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RDrive will confirm or decline each registration within 5 Business Days.",[],{"type":400,"number":745,"id":746,"content":747,"items":750},"7.4","clause-7-4",[748],{"t":395,"v":749},"A Reseller will price licences using the Price List. Any price below the Price List price needs RDrive’s written approval before the quote is sent.",[],{"type":400,"number":752,"id":753,"content":754,"items":757},"7.5","clause-7-5",[755],{"t":395,"v":756},"When a Customer accepts, the Reseller will upload to the CRM a copy of its quote or the Customer’s purchase order showing the Licence Sale Price and the payment schedule. Standard payment options in the Price List may be used without approval; any other payment schedule needs RDrive’s written approval.",[],{"type":400,"number":759,"id":760,"content":761,"items":764},"7.6","clause-7-6",[762],{"t":395,"v":763},"RDrive activates licences sold by a Reseller only for orders registered under this clause 7.",[],{"type":400,"number":766,"id":767,"content":768,"items":771},"7.7","clause-7-7",[769],{"t":395,"v":770},"Any dispute about a registration will be decided by RDrive’s Managing Director, whose decision is final.",[],{"number":773,"title":774,"titleText":776,"id":777,"blocks":778},"8",[775],{"t":395,"v":776},"Fees, invoicing and payment","section-8",[779,786,793,800,822,827,834,841,848,855,862,869,876,883,890],{"type":400,"number":780,"id":781,"content":782,"items":785},"8.1","clause-8-1",[783],{"t":395,"v":784},"A Reseller pays RDrive its share of the Licence Sale Price, as set out in the Partner Agreement, for every licence, renewal, extension and RPilot credit order it sells.",[],{"type":400,"number":787,"id":788,"content":789,"items":792},"8.2","clause-8-2",[790],{"t":395,"v":791},"RDrive invoices the Reseller on Licence Activation, for each later instalment in line with the registered payment schedule, and at each renewal. RDrive may combine amounts into a single invoice, such as one invoice per month. Each amount on a combined invoice is still due by its own deadline under clause 8.4.",[],{"type":400,"number":794,"id":795,"content":796,"items":799},"8.3","clause-8-3",[797],{"t":395,"v":798},"Any regional hosting uplift, and any charges for hosting outside RDrive’s standard network, are payable to RDrive in full and do not form part of the Licence Sale Price.",[],{"type":400,"number":801,"id":802,"content":803,"items":806},"8.4","clause-8-4",[804],{"t":395,"v":805},"The Reseller will pay each RDrive invoice within 14 days of receiving the corresponding payment from the Customer, and in any case by the Long-Stop Date. The Reseller does not have to pay an amount the Customer has not paid it, provided the Reseller has:",[807,812,817],{"label":644,"content":808,"id":811},[809],{"t":395,"v":810},"taken reasonable steps to collect it;","clause-8-4-a",{"label":650,"content":813,"id":816},[814],{"t":395,"v":815},"shown it as overdue in its monthly statement under clause 8.5; and","clause-8-4-b",{"label":656,"content":818,"id":821},[819],{"t":395,"v":820},"told RDrive in writing before the Long-Stop Date.","clause-8-4-c",{"type":823,"content":824},"paragraph",[825],{"t":395,"v":826},"If the Customer later pays that amount, the Reseller will pay RDrive within 14 days of receiving it.",{"type":400,"number":828,"id":829,"content":830,"items":833},"8.5","clause-8-5",[831],{"t":395,"v":832},"By the 10th Business Day of each month, the Reseller will send RDrive a statement showing, for each Customer, amounts invoiced, received and overdue.",[],{"type":400,"number":835,"id":836,"content":837,"items":840},"8.6","clause-8-6",[838],{"t":395,"v":839},"If