approved by Customer Thermometer.

8.3.    You shall indemnify Customer Thermometer against all losses, claims, damages and costs that Customer Thermometer may suffer or incur as a result of your breach of these Reseller Terms or any document referred to herein.

9.     LIMITATIONS ON LIABILITY

9.1.    The exclusions and limitations of liability in these Reseller Terms shall not apply in respect of your liability to pay any sums or in respect of your obligations under clause 8.3 or clause 4, or any loss, claim, damage or costs suffered by any person arising out of:

9.1.1. the fraud or fraudulent misrepresentation of the person seeking to rely on the exclusion or limitation; or

9.1.2. death or personal injury resulting from negligence on the part of the person seeking to rely on the exclusion or limitation.

9.2.    Subject to clause 9.1 and 9.3 below, the aggregate liability of Customer Thermometer (whether such liability arises in contract, tort (including negligence) or otherwise) to you shall not exceed the amount you have paid to Customer Thermometer for purchases in the previous 12 months.

9.3.    Subject to clause 9.1, Customer Thermometer shall not be liable to you (whether such liability arises in contract, tort (including negligence) or otherwise), even if Customer Thermometer was notified or was otherwise aware of the possibility of such loss, damage, claim or costs, for:

9.3.1. any loss of profit, loss of, damage to or corruption of data, loss of anticipated savings or interest, loss of use, loss of or damage to reputation or goodwill, the costs of procurement of substitute goods or services; and/or

9.3.2. any special, incidental, consequential, indirect, exemplary or reliance damages, loss, costs, claims or expenses of any kind.

9.4.    In the event that any of the limitations above are deemed unenforceable or illegal, you agree that Customer Thermometer’s maximum liability shall in any event be limited to £10,000.

10.   PRODUCT OFFERINGS MODIFICATIONS

10.1. Customer Thermometer shall have the right, at any time to:

10.1.1.    modify any or all of the Customer Thermometer offerings, and in such event shall make available to you all relevant documentation describing any such modification;

10.1.2.    withdraw and/or discontinue any Customer Thermometer offerings (as notified on our website) provided however that such withdrawal and/or discontinuance shall not affect the rights of end user customers until such time as the relevant contract renews or expires.

11.   GENERAL

11.1. Neither party shall be responsible or liable for any delay or failure in performance under these Reseller Terms arising as a result of any occurrence of any event or circumstance which is beyond the reasonable control of the affected party. This clause 11 shall not be construed as relieving either party from its obligation to pay any sums due to the other party.

11.2. Nothing in these Reseller Terms shall constitute or be deemed to constitute a partnership or joint venture between the parties, nor authorise any party to act in the name of, or on behalf of, or otherwise to bind any other party in any way to any third party (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power).

11.3. No variation of this Agreement shall be effective unless it is made in writing, signed by or on behalf of each of the Parties and expressed to be such a variation.

11.4. No failure or delay by either party, in whole or in part, given in exercising any remedy or right under or in relation to these Reseller Terms shall operate as a waiver of the same, nor shall any single or partial exercise of any remedy or right preclude any further exercise of the same or the exercise of any other right or remedy.

11.5. No waiver by either party of any requirement of these Reseller Terms, or of any remedy or right hereunder, shall have effect unless given in writing and signed by such party. No waiver of any particular breach of the provisions of these Reseller Terms shall operate as a waiver of any repetition of such breach.

11.6. These Reseller Terms and the documents referred to constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements between them whether oral or in writing, relating to its subject matter.

11.7. You shall not assign, sub-license, mortgage, charge, pledge or otherwise encumber, deal with, create any trust in respect of, or otherwise dispose of, any of your rights from or in connection with these Reseller Terms, nor shall you, without obtaining the prior written consent of Customer Thermometer, subcontract or otherwise delegate or transfer or purport to subcontract, delegate or transfer, any of your obligations under these Reseller Terms.  Any purported assignment, transfer or subcontract carried out otherwise than in compliance of this clause 11.7 shall be null and void.

