Meterian Terms And Conditions

1.   How to read this Agreement

This Agreement contains 20 sections. You may go directly to any section by selecting the appropriate link provided. The headings are for reference only. Some capitalised terms have specific definitions in section 3. Underlined words in this Agreement contain hyperlinks to further information.

2.   Why you should read this Agreement

2.1   What this Agreement covers.

1.   These are the terms and conditions:(I) which govern the use of our Websites by website visitors (Website Visitors); and (II) on which we provide our Services to you. For the purpose of this Agreement any reference to "you" or "your" means (I) a Website Visitor; or (II) an individual or entity that has subscribed to a Subscription Plan, or accesses our Services through an authorised reseller (as applicable).
   
   
2.   If you have entered into a separate Enterprise Subscription Plan agreement with us for the use of our Services, then that agreement will apply instead of this Agreement.
   
   

2.2   Why you should read them. Please read this Agreement carefully before you start to use our Services. This Agreement (always together with the documents referred to in it) tells you who we are, how we will provide the Services to you, how this Agreement may be changed or ended, what to do if there is a problem and other important information.

2.3   Other additional documents which apply to you. This Agreement refers to the following additional documents, which also apply to your use of our Services:

1.   Our Privacy Policy, which sets out the terms on which we process any personal data we collect about you, or that you provide to us. By using our Services, you consent to such processing and you promise that all data provided by you is accurate.
   
   
2.   Our Frequently Asked Questions ("FAQ") which provides answers to common customer questions.
   
   
3.   In order to receive some of our Services, you may be asked to agree to additional terms and conditions (including those referred to in section 19) which we will notify you at the relevant time.
   
   

2.4   You accept this Agreement. By visiting our Websites and/or using our Services, you confirm that you accept and agree to comply with this Agreement. If you do not agree, please do not use our Services.

2.5   Our right to make changes to this Agreement.

1.   Subject to clause 2.5(b), we reserve the right to change this Agreement at any time. The changes will take effect immediately from the time of publication. By continuing to visit our Websites and/or using our Services, you will be considered as having accepted the changes.
   
   
2.   We may change our fees at any time by posting a new fee structure on our Websites ("Fee Change"). If you are an existing fee-paying customer, we may notify you of the Fee Change in advance and such Fee Change will take effect from the start of next Renewal Term.
   
   
3.   If you use the Service as an anonymous user/Website Visitor on a session by session basis, the version of this Agreement in force at the beginning of a particular session will apply to your use of the Service during that particular session. We will not notify you of changes.
   
   

2.6   Where to get a copy of this Agreement. You can always see the most current version of this Agreement on our Websites. If you want a paper copy of this Agreement, please contact Customer Support.

3.   Glossary

In this Agreement:

API means the application programming interfaces provided by Meterian.

Authorised User means an authorisation token or a user that is authorised by you to use the Services and added to the Meterian Account. A user means your employees, agents and/or independent contractors.

Business Day means a day other than a Saturday, Sunday or a public holiday in England when financial institutions in London are open for business.

Confidential Information means information that is:

1. proprietary or confidential and is either clearly labelled as such or identified as confidential information in this Agreement; or
   
2. due to the nature of the information the recipient would clearly understand it to be confidential information of the disclosing party.

Documentation: the documents made available to you by us which provide a description of the Services and the user instructions for the Services.

Fair Usage Policy means the policy as further described in clause 15.2.

Information includes any analysis data, security scan reports, any data collected using our APIs, and metadata (analysis scores and information published in any format) that we produce as a result of scanning customer codebases.

Renewal Term has the meaning given to this term in section 11.

Services means all products, software, applications, services, content, features, technologies or functions offered by us and all related websites (including the Websites, Tools, Information, Documentation and API).

Subscription Plan means the subscriptions purchased/subscribed by you which entitle you and your Authorised Users to access and use the Services in accordance with this Agreement.

Subscription Term means the Initial Term together with any subsequent Renewal Term.

Meterian Account means the account you have opened with us in accordance with the terms of this Agreement to use the Services.

Tools means all developer tools, including but not limited to CLI, Actions, Pipes, where we provide the Services to you.

Website means any webpage, including but not limited to www.meterian.io or www.meterian.com, where we provide the Services to you.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

4.   Meterian Services

4.1   Services are subject to this Agreement. We license the use of the Services to you on the basis of this Agreement. We remain the owners of the Services at all times.