a Customer has not paid the Reseller by the Long-Stop Date, RDrive may suspend that Customer’s access to the Software under clause 6.4 of the Licence Terms, after giving at least 10 days’ written notice to the Reseller and the Customer, until the amount is paid. RDrive will not suspend a Customer for an amount the Customer has paid to the Reseller.",[],{"type":400,"number":842,"id":843,"content":844,"items":847},"8.7","clause-8-7",[845],{"t":395,"v":846},"RDrive may set off any amount the Partner owes it against amounts RDrive owes the Partner.",[],{"type":400,"number":849,"id":850,"content":851,"items":854},"8.8","clause-8-8",[852],{"t":395,"v":853},"RDrive pays referral commission by the end of the month after the month in which it receives the Customer’s payment.",[],{"type":400,"number":856,"id":857,"content":858,"items":861},"8.9","clause-8-9",[859],{"t":395,"v":860},"All amounts are exclusive of VAT, GST and similar taxes. If the Partner is required by law to withhold tax from a payment, it will increase the payment so that RDrive receives the full amount it would have received without the withholding.",[],{"type":400,"number":863,"id":864,"content":865,"items":868},"8.10","clause-8-10",[866],{"t":395,"v":867},"RDrive may charge interest on overdue amounts at 8% per year from the due date until payment is received.",[],{"type":400,"number":870,"id":871,"content":872,"items":875},"8.11","clause-8-11",[873],{"t":395,"v":874},"The Partner will keep complete records of its sales of the Software for 3 years. RDrive may audit those records once a year on 10 Business Days’ notice.",[],{"type":400,"number":877,"id":878,"content":879,"items":882},"8.12","clause-8-12",[880],{"t":395,"v":881},"RDrive may change the Price List on 30 days’ notice. Changes apply to registrations made after they take effect; registered deals keep their price for their 60-day quote validity.",[],{"type":400,"number":884,"id":885,"content":886,"items":889},"8.13","clause-8-13",[887],{"t":395,"v":888},"Hosting on RDrive’s standard network is included in the licence fee for the licence term. RDrive’s standard hosting regions are listed in the knowledge base; hosting anywhere else needs a separate written arrangement.",[],{"type":400,"number":891,"id":892,"content":893,"items":896},"8.14","clause-8-14",[894],{"t":395,"v":895},"Consultancy, set-up and training that RDrive provides to the Partner are charged at Price List rates.",[],{"number":898,"title":899,"titleText":901,"id":902,"blocks":903},"9",[900],{"t":395,"v":901},"Support","section-9",[904,911,918],{"type":400,"number":905,"id":906,"content":907,"items":910},"9.1","clause-9-1",[908],{"t":395,"v":909},"A Reseller provides first-line support to its Customers.",[],{"type":400,"number":912,"id":913,"content":914,"items":917},"9.2","clause-9-2",[915],{"t":395,"v":916},"RDrive provides second-line support to the Partner through RDrive’s helpdesk, on the terms in Schedule 1 of the Licence Terms (Support).",[],{"type":400,"number":919,"id":920,"content":921,"items":924},"9.3","clause-9-3",[922],{"t":395,"v":923},"The Partner will not offer Customers any support commitment beyond RDrive’s support terms unless it delivers that commitment itself.",[],{"number":926,"title":927,"titleText":929,"id":930,"blocks":931},"10",[928],{"t":395,"v":929},"Enablement and systems access","section-10",[932,939,946,953,960,967],{"type":400,"number":933,"id":934,"content":935,"items":938},"10.1","clause-10-1",[936],{"t":395,"v":937},"RDrive provides the Partner with one named seat on each of its knowledge base, helpdesk, team messaging system and CRM, plus