11.8. Save as otherwise expressly provided in these Reseller Terms, no provision herein which confers rights upon any third party shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 (or any equivalent legislation in the Territory) by any such third party.

12.   CONFIDENTIALITY

12.1. Each Party shall keep confidential all information and documentation, including (without limitation) information concerning the business or processes, prices and discounts, know-how or methods used by the other party in carrying on business (“Confidential Information”), obtained from the other party pursuant to or in connection with this relationship.  In order to protect the other party’s rights and interests hereunder, a party may only disclose Confidential Information regarding the other party to those of its and its affiliates, personnel and professional advisers who require such Confidential Information in connection with this business relationship. Each party shall take the same care to avoid disclosing Confidential Information of the other party as the receiving party takes with similar information of its own.

12.2. Each party agrees that it shall not use any of the other party’s Confidential Information for any purpose other than the performance of its obligations or enforcing its rights under these Reseller Terms or any terms referred to herein or as otherwise permitted hereunder, nor copy or disclose any such Confidential Information to any third party without the written consent of the other party.

12.3. The provisions of this clause 12 shall not apply to Confidential Information which the recipient can show to the disclosing party’s reasonable satisfaction:

12.3.1.    was known to the recipient (without obligation to keep the same confidential) at the date of its disclosure;

12.3.2.    is after the date of disclosure lawfully acquired by the recipient in good faith from an independent third party who is not subject to any obligation of confidentiality in respect of such Confidential Information;

12.3.3.    in its entirety was at the time of disclosure or has become public knowledge otherwise than by reason of the recipient’s neglect or breach of the restrictions set out in this or any other agreement;

12.3.4.    is independently developed by or on behalf of the recipient without access to any or all of the Confidential Information; and

12.3.5 is required by process of law, judicial action, recognised stock exchange, governmental department or agency or other regulatory authority to be disclosed in which event the recipient shall take all reasonable steps to consult and take into account the reasonable requirements of the other party in relation to such disclosure.

13.   DATA PROTECTION

13.1. If you are not subject to UK and/or EU data protection laws, you agree to comply with the applicable data protection laws of the relevant country and the remaining provisions of this clause 13 shall not apply to you.

13.2. If the UK or EU data protection laws apply to you, the following provisions shall apply:

13.2.1.    For the purposes of this clause 13, the terms “data processor”, “personal data”, “data subject”, “processing” and “supervisory authority” shall be as defined in the Data Protection Legislation.

13.2.2.    The Parties shall comply with all applicable requirements of the relevant data protection and privacy law, regulations (including the UK Data Protection Act 2018 and the EU General Data Protection Regulation (EU) 2016/679) (”GDPR”) and other regulatory requirements to which the parties are subject (“Data Protection Legislation”). All terms initialised in this clause 13.2 shall have the meaning given in the Data Protection Legislation.

13.2.3.    To the extent that Customer Thermometer, in connection with the provision of the Customer Thermometer products is acting in the capacity of a processor or a sub-processor of personal data in relation to which you are a data controller or processor (as applicable), Customer Thermometer shall:

13.2.3.1.          process the personal data only on documented instruction from you and in accordance with the schedule hereto, including with regards to transfers of personal data to a Third Country or an international organisation, unless

(a) required to do so by European Union or Member State law to which Customer Thermometer is subject; in such a case, Customer Thermometer shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest; or

(b) in its opinion, an instruction given by or on behalf of you infringes the Data Protection Legislation, in which instance Customer Thermometer shall immediately inform you of such opinion,

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

13.2.3.3.          take all measures required pursuant to Article 32 of the GDPR;

13.2.3.4.          in addition to the measures put in place by you, and taking into account the nature of the processing, implement and maintain all appropriate technical and organisational security measures to assist you, insofar as possible, in the fulfilment of your obligations to respond to requests from data subjects exercising their rights under the Data Protection Legislation;

