Online Reseller Service Terms

Last Updated January 2024

These Reseller Service Terms apply to all use of the Service by Asigra (Distributor) Resellers.

1. Definitions

1.1. The following definitions apply in these Reseller Service Terms:

1.2. Clause headings shall not affect the interpretation of these Reseller Service Terms.

1.3. A reference to writing or written includes e-mail.

1.4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5. References to Clauses are to the clauses of these Reseller Service Terms.

2. Agreement Term; Subscription Term

2.1. The Agreement shall come into force on the date that Reseller accepts these Reseller Service Terms and continue in force indefinitely until terminated in accordance with Clause 12 (Termination) or any other provision of these Reseller Service Terms.

2.2. For the purposes of Clause 2.1, Reseller shall be deemed to have accepted these Reseller Service Terms if it:

2.2.1. expressly agrees to these Reseller Service Terms in the Distributor-Reseller Agreement; or

2.2.2. uses or accesses the Platform, Service, or My2Cloud Portal.

2.3. The Subscription Term shall begin on the date the Reseller is given access to the My2Cloud Portal and will continue in force until the earlier of:

2.3.1. termination of the Subscription Term by Distributor or Reseller under the Distributor-Reseller Agreement; and

2.3.2. termination of the Agreement by Assurestor or Reseller in accordance with these Reseller Service Terms.

3. Provision of the Service

3.1. During the Subscription Term Assurestor shall use all reasonable endeavours to make the Service available with an Uptime Percentage of at least 99.9%, as measured over any calendar month, in accordance with the applicable Specification and subject to the exceptions in Clause 3.2.

3.2. Excused Downtime and any other Downtime caused by any of the following shall not be considered when calculating whether Assurestor has made the Service available in accordance with Clause 3.1:

3.2.1. a Force Majeure Event;

3.2.2. a fault or failure of the internet or any public telecommunications network;

3.2.3. a fault or failure of Third Party Software, unless such fault or failure constitutes an actionable breach of the agreement between Assurestor and the Third Party Software provider;

3.2.4. a fault or failure of Reseller Systems or End User Systems that materially impacts the Service or the Platform; or

3.2.5. any breach by Reseller of the Agreement.

3.3. Assurestor hereby grants to Reseller a non-exclusive licence to use the Service for the purpose of providing Reseller Services to End Users in the Territory in accordance with these Reseller Service Terms during the Subscription Term.

3.4. Reseller must not:

3.4.1. sub-license its right to access and use the Service;

3.4.2. permit any unauthorised person or application to access or use the Service;

3.4.3. use the Service to provide services other than the Reseller Services to third parties;

3.4.4. republish or redistribute any content or material from the Service except to the extent necessary to provide the Reseller Services;

3.4.5. make any alteration to the Platform;

3.4.6. conduct or request that any other person conduct any load testing or penetration testing on the Platform or Service without Assurestor’s prior written consent;

3.4.7. use the Service in any way that causes, or may cause, damage to the Service or Platform or impairment of the availability or accessibility of the Service;

3.4.8. use the Service in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the service provided by Assurestor to Customers (and Reseller acknowledges that Assurestor may use reasonable technical measures to limit the use of the Platform resources by Reseller for the purpose of assuring services to Customers); or

3.4.9. use the Service in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.5. Reseller shall implement and maintain reasonable security measures relating to access credentials used by Reseller and End Users to access the Service to ensure that no unauthorised person or application may gain access to the Service by means of those credentials.

3.6. Reseller has no right to access the software code (including object code, intermediate code and source code) of the Platform or Service Software, either during or after the applicable Subscription Term.

3.7. The Platform and Service Software are and shall remain the exclusive property of Assurestor and Reseller shall not have any right, title or interest in them.

3.8. Assurestor may suspend provision of the Service to any End User that has breached the prohibitions set out in Clause 3.4.

4. Assurestor’s obligations

4.1. Assurestor shall:

4.1.1. provide Reseller with access to the My2Cloud Portal;

4.1.2. provide Reseller with access to the Service Software and installation documentation for the Service;

4.1.3. provide the Service with all reasonable skill and care in compliance with applicable laws;

4.1.4. use reasonable endeavours during the Subscription Term to regularly maintain the Platform and to keep it in good working order to enable it to provide the Service in accordance with the Agreement;

4.1.5. comply with all laws and regulations that are applicable to Assurestor’s operation and provision of the Platform and Service, including Data Protection Law; and

4.2. Assurestor may reject any of the Reseller Systems or End User Systems if Assurestor considers them unsuitable for use on the Platform, acting reasonably.

