Riskpoint Ltd
These are the Terms and Conditions for Riskpoint Ltd, a company incorporated in Scotland with registration number SC892200 and having its registered office at Suite 2, Ground Floor Orchard Brae House, 30 Queensferry Road, Edinburgh, United Kingdom, EH4 2HS (“Riskpoint”) in relation to its Platform Services (as defined below).
These Terms and Conditions together with the Services Confirmation form the agreement between Riskpoint and the Customer for the Platform Services ("Agreement").
The following definitions apply to these Terms and Conditions:
Affiliate: means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
AI Technology: the machine learning, deep learning, and other artificial intelligence ("AI") technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts, that Riskpoint uses to provide the Platform Services.
Authorised User: the individual employee, contractor or agent of the Customer, and each Portfolio User, who are authorised by the Customer to use the Platform Services.
Business Day: any day which is not a Saturday, Sunday or public holiday in Scotland.
Customer: the customer who subscribes for the Platform Services as set out in the Services Confirmation.
Customer Data: all data provided to Riskpoint or inputted into the Platform by the Customer or Authorised Users for use in the Platform Services.
Customer Personal Data: all Customer Data which is personal data as that term is defined under Data Protection Legislation
Data Protection Legislation: means the UK Data Protection Act 2018, the UK GDPR and related subordinate legislation, as may be amended, updated or re-enacted from time to time.
Deliverables: any output of the Platform Services to be provided by Riskpoint to the Customer, as more fully described in the Services Confirmation and the Documentation.
Documentation: the documents made available to the Customer by Riskpoint (including by online means) which sets out a description of and the user instructions for the Platform Services.
Effective Date: the date the Customer registers on the Platform.
Fees: the fees to be paid for the Platform Services as stated in a Services Confirmation or as otherwise agreed between the parties from time to time.
Normal Business Hours: 9.00 am to 5.30 pm UK time, each Business Day.
Platform: means Riskpoint’s cloud computing and infrastructure platform which is used to provide the Platform Services.
Platform Services: the security risk assessment services provided by Riskpoint via the Platform as more fully described in the Documentation.
Portfolio Company: means any portfolio company of the Customer, in each case being a separate legal entity from the Customer.
Portfolio User: any director, employee, agent or other representative of the Portfolio Company who is invited by the Customer to access the Platform.
Services Confirmation: means the document (whether physical or electronic) agreed between the parties (including by online means) that sets out the details of the Customer, Platform Services and Fees.
Software: the online software applications provided by Riskpoint through the Platform as part of the Platform Services, including the AI Technology, as may be modified, improved or updated from time to time by Riskpoint.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Riskpoint grants to the Customer from the Effective Date a non-exclusive, non-transferable right to permit the Authorised Users to use the Platform Services, and the Documentation during the term of the Agreement for the Customer’s internal business operations or, if applicable, those of Portfolio Companies.
The Customer shall not, and ensure Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform Services that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or
facilitates illegal activity; or
in a manner that is otherwise illegal or causes damage or injury to any person or property;
and Riskpoint reserves the right, without liability or prejudice to its other rights to the Customer or Authorised Users, to disable the Customer’s or Authorised Users’ access to any material that breaches the provisions of this clause.
The Customer shall not, and ensure Authorised Users shall not (except to the extent expressly permitted under the Agreement):
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute (as applicable) all or any portion of the Software, or Documentation (as applicable) in any form or media or by any means; or
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form (as applicable) all or any part of the Software; or
access all or any part of the Platform Services and Documentation in order to build a product or service which competes with the Platform Services and/or the Documentation;
attempt to obtain, or assist third parties in obtaining, access to the Platform Services or Documentation, other than as provided under this clause 3; or
attempt to bypass or disable any security feature or mechanism within the Platform Services.
During the term of the Agreement, Riskpoint shall provide the Platform Services and make available the Documentation to the Customer on and subject to the terms of the Agreement.
Riskpoint shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:
planned maintenance carried out during the agreed maintenance windows;
unscheduled maintenance performed outside Normal Business Hours, provided that Riskpoint has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance; and
any emergency maintenance as required, provided Riskpoint provide prompt notice of any emergency maintenance to the Customer.
The Parties acknowledge that the Customer may wish the focus of the Platform Services to be or include Portfolio Companies or other entities, which are separate legal entities to the Customer. While the Customer is free to disclose Deliverables to such third parties at its discretion, Riskpoint owes no duty of care to such third parties and shall have no liability of any kind to any person other than the Customer in relation to the Platform Services and Deliverables.
