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Host Terms and Conditions

  1. SimGrid owns and operates a leading platform known as “The SimGrid” which hosts sim racing and other esports leagues and competitions involving esports teams and drivers. 
  2. SimGrid provides services to professional esports tournament hosts and organisers, leagues and tournaments, teams, and individual professional and amateur drivers and participants.
  3. The Host is a leading tournament host and organiser of a sim racing and/or esports tournament.
  4. The Parties have agreed that SimGrid will provide certain services relating to the Platform to the Host on the terms and conditions of this Agreement.
  5. DEFINITIONS
    1. For the purposes of this Agreement the following words shall have the meanings set forth against them:-
Affiliateshall mean in respect of any Party at the relevant time, any holding company of that party and any subsidiary of that party, or of any such holding company, with the terms “holding company” and “subsidiary” having the meanings given in the Companies Act 2006.
“Business Day”means any day (other than a Saturday or Sunday) on which banks are open for the conduct of normal banking business in the City of London;
Claimshall have the meaning set out at paragraph 9.1.
“Client”shall mean the client of SimGrid (whether a host, team, driver or otherwise) who or which is the contracting party to this Agreement, together with its permitted assignee(s).
Client IPany and all Intellectual Property Rights relating to the Client or the Client’s brand which SimGrid requires in order to provide the Services (including without limitation any Tournament-related information).
“Commencement Date”shall mean the date on which the Client commences using the Services. 
“Deducted Costs”shall mean: a “Platform Fee” of 15% of the value of each Transaction; a “Transaction Fee” of $0.25 in respect of each Transaction; any server taxes, value added tax and/or other similar sales or consumption taxes included in any such Gross Revenue; and any third party costs incurred by SimGrid in connection with the Platform which are agreed between the Parties in writing including without limitation any costs in connection with the set-up and operation of the Platform.

Worked example:

