1. Introduction

1.1 This page sets out the general customer terms (Customer Terms) which apply to any Service (as defined below) which Neurolabs (as defined below) licenses or provides to any Customer (as defined below), unless Customer has entered into a separate written contract with Neurolabs signed by both parties in respect of the Services.
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1.2 The parties’ agreement for the licensing, use and provision of the Services is made up of (i) these Customer Terms (including the documents referenced in them, as applicable); (ii) the Order; and (iii) any other written document either issued by Neurolabs (and expressly referring to and incorporating itself into the agreement) or any amendments or supplements to the agreement signed and agreed in writing between the parties. Together the above documents shall constitute and be known as the Agreement and apply to the contract between the parties to the exclusion of any other terms that Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
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1.3 When construing the meaning of the Agreement, the documents listed in clause 1.2 shall be interpreted in a reverse order of priority in the event of any inconsistency or conflict, with documents appearing later in the list taking priority over documents appearing earlier in the list.
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1.4 Any order placed by Customer shall only be deemed to be accepted upon Neurolabs’ signature of, or email agreement to, the Order, at which point and on which date the Agreement shall come into existence.
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1.5 These Customer Terms are published on Neurolabs’ website. Customer should print or save a copy of these Customer Terms for its records.  Neurolabs may amend these Customer Terms from time to time during the Term and will endeavor to provide Customer with thirty (30) days’ notice before making the change effective when it does so.  Every time Customer agrees a new Order with Neurolabs it should check these Customer Terms to ensure that it understands the terms which will apply to the Agreement at that time. This version one of these Customer Terms was most recently updated on May 30, 2025. Historic versions may be obtained by contacting Neurolabs.
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1.6 Any written Order issued by Neurolabs shall be valid for a period of 30 days (or such longer period specified on the Order) from the date of issue, if not agreed by Customer, at which point the offer outlined in the Order shall lapse.

2. Interpretation

2.1 In the Agreement the following definitions and rules of interpretation shall apply:
‍Affiliate means in relation to a party, any present or future company that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, that party.  For the purpose of this definition, “control” (and its variants) means (i) the legal or beneficial ownership of (A) fifty percent (50%) or more of the outstanding voting stock of a corporation, (B) fifty percent (50%) or more of the equity of a limited liability company, partnership, or joint venture or (C) a general partnership interest in a partnership or joint venture; or (ii) the power to exercise a controlling influence over the management or policies of a legal entity;

‍Agreement has the meaning given to it in clause 1.2; 

‍Authorized Users means those employees, Contractors and agents of the Customer and its Affiliates only, who are authorized by the Customer to use the Subscription Services and their ancillary documentation, for the lawful business Purposes of the Customer or its Affiliates;

‍Beta Services means any Subscription Service identified as a beta, preview or similar;  

Business Day means any day which is not a Saturday, Sunday, or public holiday in the governing jurisdiction of the Neurolabs’ contracting entity (clause 17.12); 

‍Business Hours means between the hours of 9am-5pm UTC on Business Days;

‍Commencement Date means the date specified in the Order (or the date the Order was agreed by Neurolabs, if no date specified on the Order);   

‍Confidential Information means in relation to either party, any or all information of a confidential nature (whether in oral, written or electronic form) including trade secrets and information (whether or not of commercial value) known and belonging to that party and concerning its business, Suppliers, customers, products or services (including without limitation, in Neurolabs’ case, the Subscription Services and their ancillary documentation, any product or feature plans, and the pricing offered by Neurolabs) and any other information which the recipient knows or is notified or has reason to believe is confidential to the disclosing party;

‍Contractor means an independent contractor other than Neurolabs engaged by Customer or any Affiliate in relation to the Purpose who is under a confidentiality obligation to Customer or such Affiliate; 

‍Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organizational measures each have the meaning given to them in relevant Data Protection Law; 

‍Charges means the applicable charges for the Services from time to time, including the Professional Services Charges and the Subscription Charges;

Consumer Prices Index means the Consumer Price Index as published by a reputable national statistical authority, or any successor index that most closely reflects general consumer price inflation, in the governing jurisdiction of the Neurolabs’ contracting entity (clause 17.12) , as reasonably determined by Neurolabs; 

‍Customer means the legal person or entity that has entered into the Agreement with Neurolabs, as either specified in the Order, or as specified in Neurolabs’ applicable account record or billing statement where the Order is unclear;

‍Customer Data means the data (including SKUs), content and images inputted by the Authorized Users on Customer’s behalf for the purpose of facilitating Customer’s or its Authorized Users’ use of the Subscription Services. Customer Data shall be deemed to be the Confidential Information of the Customer where it is not uploaded or disclosed in a manner that contemplates it being made available or viewable by third parties (other than Customer’s Authorized Users); 

‍Customer Equipment means a functioning hardware system and software facilitating access to a modern and high usage web-browser, for the current and previous version of each such browser, and high-speed internet access, or such other relevant software and/or hardware reasonably notified to Customer by Neurolabs from time to time (the Subscription Services may be optimized for certain browsers); 

‍Customer Terms has the meaning given to it in clause 1.1;

‍Data Protection Law means all applicable data protection and privacy legislation in force from time to time in the governing jurisdiction of the Neurolabs’ contracting entity (clause 17.12), or the jurisdiction in which the Customer is based (and with which compliance is mandatory for Neurolabs), including, to the extent applicable, the U.K. or EU General Data Protection Regulation (GDPR); 

‍DPA means Neurolabs’ data processing addendum available at https://www.neurolabs.ai/legal/dpa, as updated from time to time;

‍Feedback means any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback on Neurolabs products or services;

‍Go-Live Date means the earlier of (a) the date when Customer and/or its Authorized Users first use the Subscription Services in an operational (i.e. non-test or training) environment or instance; (b) the date falling ninety (90) days from the Commencement Date, unless the failure to achieve the Go-Live Date was directly caused by the failure of Supplier to comply with its obligations regarding the Implementation Services under the Agreement; 

Implementation Services means the implementation services and/or deliverables to be provided in respect of the Subscription Services, as described in the applicable Order; 

‍Information Security Policy means Neurolabs’ information security policy available at https://www.neurolabs.ai/legal/isp, as updated from time to time; 

‍Initial Subscription Term means the initial subscription term specified in the Order, which period shall be 12 months and begin from the Commencement Date unless otherwise specified; 

‍License Restrictions means the license restrictions specified or referred to in the Order or elsewhere in the Agreement;

‍Neurolabs means the legal person or entity that has entered into the Agreement with Customer, as either specified in the Order, or as specified in Neurolabs’ applicable account record or billing statement where the Order is unclear; 

‍Order means the written order form for, among other things, licensing and provision of the Services, provided by Neurolabs to Customer;

‍Partner means a Customer who is authorized to use the Subscription Services to provide outputs to or manage deployments for third parties;

‍Partner Client means a third party receiving outputs or services from the Partner via the Neurolabs platform; 

‍Payment Terms means the payment terms set out in the Order. If none are specified the default payment terms shall require payment of any Subscription Charges in full in advance of the Initial Subscription Term or any subsequent Renewal Term, on demand, and payment for any Implementation Services or other Professional Services associated with achieving the Go-Live Date of the Subscription Services in full in advance, or (for any additional Professional Services Charges which may arise after commencement of work monthly in arrears), in each case on 7-day payment terms; 

‍Purpose means accessing and using the functionality offered by the Software for the Customer’s and its Affiliates’ business use and for its functionally contemplated purposes only (including that contemplated within the Documents) within the Field of Use; 

‍Premium Features means any substantially new or enhanced features of the Software which Neurolabs may offer from time to time, or which are only made generally available to customers in higher tiers than the Customer’s currently chosen Subscription Tier, which may be marketed to customers generally as premium features (or features only available on higher tiers that the Customer’s current subscription tier), other than the core Software functionality described in the Order as being included within the Customer’s chosen Subscription Tier (unless such functionality has been generally retired for all customers);

‍Privacy Policy means Neurolabs’ privacy and cookies notice and policy, available here: https://www.neurolabs.ai/privacy-policy as updated from time to time; 

‍Product Expert means a product expert or power user, which shall be deemed to be the Customer’s first Authorized User (only), unless another number of product experts is specified in the Order; 

‍Professional Services means any bespoke professional services to be provided by Neurolabs to Customer (as agreed from time to time or set out in the Order), other than the Subscription Services or basic Support, including for example, Implementation Services, technical assistance services on Customer site, on-request upgrades etc.;