The Customer shall indemnify Riskpoint against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any claim brought against Riskpoint by any person to whom the Customer has disclosed a Deliverable, save to the extent that the claim arises from Riskpoint's fraud or fraudulent misrepresentation.
As between the parties the Customer shall own the Customer Data.
Riskpoint shall follow its back-up procedures for Customer Data as set out in its back-up policy (available at such website address as may be notified to the Customer from time to time), as such document may be amended by Riskpoint in its sole discretion. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Riskpoint shall be for Riskpoint to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Riskpoint in accordance with the procedures described in its back-up policy. Riskpoint shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Riskpoint).
Both parties will comply with all applicable requirements of Data Protection Legislation.
In respect of any Customer Personal Data, which Riskpoint requires to process in relation to the Platform Services being provided to the Customer, the parties acknowledge that Riskpoint shall be deemed the processor and the Customer the controller (as those terms are defined in the Data Protection Legislation).
The Customer will ensure that it is entitled to transfer the Customer Personal Data to Riskpoint so that Riskpoint may lawfully use, process and transfer the Customer Personal Data for the duration and purposes of this Agreement.
The scope, nature and purpose of the processing by Riskpoint and the duration of the processing shall be limited to processing required to provide the Platform Services during the term of this Agreement. The type of Customer Personal Data will be such types of personal data as obtained in relation to the Platform Services. The category of data subjects will be those data subjects whose personal data is stored on or accessible via the systems, infrastructure, equipment, network, data or software of the Customer or relevant Portfolio Company
Riskpoint shall in relation to Customer Personal Data:
process that Customer Personal Data only on the documented instructions of the Customer, and only to the extent necessary to perform its obligations under this Agreement and shall not process any Customer Personal Data for any other purpose;
inform the Customer if, in the opinion of Riskpoint, the instructions of the Customer infringe Data Protection Legislation (and Riskpoint shall be entitled to suspend the Platform Services until an instruction is clarified);
implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data as required under Data Protection Legislation;
ensure that any personnel engaged and authorised by Riskpoint to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Riskpoint), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless Riskpoint is required by applicable law to continue to process that Customer Personal Data (and for the purposes of this clause 5.7.7 Customer Personal Data shall be considered deleted where it is put beyond further use by Riskpoint); and
maintain records to demonstrate its compliance with this clause 5.7 and allow for audits by the Customer or the Customer's designated auditor.
By entering into the Agreement the Customer provides its prior general authorisation for Riskpoint to appoint sub-processors in relation to monitoring website traffic, hosting, design and development services, User management and customer support services, storage and database services, security services, and analytical services, subject to the following conditions:
Riskpoint shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on Riskpoint in this clause 5;
Riskpoint shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Riskpoint;
Riskpoint shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Riskpoint’s reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Legislation, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by Riskpoint in accommodating the objection; and
where Riskpoint transfers Customer Personal Data outside of the UK as required for the Platform Services, it shall ensure that all such transfers are effected in accordance with Data Protection Legislation.
Riskpoint shall be entitled to use the Customer Data for the purposes of its own analysis and research and development, including to train, validate, update, improve, or modify Riskpoint’s AI Technology, provided that any data used for such purposes has been aggregated, anonymised or otherwise de-identified such that neither the Customer, any Portfolio Company, nor any individual can be identified, directly or indirectly, from the resulting data sets, insights or analytical products..
The Customer shall provide Riskpoint with all necessary co-operation in relation to the Agreement and comply with all applicable laws and regulations with respect to its activities under the Agreement.
The Customer shall ensure that Authorised Users use the Platform Services and the Documentation in accordance with the terms of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement.
The Customer shall ensure that its network and systems comply with any relevant specifications provided by Riskpoint from time to time and be solely responsible for procuring and maintaining its network and internet connections.
Prior to the commencement of any Platform Services, the Customer shall obtain and shall maintain all licences, consents, and permissions necessary for Riskpoint to perform its obligations under this Agreement, including without limitation the Platform Services. This shall include all relevant consents and authorisations of the relevant Portfolio Companies and any relevant third parties to enable the Services to be performed. The Customer shall provide written evidence of such consent upon Riskpoint’s request.
The Customer shall indemnify Riskpoint and its Affiliates in full and on demand from any and all third party claims (including any claims brought against Riskpoint by any Portfolio Companies) losses, damages, demands, costs, expenses, fees (including, but not limited to, court and legal fees) and liabilities (in each case whether direct, indirect or consequential) of whatever nature suffered, incurred or sustained by Riskpoint (or its Affiliates) directly or indirectly as a result of the failure by the Customer to comply with its obligations under clause 6.4.
