Partner Agreement – General Terms

These general terms and conditions apply to and are incorporated into the Partner Framework Agreement entered into by and between Wazoku and the relevant Partner.

  1. Mutual Obligations
    1. Each party shall at all times:
      1. act diligently and in good faith in its dealings with the other party and Customers, and in relation to all Wazoku Products under the Agreement;
      2. at all times closely cooperate with each other in respect of its obligations under the Agreement and provide all materials and information as the other party may reasonably request and such party considers reasonably necessary, in order to carry out its obligations under the Agreement in a timely manner; and
      3. comply with any additional obligations applicable to it as set out in the applicable Addendums.
    2. Each party warrants to the other party that it has:
      1. the right, power and authority to enter into the Agreement and to perform its obligations hereunder; and
      2. has duly authorised the person(s) executing the Agreement and/or any Transaction Agreement on its behalf.
    3. Partner will attend all reasonably required training on the Wazoku Products required by Wazoku and any other such training and certification requirement of Wazoku from time to time (including all those required in the Business Terms and/or under any Addendum). Wazoku will make available to Partner, without charge, all relevant webinars and other resources at https://www.wazoku.com. Any other training may be chargeable as specified in the Business Terms and/or relevant Addendum. Partner agrees to ensure its sales representatives and other relevant personnel participate in Wazoku’s online training resources, as well as any training and certification requirements of Wazoku. Partner may be eligible to receive certain technical support offerings as described in the Partner Policies or as otherwise notified to Partner by Wazoku from time to time. Such technical support program offerings are provided under and in accordance with Wazoku’s technical support policies in effect at the time they are provided.
    4. In the event that a party is required to process personal data under applicable law under the Agreement or any Addendum or Transaction Document, where such data processing terms are not already covered in the relevant Addendum or Transaction Document, both parties agree to execute a separate data protection addendum to the Agreement in order to comply with applicable law and to set out each parties’ rights and obligations. Such data protection addendum shall be deemed incorporated into the Agreement upon the date of execution of such data protection addendum by the parties. Each party undertakes that it shall comply with all applicable laws in relation to data protection which are applicable to it.
  2. Obligations of Partner
    1. Partner shall comply with all applicable laws and regulations with respect to its activities hereunder, including without limitation laws and regulations relating to data privacy, export and anti-bribery and anti-corruption, including, but not limited to, the Foreign Corrupt Practices Act 1977 (“FCPA”) and the UK Bribery Act 2010. Partner shall promptly report to Wazoku any request or demand for any undue financial or other advantage of any kind received by Partner in connection with the performance of the Agreement.
    2. Partner agrees and undertakes that it shall not (and shall ensure that any personnel shall not) make any statement, orally or in writing, publicly or privately, or conduct itself in such a manner as will or may disparage or damage the business or reputation of Wazoku, the Wazoku Products and/or the Wazoku name or Trademarks.
    3. Partner will promptly inform Wazoku of the occurrence of any circumstance or event that is reasonably likely to have a material adverse effect on the Partner’s ability to perform its obligations under the Agreement.
