Terms and Conditions | Reward Logic

These Online Terms and Conditions (Terms) apply to your business use of:

the website at https://rewardlogicsystems.com and any subdomains operated by Reward Logic Ltd (Site), and
the software as a service platform and related services made available by Reward Logic Ltd (Services).

By accessing the Site, creating an Account or clicking "I agree" or similar in connection with a business or professional activity, you agree to be bound by these Terms, which form a legally binding contract between you and us.

If you are entering into these Terms on behalf of a company, partnership, organisation or other legal entity, you represent and warrant that you have full authority to bind that entity. References to you or Customer are to that entity. The Services and Site are provided solely for business and professional use, and not for consumers acting outside their trade, business, craft or profession. You confirm that you are not acting as a consumer and waive any rights that may otherwise apply solely to consumers under applicable law.

If you have a separate signed Master SaaS Subscription Agreement (MSA) or similar written agreement with us that expressly governs your use of the Services, that agreement (together with any applicable Order Form and the documents incorporated into it in accordance with its order of precedence) will prevail over these Terms to the extent of any conflict in relation to the Services covered by it. These Terms will continue to apply to any use of the Site and any use of the Services that is not expressly governed by such MSA.

1. Parties and definitions

1.1 These Terms are between:

Reward Logic Ltd, a company incorporated in England and Wales with registered number 16637100 and registered office at 71A Broxholm Road, London, England SE27 0BJ (we, us or our), and
the person or entity accepting these Terms in the course of its trade, business or profession (you or Customer).

1.2 In these Terms:

Acceptable Use Policy means our acceptable use policy as updated from time to time and available at https://www.rewardlogicsystems.com/acceptable-use-policy;
Account means the online account you register to access and use the Services;
Authorised Users means your employees, workers, contractors or other individuals whom you permit to access and use the Services under your Account and who use the Services solely for your internal business purposes;
Confidential Information means any confidential business, technical, financial or commercial information disclosed by one party to the other that is marked as confidential or would reasonably be understood as confidential, including information about the Services, the Documentation, Customer Data, Our Materials, our security practices and the Fees;
Customer Data means any data, information or material that you or your Authorised Users submit to or store in the Services, but excluding Our Materials and Derived Data;
Data Protection Laws means all applicable data protection and privacy laws and regulations in any jurisdiction in which Personal Data is Processed under these Terms, including, where applicable, the UK GDPR, the Data Protection Act 2018, the EU General Data Protection Regulation (EU) 2016/679, and any local implementing or supplementary legislation, as each may be amended or replaced from time to time;
Derived Data means data or information created by or on our behalf that is derived from Processing Customer Data and that is anonymised or aggregated so that it does not identify any individual or you and cannot reasonably be re-identified;
Documentation means our user guides and documentation for the Services, as updated from time to time;
Fees means the fees, charges and any other amounts payable for the Services, as set out on the Site, in any applicable online order flow or in a separate Order or Order Form agreed with you, in each case as updated from time to time in accordance with these Terms;
Order means an order you place for a subscription to the Services through the Site, an in-app purchase flow or a separate order document that references these Terms or the MSA;
Order Form means an order form, statement of work or similar ordering document agreed between you and us that sets out the Services, subscription metrics, Subscription Term and Fees, and that references these Terms or the MSA;
Personal Data, Controller, Processor, Data Subject, Process and Processing have the meanings given in the applicable Data Protection Laws;
Services means the software as a service offering identified on the Site and in any Order or Order Form, including associated hosting and support, but excluding any third-party applications, products or services;
Subscription Term means the initial subscription period and any renewal periods for your subscription, as set out in your Order or Order Form;
UK GDPR means the retained EU law version of the General Data Protection Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland;
Our Materials means the Site, the Services, the Documentation and any underlying software, templates, models, data schemas, algorithms, designs, know-how and other materials or technology (including Derived Data) provided or made available by us or on our behalf in connection with the Services, but excluding Customer Data;
Virus means any software, code, file or programme which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, or which may prevent, impair or adversely affect access to or the operation of any programme or data, including worms, Trojan horses and similar items.

1.3 Words such as including, include and in particular are illustrative and do not limit the generality of the preceding words.

