Terms and Conditions
After having read the specification for the Deepki Ready platform (the “Platform”) and/or the Deepki Advisory and/or Deepki Success (defined below) services offered by Deepki (individually and together the “Services”) and having satisfied itself of their adequacy and fitness for purpose, the Client wishes to benefit from a subscription to the Platform and/or benefit from the Deepki Advisory and/or Deepki Success services on the terms and conditions set out below , in the “List of Assets” Annex and in the related order from (“Order Form”). The Terms and Conditions, the “List of Assets” Annex and the Order Form shall together form the contract between the Client and Deepki (the “Contract”).
By signing the Order Form, the Client has accepted to be legally bound by these Terms and Conditions and the “List of Assets” Annex.
In the event of any ambiguity or inconsistency in or between the documents comprising this Contract, the priority of the documents is in descending order as follows: (i) the Order Form, (ii) the “List of Assets” Annex and (iii) the Terms and Conditions.
ARTICLE 1. DEFINITIONS
Capitalised terms in the Contract that are not otherwise defined have the meaning given to them below:
Asset(s): designates a building owned, rented, occupied or managed by the Client, and added to the Platform by the Client.
Asset Data: refers to all data relating to the Asset transmitted by the Client and/or collected by Deepki via its Connectors and which is entered, imported or reported in the Platform, including (without limitation) energy, consumption and data of the Assets, characteristics of the Assets (unique identification code of the Asset, surface area, type of Asset, list of tenants), meter data of the Asset (real meter identifier, supplier, fluid, operational control, associated tenant etc.), data relating to tenants (tenant identifier, Mandate, rented area, associated building identifier).
Connectors: refers to the technologies developed by Deepki allowing you to connect to third-party Systems in order to collect Asset Data (API, Scrapping & Parsing and FTP servers).
Deliverables: means the outcome of the Services delivered by Deepki or its agents, subcontractors and personnel (excluding access to the Platform) including, without limitation, data, documents, reports and any other material , including downloads from the Platform.
Designated Third Party: means any third party authorised by the Client to act in the Client’s name and on the Client’s behalf in connection with this Contract. This may be (without limitation) an Asset manager (property manager, asset manager or facility Manager) or the owner of the Asset or any user authorised by the Client to access and use the Platform in accordance with the Contract.
Documentation: means (i) all technical and functional documentation (documents, reports, presentations, kick-off meeting materials) relating to the Platform and the Services provided by Deepki to the Client (including, but not limited to, the documentation for installation, operation and use of the Platform) and (ii) all documentation exposing the methodology developed by Deepki to provide the Platform and the Services. Documents detailing methodology are identified and marked as “Restricted”. Documents detailing methodology are excluded from Deliverables.
Intellectual Property Rights: all of Deepki’s present and future rights associated with registered and unregistered trademarks, designs and models, patents as well as all current filings and applications for the aforementioned rights, copyright and copyright. know-how, trade names and commercial designations, editing and publication rights, exploitation rights, reputation and commercial value attached to these rights as well as all other similar rights protected anywhere in the world, including without limitation, all rights in the Platform, the Connectors, the software, codes, algorithms, the Documentation.
Mandate: means the document by which the owner or tenant of the Asset authorises a third party (electricity supplier, gas, service provider, etc.) to share the Asset Data with Deepki. By this Mandate, Deepki is authorised to connect with its Connectors to Third-party systems and to collect and use Asset Data.
Product Pack: means the Essential Pack or the Professional Pack or the Enterprise Pack ordered by the Client, as indicated and described in the Order Form, allowing access to the Platform and including the associated Services.
Subscription Date: means the date on which the Client’s subscription to the Platform and Services begins and is set out in the Order Form.
Third-party system: refers to any third-party system to which Deepki is authorised to connect under the Mandate in order to send Asset Data to the Platform, including but not limited to the Client’s account on the third party energy provider’s platform.
ARTICLE 2. PURPOSE
These Terms and Conditions set out Deepki’s terms and conditions for providing the Platform and Services to the Client.
ARTICLE 3. DURATION
The Contract comes into force on the Subscription Date, for the term of three (3) years.