5. Reseller’s obligations

5.1. Reseller shall:

5.1.1. comply with and implement all Reseller responsibilities and minimum requirements for Reseller Systems and End User Systems set out in the Specification;

5.1.2. provide Assurestor with all necessary co-operation, assistance and access to such information as may be required by Assurestor to enable Assurestor to carry out its obligations under the Agreement;

5.1.3. comply with all laws and regulations that are applicable to Reseller’s and End Users’ transmission, storage and retrieval of Data using the Services, including Data Protection Law;

5.1.4. comply with Assurestor’s guidelines, policies, procedures, arrangements and any instructions issued from time to time by Assurestor and made available on the Support Portal and/or My2Cloud Portal;

5.1.5. not interfere with, disrupt or attempt to gain unauthorized access to computer systems, servers or networks connected to the Service;

5.1.6. not attempt to gain unauthorized access to the Service or the accounts of Customers or other third parties who use similar services provided by Assurestor;

5.1.7. use the Service only for the purpose of providing the Reseller Services in a proper, professional and responsible manner and in the ordinary course of its business;

5.1.8. ensure that its personnel engaged in the provision of the Reseller Services are properly authorised, trained and skilled to do so; and

5.1.9. fulfil all other Reseller obligations and responsibilities set out in the Agreement in a timely and efficient manner.

5.2. Reseller shall be solely responsibility for:

5.2.1. monitoring and ensuring End Users’ compliance with the prohibitions set out in Clause 3.4;

5.2.2. selecting the Service and deciding whether it meets Reseller’s and/or End Users’ business needs;

5.2.3. completing the process of downloading, installing and activating Service Software and initial activation of the Service using the Service Software;

5.2.4. using Reseller Systems and/or End User Systems suitable for the purpose of using the Service;

5.2.5. establishing and maintaining all telecommunications, internet and computer equipment, software, data, storage media, arrangements, services, facilities and resources (including, but not limited to, telecoms links, power, modem, router, cabling, switches, firewall) necessary for the purpose of using the Service;

5.2.6. implementing Reseller’s own internal policies and procedures for opening potentially dangerous attachments (and is encouraged to install antivirus software on all Reseller Systems and End User Systems);

5.2.7. loss or corruption of or damage to Data unless due to any breach of any of Assurestor’s obligations under the Agreement;

5.2.8. the supply, operation, control and support of all necessary resources not included within the Service;

5.2.9. any encryption keys received or obtained by Reseller or End Users in connection with the Service;

5.2.10. all security arrangements necessary and appropriate to Reseller’s and End Users’ use of the Services including, without limitation, passwords, pass codes, audit controls, operating methods and procedures;

5.2.11. all results Reseller and End Users obtain from the Service;

5.2.12. the integrity and suitability of the Data unless the defect in the integrity or the suitability of the Data is due to any breach of any of Assurestor’s obligations under the Agreement;

5.2.13. its use of the Service Software unless any failure of the Service Software or adverse consequence of such use is due to any breach of any of Assurestor’s obligations under the Agreement;

5.2.14. all software and other proprietary materials that do not form part of the Service (including ensuring that they are appropriately licensed); and

5.2.15. the supply, operation, control and support of all other resources not included within the Service, including (but not limited to) ensuring that all Reseller Systems and End User Systems software are capable of running on the Platform.

6. Data protection

6.1. Assurestor shall apply the Data Security Measures to all Data.

6.2. The Data Processing Addendum is incorporated into the Agreement and shall apply to the processing of data in connection with the Agreement.

6.3. Each party shall comply with its obligations under the Data Processing Addendum and Data Protection Law when processing data in connection with the Agreement.

7. Confidentiality

7.1. Each party undertakes that it shall not disclose to any person any Confidential Information of the other party, except as permitted by Clause 7.2.

7.2. Each party may disclose the other party's Confidential Information:

7.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 7; and

7.2.2. as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

7.3. Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

7.4. Each party shall use the same degree of care to protect the confidentiality of the other party's Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care, and shall act in good faith at all times in relation to the other party's confidential information.

