Terms of Service

Please read the following terms and conditions carefully before ordering any services from this website.

This Agreement is a legal agreement between you (Customer, you, your) and cohorts.io a trading name for The Mather Group Limited, a company incorporated and registered in England and Wales with company number 12587276, whose registered address is at 127 Zellig Gibb Street, Birmingham B9 4AT (Supplier, us, we, our) governing our provision of the Services (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). The Services are subject to these terms and conditions and by placing an Order you are deemed to have agreed to and accepted these terms and conditions.

1. Definitions and interpretation

  • 1.1 In this Agreement:

    • Acceptable Use Policy means the terms and conditions to be adhered to by all users accessing the Cloud Services as set out at Schedule 1;
    • Adverse Events means any unauthorised or unlawful processing, unauthorised or accidental access or disclosure, loss of, damage to or destruction of Customer Data;
    • Applicable Laws means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
    • Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;
    • Cloud Services means the Supplier's services described in the online purchase process at cohorts.io, together with any other computing services provided over the internet by or on behalf of the Supplier pursuant to this Agreement;
    • Commencement Date means the date of the Supplier's written acceptance of the Order;
    • Conditions means the Supplier's terms and conditions set out in this document;
    • Confidential Information means any commercial, financial or technical information, associated materials, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract, including but not limited to the Supplier Materials and information relating to the Services;
    • Contract means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and the Order;
    • Customer Data means all information, data and content which is either:
      • (a) provided by the Customer or by an End User to the Supplier when accessing, using or receiving the Services or otherwise in connection with this Agreement;
      • (b) uploaded to the System by the Customer or an End User;
      • (c) related, developed or generated by the Customer or an End User while accessing, using or receiving the Services or otherwise in connection with this Agreement;
      • (d) generated specifically and solely for:
        • (i) the performance of the Services for the benefit of the Customer or its End Users; or
        • (ii) the access by the Customer or its End Users to the Services; and/or
      • (e) derived and/or generated from, or based on, (in whole or in part) any of the foregoing;
    • Customer Environment means any networks and network devices, servers, server hardware, storage systems, computer systems, file systems, print systems, applications, software or software components, database management systems and related systems, used by the Customer from time to time with which the Services or System shall connect, exchange data, interface or otherwise interoperate or communicate;
    • Customer Materials means any documents, data or materials owned or created by the Customer or its employees;
    • End Users means any person authorised to use the Services by the Customer, including employees, agents, subcontractors, consultants and end user customers of the Customer;
    • Fees means the fees as set out in the Order or, where no such provision is set out, in accordance with the Supplier's scale of charges in force from time to time or as advised by the Supplier from time to time before the Order is placed;
    • Force Majeure Event means an event falling within the description set out at clause 16.1;
    • Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
      • (a) whether registered or not;
      • (b) including any applications to protect or register such rights;
      • (c) including all renewals and extensions of such rights or applications;
      • (d) whether vested, contingent or future;
      • (e) to which the relevant party is or may be entitled, and
      • (f) in whichever part of the world existing;
    • Order means the Customer's order for the Services via the online purchase process at cohorts.io;
    • Service Hours means 24 hours a day, seven days a week;
    • Services means any Services together with the performance of all other obligations of the Supplier under this Agreement, as each may be amended from time to time in accordance with this Agreement;
    • Supplier Access shall have the meaning ascribed to it at clause 9.1;
    • Supplier Materials means any tools, models, systems, templates, documents, written guidance, descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;
    • Supplier Personnel means all employees, officers, staff, other workers, agents and consultants of the Supplier and/or any sub-contractors who are engaged (directly or indirectly) by the Supplier in connection with the provision of the Services from time to time;
    • System means the systems (including all hardware, equipment, software, peripherals and communications networks) owned, controlled, operated and/or used by the Supplier to supply the Services (but excluding all systems owned or made available by the Customer or the Customer's third-party suppliers);
    • VAT means value-added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

  • 1.2 Interpretation

    • 1.2.1 a reference to this Agreement includes its schedules, appendices, and annexes (if any);
    • 1.2.2 a reference to a 'party' includes that party's successors and permitted assigns;
    • 1.2.3 the table of contents and the clause, paragraph, schedule, or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;
    • 1.2.4 words in the singular include the plural and vice versa;
    • 1.2.5 any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition, or description preceding those words;
    • 1.2.6 a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form and shall include email;
    • 1.2.7 a reference to legislation is a reference to that legislation as in force at the date of the Contract;
    • 1.2.8 a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
    • 1.2.9 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept, or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2 Application of this Agreement