It will then be renewed automatically for successive periods of twelve (12) months unless terminated by either party, on six (6) months prior written notice ( to be sent by recorded post with acknowledgment of receipt) to expire on the Contract renewal date.
ARTICLE 4. DESCRIPTION OF SERVICES
In accordance with the Order Form and the Product Pack, and subject to full payment by the Client in accordance with article 5 “Financial Conditions” below, Deepki shall provide the following Services:
i) Provision of the Platform accessible in Software as a Service format (“SaaS”) through the internet, dedicated to ESG reporting, making it possible to collect, aggregate and analyse Asset Data in order to improve energy efficiency of the Client (Deepki Ready).
(ii) Platform installation and configuration services, technical support and training of the Client’s teams in the functionalities and modules of the Platform (Deepki Success).
(iii) Consulting service designed by Deepki to help the Client in the development and implementation of its ESG strategies and action plans (environmental, social and governance criteria). This service includes the provision of information, strategic advice and recommendations on ESG regulations, ESG scores, environmental, social and governance issues as well as the provision of personalized ESG reporting materials (Deepki Advisory).
Subject to the prior written authorization of the Client, a Designated Third Party may use the Platform, provided that the Client has provided prior notification to Deepki of the identity of the Designated Third Party including information reasonably requested by Deepki in relation to them. Deepki’s prior agreement is required if the Designated Third Party works in a company carrying out an activity competing with that of Deepki. It is up to the Client to determine the terms and types of access (restricted or not) of the Designated Third Party to the Platform (and the extent of their access to Assets and modules of the Platform, for example).
ARTICLE 5. PRICE AND PAYMENT
5.1 Price of Services
In consideration for the provision of the Services, the Client shall pay Deepki the price of the Services stipulated in the Order Form or as subsequently revised in accordance with clause 5.3 (the “Price”).
The Price is payable in British pounds sterling (£) and are exclusive of fees, taxes and/or duties of any kind (VAT will be charged additionally).
5.2 Billing
All invoices issued by Deepki are payable by the Client in full and without discount, within thirty (30) days of the date of issue of the invoice.
The first invoice shall be issued on the Subscription Date. On each anniversary of the Subscription Date, Deepki shall issue the invoice for the next twelve (12) month period.
The invoice shall be sent by email or post to the address provided by the Client in the Order Form.
The Client shall be invoiced in respect of each Asset accessible to the Client on the Platform, whether the Asset is co-owned by the Client or wholly owned by the Client.
If the Client acts in the name of and on behalf of a Designated Third Party, the Client may request (in writing and no later than one (1) month before the date of issue of the invoice) that Deepki invoice the Designated Third Party on whose behalf it acts. Client shall provide (in writing and no later than one (1) month in advance of the date of issue of the invoice) to Deepki all information reasonably required by Deepki, to enable Deepki to invoice the Designated Third Party, in particular: name of the Designated Third Party, the identifier of the Asset, name of the Asset, billing entity, billing address, VAT number, contact name, contact email address, Order Form (if necessary).
In the event of changes relating to billing information, the Client undertakes to communicate said information to Deepki as soon as possible.
An event of non-payment by the Designated Third Party shall be a material breach of this Contract. Notwithstanding any other remedies available to Deepki in respect of a material breach of contract due to non-payment, Deepki shall be entitled to send the overall invoice to the Client and to demand full payment of the price by the Client without delay from the date of issue of the invoice. Deepki is entitled to initiate recovery proceedings if payment has not been made in accordance with the thirty (30) day payment terms.
The Client guarantees payment of any invoice issued by Deepki on the Client’s instruction to the Designated Third Party and accepts that it will be fully liable to Deepki in the event of non-payment of the invoice by the Designated Third Party on whose behalf it acts.
The Client undertakes to communicate to Deepki all the information required for invoicing contained in Annex “List of Assets” at least 45 days in advance of the Subscription Date. If the Client fails to transmit all the required information at least forty-five (45) days in advance of the date of entry into force of the Agreement but transmits this information within ninety (90) first days after the date of entry into force of the Agreement, a management fee of 7.5% per invoice will be applied by Deepki in addition to the payment of the price of the Services. If the Client does not transmit all the information required for invoicing to Deepki within ninety (90) days after the entry into force of the Agreement, a management fee of 15% per invoice will be applied by Deepki in addition to the payment of the price of the Services.
