Thank you for choosing Elate.

This Agreement is made between Elate, a provider of care management solutions ("Service Provider"), and any party that engages Elate’s services ("Client"). By accessing and utilising Elate’s care management platform, the Client agrees to be bound by the terms and conditions outlined in this Agreement.

‍

Definitions and Interpretation 

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means, any day (other than a Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the United Kingdom;

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

“Fees” means the fees payable by the Client to the Service Provider in consideration of the use of the care management platform;

Parties The entities or individuals bound by this Agreement, collectively referred to as Elate (the "Service Provider") and the Client. The term "Party" refers to either Elate or the Client individually, depending on the context.

“Services” means the services to be provided by the Service Provider to the Client.

“Term” means the term of this Agreement as defined in Clause 9; and

“User(s)” any individual or entity authorised by the Client to access and use the care management platform provided by Elate, whether directly or indirectly, including employees, contractors, agents, or other third parties acting on behalf of the Client. 

“We/Us/Our” means Cross Digital Ltd, a company registered in England and Wales. under company number 10157215 whose registered Office is at 1 Highcroft Court, Exeter, Devon, EX4 4RW

“You” means the Client. 

‍

1. Unless the context otherwise requires, each reference in this Agreement to:
   1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
   2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
   3. “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
   4. a Schedule is a schedule to this Agreement; and
   5. a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
   6. a "Party" or the "Parties" refer to the parties to this Agreement.
2. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
3. Words imparting the singular number shall include the plural and vice versa.
4. References to any gender shall include the other gender.
5. References to persons shall include corporations.

‍

IT IS AGREED as follows: 

1. Elate’s Obligations

‍‍

1. We will provide the Services in accordance with the relevant Terms and Conditions outlined in this Agreement. Functions on the Elate Platform will only be available to users who have successfully registered with us.
2. We commit to maintaining the Platform and Services to meet industry standards and best practices. We will ensure the Platform is secure, reliable, and functions as described in the Agreement.
3. We will offer support and maintenance services as specified in this Agreement, ensuring the Platform remains operational and up-to-date.
4. We reserve the right to restrict or remove access to the Platform if any breach of the Terms occurs or if the user engages in any activity that jeopardises the integrity or security of the Platform.

‍

2. Client’s Obligations

In using our Services, you must comply with the Terms and Conditions of this Agreement. These obligations apply to all users of our Services and Platform as follows:

1. You confirm that you are authorised to enter into this Agreement and conduct any activities through your account. If you are opening an account on behalf of a company or other business, you confirm that that business has authorised you to act on its behalf.
2. You may only use our Services for lawful purposes. You must not use the Services in any way that breaches local or international law, for fraudulent purposes, or to transmit unsolicited advertising or spam.
3. Any information you submit to us at any time (whether registering for an account, completing forms, responding to requests, or otherwise) must be true and not misleading.
4. You must not misuse our Services by introducing viruses or other malicious code to our Platform nor attempt to gain unauthorised access to the Platform, related systems, servers, or source code. You must not attack our Site through Distributed Denial of Service (DDOS) or other means. Breaching this provision may constitute a criminal act, obliging us to report you to law enforcement and provide any necessary information about you.
5. You must keep your account and password login details secure and not allow anyone else to use your account. You are responsible for all activities that occur under your account. You must notify us immediately if you discover or suspect unauthorised access to your account.
6. In the event that the Service Provider requires the Client's decision, approval, consent, or any other form of authorisation or communication to continue providing Services (or any part thereof), the Client shall use reasonable endeavours to provide the same in a reasonable and timely manner.