2. Scope of these Terms

2.1 These Terms govern, in a business-to-business context only:

your use of the Site as a visitor or registered user, and
your access to and use of the Services under any Order or Order Form that references these Terms or the MSA, whether ordered via the Site, in-app or through any other ordering process we permit.

2.2 Additional documents that form part of and are incorporated by reference into these Terms are:

our Privacy Notice, available at https://www.rewardlogicsystems.com/privacy-policy, as updated from time to time,
our Acceptable Use Policy, available at https://www.rewardlogicsystems.com/acceptable-use-policy, as updated from time to time,
our Data Processing Addendum, available at https://www.rewardlogicsystems.com/data-processing-addendum, where we Process Personal Data as your Processor, which is hereby incorporated by reference, and
our Service Level Agreement, available at https://www.rewardlogicsystems.com/service-level-agreement, which is hereby incorporated by reference if and to the extent that we commit to specific service levels in an Order or Order Form that expressly refers to the Service Level Agreement.

2.3 If you have signed a separate written MSA with us that expressly governs your use of the Services, then, in relation to the Services covered by that MSA and any related Order Forms, the terms of the documents forming part of the agreement for those Services shall, in the event of any conflict or inconsistency, apply in the following order of precedence (in descending order of priority), to the extent expressly stated to apply:

the main body of the applicable Order Form (excluding any Customer purchase order terms);
the MSA (excluding any schedules);
the schedules to the MSA (including any service level agreement, data processing addendum and acceptable use policy forming part of the MSA) and any Online Terms or policies (including these Terms, any other online terms and conditions for the Services and any SLA, DPA, AUP or other policies made available at a URL) referenced in the MSA, in an Order Form or on our website, but only to the extent expressly stated to apply; and
the Documentation and any other non-contractual materials on our website.

Any pre-printed, standard or additional terms set out or referred to in any Customer purchase order, confirmation, portal or other document (including any terms accompanying a purchase order number) are of no effect and do not form part of the agreement, even if we process such purchase order or otherwise refer to its number. To the extent of any conflict between these Terms (including the documents referred to in clause 2.2) and the MSA or an applicable Order Form, the MSA or that Order Form (as applicable) will prevail in respect of the Services covered by it. These Terms will continue to apply to your use of the Site and any use of the Services that is not expressly governed by a signed MSA or Order Form.

3. Account registration

3.1 To use the Services, you must create an Account for business use and provide accurate, current and complete information about your organisation and Authorised Users. You must keep your Account details (including billing and contact information) up to date at all times.

3.2 You are responsible for:

keeping your login credentials confidential, and
all activities that occur under your Account, whether authorised by you or not.

3.3 You must notify us promptly if you become aware of any unauthorised use of your Account or any other breach of security.

4. Orders, subscription term and renewals

4.1 By placing an Order through the Site, in app or by signing an Order Form or other order document that references these Terms or the MSA, you are offering to enter into a binding contract for a subscription to the Services described in that Order.

4.2 We may accept or reject any Order at our discretion. An Order is accepted when we confirm acceptance by email, by making the Services available to you or by countersigning an Order Form or other order document.

4.3 Each accepted Order forms a separate contract between you and us that incorporates these Terms (or, where applicable, the MSA) and the relevant Order or Order Form.

4.4 Unless stated otherwise in the Order:

your subscription will commence on the start date stated in the Order, or if none is stated, on the date we first make the Services available to you, and will continue for the initial Subscription Term set out in the Order, and
at the end of the initial Subscription Term, your subscription will automatically renew for successive periods of twelve months (each a renewal Subscription Term), unless either party gives the other not less than sixty days written notice before the end of the then current Subscription Term that it does not wish to renew.

4.5 If you do not wish to renew, you must give notice in accordance with clause 4.4. Changes to or cancellation of your subscription during a Subscription Term (including reductions in usage, Authorised Users or functionality, or any early termination by you other than as expressly permitted under these Terms or the MSA) will not entitle you to any refund or credit of Fees (including any prepaid or minimum commitment Fees), unless expressly stated in these Terms or agreed by us in writing.

5. Access rights and acceptable use

5.1 Subject to your payment of the Fees and compliance with these Terms, the Acceptable Use Policy and the applicable Order or Order Form, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right for the Subscription Term to:

access and use the Services, and
permit Authorised Users to access and use the Services,

for your internal business purposes only, within any quantitative or qualitative usage limits specified in your Order or Order Form. You must not exceed any such usage limits except as expressly agreed in writing or as permitted under any overage or uplift mechanism described in the applicable Order or Order Form.

