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Terms & Conditions

STARTLE TERMS & CONDITIONS FOR THE SUPPLY OF SERVICES

1. INTERPRETATION

1.1 Definitions. In these Terms & Conditions, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Cancellation Notice: has the meaning set out in clause 17.2. Commencement Date: has the meaning set out in clause 2.5. Contract: the contract between Startle and the Customer for the supply of Services in accordance with these Terms & Conditions. Customer: the person or firm who purchases the Services from Startle as set out in each Order Form. Data Subject: an individual who is the subject of Personal Data. Delivery: the transfer of physical possession of the Equipment to the Customer at the Customer’s premises. End Users: means any customers of the Customer who use(s) or gets the benefit of the use of the Services at the Customer’s premises. Equipment: the digital and audio-visual music playback equipment and any other equipment, including tools, systems, cabling or facilities provided by Startle and used directly or indirectly in the supply of the Services (including all substitutions, replacements or renewals of such equipment and all related accompanying accessories, manuals and instructions). Fixed Term: the duration of the Contract as set out in each Order Form. Force Majeure Event: has the meaning given to it in clause 18.1. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Live Event Services: the event services held on a live basis provided by Startle if set out in, and in accordance with, each Order Form. Order Form: the purchase order form generated by Startle following receipt of a Request. Order: the Customer's order for the supply of Services, as set out in Startle’s Order Form. Renewal Term: has the meaning set out in clause 17.3. Rental Period: the period of hire as set out in clause 5.7. Request: has the meaning set out in clause 2.2. Revenue Share: all revenue actually received by Startle from any third party payment portals or payment providers as a result of any benefit by an end-customer’s deriving from the Services being provided to the Customer. Risk Period: has the meaning set out in clause 7.3. Services: the services supplied by Startle to the Customer as set out in the Order Form. Startle: Startle International Limited registered in England and Wales with company number 07960939 whose registered office is St Johns Studios, 6-8 Church Road, Richmond, Surrey, United Kingdom, TW9 2QA. Terms & Conditions: these terms and conditions as amended from time to time in accordance with clause 19.7. VAT: value added tax chargeable under the Value Added Tax Act 1994.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a party includes its personal representatives, successors or permitted assigns.

1.4 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.5 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.6 A reference to writing or written includes e-mails.

2. BASIS OF CONTRACT

2.1 These Terms & Conditions govern every Order made by the Customer.

2.2 Whenever the Customer wishes to engage Startle for the provision of Services it shall request such services from Startle (Request).

2.3 Upon receiving a Request, Startle may at its own discretion provide the Customer with an Order Form.

2.4 Each Order Form constitutes an offer by Startle to provide the Services in accordance with these Terms & Conditions and is only valid for the period set out in the Order Form.

2.4 The Order shall only be deemed to be accepted when the Customer:

(a) signs, using Startle’s electronic signature system, an electronic copy of the Order Form; or (b) signs an original copy of the Order Form and returns a copy by post or by email to Startle, at which point and on which date the Contract shall come into existence (Commencement Date).

3. Each Contract:

(a) is entered into between the Customer and Startle; and (b) forms a separate contract between its signatories.

3.2 Any amendments to these Terms & Conditions shall be deemed to apply only to:

(a) all future Contracts entered into after the date of such amendment; and/or (b) all renewals of each Contract after the expiry of the Fixed Term.

3.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Startle which is not set out in the Contract.

3.4 Any samples, drawings, descriptive matter or advertising issued by Startle and any descriptions of the Equipment or illustrations or descriptions of the Services contained in Startle's catalogues or brochures or on Startle’s website or other electronic advertising are issued or published for the sole purpose of giving an approximate idea of the Services and/or the Equipment described in them. They shall not form part of the Contract or have any contractual force.

3.5 These Terms & Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4. SUPPLY OF SERVICES

4.1 Startle shall provide the Services to the Customer in accordance with the Order Form and these Terms & Conditions in all material respects.

4.2 Startle shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

4.3 Startle shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement. Startle shall notify the Customer if Startle is of the reasonable view that such changes negatively affect the quality or nature of the Services.

4.4 Subject to clause 3.5 below, Startle warrants to the Customer that the Services will be provided using reasonable care and skill.