4.2   Services updates. From time to time, updates to the Services may be issued. Depending on the update, you may not be able to use our Services until you have updated them and accepted any new terms (if applicable).

4.3   Your right to use the Services. In consideration of you agreeing to abide by the terms of this Agreement, we grant you a non-transferable, non-exclusive, without the right to sub-licence, licence to use the Services from/on your device subject to this Agreement. We reserve all other rights.

5.   Who are we and how to contact us

5.1   Our company information. Meterian Limited is a company incorporated under the laws of England and Wales with company number 11439878 ("Meterian", "we", "us", or "our" as applicable).

5.2   Our UK Registered office. Our registered office is 196 Freston Road, London, W10 6TT, United Kingdom.

5.3   How to contact us. You can contact us by email. Our contact details are provided on the "Contact" page of our website.

6.   Who can use our Services

6.1   You must be 18 years or over. If you are an individual or a partner within a partnership:

1.   you must be 18 years or older to use our Services and by registering for a Meterian Account you declare that you are 18 years or older. We may ask you at any time to show proof of your age.
   
   
2.   you confirm that you will use our Services for your trade, business, craft or professional purposes only.
   
   

6.2   You must have authority to bind your business. You confirm that you have the full capacity and authority to enter into and perform this Agreement and this Agreement has been duly entered into by you or your authorised representative (as applicable).

6.3   Your use of the Meterian Account must not violate any applicable laws. You agree to comply with any applicable laws (including the applicable laws of the UK and your country of residence when opening and/or using a Meterian Account). You agree not to use the Services for any illegal activities. You will take responsibility for any consequences of your breach of this section.

7.   Your Subscription Plan

7.1   About your Subscription Plan

1.   To use and access our Services (except for browsing our Websites), you will need to sign up to a Subscription Plan, for further details of these plans, please visit https://www.meterian.io/plans.
   
   
2.   You agree to comply with terms of the Subscription Plans which are further set out in Schedule 1.
   
   
3.   If you would like to trial any of our fee-paying Subscription Plans, please contact us.
   
   
4.   You are responsible for granting permission to Authorised Users of your Meterian Account, which can be done via the Meterian Dashboard in your account. You shall ensure that only Authorised Users may access your Meterian Account and must not allow anyone else or any other machine/application to operate your Meterian Account.
   

8.   Getting started

8.1   Open a Meterian Account. To start using our Services, you must open a Meterian Account by selecting the relevant Subscription Plan and provide your details as prompted.

8.2   Information must be accurate. All information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We cannot be responsible for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents.

8.3   Activities on your Meterian Account. All activities under a Meterian Account shall be deemed as activities carried out by you and your Authorised Users. You shall only use the Services for your own account and not on behalf of other third parties, whether a person or entity.

8.4   One account per entity. You may only open one Meterian Account unless we have agreed in writing the opening of additional accounts. Meterian may refuse the creation of duplicate accounts by an individual or entity. Where duplicate accounts are detected, Meterian may close, disable or merge these duplicate accounts at its sole discretion.

9.   Keep your Meterian Account safe

9.1   Keep your Meterian Account safe
If you and/or your Authorised Users access our Services using a standard email/password authentication, you will and will ensure that each Authorised User will:

1.   not disclose passwords associated with your Meterian Account. Change the password regularly and ensure that it isn't reused across other online accounts.
   
   
2.   Contact Customer Support if anyone asks for your/Authorised Users' Meterian password.
   
   
3.   Always follow recommended password management practice, for example: https://support.google.com/accounts/answer/32040?hl=en .
   
   
4.   Keep the e-mail accounts used for signing into the Meterian Account secure and let Customer Support know immediately if such email addresses become compromised.
   
   
5.   If using an authorised third party authentication, ensure the third party account is secure, following the security guidelines required by such provider.
   
   
6.   not let anyone use your/Authorised Users' credentials to access the Meterian Account or watch you/your Authorised Users accessing it.
   
   
7.   not use any functionality that allows for login details or passwords to be cached or otherwise insecurely recorded.
   
   

9.2   Contact us if you suspect your Meterian Account has been compromised. If you suspect your Meterian Account or other security credentials are stolen, lost, used without your authorisation or otherwise compromised, you must contact Customer Support immediately. You are also advised to change your password. Any undue delays in notifying us may affect the security of your Meterian Account and also result in you being responsible for financial losses.