7.5. No obligations are imposed by this Clause 7 with respect to a party's Confidential Information if that Confidential Information:

7.5.1. is known to the other party before disclosure under the Agreement and is not subject to any other obligation of confidentiality;

7.5.2. is or becomes publicly known through no act or default of the other party;

7.5.3. is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality; or

7.5.4. is independently developed by the other party, which independent development can be shown by written evidence.

7.6. Upon termination of the Agreement, each party must immediately cease to use the other party's Confidential Information.

8. Warranties

8.1. Assurestor warrants to Reseller that:

8.1.1. Assurestor has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement;

8.1.2. the Service will perform substantially in accordance with the applicable Specification during the Subscription Term;

8.1.3. the Service will be free from Defects;

8.1.4. the Service will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs;

8.1.5. the Service will incorporate security features reflecting the requirements of good industry practice; and

8.1.6. the Service, when used by Reseller in accordance with the Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

8.2. If Assurestor reasonably determines, or any third party alleges, that the use of the Service by Reseller in accordance with the Agreement infringes any person's Intellectual Property Rights, Assurestor may at its own cost and expense:

8.2.1. modify the Service in such a way that they no longer infringe the relevant Intellectual Property Rights; or

8.2.2. procure for Reseller the right to use the Service in accordance with the Agreement.

8.3. Reseller warrants to Assurestor that:

8.3.1. it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement;

8.3.2. the Reseller Systems used by Reseller to access the Service are owned by or licensed to it and otherwise authorised and available for use on or with the Service; and

8.3.3. all Data is lawfully in the possession of, and lawfully made available by, Reseller.

8.4. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Reseller Service Terms. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

9. Acknowledgements and warranty limitations

9.1. Reseller acknowledges that:

9.1.1. complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Reseller Service Terms, Assurestor gives no warranty or representation that the Service will be wholly free from defects, errors and bugs;

9.1.2. complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Reseller Service Terms, Assurestor gives no warranty or representation that the Service will be entirely secure;

9.1.3. the Service is designed to be compatible only with the software and systems specified as compatible in the Specification; and Assurestor does not warrant or represent that the Service will be compatible with the Reseller Systems, End User Systems or any other software or systems;

9.1.4. Assurestor does not warrant or represent that the Service or the use of the Service by Reseller or End Users will not give rise to any legal liability on the part of Reseller, End Users or any other person; and

9.1.5. it is Reseller's responsibility to check whether the Service meets its requirements and End Users’ requirements; and Assurestor gives no warranty or representation that the Service will meet Reseller’s or End Users’ requirements.

9.2. Assurestor gives no warranty or representation in respect of the Third Party Software, and the warranties and representations given in Clause 8.1 shall not apply to the extent that they relate to the Third Party Software.

10. Indemnities

10.1. Reseller shall indemnify and keep indemnified Assurestor against any and all liabilities, losses, damages, expenses and costs (including without limitation legal costs and amounts reasonably paid in settlement of legal claims) suffered or incurred by Assurestor and arising directly or indirectly as a result of:

10.1.1. a claim by a third party that the Data infringes the Intellectual Property Rights or other legal rights of any person, or breaches the provisions of any law, statute or regulation; or

10.1.2. Reseller’s or any End User’s use of the Service in breach of the prohibitions set out in Clause 3.4,
(each a Reseller Indemnity Event).

10.2. Assurestor must:

10.2.1. upon becoming aware of an actual or potential Reseller Indemnity Event, notify Reseller;

10.2.2. provide to Reseller all such assistance as may be reasonably requested by Reseller in relation to the Reseller Indemnity Event;

10.2.3. allow Reseller the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Reseller Indemnity Event; and

10.2.4. not admit liability to any third party in connection with the Reseller Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Reseller Indemnity Event without the prior written consent of Reseller,
and Reseller’s obligation to indemnify Assurestor under Clause 10.1 shall not apply unless Assurestor complies with the requirements of this Clause 10.2.

10.3. Assurestor shall indemnify and keep indemnified Reseller against any and all liabilities, losses, damages, expenses and costs (including without limitation legal costs and amounts reasonably paid in settlement of legal claims) suffered or incurred by Reseller and arising directly or indirectly as a result of a claim by a third party that Reseller’s use of the Service in accordance with the Agreement infringes the Intellectual Property Rights of any third party, provided that Assurestor shall have no liability to indemnify Reseller if the alleged infringement is attributable to:

10.3.1. modification of the Platform or Service Software by anyone other than Assurestor;

10.3.2. Reseller’s or an End User's use of the Platform or Service Software contrary to any instructions given by Assurestor; or

10.3.3. the Third Party Software, provided that Assurestor has used the Third Party Software in compliance with the terms of its agreement with the Third Party Software provider for the provision of the Third Party Software,
(an Assurestor Indemnity Event).