Entry fee: $10
Gross Revenue: $10

Less Deducted Costs: 
Platform fee: 15% of $10 = $1.50
Transaction Fee: $0.25
Tax: 3% of $10 = $0.30
Host Revenue Share: $7.95
“Force Majeure Event”shall mean circumstances beyond the reasonable control of a Party, whether or not reasonably foreseeable at the time of entering into this Agreement, making it impractical to perform its obligations including: acts of God, flood, storm, drought, earthquake or other natural disaster; disease, epidemic or pandemic; compliance with any law or governmental order or World Health Organisation rule, decision, regulation, guidance, recommendation, or direction; terrorist attack, civil commotion, war or riots; malicious damage; nuclear, chemical or biological contamination; internet outages; communication outages; failure of a utility service or transport network; default of suppliers, contractors or subcontractors; collapse of building, fire, explosion, breakdown or accident; and strikes, lock-outs or other industrial disputes.
“Gross Revenue”shall mean the gross amount of monies actually received by SimGrid during the Term from Entry Fees and Tips in connection with the Tournament(s).
“Host Revenue Share”shall mean Gross Revenue less the Deducted Costs.
“Intellectual Property Rights”shall mean patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Permitted Use”shall mean the hosting, administering, running and operating of the Tournament(s).
“Platform”shall mean the platform to which the Services relate.
“Representative”shall have the meaning set out at paragraph 7.8.
“Services”shall mean the provision of the Platform for use by the Client for the Permitted Use (which shall be subject to amendment from time to time upon the written agreement of both Parties. 
“SimGrid”shall mean Speed Capital Limited, a company registered in England and Wales with company number 12014013 with its registered office at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX.
“SimGrid Materials”shall mean any Intellectual Property Rights, equipment, documents, data, information, designs, processes, formulae, computer coding, algorithms, methodologies, products, materials, items, tools, systems, confidential systems and other works (whether owned by SimGrid or a third party), provided by SimGrid or its Representatives to the Client as part of this Agreement, whether as part of the Services or otherwise.
SimGrid Partiesshall have the meaning set out at paragraph 10.1.
“Territory”shall mean worldwide. 
“Third Party Software”shall have the meaning set out at paragraph 4.7.
“Third Party Software Terms and Notices”shall have the meaning set out at paragraph 4.7.
“Transaction”shall mean either an Entry or a Tip, whereby an “Entry” is an entry to the Tournament made by a driver, participant or team in accordance with the relevant Tournament terms and conditions; and a “Tip” is a reward paid by players after an event or championship is complete. Tips are at the discretion of players.
  1. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
  2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  3. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 
  4. A reference to a law 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.
  5. Words in the singular shall include the plural and vice versa. 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.
  1. SERVICES
    1. Subject to the Client complying with the terms of this Agreement, SimGrid shall provide the Client with access to the Platform and provide the Services in accordance with this Agreement.
    2. The Services shall commence on the Commencement Date and shall continue for the Term, unless and until terminated by either Party pursuant to paragraph 12 or extended in accordance with paragraph 2.3 below.
    3. The Parties hereby agree to discuss in good faith prior to the expiry of the Term the possibility of extending the Term for a further period beyond the expiry of the Term. For the avoidance of doubt, however: (a) any such extension shall only occur upon the prior written agreement of both Parties and no Party shall be obliged or bound to renew, extend or commence any form of new relationship beyond the expiry of the Term; and (b) in the event that the Parties agree to an extension, the Parties shall renegotiate the scope of the Services and the commercial terms in good faith, and agree and document in writing the amended Services and commercial terms (as applicable).
    4. SimGrid’s obligation to provide the Services in accordance with this Agreement shall be subject to the following:
      1. the Client shall provide SimGrid with such access, materials, personnel, cooperation and information as are reasonably required by SimGrid to provide the Services;
      2. SimGrid shall not be liable for any delay or default in performance arising from the Client’s failure to comply with paragraph 2.4.1;
      3. no change to the scope of the Services shall be effective unless signed in writing by the Client and SimGrid and in the absence of any such change SimGrid may (unless otherwise agreed) continue to provide (and the Client shall continue to pay for) such Services as if such change had not been requested;
      4. the Client shall not unreasonably withhold, condition, or delay acceptance of any such Services.
  2. FEES, REVENUE SHARE AND PAYMENT TERMS
    1. In consideration of SimGrid’s compliance with the terms of this Agreement, the Client shall be entitled to receive the Host Revenue Share in respect of each Transaction.
    2. Payments for events are made upon Clients request. Payment Requests can be made within 5 days of an event/championship starting. Within seven (7) days of a Payment Request, SimGrid shall send to the Client a written statement (“Statement”) showing the Gross Revenue to date; and the Host Revenue Share payable to the Client. Upon receipt of the relevant Statement, the Client shall issue an invoice in the applicable amount of the Host Revenue Share, such invoice to be payable within thirty (30) days.
    3. SimGrid shall receive and collect all Gross Revenue and all Gross Revenue shall be paid directly to SimGrid. If any Gross Revenue is for whatever reason paid directly to the Client, the Client shall transfer the full amount of said Gross Revenue to SimGrid as soon as reasonably practicable.
    4. It is required that the Client use the payment facilities provided on the website to process payments. Clients are strictly prohibited from offering alternative payment methods, either via private channels or links in the event description.