9.3   Authorising third parties. You may authorise third parties to access your Meterian Account to provide their services to you. You acknowledge that if you authorise a third party to access your Meterian Account, we may disclose certain information about your Meterian Account to this third party. We are not responsible for any such third party's use of your Meterian Account or any information in your Meterian Account. Granting permission to a third party does not relieve you of your responsibilities under this Agreement, including notifying us if your Meterian Account has been compromised or if an activity is unauthorised.

10.   How much will you pay?

10.1   You must pay our fees. You must pay the fees in connection with the use of our Services. We reserve the rights to disable your Meterian Account until we receive the fees from you.

10.2   You can see our fee structure on the Pricing page. We will let you know the exact amount payable by you when you set up your order. You can see our fee structure on the "Pricing" page. For clarity, unless otherwise notified in writing by Meterian, the fees applicable to you as set out on the "Pricing" page forms part of this Agreement which may be subject to change as set out in section 2.5.

11.   Term of this Agreement

If you subscribe to a Subscription Plan, this Agreement will start from the date we confirm that you have successfully subscribed to our Services and will continue for a period of 12 months ("Initial Term") unless it is terminated in accordance with the terms of this Agreement. After the Initial Term, this Agreement will be automatically renewed for successive periods of 12 months (each a Renewal Term) and each Renewal Term will have 3% annual price increase ("Renewal Increase").

12.   Closing your Meterian Account

12.1   Closing your Meterian Account.

1. If you are a Website Visitor, you may terminate your use of the Websites at any time by ceasing further use of the Websites.
   
   
2. If you have subscribed to a non-fee paying Subscription Plan, you may end this Agreement and close your Meterian Account at any time by contacting our Customer Support or disabling your account from the dashboard.
   
   
3. If you have subscribed to a fee-paying Subscription Plan, you may end this Agreement and close your Meterian Account by providing us with at least 30 days prior written notice before the end of the current Subscription Term with the date of termination not to be earlier than the end of the current Subscription Term.
   
   

12.2   You must not close your Meterian Account to avoid an investigation. If you attempt to close your Meterian Account during an investigation, we may keep your account data until the investigation is fully completed in order to protect our or a third party's interest.

12.3   You are responsible for your Meterian Account after closure. You agree that you will continue to be responsible for all obligations related to your Meterian Account even after it is closed.

13.   Intellectual property rights

13.1   You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services. Except as expressly stated, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

13.2   You may not, and may not attempt to, directly or indirectly:

1.   license, sublicense, sell, rent, lease, loan, transfer, assign, distribute, display, disclose, grant rights in the Services to any person or entity;
   
   
2.   commercially exploit the Services;
   
   
3.   remove, obscure, or alter any notice of any of our trade marks, or other "intellectual property" appearing on or contained within the Services;
   
   
4.   modify, copy, tamper with or otherwise create derivative works of any software or our Services; or
   
   
5.   reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in or as part of the Services.
   
   

13.3   You agree that Meterian may refer to you as our customer and publicise in or on our Websites or social media and in any of our sales and marketing materials, entirely without obligation or payment to you or restriction of any kind.

13.4   You may from time-to-time provide suggestions, comments, ideas or other feedback ("Feedback") to us with respect to the Services. To the extent that you provide such Feedback, you grant us an unlimited licence right and license to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback as we see fit, entirely without obligation or payment to you or restriction of any kind.

14.   Responsibility for loss or damage

14.1   Except as expressly and specifically provided in this Agreement:

1.   you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
   
   
2.   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 this Agreement;
   
   
3.   the Services and the Documentation are provided to you on an "as is" basis. You understand and agree that we have no obligation to modify any software to support your use of the Services.
   
   
4.   You acknowledge that the accuracy and completeness of the Services are dependent on a number of factors outside of Meterian's control, including design, implementation, and use of your project, erroneous dependency or vulnerability data, and changes to the environment in which your project is used.
   
   
5.   While we endeavour to keep up to date and build on our databases, you acknowledge that it does not provide any legal or other professional advice in relation to the Services and that we do not guarantee it is a complete source for all components or that it is relevant or suited to all the components included or used by your code or applications.
   
   
6.   We will not be liable to you for our failure to find, fix and monitor dependencies, or for any damage or loss suffered in consequence to any of such occurrences.
   