10.4. Reseller must:

10.4.1. upon becoming aware of an actual or potential Assurestor Indemnity Event, notify Assurestor;

10.4.2. provide to Assurestor all such assistance as may be reasonably requested by Assurestor in relation to the Assurestor Indemnity Event;

10.4.3. allow Assurestor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Assurestor Indemnity Event;

10.4.4. not admit liability to any third party in connection with the Assurestor Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Assurestor Indemnity Event without the prior written consent of Assurestor; and

10.4.5. replace the allegedly infringing Service promptly upon Assurestor making available an alternative Service to Reseller and discontinue using the allegedly infringing Service upon receiving Assurestor’s notice to do so,

10.5. and Assurestor's obligation to indemnify Reseller under Clause 10.3 shall not apply unless Reseller complies with the requirements of this Clause 10.4.

10.6. The indemnity protection set out in this Clause 10 shall be subject to the limitations and exclusions of liability set out in these Reseller Service Terms.

11. Liability

11.1. Nothing in the Agreement shall limit or exclude any liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation or any other liability that cannot be limited or excluded under applicable law.

11.2. The limitations and exclusions of liability set out in this Clause 11 and elsewhere in the Agreement are subject to Clause 11.1 and govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.

11.3. Neither party shall be liable to the other in respect of:

11.3.1. loss of profit, sales, revenue, income or anticipated savings;

11.3.2. loss of or damage to goodwill;

11.3.3. loss of business, agreements, contracts or opportunities; or

11.3.4. any special, indirect or consequential loss or damage.

11.4. Assurestor shall not be liable to Reseller in respect of any loss arising out of:

11.4.1. Excused Downtime or any other Downtime caused directly or indirectly by any of the circumstances set out in Clause 3.2;

11.4.2. the Reseller Systems, End User Systems, Reseller’s or any End User’s standby facility, or any equipment, software, services, other resources, data, or storage media, used in or in the operation of the Reseller Systems, End User Systems or Reseller’s or any End User's business;

11.4.3. matters for which Reseller is solely responsible under Clause 5;

11.4.4. any losses arising out of a Force Majeure Event, including loss or corruption of any data, database or software resulting from damage to datacentres caused by a Force Majeure Event;

11.4.5. loss or corruption of any data, database or software where Reseller or an End User has chosen to store Data at a single Assurestor datacentre location, providing that this Clause 11.4.5 shall not protect Assurestor unless Assurestor has fully complied with its obligations under Clause 6.1;

11.4.6. the Service being unavailable to Reseller or any End User as a result of:

11.4.6.1. the Third Party Software being unavailable for any reason outside of Assurestor’s reasonable control; or

11.4.6.2. Assurestor’s right to use the Third Party Software being terminated for a reason other than Assurestor’s breach of its agreement with the Third Party Software provider.

11.5. The aggregate liability of Assurestor to Reseller under or in connection with the Agreement shall not exceed an amount equal to sum of all fees paid by Distributor to Assurestor in respect of Reseller’s use of the Service during the three (3) months preceding the event that gave rise to the liability.

12. Termination of the Agreement

12.1. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

12.1.1. the other party commits any material breach of the terms of the Agreement, and the breach is not remediable;

12.1.2. the other party commits a material breach of the terms of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

12.1.3. the other party has been unable to perform its obligations as a result of a Force Majeure Event for a continuous period of 30 days.

12.2. For the purposes of Clause 12.1, a material breach shall include any breach of the prohibitions in Clause 3.4 by Reseller or an End User and any breach of a party’s obligations under the Data Processing Addendum.

12.3. Reseller may terminate the Agreement by terminating the Distributor-Reseller Agreement or its subscription for the Service under the Distributor-Reseller Agreement.

12.4. The Agreement will terminate automatically on termination of the Distributor-Reseller Agreement or Reseller’s subscription for the Service under the Distributor-Reseller Agreement.