    4. Partner further undertakes and agrees that it shall at all times:
      1. have and maintain all necessary rights, licenses and consents applicable to it and its obligations under the Agreement;
      2. perform its duties under the Agreement with due care and skill and in accordance with good industry practice and applicable laws and will cultivate and maintain good relations with Customers and prospective customers in the Territory;
      3. use reasonable endeavours to market and promote the sale and licensing of the Wazoku Products in the Territory in accordance with the Agreement, Partner Policies and Wazoku Branding Guidelines. The parties will mutually agree any marketing activities and joint sales and marketing efforts to be undertaken, as may be further described in the relevant Addendum(s) and Business Terms;
      4. not make any communication concerning Wazoku or the Wazoku Products, including without limitation press releases and/or promotional materials released without the prior written approval of Wazoku and ensure that all such communications comply with the Partner Policies and Wazoku Branding Guidelines. In the event that Partner fails to adhere to the foregoing it shall be responsible (at its own cost) to immediately make the relevant amendments to ensure compliance with the Partner Policies and Wazoku Branding Guidelines and shall indemnify Wazoku against any claims related to its failure to comply with the foregoing;
      5. not engage in any illegal or unethical practices with respect to its activities under the Agreement and that it will not do any act or omit to do any act which may adversely affect the reputation of Wazoku and/or the Wazoku Products;
      6. employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of Partner’s obligations under the Agreement;
      7. inform Wazoku immediately of any changes in ownership or control of Partner;
      8. inform Wazoku immediately of any change in its organisation or methods of doing business which might affect the performance of Partner’s duties under the Agreement;
      9. meet the Partner certification requirements and the business objectives (including where applicable the revenue milestones and key performance indicators) as set out in the Business Terms. The parties will meet annually to review Partner’s performance of such business objectives and to agree the relevant objectives for the subsequent 12 month period of the Term;
      10. communicate to Wazoku information relating to market changes and customer expectations and any applicable laws and regulations in the Territory and/or any changes to such laws and regulations (giving as much advance notice as possible of any such prospective changes);
      11. establish useful contacts for the success of the collaboration with Wazoku; and
      12. at its own cost and expense, promptly (and within the required timelines notified by Wazoku) provide such information and assistance as Wazoku requires to fulfil its obligations to respond to requests for information from competent regulatory authorities, including, without limit, in respect of applicable competition laws.
    5. Partner acknowledges and agrees that it has no right or authority to and shall not:
      1. except as expressly permitted under the Agreement, assume, create or enter into any obligation of any kind, express or implied, on behalf of Wazoku or to bind Wazoku in any manner;
      2. waive any right, interest or claim of whatever kind that Wazoku may have against any other person;
      3. do anything inconsistent with Wazoku’s title to the Wazoku Products and/or related software, materials and/or documentation;
      4. modify the Wazoku Products or combine any of the Wazoku Products or related software materials and/or documentation with any products or services of Partner and/or any third party, except where expressly permitted by Wazoku in the Agreement;
      5. access of use, or allow any third party to access or use, the Wazoku Products for illegal purposes;
      6. not access or use, or allow any third party to access of use, the Wazoku Products and/or any related software, materials and/or documentation or part thereof in order to build or create products or services which compete with the Wazoku Products; and
      7. except as expressly permitted by mandatory applicable law, disassemble, reverse engineer or decompile the Wazoku Products and/or related software, materials and/or documentation or any part thereof, or otherwise derive its source code.
    6. Partner shall indemnify Wazoku and its Affiliates from and against any claims, liabilities, damages, costs and reasonable expenses incurred by Wazoku and/or its Affiliates in connection with or related to any breach by Partner of its obligations under this clause 2.
  3. Confidentiality
    1. Except as permitted by clause 3.2 below, each party undertakes that it shall not disclose to any third party any Confidential Information disclosed to it by the other party at any time during the Term and for a period of five years after termination or expiration of the Agreement or in the case of information which is deemed a trade secret, for as long as such information is deemed a trade secret.
    2. Each party may only disclose the other party’s Confidential Information (i) to its Representatives who need to know such information for the purposes of carrying out its obligations under the Agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 3; and (ii) as may be required by law, court order or any governmental or regulatory authority provided that the receiving party shall, to the extent permitted by law, provide the disclosing party with prompt notice of such court order to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause.
    3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Agreement are granted to the other party or are to be implied from the Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
    4. Notwithstanding the foregoing, the receiving party shall have no liability to the disclosing party with regard to any Confidential Information which the receiving party can prove:
      1. was in or has entered the public domain at the time it was disclosed through no fault of the receiving party;
      2. was known to the receiving party, without restriction, at the time of disclosure;
      3. is disclosed with the prior written approval of the disclosing party;
      4. was independently developed by the receiving party without any use of the Confidential Information; or
      5. becomes known to the receiving party, without restriction, from a source other than the disclosing party, without breach of the Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights.
