Terms of Business
Terms of Business
The General Terms, all Schedules and any privacy related documents executed by the parties (collectively, this “Agreement”) form a contract between you and Anova. This Agreement governs your subscription to, and use of, Anova’s website and other related applications or services (together, the “Services”).
Anova is a product owned by Marbral Advisory Limited, which is a private limited company registered in Jersey, No 54395. The registered office of Marbral Advisory Limited is at 9 Bond Street, St Helier, Jersey, JE2 3NP. For the purposes of this Agreement, Anova is a trading name for Marbral Advisory Limited.
In this Agreement, a reference to:
Anova, we, us or our means Anova as a trading name for Marbral Advisory Limited
the Customer, you or your means the entity or person indicated in the relevant section of the Schedule;
Customer Data means any content or data that you or your Users submit or transfer to Anova using the Services (including personal data or survey responses);
Data Protection Legislation means the Data Protection (Jersey) Law 2018, the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any other data protection legislation as may be applicable from time-to-time;
Effective Date means the date that the Customer signs the Schedule;
Reports means any reports or analysis generated through the Anova platform or other output of the Services;
Service Improvement means work carried out by Anova to improve the Services, including work in respect of benchmarking, text analytics, linkage analysis, attrition prediction, algorithm improvements, comment translation and the development and provision of additional services and functionality;
Schedule means an order form that sets forth the Anova products that are being licensed by Customer;
Subscription Term means the length of time set forth on a Schedule for which you agree to use and pay for the Services;
Term means the length of time beginning on the Effective Date and ending on the last day of a then current Subscription Term (that has not been renewed); and
Users means any person or entity to whom you provide access to our Services, including any administrators or managers of your account or survey respondents.
Reference to the singular includes the plural and vice versa, and reference to the masculine includes the feminine and vice versa.
1.1 ANOVA SERVICES
During the Term, we will provide you with the worldwide (subject to applicable export and import laws and regulations), non-exclusive, limited, non-transferable (except pursuant to a permitted assignee under these General Terms), royalty-free right for its Users to access and use the Services as described in your Schedule(s). You may order additional services at any time by contacting our team. We will invoice you for any additional services you order after the start of the Term at the time those additional Services are ordered.
1.2 CHANGES TO SERVICES
We continually update and improve our Services. Anova may alter the Services at any time without prior notice and without your consent. We will provide you with reasonable prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. If we do make a change that results in a material decrease in functionality, you may terminate your Subscription under clause
1.3 SUSPENSION OF SERVICES
We may limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency). If Anova limits or suspends the Services, we will give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.
We may suspend your access to or use of the Services following thirty (30) days’ written notice if Customer is in material breach of this Agreement or any Schedule (including but not limited to Customer’s failure to pay Anova the fees for the Services as set forth in a Schedule).
2 Fees and Payments
2.1 FEES FOR SERVICES
Anova Services are billed on a subscription basis (Subscription), and you will be billed as set forth in the Schedule (Billing Cycle).
You agree to pay Anova any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Schedule. Except as indicated in this Agreement or required by law, fees paid by you are not refundable.
2.2 USER INCREASES
If your use of the Services during a Billing Cycle exceeds the User limit indicated in the Schedule, we may charge you for the additional Users on a pro rata basis for the remainder of that Billing Cycle as well as any additional Billing Cycles.
2.3 AUTOMATIC RENEWAL
Your Subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with 28 days’ written notice prior to the expiry of the current Subscription Term for that Service.
Any automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the next Subscription Term.
Payment terms are set forth on the Schedule (or if not set forth on the Schedule, payment terms are 30 days) and all undisputed payments will be paid by Customer within the time period set forth on the Schedule. You agree to keep your billing and billing contact information current and accurate.
Overdue payments may incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue, from the date that the relevant payment was due until that payment has been received. You will be responsible for all reasonable expenses (including lawyers’ fees) incurred by Anova in collecting such overdue amounts, except where:
(a) the overdue amounts are due to Anova’s billing inaccuracies; or
(b) you have sought to resolve a dispute using the dispute resolution process in clause 13.1 and that process is still active.