  • 2.1 This Agreement constitutes the entire agreement between the Supplier and the Customer and supersedes any previously issued terms and conditions of purchase or supply.
  • 2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification, or other document shall form part of this Agreement except to the extent that the Supplier otherwise agrees in writing.
  • 2.3 No variation of this Agreement or to an Order shall be binding unless expressly agreed in writing and executed by a duly authorized signatory on behalf of each of the Supplier and the Customer respectively.
  • 2.4 Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to this Agreement.
  • 2.5 If the Supplier is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.
  • 2.6 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
    • 2.6.1 the Supplier's written acceptance of the Order; or
    • 2.6.2 the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).
  • 2.7 Marketing and other promotional material relating to the Services are illustrative only and do not form part of this Agreement.

3 Provision of the Services

  • 3.1 With effect from the Commencement Date, the Supplier shall provide and make the Services available during the Service Hours in accordance with the provisions of this Agreement and all Applicable Laws; including providing the Customer with such application programming interfaces or other tools or information as necessary or reasonably required by the Customer in order to enable the interoperation or connection of any part or parts of the Customer Environment to the System or the Cloud Services.
  • 3.2 The Customer shall have the right to use the Services in accordance with the terms and conditions of this Agreement.
  • 3.3 The Supplier shall use reasonable endeavours to give the Customer at least seven Business Days prior written notice of any scheduled maintenance to the Services.
  • 3.4 The Supplier shall be entitled to improve or update the Services without the Customer’s prior consent and shall use reasonable endeavours to give the Customer at least seven Business Days prior written notice of any improvement or update to the Services.
  • 3.5 The Supplier shall use reasonable endeavours to provide any and all technical support required under this Agreement in respect of the Cloud Services throughout the Term.

4 Use of the Services

  • 4.1 The Supplier grants the Customer and the Customer’s End Users access to the Services throughout the Term of this Agreement.
  • 4.2 The Customer shall use the Services in accordance with the Acceptable Use Policy and shall ensure that its End Users are aware of and comply with the terms of the Acceptable Use Policy when using the Services.
  • 4.3 The Customer retains the right to use the Services to access and retrieve all or any part of the Customer Data at any time during the Term.

5 Misuse of the Services

  • 5.1 Where the Supplier has evidence that an End User has breached the Acceptable Use Policy in a manner which is illegal, the Supplier shall have the right to:
    • 5.1.1 suspend the End User’s access to the Cloud Services as appropriate; and
    • 5.1.2 remove any Customer Data causing the breach from the Cloud Services, and shall notify the Customer of the breach and any intended related action as soon as is reasonably practicable.
  • 5.2 Without prejudice to clause 5.1, where the Supplier has evidence that the Customer or an End User has materially breached the Acceptable Use Policy, the Supplier shall notify the Customer in writing of the alleged breach.
  • 5.3 Without prejudice to clause 5.1, if there is no dispute as to the facts surrounding an alleged material breach notified to the Customer in accordance with clause 5.2 of this Agreement and if the Customer or the End User fails to remedy any such material breach within two Business Days of the Customer’s receipt of the written notice, the Supplier shall be entitled to:
    • 5.3.1 suspend access to the Cloud Services by the entity in breach, being either the Customer or an End User; and
    • 5.3.2 remove any Customer Data causing the alleged breach from the Cloud Services.
  • 5.4 The Supplier shall (to the extent lawful) keep a copy of any Customer Data that is removed from the Cloud Services pursuant to clauses 5.1.2 or 5.3.2 for a period of one month from the date of its removal and, on the Customer’s request during that one month period, shall deliver up to the Customer copies of any such Customer Data.
  • 5.5 The Supplier shall provide a mechanism through which the Customer is able to report to the Supplier breaches of the Acceptable Use Policy by other users in the event that it becomes aware of the same.