‍Professional Services Charges means the service charges detailed in the Order for any Professional Services, or which Neurolabs confirms to the Customer from time to time in respect of any further agreed Professional Services; 

‍Renewal Period means rolling terms of the same duration as the Initial Subscription Term (or such other period as Neurolabs may agree in writing with Customer in any bespoke written Order); 

‍Sensitive Information means (a) credit or debit card numbers; personal financial account information; national insurance or social security numbers or equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; details of racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information defined under the U.K. Data Protection Legislation as ‘Sensitive Personal Data’ (or any analogous term which may apply from time to time), or any information subject to the US Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information as amended or applicable worldwide from time to time; 

‍Services means both the Subscription Services and the Professional Services; 

‍Software means those features and functions provided by ZIA, Neurolabs’ enterprise-level image recognition software application, within Customer’s chosen Subscription Tier, which provides Authorized Users access to those features of the software set out within the relevant Order or Neurolabs’ then standard documentation as being included in that Subscription Tier, and which includes any general upgrades released to all customers within the Customer’s chosen Subscription Tier to which Customer is otherwise entitled under the terms of the Agreement (i.e. excluding Premium Features); 

‍SLA means Neurolabs’ service level agreement, available here https://www.neurolabs.ai/legal/sla, as updated from time to time;

‍SKU means a stock-keeping unit;

‍Subscription Charges means the total amounts specified in the Order from time to time or otherwise payable in accordance with the terms of the Agreement, to be paid in accordance with the timeframes and other stipulations set out in the Agreement; 

‍Subscription Services means hosting of the Software and making it available for access on a software as a service basis to Authorized Users using Customer Equipment via the relevant portal;

‍Subscription Term means the term beginning on the Commencement Date, and continuing for the Initial Subscription Term, and any Renewal Periods (subject to clause 13.3), unless and until the Agreement is terminated in accordance with its terms; 

‍Subscription Tier means the relevant subscription tier for the Subscription Services as chosen by the Customer in the Order; 

‍Support means the second-level support services to be provided by Neurolabs to each nominated Product Expert (i.e. Neurolabs provides second-level technical support to a trained internal contact, not first-line support to all end users), for the relevant Subscription Term, and made available, unless otherwise specified, during Business Hours via the Neurolabs’ designated support methods from time to time; 

‍Taxes has the meaning given in clause 9.5; 

‍Term means the term of the Agreement as defined in clause 15.1;  

‍Use Cases means the use cases articulated in the relevant Order; and 

‍Unused Portion means, in respect of any period of the Subscription Term for which Customer has made a payment of fixed and non-usage based Subscription Charges in advance (i.e. excluding any Subscription Charges based on usage), the proportion which the number of days following termination of the Agreement until the end of such remaining Subscription Term bears to the total number of days in that period. 
‍2.2 Clause headings shall not affect the interpretation of the Agreement. References to clauses are to the clauses of these Customer Terms.
‍2.3 Words in the singular shall include the plural and vice versa.
‍2.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
‍2.5 Any obligations within the Agreement on Customer shall extend to Customer’s Affiliates and Authorized Users (insofar as they are using the Subscription Services under a license from the Customer), for whose adherence to the Agreement Customer shall be liable and responsible. 
‍2.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. Access to the subscription services

3.1 Subject to payment and the other terms of the Agreement, Neurolabs hereby grants to Customer, subject to the License Restrictions, a non-exclusive, non-transferable right to permit its Authorized Users to use the Subscription Services during the Subscription Term for the Purpose. 
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‍3.2 Customer warrants and represents that any information provided to Neurolabs is complete, accurate and not misleading (including information concerning its Authorized Users, and other information provided as part of its account / the Agreement setup process), that it will inform Neurolabs if at any time that information changes whilst Customer or its Authorized Users continue to use the Subscription Services and acknowledges that Neurolabs may rely on such information and not seek to establish its reliability. 
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‍3.3 In particular, where Customer is or purports to represent an organization or entity, the person entering into the Agreement on Customer’s behalf warrants and represents that it is entitled to act in this capacity and to bind such organization or entity (which shall be correctly specified as Customer in the relevant Order), and perform all actions taken by Customer or its Authorized Users via the Subscription Services, including uploading any Customer Data to Customer’s account (including making it available to other Authorized Users, or publicly available to third parties) or setting access privileges for other Authorized Users. 
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‍3.4 Customer acknowledges that subject to certain limitations, and any limitations set by any Customer accounts with specific privileges, Authorized Users (including, in particular, the first named Authorized User selected during account set-up process) may have administrative control over their accounts and may also have access to the Customer Data stored hosted on pages accessible on the Customer’s overall  project dashboard, and may also be able to populate relevant information within the Subscription Services, and Customer may have sole responsibility for supervision and observation of the actions of any Authorized Users it permits to access such pages (as between Customer and Neurolabs). Customer may have the ability to set access privileges for different categories of Authorized User via the Subscription Services. 
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‍3.5 In relation to the Authorized Users, Customer undertakes that: (a) it shall be responsible and liable for compliance by Authorized Users and Affiliates with the terms of the Agreement, and that the restrictions on Customer set out within the Agreement shall, unless the context requires otherwise, equally apply to any such persons; (b) it will not allow or suffer any user account to be used by more than one individual Authorized User; (c) each Authorized User shall keep a secure password for their use of the Subscription Services and its documentation, and shall keep that password confidential; and (e) all Authorized Users shall meet the relevant definition for same under these Customer Terms at all times, including that they are accessing the Subscription Services only for the Purpose, and it shall promptly disable the login details for any Authorized User who has ceased to meet the relevant definition. 
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‍3.6 Customer must act reasonably and in good faith when inviting Authorized Users to create accounts. The number of Authorized Users the Customer may permit to access the Subscription Services is limited to the corresponding number of user licenses it has purchased (as specified in the relevant Order, or to which Customer has access in its chosen Subscription Tier). If no such limit is specified then this right shall be unlimited (subject to the other provisions of the Agreement). 
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‍3.7 Customer must not permit any of its Authorized Users to (a) be under the legal age to use the Subscription Services in the country the Authorized User resides in (or whose laws apply to them); or (b) operate a service or automated account, where there is not a single human individual responsible for that account.  If Neurolabs determines that there has been a breach of this clause, in addition to its other rights, it reserves the right to suspend or terminate the affected Authorized User accounts, or the Agreement, as noted below. 
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‍3.8 Customer shall use best endeavors to prevent any unauthorized access to, or use of, the Subscription Services and/or their documentation and, in the event of any such unauthorized access or use, promptly notify Neurolabs.
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‍3.9 The limits associated with the Subscription Services, which are generally subject to fair usage limits, are specified in the Order or elsewhere in the Agreement. If, at any time whilst using the Subscription Services, Customer exceeds these License Restrictions or usage limitations, or where Customer wishes to use Premium Features not currently included within its chosen Subscription Tier, Neurolabs shall charge Customer, and Customer shall pay, Neurolabs’ charges for such excessive use (at the rates specified in the Order, if applicable, or at Neurolabs’ then prevailing rates, where not specified) on demand, but certain changes (other than overages in volume or type of image processing, or product SKUs, which are subject to the payments mentioned above) may require a new contract for increases to the Subscription Tier or to facilitate such overages. These may include, as applicable (and subject to the terms of the Order), limits on the supported third-party integrations (or the ability to facilitate third-party integrations), specific limits on the number of user licenses for named Authorized Users creating accounts under the Customer’s subscription, limits on the total number of SKUs that can be set up for processing through the Customer’s subscription or the total number of images that can be processed and/or limits on the type of images processed (stitched versus non-stitched images) or the complexity of processing required, and the type of results returned based on the Customer’s images. Neurolabs also reserves the right, acting in its reasonable discretion, to change its fair usage limits and/or to throttle consumption of the Subscription Services in instances of unusual image processing activity that Neurolabs has not informed about (or which exceed fair usage restrictions) and to pass any overage costs on to the Customer. 
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‍3.10 Where the Customer acts as a Partner (i.e. a service provider or reseller deploying the Subscription Services on behalf of third-party clients), the Customer may (subject to the Agreement and the applicable Order) input data or receive outputs via the Subscription Services on behalf of such clients (Partner Clients), provided that: (a) the Partner remains fully responsible for all use of the Subscription Services (including compliance with the Agreement); (b) Neurolabs processes all Partner Client data solely on behalf of the Partner, not the Partner Client directly; (c) the Partner ensures it has obtained all necessary consents, authorizations, and legal bases to share such data with Neurolabs for processing; and (d) no Partner Client (nor any of their authorized users) shall have any right to access the Subscription Services directly or bring a claim against Neurolabs under this Agreement.