Unless stated otherwise in the Schedule, all fees for Services exclude sales tax, GST, VAT, or other similar taxes. Except for any income taxes payable by Anova, you are responsible for all other taxes or duties payable under applicable law relating to the Services provided under this Agreement, including any penalties or interest. If Anova is required to collect or pay any taxes on your behalf, we will invoice you for those taxes unless you provide us with valid evidence that no tax should be invoiced.
3 Data Protection
We will comply with data protection legislation in Jersey.
In the course of using the Services, you or your Users may transfer to us Customer Data containing personal data (including special category data). You agree and consent to the use, transfer, processing, and storage of this data in accordance with this Agreement and any applicable Data Protection legislation.
You specifically consent to and acknowledge that any collecting, processing and disclosing of personal information in relation to our provision of the Services may involve (i) the collecting and processing of personal data and/or special category data belonging to your Users and (ii) the transfer of information, accordance with applicable laws, both to, from and within the EEA (such term including Jersey), including transferring information to jurisdictions where data protection laws may be weaker than those within the EEA.
If you or your Users are based in the European Union while using our Services, we will process any personal information as a data processor on your behalf. In this case, you will be considered to be the data controller of the personal information as defined in Article 4(7) of the EU General Data Protection Regulation 2016/679 (GDPR)) and nothing in this Agreement relieves you of any responsibility or liabilities under any Data Protection Laws.
Under no circumstances will Anova (or any other entity in the Anova and/or Marbral Advisory Limited group be deemed a data controller with respect to Customer Data under any relevant Data Protection Legislation.
You shall obtain such consents as may be necessary from your directors, officers, employees and any other individuals for the collecting, processing and disclosure of information relating to such persons as referred to above and comply with all Data Protection Laws in connection with the processing of relevant data, the Services and the exercise and performance of your respective rights and obligations under this Agreement, including maintaining all relevant regulatory registrations and notifications as may be required under Data Protection Laws.
Anova will store and process Customer Data in a manner consistent with industry security standards. Anova has implemented technical, organisational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Customer Data and to mitigate the risk of unauthorised access to or use of Customer Data.
3.3 DISASTER RECOVERY
Anova will retain backup copies of Customer Data made in the ordinary course of business by Anova, for the purpose of enabling appropriate disaster recovery practices. Despite any other term in this Agreement, Anova will retain these backups for a period of up to 90 days from the time that each backup copy is generated. Thereafter, Customer agrees and acknowledges that Customer Data will be irretrievably deleted from backups.
4.1 CONFIDENTIAL INFORMATION DEFINITION
In this Agreement, Confidential Information means any information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with the use of the Services that is marked confidential or would reasonably be considered as confidential under the circumstances. Customer Data is the Customer’s Confidential Information. Confidential Information does not include any information that:
is or becomes public through no fault of the Recipient;
the Recipient already lawfully knew;
was rightfully given to the Recipient by a third party free of any confidentiality duties or obligations; or
was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.
4.2 CONFIDENTIALITY OBLIGATIONS
The Recipient must:
protect the Discloser’s Confidential Information using commercially reasonable efforts and no less than the same efforts it uses to protect its own Confidential Information;
not disclose the Discloser’s Confidential Information, except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who need to know it and who have agreed in writing to keep it confidential;
only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement; and
ensure that its affiliates, employees, directors, contractors, agents, and professional advisors only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement.
4.3 COMPELLED DISCLOSURE
The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, but only after it, if permitted by law:
uses commercially reasonable efforts to notify the Discloser in writing;
gives the Discloser the opportunity to challenge the requirement to disclose; and
cooperates with the Discloser if the Discloser seeks an appropriate protective order.
If the Recipient is unable to notify the Discloser before Compelled Disclosure is required, it will notify the Discloser immediately after the Compelled Disclosure has been made (to the extent this is not prohibited by law, regulation or court order).