5.2 You must ensure that all Authorised Users comply with these Terms and the Acceptable Use Policy. You are responsible for all use of the Services under your Account.

5.3 You must not, and must ensure that Authorised Users do not:

use the Services in any way that breaches the Acceptable Use Policy or any applicable law or regulation,
share login details between more than one individual or otherwise permit any person other than an Authorised User to access the Services under your Account,
access or use the Services to build or assist in building a competing product or service or for benchmarking or competitive analysis, except as required by applicable law,
copy, modify, create derivative works from, frame or mirror any part of the Services or Documentation, except as permitted in the Documentation or expressly authorised by us in writing,
reverse engineer, decompile or disassemble any part of the Services, except to the extent you cannot be prohibited from doing so under applicable law,
interfere with or disrupt the integrity or performance of the Services or the data contained in them, or perform or attempt to perform any penetration testing, vulnerability scanning or load testing without our prior written consent, or
attempt to circumvent any usage limits, security or access controls.

5.4 We may, without liability to you and without prejudice to our other rights and remedies, suspend, throttle, rate-limit or otherwise restrict access to the Services (in whole or in part), or remove, disable access to or modify any content, where we reasonably believe that:

there has been, or is likely to be, a breach of these Terms, the Acceptable Use Policy or applicable law,
your or any Authorised User's use of the Services is abusive, creates an excessive or unusually high load on the Services or our systems, or otherwise adversely affects the Services or our other customers, or
such action is necessary or desirable to protect the security, integrity, availability or performance of the Services, our systems or any data, or to comply with law or with a request of a regulatory or supervisory authority.

Where lawful and practicable, we will give you prior notice of any suspension or restriction and will act reasonably in the scope and duration of any measures taken. Any suspension or restriction under this clause 5.4 does not relieve you of your obligation to pay any Fees in accordance with clause 7 and clause 14.3.

6. Customer responsibilities

6.1 You are responsible for:

configuring your own systems and network to access the Services,
ensuring your systems and network meet any minimum requirements set out in the Documentation,
ensuring that Customer Data is accurate, complete, lawful and free from any Virus or other malicious code, and
obtaining and maintaining any consents, permissions, notices or authorisations needed to submit Customer Data to the Services and to allow us to Process it in accordance with these Terms, the Data Processing Addendum and applicable law,
promptly providing us with all cooperation, information and assistance reasonably required for the provision of the Services,
ensuring that your use of the Site and the Services (and the use by your Authorised Users), and your submission and Processing of Customer Data, comply at all times with all applicable laws, regulations and regulatory or industry rules in each jurisdiction in which you or your Authorised Users access or use the Services or in which you make the Services available (including any local employment, consumer, professional, financial services, export control, sanctions and data protection laws), and
ensuring that you do not use, export, re-export or transfer the Services in breach of any applicable export control, trade or economic sanctions laws or other governmental restrictions.

6.2 You acknowledge that our ability to provide the Services (including to meet any applicable service levels under the SLA) depends on you meeting your responsibilities. We are not liable for delays, failures or degradations in providing the Services caused by your failure to do so.

7. Fees and payment

7.1 You must pay the Fees for the Services as set out in the applicable Order or Order Form, in the MSA (if any) or as otherwise stated on the Site or in the online order flow, in each case as updated from time to time in accordance with these Terms.

7.2 Unless expressly stated otherwise:

Fees are payable in advance for each Subscription Term or billing period,
we will charge or invoice you on or shortly after the start of the Subscription Term and on each renewal, and
you must pay all invoices within thirty days of the invoice date and may not withhold, set off or deduct any amounts, except to the extent required by law.

7.3 All Fees are exclusive of value added tax, sales tax, goods and services tax and any other applicable taxes, duties or governmental charges, which will be added to our invoices at the appropriate rate where applicable.

7.4 If any undisputed Fees are overdue, we may:

charge interest on the overdue amount at four per cent per annum above the base rate of Barclays Bank plc (or, if higher, the statutory rate applicable in the relevant jurisdiction) from time to time, from the due date until payment, and
suspend access to the Services on giving you at least ten days prior written notice, without prejudice to our other rights and remedies (including the right to recover our reasonable costs of collection and enforcement).