4. Acceptable usage restrictions

4.1 This clause 4 sets out the restrictions and requirements with which Customer must comply when using the Subscription Services. 

‍4.2 Customer must not use the Subscription Service:
In any way that breaches any applicable local, national or international law or regulation, including any copyright or trademark laws, export control or sanctions laws. Customer is responsible for making sure that the Customer and Authorized Users’ use of the Subscription Service complies with laws and any applicable regulations, including that Customer and/or Authorized Users are not prohibited from using or receiving the Subscription Services by any relevant laws in the governing jurisdiction of the Neurolabs’ contracting entity (clause 17.12) or which apply in the country in which the Customer and/or Authorized Users are resident or from which it proposes to use or access same;
- In any way that is unlawful or fraudulent, or has any illegal or fraudulent purpose or effect;
- In any way which interferes with the use of Neurolabs’ Subscription Services by other Authorized Users, or attempts to harm them or their business;
- In any way that relates to link building purposes or for the primary promotion of other goods or services;
- To harm or attempt to harm others in any way, including to bully, insult, intimidate or humiliate any person;
- If Customer is not able to form legally binding contracts or is under the legal age in the country in which it resides (or to whose laws Customer and/or Authorized Users are subject at any time);
- To attempt to, or access data not intended for Customer and/or the Authorized Users; 
- To attempt to scan or test the security or configuration of the Subscription Services or to breach security or authentication measures without proper authorization from Neurolabs; 
- To send, knowingly receive, upload, download, use or reuse any material which does not comply with Neurolabs’ content standards; or
- To transmit or procure any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam), or any other chain letters or promote any pyramid schemes.

‍4.3 Customer must also:
- Not harvest or otherwise collect information about other Authorized Users, including email addresses without their consent, or otherwise access, monitor, or copy any content or information from the Subscription Services using any robot, spider, scraper or other automated means or any manual process for any purpose without Neurolabs’ express written permission; 
- Not act illegally or maliciously against Neurolabs’ business interests or reputation, or that of other Authorized Users of the Subscription Services;
- Not, or attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscription Services in any form or media or by any means; 
- Not, or attempt to, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Subscription Services (or their underlying software), access all or any part of the Subscription Services to build a product or service which competes with the Subscription Services, 
- Not, save as expressly permitted in this Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services available to any third party;
- Not access without authority, interfere with, damage or disrupt any part of the Subscription Services or their underlying technology or platforms, any equipment or knowingly take any action that places excessive demand on Neurolabs’ Subscription Services, or imposes, or may impose an unreasonable or disproportionately large load, or otherwise disable, overburden or impair (as determined in Neurolabs’ reasonable discretion), Neurolabs’ servers or other portion of Neurolabs’ infrastructure supporting the Subscription Services or any network or servers on which they are based, any software used in the provision of the Subscription Services or any equipment or network or software owned or operated by any third party; 
- Use Neurolabs’ Subscription Services in compliance with any legal requirements that may apply; 
- Not misuse the Subscription Services by knowingly introducing viruses, trojans, worms, logic bomb, or otherwise technologically harmful material or attempt to gain unauthorized access to the server on which the Subscription Services reside or any server, computer or database connected to Subscription Services or to the Software (including with a view to making alterations to, or modifications of, the whole or any part of the Software, or permitting the Software or any part of it to be combined with, or become incorporated in, any other programs) or attack the Subscription Services via a denial-of-service attack or a distributed denial-of-service attack; and 
- Only upload Customer Data that the Customer and/or Authorized Users have the right to post and that fully comply with any third-party licenses relating to Customer Data the Customer and/or Authorized Users interact with or upload. 

By breaching these provisions, Authorized Users may commit a criminal offence in the U.K. or elsewhere. Neurolabs will report any criminal offence to the relevant authorities where Neurolabs is required to do so by law and co-operate with those authorities to the extent required by law, by disclosing Customer’s or its relevant User’s identity to them. 

‍4.4 These standards (Standards) apply to any Customer Data that Authorized Users upload to Neurolabs’ Services. The Standards must be complied with in spirit and to the letter and apply to each part of any Customer Data and its whole. Neurolabs will determine, at Neurolabs’ sole reasonable discretion, whether any Customer Data breaches Neurolabs’ Standards. Customer warrants that any Customer Data complies with the Standards set out in the Agreement. Any Customer Data must not: 
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- Include (in terms of the images captured by Customer for processing via the Subscription Services) pictures of humans (so as to avoid unnecessary personal data) (to note, Neurolabs does not undertake IR processing on humans); 
- Breach the law applicable in the governing jurisdiction of the Neurolabs’ contracting entity (clause 17.12) and in any country from which it is posted; 
- Promote sexually explicit material;
- Promote violence;
- Breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- Promote any illegal activity;
- Be in contempt of court;
- Give the impression that it emanates from or relates to Neurolabs or one of Neurolabs’ employees;
- Impersonate any person, or misrepresent the Customer or Authorized Users' identity or affiliation with any person;
- Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
- Contain a statement which the Customer and/or Authorized Users know or believe, or has reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducements to the commission, preparation or instigation of acts of terrorism;
- Contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to affect any computer software or hardware operation adversely; or
- Knowingly infringe any copyright, database right, trademark or other intellectual property rights of any other person;

5. Warranties and Neurolabs' obligations

Customer Data posted via the Subscription Services which is publicly accessible must not:

- Be defamatory of any person;
- Be obscene, offensive, hateful or inflammatory;
- Bully, insult, intimidate or humiliate; Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Be likely to deceive any person;
- Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
- Be likely to harass, upset, embarrass, alarm or annoy any other person; or 
- Contain any advertising or promote any services or web links to other sites.

For clarity, Neurolabs reserves a right to immediately disable any User’s access to any Customer Data that infringes the provisions of this clause, or to suspend specific User accounts as noted below. 

‍4.5 CUSTOMER AGREES NOT TO USE THE SUBSCRIPTION SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. NEUROLABS WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM CUSTOMER’S USE OF THE SUBSCRIPTION SERVICES TO COLLECT OR MANAGE SENSITIVE INFORMATION. THE SUBSCRIPTION SERVICES ARE NOT DESIGNED TO COMPLY WITH INDUSTRY-SPECIFIC REGULATIONS RELATING TO INDUSTRIES WHERE SENSITIVE INFORMATION IS EXCHANGED, SO CUSTOMER AND/OR THE USER MAY NOT USE THE SUBSCRIPTION SERVICES OTHERWISE WHERE ITS STORAGE, MANAGEMENT AND PROCESSING OF DATA VIA THE SUBSCRIPTION SERVICES WOULD BE SUBJECT TO SUCH LAWS.