‍

3. Fees and Payment

‍‍

1. In consideration of the Services, the Client shall pay the Fees to the Service Provider in accordance with the subscription plan chosen. All Fees are quoted in GBP (£),  inclusive of taxes where applicable, and are payable either monthly or annually, as per the selected plan, in accordance with the provisions of Clause 3.
2. The subscription fee for Elate is billed in advance on a recurring basis. It is non-refundable, including instances where the Platform is used for only part of the subscription period. The Client's subscription will automatically renew under the terms of the initial subscription unless the Client cancels it or Elate terminates it. The Client will receive a reminder email before the subscription is renewed. It is the Client's responsibility to ensure that payment information is up to date and that all invoices are paid on time.
3. The Client shall pay the Subscription Fees in advance, in accordance with the billing cycle chosen at registration (monthly or annually). The Service Provider will issue an invoice for the upcoming subscription period at the beginning of each billing cycle. Payment is due immediately upon receipt of the invoice and must be made no later than the start of the next billing cycle to ensure continued access to the Platform.
4. Payments should ideally be made via direct debit, offering an efficient way to manage subscription fees. However, other accepted payment methods are available for the Client's convenience. Accepted credit cards include Visa, MasterCard, American Express, and Discover. Additional payment options, such as PayPal and Stripe, are also offered to provide flexibility. By submitting payment details, the Client agrees to the use of their payment information in accordance with the Service Provider's Privacy Policy.
5. It is the Client’s responsibility to ensure that payment information is up to date and that all invoices are paid on time. Failure to do so may result in service interruptions or additional charges as specified in the terms of the Elate platform.
6. Without prejudice to sub-Clause 10.4.1 and any other rights or remedies open to it, if the Client fails to pay the Service Provider within the period set out in sub-Clause 3.3: 
   1. The Client shall pay interest on the overdue sum at the rate of 2% per annum above the Bank of England's base rate from time to time. Such interest shall accrue daily from the due date until payment is made in full to the Service Provider of the overdue sum, whether before or after judgement. The Client shall pay the interest due together with the overdue sum. 
   2. The Service Provider shall have the right to suspend the Services until full payment of the overdue sum (together with any interest due) is made.
7. The provisions of sub-Clause 3.6 will not apply if the Client promptly contacts the Service Provider to dispute an invoice in good faith. No interest will accrue while such a dispute is ongoing. Charges applied to the Client's billing account for the use of Elate must be contested within thirty (30) days from the date of the billing transaction. Disputes can be made by contacting our customer support team. Any disputed charges not reported within thirty (30) days of the transaction date are deemed final and not subject to further inquiry.
8. The Supplier reserves the right to modify their service fees upon at least 30 days prior notice to the Support Recipient, which will be sent to the email address provided during registration. Any changes to the service fees will be applicable to the next billing cycle following the notice.
9. All sums due under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding (except such amount (if any) of tax that is to be deducted or withheld by law).

‍

4. Limitation of Liability

‍

1. Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by its negligence (or the negligence of that Party’s employees, agents, or subcontractors); for fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by law.
2. Nothing in this Agreement shall limit the Service Provider’s liability for breach of the implied terms implied by section 2 of the Supply of Goods and Services Act 1982 (relating to title and quiet possession).
3. Subject to sub-Clauses 4.1 and 4.2, neither Party shall be liable to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising out of or in connection with this Agreement.
4. The total liability of the Service Provider to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to £20,000 or an amount equal to the total Fees payable by the Client under this Agreement, whichever is the greater sum.
5. The total liability of the Client to the Service Provider, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to £20,000 or an amount equal to the total Fees payable by the Client under this Agreement, whichever is the greater sum.
6. Notwithstanding sub-Clause 4.3, but subject to sub-Clause 4.4, the Service Provider shall be responsible for the following losses, which shall be recoverable by the Client:
   1. Any sums paid by the Client to the Service provider pursuant to this Agreement in respect of services not provided in accordance with the terms of this Agreement;
   2. Wasted expenditure;
   3. Any additional costs incurred by the Client in obtaining alternative or replacement services where Services have not been provided in accordance with this Agreement;
   4. Any losses incurred by the Client arising out of, or in connection with, any claim, demand, fine, penalty, action, investigation, or proceeding by any third party against the Client which is caused by an act or omission of the Service Provider;
7. The Client’s rights under this Agreement are in addition to, and not instead of, any rights or remedies to which it may be entitled under common law.‍

‍

5. Indemnity

‍

1. If we are subject to any third-party claim as a result of your breach of any of your obligations under the Terms, or as a result of your negligence, misrepresentation or other wrongful act, then you will indemnify us against that claim. 
2. Indemnifying us means you will indemnify us and hold us harmless against all costs, expenses, losses, damages or liabilities suffered or incurred by us as a result of or in connection with that third-party claim, including (without limitation) any legal and professional fees. You also agree to provide us with all reasonable assistance and information we may request from you in order to enable us to defend and settle the claim and mitigate our (and your) liability.
3. If we receive any third-party claim against which we are entitled to be indemnified, we will notify you and we will consult with you in managing and settling that claim.