5.3 Price revision
The Price is revised annually on the anniversary date of the Subscription Date, without further notice to the Client, according to the following formula:
P1= P0 x (S1/S0)
In this formula:
P1: Revised price
P0: Initial price agreed on the date the contract comes into force (as indicated in the Order Form) or the latest revised price
S1: most up to date CPI published on the revision date
S0: the CPI applicable on the date of entry into force of the Contract or (for subsequent revisions) on the date of the previous revision of the Price
For example, for the application of article 5.3:
If the Contract is signed in February 2023, with a Subscription Date January 1st 2023, assuming that:
P0 = £1000
S0 (for February 2023) = 280
S1 (for January 2024) = 311.1
Applying the formula P1 = P0 x (S1/S0), the revised price (P1) would be: P1 = 1000 x (311.1/280) = £1078.93
In this example, the new revised price on 1st January 2024 would be approximately £1,078.93.
For the revision in 2025, the starting price to be used in the calculation would be the revised price of £1078.93, not the initial price of £1000.
P0 (price agreed upon signing the Contract or last revised price) will be £1078.93.
S0 (last CPI published on the date of entry into force of the Contract or on the date of the last revision) would be the CPI published in January 2024.
S1 (latest CPI as of the review date) would be the CPI published in January 2025.
Deepki reserves the right to revise the Price in the event that the currency/British pounds sterling (£) rate varies by +/- 3% or more compared to the rate in force on the completion date of this Contract.
If Assets (above the Minimum Commitment as defined below and stated on the Order Form) are added by the Client, pricing will be based on the latest applicable rate, taking into account any increase in the CPI that has occurred since the date of entry into force of the Contract.
In the event that CPI should be discontinued or no longer available, the Parties will agree on the choice of a replacement index.
5.4 Penalties for late payment
The Client agrees that any delay in payment of all or part of the Price shall be considered a material breach of contract which may lead to termination of the Contract ( in accordance with article 16 “Termination”), as well as entitle Deepki to : (i) suspend the Client’s access to the Platform and the Services in progress until full payment of all sums due; (iii) to apply interest to the debt at the rate of 4% above the Bank of England base rate applicable from time to time, together with an administration fee of forty (40) pounds sterling.
ARTICLE 6. MINIMUM VOLUME COMMITMENT
The Client shall subscribe to the Services for the guaranteed minimum number of Assets set in the Order Form (the “Minimum Commitment”). In the event of a difference between the Minimum Commitment and the number of Assets shown in the Annex “List of Assets”, Deepki will send the Client a new Order Form adapted to the number of Assets referred to in the Annex “List of Assets” and including the new applicable pricing conditions.
During the Contract, the number of Client Assets may vary upwards or downwards, however in any event, the Price for the Minimum Commitment will be invoiced annually to the Client.
In the event of an addition of more than 5% of the number of Assets by the Client, the Client undertakes to inform Deepki of this increase immediately, which will be subject to additional billing on a pro rata basis until the anniversary date of the Subscription Date. On this date, the entire scope (initial and additional) will be subject to a single billing for the coming year.
It is specified that any withdrawal of Assets by the Client cannot give rise to any refund or price reduction.