4.4 NON-DISCLOSURE AGREEMENTS
The provisions of this clause 4 will supersede any non-disclosure agreement between the Parties and such agreement will have no further force or effect.
5 Intellectual Property
5.1 INTELLECTUAL PROPERTY RIGHTS DEFINITION
In this Agreement, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trademarks, service marks, domain names, good will and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognised under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.
5.2 CUSTOMER INTELLECTUAL PROPERTY RIGHTS
You retain all ownership and Intellectual Property Rights to Customer Data. Anova does not claim ownership over any Customer Data. This Agreement does not grant us any licences or rights to Customer Data except for the licences granted in clauses 5.3 and 5.4 below, or as otherwise required for us to provide the Services to you or your Users.
5.3 LICENCE FOR SERVICES
For the Term of this Agreement, you grant Anova a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, or archive Customer Data for the purposes of providing the Services to you as contemplated by this Agreement.
Subject to the receipt of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use any Reports which you can (and are authorised to) export through the functionality of the Services for your internal purposes (in each case subject to any Confidentiality Notices).
5.4 LICENCE FOR SERVICE IMPROVEMENT
You grant Anova a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise use Customer Data for the purposes of Service Improvement and creating de-identified aggregated data (“Data Sets”). Data Sets may be made publicly available and may be used after termination of this Agreement provided that such Data Sets cannot directly or indirectly identify the Customer or its Users.
5.5 CUSTOMER DATA REVIEW
You acknowledge that, in order to ensure compliance with legal obligations, Anova may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates this Agreement (such as when unlawful conduct or content is reported to us). We may also prevent access to or refuse to display content that we reasonably believe violates the law or this Agreement. However, Anova otherwise has no obligations to monitor or review any content submitted to the Services by you or any other person.
5.6 CUSTOMER FEEDBACK
If you provide us with any feedback associated with the Services, Anova may use that feedback without any obligation to you.
5.7 CUSTOMER LISTS
Anova may identify you (by name and logo) as an Anova customer in promotional materials or during promotional events. If you do not want your name and/or logo to be used in this way, please contact our team.
5.8 ANOVA INTELLECTUAL PROPERTY RIGHTS
Nothing in this Agreement or from your use of the Services grants you:
ownership in the Services or the content (including Reports) you access through the Services (other than Customer Data); and
any right to use any Anova trademarks or other Intellectual Property Rights contained in our brand identity.
Anova will continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g., dashboard data or Reports), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant you any other licenses, express or implied, to any of our intellectual property including software, services, or products.
You acknowledge that the Anova platform is the property of Anova and we expressly reserve copyright/intellectual property rights in any solution or advice provided to you/your Users. Solutions and advice that we provide is only to be used by you/your Users for the specific purpose for which it was provided and you/your Users shall not, without our prior written consent, use such a solution or advice in any way or for any other purpose, nor shall you/your Users duplicate, amend, vary or adapt the solution or advice in any way or allow any third party to use the solution or advice, except as shall be agreed in writing between the parties.
5.9 PLATFORM SUB-PROCESSORS
You agree that Anova and the third-party service providers that are utilised by Anova to assist in providing the Services to you have the right to access your account and to use, modify, reproduce, distribute, display and disclose Customer Data to the extent necessary to provide or improve or deliver the Services, including, without limitation, in response to your or your Users’ support requests. Anova will be responsible for all acts and omissions of its sub-processors.
Any third-party service providers utilised by Anova will only be given access to your account and Customer Data as is reasonably necessary to provide the Services and will be subject to: (i) confidentiality obligations which are substantially consistent with the standards described in this Agreement; and (ii) their agreement to comply with the data transfer restrictions applicable to personal information as set forth in this Agreement.
6 Account Management
6.1 ACCOUNT SECURITY AND ACCESS
You are responsible for safeguarding any passwords or other credentials used to access your account. Administrator or manager accounts may not be shared and may only be used by one individual per account. You are responsible for any activity occurring in your account (other than activity that Anova is directly responsible for and is not performed in accordance with your instructions), whether or not you authorised that activity. If you become aware of any unauthorised access to, or use of, your account, you should immediately notify our team.