13. Effects of termination

13.1. On termination of the Agreement:

13.1.1. Reseller shall cease to use the Service and shall delete any Service Software installed on Reseller Systems or End User Systems in connection with the Service;

13.1.2. Reseller shall cease provision of the Reseller Services to End Users;

13.1.3. each party shall delete any Confidential Information of the other party in its possession;

13.1.4. Assurestor may, without notice to Reseller, delete or dispose of Data and other Reseller- and End User-related items in its possession including Reseller’s and End Users’ credentials and configuration documentation, without liability to Reseller; and

13.1.5. Reseller shall have no claim against Assurestor for compensation for loss of reseller rights, loss of goodwill or any similar loss.

13.2. On termination of the Agreement, the following clauses shall continue in force: Clause 1 (Definitions), Clause 3.6 (no access to software code), Clause 7 (Confidentiality), Clause 8 (Warranties), Clause 9 (Acknowledgements and warranty limitations), Clause 10 (Indemnities), Clause 11 (Liability), Clause 13 (Effects of termination), Clause 15 (Notices) and Clause 17 (Governing law and jurisdiction).

13.3. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

14. Force majeure

14.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.

14.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

14.2.1. promptly notify the other; and

14.2.2. inform the other of the period for which it is estimated that such failure or delay will continue.

14.3. A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

15. Notices

15.1. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and sent by email to the addresses set out in Clause 15.3.

15.2. Notices shall be deemed to be received at the time of the sending of the email, providing that:

15.2.1. the sending party retains written evidence that the email has been sent; and

15.2.2. if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

15.3. The email addresses for sending notices under the Agreement shall be:

15.3.1. for notices to Assurestor: notices@assurestor.com;

15.3.2. for notices to Reseller: all My2Cloud Portal users configured with the admin role.

15.4. The provisions of this Clause 15 shall not apply to the service of any proceedings or other documents in any legal action.

16. General

16.1. No agency or partnership. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, fiduciary or similar relationship between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

16.2. Subcontracting. Subject to any express restrictions elsewhere in the Agreement, each party may subcontract any of its obligations under the Agreement, provided that Assurestor complies with its obligations under the Data Processing Addendum in respect of sub-processors. Both parties shall remain responsible to each other for the performance of any subcontracted obligations, subject to the warranty and liability limitations and exclusions set out in the Agreement.

16.3. No waivers. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.

16.4. Severance. If a provision of the Agreement is determined by any court or other competent authority to be unlawful, invalid or otherwise unenforceable, that provision shall be deemed severed from the Agreement and the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

16.5. Assignment. Neither party may assign, transfer or otherwise or otherwise deal with its rights or obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, providing that Assurestor may assign the entirety of its rights and obligations under the Agreement to any Affiliate of Assurestor or to any successor to all or a substantial part of Assurestor’s business from time to time without Reseller’s consent. (For the purposes of this Clause 16.5, "Affiliate" means an entity that Controls, is Controlled by, or is under common Control with Assurestor, and "Control" means the legal power to control (directly or indirectly) the management of an entity.)

16.6. Third party rights. The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third parties by virtue of the Contracts (Rights of Third Parties) Act 1999 or any other method. The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

16.7. Entire agreement. The Agreement, including the Data Processing Addendum and all documents incorporated by reference into the Agreement constitutes the entire agreement and understanding between the parties in relation to the subject matter of the Agreement and supersedes and extinguishes all previous agreements, arrangements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies for any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

16.8. Conflict and precedence. In the event of a conflict between the provisions of these Reseller Service Terms relating to the processing of personal data and the Data Processing Addendum, the provisions of the Data Processing Addendum shall take precedence.

16.9. Variation. The Agreement may not be varied except in accordance with this Clause 16.9. The parties may vary the Agreement by means of a written document signed by the duly authorised representatives of the parties. Assurestor may vary the Agreement by notifying Reseller of the variation if it believes such variation to be necessary to ensure the legal compliance of either party or both parties (whether under law or contract) as a result of: (i) any changes made by a Third Party Software provider to Assurestor’s contract with that Third Party Software provider; or (ii) any changes or prospective changes to any applicable law that result or will result in either party or both parties not complying with applicable law in connection with the Agreement. On receipt of such a notice from Assurestor, Reseller may terminate the Agreement by giving at least 12 months’ written notice to Assurestor.

17. Governing law and jurisdiction

17.1. The Agreement, and any dispute or claim arising out of or in connection with it or 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.

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