ARTICLE 7. OBLIGATIONS OF THE PARTIES
7.1. Client Obligation
The Client undertakes to: (i) collaborate in good faith with Deepki for the proper execution of the Contract and provision of the Services and make available to Deepki all information and documentation in its possession which Deepki may need as part of the execution of the Contract. As such, the Client is solely responsible for the nature, content and accuracy of the information, documents and Asset Data transmitted to Deepki as part of the provision of the Services; (ii) ensure the availability, cooperation and competence of its staff when Deepki needs it; (iii) take all necessary measures to ensure the safeguarding of the Asset Data to which Deepki may have access within the framework of the Contract and on the Platform; (iv) obtain the necessary authorizations allowing Deepki to connect with its Connectors to Third-party systems in order to collect and use Asset Data and feed it back to the Platform. In particular, the Client undertakes to provide to Deepki the signed Mandate authorising Deepki’s access to the Third-party systems and Asset Data. The Mandate must be uploaded by the Client to the Platform. As such, the Client is solely responsible for the signature of the Mandate by the owner or tenant of the Asset and for the quality of the Asset Data reported. Thus, the Client undertakes to notify Deepki by email, as soon as possible, (a) of any change relating to the owner or tenant of the Asset and (b) of any possible refusal by the owner or tenant of the Asset to sign the Mandate authorising Deepki to access the Asset Data so that Deepki can stop collecting the data concerned.
In the event of access by the Designated Third Party to the Platform, the Client guarantees that the Designated Third Party will comply with all of the aforementioned obligations and measures. Failing this, the Client will inform Deepki as soon as possible, which may automatically suspend access to the Platform to the Client and/or the designated Third Party without delay. The Client acknowledges and accepts that it will be fully liable to Deepki for the non-compliance with these obligations by the Designated Third Party and for any total or partial violation of this Contract by the Designated Third Party.
7.2 Deepki’s Obligations
The Platform is provided as is and is not guaranteed to be free of bugs or errors.
Deepki reserves the right, if necessary, to modify the characteristics of the Platform at any time.
Deepki shall (i) provide the Client with Services; (ii) implement technical means consistent with industry good practice, with the aim to maintain the integrity, security and confidentiality of the Platform, subject always to the Client implementing state of the art technical and security measures to protect its computer system, including but not limited to antivirus software and firewall protection; (iii) use reasonable efforts to maintain the Platform and correct any defect or anomaly affecting all or part of the platform. In this regard, the Client acknowledges and accepts that Deepki has the exclusive right to maintain and correct the Platform and the Client shall not independently maintain and/or correct and/or attempt to correct the Platform and/or to have the Platform corrected by another service provider.
ARTICLE 8. INTELLECTUAL PROPERTY
8.1. Ownership of the Platform and Documentation
Deepki remains the sole legal and beneficial owner of the Intellectual Property Rights in the Platform (including systems, software, structures, infrastructures, databases, codes, look and feel and content of any kind operated on the Platform), the Connectors and the Documentation. The provision of the Platform does not transfer any rights of ownership in its Intellectual Property Rights to the Client.
Deepki grants the Client, for the entire duration of the Contract, a personal, worldwide, revocable, non-exclusive and non-transferable licence to access the Platform provided as SaaS, in accordance with their business purpose, for its own internal business use.
Deepki also grants the Client a personal worldwide licence to use and reproduce the Documentation provided by Deepki under this Contract. Any reproduction of the Documentation shall credit Deepki as the author and include the copyright and/or other proprietary notices contained in such materials.
This licence expressly does not include the right to reproduce and/or make available to the public all or part of the software elements integrated into the Platform. Any such right of access is granted to the Client only in respect of individual Assets.
In any event, the Client undertakes not to provide and/or make available, or give access to, the Platform to third parties, in any form whatsoever. The Client also undertakes not to use the Platform in any way that exceeds the right of use granted to the Client by the licence under this Contract.
The Client shall refrain from modifying and/or adapting the Platform in any way. In general, the Client undertakes not to commit any act that would be likely to infringe the Intellectual Property Rights of Deepki and/ or its suppliers in the Platform, including any reverse engineering, disassembly, decomplication for purposes other than interoperability, translation, correction, decryption, extraction, reuse and, more generally, any unauthorised act of reproduction, representation, transmission, dissemination and use of the Platform without the prior written consent of Deepki.
The Parties agree that: (i) Deepki reserves the exclusive right to make any modification, correction and/or adaptation to the Platform and to determine the support or correction necessary to allow the use of the Platform. In this regard, the Client undertakes not to correct and/or attempt to correct the Platform and/or to have the Platform corrected by a third party, without the prior written consent of Deepki. For all practical purposes, it is specified that maintenance services of the Platform are provided by Deepki to the Client according to the conditions and terms provided for in this Agreement; (ii) the Client shall not make any backup copy of the software elements of the Platform; (iii) in case of need of access to the source or object codes of the Platform to ensure the interoperability of the Platform with other software, the Client will make the prior written request to Deepki, who shall have sole discretion to decide as to whether or not to permit access.
