REZOLVE MERCHANT TERMS AND CONDITIONS

1. Definitions and Interpretation

These terms and conditions (“Terms“) apply to the agreement (“Agreement“) for provision of the Services between Rezolve and Client to enable Client to implement Rezolve Engagements on, within or in relation to the Client Utilisation Method.

In these Terms the following terms, when capitalised, have the following meanings:

Act” means the use of the Rezolve App by a Registered User to pass details to a Client (for example, an email address or telephone number) for any purpose where no monetary transaction is initiated. ‘Act’ includes, without limitation, requesting information for a product or service, subscribing to a mailing list, free entry to a competition or a zero value purchase;

Action” means any action instigated by or relating to a Registered User’s use of the Rezolve App, and which is initially triggered by the Registered User’s interaction with a Rezolve Engagement or the Rezolve Services, including without limit, the following actions: Buy, Act, Invoice/Bill Handling, Catalogue Push, Coupon Issuing, Coupon Redemption and Questions/Messages;

Affiliate” means any legal entity or company which a party directly or indirectly (i) controls, (ii) is controlled by or (iii) is under common control with. For purposes of this definition only, to “control” means the power to determine the activities, management or policies of such entity by ownership of a majority (51% or more) of voting rights of its issued capital, by having the right to appoint a majority of the members of its board of directors, or by contract;

Buy” means the use of the Rezolve App by a Registered User to initiate a monetary transaction with the Client which often results in the supply of the Registered User’s details and payment method by Rezolve to the Client. ‘Buy’ includes, without limitation, placing an order for a purchase, an in-store payment, an m-commerce payment, an e-commerce payment, an in-app payment, an in-catalogue purchase, a donation or an in-store bill or invoice payment, regardless of whether the transaction value is refunded by the Client to the Registered User;

Catalogue Push” means the supply of, or update to, a catalogue of products and/or services which are made available by the Client for purchase by or supply to the Registered User using the Rezolve App. Examples of ‘Catalogues’ includes, without limitation, menus, listings and other products which may be selected by the Registered User for purchase;

Commencement Date” has the meaning set out in clause 2.1;

Confidential Information” means, in relation to either party or any of its Affiliates, any information reasonably considered to be of a confidential or commercially sensitive nature, howsoever obtained or received and whether or not marked as confidential, including any technical, commercial, financial or scientific information, know how, trade secrets, processes, marketing and business information, client and supplier information, pricing information and/or any other information or material of whatever description or nature proprietary to a party, whether in written, oral, magnetic, or machine-readable or other format;

Coupon Issuing” means the supply to the Registered User of a coupon, voucher, discount code or offer that is made available within or in relation to the Rezolve App and which may be redeemed by the Registered User in relation to relevant products and/or services of the Client;

Coupon Redemption” means the redemption by the Registered User within or in relation to the Rezolve App of a coupon, voucher, discount code or offer in relation to the products and/or services of the Client;

Credentials” means the username and password and any other secure identification information that the Client uses to access the Rezolve Service and the Merchant Portal;

Client” means the Client of Rezolve (such as a manufacturer, merchant or charity) that has accepted these Terms that wishes to use Rezolve Engagements to promote or sell their goods and/or services;

Client Content” means any content, including without limit video, graphics, sound, music, photographs, software, records, data, or any other materials (in whatever form) published or otherwise made available (directly or indirectly) by the Client, or by any third party on behalf of the Client, for example for use in relation to the promotion of the Client Utilisation Method, on the Client Utilisation Method or otherwise in relation to Rezolve Engagements or the course of the performance of this Agreement, including without limit any catalogue made available pursuant to Catalogue Push, and the content of any question used with the Questions/Messages functionality;

Client Detail” means the details required by Rezolve to enable the Client to use the Rezolve Service, including without limit, legal name and address, payment details, services required and technical details of the Client’s platform;

Client Utilisation Method” means the method by which the Client utilises or intends to utilise Rezolve Engagements, such as the Client’s e-commerce site(s), advertising material, in-store displays, geolocation zones, catalogues, audio/video media and any other method by which the Client makes Rezolve Engagements available to Registered Users, and which have been approved by Rezolve;