7.5 We may increase the Fees for any renewal Subscription Term by giving you at least sixty days prior written notice or such other period as may be specified in the relevant Order Form. If you do not agree to the increase, you may choose not to renew by giving notice in accordance with clause 4.4.

8. Data protection and privacy

8.1 Each party will comply with its obligations under applicable Data Protection Laws in relation to any Personal Data Processed under or in connection with these Terms.

8.2 Our Privacy Notice, available at https://www.rewardlogicsystems.com/privacy-policy, explains how we handle Personal Data as a Controller when you use the Site or the Services, including where we determine the purposes and means of such Processing for our own legitimate business purposes.

8.3 To the extent we Process Personal Data in Customer Data as your Processor:

you are the Controller and we are the Processor, and
the Data Processing Addendum at https://www.rewardlogicsystems.com/data-processing-addendum applies, and its terms are incorporated into these Terms. The Data Processing Addendum sets out, among other things, details of the Processing, our security measures, rules for engaging sub processors and provisions for international Personal Data transfers.

8.4 You confirm that you have all necessary rights, consents, notices and lawful bases to submit Customer Data (including Personal Data) to the Services and to allow us to Process it as described in these Terms, the Data Processing Addendum and the Privacy Notice, and that you have provided all necessary information to Data Subjects.

9. Intellectual property and Customer Data

9.1 All intellectual property rights (including copyright, database rights, trademarks, design rights, patents and rights in know how) in and to Our Materials are and will remain owned by us or our licensors. Except for the limited rights expressly granted in these Terms, we do not grant you any rights to or in any of Our Materials, Derived Data or any intellectual property owned by us or our licensors. Nothing in these Terms transfers any ownership of intellectual property rights between the parties.

9.2 You retain all rights in Customer Data. You grant us a non-exclusive, worldwide, royalty free licence for the Subscription Term to host, store, transmit, display, back up and otherwise Process Customer Data as necessary to:

provide, maintain, secure and support the Services to you and your Authorised Users,
prevent or address service, security or technical issues, and
exercise our rights and perform our obligations under these Terms and any applicable Order or Order Form.

9.3 You grant us a perpetual, irrevocable, worldwide, royalty free licence to use Customer Data in anonymised or aggregated form to create Derived Data, including statistical, analytical or benchmarking data, that does not identify you or any individual and cannot reasonably be re-identified. We may use such Derived Data during and after the Subscription Term, in any and all territories, for any lawful purpose, including analytics, research, industry insights, machine learning and product improvement, provided that we do so in compliance with applicable law and without identifying you or any individual.

9.4 You are responsible for ensuring that your submission and use of Customer Data, and your and your Authorised Users' use of the Services, do not infringe any third-party rights (including intellectual property, confidentiality and privacy rights) or breach any applicable law or regulation in any jurisdiction in which the Services are accessed, used or made available.

10. Confidentiality

10.1 Each party must keep the other party's Confidential Information confidential and must not disclose it except:

to its employees, contractors, professional advisers and Affiliates who need to know it for the purposes of these Terms and who are bound by confidentiality obligations at least as strict as those in these Terms, or
as required by law, a court or regulatory or supervisory authority, provided that, where lawful and practicable, the receiving party gives the disclosing party reasonable notice of the requirement.

10.2 Confidential Information does not include information that:

is or becomes public other than through a breach of these Terms,
was lawfully known to the receiving party before disclosure,
is lawfully received from a third party without restriction, or
is independently developed without use of or reference to the disclosing party's Confidential Information.

10.3 These confidentiality obligations survive termination of these Terms for five years.

11. Service levels and support

11.1 If we agree to service level commitments, they are set out in our Service Level Agreement at https://www.rewardlogicsystems.com/service-level-agreement, or in your Order or Order Form, each of which is incorporated by reference into these Terms to the extent, and only to the extent, expressly stated in the relevant Order or Order Form.

11.2 We will provide reasonable support for the Services during our standard support hours as described on the Site, in the Documentation or in the SLA.

11.3 You acknowledge that:

the Services may be unavailable during planned maintenance windows, and
we may carry out emergency maintenance where necessary. We will, where practicable, give you reasonable notice.