    5. No costs or expenses incurred by the Client may be chargeable by the Client to SimGrid under this Agreement unless expressly agreed between the parties. 
  3. LICENCE AND INTELLECTUAL PROPERTY RIGHTS
    1. In accordance with this Agreement, SimGrid hereby grants the Client a limited, personal, non-exclusive, non-transferable, non-sub licensable licence to: (a) use the Services and the Platform, in the Territory solely in connection with the Permitted Use. The Client may not use the Services or the Platform for any other purpose without SimGrid’s prior written consent.
    2. The Client hereby grants to SimGrid during the Term a royalty-free, worldwide, non-exclusive licence to use and reproduce the Client IP for the purposes of providing the Services and in connection with promoting and marketing the relationship between the Parties pursuant to this Agreement (including without limitation on customer lists on SimGrid’s website and social media channels). 
    3. The Client hereby acknowledges that SimGrid and/or its licensors own all rights, title and interest (including Intellectual Property Rights) in and to the Platform, the Services, the SimGrid Materials and the registered and unregistered trade marks of SimGrid (the “SimGrid IP”). The Client shall not have any right or interest in such SimGrid IP except as expressly provided by this Agreement. Any rights not expressly granted to Client in this Agreement, are hereby reserved.
    4. The Client acknowledges that the SimGrid IP and any goodwill attached to it is and will remain property of SimGrid and the Client shall not acquire any title or interest in it or goodwill as a result of the Client’s use of them, and all use of the SimGrid IP shall inure solely for SimGrid’s benefit.
    5. The Client shall not:
      1. copy, sell, distribute, reproduce, transfer, publicly display, translate, modify, adapt, create derivative works from, deconstruct, reverse engineer, decompile or disassemble, lease, loan, sub-license or otherwise deal in copies or reproductions of the Platform or the Services in any way except as expressly permitted by this Agreement;
      2. remove, delete, obscure, disable, modify, add to or tamper with any program code or data, copyright, trade mark or other proprietary notices and legends contained on or in the Platform or the Services;
      3. circumvent, disable or otherwise interfere with security-related features of the Platform or the Services, or with features that prevent or restrict use of the Platform or the Services;
      4. use the Platform or the Services to infringe, misappropriate, or violate any privacy rights or third party rights (including Intellectual Property Rights);
      5. use the Platform or the Services in a way that is derogatory, libellous, threatening, offensive, harassing, deceptive, abusive, promoting of violence or any illegal or immoral activities;
      6. develop any service or product that is the same as, or substantially similar to, or that competes with the Platform and/or Services or any data or functionality in the Platform and/or Services during their time as hosts on the SimGrid platform.
    6. The Client shall prevent, and shall be solely responsible for, any unauthorised access to or use of the Platform and/or the Services. The Client will immediately notify SimGrid of any unauthorised access or use of the Platform and/or the Services.
    7. The Platform and/or the Services may include third party software components that are subject to open source and/or pass-through commercial licences and/or notices (“Third Party Software” and “Third Party Software Terms and Notices“, respectively), and to the extent of any conflict between this Agreement and any Third Party Software Terms, the latter shall take priority. The Client shall, and shall procure that any Relevant Third Parties shall, comply with any applicable Third Party Software Terms and Notices.
    8. Any representations, warranties, indemnities or other commitments made by SimGrid in this Agreement concerning the Platform and/or the Services (if any), are made by SimGrid and not by any authors, licensors, or suppliers of, or contributors to, such Third Party Software. Notwithstanding anything in this Agreement to the contrary, SimGrid does not make any representation, warranty, guarantee, or condition, and does not undertake any defence or indemnification, with respect to any Third Party Software.
    9. All Intellectual Property Rights in respect of the Platform or any works based on the Platform and/or the Services (“Creations“) shall belong to and vest in SimGrid absolutely on creation.
    10. To the extent that any Intellectual Property Rights in Creations do not vest in SimGrid for any reason whatsoever, the Client hereby assigns, and by way of future assignment shall assign, to SimGrid, with full title guarantee and including by way of present assignment of past, present and future copyright (if applicable), all Intellectual Property Rights in Creations and all materials produced pursuant or preparatory thereto, including the exclusive right to do and to authorise others to do any and all acts in relation to Creations throughout the world together with all rights of action in respect of any past or existing infringements of such Intellectual Property Rights by any third party.
    11. The Client hereby waives any moral rights, rights of authors and/or any similar rights and therefore grants to SimGrid total and unlimited rights to use, modify and adapt Creations for all purposes and in any manner SimGrid deems appropriate.
    12. The Client agrees, at the Client’s cost, to do all things required by SimGrid for Intellectual Property Rights in Creations to vest in, or be assigned to, SimGrid as set out in this paragraph 4 (including by the execution of any documents or deeds).
  4. FEES
    1. The Parties shall comply with the fee, revenue share and payment terms set out in this Agreement.
  1. Without prejudice to any other right or remedy which may be available to SimGrid, whether under this Agreement or otherwise, SimGrid reserves the right to set off against any monies due or becoming due to the Client, and/or deduct or withhold from payment of any such monies, any liability of SimGrid to the Client and/or its affiliates whether under this Agreement or otherwise and howsoever arising (whether in contract, tort (including negligence), breach of statutory duty or otherwise and whether such liability is present or future, liquidated or unliquidated).
  2. SimGrid’S OBLIGATIONS