a demo system running RDrive’s standard demo data and a sandbox system. Additional seats are charged at Price List rates.",[],{"type":400,"number":940,"id":941,"content":942,"items":945},"10.2","clause-10-2",[943],{"t":395,"v":944},"Each seat is for a named individual and may not be shared. The Partner will tell RDrive within 5 Business Days when a named user leaves or no longer needs access, and RDrive will remove that access.",[],{"type":400,"number":947,"id":948,"content":949,"items":952},"10.3","clause-10-3",[950],{"t":395,"v":951},"All content in the Systems is RDrive’s Confidential Information. The Partner will not copy it out of the Systems except as needed to sell and support the Software.",[],{"type":400,"number":954,"id":955,"content":956,"items":959},"10.4","clause-10-4",[957],{"t":395,"v":958},"The demo and sandbox systems must not hold live Customer Data.",[],{"type":400,"number":961,"id":962,"content":963,"items":966},"10.5","clause-10-5",[964],{"t":395,"v":965},"RDrive may suspend access to the Systems for misuse. All access ends when the Agreement ends.",[],{"type":400,"number":968,"id":969,"content":970,"items":973},"10.6","clause-10-6",[971],{"t":395,"v":972},"The Partner will deliver its business plan within 30 days of the Effective Date. The parties will review performance against it at least once a year.",[],{"number":975,"title":976,"titleText":978,"id":979,"blocks":980},"11",[977],{"t":395,"v":978},"Data protection and security","section-11",[981,988,995,1040,1047],{"type":400,"number":982,"id":983,"content":984,"items":987},"11.1","clause-11-1",[985],{"t":395,"v":986},"RDrive processes Customer Data as set out in the Licence Terms. Where the Partner accesses Customer Data, it does so on RDrive’s behalf as RDrive’s sub-processor, and only to implement and support the Software for that Customer.",[],{"type":400,"number":989,"id":990,"content":991,"items":994},"11.2","clause-11-2",[992],{"t":395,"v":993},"The Partner will comply with all data protection laws that apply to it, including those listed for its Territory in Schedule 1. Where its Territory is not listed, the Partner will comply with the data protection laws in force there. RDrive updates Schedule 1 by publishing a new version of these Terms under clause 18.2.",[],{"type":400,"number":996,"id":997,"content":998,"items":1001},"11.3","clause-11-3",[999],{"t":395,"v":1000},"The Partner will:",[1002,1007,1012,1017,1022,1028,1034],{"label":644,"content":1003,"id":1006},[1004],{"t":395,"v":1005},"process Customer Data only on RDrive’s documented instructions, which include the Agreement;","clause-11-3-a",{"label":650,"content":1008,"id":1011},[1009],{"t":395,"v":1010},"access Customer Data only through named accounts in the Software;","clause-11-3-b",{"label":656,"content":1013,"id":1016},[1014],{"t":395,"v":1015},"not export, copy or store Customer Data outside the Software;","clause-11-3-c",{"label":662,"content":1018,"id":1021},[1019],{"t":395,"v":1020},"make sure its staff are bound by confidentiality and keep Customer Data confidential;","clause-11-3-d",{"label":1023,"content":1024,"id":1027},"(e)",[1025],{"t":395,"v":1026},"not engage any other sub-processor without RDrive’s prior written consent;","clause-11-3-e",{"label":1029,"content":1030,"id":1033},"(f)",[1031],{"t":395,"v":1032},"apply appropriate technical and organisational security measures, and follow RDrive’s reasonable security instructions; and","clause-11-3-f",{"label":1035,"content":1036,"id":1039},"(g)",[1037],{"t":395,"v":1038},"give RDrive reasonable assistance with data subject requests and regulatory