   
7.   We are not liable if a version upgrade breaks the functionality of your code or will not result in the introduction of malfunctions of any nature. You acknowledge that it is your responsibility to assess the impact of a version upgrade before using it.
   
   
8.   Suggestions made by us in relation to fixes (whether for updates, patches or monitoring services) are provided for general information only, and have not been made with your particular requirements in mind. It is therefore not intended to amount to advice on which you should solely rely.
   
   

14.2   We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation

14.3   We will have no liability to you for any:

1.   loss of profit,
2.   loss of business,
3.   business interruption,
4.   loss of business opportunity,
5.   depletion of goodwill and/or similar losses;
6.   loss or corruption of data or information; or
7.   special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement;

14.4   We are not liable for technological attacks.

1.   We will not be liable for any loss or damage caused by a Virus, or other technological attacks or harmful material that may infect your computer equipment, computer programmes, data or other proprietary material related to your use of our Services.
2.   Transmission of data on our Services is encrypted using SSH, HTTPS, and SSL/TLS. We also periodically review and adjust security safeguards as the threat landscape evolves. Ultimately no security system is impenetrable, and we cannot guarantee the security of our systems 100%. In the event that any information under our control is compromised as a result of a breach of security, our policy is to take reasonable steps to investigate the situation and, where appropriate, communicate with affected individuals

14.5   We have no control over websites linked to and from our Websites. We assume no responsibility for their content or any loss or damage that may arise from your use of them.

14.6   You are responsible for checking your Meterian Account regularly. We rely on you to regularly check your Meterian Account and to contact Customer Support immediately in case you have any questions or concerns.

14.7   We are not liable for things which are outside of our control. We (and our affiliates) cannot be liable for our inability to deliver or delay as a result of things which are outside our control.

14.8   You are liable for breaking this Agreement or applicable laws. In the unlikely event of loss or claims or costs and expenses arising out of your breach of this Agreement, any applicable law or regulation and/or your use of our Services, you agree to compensate us and our affiliates and hold us harmless. This provision will continue after our relationship ends.

14.9   What happens if you owe us money. In the event you are liable for any amounts owed to us, we may immediately suspend or cancel your Subscription Plan/Meterian Account. We may recover amounts you owe us through legal means, including, without limitation, through the use of a debt collection agency.

14.10   Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which any claim or series of connected claims arose.

15.   Accessing our services

15.1   We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our Services. If you have granted permission to a third party to access your account, we may refuse access to that third party if we are concerned about unauthorised or fraudulent access by that third party. We will give you notice if we do this, either before or immediately after we refuse access, unless notifying you would be unlawful or compromise our reasonable security measures.

15.2   Fair Usage Policy

1. In order to ensure an optimal level of service for all our users, we enforce a Fair Usage Policy across all our Services.
   
   
2. We define excessive usage as one that is above a reasonable level for the plan purchased. Meterian may determine, in its sole discretion, that a customer is using an excessive amount of resources and may, at any time and without notice, take one or more of the following remedial measures:
   
   • suspend or throttle excessive capability;
   • suspend your access to the service entirely;
   • require a customer to pay additional fees;
   • suspend or terminate your account.
     
3. This can be related (but not limited to) to any of the following causes:
   
   • excessive automated activity;
   • excessive bandwidth usage;
   • excessive API calls per minute; or
   • excessive analysis usage

16.   Information security

16.1   You are responsible for configuring your information technology, computer programmes and platform in order to access our Services. You should use your own virus protection software. We cannot guarantee that our Services will be free from bugs or viruses. You are responsible for any use of our Services with your account details, and for protecting your account details from unauthorised use.

16.2   You must not misuse our Services. You must not misuse our Services by introducing Viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful. You must not attempt to gain unauthorised access to our Services, Websites, our servers, computers or databases. You must not attack our Services or Websites with any type of denial of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Websites and/or our Services will cease immediately.

16.3   You must use reasonable endeavours to prevent any unauthorised access to, or use of, our Services and, in the event of any such unauthorised access or use, promptly notify us.

16.4   You must disclose security vulnerabilities to us appropriately. To disclose security vulnerabilities to us, you must inform us via email message to security@meterian.io. You must not post to any of our Websites.