13.2.3.5.          assist you, at your cost, in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to Customer Thermometer;

13.2.3.6.          following the termination or expiry of this relationship, at your option, return to you or permanently delete all personal data (including copies) in its possession or control, save where required to retain such personal data by applicable law;

13.2.3.7.          notify you without undue delay of the loss, compromise or any unauthorised access to, or breach of the security of, any personal data of which it becomes aware; and

13.2.3.8.          make available to you all information reasonably necessary to demonstrate compliance with the obligations laid down in this provision and allow for and contribute to audits, including inspections, conducted on reasonable notice to Customer Thermometer by you or another auditor mandated by you. All reasonable costs incurred by Customer Thermometer in complying with this clause 13.2.3.8 shall be reimbursed by you.

13.2.4.    You hereby give your consent to Customer Thermometer to process or transfer the personal data outside of the EEA (and following the expiry of the Transition Period, the UK) (and permit the personal data to be so processed or transferred). The parties agree to the Standard Contractual Clauses (“SCCs”)pursuant to Article 26(2) of Directive 95/46/EC as set out at our parent company’s website at www.excaimer.com/company/legal/eula to the extent that any personal data is transferred to a country outside the EEA that is not deemed by the European Union to have adequate safeguards in place and as if those SCCs were agreed between us.

13.2.5.    Without prejudice to clause 13.2.4, you hereby provide your general written authorisation to the appointment by Customer Thermometer of sub-processors of the personal data. When Customer Thermometer engages a sub-processor, Customer Thermometer shall ensure that such sub-processor is engaged by way of a written contract which imposes obligations on the sub-processor which are materially equivalent to the obligations imposed on Customer Thermometer pursuant to clause 13.2. Customer Thermometer shall, subject to any exclusions or limitations set out in these Reseller Terms, remain liable to you in respect of any breach of clause 13.2 that is caused by an act, error or omission of such sub-processor.

14.  TERMINATION AND CONSEQUENCES OF TERMINATION

14.1. In addition to either party’s right to terminate these Reseller Terms on notice as stated in clause 1.1, either party may terminate these Reseller Terms on written notice with immediate effect if the other party:

14.1.1.    ceases to trade (either in whole, or as to any part involved in the performance of these Reseller Terms), or becomes insolvent, has a receiver, administrative receiver, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or any order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation of reconstruction) under the laws applicable to that party;

14.1.2.    suffers any event in a jurisdiction outside England and Wales similar or analogous to any event described in clause 14.1.1; or

14.1.3.    commits a material breach of the terms of these Reseller Terms which is irremediable or (if such breach is remediable) fails to remedy such breach within a period of thirty (30) days of being notified to do so.

14.2. Upon termination or expiry of the business relationship hereunder for any reason:

14.2.1.    all rights, permissions and licences granted to you shall terminate;

14.2.2.    you shall immediately cease distributing and/or using the Customer Thermometer offerings and Customer Thermometer Trade Marks;

14.2.3.    you shall immediately cease all promotional and marketing activity relating to the Customer Thermometer offerings and shall no longer describe yourself as a reseller or partner of Customer Thermometer;

14.2.4.    you shall promptly return to Customer Thermometer any of Customer Thermometer’s Confidential Information and other property of Customer Thermometer that is in tangible form and delete all other such materials, including, but not limited to, any demonstration equipment and products, technical, marketing and sales literature, handbooks, any schemes, codes or documentation; and

14.2.5.    all existing end user sales made by you shall continue for their respective duration and you shall continue to pay all fees due to Customer Thermometer for the same until they expire or are due for renewal whereupon you shall assist the end user and Customer Thermometer in transferring the renewal to either Customer Thermometer directly or the end user’s chosen authorised Customer Thermometer reseller.