SimGrid shall ensure that the Services will conform in all respects with this Agreement and perform the Services with the highest level of care, skill and diligence in accordance with best practice in the sim racing and esports industry.

  1. THE CLIENT’S OBLIGATIONS
    1. The Client shall:
      1. perform its obligations under this Agreement with the highest level of care, skill and diligence in accordance with best practice in the Sim Racing industry;
      2. co-operate with SimGrid in all matters relating to the Services, and comply with SimGrid’s reasonable and lawful instructions (including without limitation those of the SimGrid Lead) and act in good faith towards SimGrid at all times;
      3. hold all SimGrid Materials in safe custody at its own risk and maintain SimGrid Materials in good condition until returned to SimGrid, and not dispose of or use SimGrid Materials other than in accordance with SimGrid’s written instructions or authorisations;
      4. not do or omit to do anything which may cause SimGrid to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business; 
      5. ensure that the Client Lead is available at all times on reasonable notice to provide such assistance or information as SimGrid may require; and
      6. have no authority (and shall not hold the Client’s self out as having authority) to bind SimGrid, unless SimGrid has specifically permitted this in writing in advance in each case.
    2. In relation to the Client’s personnel, the Client shall ensure that any personnel involved in performance of its obligations herein have suitable skills and experience to enable them to perform the tasks assigned to them.
    3. The Client acknowledges that a failure by SimGrid to comply with the terms of this Agreement can only relieve the Client from complying with its obligations under this Agreement with effect from the date on which the Client notifies SimGrid in writing and in reasonable detail of SimGrid’s failure and its effect or anticipated effect.
    4. SimGrid shall be entitled to provide services identical or similar to the Services to any other third party, including drivers, participants, tournament organisers and hosts, and other businesses within the esports and gaming industries.
    5. The Client shall appoint the Client Lead who shall have the responsibility and commensurate authority for the Client’s obligations hereunder and to whom questions regarding the Agreement can be referred. The Client Lead shall co-operate with the SimGrid Lead and shall attend meetings scheduled as reasonably requested by the SimGrid Lead.
    6. The Client shall provide SimGrid and any employees, agents, officers, subcontractors, consultants and other representatives (“Representatives”) of SimGrid, in a timely manner such in-put material and other information as SimGrid may reasonably require in order to provide the Services, and ensure that such information is accurate in all material respects.
    7. If SimGrid’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission of the Client or its Representatives (the “Client Default”):
      1. SimGrid shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from SimGrid’s failure or delay to perform any of its obligations as set out in this paragraph 7; and
      2. SimGrid shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays SimGrid’s performance of any of its obligations. 
    8. The Client shall not, without the prior written consent of SimGrid, at any time from the date of this Agreement to the expiry of two (2) years after the expiry or termination of the Agreement, solicit or entice away from SimGrid or employ or attempt to employ any person who is, or has been, engaged as a Representative of SimGrid in the provision of the Services.
  2. WARRANTIES
    1. Each Party represents and warrants to the other Party that it has all rights, title and authority to enter into this Agreement. 
    2. The Client warrants, represents and undertakes that it shall: 
      1. comply with all laws, regulations, regulatory policies, guidelines or industry codes  which apply to its use of the Services in the Territory; 
      2. not use the Services or the Platform for any unlawful purposes or in violation of this Agreement;
      3. not introduce any virus and/or any other contaminant that may be designed to have a material, adverse effect on the Services and/or the Platform; 
      4. not infringe, misappropriate or violate SimGrid’s Intellectual Property Rights; and
      5. not do, or omit to do, anything which disparages, defames or puts SimGrid into disrepute, SimGrid’s trademarks/trading names, goodwill and/or the Services.
  3. CONFIDENTIAL INFORMATION 
    1. Each of SimGrid and the Client (“Receiving Party”) shall at all times (both during the Term and after termination or expiry of the Agreement) keep confidential, and shall not without the prior consent of the applicable other Party (“Disclosing Party”), use or disclose to any third party (other than as permitted in this paragraph 9) any Confidential Information of the Disclosing Party, save as required by law or by governmental or regulatory authority and/or to its employees, officers, representatives or advisers who need to know such Confidential Information for the purposes of exercising the relevant Party’s rights or carrying out its obligations under or in connection with this Agreement.
    2. For the purpose of this Agreement, “Confidential Information” shall mean all confidential information (however recorded or preserved) disclosed or made available, directly or indirectly, by the Disclosing Party, including but not limited to:
      1. the terms of this Agreement;
      2. any information that would be regarded as confidential by a reasonable business person relating to (i) the Platform; (ii) the business, affairs, customers, clients, suppliers, plans, intentions, business contacts or market opportunities of the Disclosing Party; and (iii) the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and