17.   Linking to our site

17.1   You may link to our Websites provided you follow certain rules. You may link to our Websites, provided:

1.   you do so in a way that is fair and legal and does not damage our reputation or take advantage of it;
   
   
2.   you do not suggest any form of association, approval or endorsement on our part where none exists;
   
   
3.   you do not frame our Websites on any other site; and
   
   
4.   the website complies with our Fair Usage Policy.
   
   

We reserve the right to withdraw linking permission without notice.

18.   Confidentiality

18.1   Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

1.   is or becomes publicly known other than through any act or omission of the receiving party;
2.   was in the other party's lawful possession before the disclosure;
3.   is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
4.   is independently developed by the receiving party, which independent development can be shown by written evidence.

18.2   Subject to clause 18(d), each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

18.3   Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

18.4   A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 18(d) it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

18.5   Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

18.6   You acknowledge that details of the Services, and the results of any tests of the Services, constitute our Confidential Information.

19.   When we can end this Agreement or suspend our Services

19.1   We may end this Agreement by giving you one month notice.

1.   We may end this Agreement and close your Meterian Account or any service associated with it by giving you one month prior notice.
   
   
2.   Where we have ended this Agreement in accordance with the terms of this Agreement, no refunds will be provided in respect of any unused portion of the Services. At our discretion, we may continue to provide the Services to you until the end of your current Subscription Term.
   
   
3.   In respect of any Website Visitors, we may terminate your use of the Websites and deny you access to the Websites in our sole discretion for any reason or no reason, including for violation of this Agreement.
   
   

19.2   We may suspend or close your Meterian Account without notice in certain circumstances. We may at any time suspend or close your Meterian Account and/or end this Agreement without notice if:

1.   you breach any provision of this Agreement or documents referred to in this Agreement;
   
   
2.   we are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency;
   
   
3.   we have reason to believe you are in breach of any applicable law or regulation; or
   
   
4.   we have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity.
   
   

19.3   We may suspend your Meterian Account for security reasons. We may suspend your Meterian Account or restrict its functionality if we have reasonable concerns about:

1.   the security of your Meterian Account; or
   
   
2.   suspected unauthorised or fraudulent use of your Meterian Account.
   
   

19.4   We will give you notice of suspension where possible. We will give you notice of any suspension or restriction and the reasons for such suspension or restriction as soon as we can, either before the suspension or restriction is put in place, or immediately after, unless notifying you would be unlawful or compromise our reasonable security measures. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.

19.5   You cannot use the Services if this Agreement ends. On termination of this Agreement for any reason:

1.   all rights granted to you in connection with the Services shall cease, you must immediately delete or remove the Services, Tools, Information, and Documentation from your devices.
   
   
2.   Any analysis reports held in your Meterian Account will expire once your Meterian Account is closed.
   
   
3.   any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.
   
   

20.   Other important terms

20.1   We usually contact you via email. For this purpose, you must at all times maintain at least one valid email address in your Meterian Account profile. These emails may contain links to further communication on our Websites. If you don't maintain or check your email and other methods of communications, you will miss emails about our Services. We cannot be liable for any consequence or loss if you don't do this. If we have reasonable concerns either about the security of your Meterian Account, or any suspected or actual fraudulent use of the Service we will contact you via telephone, email, or both (unless contacting you would be unlawful or compromise our reasonable security measures).

20.2   Other ways we may contact you. In addition to communicating via email, we may contact you via letter or telephone where appropriate. If you use any mobile services, we may also communicate with you via SMS. Any communications or notices sent by:

1.   Email will be deemed received by you on the same day if it is received in your email inbox before 5pm on a Business Day. If it is received in your email inbox after 5pm on a Business Day or at any other time, it will be deemed received on the next Business Day.
   
   
2.   Post will be deemed received three days from the date of posting for UK post or within five days of posting for international post.
   
   
3.   SMS will be deemed received the same day.
   
   

20.3   Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without attachment) or send you a notification pointing you to information on our Websites in a way that enables you to retain the information in print format or other format that can be retained by you permanently for future reference. Do keep copies of all communications we send or make available to you.

20.4   This Agreement is made in the English language. Documents or communications in any other languages are for your convenience and only the English language version of them are official.

20.5   Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end or make any changes to this Agreement.

20.6   We may transfer this Agreement to someone else. You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement (including the Meterian Account) without our prior written consent. We reserve the right to transfer, assign or novate this Agreement (including the Meterian Account) or any right or obligation under this Agreement at any time without your consent. This does not affect your rights to close your Meterian Account under this Agreement.