Documentation” means any published user guides or manuals produced by Rezolve or its Affiliates describing the Rezolve Service or any part of it or which explains how to implement the Software or use the Rezolve Service;

Event of Force Majeure” has the meaning set out in clause 13.1;

Fees” means the fees which are payable by the Client in consideration for its use of the Services and which are set out in the current version of the Rezolve Rate Card or which are otherwise expressly agreed between Rezolve and the Client or are otherwise notified in writing by Rezolve;

Implementation and Customisation Services” has the meaning set out in clause 3.3;

Implementation and Customisation Fee” is a Fee payable by the Client for the provision of the Implementation and Customisation Services;

Indemnified Parties” has the meaning set out in clause 7.6;

Intellectual Property Rights” means all copyright; patent rights; trade or service marks; design rights; rights in or relating to databases; data; rights in or relating to Confidential Information; and any other intellectual property rights (registered or unregistered) throughout the world, including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements;

Invoice/Bill Handling” means the use of the Rezolve App by a Registered User to interact with an invoice or bill that has been generated by or on behalf of the Client. ‘Invoice/Bill Handling’ includes, without limitation, the initialisation of the payment of all or part of the invoice or bill or deferring payment of the invoice or bill. For the avoidance of doubt, an in-store bill or invoice payment shall be considered ‘Buy’;

Merchant Portal” means a web-based dashboard for the Client to review and manage their Rezolve implementation and use of Rezolve Engagements;

Payment Method” has the meaning set out in clause 5.4;

Rezolve” means Rezolve Limited, a company registered in England and Wales with company number 9773823 and its registered office at 80 New Bond Street, London W1S 1SB, United Kingdom;

Rezolve Engagement” refers to any trigger which may be used to instigate an Action using the Rezolve App, such as a code that may be scanned within printed media, an audio tag, a signal from a Rezolve Beacon, an NFC tag, a geolocation zone, a “touch to buy” method within a website or app, or any other method as may be specified by Rezolve from time to time;

Rezolve App” means the Rezolve branded mobile application which can be used by Registered Users to interact with Rezolve Engagements in order to obtain goods or services from third party providers;

Rezolve Beacon” means a hardware device which is supplied or otherwise approved by Rezolve or its Affiliates for use with the Rezolve Service to deliver relevant messages;

Rezolve Licence” has the meaning set out in clause 2;

Rezolve Platform” means the Rezolve App, the Software, the Merchant Portal and the servers and infrastructure used by Rezolve for providing the Rezolve Service;

Rezolve Rate Card” means the description of Fees payable by the Clients to Rezolve for their use of the Rezolve Service (as updated from time to time in accordance with clause 15.1) which is made available at www.rezolve.com or by request to support@rezolve.com .

Rezolve Service” means the service provided by Rezolve under this Agreement, as further specified in the relevant Documentation, which includes facilitating access to the Rezolve Platform and Documentation to enable the Client to generate or use Rezolve Engagements, using the Software and the Merchant Portal, to allow Actions to be completed in relation to the Clients and/or its Affiliates’ products or services;

Rezolve Trademarks” means the trademarks, service marks or other logos of Rezolve or its Affiliates which the Client is expressly entitled, through the Rezolve Licence, to use in relation to the Rezolve Services, as set out in the Rezolve User Guide;

Rezolve Brand Guidelines” means the guide (as updated from time to time) which is made available at www.rezolve.com/brandguidelines or by request at support@rezolve.com which specifies how the Rezolve Engagements must appear or otherwise be made available by the Client, and which Rezolve Trademarks may be used by the Client;

Questions/Messages” means the use of the Rezolve App by a Registered User to answer a question that the Client poses to the Registered User or otherwise where a direct message is sent on the Client’s behalf to the Registered User. ‘Questions/Messages’ may include, without limitation, an open or closed question, a survey or a way to allow the Client to gather additional data points, and may be used standalone or with other Rezolve functionality;

Registered User” means an individual who downloaded the Rezolve App and has registered their details using the Rezolve App;