11.4 To the extent that the SLA or an Order or Order Form entitles you to service credits or other credits or adjustments in respect of any failure to meet service levels or availability targets, such service credits or other credits or adjustments:

are your sole and exclusive remedy (and our entire liability) for any failure to meet the applicable service levels, including any failure to meet availability targets, response or resolution times or other performance commitments under the SLA, the Services or these Terms, and
are subject to, and count towards, the limitations and exclusions of liability set out in clause 13 (including the overall liability cap).

12. Warranties and disclaimers

12.1 We warrant that:

we have the right and authority to enter into these Terms and to provide the Services, and
the Services will be provided with reasonable skill and care and will perform in all material respects in accordance with the Documentation when used in accordance with these Terms and the Documentation.

12.2 If the Services fail to conform to the warranty in clause 12.1(b), your exclusive remedy is for us to use reasonable efforts to correct the non-conformity or provide a workaround that materially achieves the same result. If we cannot remedy the issue within a reasonable time, you may terminate your subscription for the affected Services and receive a refund of any pre-paid Fees for the period after termination for those affected Services.

12.3 The warranty in clause 12.1 does not apply to any non-conformity caused by:

your use of the Services contrary to the Documentation or our instructions,
modification of the Services by anyone other than us, or
use of the Services in combination with any software, hardware or data not provided or approved by us.

12.4 Except as expressly stated in these Terms:

all warranties, conditions and other terms implied by law, statute, custom or otherwise (including any implied terms relating to satisfactory quality, fitness for a particular purpose or correspondence with description) are excluded to the fullest extent permitted, and
the Services, the Site and the Documentation are provided on an "as is" and "as available" basis. We do not warrant that your use of the Services will be uninterrupted, error free or free from Viruses, or that the Services will meet your specific requirements or achieve any particular results.

13. Limitation of liability

13.1 Nothing in these Terms limits or excludes either party's liability for:

death or personal injury caused by its negligence,
fraud or fraudulent misrepresentation, or
any other liability that cannot be limited or excluded under applicable law.

13.2 Subject to clause 13.1:

neither party will be liable to the other for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of opportunity, loss or corruption of data, loss of goodwill, or any indirect or consequential loss or damage, in each case arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and
our total aggregate liability to you arising out of or in connection with these Terms and any Orders, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in any twelve month period will be limited to an amount equal to the total Fees actually paid by you to us under the relevant Order in the twelve month period immediately preceding the date on which the first claim in that twelve month period arose, and any service credits or other credits or adjustments applied or due under the SLA or any Order or Order Form will be taken into account in calculating (and will not increase) that cap.

13.3 You acknowledge that the Fees have been set with reference to the limitations and exclusions of liability in these Terms, which form an essential part of the bargain between us.

14. Suspension and termination

14.1 We may suspend or restrict access to the Services, in whole or in part, if:

any undisputed Fees remain unpaid after the due date and are not paid within ten days after we give you written notice,
we reasonably believe that your use of the Services or any Customer Data breaches these Terms, the Acceptable Use Policy or applicable law, or
we are required to do so by law or by a regulatory or supervisory authority, or it is necessary or desirable to protect the security, integrity, availability or performance of the Services, our systems or any data (including in response to actual or suspected security incidents, abusive or excessive use or denial-of-service-type activity),

and in each case we will limit the suspension or restriction to what we reasonably consider necessary in the circumstances. Any suspension or restriction under this clause 14.1 does not relieve you of your obligation to pay any Fees in accordance with clause 7 and clause 14.3.

14.2 Either party may terminate your subscription and any affected Orders immediately on written notice if:

the other party commits a material breach of these Terms which, if remediable, is not remedied within thirty days after written notice specifying the breach, or
the other party becomes insolvent, enters into liquidation, has a receiver, trustee or administrator appointed over any of its assets, enters into a composition or arrangement with its creditors, or ceases or threatens to cease to carry on business.

14.3 On termination or expiry of your subscription for any reason:

your and your Authorised Users' right to access and use the Services will immediately cease, and
you must pay all Fees due up to the date of termination and, where applicable, for the remainder of the then-current Subscription Term to the extent committed in the applicable Order or Order Form. All Fees (including any recurring Fees or minimum commitments) are non-cancelable and non-refundable, and suspension, throttling, restriction or termination of the Services in accordance with these Terms does not entitle you to any refund or credit of Fees, except to the limited extent expressly provided in clause 12.2 or otherwise expressly stated in these Terms or the MSA where applicable.