15.   ANTI-BRIBERY, MODERN SLAVERY AND SANCTIONS

15.1. You undertake that, in connection with your activities in relation hereto, you shall:

15.1.1.    comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and corruption as are from time to time in force, and which may include but are not limited to the Bribery Act 2010 (UK) (Relevant Requirements);

15.1.2.     not offer, pay or promise to pay any money or give anything of value to any public official with a view to influencing any action or decision of such person, nor offer pay or promise to pay any money or give anything of value to any person or entity with a view to rewarding that person for performing a business function in the public or private sector improperly, namely in breach of an expectation that a person will act in good faith, impartially or in accordance with a position of trust;

15.1.3.    have in place and maintain your own policies and procedures with respect to anti-bribery and corruption; and

15.1.4.    promptly report to Customer Thermometer any request or demand for any undue financial or other advantage of any kind received by you in connection with the activities hereunder.

15.2. You shall ensure that any associated person (as defined in the Bribery Act 2010 (UK)) who performs services or provides goods to you in connection with this appointment does so on the basis of a contract which incorporates terms of anti-bribery and corruption that are not less than those set out in this clause 15.

15.3. You shall ensure that slavery, servitude, human trafficking, forced or compulsory labour and child labour do not take place in any part of your business or any part of your supply chain (including making any necessary enquiries with its supplier and, to the extent reasonable, other parties in the supply chain).

15.4. You represent and warrant that neither you, your beneficial owners or affiliates (i) is identified on any list of specially designated nationals or blocked persons with whom it would be illegal to do business; (ii) is directly or indirectly owned or controlled by the government of any country or region that is subject to an embargo or economic or trade sanctions; or (iii) is involved in transactions or dealings that would be prohibited by any applicable laws, regulations or sanctions. You shall perform your obligations in compliance with all such laws, regulations and sanctions, and shall not engage in any transaction or dealing that would cause Customer Thermometer or its affiliates to be in violation of any such laws, regulations or sanctions.  In addition, you shall not export or re-export any Customer Thermometer products where such export or re-export is banned or restricted by UK, EU, OECD or other applicable laws and regulations.

16.   GOVERNING LAW AND JURISDICTION

16.1. These Reseller Terms shall be governed by the laws of the England without regard to any conflict of laws principles. The parties hereby irrevocably consent to the nonexclusive jurisdiction of, and venue in, any court of competent jurisdiction located in London, England for the purposes of adjudicating any dispute arising out of these Reseller Terms. Each party hereto expressly consents to service of process by registered mail. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights or for enforcing any judgment of the court in London.

16.2. The receiving party’s disclosure of Confidential Information except as provided in these Reseller Terms, or a party’s infringement or misappropriation of the other party’s intellectual property rights may result in irreparable injury for which a remedy in money damages may be inadequate. In the event of such actual or threatened disclosure, infringement or misappropriation, disclosing party may be entitled to seek an injunction to prevent the breach or threatened breach without the necessity of proving irreparable injury or the inadequacy of money damages, in addition to remedies otherwise available to disclosing party at law or in equity.

 

 

DATA PROTECTION SCHEDULE

(If you are subject to UK or EU data protection laws)

Processing, Personal Data and Data Subjects

1.1                In this Schedule 1, the you and your end user are the data controllers.

·       Subject matter of the processing

1.2                The provision to customers of the Customer Thermometer customer service relating to the provision of, and completion by invited recipients of, satisfaction surveys (“the Service”).

·       Duration

1.3                Throughout the term of the contract with you and your end user customer and as necessary thereafter for any relevant post-termination administration or assistance to the you/your customer.

·       Nature and purpose of the processing

1.4                In the course of providing the Service to your end user customer.

·       Types of personal data processed

1.5                Business information including name, email address, address/location, satisfaction level and other information as included in the survey by the end user customer (as data controller) and your employees’ name, email address, address/location and phone number(s) to administer the contract.

·       Categories of data subjects in relation to Personal Data Processed

1.6                You and your end user’s customer’s employees and individuals and your end users’ customers and employees or other persons invited by the end user customer to take part in surveys provided as part of the Service.