    5. The Partner acknowledges that details of the Wazoku Products, the software and materials used to provide the Wazoku Products, the related documentation and the results of any performance tests of such services, constitute Wazoku’s Confidential Information.
  4. Intellectual Property
    1. Wazoku and its Affiliates and/or licensors own all rights, title and an interest, including all Intellectual Property Rights (i) in and to the Wazoku Trademarks, any materials and documents provided by Wazoku, the Wazoku Products (including in all underlying software, applications, materials and documentation), (ii) in any rights specified in the relevant Addendum, and (iii) as expressed in clause 4.7; and any updates, improvements or developments thereto (collectively “Wazoku IP”). Any rights not expressly granted hereunder are reserved by Wazoku, its Affiliates and/or its licensors. Unless otherwise expressly stated in the Agreement, nothing in the Agreement shall transfer or assign any rights or security, in any Intellectual Property Rights, to Partner or any other party and no part of the Agreement shall be construed as doing so.
    2. Wazoku grants Partner a revokable, non-exclusive, non-transferable, non-sublicensable license to use the Wazoku Trademarks solely for the purposes of carrying out Permitted Activities under the Agreement for the Term only and strictly in accordance with the Wazoku Branding Guidelines, Partner Policies, the Agreement and other instructions as may be directed by Wazoku from time to time. When using Wazoku Trademarks, Partner must indicate that Wazoku is the owner of the Wazoku Trademarks and that Partner is using the Wazoku Trademarks with permission from and on behalf of Wazoku. Partner shall cease to use any or all Wazoku Trademarks upon expiry of the Term and promptly upon receipt of a request by Wazoku to do so. To the extent Partner is permitted to use any other Wazoku IP in carrying out its Permitted Activities, such rights will be detailed in the relevant Addendum.
    3. All Intellectual Property Rights in the Partner Products are at all times owned by and shall remain the exclusive property of Partner. Partner hereby grants Wazoku a personal, non-exclusive, non-transferable license to use the Partner name and/or Partner Trademarks to publicise its activities under the Agreement (as further set out in the Addendum) and in accordance with Partner’s then current trademark usage and style guidelines as made available to Wazoku from time to time. To the extent Wazoku is permitted to use any other Partner Intellectual Property Rights in carrying out its rights and obligations hereunder, such rights will be detailed in the relevant Addendum.
    4. Partner shall provide all reasonable assistance, including without limitation execution of documents as requested by Wazoku to protect its Intellectual Property Rights in the Territory.
    5. Wazoku shall have the sole and exclusive right to bring legal action in the Territory/ies for infringement with respect to Wazoku Trademarks and/or other Intellectual Property Rights of Wazoku. Partner shall, at Wazoku’s request and cost, assist Wazoku in any such legal proceedings. Partner shall notify Wazoku promptly of any known infringements of Wazoku Trademarks and/or other Intellectual Property Rights of Wazoku (including but not limited to Wazoku IP).
    6. Nothing in the Agreement shall be construed so as to prevent Wazoku from using techniques, ideas and other know-how (including feedback from Partner) gained during the performance of the Agreement in the furtherance of its own business. Partner hereby grants to Wazoku a non-exclusive, worldwide, fully paid-up, royalty-fee, non-terminable, perpetual, irrevocable right and licence to use, disclose, modify, reproduce, license, distribute, commercialise and otherwise freely exploit any feedback, comments, requirements or suggestions, and all related Intellectual Property Rights, made by the Partner and its Affiliates with respect to the Wazoku Products (the “Feedback”), without restriction of any kind and without any right of accounting. Partner acknowledges and agrees that Wazoku owns all rights, title and interests, including all Intellectual Property Rights, in all software developments, enhancements, changes, updates or materials relating to the Wazoku Products and documentation created by Wazoku, its Affiliates or subcontractors, that are based on or incorporate any Feedback, and Wazoku is not limited or restricted in any way in its future use of such software developments, enhancements, changes, updates, materials or documentation, and that such use constitutes neither an unauthorised disclosure of Partner’s Confidential Information nor an infringement of any Intellectual Property Rights, and that it shall not bring any claim of any kind against Wazoku in connection with such use.