20.7   If a court finds part of this Agreement illegal, the rest will continue in force. Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

20.8   Even if we delay in enforcing this Agreement, we can still enforce it later. If we delay in asking you to do certain things or in taking action, it will not prevent us taking steps against you at a later date.

20.9   Which laws apply to this Agreement and where you may bring legal proceedings. This Agreement is governed by English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

A1.   Schedule 1: Subscription Plan

A1.1   Subject to you subscribing to the relevant Subscription Plan and your compliance with the terms of this Agreement, we grant you a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services during the Subscription Term solely for your internal business operations.

A1.2   In relation to the Authorised Users, you shall procure that:

1.   Each Authorised User uses the Services in accordance with the terms of this Agreement. You are responsible for any Authorised User's breach of this Agreement.
   
   
2.   Each Authorised User will not exceed the limitations expressed in the Subscription Plan;
   
   
3. Each Authorised User will comply with our Fair Usage Policy and will not use the Services in a way that is harmful to others ("Acceptable Use"). Examples of harmful use include, but are not limited to:
   
   
   1.   Excessive Bandwidth Usage - If your bandwidth usage is determined to be significantly excessive in relation to other customers, we reserve the right, at all times acting reasonably, to suspend your account or throttle any network call until such consumption is reduced.
      
      
   2.   Improper Usage - you shall not, in any circumstances, use our Services for any form of excessive automated bulk activity, attempt to disrupt or tamper the services in ways that could harm their functionality, or place an undue burden on our Services.
      
      
   3.   Scraping - Scraping (extracting data from our Website via an automated process, such as a bot or web crawler) is forbidden. It does not refer to the collection of information through our API.
      
      
   4.   Our Protection of Other customers - you agree not to engage in activity that significantly harms our other customers. We will resolve disputes in favour of protecting all of its customers as a whole.
      
      
4.   Unless 3rd party authentication services (such as Google, Github) are used to login to use the Services, each Authorised User shall keep a secure password for his/her use of the Services and Documentation, that such password shall be changed no less frequently than MONTHLY and that each Authorised User shall keep his/her password confidential;
   
   
5.   we or our designated auditor are permitted to audit the Services in order to establish the authentication tokens, name and password of each Authorised User, and your data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
   
   
6.   if any of the audits referred to in paragraph A1.2.d reveal that any authentication tokens or passwords, has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and
   
   
7.   if any of the audits referred to in paragraph A1.2.d reveal that you have underpaid Subscription Fees to us, then without prejudice to our other rights, you shall pay us an amount equal to such underpayment as we notify you in writing.
   
   

A1.3   You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:

1.   is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   
   
2.   facilitates illegal activity;
   
   
3.   depicts sexually explicit images;
   
   
4.   promotes unlawful violence;
   
   
5.   is discriminatory based on any characteristics which are 'protected characteristics' as defined in the Equality Act 2010; or
   
   
6.   is otherwise illegal or causes damage or injury to any person or property;
   
   

and we reserve the right, without liability or prejudice to our other rights, to disable your access to any part of our Services that breaches the provisions of this clause.

A1.4   Upgrades and Downgrades of Subscription Plan

1.   Subject to paragraphs A1.4.b and A1.4.c you may, from time to time during any Subscription Term, change your Subscription Plan.
   
   
2.   If you wish to upgrade your existing Subscription Plan, you shall notify us in writing. We shall evaluate such request and respond to you with approval or rejection of the request. Where we approve the request, we shall activate the new Subscription Plan within 1 business day of your payment of our invoice. You shall, within 30 days of the date of our invoice, pay to us the relevant fees for such new Subscription Plan. If such new Subscription Plan is purchased by you part way through the Initial Term or any Renewal Term (as applicable), such fees shall be pro-rated from the date of activation by us for the remainder of the Initial Term or the current Renewal Term (as applicable).
   
   
3.   If you wish to downgrade your existing Subscription Plan, you shall notify us in writing at least 30 days prior to the end of the current Subscription Term. We will evaluate such request and respond to you with approval or rejection of the request. If we approve your request, your downgraded Subscription Plan will begin at the start of the Renewal Term. You shall, within 30 days of the date of our invoice, pay to us the relevant fees for the new Subscription Plan.