      3. any information or analysis derived from the Confidential Information; but not including any information that: (i) is or becomes generally available to the public (other than as a result of its disclosure by the Disclosing Party in breach of this Agreement); or (ii) was lawfully in the possession of the Receiving Party before the information was disclosed to it by the Disclosing Party as evidenced by written records; (iii) is agreed by the Disclosing Party in writing not to be confidential or to be disclosable.
    3. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this Agreement are granted to another Party or to be implied from this Agreement.
  4. INDEMNITY
    1. The Client shall indemnify, defend and hold harmless SimGrid, its affiliates and its and their directors, employees, representatives, agents and sub-contractors and its and their respective successors, heirs and assigns (collectively, the “SimGrid Parties”) from and against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the SimGrid Parties or any of them in connection with any third party claim, action or proceeding (a “Claim”) arising from or relating to:
      1. the Client’s use of the Platform and/or the Services; or
      2. any breach by the Client of this Agreement.
    2. SimGrid will:
      1. provide the Client with prompt notice of any Claim (provided, however, that failure to do so shall not relieve the Client of its indemnification obligations hereunder except to the extent of any material prejudice to the Client as a direct result of such failure);
      2. permit the Client to assume and control the defence and settlement of such Claim; and
      3. upon the Client’s written request, provide to the Client all available information and assistance reasonably necessary for the Client to defend such Claim. SimGrid reserves the right, at any time, to take full or partial control of the defence and/or settlement of the Claim and in such cases, the Client agrees to reasonably cooperate with SimGrid defence activities at the Client’s own cost and expense.
    3. The Client shall not enter into any settlement or compromise of any Claim or admit to any liability, without the express prior written consent of SimGrid.
  5. LIMITATION OF LIABILITY
    1. This paragraph 11 sets out SimGrid’s entire financial liability (including any liability for the acts or omissions of its directors, employees, representatives, agents and sub-contractors) to the Client:
      1. arising out of and/or in connection with this Agreement;
      2. in respect of any use made by the Client of the Platform and/or the Services or any part of them; and
      3. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
    2. Nothing in this Agreement is intended and nor shall it be construed as an attempt by either Party to exclude or limit its liability: (i) for death or personal injury caused by its negligence; (ii) for fraud; or (iii) to the extent such limitation or exclusion is not permitted by applicable law.
    3. Subject to paragraph 11.2, SimGrid shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of or damage to goodwill;
      6. loss of use or corruption of software, data or information; or
      7. any indirect or consequential loss.
    4. Nothing in this Agreement excludes the liability of SimGrid:
      1. for death or personal injury caused by SimGrid’s negligence;
      2. for fraud, fraudulent misrepresentation or fraudulent misstatement; or
      3. any statutory liability not capable of limitation.
    5. Other than as expressly stated otherwise in this Agreement, and, to the fullest extent permissible by law and without limitation, SimGrid gives no warranties that the Services will be fit for purpose, of satisfactory quality, uninterrupted or error free save where expressly set out in this Agreement.
    6. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law.
    7. SimGrid’s total liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances.
    8. Subject to paragraphs 10.3 and 10.4, SimGrid’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under and/or in connection with the performance or contemplated performance of this Agreement shall be limited to an amount equivalent to the aggregate amount of the Host Revenue Share actually paid by SimGrid to the Client in relation to the Services pursuant to this Agreement as at the date the relevant liability arose.
    9. The rights of SimGrid under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by common law.
    10. Except as expressly and specifically provided in this Agreement, the Platform and/or the Services are provided by SimGrid to the Client “as is” to the fullest extent permissible pursuant to applicable law. The Client acknowledges that it is its sole responsibility to determine that the Platform and/or the Services meet its business requirements. To the fullest extent permissible pursuant to applicable law, SimGrid disclaims all warranties and conditions express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement, in relation to the Platform and/or the Services, their use and the results of such use. SimGrid does not warrant that the Platform and/or the Services will meet the Client’s requirements, operate without interruption or be error free.
  6. TERMINATION
    1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
      1. the Client commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
      2. the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; 
      3. the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
      4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with its winding up other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction;
      5. a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;
      6. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party;
      7. the holder of a qualifying floating charge over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;
      8. a person becomes entitled to appoint a receiver over its assets or a receiver is appointed over its assets; or
      9. any event occurs or proceeding is taken in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraph 12.1.3 to paragraph 12.1.8 (inclusive).
    2. SimGrid may, at its sole discretion, without notice and without liability to the Client, terminate or suspend the Services pursuant to this Agreement in the event that SimGrid reasonably considers that: 
      1. The Client has violated this Agreement;