6. Services

5.1 From the Commencement Date Neurolabs shall commence provision of the Implementation Services with a view to making the Subscription Services available to Customer in accordance with the Agreement. 
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‍5.2 Customer acknowledges that all third-party integrations required to integrate with the Subscription Services via API must be configured through the Implementation Services, and any specific requirements must be identified in advance by Customer and documented in the Order, and by default the Subscription Services may not offer these integrations, save for any APIs specifically listed as supported in the Order or specifically marketed in Customer’s marketing documentation from time to time as being compatible with the Subscription Services and available within Customer’s chosen Subscription Tier, which shall (insofar as they are within Customer’s control to maintain only) fall within the scope of Customer’s warranty in clause 6.2. These APIs are only supported insofar as they are still made available by the relevant third-party software provider, and changes to the way in which these APIs operate that require additional Professional Services on the part of the Neurolabs shall be separately chargeable. Additionally, insofar as these providers introduce or increase any fees to access their software via these APIs, these fees shall be separately chargeable. If Customer refuses to pay such charges, then support for these APIs shall be withdrawn.
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‍5.3 Neurolabs’ approach to Implementation Services is based on shared project responsibility, resulting in a cooperative, hands-on project that is jointly managed by Neurolabs and Customer. In addition to the assumptions and requirements set forth elsewhere in the Agreement, Customer acknowledges and agrees that the above approach, Charges and agreed timelines set out in Order (including any timelines Neurolabs may have mentioned in relation to the target Go-Live Date) are based on the following assumptions (as applicable) and these may change where these assumptions are not met:
- 5.3.1 Customer will accurately complete all applicable questionnaires, templates, and other documents and requests for data / SKUs as reasonably required for Neurolabs to fulfil its implementation roles and responsibilities, to the best of Customer’s knowledge and with timely assistance from Neurolabs where any such requests are unclear, each in the manner reasonably prescribed by Neurolabs by the agreed upon timelines, including before project kick-off (where required). Per the terms of the Order, additional SKUs may entail additional Implementation Services Charges;
- 5.3.2 Customer will, where applicable, provide reasonable access to Customer’s personnel with the appropriate knowledge of Customer’s systems, SKUs and their configuration; 
- 5.3.3 Any material changes to scope described in the Order will be addressed through a change request, if these have a material impact on costs;
- 5.3.4 Any configuration or test environment (including all data) will be decommissioned after a period of sixty (60) days from the go-live date (unless a longer period is agreed in writing with Neurolabs); 
- 5.3.5 Customer will appoint a Product Expert during project launch stage, who will complete necessary training specified by Neurolabs prior to or during project kick-off, and will be available for the duration of the implementation phase (save for illness, absence, leave or departure from the Customer’s employment); 
- 5.3.6 Customer will confirm acceptance for all Implementation Services in a reasonably timely fashion and per any project schedule;
- 5.3.7 Customer will complete training activities as outlined in the training curriculum provided by Neurolabs where training has been provided as a value-added Service, and per the project schedule prior to go-live date, following the instructions contained in the training materials (if any) generically provided by Neurolabs; and
- 5.3.8 Any product SKUs identified after project kick-off may result in additional Charges and impact timelines for the Implementation Services.5.4 Where the Services are deployed in a Partner context, Neurolabs shall provide commercially reasonable support to enable the Customer to operate distinct use cases or tenants, as agreed in the applicable Order.
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‍5.5 Neurolabs shall, during the Subscription Term, supply the Support, the Subscription Services and any agreed Professional Services to Customer on and subject to the terms of the Agreement.
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‍5.6 The provision of the Subscription Services shall be subject to ongoing provision by Neurolabs’ hosting services provider from time to time. Neurolabs shall use reasonable endeavors to inform Customer in advance of any planned service interruption to the Subscription Services, which it shall endeavor (save for urgent / high priority issues) to implement outside of Business Hours.
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‍5.7 Neurolabs will, as part of the Services and at no additional cost to Customer other than the Subscription Charges, provide Customer with second-line Support in accordance with Neurolabs’ support services policy (if any) in effect at the time that the Services are provided, subject to fair usage of the Support by Customer on Business Days during Business Hours. Support tickets may only be raised by the Customer’s nominated Product Expert and any Support tickets must have been triaged through the Product Expert by other Authorized Users in the first instance. The Product Expert must be available to interact with Neurolabs’ support team where they have any queries regarding a particular request and be ready to demonstrate any alleged bug or defect for the benefit of Neurolabs’ Support team. For clarity, subject to fair usage, there are no limitations on the number of Support tickets or requests that may be raised by the Customer. Customer shall procure that its Authorized Users provide access to Neurolabs to their accounts where required in order to provide remote support. Neurolabs may also provide online support resources for Authorized Users. Any support Services outside the above, including any on-site support required by the Customer shall be outside of scope and shall, if agreed between the parties, be chargeable at Neurolabs’ then prevailing standard daily or hourly rates as a Professional Service. These provisions shall be subject to any additional Support obligations outlined in the SLA or Order (where applicable). The Customer’s chosen Subscription Tier may also include additional premium support services, provided as a Professional Service, beyond the standard Support offering. 
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‍5.8 If the Customer wishes to request that a particular feature of the Software be improved or added at any time, it may request this, and this may be agreed and undertaken as a Professional Service, subject to agreement between the parties as to the nature of the request, timing and the charges for facilitating this request. Neurolabs will control the manner and means by which the Professional Services are performed (but these shall all be performed remotely) and reserves the right to determine personnel assigned to same.
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‍6.1 Each party represents and warrants to the other that it has the legal power and authority to enter into the Agreement (in the case of an individual representing a Customer, on that organization or entity’s behalf), and that the Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of the Agreement, and that the Agreement or Order is accordingly binding upon each party and enforceable per its terms.
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‍6.2 Neurolabs undertakes that the Services will be performed with reasonable skill and care, and that it will use reasonable endeavours to maintain the Subscription Services for the duration of the Term, subject to downtimes for planned maintenance (of which Neurolabs shall use reasonable endeavors to give Customer advance notice) or maintenance outside Neurolabs’ reasonable control (which shall be further subject to the SLA), offering the material Software functions and features set out in the Order (but subject to any caveats set out elsewhere in the Agreement). Otherwise, subject to the terms of any SLA, Neurolabs gives no warranties concerning the Services. 
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‍6.3 The undertaking at clause 6.2 shall not apply to the extent of any non-conformance which is caused by (a) use of the Subscription Services contrary to Neurolabs’ instructions or otherwise than as permitted by the Agreement, (b) modification or alteration of the Software or Services by any party other than Neurolabs or Neurolabs’ duly authorized contractors or agents, (c) issues with Customer Equipment; (d) interaction of the Software with other software programs or plugins maintained by Customer (subject to clause 5.2); (e) acts or omissions otherwise attributable to Customer and/or outside Neurolabs’ reasonable control. If the Services do not conform with the foregoing undertaking, Neurolabs will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance within a reasonable timeframe, or provide Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.2. Notwithstanding the foregoing, Neurolabs does not warrant that Customer's use of the Subscription Services will be uninterrupted or error-free, nor that the Services and/or their documentation will meet Customer's requirements.
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‍6.4 Customer acknowledges that it has assessed the suitability of the Services for its requirements. Neurolabs does not warrant that the Software, the Services and/or their documentation will be suitable for such requirements or that any use will be uninterrupted or error free.    
 
‍6.5 The Agreement shall not prevent Neurolabs from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
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‍6.6 Timing for performance of Neurolabs’ obligations under the Agreement shall not be of the essence.
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‍6.7 Neurolabs warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under the Agreement. 

7. Customer's obligations

Customer shall:
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(a) at its cost, provide Neurolabs with all necessary co-operation in relation to the Agreement, and all necessary data and access to information as may be required by Neurolabs, its agents or contractors, in order to render the Services, including but not limited to applicable specifications, data management decisions, approvals, security access information and configuration services;
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(b) comply with all applicable laws and regulations with respect to its activities under the Agreement;
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(c) carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays, Neurolabs may adjust any agreed timetable or delivery schedule as reasonably necessary;
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(d) ensure that the Authorized Users and Affiliates use the Services in accordance with the terms and conditions of the Agreement and shall be responsible for any breach of the Agreement by either;
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(e) obtain and shall maintain all necessary licenses, consents, and permissions necessary for Neurolabs, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
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(f) ensure that its network and systems comply with the relevant specifications provided by Neurolabs from time to time;
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(g) be solely responsible for procuring and maintaining its network connections and telecommunications links, and maintaining appropriate Customer Equipment;
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(h) provide a single main point of contact who can address questions or issues relating to the Services, provide timely feedback and review any changes to the Services; and
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(i) be solely responsible at its own cost for generating Customer Data, content and data required to utilize the Subscription Services and uploading all such content and data to the site provided to Customer using the Services. In the event that Customer requires any assistance from Neurolabs in this regard, Neurolabs may provide such assistance as it deems appropriate at its then prevailing charges as a Professional Service.

8. Third-party integrations

8.1 Additionally, Customer may use standalone third-party applications when accessing or using the Subscription Services, for example where it uses applications that integrate with or export data feeds to the Subscription Services via API or use the Subscription Services to authenticate or access another service. While the Agreement represents Neurolabs’ agreement with Customer, other parties’ terms govern their relationships. Whilst Neurolabs takes no responsibility for any User’s or Customer’s adherence to such terms or the actions taken by such third-parties, Customer warrants and represents that it will honor and adhere to such terms when using the Subscription Services and that Customer will not hold Neurolabs responsible for any interactions with such third parties or their terms, including for wrongful or negligent acts or omissions, or breaches of contract. 

‍8.2 When importing third party data streams using the Subscription Services, the Customer warrants and represents that it shall ensure it uses industry standard anti-virus technology and otherwise checks such data streams for any malicious code or content, including Customer Data which would breach the terms of the Agreement. 

‍8.3 Neurolabs does not control the content, messages or information found in or on or accessible through any third-party services accessible through or integrated with the Subscription Services. Neurolabs disclaims and will have no liability regarding such sites or services and any actions resulting from Customer’s or its Authorized Users’ use of the same. Such sites or services’ availability does not mean Neurolabs endorses, supports or warrants such sites or services.