enquiries.","clause-11-3-g",{"type":400,"number":1041,"id":1042,"content":1043,"items":1046},"11.4","clause-11-4",[1044],{"t":395,"v":1045},"The Partner will notify RDrive without undue delay, and in any case within 48 hours, of any actual or suspected unauthorised access to Customer Data, and will cooperate with RDrive’s response.",[],{"type":400,"number":1048,"id":1049,"content":1050,"items":1053},"11.5","clause-11-5",[1051],{"t":395,"v":1052},"When the Agreement ends, the Partner will return or delete, as RDrive directs, any Customer Data in its possession and confirm this in writing.",[],{"number":1055,"title":1056,"titleText":1058,"id":1059,"blocks":1060},"12",[1057],{"t":395,"v":1058},"Brand and marketing","section-12",[1061,1068,1075,1082],{"type":400,"number":1062,"id":1063,"content":1064,"items":1067},"12.1","clause-12-1",[1065],{"t":395,"v":1066},"While the Agreement continues, the Partner may describe itself as an Authorised RDrive Partner and use RDrive’s names and logos in line with RDrive’s brand guidelines.",[],{"type":400,"number":1069,"id":1070,"content":1071,"items":1074},"12.2","clause-12-2",[1072],{"t":395,"v":1073},"Any marketing material that names RDrive must use RDrive’s approved materials or be approved by RDrive in writing before use.",[],{"type":400,"number":1076,"id":1077,"content":1078,"items":1081},"12.3","clause-12-3",[1079],{"t":395,"v":1080},"RDrive may list the Partner on its website using details the Partner has approved for publication.",[],{"type":400,"number":1083,"id":1084,"content":1085,"items":1088},"12.4","clause-12-4",[1086],{"t":395,"v":1087},"The Partner will stop using RDrive’s names and logos when the Agreement ends.",[],{"number":1090,"title":1091,"titleText":1093,"id":1094,"blocks":1095},"13",[1092],{"t":395,"v":1093},"Confidentiality","section-13",[1096,1103,1110,1117],{"type":400,"number":1097,"id":1098,"content":1099,"items":1102},"13.1","clause-13-1",[1100],{"t":395,"v":1101},"Each party will keep the other party’s Confidential Information confidential and use it only for the purposes of the Agreement.",[],{"type":400,"number":1104,"id":1105,"content":1106,"items":1109},"13.2","clause-13-2",[1107],{"t":395,"v":1108},"A party may disclose Confidential Information to its employees and advisers who need to know it and are bound by equivalent obligations, or where required by law.",[],{"type":400,"number":1111,"id":1112,"content":1113,"items":1116},"13.3","clause-13-3",[1114],{"t":395,"v":1115},"Clause 13.1 does not apply to information that: (a) is or becomes public other than through a breach of the Agreement; (b) was lawfully known to the recipient before disclosure; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed.",[],{"type":400,"number":1118,"id":1119,"content":1120,"items":1123},"13.4","clause-13-4",[1121],{"t":395,"v":1122},"This clause 13 continues for 5 years after the Agreement ends, and indefinitely for trade secrets.",[],{"number":1125,"title":1126,"titleText":1128,"id":1129,"blocks":1130},"14",[1127],{"t":395,"v":1128},"Liability and indemnities","section-14",[1131,1138,1145,1152,1159,1166,1173],{"type":400,"number":1132,"id":1133,"content":1134,"items":1137},"14.1","clause-14-1",[1135],{"t":395,"v":1136},"Nothing in the Agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.",[],{"type":400,"number":1139,"id":1140,"content":1141,"items":1144},"14.2","clause-14-2",[1142],{"t":395,"v":1143},"Neither party is liable for any loss of profit, revenue, business or goodwill, or any indirect or consequential loss.",[],{"type":400,"number":1146,"id":1147,"content":1148,"items":1151},"14.3","clause-14-3",[1149],{"t":395,"v":1150},"Subject to clauses 14.1 and 