6 Price and Payment

  • 6.1 The Customer shall pay the Fees due to the Supplier under this Agreement at the rates and in the manner set out in the Order or, where no such provision is set out, in accordance with the Supplier’s scale of charges in force from time to time or as advised by the Supplier from time to time before the Order is placed.
  • 6.2 The Customer shall pay the Fees due to the Supplier under this Agreement annually or monthly in advance of the supply of the Services.
  • 6.3 The Supplier shall charge the payment method selected by the Customer in the Order (the Payment Method) annually or monthly in advance of the supply of the Services. If the Supplier cannot charge the Payment Method (such as due to expiration or insufficient funds), the Customer shall remain liable for any unpaid Fees, and the Supplier shall attempt to charge any alternative payment method (Alternative Payment Method) provided by the Customer from time to time.
  • 6.4 The Supplier shall provide the Customer with a receipt of payment following charges of the Payment Method or Alternative Payment Method pursuant to clause 6.3.
  • 6.5 All prices are exclusive of VAT (if any) which shall be payable by the Customer at the rate and in the manner prescribed by law.
  • 6.6 To the extent that the Agreement terminates or expires (other than due to termination by the Customer under clauses 13.1 or 13.2), the Customer shall not be entitled to any refund or discount of Fees paid for any parts of any month during which the Services cease to be provided.
  • 6.7 The Supplier may alter or increase the Fees at each anniversary of the Commencement Date by giving the Customer at least 30 days’ notice prior to any such anniversary.

7 Intellectual Property Rights

  • 7.1 The Supplier hereby grants the Customer a non-exclusive, sublicensable (including by multi-tier), worldwide, royalty-free license for the Term to access and use, for its own benefit and in its business as required to enable the Customer to provide a service to its End Users, the System and the Services and to permit such use and access by its End Users, in accordance with the terms of this Agreement.
  • 7.2 All rights, title, and interest in and to Intellectual Property Rights arising in connection with the Customer Data shall:
    • 7.2.1 to the extent that they are commissioned, created, invented, or authored by or on behalf of the Supplier, be hereby assigned (by way of present and future assignment) to the Customer with full title guarantee; and
    • 7.2.2 to the extent that they are commissioned, created, invented, or authored by or on behalf of the Customer or are licensed to the Customer by a third party, remain vested in the Customer (or the Customer’s licensors) including any derivatives or altered formats of the Customer Data and including where the Customer Data is amalgamated or merged with other Supplier or third-party data. Nothing in this Agreement shall operate so as to assign or transfer any Intellectual Property Rights in and to any Customer Data.
    • The Supplier agrees, at its cost, to use reasonable endeavors to promptly execute such documents and perform such acts as may reasonably be required by the Customer to give effect to this clause.
  • 7.3 The Customer hereby grants the Supplier a non-exclusive, revocable, worldwide, royalty-free, non-transferable, and non-sublicensable license to use the Customer Data solely and to the extent necessary to provide the Services and otherwise perform its obligations in accordance with the terms of this Agreement. The Supplier shall not have any extended right to use the Customer Data, whether in raw form, aggregated, or anonymized.
  • 7.4 Except as expressly agreed in this clause 7, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.

8 Customer Data

  • 8.1 The Supplier shall use reasonable endeavors to deal with all inquiries from the Customer relating to the processing of Customer Data within a reasonable period of time and, except with regard to Customer Data removed pursuant to clause 5, which shall be subject to and dealt with in accordance with the terms of that clause, use reasonable endeavors to comply with any request from the Customer requiring the Supplier to amend, transfer, remove, or return Customer Data and to certify that this has been done.
  • 8.2 At the Customer’s request, the Supplier shall use reasonable endeavors to provide the Customer with a complete and secure encrypted and appropriately authenticated download file of all Customer Data held by the Supplier in the format and on the media reasonably specified by the Customer.
  • 8.3 The Customer Data shall be and remain the property of the Customer, and the Supplier shall not delete or remove any proprietary notices or other notices contained within or relating to the Customer Data.
  • 8.4 Subject to clause 8.5, the Supplier shall not, without the prior written consent of the Customer, disclose or copy the Customer Data other than as strictly necessary for the performance of the Services.
  • 8.5 If the Supplier receives any request for disclosure of Customer Data by a law enforcement authority, the Supplier shall, unless prevented by law:
    • 8.5.1 promptly notify the Customer prior to making any such disclosure to enable the Customer to take such steps as it deems reasonably necessary to maintain the confidentiality of such Customer Data;
    • 8.5.2 agree on the timing and exact content of any such disclosure with the Customer in advance of it being made; and
    • 8.5.3 disclose only that part of the Customer Data that it is compelled by law to disclose (or which the Supplier has agreed with the Customer pursuant to clause 8.5.2).
  • 8.6 Subject to clause 5.7, the Supplier shall not delete any Customer Data (including backups) without the Customer’s prior written consent, and the Customer Data, including any backups or copies of it and any data or metadata in the possession or control of the Supplier arising out of or in connection with the operation of the Customer Data on the Services, shall be promptly and securely returned to the Customer or, if the Customer so elects, securely deleted or destroyed (unless storage of any data is required by Applicable Laws, in which case the Supplier shall inform the Customer of any such requirement) upon any of the following:
    • 8.6.1 the Customer’s request; or
    • 8.6.2 one month after the termination or expiration of this Agreement; and
    • where returned to the Customer, the Supplier shall deliver up the Customer Data in a complete and secure encrypted and appropriately authenticated download file in the format and on the media reasonably specified by the Customer.
  • 8.7 This clause 8 shall survive termination or expiry of this Agreement for any reason.