8.2. Data and intellectual property rights of the Client
The data provided by the Client or obtained with his agreement on his behalf in connection with the use of the Platform and the Services remain his full and entire property.
Deepki may use the data for statistical purposes. If necessary, Deepki undertakes to anonymize the data concerned.
Subject to full payment of the Price, Deepki assigns ownership of the Deliverables to the Client. Any reproduction of the Deliverables must respect Deepki’s Intellectual Property Rights and in particular contain the copyright and/or other proprietary notices contained in these documents.
The Designated Third Party is entitled to access and use the Platform and the Services under the same conditions as the Client, subject to the prior written consent of the Client and prior notification of the Client to Deepki. In such circumstances, the Client warrants that the Designated Third Party will respect all of Deepki’s Intellectual Property Rights with respect to the Platform, Connectors, Documentation.
ARTICLE 9. THIRD PARTY RIGHTS
Deepki grants the Client peaceful and unfettered enjoyment of the Platform. The Client’s use of the Platform in accordance with the licence granted by this Contract shall not infringe third party intellectual property rights (including but not limited to copyright, patents, trademarks and trade secrets).
Subject always to the limitation of liability set out in Article 10 below, Deepki shall indemnify the Client in respect of damages, losses and costs awarded by the courts in a final and binding decision arising from a claim by a third party that the Platform or Services infringe their intellectual property rights, provided that the following cumulative conditions are met: (i) the Client shall promptly notify Deepki in writing of any such claim, clearly stating the details of the claim; (ii) the Client provides to Deepki all information, documents and material relating to the claim without undue delay, throughout the claim; (iii) the Client has not make any admission of liability, agreement or compromise in relation to the claim; (iv) the Parties discuss in good faith the lines of defence to be put against the plaintiff in the action, being understood that Deepki has the final decision-making power as to the direction, defense and control of any negotiation with a view to a settlement with the third party concerned; (v) the Client fully cooperates with Deepki in any defence to the claim (to the extent of its legitimate interests) and to negotiate and provide any assistance that Deepki may reasonably request in that regard.
ARTICLE 10. LIABILITY
The Client acknowledges that Deepki’s obligation under this Contract is limited to the provision of the Services.
Consequently, Deepki cannot be held responsible for the content, information, data posted online and/or disseminated or published through the Platform by the Client and/or the Designated Third Part, as Deepki has not reviewed or moderated, selected, verified or checked the content, information or data in any way and is acting acts as a hosting provider.
The Asset Data is reported “as is” on the Platform. Deepki makes no warranty as to the accuracy, integrity, completeness, absence of defects, non-infringement of intellectual property rights and/or suitability of the Asset Data for any purpose whatsoever. The Client indemnifies Deepki against any claim and/or action by any third party whatsoever resulting from the use of the Asset Data by the Client and/or a Designated Third Party.
Deepki shall only be liable for compensation for the financial consequences of direct and foreseeable damages as a result of the performance of this Agreement. As a result, Deepki shall under no circumstances incur any liability for unforeseen, indirect or consequential loss or damage (including loss of turnover, customer, profit, image and reputation, loss of chance and/or loss of data).
The Parties agree that Deepki’s liability under this Agreement, all causes of damages combined, shall be limited to the amount of the sums actually paid to Deepki by the Client during the twelve (12) months preceding the event giving rise to Deepki’s liability.
In particular, Deepki shall not be liable: (i) for any damage or incident or loss, including related to the Asset Data, to the extent that the latter result from a breach by the Client of its obligations under this Contract and/or negligence by the Client (particularly concerning the backup of Asset Data and security) and/or failure to comply with the recommendations/instructions communicated by Deepki and/or inappropriate or prohibited use of the Platform and/or technical problems when connecting Deepki to third-party Systems; (ii) any claims or losses in respect of damage caused by an event during a period during which the Client has not paid the fees due to Deepki under the Agreement; (iii) any claims or actions of third parties related to Deepki’s connection to the Third Party Systems resulting from a breach by the Client of its obligations under this Agreement; (iv) in case of force majeure.