‍8.4 Neurolabs shall not be responsible for any issues with performance of any third-party applications, and their integration within and functioning through the Subscription Services at all times is outside Neurolabs’ control and is not guaranteed. The third-party integrations supported by the Subscription Services may change from time to time, and Customer must have a valid account for any such applications at all times. However, as noted in clauses 5.2 and 6.2 (and subject to the provisions of those clauses), Neurolabs will use reasonable endeavors to facilitate the continued functioning of any third-party integrations and APIs with the Subscription Services which it has specifically documented in the relevant Order setting out the Software features and functions.  

9. Charges and payment

9.1 Customer shall pay the Subscription Charges (and any Professional Service Charges, or other charges specified or agreed) to Neurolabs in accordance with the Payment Terms. 

‍9.2 If Neurolabs has not received payment for any Subscription Charges in advance, and any Professional Services Charges within 10 days after the due date, or notice of a bona fide dispute, or Customer has cancelled any pre-approved payment method (for example a direct debit mandate) without prior agreement with Neurolabs, then, without prejudice to any other rights and remedies of Neurolabs: (a) Neurolabs may, without liability to Customer, disable Customer’s and any Authorized Users’ passwords, accounts and access to all or part of the Services and Neurolabs shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at a rate of 1.5% per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower, commencing on the due date and continuing until paid in full. If Customer disputes any portion of Charges set forth on any invoice, Customer shall (a) pay the undisputed portion of Charges on said invoice and (b) notify Neurolabs in writing within ten (10) days, of its basis for contesting the disputed Charges. Such disputes shall not impact Customer’s liability to pay any sums validly due and owing by law, but the parties shall endeavor to resolve any disputes as soon as reasonably practicable. 

‍9.3 If Customer is paying by direct debit or other online payment methods, it authorizes Neurolabs to charge Customer’s bank account or other online payment methods for all fees payable during the Subscription Term. Customer further authorizes Neurolabs to use a third party to process payments and consent to disclose Customer’s payment information to such a third party. Customer shall be responsible for any transaction fees or currency conversion costs incurred in connection with its selected payment method. Where applicable, such fees may be added to the total amount charged.

‍9.4 All amounts and fees stated or referred to in the Agreement: (a) shall be payable in the currency denominated in the Order; (b) are, subject to clause  15.6, non-cancellable and non-refundable; (c) are exclusive of taxes or duties payable under the Agreement as specified below, which shall be added to Neurolabs’ invoice(s) at the appropriate rate; and (d) shall be paid by bank transfer in full and cleared funds to the account specified on Neurolabs’ invoice, or by such other payment method (which must be kept up to date and accurate) as Neurolabs may accept from time to time. 

‍9.5 Customer is solely responsible for any transaction related taxes, which may include local, state, provincial, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes (but not, for clarity, taxes based on Neurolabs’ net income or gross revenue) imposed or become due in connection with the provision of Services to Customer under the Agreement and/or foreign withholding taxes (collectively Taxes). 
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- 9.5.1 If Neurolabs has a legal obligation to pay or collect Taxes for which Customer is responsible under the Agreement, the appropriate amount shall be computed based on Customer’s address listed in the applicable Order and invoiced to and paid by Customer. Customer hereby confirms that Neurolabs can rely on the sold-to name and address set forth in the Order(s) that Customer places with Neurolabs as being the place of supply for purposes of any Taxes (other than foreign withholding taxes). 
- 9.5.2 If Customer is legally entitled to an exemption from the payment of any Taxes, Customer will promptly provide Neurolabs with legally sufficient tax exemption certificates for each taxing jurisdiction for which it claims exemption.
- 9.5.3 If Customer is located in the EU and contracting with Neurolabs’ U.K. entity, Customer must provide Neurolabs with the VAT registration number under which Customer is registered in Customer’s member state. If Customer does not give Neurolabs a VAT registration number before Customer’s transaction being processed, Neurolabs will not issue refunds or credits for any VAT charged.
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9.6 For the avoidance of doubt, Customer’s payment obligations under the Agreement shall not be contingent upon Customer having raised any purchase orders or POs for any Charges payable, but Customer agrees, in any event, to do so immediately as and when its internal procedures require this, and to ensure that such POs reflect any Charges payable under the Agreement. Any terms which Customer may try to introduce as part of such POs shall be null and void and will not apply to Customer’s procurement of the Services or any other subject matter of the Agreement. Unless any special invoicing procedures are otherwise expressly set out within the Order, Neurolabs shall be entitled to raise any invoices by sending these to the email address contact that it maintains for Customer from time to time. 

‍9.7 If Customer is required to deduct or withhold any tax it must pay the amount deducted or withheld as required by law and pay Neurolabs an additional amount so that Neurolabs receives payment in full as if there were no deduction or withholding. 

‍9.8 If, at any time whilst using the Services, Customer exceeds the License Restrictions, Neurolabs shall charge Customer, and Customer shall pay, Neurolabs’ then prevailing charges for such excessive use.

‍9.9 Customer must keep its contact information, billing information and credit card information (where applicable) up to date through its account.

‍9.10 Neurolabs shall at the start of each Renewal Period, having given at least ninety (90) days’ prior notice to Customer (including via email or by notification within the ZIA platform), be entitled to increase the Subscription Charges or rates for Professional Services (if specified in the Order) and the Subscription Charges (and any rates for Professional Services specified in the Order) shall be deemed to have been amended accordingly for the duration of the Renewal Period (unless the Customer objects to such increase within thirty (30) days of notice from Neurolabs, in which case the Agreement shall not renew into any Renewal Period unless the parties otherwise agree). If no notice is given, Neurolabs may automatically adjust Subscription Charges or other Charges applicable for each subsequent Renewal Period annually in line with Consumer Prices Index, provided that such increase does not exceed 5% without the Customer’s prior written consent.

‍9.11 In the event of any non-payment of any validly due and owning charges or fees under the Agreement, Customer shall pay Neurolabs, as liquidated damages, a reasonable fee in respect of any management time incurred by Neurolabs in pursuit of recovery of sums due on foot of any unpaid invoice(s) and also agrees to indemnify and hold harmless Neurolabs, on a full indemnity basis, from and against any and all legal and other professional costs (including lawyers’ fees, debt recovery agent fees and other third party fees) associated with recovery of the outstanding sums. 

‍9.12 The liquidated damages payable under clause 9.12 shall accrue from the first event of non-payment and shall continue until payment in full of any outstanding debts by Customer. This clause is without prejudice to the right of Neurolabs to claim general damages, but subject to customary common law prohibitions on double-recovery of the same losses. 

9.13 The parties confirm that these liquidated damages are reasonable and proportionate to protect Neurolabs’ legitimate interest in performance.

10. Proprietary rights and data

10.1 Customer acknowledges and agrees that Neurolabs and/or its licensors own all intellectual property rights in or arising from the Services, Software and their documentation. All content on the Neurolabs’ site and contained within or accessible through the Subscription Service is copyright © Neurolaboratories Limited. The Neurolabs and ZIA names and brands, and all associated logos, are each the unregistered trademarks of Neurolaboratories Limited, and are protected by law. 

‍10.2 Except as expressly stated herein, the Agreement does not grant Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services, Software and its documentation. This shall be without prejudice to Customer’s ownership of any background intellectual property rights owned by it separately from the Agreement and/or pre-dating the Agreement.

‍10.3 Customer may not duplicate, copy, or reuse any portion of Neurolabs’ Software or Services or trademarks, without Neurolabs’ express permission, save that Customer may link to the Neurolabs’ site, provided it does so fairly and legally and in a way that does not damage Neurolabs’ reputation or take advantage of it. Customer must not establish a link in such a way as to suggest any form of association, approval or endorsement on Neurolabs’ part where none exists. Customer must not establish a link to Neurolabs’ website or portal on any website that Customer does not own unless Customer has relevant authorizations. Neurolabs reserves the right to withdraw linking permission without notice. The website in which Customer is linking must comply in all respects with the content standards set out in the Agreement. Neurolabs’ website must not be framed on any other site. Neurolabs may withdraw this license at any time on notice. If Customer wishes to link to or make any use of data on Neurolabs’ website other than that set out above, it must obtain Neurolabs’ prior written consent.