Services” means all of the services provided by Rezolve under this Agreement, including without limit, the Rezolve Service and the Implementation and Customisation Services;

Service Specific Fees” means fees that relate to aspects of the Rezolve Service other than per-Action fees or any Implementation or Customisation Fees (and which may either be in the Rezolve Rate Card or otherwise agreed by Rezolve and Client separately);

Sign-Up” means the process (whether online or offline) by which the Client accepts these Terms and supplies the Client Detail;

Software” means the software (including the application programming interface(s) and supplied ‘cartridges’ or ‘plug-ins’) used for providing the Rezolve Service and any upgrades or fixes relating to the same; and

Year” means each consecutive 12 month period commencing on the Commencement Date, and each anniversary thereof.

In these Terms, unless it says otherwise: (i) reference to a person includes a legal person (such as a limited company) as well as a natural person; (ii) reference to this Agreement or these Terms includes reference to the other documents referred to in them, attached to it or incorporated by reference into them (all as amended or added to from time to time) and including such documents posted on the Merchant Portal or linked to from it.

The headings, subheadings, and other captions in this Agreement are for convenience only.

Reference to “including” in this Agreement will be treated as being by way of example only and will not limit the general applicability or scope of the preceding words.

References to writing shall include by email and, when from Rezolve, posting of notices on the Merchant Portal.

2. Commencement and Duration

  1. These Terms shall apply, and an Agreement shall be formed, from the acceptance by the Client of these Terms or the first use of the Rezolve Service (whichever occurs first) (the “Commencement Date”). When the Agreement is formed, it shall continue until terminated in accordance with these Terms.
  2. Acceptance by the Client of these Terms or the first use of the Rezolve Service (whichever occurs first) shall also constitute acceptance of any additional Intellectual Property Rights licences for the Rezolve Platform, the Rezolve Trademarks, the Merchant Portal and the Documentation.

3. Rezolve’s obligations

  1. Rezolve shall provide the Services to the Client in accordance with these Terms
  2. Rezolve shall provide the Client with reasonable assistance to enable the Client to implement or use the Rezolve Service.
  3. Rezolve may agree to provide or procure specific services to enable the Client to implement or customise the Rezolve Service (“Implementation and Customisation Services”). Where Rezolve agrees to provide Implementation and Customisation Services, it shall have the right to charge an Implementation and Customisation Fee as may be agreed between the parties.
  4. Rezolve shall use its reasonable endeavours to ensure that scheduled maintenance and unplanned downtime of the Rezolve Platform and the Rezolve Services are minimised, but neither Rezolve nor any of its Affiliates undertake that the Rezolve Platform or the Rezolve Services shall always be fully functional or available.