    7. Partner permits Wazoku to use its name and logo for purposes of including and displaying Partner’s name and logo on the Wazoku website as a business Partner of Wazoku.
    8. Any violation of this clause 4 shall be deemed a material breach of the Agreement for which Wazoku may terminate the Agreement immediately in accordance with clause 7.
  5. Export Control and Embargoed Entities
    1. The Wazoku Products, the related documentation and any other Wazoku materials are subject to the export control laws and regulations of various countries. The Partner agrees that:
      1. it shall comply with all applicable export laws and regulations, including, without limit, all applicable export laws and regulation of the United Kingdom (“UK”), United States of America (“USA”), European Union (“EU”) and all sanctions and embargoes listed by such countries and the United Nations (“UN”);
      2. it will not submit the Wazoku Products, related documentation or other Wazoku materials to any government agency for licensing consideration or other regulatory approval without Wazoku’s prior written consent;
      3. it will not export or sell the Wazoku Products, related documentation or other Wazoku materials to any countries, persons or entities prohibited by such export control laws and regulations, including, without limitation, to those countries on the current embargoed and sanctions lists of the UK, USA, EU and UN.
      4. it is responsible and liable at all times for ensuring it complies with the most current sanctions lists;
      5. it shall be responsible for complying with all applicable governmental regulations of the country where it is registered, and any foreign countries with respect to or in connection with the Permitted Activities and/or any other use of the Wazoku Products, related documentation or other Wazoku materials by the Partner and its users;
      6. it will not engage in any activity that would cause Wazoku to be in violation of any such export control laws and regulations.
    2. Partner shall indemnify and hold harmless Wazoku and its Affiliates from and against any claims, damages, losses, demands and fines Wazoku and/or its Affiliates suffer or incur arising from or in connection with Partner’s breach of this clause and/or violation of any such export control laws and regulations.
  6. Limitation of Liability
    1. Subject to clauses 6.2 and 6.3 and excluding any amounts payable by either party under the Agreement, the aggregate liability of each party for or in respect of any loss or damage suffered by the other party (whether due to breach of contract, tort (including negligence), statute or otherwise) under or in connection with:
      1. an Addendum and any activities carried out thereunder, shall not exceed the limits set out in each such Addendum; and
      2. any other claims not covered under 6.1.1 and which may arise under or in connection with the Agreement, shall not exceed the greater of [£10,000] or the fees paid and payable by Wazoku to Partner in the 12-month period preceding the date on which the claim arose.
    2. The exclusions and limitations in this clause 6 and/or the Addendums shall not apply to (a) either party’s liability for: (i) death or personal injury caused by its or its officers, employees, contractors or agents negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by applicable mandatory law, and/or (b) Partner’s liability for its infringement of Wazoku’s Intellectual Property Rights (including, but not limited to, the Wazoku IP) and Partner’s indemnity obligations under the Agreement.
    3. Subject to clause 6.2, neither party shall have liability for (i) any special, indirect, punitive or consequential losses or damages of any kind, (ii) loss of profits, (iii) loss of anticipated savings, (iv) loss of business opportunity, (v) loss of goodwill, or (vi) loss of data (including corruption of or damage to data) which may be suffered by the other party (or any person claiming under or through the other party) under or in connection with the Agreement, whether or not such losses or damages are foreseeable and whether the same arise in contract, tort (including negligence) or otherwise.
    4. Wazoku shall have no liability for any losses or damages caused by the Partner’s delay or failure to timely provide any required information or to fulfil its obligations under the Agreement.