14.7, each party’s total liability under or in connection with the Agreement is limited to the total amounts paid or payable by either party to the other under the Agreement in the 12 months before the event giving rise to the claim.",[],{"type":400,"number":1153,"id":1154,"content":1155,"items":1158},"14.4","clause-14-4",[1156],{"t":395,"v":1157},"RDrive will defend the Partner against any third-party claim that the Software infringes that third party’s Intellectual Property Rights, and pay damages finally awarded, provided the Partner notifies RDrive promptly, lets RDrive control the defence and cooperates. This does not apply to claims arising from modification of the Software by anyone other than RDrive or its combination with anything RDrive did not supply.",[],{"type":400,"number":1160,"id":1161,"content":1162,"items":1165},"14.5","clause-14-5",[1163],{"t":395,"v":1164},"If the Software is, or in RDrive’s opinion is likely to be, subject to a claim under clause 14.4, RDrive may: (a) obtain the right for the Partner and its Customers to continue using it; (b) modify or replace it so that it is non-infringing; or (c) if neither is reasonably possible, stop supplying the affected part of the Software. Clauses 14.4 and 14.5 are the Partner’s sole remedy for third-party infringement claims.",[],{"type":400,"number":1167,"id":1168,"content":1169,"items":1172},"14.6","clause-14-6",[1170],{"t":395,"v":1171},"The Partner will indemnify RDrive against all losses arising from: (a) any promise, warranty or term the Partner gives a Customer beyond the Customer Terms; (b) the Partner’s own services; and (c) the Partner’s breach of clauses 5, 11 or 15.",[],{"type":400,"number":1174,"id":1175,"content":1176,"items":1179},"14.7","clause-14-7",[1177],{"t":395,"v":1178},"The limit in clause 14.3 does not apply to amounts payable to RDrive under clause 8 or to the Partner’s indemnity in clause 14.6.",[],{"number":1181,"title":1182,"titleText":1184,"id":1185,"blocks":1186},"15",[1183],{"t":395,"v":1184},"Compliance","section-15",[1187,1194,1201],{"type":400,"number":1188,"id":1189,"content":1190,"items":1193},"15.1","clause-15-1",[1191],{"t":395,"v":1192},"The Partner will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, and will not offer, pay, request or accept any bribe, kickback or improper payment in connection with the Software. It will keep accurate records of its dealings with Customers and tell RDrive promptly if it suspects any breach of this clause 15.",[],{"type":400,"number":1195,"id":1196,"content":1197,"items":1200},"15.2","clause-15-2",[1198],{"t":395,"v":1199},"The Partner will comply with all applicable sanctions and export control laws, and will not sell or provide access to the Software to any person, entity or country subject to sanctions. If sanctions change, RDrive may suspend the affected Customer.",[],{"type":400,"number":1202,"id":1203,"content":1204,"items":1207},"15.3","clause-15-3",[1205],{"t":395,"v":1206},"RDrive may terminate the Agreement immediately by notice if the Partner breaches this clause 15.",[],{"number":1209,"title":1210,"titleText":1212,"id":1213,"blocks":1214},"16",[1211],{"t":395,"v":1212},"Term, termination and exit","section-16",[1215,1222,1244,1266,1298,1305,1312],{"type":400,"number":1216,"id":1217,"content":1218,"items":1221},"16.1","clause-16-1",[1219],{"t":395,"v":1220},"The Agreement starts on the Effective Date and continues for the Initial Term. It extends by a further year at a time if the Partner achieved at least 75% of the sales forecast in its business plan for the previous year and the parties agree a forecast for the coming