Riskpoint undertakes that the Platform Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Platform Services contrary to Riskpoint’s instructions, or modification or alteration of the Platform Services by any party other than Riskpoint or Riskpoint’s duly authorised contractors or agents. If the Platform Services do not conform to this undertaking, Riskpoint warrants that, at its expense, it will use all reasonable commercial endeavours to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
Notwithstanding the terms of clause 7.1, Riskpoint:
does not warrant that the Customer's use of the Platform Services will be uninterrupted or error-free; or that the Platform Services, Documentation and/or the information obtained by the Customer or Authorised Users through the Platform Services will meet the Customer’s requirements; and
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Riskpoint warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
Riskpoint shall maintain adequate insurance cover with reputable insurers in respect of its liabilities under this Agreement and the provision of the Platform Services.RIGHTS IN THE PLATFORM SERVICES
All intellectual property rights in the Software, Platform Services, and Documentation (including all intellectual property rights created by Riskpoint in the course of producing the Deliverables) are owned by or validly licensed to Riskpoint. The Software, Platform Services, and Documentation are proprietary to Riskpoint (or the appropriate third-party rights owner) and the Customer and Authorised Users acquire no rights in or to the Software, Platform Services, and Documentation other than those expressly granted by the Agreement.
Software, and Documentation provided in relation to the Services are provided solely in relation to the Customer’s and Authorised Users’ use of the Platform Services in accordance with the Agreement and are not provided, or to be used, for any other purpose.
All intellectual property rights in the Deliverables are licensed to the Customer for use in its internal business operations or, if applicable, those of Portfolio Companies on a royalty-free, non-transferable, sub-licensable and non-exclusive basis.
From time to time, the Customer may provide to Riskpoint feedback, analysis, suggestions and comments (including, but not limited to, bug reports and test results, and design suggestions or ideas) related to the Platform Services (collectively, “Feedback”). The Customer now grants to Riskpoint perpetual, irrevocable and worldwide right and license to use, modify, reproduce, create derivative works of, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation or credit to Customer.
Subject to clause 9.2 and 9.3, the Customer may, from time to time during the term of this Agreement, purchase subscriptions for additional modules that should be included in the Platform Services (“Additional Purchase”).
If the Customer wishes to make an Additional Purchase, the Customer shall notify Riskpoint in writing or by online means. Riskpoint shall evaluate such request for an Additional Purchase and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld) and will notify the Customer of any additional Fees that apply to the Additional Purchase. If Riskpoint approves the Additional Purchase, it shall include these additional modules in the relevant Platform Services and the relevant Services Confirmation shall be deemed amended to include the Additional Purchase and associated additional modules.
If Riskpoint approves the Customer’s Additional Purchase, the Customer shall, within 30 days of the date of Riskpoint’s invoice, pay to Riskpoint the relevant Fees for such Additional Purchase in accordance with clause 10.2.
The Customer shall pay the Fees to Riskpoint for the Platform Services in accordance with this clause 10 and the Services Confirmation. Riskpoint may charge for additional services or additional functionality which it makes available to the Customer in relation to the Platform Services.
The Customer shall pay the Fees at the time and intervals set out in the Services Confirmation or as otherwise agreed between the parties from time to time. If no payment time and intervals are so specified, Riskpoint shall invoice the Customer and the Customer shall pay each invoice within 30 days after the date of such invoice.
If Riskpoint has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Riskpoint:
Riskpoint may, without liability to the Customer or Authorised User, disable the Customer’s or Authorised Users’ passwords, accounts and access (where applicable) to all or part of the Platform Services and Riskpoint shall be under no obligation to provide any or all of the Platform Services while the invoice(s) concerned remain unpaid; and
interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of Scotland at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in the Agreement are exclusive of value added tax, which shall be added to Riskpoint’s invoice(s) at the appropriate rate.
Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, products, services, customers, clients or suppliers of the other party, except as permitted by clause 11.2.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
Notwithstanding the terms of clauses 11.1, 11.2 and 11.3 above, Riskpoint shall be entitled to reference the Customer as being a customer of Riskpoint in relation to its marketing activities.
Subject to clause 13, Riskpoint shall defend the Customer against any claim that the Platform Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
Riskpoint is given prompt notice of any such claim;
the Customer provides reasonable co-operation to Riskpoint in the defence and settlement of such claim, at Riskpoint’s expense; and
Riskpoint is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Riskpoint may procure the right for the Customer to continue using the Platform Services, replace or modify the Platform Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other costs to the Customer.