4. Client’s Obligations

  1. The Client will implement the Rezolve Service as set out in the Documentation or as otherwise agreed with Rezolve from time to time.
  2. The Client shall implement the Rezolve Service to generate Rezolve Engagements within the approved Client Utilisation Method only.
  3. The Client may make the Rezolve Services available to any Affiliate of the Client. Any such use of the Rezolve Services by an Affiliate of the Client shall be notified by the Client to Rezolve, and in any case such use shall be deemed to be use by the Client of the Rezolve Services which shall be chargeable by Rezolve to the Client accordingly. Where an Affiliate of the Client uses the Rezolve Services, the Client shall procure that the Affiliate shall comply with the terms of this Agreement and the Rezolve Licence (as if it were the Client), and any action of the Affiliate in relation to the Rezolve Services shall be deemed to be an action of the Client.
  4. The Client shall ensure that Rezolve Engagements are only generated and presented to Registered Users in formats and appearance (including surrounding visual properties), and for products and/or services which are not prohibited, all as prescribed by Rezolve in the Rezolve Brand Guidelines.
  5. The Client shall also comply with the Documentation and any other Rezolve policies and rules relating to the use and incorporation of Rezolve Engagements and/or the use of the Rezolve Service by the Client which are posted on the Merchant Portal or linked to from it, including any additional policies and rules regarding the appearance, placement or form of any Rezolve Engagements.
  6. The Client shall be solely responsible for the proper incorporation and use of Rezolve Engagements using the Client Utilisation Method, and shall ensure that such Engagements can be accepted by Client.
  7. The Client shall not use the Rezolve Services to generate Rezolve Engagements for any other party unless this is approved by Rezolve in writing.
  8. The Client is solely responsible for fulfilling the result of any Action relating to its products and/or services. For the avoidance of doubt, Rezolve is not responsible for fulfilling the result of any Actions in relation to the Client’s or its Affiliate’s products and/or services. It is the responsibility of the Client to resolve any dispute or claim raised by a Registered User relating to the result of any Action (such as the purchase or supply of goods and/or services from the Client) and Rezolve shall be entitled to direct Registered Users to the Client to resolve such issues.
  9. Any contract of sale or for the supply of the Client’s goods and/or services to the Registered User instigated using Buy or Act shall be between the Client and the applicable Registered User and the Client shall be solely responsible, at its sole cost and expense, for the performance of such contract, the supply of the goods and/or services and for all Client service issues relating to the supply of the goods and/or services.
  10. The Client is responsible for any ‘coupon’ which is issued using Coupon Issuing or which may be redeemed using Coupon Redemption.
  11. The Client shall be solely responsible for procuring and maintaining its network connections and telecommunications links to the Rezolve Platform, and Rezolve shall in no event be liable for any problems, conditions, delays, delivery failures or other loss or damage arising from or relating to the Client’s or a Registered User’s network connections or telecommunications links or caused by the internet.
  12. The Client shall obtain and shall maintain all necessary licences, consents, and permissions necessary for: (i) Actions to be undertaken in the context of receiving Services under this Agreement, such as agreements with payment service providers, where applicable; and (ii) Rezolve, its contractors and agents to perform their obligations under this Agreement, including without limitation the Rezolve Service.
  13. The Client shall be responsible for: (i) all Client Content and the use of such Client Content in any media or form; and (ii) the Client Utilisation Method. The Client shall ensure that the Client Content and the Client Utilisation Method are lawful and do not infringe the rights of any party. In addition, the Client agrees that it shall ensure that its use of the Rezolve Service, including its use of Rezolve Engagements, is not fraudulent, misleading or otherwise unlawful.
  14. The Client must register online for access to the Merchant Portal using the instructions provided by Rezolve and may be provided with Credentials for its use of this and/or the Services generally. The Client agrees that all Client Detail it provides, and all other information that it supplies to Rezolve shall be truthful, accurate and complete. The Client shall supply additional information to Rezolve on request, including without limit, any information as may be reasonably required by Rezolve to verify the Client’s identity. The Client further acknowledges and agrees that it is the Client’s responsibility to keep safe and confidential its Credentials and any activity which is undertaken using the Credentials shall be deemed to have been undertaken by the Client.
  15. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Credentials, the Rezolve Platform, the Rezolve Service, the Merchant Portal and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Rezolve.