6.2 CUSTOMER SYSTEMS
You are responsible for maintaining and updating your operating systems, Internet browsers, anti-virus software, or other software that you or your Users use to access and use the Services.
7 Customer Obligations
7.1 LEGAL COMPLIANCE
You must use the Services in compliance with, and only as permitted by, your internal company rules and any applicable law. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You must not use the Services in a way that would subject Anova to any industry-specific regulations (for example, the Children’s Online Privacy Protection Act, the Payment Card Industry Data Security Standard or the Health Insurance Portability and Accountability Act). You acknowledge and agree that we are not responsible for any liabilities arising from your violation of this restriction.
7.2 UNACCEPTABLE USES
You are responsible for your conduct and the conduct of your Users. You must ensure that you and your Users do not:
misuse the Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide;
circumvent or attempt to circumvent any limitations that Anova imposes on your account (such as any User limits in a Schedule);
probe, scan, or test the vulnerability of any Anova system or network, unless with prior written authorisation of Anova;
decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reconstruct, identify or discover any source code, algorithms, underlying ideas or underlying user interface techniques in the Services or any of the software used to provide the Services, or attempt to do so;
directly or indirectly identify a User contrary to the terms of any Confidentiality Notice or other privacy setting, or attempt to do so;
transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services;
engage in abusive or excessive use of the Services, which is usage significantly in excess of average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Services for other customers and their users. Anova will use reasonable efforts to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Anova;
use the Services to infringe the Intellectual Property Rights of others, or to commit any unlawful activity;
attempt to circumvent any license, timing or use restrictions that are built into the Services; or
unless authorised in writing by Anova, lend, resell, lease or sublicense or otherwise use the Services for the benefit of a third party.
ensure that your Users comply with clause 7.2;
obtain any consents required from each User to allow you and the administrators or managers of your account to engage in the activities contemplated by this Agreement, as required by applicable law;
obtain any consents required from each User to allow Anova to provide the Services, as required by applicable law; and
not provide any person under the age of 16 with access to the Services, unless otherwise permitted by applicable law.
7.4 SUSPENSION OF USERS
If a User breaches any subsection of clause 7.2 or otherwise uses the Services in a manner that Anova reasonably believes will cause Anova liability or disrupt others’ use of the Services, then Anova may request that you suspend or close the applicable User account until the breach has been cured or the use in such manner has stopped. If you fail to comply with such request, then Anova may suspend or close the applicable User account.
7.5 CODE OF CONDUCT
Anova will provide all Services under this Agreement in accordance with its Code of Conduct.
8.1 TERMINATION AT END OF SUBSCRIPTION TERM
If your Schedule states that your Subscription will not auto-renew, then your Subscription will terminate at the end of the Subscription Term for that particular Service with no further action required by you.
8.2 TERMINATION FOR CAUSE
Each party may suspend performance or terminate this Agreement if the other party:
is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; or
ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
In addition, Anova may immediately terminate this Agreement if: (i) any payment owed by you to Anova is more than 30 days overdue; or (ii) Customer breaches clause 7.2.
8.3 TERMINATION FOR MATERIAL DECREASE IN FUNCTIONALITY
If we make a change to the Services resulting in an overall material decrease in functionality of the Services, you may terminate this Agreement immediately by providing notice to Anova. Upon receiving notice of termination from you, Anova will provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of this Agreement.
8.4 CONSEQUENCES OF TERMINATION
If this Agreement is terminated:
by you due to breach by Anova, we will provide you with a pro rata refund for any fees prepaid by you applicable to the period following the termination of this Agreement; or
by Anova due to breach by you, we will bill you, and you will pay, for any accrued but unbilled fees for the Subscription Term, and you will remain liable to pay any invoices outstanding on the termination date.