4.5 The Customer acknowledges that:

(a) Startle cannot guarantee that the Services will at all times be free from all faults, viruses, technical defects or interruptions of use; and (b) there are events outside of the reasonable control of Startle, including but not limited to physical obstructions and atmospheric conditions affecting network services, which may affect the continuity of the Services or the functionality of the Equipment.

6. SALE OF EQUIPMENT

6.1 This clause 4 shall only apply to any part of the Equipment which is specified on the Order Form as being sold to the Customer (Sale Equipment).

6.2 Startle shall agree to sell and the Customer shall agree to buy the Sale Equipment in accordance with these Terms & Conditions.

6.3 Startle shall deliver the Sale Equipment to the Customer by the delivery date specified in the Order Form, or if none is specified, within 30 Business Days of the Commencement Date.

6.4 Startle shall ensure that the Sale Equipment shall substantially conform to its specification (as made available by Startle in the Order Form) be of satisfactory quality and fit for the purpose of providing the Services.

6.5 Startle shall ensure that the Sale Equipment is properly packed and secured in such manner as to enable them to reach their destination in good condition.

6.6 If the Sale Equipment is not delivered by relevant delivery date calculated in accordance with clause 4.3 or do not comply with the obligations set out in clause 4.4, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Sale Equipment, then the Customer may exercise any one or more of the following remedies:

(a) to reject the Sale Equipment (in whole or in part) and return them to Startle at Startle’s own risk and expense; (b) to require Startle to repair or replace the rejected Sale Equipment, or to provide a full refund of the price of the rejected Sale Equipment (if paid); and/or (c) to refuse to accept any subsequent delivery of the Sale Equipment which Startle attempts to make.

6.7 These Terms & Conditions shall apply to any repaired or replacement Sale Equipment supplied by Startle.

6.8 The Customer's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6.9 Risk in the Sale Equipment shall pass to the Customer on Delivery.

7. RENTAL OF EQUIPMENT

7.1 This clause 5 shall apply to any part of the Equipment which is not specified on the Order Form as being sold to the Customer (Rental Equipment).

7.2 Startle shall provide, on a rental basis only, certain Rental Equipment, as set out in the Order Form, to be used in association with the Services.

7.3 Startle shall not, other than in the exercise of its rights under this agreement or applicable law, interfere with the Customer's quiet possession of the Rental Equipment.

7.4 Startle warrants that the Rental Equipment shall substantially conform to its specification (as made available by Startle in the Order Form), be of satisfactory quality and fit for the purpose of providing the Services. Startle shall use reasonable endeavours to remotely remedy, free of charge, any material defect in the Rental Equipment which manifests itself within during the Fixed Term and each Renewal Term, provided that:

(a) the Customer notifies Startle of any defect in writing within ten (10) Business Days of the defect occurring or of becoming aware of the defect; (b) Startle is permitted to make a full remote examination of the alleged defect (and the Customer shall cooperate with Startle in full to enable Startle to undertake such full remote examination); (c) the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than Startle's authorised personnel; (d) the defect did not arise out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf; and (e) the defect is directly attributable to defective material, workmanship or design.

7.5. If Startle fails to remedy any material defect in the Rental Equipment in accordance with clause 7.4, the Customer shall, at Startle’s request, return all or part of the Rental Equipment to Startle.

7.6. If the Customer fails to return the all or part of the Rental Equipment in accordance with clause 5.5, then Startle may at its discretion levy a charge equivalent to the cost price for the Rental Equipment (as reasonably determined by Startle) calculated as at the date of the request described in clause 5.5.

7.7. The Rental Period shall start on the Commencement Date and shall continue for duration of the Contract as set out in clause 17.

8. DELIVERY AND INSTALLATION

8.1 This clause 6 shall apply to any Delivery of Equipment by Startle if these form part of the Services as set out in the Order Form.

8.2 Delivery of the Equipment shall be made by Startle. Startle shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties.

8.3 Unless otherwise stated in the Order Form, the Customer shall be solely responsible for the installation of the Equipment.

8.4 If requested in the Order Form, Startle shall install the Equipment at the Customer’s premises. The Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by Startle, the Customer's duly authorised representative shall sign a receipt confirming such acceptance.