year.",[],{"type":400,"number":1223,"id":1224,"content":1225,"items":1228},"16.2","clause-16-2",[1226],{"t":395,"v":1227},"Either party may terminate the Agreement by written notice:",[1229,1234,1239],{"label":644,"content":1230,"id":1233},[1231],{"t":395,"v":1232},"without cause, on 90 days’ notice by the Partner or 6 months’ notice by RDrive, but RDrive may not use this clause 16.2(a) to end the Agreement before the end of the Initial Term;","clause-16-2-a",{"label":650,"content":1235,"id":1238},[1236],{"t":395,"v":1237},"immediately if the other party commits a material breach that is not remedied within 30 days of notice; or","clause-16-2-b",{"label":656,"content":1240,"id":1243},[1241],{"t":395,"v":1242},"immediately if the other party becomes insolvent or ceases to trade.","clause-16-2-c",{"type":400,"number":1245,"id":1246,"content":1247,"items":1250},"16.3","clause-16-3",[1248],{"t":395,"v":1249},"RDrive may terminate the Agreement immediately by notice if:",[1251,1256,1261],{"label":644,"content":1252,"id":1255},[1253],{"t":395,"v":1254},"the Partner undergoes a change of control without RDrive’s prior written consent;","clause-16-3-a",{"label":650,"content":1257,"id":1260},[1258],{"t":395,"v":1259},"any amount the Partner owes RDrive remains unpaid 30 days after its Long-Stop Date; or","clause-16-3-b",{"label":656,"content":1262,"id":1265},[1263],{"t":395,"v":1264},"the Partner breaches clause 15.","clause-16-3-c",{"type":400,"number":1267,"id":1268,"content":1269,"items":1272},"16.4","clause-16-4",[1270],{"t":395,"v":1271},"When the Agreement ends, for any reason:",[1273,1278,1283,1288,1293],{"label":644,"content":1274,"id":1277},[1275],{"t":395,"v":1276},"Customers’ licences continue under the Customer Terms and their data is unaffected;","clause-16-4-a",{"label":650,"content":1279,"id":1282},[1280],{"t":395,"v":1281},"RDrive will contact each Customer and take over support, or transfer it to another partner;","clause-16-4-b",{"label":656,"content":1284,"id":1287},[1285],{"t":395,"v":1286},"the Partner will hand over open support tickets, project notes and Customer contacts within 10 Business Days;","clause-16-4-c",{"label":662,"content":1289,"id":1292},[1290],{"t":395,"v":1291},"all access to the Systems and to Customer systems ends; and","clause-16-4-d",{"label":1023,"content":1294,"id":1297},[1295],{"t":395,"v":1296},"the Partner will return or delete RDrive’s materials and Confidential Information and confirm this in writing.","clause-16-4-e",{"type":400,"number":1299,"id":1300,"content":1301,"items":1304},"16.5","clause-16-5",[1302],{"t":395,"v":1303},"Amounts for licences activated before the Agreement ends remain payable under clause 8. If a Reseller fails to pay RDrive’s share for a Customer that has not yet paid the Reseller, RDrive may invoice that Customer directly. RDrive invoices renewals after the end date directly.",[],{"type":400,"number":1306,"id":1307,"content":1308,"items":1311},"16.6","clause-16-6",[1309],{"t":395,"v":1310},"If RDrive terminates without cause under clause 16.2(a), or the parties end the Agreement by mutual agreement, RDrive will pay the Partner, on renewals by its Customers during the 12 months after the end date: (a) for a Referral Partner, the referral commission; and (b) for a Reseller, the amount it would have kept had it sold the renewal, calculated using the price RDrive charges for the renewal and the revenue share in the Partner Agreement. These amounts are paid as set out in clause 8.8. Nothing is payable under this clause if the Agreement ends because of the Partner’s breach, or because the Partner did not achieve 75% of its business plan