In no event will expiration or termination of this Agreement relieve you of any fees payable for the period prior to the date of termination.
The following clauses will survive the termination of this Agreement: 2, 3.3, 3.4, 4, 5.3, 5.4, 8, 10, 11, 13 and 14.
Each party represents and warrants that it:
has full power and authority to enter into this Agreement; and
will comply with all laws and regulations applicable to its provision or use of the Services.
10.1 BY CUSTOMER
To the maximum extent permitted by law, you will indemnify, defend, and hold harmless Anova and its affiliates from and against all actions, proceedings, claims, demands, liabilities, damages, and costs (including settlement costs and reasonable lawyers’ fees) arising out of a third-party claim regarding or in connection with:
Customer Data (including claims of Intellectual Property Rights infringement); and
your or your User’s breach of clause 7.2.
10.2 BY ANOVA
Anova will indemnify, defend, and hold you harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third-party claim that the technology used to provide the Services to you infringes any Intellectual Property Rights of such third party; provided however, that Anova will not have any obligations or liability under this clause arising from:
use of any Services in a modified form or in combination with materials not furnished or authorised by Anova;
any content or data provided by you, your Users, or any third parties; or
designs or specifications provided to Anova by Customer that caused such claim.
10.3 POTENTIAL INFRINGEMENT
If we believe the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then we may:
obtain the right for you, at our expense, to continue using the Services;
provide a non-infringing functionally equivalent replacement; or
modify the Services so that they no longer infringe.
If we do not believe that the options above are commercially reasonable, then we may suspend or terminate your use of the impacted Services and provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of such Services.
10.4 INDEMNITY PROCEDURES
A party seeking indemnification under this Agreement will promptly notify the other party of the claim and cooperate with the other party in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defence, except that:
any settlement requiring the indemnified party to admit liability or to pay any money will require that party’s prior written consent (such consent not to be unreasonably withheld or delayed); and
the indemnified party may join in the defence with its own counsel at its own expense.
Nothing in this Agreement will restrict or limit a party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under Clauses 10.1 and 10.2. The indemnities in this Agreement are a party’s sole and exclusive remedy under this Agreement for violation by the other party of a third party’s Intellectual Property Rights.
11 Disclaimers and Limitations of Liability
Except as expressly provided in this Agreement and to the extent permitted by applicable law, neither party makes any warranties of any kind, express, implied, statutory, or otherwise, including those of merchantability, fitness for a particular purpose, and non-infringement. Anova provides the services on an “as is” basis and, except as expressly provided in this Agreement and to the extent permitted by applicable law, we make no representations regarding the availability, reliability, or accuracy of the Services or any portion thereof, or regarding any Customer Data or other content associated with your account.
11.2 EXCLUSION OF LIABILITY
To the extent permitted by applicable law, neither party will be liable for any lost profits, business interruption, replacement Services or any indirect, consequential, special, incidental, punitive, or exemplary damages arising out of or in connection with this Agreement, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose, and regardless of the theory of liability.
11.3 LIMITATION OF LIABILITY
To the extent permitted by applicable law, the aggregate liability of either party arising out of or in connection with this Agreement will not exceed the total amounts paid or payable by you to Anova under this Agreement during the 12 months prior to the event giving rise to the liability or claim.
11.4 EXCEPTIONS TO LIMITATIONS
Clause 11.3 (Limitation of liability) does not apply to each party’s indemnification obligations set forth in clauses 10.1 and 10.2.
12.1 AGREEMENT AMENDMENTS
Anova may amend this Agreement from time to time and the most current version will be posted on Anova’s website. If an amendment is material, as determined in Anova’s reasonable discretion, we will notify the Customer contact by email or when they next log in to your account. Except in the case of an amendment being made to satisfy legal requirements, we will provide you with advance notice of material amendments.
If an amendment has a material adverse impact on the data privacy or security of your Customer Data and you do not agree to the amendment, you may terminate the Agreement by notifying our team within 30 days of receiving notice of the amendment or date of publication of the updated version (otherwise, you will have been deemed to have consented to the amendment).
