Welcome to Thinking Machine’s Master Software as a Service Subscription Agreement (the “Agreement”). This is a contract between you, our customer, and us, Thinking Machine Systems Limited, a company incorporated and registered in England and Wales with company number 12031891 whose registered office is at 85 Great Portland street, First Floor, London, W1W7LT (below mentioned as “Supplier”) and we want you to know yours and our rights before you use the platform. Please take a few moments to read this Agreement before signing the Order Form (defined below). Once you sign the Order Form, unless otherwise agreed between us in writing, it means you agree to these terms and will abide by them throughout the duration of our relationship.
The Supplier has agreed to provide, and the Customer has agreed to take and pay for the Supplier’s service subject to the terms and conditions of this Agreement.
3. Customer data
4. Supplier’s obligations
5. Customer’s obligations
The Customer shall:
in order to provide the Services, including but not limited to Customer Data, documentation requested by Customer, security access information and configuration services;
6. Charges and payment
and the Customer shall pay each invoice within 30 days after the date of such invoice or as agreed in the Order Form.
7. Proprietary rights
10. Limitation of liability
11. Term and termination
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.
12. Force majeure
The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this Agreement and the Order Form, the provisions in the main body of this Agreement shall prevail.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15. Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17. Entire agreement
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19. No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20. Third party rights
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
No waiver, amendment, or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorised representative of the party against whom such waiver, amendment or modification is sought to be enforced Notices.
All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by e-mail, upon acknowledgement of receipt, or (b) on the first Business Day following the date of dispatch delivered by a recognized next-day courier service.
All notices hereunder shall be delivered as above, or as otherwise agreed in writing by the parties.
23. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Thinking Machine Systems Ltd.
85 Great Portland street , First Floor,
TMS is an AI company that creates cost savings from Telecom expenses.