‍

6. Confidentiality

‍‍

1. Each Party undertakes that, except as provided by sub-Clause 6.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for a period of 3 years after its termination:
   1. keep confidential all Confidential Information;
   2. not disclose any Confidential Information to any other party;
   3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
   4. not make any copies of, record in any way or part with possession of any Confidential Information; and
   5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 6.1.1 to 6.1.4 above.
2. Either Party may:
   1. disclose any Confidential Information to:
      1. any sub-contractor or Client of that Party;
      2. any governmental or other authority or regulatory body; or
      3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by this Agreement or as required by law.  In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 6.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question.  Such undertaking should be as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

2. use any Confidential Information for any purpose or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

3. Only communications explicitly marked as confidential or those containing sensitive or proprietary information shall be considered Confidential Information under this Agreement. Routine operational communications that do not contain sensitive or proprietary information shall not be covered by the confidentiality obligations set forth in this Agreement.
4. The provisions of this Clause shall continue in force in accordance with their terms indefinitely for trade secret information or for as long as such information remains a trade secret under applicable law, and for 3 years for all other Confidential Information, notwithstanding the termination of this Agreement for any reason.

‍

7. Assignment and Sub-Contracting

‍‍

1. This Agreement is personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
2. The Service Provider shall be entitled to perform any of the obligations undertaken by it through any other member of its group or suitably qualified and skilled sub-contractors.  Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of the Service Provider.

‍

8. Data protection and processing

In this Clause 8:

1. “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; and
2. The terms “personal data”, “processing”, “data subject”, “controller”, “processor”, and “personal data breach” shall have the meanings defined in Article 4 of the UK GDPR, and the terms “Data Processor” and “Data Controller” shall have the same meanings as “processor” and “controller” respectively. The term “domestic law” means the law of the United Kingdom or a part thereof.
3. Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 8 shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.
4. For the purposes of the Data Protection Legislation and for this Clause, Elate shall be the “Data Processor”, and the Service Provider (Care provider) shall be the “Data Controller”. 
5. Our Data Protection Policy sets out the scope, nature, and purpose of the processing, the duration of the processing, the type(s) of personal data, and the category or categories of data subjects.
6. The Data Controller shall (without prejudice to the generality of sub-Clause 8.3) ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the lawful collection of personal data by the Data Processor for the purposes described in (insert location for description of data collected on elate and purpose) for the duration of the Contract.
7. The Data Processor shall (without prejudice to the generality of sub-Clause 8.3), with respect to any personal data processed by it in relation to its performance of any of its obligations under the Contract:
   1. process the personal data only on the written documented instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by domestic law. The Data Processor shall promptly notify the Data Controller before carrying out such processing unless it is prohibited from doing so by that law;
   2. ensure that it has in place appropriate technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage, or destruction. Such measures shall be appropriate and proportionate to the potential harm resulting from such events and to the nature, scope, and context of the personal data and processing involved, taking into account the current state of the art in technology and the cost of implementing those measures.
   3. ensure that any and all persons with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
   4. not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:
      1. the Data Controller and/or the Data Processor has/have provided appropriate safeguards for the transfer of personal data;s
         1. affected data subjects have enforceable rights and effective legal remedies;
         2. the Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
         3. the Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data;
   5. assist the Data Controller, at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to impact assessments, security, breach notifications, and consultations with supervisory authorities or other applicable regulatory authorities (including, but not limited to, the Information Commissioner’s Office);
   6. notify the Data Controller without undue delay of any personal data breach of which it becomes aware;
   7. on the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination or expiry of the Contract unless it is required to retain any of the personal data by domestic law; 
   8. maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with Clause 8 and to allow for audits, including inspections, by the Data Controller and/or any party designated by the Data Controller. The Data Processor shall inform the Data Controller immediately if, in its opinion, any instruction infringes the Data Protection Legislation and 
   9. indemnify the Data Controller against any loss or damage suffered by the Data Controller as a result of any breach by the Data Processor of its obligations under Clause 8. 

8. The Data Processor shall not subcontract any of its obligations with respect to the processing of personal data under this Clause to another processor without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints another processor, the Data Processor shall:
   1. enter into a written contract with the other processor, which shall impose upon that other processor substantially the same obligations as are imposed upon the Data Processor by this Clause 8, which the Data Processor shall ensure shall reflect the requirements of the Data Protection Legislation at all times;
   2. ensure that the other processor complies fully with its obligations under that agreement and the Data Protection Legislation; and
   3. remain fully liable to the Data Controller for the performance of that other processor’s obligations and the acts or omissions thereof.