forecast.",[],{"type":400,"number":1313,"id":1314,"content":1315,"items":1318},"16.7","clause-16-7",[1316],{"t":395,"v":1317},"Clauses 4, 8, 11, 13, 14, 16, 18 and 19 survive the end of the Agreement.",[],{"number":1320,"title":1321,"titleText":1323,"id":1324,"blocks":1325},"17",[1322],{"t":395,"v":1323},"Force majeure","section-17",[1326,1337],{"type":400,"number":1327,"id":1328,"content":1329,"items":1336},"17.1","clause-17-1",[1330,1332,1334],{"t":395,"v":1331},"Neither party is liable for any delay or failure to perform its obligations (other than payment) caused by an event beyond its reasonable control (a ",{"t":407,"v":1333},"“Force Majeure Event”",{"t":395,"v":1335},"), including fire, flood, natural disaster, epidemic, war, terrorism, civil unrest, government action, and failure of power, internet, telecommunications or third-party hosting services. The affected party must notify the other party promptly and use reasonable efforts to reduce the effect of the Force Majeure Event.",[],{"type":400,"number":1338,"id":1339,"content":1340,"items":1343},"17.2","clause-17-2",[1341],{"t":395,"v":1342},"If a Force Majeure Event continues for more than 30 days, either party may terminate the Agreement by written notice.",[],{"number":1345,"title":1346,"titleText":1348,"id":1349,"blocks":1350},"18",[1347],{"t":395,"v":1348},"General","section-18",[1351,1360,1369,1378,1387,1396,1405],{"type":400,"number":1352,"id":1353,"content":1354,"items":1359},"18.1","clause-18-1",[1355,1357],{"t":407,"v":1356},"Assignment.",{"t":395,"v":1358}," The Partner may not assign, transfer or subcontract any of its rights or obligations without RDrive’s prior written consent. RDrive may assign the Agreement to any company in its group.",[],{"type":400,"number":1361,"id":1362,"content":1363,"items":1368},"18.2","clause-18-2",[1364,1366],{"t":407,"v":1365},"Updates to these Terms.",{"t":395,"v":1367}," RDrive may update these Terms by publishing a new dated version and giving the Partner 30 days’ notice. If an update materially disadvantages the Partner, the Partner may terminate the Agreement by notice before the update takes effect.",[],{"type":400,"number":1370,"id":1371,"content":1372,"items":1377},"18.3","clause-18-3",[1373,1375],{"t":407,"v":1374},"Notices.",{"t":395,"v":1376}," Notices must be in writing and sent by email to the contacts in the Partner Agreement, or as later notified. All communications under the Agreement are in English.",[],{"type":400,"number":1379,"id":1380,"content":1381,"items":1386},"18.4","clause-18-4",[1382,1384],{"t":407,"v":1383},"Relationship.",{"t":395,"v":1385}," Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties. The Partner is not RDrive’s agent.",[],{"type":400,"number":1388,"id":1389,"content":1390,"items":1395},"18.5","clause-18-5",[1391,1393],{"t":407,"v":1392},"Entire agreement.",{"t":395,"v":1394}," The Agreement is the entire agreement between the parties about its subject matter and supersedes all earlier agreements, discussions and representations about it.",[],{"type":400,"number":1397,"id":1398,"content":1399,"items":1404},"18.6","clause-18-6",[1400,1402],{"t":407,"v":1401},"Severability.",{"t":395,"v":1403}," If any provision is found invalid, the rest of the Agreement continues in effect.",[],{"type":400,"number":1406,"id":1407,"content":1408,"items":1413},"18.7","clause-18-7",[1409,1411],{"t":407,"v":1410},"Waiver.",{"t":395,"v":1412}," A failure to enforce a right is not a waiver of it.",[],{"number":1415,"title":1416,"titleText":1418,"id":1419,"blocks":1420},"19",[1417],{"t":395,"v":1418},"Governing law and