    5. Wazoku shall have no liability to the Partner under the Agreement if Wazoku is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Wazoku’s workforce or any other party), failure of a utility service or transport or telecommunications network, injunction or compliance with governmental laws, regulations or orders, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm (“Force Majeure Event”). Wazoku shall provide the Partner with notice of a Force Majeure Event and its expected duration.
    6. Except as expressly and specifically provided in the Agreement, all other warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from the Agreement, including without limitation any implied warranty or terms and conditions of merchantability, accuracy, fitness for a particular purpose or satisfactory quality and non-infringement.
    7. Each party is entitled to any reduction in liability it may have under the Agreement or at law to the extent the acts or omissions of the other party caused or contributed to the loss or damage (including in relation to an indemnity). Each party must take all action reasonably practicable to mitigate any loss suffered by the other party (including in the context of any indemnity).
    8. This clause 6 shall survive any expiration or termination of the Agreement.
  7. Term and Termination
    1. Either party (the “Terminating Party”) may terminate the Agreement, any Addendum and/or Transaction Document (or part thereof) with immediate effect by written notice to the other party (the “Defaulting Party”) on or at any time after the occurrence of:
      1. a material breach by the Defaulting Party of any of its obligations in the Agreement, any Addendum and/or any Transaction Document which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within thirty 30 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or
      2. any of the events specified hereto: (i) the Defaulting Party goes into liquidation either compulsorily or (except for the purpose of reconstruction or amalgamation) voluntarily; (ii) a receiver is appointed in respect of the whole or any part of the assets of the Defaulting Party; (iii) a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors; or (iv) the Defaulting Party threatens to do any of the things listed in clauses 7.1.2 (i) to (iii) or an administration order is made against the Defaulting Party or any similar occurrence under the laws of any jurisdiction affects the Defaulting Party; (v) the Defaulting Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (vi) the Defaulting 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986; or (vii) the Defaulting Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
    2. Wazoku may further terminate the Agreement, any Addendum and/or Transaction Document, as applicable:
      1. by giving to the Partner not less than thirty (30) days’ notice in writing in the event Partner fails to achieve the revenue milestones set out in the Business Terms in any given 12 month period of the Term by 25% or more and following a further period of 6 months immediately following the date of the relevant annual review of Partner’s performance, fails to achieve the business objectives, key performance indicators, and/or revenue milestones, as applicable, agreed by the parties for such 6 month period;
      2. without cause by giving to the Partner not less than sixty (60) days’ written notice;
      3. immediately if Partner violates any applicable laws or regulations; or
      4. pursuant to clause 4.8 [and 3.4 of the FA];
    3. Upon expiration or termination of the Agreement, any Addendum and/or Transaction Document, as applicable:
      1. all rights and licenses granted to Partner under the Agreement, relevant Addendum and/or Transaction Document, as applicable, shall immediately cease;
      2. each party shall immediately discontinue all representations or statements from which it might reasonably be inferred that any relationship exists between Wazoku and the Partner in respect of the Agreement and/or relevant Addendum, as applicable;
      3. Partner agrees not to act in any way to damage the reputation of Wazoku and/or its products or services;
      4. each party shall immediately return (or at the other party’s request destroy) to the other party all Confidential Information and materials of the other party (except for any materials still in use under and in accordance with any remaining valid Addendums and/or Transaction Documents still in effect, as applicable);
      5. each party shall pay all fees due to the other party under the Agreement, the relevant Addendum(s), and/or relevant Transaction Document, as applicable; and
      6. each party shall comply with all other termination obligations under such Addendum(s).
    4. Either party may terminate any or all of the Addendum(s) for convenience in accordance with clause 7.2 2.
  8. General
    1. Entire Agreement. The Agreement and all Transaction Documents, as applicable, set out the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to their subject matter. Unless otherwise expressly agreed in writing, the Agreement applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by the Partner in connection with the Agreement shall not be binding on Wazoku. In entering into the Agreement the Partner acknowledges and agrees that it has not relied on any representations made by Wazoku except as set forth in the Agreement. Any such representations are excluded. Nothing in this clause shall limit liability for any representations made fraudulently.