5. Fees

  1. The Client will pay to Rezolve the Fees calculated in accordance with the Rezolve Rate Card which is made available at rezolve.com or by request to support@rezolve.com.
  2. Fees in relation to Actions shall, unless specified otherwise by Rezolve, be calculated on a per Action basis.
  3. The Client acknowledges and agrees that Rezolve shall be entitled to Buy Fees on all transactions initiated by a Registered Use.. regardless of whether the transaction has later been subject to a refund, chargeback, cancellation or termination as applicable by a Registered User or its bank or card issuer.
  4. The Client shall provide a valid payment method accepted by Rezolve during Sign-Up, such as a valid credit or debit card or a direct debit mandate (where applicable) (“Payment Method”) or, if a Payment Method is not requested by Rezolve during Sign-Up, subsequently within a reasonable period when requested by Rezolve. The Client warrants that it has the authority to allow payment to be obtained by Rezolve from the Payment Method and hereby authorises Rezolve on a recurring basis to obtain the Fees which are due from the Client to Rezolve using the Payment Method. The Client shall promptly notify Rezolve at least two months prior to the expiry date of any Payment Method selected by it and provide an alternative payment method that may be used by Rezolve.
  5. Rezolve shall, where it holds details of a Payment Method, be entitled to obtain payment from the Payment Method for the Fees in arrears at the end of each month. If Rezolve does not hold a Payment Method, or if otherwise Rezolve agrees to issue invoices to the Client, Rezolve may invoice Client for the Fees in arrears at the end of each month, and Client must pay the invoices within 15 days of the date of such invoice.
  6. If Rezolve is unable to obtain any payment when due, Rezolve shall be entitled to immediately suspend the Services. Where Rezolve has failed to obtain payment using a Payment Method, it may also invoice the Client for any sums which are outstanding, in which case the Client agrees that it must pay the invoices within 7 days of the date of such invoice.
  7. Rezolve may charge interest on all sums outstanding beyond the date on which they are due for payment under this Agreement. Interest may be charged on a daily basis from the date payment was due until the date of payment (including after any judgment has been obtained) at the rate of 4% above the Barclays Bank Base Rate per calendar month or, if higher, the maximum rate permissible by applicable law.
  8. The amounts specified as payable under this Agreement do not include VAT or any other taxes, and such sums (where applicable) shall also be payable by the Client to Rezolve.
  9. If the Client is required under applicable law to deduct or withhold any taxes from amounts payable to Rezolve under this Agreement, the Client shall pay to Rezolve, in addition to the amount to which Rezolve is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Rezolve free and clear of such withholding or deduction equals the full amount Rezolve would have received had no such withholding or deduction been required.
  10. Rezolve reserves the right to impose credit and service limits on use of the Services by the Client. Rezolve also reserves the right to request pre-payment from the Client prior to the provision of, or as a condition of provision of, the Services. Rezolve shall notify the Client where this is the case. In such circumstances, the Client shall not be able to utilise the Rezolve Services if the credit and/or service limit is reached or if the pre-payment is not made in accordance with the request of Rezolve.

6. Intellectual Property Rights

  1. Rezolve and/or its licensors own and shall retain all Intellectual Property Rights in relation to the Rezolve Service.
  2. For the avoidance of doubt, no licences to Intellectual Property Rights are granted by Rezolve or its Affiliates under this Agreement, and no Intellectual Property Rights are transferred from one party to another.
  3. In addition to any restriction which is stated in the Rezolve Licence, the Client undertakes that it shall only use the Rezolve Platform and Documentation solely in connection with the services provided by Rezolve under this Agreement and the Client undertakes that it shall not, or knowingly allow others to (except to the limited extent permitted by applicable law or by Rezolve in writing), reverse engineer, decompile, disassemble, modify, adapt, create derivative works from or attempt to derive source code from the Rezolve Platform.
  4. The Client acknowledges that it is a condition of this Agreement that, for the duration of the Agreement, the Rezolve Trademarks (and acknowledgement as reasonably specified by Rezolve from time to time) are prominently published by the Client on such pages or locations on the Client’s e-commerce website as may be prescribed by Rezolve from time to time.
  5. Rezolve shall be entitled to use the Client’s trademarks and logos to promote the Rezolve Services. Rezolve shall comply with the reasonable direction of the Client relating to the appearance of the Client’s trademarks or logos.