In no event shall Riskpoint, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
a modification of the Platform Services or Documentation by anyone other than Riskpoint; or
the Customer's or Authorised Users’ use of the Platform Services or Documentation in a manner contrary to the instructions given to the Customer by Riskpoint; or
the Customer's or Authorised Users’ use of the Platform Services or Documentation after notice of the alleged or actual infringement from Riskpoint or any appropriate authority.
This clause 12 and clause 13 state the Customer's sole and exclusive rights and remedies, and Riskpoint’s entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
This clause 13 sets out the entire financial liability of Riskpoint (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer or Authorised User in respect of:
any breach of the Agreement however arising;
any use made by the Customer or Authorised Users of the Platform Services; and
any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
The Customer acknowledges and agrees that:
the Platform Services comprise cyber risk and security advisory services only, and do not include penetration testing of any system, network or application;
the Platform Services and the Deliverables are advisory in nature and do not constitute legal, regulatory, accounting, tax, insurance or investment advice, and shall not be relied upon as such;
Riskpoint does not warrant that the Platform Services or the Deliverables will identify every security vulnerability, threat, deficiency or risk, and each Deliverable reflects Riskpoint’s assessment as at the date of its delivery, based on the information made available to Riskpoint;
the Customer is solely responsible for its own decisions, including any decision to make, price, complete or decline any investment or transaction, and for the implementation of any recommendation contained in a Deliverable; and
no particular outcome, result or benefit is warranted or guaranteed by Riskpoint by provision of the Platform Services.
Except as expressly and specifically provided in the Agreement:
the Customer assumes sole responsibility for its and its Authorised Users’ use of the Platform Services and acknowledges that use of the Platform Services does not guarantee the Customer any improvement in its business efficiencies;
Riskpoint shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Riskpoint by the Customer or Authorised Users in connection with the Platform Services or any actions taken by Riskpoint at the Customer's or Authorised Users’ direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
the Platform Services and Documentation are provided to the Customer and Authorised Users on an "as is" basis.
Nothing in these Terms and Conditions seeks to exclude Riskpoint’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. Riskpoint excludes all other liability to the extent permitted at law.
Subject to clause 13.3, in no event shall Riskpoint be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss and Riskpoint’s total aggregate liability arising under the Agreement or otherwise relating to the Platform Services shall be limited to the total Fees paid during the 12-month period preceding the date on which the claim arose.
The parties acknowledge and agree that any dates quoted for delivery of the Platform Services are approximate only, and that the time of delivery is not of the essence. Riskpoint shall not be liable for any delay in delivery of the Platform Services that is caused by an event, circumstance or cause outside the control of Riskpoint or the Customer’s failure to comply with its obligations under the Agreement.
This Agreement shall be effective from the Effective Date and unless terminated earlier in accordance with its terms shall continue for a period of one year (“Initial Term”) and thereafter automatically renew for successive periods of one year (each a “Renewal Term”), until either party notifies the other in writing, at least 3 months before the end of the Initial or Renewal Period, in which case the Agreement shall terminate upon the expiry of the Initial Period or applicable Renewal Period..
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
the other party is insolvent; or
the other party ceases, or threatens to cease, to trade.
On termination of the Agreement for any reason:
all rights to use the Platform Services granted under the Agreement shall immediately terminate;
each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
Riskpoint may destroy or otherwise dispose of any of the Customer Data in its possession unless Riskpoint receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Riskpoint shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Riskpoint in returning or disposing of Customer Data.
the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for injunction or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution’s Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place at such location agreed by the parties (or by the mediator in the event parties cannot agree). The mediation agreement referred to in the Model Mediation Procedure shall be governed by Scots law.
If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to clause 17.
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).
If Riskpoint choose to waive any particular right it has under the Agreement on any particular occasion, this does not prevent it from exercising that right on another occasion.
If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement.
Riskpoint shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.
The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to anyone else without Riskpoint’s prior written permission. Riskpoint may transfer its rights and obligations under the Agreement to an Affiliate by giving written notice of such transfer to the Customer.
Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
All notices required or permitted under the Agreement will be in writing and given by email to the addresses set out in the Service Confirmation or such other email address as parties may intimate from time to time. Any such notice shall be deemed to have been duly received when confirmation of completion of its transmission has been recorded by the sender’s email system.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
The Agreement constitutes the complete and exclusive understanding and agreement between Customer and Riskpoint regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter.
This Agreement shall be governed by the laws of Scotland. If either party requires to raise court proceedings in relation to any such dispute, then the courts of Scotland shall have exclusive jurisdiction under the Agreement in relation to those proceedings.