    2. Waiver. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
    3. Invalid provisions. If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    4. Governing Law and Jurisdiction. The Agreement will for all purposes be solely and exclusively governed, construed and enforced in accordance with the laws of England and Wales (without regard to the conflicts of law provisions thereof). Both parties submit to the exclusive jurisdiction of the courts of England.
    5. Third Party Rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce, or to enjoy the benefit of, any term of the Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under the Agreement.
    6. Sub-contracting and Assignment. The Partner may not sub-contract, assign or otherwise transfer the Agreement or any of the Partner rights or obligations or purport to do any such acts under them to any third party without Wazoku’s prior written consent. Wazoku shall have the right, upon written notice to the Partner, to assign the Agreement to any of its Affiliates, or to an entity resulting from a merger, acquisition or other business reorganisation of Wazoku’s business. In addition, Wazoku shall have the right to sub-contract any of its obligations hereunder to a third party, provided that it shall continue to remain responsible for the performance of Wazoku Products. Any attempted assignment, sub-contracting or other transfer in violation of this provision shall be null and void.
    7. No partnership or agency. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    8. Non-solicitation. Each party agrees that it will not at any time either during the Term or for a period of six (6) months following expiry or termination of the Agreement without the prior written consent of the other directly or indirectly entice or solicit or endeavour to entice or solicit away from the other party any employee or consultant with whom that party has dealt with in connection with the Agreement. This obligation does not apply in respect of an employee or consultant who responds to a bona fide general advertisement or who makes unsolicited contact with the relevant party.
    9. Employment Liabilities. Upon the expiry, termination or assignment of the Agreement or any part thereof, howsoever arising, each party shall be responsible for any Employment Liabilities arising in relation to its own staff during the Term and on the expiry or termination of the Agreement or any part thereof. Accordingly, each party shall indemnify, and hold the other party harmless, from and against all Employment Liabilities which the other party or its Representatives may incur arising from or in connection with the expiry, termination or assignment of the Agreement (or part thereof).
    10. Notices. Any notice required or permitted under the terms of the Agreement or required by law must be in writing and must be: (i) delivered in person; (ii) sent by registered mail return receipt requested; (iii) sent by overnight air courier; or (iv) transmitted by email; in each case forwarded to the appropriate address set forth herein. Either party may change its address for notice by written notice to the other party. Notices will be considered to have been given at the time of actual delivery in person, or three (3) business days after posting, or one (1) day after (i) delivery to an overnight air courier service or (ii) the moment of transmission of the email. Wazoku may also notify the Partner of notices such as upgrades to the services or required maintenance for example by posting notices on its website and such notice shall be deemed delivered on the date of posting by Wazoku.
    11. Variations. Save as otherwise expressly stated in the Agreement, the Agreement may only be modified or varied in writing executed by duly authorised representatives of both parties.
    12. Survival. In addition to those provisions expressly stated to survive termination or which by their nature are intended to survive any termination of the Agreement, clauses [3, 4, 5, 6, 7, 8 and 9]shall survive such termination or expiration of the Agreement.
    13. Conflict: If there is a conflict between any of the terms of the Agreement, the order of precedence set out in clause 2.6 of the FA shall apply.
  9. Definitions.
    Capitalized terms not otherwise defined herein or in the Appendices shall have the meaning given below:
    1. Addendum(s): has the meaning given in clause 2.3 of the FA.
    2. Addendum Term: has the meaning given in clause 3.3 of the FA.
    3. Affiliate(s): an entity that directly or indirectly controls, is controlled by, or is under common control with, a party to the Agreement. For purposes of this definition, ‘control’ means the ownership of greater than fifty percent (50%) of (i) the voting power to elect directors of the company or (ii) the ownership interest in the company.