It is specified that the analyses, recommendations and advice provided by Deepki are based solely on the Asset Data and the regulations in force at a given period. Deepki cannot be held liable for obtaining (or not obtaining) any ESG score that could benefit the Asset or the selling price of the Asset. The Client accepts that regulatory compliance in the ESG area may change and that Deepki’s analyses, recommendations and advice are valid for a given period without being definitive or exhaustive.
Unless otherwise required by law, any claim by the Client under this Contract must be commenced within one (1) year from the occurrence of the event giving rise to the claim.
ARTICLE 11. INSURANCE
Each of the Parties undertakes to obtain and maintain throughout the term of the Contract insurance policies adequately covering the financial consequences of damages that may occur during the performance of the Contract.
ARTICLE 12. RETURN OF DATA
In case of expiry or termination of the Contract, Deepki gives no guarantee as to the return of the data uploaded onto the Platform by the Client or the Designated Third Party.
In order to allow the Client to retrieve any data available on the Platform, Deepki undertakes to send the Client a guide describing the conditions applicable to data return.
The Client must undertake recovery of its data within one (1) month from the date the guide was sent. Access to the Platform will be permanently deactivated at the end of this month.
No action or claim may be brought against Deepki because of any damage suffered in connection with the return of data.
ARTICLE 13. CONFIDENTIALITY
Each Party undertakes not to use any of the Confidential Information for any purpose other than in order to fulfil its obligations under this Contract, not even on its own behalf, and undertakes to return, at the first request of the other Party, any documents or other media (or copies thereof) containing Confidential Information that the latter provided in performance of its obligations under this Contract.
In particular but without limitation, Confidential Information under this Contract includes the Documentation, the Platform and the Connectors.
Information:
- entered into the public domain prior to or after its disclosure, without any breach of an obligation of the Agreement;
- received from third parties in a lawful manner, without restriction or breach of the Agreement;
- published, without such publication constituting a breach of the Agreement;
- already known to one of the Parties, such knowledge being able to be demonstrated by the existence of appropriate documents,
- resulting from internal developments undertaken in good faith by the staff of either Party that has not had access to such information;
- disclosed, pursuant to a legal provision, by any competent court or government authority;
shall not be considered Confidential Information under this Contract.
In any case, the Client shall refrain from using the Platform and any other element or information related to them to create or allow the creation of a competitor program.
If a Designated Third Party has access to the Confidential Information, the Client guarantees that the Designated Third Party will comply with the confidentiality obligation referred to in this article.
ARTICLE 14. PERSONAL DATA
The following terms ”Personal Data” (hereinafter ”Personal data”), “Processing”, “Controller” and “Processor” , have the meanings assigned to them in the Data Protection Act 2018 with regard to the processing of personal data (hereinafter “the Regulation”).
(1) In the provision of the Platform and the Services to the Client, Deepki acts as a Processor on behalf of the Client, who is the Controller of any Personal Data processed by Deepki in relation to any Assets in the course of the provision of Services to the Client (for example, Personal Data included in information relating to the Assets uploaded to the Platform). Each Party shall comply with the Regulation as applicable to their obligations under this Contract and do all such acts, and enter into any documents, required in order to comply with the Regulation.
(2) To the extent that the Parties collect and process the Personal Data relating to the employees and staff of the other Party, each Party shall act as a Data Controller.
The Personal Data collected are the surnames, first names, IP address and email addresses and professional phone numbers of a party’s representatives. These data are necessary for the management of contractual relations between the Parties and provision of the Services. They are kept for a period that cannot exceed the duration of the contractual relations between the Parties, plus the period of limitation applicable in commercial matters (6 years).