7. Warranties and Indemnities

  1. The Client represents and warrants that: (i) it is a corporation or other legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation or formation, and has full power and authority to enter into this Agreement and perform its obligations under this Agreement; (ii) it has taken all action necessary for the lawful execution, delivery and performance of this Agreement; (iii)the person entering this Agreement on its behalf has been duly authorised to do so by all requisite corporate action; (iv) this Agreement is legally binding upon it and enforceable in accordance with these Terms; and (v) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation or order of any court or other tribunal.
  2. Rezolve warrants that (i) it is a corporation duly organised and validly existing under the laws of England and Wales and has full power and authority to enter into this Agreement and perform its obligations under this Agreement; and (ii) in providing the Services it will use reasonable skill and care.
  3. The Client warrants to Rezolve that it will comply with all applicable laws (including without limitation those relating to sale of goods, supply of services, PCI compliance and export control laws), regulations and/or codes of practice and it and the Client Content shall not infringe any third party rights (including Intellectual Property Rights) in all aspects that relate in any way or have any impact on (i) the supply, promotion or marketing of the Client’s goods or services and (ii) the Client implementing, integrating and using Rezolve, the Software and/or the Rezolve Service (including the development of any tools or software for that purpose, if applicable).
  4. Save as expressly stated in this Agreement, Rezolve and its Affiliates hereby exclude all warranties, conditions and other terms express or implied, including, but not limited to, implied terms of satisfactory quality and fitness for purpose in relation to the Rezolve Platform, the Rezolve Trademarks and provision of the Services. In particular, Rezolve cannot verify that information which is provided by Registered Users using the Rezolve App is accurate and therefore Rezolve does not warrant that the information it provides about Registered Users to the Client as part of the Services is accurate.
  5. The Client further warrants and agrees that, except as may be provided by any applicable law, the Client shall not do or permit any other person to do any of the following: (i) attempt to copy, modify, create derivative works from, frame, mirror or distribute the Rezolve Platform, Documentation or Merchant Web Portal in any form, except to the extent expressly permitted under this Agreement; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (iii) access, copy or use all or any part of the Rezolve Platform in order to build a product or service which competes with the Rezolve Service.
  6. The Client shall defend, indemnify and hold harmless Rezolve and its Affiliates and their respective employees, officers and agents (collectively the “Indemnified Parties”) from and against any and all claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of the Client’s (or any party authorised by the Client’s) use of the Rezolve Platform or lthe Rezolve Service or otherwise resulting from the Client’s breach of this Agreement. To the extent that a claim from any of the Indemnified Parties is due to the infringement of third party Intellectual Property Rights, that indemnity it based on the provision that: (i) the Client is given prompt notice of any such claim; (ii) Rezolve shall not admit any liability or agree to any settlement or compromise of any such claim without the prior written consent of the Client, which shall not be unreasonably withheld or delayed; (iii) Rezolve provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and (iv) the Client is given sole authority to defend or settle the claim.

8. Exclusions and limitations

  1. Rezolve and its Affiliates are not responsible for and will have no liability in relation to any contracts that are formed between the Client and the Registered Users or any other matter between the Client and Registered Users relating to any Action such as those resulting from a Buy, Act, Coupon Issuing, Coupon Redemption, the purchase or sale of goods or services from the Client or in relation to the Client Content.
  2. Rezolve and its Affiliates will not be liable for breach of any of the warranties or other terms in this Agreement to the extent that the breach arises from: (i) non-compliance by the Client with these Terms or other breach of this Agreement; (ii) any inaccuracy in any information provided by the Client or a failure by the Client to use the Rezolve Service or Software correctly or otherwise contrary to the terms of this Agreement; (iii) any inaccuracy or incompleteness in any information provided by a Registered User or a failure by the Registered User to use the Rezolve mobile application correctly; (iv) any fault or other problem with the Client Utilisation Method; or (v) any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Rezolve Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  3. Neither party’s liability: (i) for death or personal injury caused by its negligence or the negligence of its employees or agents; (ii) for fraudulent misrepresentation; or (iii) any other liability which may not be excluded by operation of applicable law, is excluded or limited by this Agreement.
  4. Subject to clause 8.3, under no circumstances shall the either party be liable to the other for any of the following types of loss or damage arising under or in relation to the Terms or this Agreement (whether arising from breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, or otherwise: (i) any loss of actual or anticipated: profits, revenue, business, sales, contracts, savings or goodwill (regardless of whether any of these types of loss or damage are direct, indirect or consequential); (ii) any wasted expenditure, increased cost of working or any loss or corruption of data or software (regardless of whether any of those types of loss or damage are direct, indirect or consequential); or (iii) any indirect, consequential or special loss or damage whatsoever, even if the that party was aware of the possibility that such loss or damage under (i) or (ii) might be incurred.
  5. For the avoidance of doubt, any losses of the Client which result from Actions being unable to be completed due to unavailability of the Rezolve Platform or the Rezolve Services (such as the inability to conclude a sale with a Registered User) shall be considered to be indirect losses.
  6. Rezolve’s and its Affiliates’ total aggregate liability under or in relation to this Agreement and the Rezolve Licence (regardless of whether the liability arises in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise) shall, for all claims arising in a Year, be limited to the greater of (i) £10,000 (ten thousand Pounds Sterling) or, (ii) the Fees actually paid to Rezolve by the Client that Year.