8.5 To facilitate Delivery and installation, the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously including any materials, facilities, access and working conditions specified in the Order Form.

9. TITLE, RISK AND INSURANCE

9.1 Risk in the Sale Equipment shall pass to the Customer on completion of Delivery.

9.2 Title in the Sale Equipment shall pass to the Customer upon receipt by Startle of all charges paid by the Customer in accordance with clause 10.

9.3 Risk in the Rental Equipment shall pass to the Customer on Delivery. The Rental Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Rental Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Rental Equipment is returned to Startle. During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances: (a) insurance of the Rental Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as Startle may from time to time nominate in writing; (b) insurance for such amounts as a prudent owner or operator of the Rental Equipment would insure for to cover any third party or public liability risks of whatever nature and however arising in connection with the Rental Equipment; and (c) insurance against such other or further risks relating to the Rental Equipment as may be required by law.

9.4 The Rental Equipment shall at all times remain the property of Startle, and the Customer shall have no right, title or interest in or to the Rental Equipment (save the right to possession and use of the Rental Equipment subject to the terms and conditions of this agreement).

9.5 The Customer shall give immediate written notice to Startle in the event of any loss, accident or damage to the Rental Equipment arising out of or in connection with the Customer's possession or use of the Rental Equipment.

9.6 If the Customer fails to effect or maintain any of the insurances required under these Terms & Conditions, Startle shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.

9.7 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Startle and proof of premium payment to Startle to confirm the insurance arrangements.

10. LIVE EVENT SERVICES

10.1 This clause 8 shall apply if the parties agree by the Order that Startle shall provide Live Event Services.

10.2 Startle shall set out in the Order Form the following terms relating to the provision by Startle of the Live Event Services to the Customer:

(a) charges relating to the provision of the Live Event Services; (b) any applicable discounts applied to the charges for the Live Event Services; (c) details of the dates and times on which Startle shall provided the Live Event Services; and (d) any other applicable terms relating to Startle’s provision of the Live Event Services.

10.3 Startle shall organise and deliver the Live Event Services with reasonable care and skill.

11. CUSTOMER'S OBLIGATIONS

11.1. The Customer shall:

(a) co-operate with Startle in all matters relating to the Services and the Equipment; (b) provide Startle, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Startle to provide the Services and (where agreed in the Order Form) install the Equipment; (c) provide Startle with such information and materials as Startle may reasonably require to supply the Services and install the Equipment, and ensure that such information is accurate in all material respects; (d) prepare the Customer's premises for the supply of the Services and the supply and installation of the Equipment; (e) have available at the Customer’s premises suitable amplifiers, speakers and other systems to enable the playback of music and to enable the Customer to enjoy any other part the Services and the Equipment; (f) have available a suitable, stabile and reliable internet network connection speed to enable the Customer and the End Users to enjoy use of the Services and the Equipment; (g) obtain all licences permissions and consents required for the public performance of music in the Customer’s premises, unless the Order Form states that this is included in the charges; (h) keep and maintain all Equipment at the Customer's premises in safe custody at its own risk, maintain the Equipment in good condition until returned to Startle, and not dispose of or use Equipment other than in accordance with Startle's written instructions or authorisation; (i) ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by Startle; (j) take such steps (including compliance with all safety and usage instructions provided by Startle) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work; (k) keep Startle fully informed of all material matters relating to the Equipment; (l) keep the Equipment at all times at the Customer’s premises and shall not move or attempt to move any part of the Equipment to any other location without Startle's prior written consent and shall not use the Equipment for any purposes other than for the purposes of benefiting from the Services; and (m) deliver up the Equipment at the end of the Rental Period or on earlier termination of this agreement at such address as Startle requires, or if necessary allow Startle or its representatives access to the Customer’s premises or any premises where the Equipment is located for the purpose of removing the Equipment.

11.1 The Customer shall not:

(a) make any alteration to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of Startle unless carried out to comply with any mandatory modifications required by law or any regulatory authority or unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in Startle immediately upon installation; (b) without the prior written consent of Startle, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it; (c) suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify Startle and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Equipment and shall indemnify Startle on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation; (d) use the Equipment for any unlawful purpose (including but not limited to any purpose that is likely to infringe any third party Intellectual Property Rights); and (e) allow the Equipment to be repaired or maintained other than by Startle’s authorised representatives and sub-contractors. (f) promote or advertise the Services using any promotional materials that have not been approved in writing by Startle; and (g) do or permit to be done anything which could invalidate the insurances referred to in clause 7.