The collection and processing of these Personal Data may give rise to the exercise by the data subjects of their right of access, rectification, erasure, their right to withdraw their consent, their right to limit the processing of their data as well as their right to decide the fate of the data after their death and their right to object under the conditions provided for by the Regulations in force by notice in writing by recorded delivery addressed to Deepki at:
Service Sécurité / DPO
7 Villa du Clos de Malevart – 75011 Paris
Avec copie à : privacy@deepki.com
To the Client: at the address the Client shall communicate to Deepki by means of a communication sent to Deepki’s address indicated in the previous paragraph.
The Client and Deepki each shall provide the data subjects with the information required by the Regulation, in particular each party must identify itself as well as, as the case may be, the identity of the recipient of the Personal Data, the purposes of the collection and processing, the legal basis for processing and the existence and procedures for exercising the rights of data subjects in this respect, as resulting from the Regulations.
Each Party further undertakes to: (i) treat in compliance with the Regulations any request of any data subject and more generally of any data subject for the exercise of its rights (including its right of access, modification, rectification and deletion) provided by the Regulations; and (ii) inform the other Party as soon as possible of any request received from a data subject under the authority of the other Party or any data subject for the exercise of the aforementioned rights he/she holds under the Regulations.
ARTICLE 15. FORCE MAJEURE
Neither Party shall be liable in the event of non-performance or delay in the performance of its obligations under this Contract due to the occurrence of a case of force majeure.
The Party wishing to invoke an event of force majeure must notify the other Party in writing as soon as it becomes aware of the occurrence of such event.
If the force majeure event continues beyond sixty (60) days from the notification referred to above, the Parties undertake to approach each other to enter into discussions in good faith with a view to mitigating the effect of the force majeure on their performance or to reach a fair and reasonable arrangement.
In case of disagreement between the Parties as to the terms of their continued relationship, either one of them may terminate the Contract without compensation on either side, in writing sent by registered post with acknowledgement of receipt addressed to the other Party, subject to sixty (60) days’ notice, from the date of notification of the occurrence of force majeure.
ARTICLE 16. TERMINATION
16.1. Termination for default
In the event of a material breach by either Party of its obligations under this Contract which is incapable of remedy, or (where remediable) has not been remedied within thirty (30) days of receipt of a formal notice to remedy the breach, the other Party may terminate this Contract immediately on written notice to the other Party.
In case of termination by Deepki on the ground of breach by the Client, the Client will not be released from the payment of the Order Form and any previous unpaid order. The termination of this Contract by Deepki shall be without prejudice to any damages that Deepki may claim as a result of the Client’s breach and any penalties that may be due to it.
Termination of this Contract does not affect the clauses relating to the settlement of disputes or those intended to take effect even in the event of termination, such as confidentiality clauses or guarantees.
16.2. Consequences of termination
The Client agrees that the termination of the Contract, for any reason whatsoever, entails: (i) the immediate cessation of the use of the Platform and the deactivation of its access by the Client and the Designated Third Party to the Platform; (ii) the termination of the provision of the Services; (ii) the payment of the balance of the sums due under this Contract including the sums due for the remaining term of the Contract. By way of exception, if the Client terminates the Contract as a result of a breach by Deepki, the Client will only be required to pay the balance of the amounts due under this Contract on the date of termination of the Contract.
ARTICLE 17. LAW AND JURISDICTION
This Contract shall be governed exclusively by the laws of England and Wales.
Deepki and its Client undertake, in the event of any dispute or claim arising out of this Contract, including and without limitation, its formation, validity, interpretation, performance and or resolution, to seek, in advance and in good faith, an amicable solution.
If no amicable agreement is reached within one month of the notification of the dispute in writing, either party may initiate court proceedings in a court of England and Wales, which shall have exclusive jurisdiction.
Annex – List of Assets
Asset Code
Name of the Asset
Full address of the Asset
Name of entity owning the Asset
Billing entity and address
Subscription Price (subscription per Asset)
Set-up Price per Asset
Price for any other Service per Asset (if required)
VAT number of the entity invoiced
Name of contact (at invoiced entity)
Email address of contact (at invoiced entity)
Purchase Order Number
Property manager name and contact information (if required)
Invoicing by Asset or invoicing by owner entity (specify the relevant option)