      2. The Client has attempted to abuse or exploit the Services; or
      3. SimGrid is unable to continue to provide the Services due to technical or legitimate business reasons.
  7. CONSEQUENCES OF TERMINATION
    1. On termination of this Agreement, the following paragraphs shall continue in force:
      1. paragraph 4 (Licence and Intellectual Property Rights);
      2. paragraph 9 (Confidential Information);
      3. paragraph 10 (Indemnity);
      4. paragraph 11 (Limitation of Liability);
      5. paragraph 12 (Consequences of termination);
      6. paragraph 26 (Governing Law); and
      7. paragraph 27 (Jurisdiction).
    2. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
    3. On termination of this Agreement for any reason:
      1. all licences granted under this Agreement will immediately terminate; 
      2. each Party will return or destroy (at the other Party’s discretion) all Confidential Information in its possession within five (5) Business Days; and
      3. the Client shall return all of the SimGrid Materials to SimGrid within seven (7) days of the effective date of termination.
    4. Any SimGrid property in the Client’s possession and any original or copy documents obtained by the Client in the course of providing its obligations hereunder (whether SimGrid Materials or otherwise) shall be returned to SimGrid at any time on request and in any event on or before the termination of this Agreement. The Client also undertakes to irretrievably delete any Confidential Information stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in the Client’s possession.
  8. FORCE MAJEURE
    1. If a Party is prevented, hindered or delayed in or from performing any of its obligations under or in connection with this Agreement by a Force Majeure Event (expect for its payment obligations), the affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations (expect for its payment obligations).
    2. The affected Party claiming the Force Majeure Event shall promptly notify the non-affected Party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
    3. If any Force Majeure Event occurs, the dates for performance of the affected obligations shall be postponed for so long as is made necessary by the Force Majeure Event, provided that if any Force Majeure Event continues for a period of or exceeding thirty (30) consecutive days, the non-affected Party shall have the right to terminate this Agreement immediately on written notice to the affected Party.
    4. The affected Party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event.
  9. DATA PROTECTION
    1. In respect of any processing of data in connection with this Agreement, each Party shall comply with:
      1. Data Protection Laws; and
      2. the terms of any data processing addendum agreed and entered into between the Parties.
    2. For the purpose of this Agreement “Data Protection Laws” means UK Data Protection Laws and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other directly applicable European Union regulation relating to privacy; and “UK Data Protection Laws” means any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
  10. ASSIGNMENT
    1. SimGrid shall be permitted to assign or novate the benefit of this Agreement to any company which at the time in question is an Affiliate or to any entity which succeeds to all or substantially all of SimGrid’s assets and business, subject to that assignee or new company first undertaking in writing to the Client that it will henceforth perform all the obligations of SimGrid under this Agreement. All references in this Agreement to SimGrid shall be construed as including any such company. The Client shall continue to comply with the provisions of this Agreement after any such assignment or novation.
    2. The Client shall not assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of SimGrid.
  11. SEVERANCE
    1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of this Agreement.
    2. If any provision or part-provision of this Agreement is or becomes invalid, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  12. PUBLICITY
    1. SimGrid may issue a high-level press release announcing the Parties’ relationship under this Agreement, subject to the Club’s prior consent.
  13. WAIVER 
    1. A waiver of any right or remedy under this Agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 
    2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 
  14. VARIATION

This Agreement may only be varied by a document signed by both the Client and SimGrid.

  1. NOTICES
    1. Any notice, approval or other communication to be given under this Agreement shall be in writing and shall be delivered:
      1. personally; or
      2. sent by first class post to the address of the relevant Party set out in the Parties section above; or
      3. sent by email to the email addresses of the SimGrid Lead and the Client Lead as agreed between the Parties.
    2. Any such notice shall be deemed given, in the case of hand delivery, at the time when the same is left at the addressee’s address or, in the case of first class post, on the business day after delivery or, in the case of a facsimile, upon transmission by the sender provided that the transmitting or, in the case of email, on the business day in which the notice was sent to the relevant email address set out at paragraph 21.1.3 above.
  2. NO PARTNERSHIP OR AGENCY
    1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
    2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
  3. THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the Client and SimGrid shall have any rights under it. The terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the Parties or this Agreement may be rescinded (in each case), without the consent of any third party.

  1. ENTIRE AGREEMENT
    1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. This Agreement applies to the exclusion of any other terms that the Client seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  2. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

  1. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  1. JURISDICTION

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).