9 Supplier Access to Customer Environment

  • 9.1 If pursuant to, or in consequence of performing its obligations under this Agreement, the Supplier or any Supplier Personnel is permitted access to any part or parts of the Customer Environment, whether directly or remotely (Supplier Access):
    • 9.1.1 all Supplier Access shall be limited to that part of the Customer Environment as is required for proper performance of the Supplier’s obligations under this Agreement; and
    • 9.1.2 the Supplier and the Supplier Personnel who carry out the Services shall use reasonable endeavours to comply with all security audit and other procedures and requirements of the Customer as notified to the Supplier from time to time in relation to the Supplier Access and the Customer Environment.
  • 9.2 Any part of the Customer Environment to which the Supplier gains Supplier Access shall remain the property of the Customer (or its licensors or lessors), and the Supplier shall not acquire any right, title, or interest in the Customer Environment or any part of it.
  • 9.3 The Supplier shall not make any alteration or upgrade to the Customer Environment or any part of it without obtaining the prior written consent of a duly authorised representative of the Customer.

10 Adverse Events

  • 10.1 The Supplier shall, as soon as is reasonably practicable, notify the Customer of any Adverse Events. Such notice shall include, at a minimum:
    • 10.1.1 the nature of the Adverse Event;
    • 10.1.2 a description of the affected Customer Data where the Adverse Event relates to Customer Data;
    • 10.1.3 the identity of the person who caused, or is suspected to have caused, the Adverse Event where the Adverse Event relates to Customer Data; and
    • 10.1.4 the steps that the Supplier has taken, or will take, to mitigate the effect of the Adverse Event and to prevent the Adverse Event from recurring.

11 Confidentiality

  • 11.1 Except as expressly permitted in this clause 11 or elsewhere in this Agreement, each party agrees to keep confidential, both during the Term and thereafter, all Confidential Information of the other party and not disclose the other party’s Confidential Information to any other person without the owner’s prior written consent.
  • 11.2 Clause 11.1 shall not apply to the extent that such information is:
    • 11.2.1 already known to or in possession of the receiving party prior to its disclosure;
    • 11.2.2 publicly available at the time of its disclosure or becomes publicly available through no wrongful act of the receiving party;
    • 11.2.3 rightfully received from a third party without obligation of confidentiality;
    • 11.2.4 independently developed by the receiving party without breach of this Agreement or access to the applicable Confidential Information of the other party; or
    • 11.2.5 approved for release upon the written permission of the disclosing party.
  • 11.3 Each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents, or representatives who need to know the other party’s Confidential Information in order to exercise the disclosing party’s rights or perform its obligations under this Agreement. The disclosing party shall ensure that each of its employees, officers, advisers, agents, or representatives to whom Confidential Information is disclosed is aware of its confidential nature and complies with this clause 11 as if it were a party.
  • 11.4 On the termination of this Agreement for any reason, each party shall promptly return or, at the other party’s designation, destroy all Confidential Information of the other party (and all copies thereof, whether held by each party by computer, paper, or other means) in its possession or control on the date of termination (including, if required, by way of electronic data transfer) and certify to the other party that it has done so.
  • 11.5 For the purposes of this Agreement, the Confidential Information of the Customer shall be deemed to include all Customer Data acquired or collected by the Supplier in connection with this Agreement.
  • 11.6 Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange), or any other authority of competent jurisdiction.

