Terms and Conditions

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                                        PURCHASE TERMS AND CONDITIONS

This Agreement ("Agreement") is made and entered into as of [Date], by and between Anonymiz Ltd ("Company"), having its principal place of business at [Company Address], and [Customer Name] ("Customer"), having its principal place of business at [Customer Address].

1. Definitions

· "Software" refers to the software products developed and sold by the Company, as specified in the quotation and order form.

· "Services" refers to the support and maintenance services provided by the Company in connection with the Software.

· "Agreement Term" refers to the period during which this Agreement is in effect.

2. License Grant and Restrictions

· The Company grants the Customer a non-exclusive, non-transferable licence to use the Software solely for their internal business purposes.

· The Software licence is provided only to the Customer and cannot be sublicensed, assigned, or transferred to any third party without the prior written consent of the Company.

· The Customer shall not copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law.

3. Non-Disclosure Agreement (NDA)

· Both parties agree to keep confidential any proprietary information disclosed during the term of this Agreement, including but not limited to software code, business plans, financial information, and customer data ("Confidential Information").

· Each party agrees not to use any Confidential Information of the other party for any purpose other than as necessary to fulfil its obligations under this Agreement.

· This obligation of confidentiality shall remain in effect for a period of five (5) years after the termination of this Agreement.

4. Responsibilities of the Company

· The Company is responsible for providing the Software as described in the relevant quotation and order form.

· The Company will provide technical support and maintenance services as specified in the service level agreement (SLA).

· The Company warrants that the Software will substantially conform to the specifications set forth in the documentation. However, the Company does not guarantee that the Software will be error-free or operate without interruption.

· The Company is not responsible for any damages resulting from unauthorised use or modification of the Software by the Customer.

5. Responsibilities of the Customer

· The Customer is responsible for ensuring their systems meet the minimum requirements for the Software as specified by the Company.

· The Customer must use the Software in compliance with all applicable laws and regulations.

· The Customer must not reverse engineer, decompile, or disassemble the Software, nor allow any third party to do so.

· The Customer must provide accurate and up-to-date information as required by the Company for the provision of the Software and Services.

6. Payment Terms

· Payment for the Software and Services is due in full upon receipt of the invoice, and the Software will not be released to the Customer until full payment has been received unless otherwise agreed in writing by both parties.

· All invoices must be paid within fourteen (14) days of the invoice date via Bankers' Automated Clearing Services (BACS).

· Late payments will incur interest at a rate of 1.5% per month on the outstanding balance.

· The Customer is responsible for all taxes, duties, and charges imposed by any governmental authority related to the Software and Services, excluding taxes based on the Company's income.

7. Automatic Renewal and Cancellation

· This Agreement will automatically renew for successive one-year terms unless either party provides written notice of cancellation at least sixty (60) days prior to the end of the current term.

· If notice of cancellation is not given at least sixty (60) days prior to the end of the term, the Agreement will renew automatically.

· Upon cancellation or termination of this Agreement, the Customer must cease all use of the Software and destroy all copies in their possession.

8. Marketing and Branding

· The Customer agrees that the Company may use the Customer's name and logo for partnership marketing purposes, including but not limited to promotional materials, websites, and presentations.

9. Breach of Contract

· If either party breaches any term of this Agreement, the non-breaching party may terminate this Agreement by providing thirty (30) days written notice, provided the breach is not cured within such notice period.

· In the event of a breach, the breaching party shall be liable for any damages, losses, or expenses incurred by the non-breaching party as a result of the breach.

· Termination due to breach shall not relieve the breaching party of its obligations and liabilities accrued prior to the date of termination.

10. Limitation of Liability

· The Company shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with this Agreement, even if the Company has been advised of the possibility of such damages.

· The Company's total liability for any claim arising out of or relating to this Agreement shall not exceed the amount paid by the Customer for the Software in the twelve (12) months preceding the claim.

11. Governing Law

· This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

· Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Miscellaneous

· This Agreement, together with any quotations, order forms, and service level agreements, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to its subject matter.

· Any amendments to this Agreement must be in writing and signed by both parties.

· If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

· The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.