11.3 The Customer acknowledges that Startle shall not be responsible for any loss of or damage to the Rental Equipment arising out of or in connection with any negligence, misuse, mishandling of the Rental Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify Startle on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with these Terms & Conditions.

11.4 If Startle's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) Startle shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Startle's performance of any of its obligations; (b) Startle shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Startle's failure or delay to perform any of its obligations as set out in this clause 9.4; and (c) the Customer shall reimburse Startle on written demand for any costs or losses sustained or incurred by Startle arising directly or indirectly from the Customer Default.

12. CHARGES AND PAYMENT

12.1 The charges for Services shall particularised in each Order Form.

12.2 The Order Form shall specify whether the charges are one-off or recurring or both.

12.3 Unless stated otherwise in the Order Form, Startle shall issue invoices to the Customer in advance on a monthly basis.

12.4 Unless stated otherwise in the Order Form, the Customer shall pay each invoice submitted by Startle:

(a) within 15 days of the date of the invoice; and (b) in full and in cleared funds (including currency conversion and banking charges applicable to the payment method used) to a bank account nominated in writing by Startle or by any other means set out in each Order Form.

12.5 Notwithstanding clause 10.7, time for payment of all charges by the Customer to Startle shall be of the essence of the Contract.

12.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by Startle to the Customer, the Customer shall, on receipt of a valid VAT invoice from Startle, pay to Startle such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

12.7 If the Customer fails to make any payment due to Startle under the Contract by the due date for payment, then, without prejudice to Startle’s rights and remedies pursuant to clause 10.5:

(a) Startle may at its discretion levy an administration fee of £20 (or an equivalent amount in the Customer’s local currency at the time the charges are administered) to cover its reasonable out of pocket costs for each additional reminder sent to the Customer. Each reminder (up to a maximum of 4 reminders) shall be given no earlier than 15 days of the due date for payment and/or each previous reminder given; and (b) the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount and any amount levied by Startle pursuant to clause 10.7(a) above.

12.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Startle may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Startle to the Customer.

13. CUSTOMER’S REVENUE SHARE

13.1 This clause 11 shall apply if the Order Form specifies that the Services shall include the ability to charge an End User for playback of music (or any similar service thereto).

13.2 Unless otherwise stated in the Order Form, Startle shall:

(a) collect the Revenue Share from the End User on behalf of the Customer; and (b) pay through to the Customer 100% of the Revenue Share which payments shall be made to Customer automatically at the end of each month whenever the Revenue Share exceeds £10 (or an equivalent amount in the Customer’s local currency).

14. INTELLECTUAL PROPERTY RIGHTS

14.1 All Intellectual Property Rights in or arising out of or in connection with the Services and/or the Equipment shall be owned by Startle.

14.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services and/or the Equipment, the Customer's use of any such Intellectual Property Rights is conditional on Startle obtaining a written licence from the relevant licensor on such terms as will entitle Startle to license such rights to the Customer.

14.3 The Customer is provided a non-exclusive, non-transferable, royalty-free licence for the Fixed Term and each Renewal Term to use any Intellectual Property Rights in any part of the Services solely for the purposes of using the Services, the Equipment and the Live Event Services (as applicable).

14.4 Startle is provided a non-exclusive, transferable, royalty-free perpetual worldwide licence to use and reproduce the Customer’s name, logo, get-up for its own promotional and marketing purposes.

15. CONFIDENTIALITY

Subject to clause 12.4, a party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 13 shall survive termination of the Contract.

16. DATA PROTECTION

16.1 The Customer and Startle acknowledge that for the purposes of the Data Protection Act 1998, the Customer is the Data Controller and Startle is the data processor in respect of any Personal Data.

16.2 Startle warrants, having regard to the state of technological development and the costs of implementing any measures, that to the extent it processes any Personal Data on behalf of the Customer;

(a) it shall act only on instructions form the Customer; and (b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

16.3 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

16.4 The Customer acknowledges that Startle is reliant on the Customer for direction as to the extent to which Startle is entitled to use and process the Personal Data. Consequently, Startle will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer's instructions.