‍10.4 Customer shall own all rights, title and interest in and to all of Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data and the means by which it acquired such Customer Data. If tailored methods for collecting Customer Data are established or specifically requested  by Customer and accepted by Neurolabs in connection with the any Project or the  Services, the Customer represents, undertakes and  guarantees that Neurolabs’ or the Services utilization of such methods (together with the collection of the Customer Data itself) do not violate any  law or in breach of any agreement in force between the Customer and third parties or infringe any third party’s Intellectual Property Rights (and the indemnity in clause 13.1 shall be construed accordingly).

‍10.5 Customer grants Neurolabs a non-exclusive, worldwide, royalty-free right to store, utilize, and display Customer Data (in the manner in which Customer and/or its Authorized Users have made it available), and make copies solely and only to the extent as necessary to provide the Service to Customer and/or the Authorized Users. For example, this includes a right to do things like copy it to Neurolabs’ database and make backups, display the Customer Data and share it with Customer and/or other Authorized Users (unless access is restricted, in respect of Customer Data in private Customer accounts). Neurolabs does not sell Customer Data or otherwise distribute or use it outside the context of providing the Service and our Site to Customer and/or the User as noted above. This right will end or be revoked after Customer’s account is cancelled, or Customer and/or the User has deleted all copies of the relevant Customer Data uploaded to the Subscription Services. Neurolabs also reserves a perpetual, worldwide, transferrable, sub-licensable, irrevocable and royalty free right to use Customer Data on an aggregated anonymized basis, specificallyfor the purposes of operating, improving, and supporting the Services, provided that such data does not identify Customer or any individual and cannot reasonably be reverse-engineered to do so. Neurolabs do not treat specific Confidential Information, for example, Customer names, or any Personal Data, as non-identifying information. Neurolabs may use aggregated anonymized information for any purpose, including to combine it with third party data sources (including data obtained from offline sources and data obtained from other Authorized Users using the Subscription Services) or in an effort to improve the Subscription Services. 

‍10.6 Neurolabs shall use reasonable endeavors to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. However, Customer understands and acknowledges that use of the Subscription Services necessarily involves transmission of Customer Data over networks that are not owned, operated or controlled by Neurolabs, and that Neurolabs cannot be held responsible for any Customer Data lost, altered, intercepted or stored across such networks. Neurolabs does not guarantee that its security procedures will be error-free, that transmissions of Customer Data will always be secure or that unauthorized third parties will never be able to defeat Neurolabs’ security measures or those of Neurolabs’ third-party service providers.

‍10.7 Neurolabs shall not modify Customer Data, disclose Customer Data or access Customer Data except: (a) as required by law; (b) as expressly permitted by Customer; (c) to provide the Services; (d) to address technical problems or issues with the Services; or (e) at Customer’s request when providing Support. 

‍10.8 Neither Customer or any Authorized Users may access the Subscription Services where they are engaged as an employee or contractor with any business that competes with Neurolabs own or to attempt to gain access to Neurolabs’ Confidential Information with a view to building, creating or amending any software or service which competes with any element of the Subscription Service offered by Neurolabs. Further, during the Subscription Term, and for twelve (12) months thereafter, Customer shall not, or attempt to, build or develop any product or service that commercially competes with or is substantially similar to the Software, which it provides or intends to provide to third parties for payment (i.e. which is not solely intended for internal use). This obligation shall cease to apply only where there is no longer a commercial relationship between the parties, and Customer can demonstrate that (a) an independent third party has licensed or sold the Software (or something similar to it) to it on arms’ length terms, and (b) such competing solutions do not incorporate or contain, are not based upon, and do not rely in any way upon any Confidential Information made available by Neurolabs to the Customer, or to which the Customer otherwise gained access, under the Agreement or any previous contract between the parties. 

‍10.9 If Customer (including its Authorized Users) gives Neurolabs any Feedback, it acknowledges and agrees by accepting the Agreement that Neurolabs will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit or incorporate the Feedback into Neurolabs’ products, services, and documentation.

‍10.10 Customer acknowledges that it has no right to access the Software in source code form or unlocked coding or comments.

‍10.11 Neurolabs shall use its reasonable commercial endeavors to procure the backup of all Customer Data by its hosting services provider on a daily basis but otherwise backup of all Customer Data shall be the sole responsibility of Customer. In the event of any loss of or damage to Customer Data, Customer’s sole and exclusive remedy shall be for Neurolabs to use its reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest backup of such Customer Data maintained by Neurolabs’ hosting services provider. Customer should note that Neurolabs’ typical retention periods for Customer Data are as set out in its Privacy Policy. 

‍10.12 Each party will comply with its obligations under the DPA in respect of all processing by Neurolabs of Personal Data comprised in Customer Data and the other subject matter covered therein. 

‍10.13 Partner Client Data shall be treated as Customer Data for the purposes of this Agreement. The Customer represents and warrants that it has obtained all necessary rights, consents, and legal bases to submit such data to the Services.

11. Confidentiality

11.1 Neither party will use the other’s Confidential Information except as permitted under the Agreement. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its information of a confidential and proprietary nature but in any event at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other party’s Confidential Information, including, without limitation, disclosing such Confidential Information strictly only to those of its or its Affiliates’ employees, representatives, consultants, contractors or agents (together Representatives) who need to know such information, are subject to restrictions around the use of such Confidential Information substantially similar to those set out in this clause. Each party shall be liable and responsible for its Representatives adherence to such terms. The preceding obligations will not restrict either party from disclosing Confidential Information of the other party under the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable such party to contest such order or requirement (to the extent permitted by law). 

‍11.2 For the avoidance of doubt, Neurolabs considers Customer Data not publicly disclosed by Customer to be Customer’s Confidential Information and will protect and keep confidential such Confidential Information per (this) clause 11. Neurolabs may access and use such Confidential Information under the following circumstances (a) with Customer’s consent and knowledge, for support reasons; (b) if it have reason to believe such Confidential Information violates the law or of the Agreement, in which case it reserves the right to access, review, and remove them; (c) where it is compelled by law to disclose Customer’s Confidential Information; or (d) when access is required for operational or security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability and resilience of Neurolabs’ Subscription Services (in which case access will be limited to specifically authorized personnel and only exercised to the extent necessary to facilitate such purposes). For clarity, Customer is responsible for managing access to its account and Customer Data stored thereon, including invitations, administrative control, and access, as well as the Customer Data to which it grants Authorized Users access. Neurolabs is not responsible for the actions of any of Customer’s invited Authorized Users in this regard, nor for any breach of confidentiality that may result. Nor is Neurolabs responsible for any third party’s or User’s adherence to any terms imposed by Customer as a pre-requisite for access to its Customer Data. 

‍11.3 In accessing the Subscription Services, Customer and its Authorized Users may also gain access to information relating to Beta Previews which Neurolabs considers being Confidential Information, and Customer agrees on behalf of itself and its Authorized Users to protect and keep strictly confidential such Confidential Information per this clause 11. 

12. Non-solicition

12.1 During the Term and for 12 months thereafter, Customer will not, directly or indirectly, solicit for employment or for engagement as an independent contractor, or encourage leaving Neurolabs’ employment or engagement, any employee or independent contractor of Neurolabs or its Affiliates known to Customer. For the avoidance of doubt, general public advertisements for employment or engagement and any individual’s response thereto will not be deemed a violation of this clause. 

13. Indemnity - Customer's attention is particularly drawn to this clause

13.1 Customer shall defend, indemnify and hold harmless Neurolabs against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with its and/or the Authorized Users’ use of the Subscription Services including, without limitation, for any liability, damages, costs or claims incurred by Neurolabs due to Customer’s use of the Subscription Services for any purpose outside of the Purpose or any claim relating to Customer Data, including, without limitation, any claim brought by a third party alleging that Customer Data, or Customer’s use of the Subscription Services in breach of the Agreement infringes or misappropriates the intellectual property rights of a third party or violates applicable law, save to the extent directly attributable to Neurolabs’ breach of the Agreement. 

‍13.2 Neurolabs shall, subject to the other provisions of this clause 13 and the limitations in clause 14, defend Customer against any claim that the Subscription Services infringe any copyright, trade mark, patent or right of confidentiality and shall indemnify Customer for any amounts awarded by a court of competent jurisdiction against Customer in judgment or settlement of such claims, or agreed to by Neurolabs, provided that: (a) Neurolabs is given prompt notice of any such claim, together with all relevant details of the claim; (b) Customer provides reasonable co-operation to Neurolabs in the defense and settlement of such claim, at Neurolabs’ expense; and (c) Neurolabs is given sole authority to defend or settle the claim, and Customer does not compromise, settle or admit liability with respect to any claim without Neurolabs’ prior written consent (not to be unreasonably withheld). 