12 Limitation of liability

  • 12.1 The extent of the Supplier’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract, or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.
  • 12.2 Subject to clause 12.5, the Supplier’s maximum liability for each claim or series of connected claims arising under or in connection with this Agreement shall be limited to 100% of the Fees paid or due and payable during the 12-month period prior to the first cause of action giving rise to the relevant claim or series of connected claims.
  • 12.3 The Supplier shall not be liable to the Customer under this Agreement for any consequential, indirect, or special losses.
  • 12.4 Notwithstanding clause 12.5, the Supplier shall not be liable for:
    • 12.4.1 loss, corruption, or damage to Customer Data, including the cost of rectifying the same;
    • 12.4.2 liability to third parties (including End Users);
    • 12.4.3 damage to goodwill or reputation;
    • 12.4.4 loss of profits or revenues;
    • 12.4.5 loss of, or damage to, data or information systems;
    • 12.4.6 loss of contract or business opportunities; or
    • 12.4.7 loss of anticipated savings.
  • 12.5 Notwithstanding any other provision of this Agreement, neither the Supplier’s nor the Customer’s liability under this Agreement shall be limited in any way in respect of the following:
    • 12.5.1 death or personal injury caused by negligence;
    • 12.5.2 fraud or fraudulent misrepresentation;
    • 12.5.3 any other losses that cannot be excluded or limited by law; and
    • 12.5.4 any losses caused by willful misconduct.
  • 12.6 The Supplier gives no warranties and makes no representations in respect of the Services except as expressly set out in this Agreement.

13 Termination

  • 13.1 The Supplier may terminate this Agreement at any time by giving notice in writing to the Customer if:

    • 13.1.1 the Customer commits a material breach of this Agreement and such breach is not remediable; or
    • 13.1.2 the Customer commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach.

  • 13.2 The Supplier may terminate this Agreement at any time by giving notice in writing to the Customer if the Customer:

    • 13.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
    • 13.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;
    • 13.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
    • 13.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
    • 13.2.5 has a resolution passed for its winding up;
    • 13.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
    • 13.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
    • 13.2.8 has a freezing order made against it;
    • 13.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
    • 13.2.10 is subject to any events or circumstances analogous to those in clauses 13.2.1 to 13.2.9 in any jurisdiction; or
    • 13.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 13.2.1 to 13.2.10 including, for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

  • 13.3 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate this Agreement under this clause 13, it shall immediately notify that party in writing.

  • 13.4 The Supplier may terminate this Agreement at any time by serving notice in writing on the Customer if the Customer:

    • 13.4.1 brings the reputation of the Supplier into disrepute or does anything likely to cause harm to its reputation; or
    • 13.4.2 has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid five Business Days after the Customer has received written notification from the Supplier that the payment is overdue.

  • 13.5 Following the expiry or termination of this Agreement for any reason:

    • 13.5.1 the Supplier shall comply with its obligations regarding the preservation, delivery up or destruction of the Customer Data as set out at clause 8.6;

14 Data protection

  • 14.1 Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, under our Privacy Policy.
  • 14.2 Unless otherwise expressly stated in this Agreement, the Supplier’s obligations and the Customer’s rights and remedies under this clause 14 are cumulative with, and additional to, any other provisions of this Agreement.
  • 14.3 This clause 14 and our Privacy Policy shall survive termination or expiry of this Agreement for any reason.

15 Entire agreement

  • 15.1 The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings, and arrangements between them, whether in writing or oral, in respect of its subject matter.
  • 15.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

16 Force Majeure

  • 16.1 Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from any event beyond the reasonable control of that party, the effects of which could not have been avoided by a party by compliance with its obligations under this Agreement and which could not otherwise reasonably have been anticipated and avoided.
  • 16.2 The party affected by a Force Majeure Event shall promptly notify the other party in writing when the Force Majeure Event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure Event continues for a continuous period of more than one month, the Customer may terminate this Agreement by written notice to the Supplier.

17 Variation

Without prejudice to clause 2.3, no variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

18 No partnership or agency

The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

19 Notices

  • 19.1 Notices under this Agreement shall be in writing and sent to a party’s registered office address from time to time (or via email as set out below). Notices may be given, and shall be deemed received:
    • 19.1.1 by first-class post: two Business Days after posting;
    • 19.1.2 by airmail: seven Business Days after posting;
    • 19.1.3 by hand: on delivery; and
    • 19.1.4 by email to [email protected] in the case of the Supplier and to the email address provided in the Order in the case of the Customer: on receipt of a delivery return email.
  • 19.2 This clause does not apply to notices given in legal proceedings or arbitration.

20 Severability

  • 20.1 Each clause of this Agreement is severable and distinct from the others. If any clause in this Agreement (or part thereof) is or becomes illegal, invalid, or unenforceable under Applicable Laws, but would be legal, valid, and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced):
    • 20.1.1 the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid, and enforceable; and
    • 20.1.2 without limiting the foregoing, in such circumstances, the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.