9. Confidentiality

  1. Each party will keep confidential any Confidential Information received from the other party in connection with this Agreement.
  2. On termination of this Agreement, each party will delete or otherwise destroy the other’s Confidential Information or return it to the other where requested, except to the extent that it is required to retain the information by law. If requested to do so, each party agrees to confirm to the other in writing that it has complied with this clause 9.2. The parties’ confidentiality obligations shall survive termination of this Agreement.
  3. The obligations as to confidentiality in this Agreement will not apply to any information which: (i) is available to the public other than because of any breach of this Agreement; (ii) is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (iii) is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (iv) is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure (but only to the extent of such requirements).
  4. Notwithstanding the foregoing, the parties agree that: (i) they may refer to each other in any way or in any form in order to promote Rezolve and/or the Rezolve Services; and (ii) they shall, where required by Rezolve, issue a joint press release announcing their relationship within twenty-eight (28) days of the date that this Agreement comes into effect. Except as otherwise permitted by this Agreement, neither party shall, in any way or in any form distribute, disclose, publicize or make any public announcement or issue any press release relating to this Agreement without the consent of the other party in writing (such consent not to be unreasonably withheld or delayed).

10. Termination

  1. Either party shall be entitled to terminate this Agreement for any reason, at any time on 90 days’ prior notice to the other.
  2. Without prejudice to any other rights which Rezolve might have, if the Client breaches any term or warranty of this Agreement, or if Rezolve reasonably believes that there may be a security breach or that the Rezolve Services or Rezolve Platform are being used fraudulently or in breach of this Agreement, Rezolve may suspend performance of any of its obligations including its provision of the Rezolve Service or any of the Client’s rights under this Agreement until such issue is remedied to the reasonable satisfaction of Rezolve.
  3. Either party may terminate this Agreement immediately on written notice to the other (and without prejudice to any other right or remedy available to the terminating party) if: (i) the other party commits a material breach of any other term of this Agreement where such breach is irremediable or fails to remedy that breach within a period of 7 days after being notified in writing; (ii) the other party 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; (iii) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

11. Consequences of Termination

  1. If this Agreement is terminated for any reason, the Client’s right to access and use the Rezolve Service will terminate automatically.
  2. Rezolve will stop providing the Services to the Client on the termination of the Agreement for any reason and shall be entitled to charge the Client (using the Payment Method if available) for all outstanding Fees, which shall become due and payable on the date of termination. If Rezolve is unable to obtain such fees using the Payment Method, such sums shall be payable by the Client on demand using an alternative means.
  3. Termination of this Agreement will not affect any accrued rights or liabilities, which either party may have by the time termination takes effect. Clauses which by their nature require them to remain in effect shall survive termination of this Agreement.

12. Notices

  1. Notices from the Client to Rezolve shall be sent in writing to the Rezolve contact set out on the Merchant Portal. Notices to the Client from Rezolve shall be deemed to have been validly served on the Client when they are made available on the Merchant Portal and sent by email to the Client contact given in the Client Details at the same time.

13. Force Majeure

  1. Neither party shall have liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control (an “Event of Force Majeure”). The Client acknowledges that the internet is an inherently unstable medium and the risks of interruption, interference and disruption mean that communication faults and/or delays may occur that are beyond Rezolve’s reasonable control.
  2. If an Event of Force Majeure continues for more than three (3) months or in the instance where Rezolve is unable to facilitate any Actions for a continuous period of five (5) days, either party may serve notice on the other terminating this Agreement. The Client shall be responsible for all Fees incurred to the date of termination, which shall become due on the date of termination.