14.4 For thirty days after termination or expiry of your subscription, you may export Customer Data from the Services in a commonly used, machine readable format made available by us. After this period, we may delete or anonymise Customer Data in accordance with our data retention policies and the Data Processing Addendum, except where we are required to retain it by law or to establish, exercise or defend legal claims.

15. Changes to these Terms and to the Services

15.1 We may update these Terms from time to time, for example to reflect changes in law, regulations, best practice, our organisational structure or our Services. If we make material changes, we will notify you by email or through the Services or the Site.

15.2 The updated Terms will take effect:

for new customers, immediately on publication, and
for existing customers, on the start of the next renewal Subscription Term or thirty days after notice, whichever is earlier.

If you do not agree to the updated Terms, you may choose not to renew your subscription by giving notice in accordance with clause 4.4.

15.3 We may change, improve or update the Services from time to time, including adding or removing features and functions. We will not materially reduce the overall functionality of the Services during a Subscription Term without giving you reasonable notice, unless required by law or to address a security, legal or performance issue.

16. General

16.1 Entire agreement. These Terms, together with any Orders, Order Forms, the MSA (if any) and the documents referenced in them (including the Online Terms referred to in clause 2.2), constitute the entire agreement between you and us regarding the Services and the Site and supersede all prior agreements, understandings and arrangements relating to their subject matter.

16.2 Third party rights. No person other than you and us has any right to enforce any term of these Terms under the Contracts (Rights of Third Parties) Act 1999.

16.3 Assignment. You may not assign, transfer or dispose of any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to an Affiliate or in connection with a merger, acquisition, corporate reorganisation, sale of assets or similar transaction, provided that such assignment does not materially adversely affect your rights under these Terms.

16.4 Severance. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, and if such modification is not possible, that provision will be deleted and the remaining provisions will continue in full force and effect.

16.5 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and us.

16.6 Force majeure. We are not liable for any delay or failure to perform any obligation under these Terms to the extent caused by an event beyond our reasonable control. Our obligations affected by such an event will be suspended for the duration of the event.

16.7 Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non contractual disputes or claims) are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

16.8 Name and logo use. You grant us a non‑exclusive, royalty‑free licence to use your name and logo on our Site and in our marketing materials solely to identify you as a customer of the Services. We will comply with any reasonable brand guidelines you provide. You may withdraw this permission at any time by giving us written notice, in which case we will use reasonable efforts to remove your name and logo from new marketing materials within a reasonable period.

16.9 Trial and beta features. From time to time, we may make certain Services or features available to you on a trial, pilot, proof of concept, beta or other pre‑release basis (Trial Features). Your use of Trial Features is at your sole discretion and risk. Trial Features are provided free of charge or at reduced Fees, are for evaluation only, may be modified or discontinued at any time and are provided "as is" without any warranties or service level commitments. The SLA does not apply to Trial Features unless expressly stated in an Order or Order Form. To the fullest extent permitted by law, our aggregate liability arising from or in connection with any Trial Features (including any use of pre‑release functionality) will not exceed £1,000 in total, and any such liability will be subject to the exclusions in clause 13.2(a).

16.10 Export controls and sanctions. You acknowledge that the Services may be subject to export control, trade and economic sanctions laws and regulations of the United Kingdom, the European Union, the United States and other jurisdictions (Export Control Laws). You must not access, use, export, re‑export, transfer or make available the Services or any related technical data or software (a) to any country, territory, person or entity that is the target of comprehensive sanctions or an asset freeze under Export Control Laws, or (b) for any purpose prohibited under Export Control Laws (including in connection with weapons of mass destruction, military end use or human rights abuses). You represent and warrant that neither you nor any person or entity that owns or controls you is listed on, or owned or controlled by any person listed on, any applicable sanctions or restricted parties list. You must promptly notify us if you become aware that you or your use of the Services is or may become subject to any restrictions under Export Control Laws. We may suspend or terminate access to the Services immediately if we reasonably believe that your use of the Services breaches this clause 16.10 or causes us to be in breach of Export Control Laws.