    4. Agreement: has the meaning given in clause 2.1 of the FA.
    5. Business Day: 9am-6pm (GMT) Monday to Friday (excluding statutory public holidays in the UK).
    6. Business Terms: has the meaning given in clause 4.2 of the FA.
    7. Confidential Information: information which concerns the business and/or affairs of a party (including any customers of such party), including but not limited to information relating to a party’s operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents, data and information which, when provided by one party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as confidential information at the time of disclosure and confirmed as confidential information in writing within 10 days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure.
    8. Defaulting Party: has the meaning given in clause 7.1 of these general terms.
    9. Documentation: the relevant documentation for each of the Wazoku Products detailing the product specifications and user guides, as applicable.
    10. Effective Date: has the meaning give in the first paragraph of the FA and if no date is given, means the last date of signature by the parties.
    11. Employment Liabilities: any and all liabilities (including pension liabilities) connected with or arising from the Transfer of Undertakings (Protection of Employment) Regulations 2006 or otherwise connected with or arising from the employment of employees or the use or engagement of temporary, agency or other individual workers and their health and safety at work including any requirement to inform or consult such individuals or their representatives.
    12. EU: has the meaning given in clause 5.1 of these general terms.
    13. FA: has the meaning given in clause 2.1 of the FA.
    14. Feedback: has the meaning given in clause 4.6 of these general terms.
    15. Force Majeure: has the meaning given in clause 6.5 of these general terms.
    16. Force Majeure Event: has the meaning given in clause 6.5 of these general terms.
    17. Initial Term: has the meaning given in clause 3.1 of the FA.
    18. Intellectual Property Rights: intellectual property rights, including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights.
    19. Partner Policies: the policies as provided by Wazoku to Partner from time to time, which set out Wazoku policies relating to the rights and obligations of Partner under the Agreement, and which are incorporated herein by references. Such policies may be amended by Wazoku from time to time in accordance with clause 4.3 of the FA.
    20. Partner Products: means the services of Partner provided by Partner to its customers, excluding for clarity any Wazoku Products and Wazoku IP.
    21. Permitted Activities: has the meaning given in clause 2.3 of the FA.
    22. Renewal Term: has the meaning given clause 2.1 of the FA.
    23. Representatives: a party’s and/or its Affiliates’ employees, officers, agents, consultants or sub-contractors.
    24. Reserved Customer: those reserved customers, if any, as listed in the Business Terms which Wazoku has reserved to itself, and any other customer groups in respect of which Wazoku informs Partner by written notice that it has reserved to itself.
    25. Taxes: means, including without limitation, withholding, sales, use excise, value added and similar taxes but shall not include taxes based on Wazoku’s or Partner’s, as applicable, gross income, property or employees;
    26. Term: has the meaning given in clause 3.1 of the FA.
    27. Terminating Party: has the meaning given in clause 7.1 of these general terms.
    28. Territory: the respective applicable territory set out in the Business Terms within which Partner is permitted to carry out the relevant Permitted Activities under an in accordance with the Agreement.
    29. Trademarks: the Wazoku trademarks, trade names, service marks, slogans, designs, distinctive advertising, labels, logos, and other trade-identifying symbols as are or have been developed and used by Wazoku or any of its parent, subsidiaries or affiliate companies anywhere in the world.
    30. Transaction Document: means any applicable order forms or statements of work between Partner and Wazoku that reference the Agreement or an order made under the Agreement.
    31. UK: has the meaning given in clause 5.1 of these general terms.
    32. UN: has the meaning given in clause 5.1 of these general terms.
    33. USA: has the meaning given in clause 5.1 of these general terms.
    34. Wazoku Branding Guidelines: the then current Wazoku branding guidelines as provided by Wazoku to Partner (and as may be amended from time to time).
    35. Wazoku IP: has the meaning given in clause 4.1 of these general terms.
    36. Wazoku Products: means the relevant Wazoku products and services made available by Wazoku and listed in the Business Terms for the relevant Permitted Activity, in respect of which Partner may carry out the relevant Permitted Activities under and in accordance with Agreement.