14. Data Protection and Privacy Policy

  1. Pursuant to the EU General Data Protection Regulation (“GDPR”) enacted 25th May, 2018, Rezolve is committed to ensuring the security and protection of the personal information that we process, and to provide a compliant and consistent approach to data protection. The Rezolve Data Protection and Privacy Policy sets forth the obligations and responsibilities of Rezolve and Client with regard to data protection in conjunction with the Rezolve Services and is available at http://www.rezolve.com/ or  by request to support@rezolve.com.

15. Other Terms

  1. Rezolve may in its sole discretion amend the Terms (and therefore this Agreement) and the Rezolve Rate Card (or other Fees agreed by the parties) on two months’ notice to the Client. Such notice may be provided directly to the Client (for example in email) or otherwise be deemed to have been served when made available on the Merchant Web Portal. Any amendments shall only apply in relation to Actions undertaken after the expiry of the two-month notice period, and continued use of the Rezolve Services following such two month notice period shall constitute the Client’s acceptance of the amendment. The Client may terminate this Agreement in writing within 30 days of any such notice of amendment if it does not wish to accept that amendment. All other variations to this Agreement must be agreed, set out in writing and signed on behalf of both parties before they take effect.
  2. The Client may not sub-license, assign or novate any of its rights or obligations under this Agreement. The rights provided under this Agreement are granted to the Client only but may be considered granted to any subsidiary or holding company of the Client with Rezolve’s express consent.
  3. Rezolve may assign, novate or subcontract any or all of its rights or obligations under this Agreement to any party (and the Client undertakes that it will complete any additional actions as is necessary, to facilitate such subcontracting, assignment or novation).
  4. Nothing in this Agreement make or shall be deemed to make Rezolve the Client’s agent in relation to any matter (and the Client shall not claim to be Rezolve’s agent under any circumstances) nor create the relationship of employer and employee or partnership.
  5. This Agreement shall constitute the entire agreement between the parties in relation to the respective subject matter, and replaces and extinguishes all prior agreements, draft agreements, arrangements, undertakings or collateral contracts of any nature made by the parties, whether oral or written, in relation to such subject matter. Each party acknowledges that in entering into this Agreement that it is not relying on, and shall have no rights or remedies (whether in tort (including negligence), under statute or otherwise) in respect of any statements, collateral or other warranties, assurances, undertakings or representations (whether innocently or negligently made) by the other party in relation to the subject matter of this Agreement. Nothing in this clause excludes liability for fraud.
  6. In the event of any provision of this Agreement being held to be void, voidable or unenforceable this will not affect the validity or enforceability of any other provision of this Agreement or of the remainder of this Agreement as a whole.
  7. If a party: (i) delays in enforcing its rights under this Agreement (whether in relation to a breach by the other party or otherwise); (ii) agrees not to enforce its rights, or to delay doing so; then unless the party concerned expressly agrees otherwise, that delay or agreement will not be treated as waiving the rights of the party concerned. . Any waiver of a party’s rights in relation to a particular breach of this Agreement will not operate as a waiver of any subsequent breach.
  8. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement, except that any right or exclusion which is granted or available to Rezolve may be enforced by an Affiliate of Rezolve, and any indemnity which is granted to any of the Indemnified Parties hereunder may be enforced directly by the applicable party.
  9. Without prejudice to any other rights or remedies that Rezolve may have, the Client acknowledges and agrees that damages alone would not be an adequate remedy for any breach of this Agreement by the Client. Accordingly, Rezolve shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
  10. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes) shall be governed by and interpreted in accordance with English law. Subject to the following, parties submit to the exclusive jurisdiction of the English courts in relation to any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes). Notwithstanding the foregoing, Rezolve may raise a claim in any court of competent jurisdiction anywhere worldwide (i) to claim or enforce any debt that is owned or alleged to be owed by the Client, (ii) to apply for injunctive relief or other equitable remedies, or (iii) where a judgement of an English court would not be enforceable against the Client.
  11. All Fees specified are stated exclusive of VAT or other sales tax which shall be applicable at the prevailing rate