‍‍

9. Force Majeure

‍‍

1. No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

‍

10. Term and Termination

‍‍

1. This Agreement shall come into force on the same date as the agreement date and shall continue until terminated at any time by either party, subject to the provisions of Clause 10.
2. Either Party shall have the right, exercisable by giving not less than thirty (30) days written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 10.1 (or any further period for which this Agreement has been extended pursuant to this provision) to request the extension of the Term of this Agreement for a further period of one (1) year.  Such extension shall occur only upon the mutual agreement of the Parties.
3. Either Party may terminate this Agreement by giving the other no less than thirty (30) days' written notice to expire on or at any time.
4. Either Party may immediately terminate this Agreement by giving written notice to the other Party if:
   1. any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within thirty (30) Business Days of the due date for payment;
   2. the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within thirty (30)  Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
   3. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
   4. the other Party makes any voluntary arrangement with its creditors or, being a company becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
   5. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
   6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
   7. that other Party ceases or threatens to cease, to carry on business; or
   8. control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement.  For the purposes of this Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122, respectively of the Corporation Tax Act 2010.
5. For the purposes of sub-Clause 10.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
6. The rights to terminate this Agreement given by Clause 9 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

‍‍

11. Effects of Termination

Upon the termination of this Agreement for any reason:

1. any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;
2. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;
3. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
4. subject as provided in this Clause 11 and except in respect of any accrued rights, neither Party shall be under any further obligation to the other; and
5. each Party shall (except to the extent referred to in Clause 6) immediately cease to use, either directly or indirectly, any Confidential Information and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

‍

12. Intellectual Property Rights

‍‍

1. Rights in our content

The intellectual property rights in all the content and in our Services belong either to us or to whomever licensed that content to us. You agree that you won’t copy or make use of it without having first obtained our permission or permission from whomever owns the relevant intellectual property rights. Uses which are expressly permitted by law (for instance, if you print off a copy of an article or these Terms for your personal reference are OK. 

2. You may also take excerpts from articles or posts on our Site to create your own content referring to our Site, provided that you do not repost the entire article or post a substantial part of it and provided that you include a link to the original article or post. Also, if you would like to make any use of any of our content (maybe you would like to spread the word about Elate) then please contact us at info@elateuk.com so we can discuss this with you.

‍

13. No Waiver

No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

‍

14. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

‍‍

15. Costs

Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

‍‍

16. Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under this Agreement or any other agreement at any time.

‍‍

17. Time

The Parties agree that all times and dates referred to in this Agreement shall be of the essence of this Agreement.

‍‍

18. Relationship of the Parties

Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

‍‍

19. Third Party Rights

No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

‍

20. Notices

‍‍

1. All notices under this Agreement shall be in writing and deemed duly given if signed by or on behalf of a duly authorised officer of the Party giving the notice.
2. Notices shall be deemed to have been duly given:
   1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
   2. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
   3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
   4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case, notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

‍

21. Entire Agreement

‍‍

1. This Agreement contains the entire agreement between the Parties with respect to its subject matter. It may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
2. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in this Agreement.

‍‍

22. Counterparts

This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

‍

23. Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement.  The remainder of this Agreement shall be valid and enforceable.

‍

24. Dispute Resolution

‍

1. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
2. If negotiations under sub-Clause 24.1 do not resolve the matter within thirty (30) Business Days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
3. If the ADR procedure under sub-Clause 24.2 does not resolve the matter within sixty (60) Business Days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
4. The seat of the arbitration under sub-Clause 24.3 shall be England and Wales.  The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties.  In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
5. Nothing in this Clause 24 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
6. The Parties hereby agree that the decision and outcome of the final method of dispute resolution under this Clause 24 shall be final and binding on both Parties.

‍‍

25. Law and Jurisdiction

‍

1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
2. Subject to the provisions of Clause 24, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

‍

26. Product Updates and Service Notifications

We reserve the right to communicate with all authorised users of Elate regarding product updates, system enhancements, maintenance notifications, and other important information necessary for the effective use of the platform. These communications are strictly limited to updates and notifications relevant to your subscription and the operation of Elate.

As a client, you may also receive communications about related services, features, or updates that we believe are of legitimate interest and aligned with your use of Elate. While these may form part of our client-focused communication, they will remain relevant to your experience with the platform. You will always have the option to manage your preferences for these communications to suit your needs.

‍

27. Revisions

We may revise these General Terms of Use (or any of our other Terms) at any time. You should check our terms for changes from time to time, but if the revisions are material, we will notify you using the contact details you have provided to us or by messaging your account. By continuing to use Elate, you will be accepting our revised terms.

‍

Last updated 26th November 2024

Any questions please email us on info@elateuk.com

‍