16.5 In this clause, Personal Data and Data Controller have the meaning given in the Data Protection Act 1998.

17. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

17.1 Nothing in these Terms & Conditions shall limit or exclude Startle's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

17.2 Subject to clause 15.1:

(a) Startle shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under the Contract for: (i) any loss of profit; (ii) loss of sales or business (including any loss of sales by End Customers); (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of damage to goodwill; and (vii) any indirect or consequential loss. (b) startle's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited, in respect of all claims (connected or unconnected) in any consecutive 12 month period, to the equivalent of the total charges paid by the Customer in that period.

17.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

18. INDEMNITY

18.1 The Customer shall indemnify Startle against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses) suffered or incurred by Startle arising out of or in connection with:

(a) any breach of the Customer’s obligations set out in clause 9; and (b) any claim made against Startle for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Customer’s use of any Intellectual Property Rights outside of the scope of clause 12.

19. TERMINATION

19.1 Subject to clause 17.4 the Contract shall commence on the Commencement Date and continue for the Fixed Term.

19.2 If a party wishes to terminate the Contract it must do so by giving at least 30 days’ prior written notice in accordance with clause 19.2.(c) to (d), to expire on or before the last day of the Fixed Term (Cancellation Notice).

19.3 If no Cancellation Notice has been given, then this contract shall, subject to clause 17.4, automatically renew for additional terms which are set out in the Order Form (each a Renewal Term) until either party gives at least 30 days’ prior written notice, to expire on or before the last day of each Renewal Term.

19.4 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 15 days after receipt of notice in writing to do so; (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; (e) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 15 days; (f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); (g) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17.4(b) to clause 17.4(f) (inclusive); (h) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or (i) the other party's financial position deteriorates to such an extent that in Startle's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

19.5 Without limiting its other rights or remedies, Startle may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

19.6 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to Startle all of Startle's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Startle shall submit an invoice, which shall be payable by the Customer immediately on receipt; (b) the Customer shall return all of the Equipment to Startle. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. If the Customer fails to return the Equipment to Startle, then Startle may levy a charge equivalent to the cost price for the Equipment (as reasonably determined by Startle) calculated as at the date of termination; (c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

20. FORCE MAJEURE

20.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Startle including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Startle or any other party), failure of a utility service or transport network, 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, breakdown of network service providers’ servers, fire, flood, storm or default of suppliers or subcontractors.

20.2 Startle shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

20.3 If the Force Majeure Event prevents Startle from providing any of the Services for more than 1 month, either party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other party.

21. GENERAL

21.1 Assignment and other dealings.

(a) Startle may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. (b) The Customer shall not, without the prior written consent of Startle, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract.

21.2 Notices.

(a) Except in the case of Cancellation Notices (which are governed by clause 19.2.(c) to (d), any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or by e-mail. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 19.1(a) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission (provided that the sender does not receive an e-mail bounce back notification or any other notification that delivery of the e-mail has failed). (c) Any Cancellation Notice given by a party shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by e-mail: (i) in the case of a Cancellation Notice sent by the Customer, to cancellations@startleint.com or such other e-mail address specified by Startle from time to time; and (ii) in the case of a Cancellation Notice sent by Startle, to the e-mail address specified by the Customer at the time of entering into the Contract, or such other e-mail address specified by the Customer from time to time. (d) A Cancellation Notice shall be deemed to have been received: (i) if sent by the Customer, when the Customer receives from Startle a confirmation by e-mail that the Cancellation Notice has been received; and (ii) if sent by Startle, one Business Day after transmission (provided that Startle does not receive an e-mail bounce back notification or any other notification that delivery of the e-mail has failed). (e) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

21.3 Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.

21.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.

21.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

21.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

21.7 Variation.

(a) No variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Startle. (b) Subject to clause 19.7(c) below, Startle may unilaterally vary these Terms & Conditions. (c) A variation to these Terms & Conditions shall only apply to: (i) each new Contract entered into between the parties after the end of the Fixed Term; and/or (ii) each Renewal Term.

21.8 Governing law and jurisdiction. 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 exclusively governed by and construed in accordance with the laws of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).