disputes","section-19",[1421,1428],{"type":400,"number":1422,"id":1423,"content":1424,"items":1427},"19.1","clause-19-1",[1425],{"t":395,"v":1426},"The governing law and dispute resolution provisions in the Partner Agreement apply.",[],{"type":400,"number":1429,"id":1430,"content":1431,"items":1434},"19.2","clause-19-2",[1432],{"t":395,"v":1433},"If the Partner Agreement does not state them, the Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by the law of England and Wales and will be finally resolved by arbitration under the LCIA Arbitration Rules, which are incorporated by reference into this clause. There will be one arbitrator, the seat of arbitration will be London, and the language of the arbitration will be English.",[],{"schedule":1436,"id":1437,"heading":1438,"intro":1439,"sections":1590},1,"schedule-1","Schedule 1 — Data protection laws",[1440],{"type":1441,"head":1442,"rows":1449},"table",[1443,1446],[1444],{"t":395,"v":1445},"Territory",[1447],{"t":395,"v":1448},"Law",[1450,1457,1464,1471,1478,1485,1492,1499,1506,1513,1520,1527,1534,1541,1548,1555,1562,1569,1576,1583],[1451,1454],[1452],{"t":395,"v":1453},"Australia",[1455],{"t":395,"v":1456},"Privacy Act 1988 (Cth)",[1458,1461],[1459],{"t":395,"v":1460},"Brazil",[1462],{"t":395,"v":1463},"Lei Geral de Proteção de Dados Pessoais (Law No. 13,709\u002F2018)",[1465,1468],[1466],{"t":395,"v":1467},"European Union, including Italy, France, the Netherlands and Poland",[1469],{"t":395,"v":1470},"General Data Protection Regulation (EU) 2016\u002F679 and the national laws that supplement it",[1472,1475],[1473],{"t":395,"v":1474},"Hong Kong SAR",[1476],{"t":395,"v":1477},"Personal Data (Privacy) Ordinance (Cap. 486)",[1479,1482],[1480],{"t":395,"v":1481},"India",[1483],{"t":395,"v":1484},"Digital Personal Data Protection Act 2023",[1486,1489],[1487],{"t":395,"v":1488},"Indonesia",[1490],{"t":395,"v":1491},"Law No. 27 of 2022 on Personal Data Protection",[1493,1496],[1494],{"t":395,"v":1495},"Japan",[1497],{"t":395,"v":1498},"Act on the Protection of Personal Information",[1500,1503],[1501],{"t":395,"v":1502},"Malaysia",[1504],{"t":395,"v":1505},"Personal Data Protection Act 2010",[1507,1510],[1508],{"t":395,"v":1509},"Mainland China",[1511],{"t":395,"v":1512},"Personal Information Protection Law",[1514,1517],[1515],{"t":395,"v":1516},"New Zealand",[1518],{"t":395,"v":1519},"Privacy Act 2020",[1521,1524],[1522],{"t":395,"v":1523},"Philippines",[1525],{"t":395,"v":1526},"Data Privacy Act of 2012",[1528,1531],[1529],{"t":395,"v":1530},"Qatar",[1532],{"t":395,"v":1533},"Law No. 13 of 2016 on Personal Data Privacy Protection",[1535,1538],[1536],{"t":395,"v":1537},"Saudi Arabia",[1539],{"t":395,"v":1540},"Personal Data Protection Law",[1542,1545],[1543],{"t":395,"v":1544},"Singapore",[1546],{"t":395,"v":1547},"Personal Data Protection Act 2012",[1549,1552],[1550],{"t":395,"v":1551},"South Africa",[1553],{"t":395,"v":1554},"Protection of Personal Information Act 4 of 2013",[1556,1559],[1557],{"t":395,"v":1558},"Taiwan",[1560],{"t":395,"v":1561},"Personal Data Protection Act",[1563,1566],[1564],{"t":395,"v":1565},"Thailand",[1567],{"t":395,"v":1568},"Personal Data Protection Act B.E. 2562 (2019)",[1570,1573],[1571],{"t":395,"v":1572},"United Arab Emirates",[1574],{"t":395,"v":1575},"Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, or in the DIFC or ADGM, their own data protection law",[1577,1580],[1578],{"t":395,"v":1579},"United Kingdom",[1581],{"t":395,"v":1582},"UK General Data Protection Regulation and Data Protection Act 2018",[1584,1587],[1585],{"t":395,"v":1586},"Vietnam",[1588],{"t":395,"v":1589},"Law on Personal Data Protection (Law No. 91\u002F2025\u002FQH15)",[],1792745357713]