‍13.3 In the defense or settlement of any claim, Neurolabs may procure the right for Customer to continue using the Subscription Services, replace or modify the Subscription Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 

‍13.4 In no event shall Neurolabs, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on: (a) a modification of the Software or Subscription Services by anyone other than Neurolabs or Neurolabs’ authorized contractors or agents or (b) Customer's use of the Services in a manner contrary to the instructions given to Customer by Neurolabs or Neurolabs’ authorized contractors or agents; (c) Customer's use of the Subscription Services after notice of the alleged or actual infringement from Neurolabs or any appropriate authority; or (d) any element of the Software (or the Customer Data’s integration with same) not attributable to the Neurolabs (for example, Customer databases, or bespoke upgrades to the Software undertaken at the Customer’s direction incorporating content provided by the Customer).  

‍13.5 The foregoing provisions of clause 13 state Customer's sole and exclusive rights and remedies, and Neurolabs’ (including Neurolabs’ employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

14. Limitation of liability - Customer's attention is particularly drawn to this clause

14.1 This clause 14 sets out the entire financial liability of Neurolabs (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of: (a) any breach of the Agreement (including without limitation, any claim under clause 13.1 or clause 13.3); (b) any use made by Customer of the Software, Support or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

‍14.2 Except as expressly and specifically provided in the Agreement (including the SLA): (a) 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, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement; (b) the Services and all other services provided, procured and/or sub-contracted by Neurolabs under the Agreement, are provided to Customer on an “as is” and “as available” basis; and (c) Customer assumes sole responsibility for the use of the Services and their associated documentation by Customer and Authorized Users, and for conclusions drawn from such use, including any decisions made as a result of the Customer’s use of the Subscription Services. Neurolabs shall have no liability for any damage caused by errors or omissions in any information, instructions or data provided to Neurolabs by Customer in connection with the Services, or any actions taken by Neurolabs at Customer’s direction.

‍14.3 Neurolabs does not warrant that the Subscription Services will meet Customer’s requirements; that the Subscription Services will be uninterrupted, timely, secure, or error-free; that the information provided through the Subscription Services is accurate, reliable or correct; that any defects or errors will be corrected; that the Subscription Services will be available at any particular time or location; or that the Subscription Services are free of viruses or other harmful components. Neurolabs will not be responsible for any risk of loss resulting from Customer’s downloading or using files, information, Data or other material obtained from the Subscription Services.

‍14.4 Neurolabs may, from time to time at its discretion, generally upgrade and improve the Subscription Services as it sees fit, and Customer acknowledges that such upgrades and improvements may affect its use of the Subscription Services. 

‍14.5 Nothing in the Agreement excludes the liability of either party: (a) for death or personal injury caused by such party’s negligence; or (b) for fraud or fraudulent misrepresentation; or (c) any other liability which cannot strictly be excluded or limited by relevant law.

‍14.6 SUBJECT TO THE FOREGOING NEUROLABS SHALL NOT BE LIABLE WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE UNDER ANY LEGAL OR EQUITABLE THEORY IN ANY JURISDICTION: A) FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL OR LOSS OF REPUTATION, LOSS OF TURNOVER OR REVENUE, AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, LOSS, OR LIABILITY UNDER OR IN RELATION TO ANY OTHER CONTRACT, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THE AGREEMENT (SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW); AND B) FOR ANY TOTAL AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE AGREEMENT IN EXCESS OF AN AMOUNT EQUAL THE ANNUAL SUBSCRIPTION CHARGES PAID FOR THE 12 MONTH PERIOD IN WHICH THE CLAIM AROSE. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, ON WHICH NEUROLABS HAS BASED ITS CHARGES.

14.7 Customer acknowledges and accepts that Neurolabs does not and cannot warrant or represent that the Services are compliant with all regulatory or legal requirements to which Customer may be subject, or which may be relevant to the purposes for the Services may be used and in general, Neurolabs has no control over, and is not a party to or involved in any Projects or any Authorized Users’ activities which are facilitated by the Subscription Services. Neurolabs cannot assume responsibility for any party complying with its obligations or using the Subscription Services correctly. Whilst these Customer Terms set out the minimum standards and expectations that Neurolabs expects Authorized Users to adhere to when using the Subscription Services Neurolabs is not responsible for Authorized Users’ adherence to such terms and does not proactively monitor or vet Authorized Users of its Subscription Services.

15. Beta services

15.1 Customer acknowledges that all Beta Services may be subject to change at any time without notice. Customer uses Beta Services entirely at its own risk. Supplier gives no warranties whatsoever, and to the extent permitted by law, accept no liabilities whatsoever regarding the Beta Services and their use by Customer or any Authorized Users.  

‍15.2 Access to the Beta Services is permitted temporarily, and Supplier may suspend, withdraw, discontinue or change all or any part of the Beta Services, either generally or to Customer specifically, at any time, for any reason, with or without notice. Supplier will not be liable to Customer if, for any reason, the Beta Services are unavailable at any time or for any period.

‍15.3 Customer acknowledges and agrees that access and use of any applicable Beta Services Supplier offers constitutes reasonable and sufficient consideration. In return for that access, Customer is willing to adhere to the terms of the Agreement.  

‍15.4 As a Beta Services user, Customer may get access to information that isn't yet publicly available about new products and features that Supplier plans to offer. Given the nature of this information, it is important that Customer keeps it confidential. Customer agrees that any Beta Service information that isn't yet in the public domain, for example, information about a preview for a new Beta Service, is Supplier’s Confidential Information, whether or not expressly labelled as such. Customer agrees only to use such Confidential Information to test and evaluate the Beta Service, not for any other purpose. Customer also agrees not to disclose, publish, or share any Confidential Information with or to any third party unless it has set up the Beta Service in such a way that expressly encourages this (for example, where Customer is part of a forum Supplier has organized to trial or discuss a new Beta Service). 

‍15.5 Supplier’s Confidential Information relating to Beta Services does not include information that is: (a) (or becomes) publicly available without breach of the Agreement through no act or inaction on Customer’s part (for example, where a previously private Beta Service is rolled out as a regular Service by us); (b) independently developed by Customer without breach of any confidentiality obligation to Supplier or any third party; or (c) disclosed with Customer’s express written permission from Supplier. If Customer is required to disclose Confidential Information according to any order by a court or regulatory authority with jurisdiction over Supplier, it may do so provided that Supplier has been given reasonable advance written notice to object (unless prohibited by law) and the disclosure is limited to the maximum extent possible to comply with such an order of law.

16. Term and termination

16.1 This Agreement shall commence on the Commencement Date, or the date the Order is agreed or signed by both parties, whichever is earlier, and shall (unless terminated earlier in accordance with these terms) continue in full force and effect until the end of the Subscription Term (or, if no second-phase Order is signed, the conclusion of the discovery phase). 

‍16.2 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: (a) 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 (b)  an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or if such an administrator is appointed or if documents are filed with the court for the appointment of an administrator or if notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying charge holder, or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or if the other party takes or suffers any similar or analogous action in consequence of debt; (c) the other party ceases, or threatens to cease, to trade. Neurolabs may also terminate the Agreement: (a) for cause on thirty (30) days’ notice if Neurolabs determines that Customer is acting, or has acted, in a way that has or may negatively reflect on or affect Neurolabs, Neurolabs’ prospects, or Neurolabs’ customers. The Agreement may not otherwise be terminated prior to the end of the Subscription Term. 

‍16.3 Neurolabs may suspend any Authorized User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Services in a way that violates applicable laws or regulations or the terms of the Agreement, (ii) posting or uploading material that infringes or is alleged to infringe on the intellectual property rights of any person or relevant law, or (iii) to protect the integrity, operability, and security of the Subscription Services. Neurolabs may, without notice, review, edit and delete any Data that Neurolabs has reason to determine in good faith violates the Agreement, provided that the parties acknowledge and agree that Neurolabs has no duty to, and shall not, pre-screen, control, monitor or edit Customer Data. Neurolabs will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Subscription Services.

‍16.4 The Subscription Term shall automatically renew over each Renewal Period unless and until either party gives notice to the other in writing (including by email) that it does not wish the Agreement to continue beyond the Initial Subscription Term or the then current Renewal Period, such notice to expire no later than sixty (60) days prior to the end of the Initial Subscription Term or then current Renewal Period. 