The terms and conditions of the updated version of this Agreement shall apply to all existing Schedules and new Schedules following the date of publication of the updated version.
12.2 OTHER AMENDMENTS
Any amendment to this Agreement that is not made to the current version displayed on our website, must be in writing, signed by you and Anova, and must expressly state that it is amending this Agreement.
13 Dispute Resolution, Governing Law and arbitration
13.1 DISPUTE RESOLUTION
Before commencing any form of litigation, including court proceedings, professional mediation or arbitration, each party agrees to:
give the other party notice of the dispute and its nature;
give the other party the opportunity to remedy any breach of this Agreement within 30 days; and
hold good faith negotiations with the other party to settle the disputed matter.
13.2 GOVERNING LAW
The Schedules, Services and any relevant interaction between both parties (including before any contract is made) shall be governed by and construed in accordance with the laws of Jersey and you agree to submit to the non-exclusive jurisdiction of the courts of Jersey in relation to any claim, dispute or difference arising under or in connection with the Schedules, the Services or any such interaction.
If any dispute or difference shall arise between the parties (including concerning the Schedules, Services or the Agreement) then if the same cannot be settled amicably it shall be referred to the arbitration of a single arbitrator to be agreed by you and Anova or in default of agreement to be appointed by the President for the time being of the Law Society of Jersey. The costs of any such arbitration shall be in the discretion of the arbitrator whose award will be considered and taken by both parties as final and binding.
Each clause or term of this Agreement constitutes a separate and independent provision. If any of the provisions of the Agreement are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.
Nothing in this Agreement prevents a party from seeking a temporary restraining order, injunction, or other equitable relief in relation to a breach (or attempted breach) of this Agreement by the other party.
14 Other Terms
Neither party may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld). However, both parties may assign this Agreement without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganisation or consolidation, or the sale of all or substantially all of the party’s assets or its business to which the subject matter of this Agreement relates. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any other attempt to transfer or assign this Agreement or any rights or obligations under this Agreement are void.
14.2 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between you and Anova and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. If Customer requests Anova to reference a purchase order (PO# ), Customer acknowledges and agrees that any reference to a purchase order in a Schedule or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of Services to Customer following receipt of any purchase order will be deemed an acknowledgement of or agreement to any terms or conditions associated with any such purchase order or in any way be deemed to modify, alter, supersede or supplement this Agreement. The terms and conditions of this Agreement are the exclusive agreement of the Customer and Anova with respect to the subject matter of this Agreement and no other terms or conditions will be binding upon Anova or otherwise have any force or effect.
14.3 FORCE MAJEURE
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, pandemic, health emergency or general internet disturbance) that was beyond the party’s reasonable control (except for payment of any money owed).
14.4 INDEPENDENT CONTRACTORS
The relationship between the parties is that of independent contractors, and not legal partners, employees, or agents of each other.
The use of the terms includes, including, such as and similar terms, will be deemed not to limit what else might be included.
14.6 NO WAIVER
A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.
All notices must be in writing and will be deemed given when:
verified by written receipt, if sent by postal mail with verification of receipt service or courier;
received, if sent by mail without verification of receipt; or
when verified by automated receipt or electronic logs if sent by email.
Notices to Anova must be sent to Anova, Marbral Advisory Limited, 9 Bond Street, St Helier, Jersey, JE2 3NP. Notices to you may be sent to the email address associated with the Customer contact details in the Schedule and/or the administrator of your account. You must keep the contact details associated with your account current and accurate by notifying Anova’s team when your contact details change. You may grant approvals, permission, extensions, and consents by email.
To the extent any conflict exists between the documents that constitute this Agreement, the order of precedence will be: Schedule and General Terms.
If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed from this Agreement and the remaining terms will remain in full effect.
14.10 THIRD PARTY BENEFICIARIES
There are no third-party beneficiaries to this Agreement. Your Users are not third-party beneficiaries to your rights under this Agreement.