21 Waiver

No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

22 Set off

Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

23 Assignment

The Customer shall not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the Supplier’s prior written consent.

24 Third party rights

Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.

25 Conflicts within agreement

  • 25.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:
    • 25.1.1 the terms and conditions in the main body of this Agreement.
    • 25.1.2 the Schedules.
  • 25.2 Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

26 Governing law

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

27 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

ACCEPTABLE USE POLICY

This Acceptable Use Policy sets forth below, acceptable practices while using cohorts.io SaaS Services or which involve access to the internet (the “Services”). By using the Services, you acknowledge that you have read, understood, and agree to abide by this policy. In addition, you acknowledge that you will be responsible for violations of this policy by third parties that have gained access to the Services through you.

GENERAL

This Policy is designed to assist in protecting the Services, our Networks and infrastructure, and other Customers from improper and/or illegal activity using these services over the Internet. All users of the service/s are expected to behave in a reasonable fashion and to adhere to commonly accepted practices of the Internet community.

For the most part, simply exercising good judgment and common sense while using the Services should enable you to remain within the purview of acceptable conduct as further described below. The categories listed below are intended merely to serve as guidelines regarding appropriate and inappropriate conduct; the list is by no means exhaustive and should not be interpreted as such.

OUR RIGHTS

If you engage in conduct while using the Services that is in violation of these Policies or is otherwise illegal or improper, We reserve the right to invoke the provisions of the Agreement in relation to your access to the affected element(s) of the Services.

UNAUTHORIZED ACCESS/INTERFERENCE

You may not attempt to gain unauthorized access to or attempt to interfere with or compromise the normal functioning, operation, or security of any of our networks, systems, computing facilities, equipment, data, or information. You may not use the Services to engage in any activities that may interfere with the ability of others to access or use the Services or the Internet. You may not attempt to gain unauthorized access to the user accounts or passwords of other users.

ILLEGAL ACTIVITY

You agree to use our Services only for lawful purposes. Use of the Services for transmission, distribution, retrieval, or storage of any information, data, or other material in violation of any applicable law or regulation (including, where applicable, any tariff or treaty) is prohibited. This includes, without limitation, the use or transmission of any data or material protected by copyright, trademark, trade secret, patent, or other intellectual property right without proper authorization and the transmission of any material that constitutes an illegal threat, violates export control laws, or is obscene, defamatory, or otherwise unlawful.

OTHER PROHIBITED ACTIVITIES

You are also prohibited from the following activities:

  1. Intentionally transmitting files containing a computer virus.
  2. Providing your login details/passwords to any third party unless they are an employee, officer, adviser, agent, or representative of the Customer and the third party needs to know in order to exercise the disclosing party’s rights or perform its obligations under this Agreement.
  3. Developing, supporting, or using software, devices, scripts, robots, or any other means or processes (including browser plugins, add-ons, or any other technology or manual work) to “web scrape” the Services or otherwise copy profiles and other data from the Services.
  4. Any other inappropriate activity or abuse of the Services (whether or not specifically listed in these Policies) may result in us invoking your access to the affected element(s) of the Services.
  5. Copying, using, disclosing, or distributing any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of cohorts.io.
  6. Violating the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights.
  7. Using bots or other automated methods to access the Services, add or download contacts, send or redirect messages.

COOPERATION WITH INVESTIGATIONS

You and We will cooperate with appropriate law enforcement agencies and other parties involved in investigating claims of illegal or inappropriate activity.

PRIVACY

We will store and process all personal data in accordance with our Privacy Policy.

CONTENT OF THE INTERNET

Although we provide SaaS and Hosted services only through the Internet, we do not operate or control the information, services, opinions, or other content of the Internet. You agree that you shall make no claim whatsoever against us relating to the content of the Internet or respecting any information, product, service, or software ordered through or provided by virtue of the Internet.

MODIFICATIONS

We reserve the right to modify this Policy from time-to-time at our sole discretion. We will notify you of any such modifications either via e-mail or by posting a revised copy of the Policy on our website.

MISUSE OF SERVICES

We reserve the right, where reasonably required, to install and use, or to have you install and use, any appropriate devices to prevent violations of these Policies, including devices designed to filter or terminate access to the Services. We shall consult with you prior to installing, or requiring the installation of, any such devices.

If you become aware of any violation of these Policies by any person, including third parties that have accessed the Services through it, you shall inform us without undue delay.

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