‍16.5 On expiry or termination of the Agreement for any reason: (a) all licenses granted under the Agreement shall immediately terminate, even if no expiration date is specified in the Order provided by Neurolabs; (b) each party shall return and make no further use of any Confidential Information belonging to the other party; and (c) the accrued rights of the parties as at expiry or termination, or the continuation after expiry or termination of any provision expressly stated to survive (including, without limitation, clauses 1, 2, 9, 10, 11, 12, 13.1, 14, 16.5, 16.6 and 17) or implicitly surviving termination, shall not be affected or prejudiced; and (d) subject to payment of a fee and agreement on the structure and format of any Customer Data output, and the extent of the effort required by Neurolabs, Neurolabs will make reasonable efforts to provide Customer with a copy of such of its lawful, non-infringing Customer Data held in its or its Authorized Users’ accounts as Neurolabs is able to provide, provided that Customer makes this request within 30 (thirty) days of termination. Otherwise, Neurolabs will retain and use Customer Data as necessary to comply with its legal obligations, resolve disputes, and enforce Neurolabs’ agreements, but barring legal requirements, Neurolabs may delete all Customer Data within its control following the above mentioned 30 (thirty) day window. Neurolabs does not guarantee that any Customer Data can be recovered once this Agreement is terminated and any Authorized User accounts closed. Examples of Customer Data which may be retained by Neurolabs include: (a) where such Customer Data consists of basic information about Neurolabs’ customers (including contact, identity, financial, and transaction data) which Neurolabs must retain for six years after the Customer ceases to be a customer for tax purposes; (b) data held to resolve disputes, for example where an individual raises any claims concerning any Services, in which case the Customer Data will be retained while the relevant Agreement endures and for the six-year limitation period after termination or expiry of the same; (c) data as part of Neurolabs’ recovery processes, for example to facilitate the potential provision of a service to the Customer, that may permit the restoration of its account, or of accidentally deleted Customer Data (where possible, and upon request and for payment of a fee); or (d) data held as part of Neurolabs’ billing and payment processes.

‍16.6 Where Customer validly and lawfully terminates in accordance with clause 15.2(a) at any time following commencement of the Initial Subscription Term Neurolabs shall within 20 Business Days reimburse to Customer the Unused Portion of any Subscription Charges or other charges paid by Customer.  

17. Limitations of liability

17.1 Neurolabs shall have no liability to 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, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Neurolabs or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, epidemic or pandemic, 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 Customer is notified of such an event and its expected duration. Neurolabs shall not be responsible for the failure of any third-party systems or platforms with which the Subscription Services interact, including issues with third-party APIs. 

‍17.2 A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

‍17.3 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.

‍17.4 The Subscription Services and other technology Neurolabs makes available, and derivatives thereof, may be subject to export laws and regulations of the United States or the United Kingdom. Each party represents that it is not named on any U.S. government denied-party list or any analogous U.K. list. Customer shall not permit Authorized Users to access or use any Subscription Service in a U.S. or U.K. embargoed country or in violation of any U.S. or U.K. export law or regulation.

‍17.5 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

‍17.6 The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to their subject matter. Neurolabs’ obligations are not contingent on the delivery of any future functionality or features of the Subscription Services or dependent on any oral or written public comments made by Neurolabs regarding the Subscription Services’ future functionality or features. 

‍17.7 Unless Customer notifies Neurolabs in writing that it wishes to opt out, Neurolabs may use Customer’s name and logo to identify Customer as a user of the Subscription Services on its website or in standard promotional materials. Neurolabs may also refer to high-level, non-confidential use cases in which the Subscription Services were applied, provided that such references do not disclose any commercially sensitive or Customer-specific information. Neurolabs will not use Customer’s name, or the name of any of Customer’s clients, in any way that suggests endorsement or partnership without Customer’s prior written consent. Customer may opt out of marketing use of company name/logo at any time by contacting privacy@neurolabs.ai, and Neurolabs will comply with such request within a reasonable timeframe. This covers promotional materials, case studies, and customer testimonials as detailed in our Privacy Policy. 

‍17.8 Customer shall not, without the prior written consent of Neurolabs (such consent not to be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. Neurolabs shall be free to assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the consent of Customer but providing notice of any assignment or transfer. Neurolabs may also appoint a suitably qualified sub-contractor to perform or provide certain Services on its behalf. Customer will continue to be liable to pay Neurolabs any fees due under the Agreement and shall not be liable directly for any of the subcontractor’s fees or expenses. Neurolabs shall remain responsible for the performance by its sub-contractor of any sub-contracted Services and shall not sub-contract the Subscription Services in their entirety. 

‍17.9 Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorize 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).17.10 Notwithstanding any other provisions of the Agreement, nothing in the Agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.

‍17.11 Any notice required or permitted to be given under the Agreement shall be in writing and shall be delivered or transmitted to the intended recipient's address as specified in the Agreement or such other address as either party may notify in writing to the other from time to time for this purpose. It may also, in the case of notice by Neurolabs only, be notified by way of email to the email address Neurolabs has on account for a given Customer, or in the case of notices to Neurolabs, sent to legal@neurolabs.ai. Any such notice, in either case, must specifically reference that it is a notice given under the Agreement. Any notice shall be treated as having been served on delivery if delivered by hand, or 2 Business Days after posting if sent by pre-paid first-class post. In the case of notice served by posting on the Customer’s account or by email, the notice shall be deemed given at the time such upload goes live onto the website or at the time of transmission of the email (respectively). Neurolabs may provide Customer with information and notices about the Subscription Services electronically, including through the portal for the Subscription Services, or through a web site that Neurolabs identifies, which has a mechanism allowing Customer to subscribe to receive such notifications via email. Notice is given as of the date it is made available by Neurolabs. It is Customer’s sole responsibility to ensure that Customer’s administrators maintain accurate contact information for Customer. 

‍17.12 The applicable law and venue shall be determined based on the Neurolabs’ entity listed in the applicable Order (or identified from the applicable billing records maintained by Neurolabs where the Order is unclear). The Agreement shall be governed by and construed in accordance with the laws as set forth in the table below, without giving effect to conflict of law or choice of law principles. Any and all actions, suits, or judicial proceedings arising out of or relating to the Agreement shall be instituted and maintained exclusively in the courts identified in the table below. Where applicable, if either party may bring an action in a federal court, such action shall be brought in a federal court located in the same jurisdiction as specified. This choice of jurisdiction does not prevent either party from seeking injunctive or emergency equitable relief in any court of competent jurisdiction with respect to a violation of Intellectual Property Rights.

17.13 Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement or the transactions contemplated hereby.
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17.14 Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under clauses 10 or 11 may cause the other party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. 
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17.15 If Customer is a U.S. government entity or if the Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Services constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. § 2.101 and are being licensed to U.S. government user as commercial computer software subject to the restricted rights described in 48 C.F.R. §§ 2.101 and 12.212.
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17.16 Each party agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other party’s employees, agents, or subcontractors in connection with the Agreement. Each party will use reasonable efforts promptly to notify the other party should such party learn of any violation of this restriction. 
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17.17 The Order may be executed in any number of counterparts, each of which will be considered an original, but all of which together will constitute the same agreement. The exchange of a fully executed valid Order (in counterparts or otherwise) by electronic transmission, or its signature via DocuSign or other EIDAS compliant signature platform, or the Customer’s confirmation by email of its agreement to the terms of a valid Order and Neurolabs’ confirmation of their order, shall be sufficient to bind the parties to the terms and conditions of the Agreement. 
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17.18 All Professional Services and Support, the Agreement and any correspondence between the parties regarding the Agreement’s subject matter shall be exclusively in the English language. 
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17.19 Neurolabs might make versions of the Agreement available in languages other than English. If Neurolabs does, the English version of the Agreement will govern Neurolabs’ relationship. The translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement. 
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17.20 Unless otherwise stated in these Customer Terms, no amendment or variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives). The above notwithstanding, Neurolabs may, acting in its sole discretion, amend these Customer Terms from time to time and will endeavor to provide Customer with thirty (30) days’ notice before making the change effective when it does so. If Customer objects to any change the change shall not take effect (in relation to that Customer only) until the expiry of the then current Initial Subscription Term or Renewal Period (prior to which the Customer will have had an option under clause 15.4 to elect not to renew the Agreement into such subsequent term), and the version of the Customer Terms applicable to Customer until that point shall be the version applicable immediately prior to the latest update. Every time Neurolabs enters into a new Order with Customer the terms applying to the Agreement between the Parties shall be as outlined in the relevant version of these Customer Terms in force at the time of the signing of the relevant Order.