The definitions in this clause apply in the Agreement.
- Administrate: means Administrate Limited a company registered in Scotland with company number SC333823 with registered address at 61 Dublin Street, Edinburgh, EH3 6NL.
- Authorised Users: your employees, agents, independent contractors, customer’s customers and any other third party who are authorised by you to use the Services and the Documentation, as further described in clause 2.2 (d).
- Business Day: means Monday to Friday, excluding 24, 25, 26 and 31 December and 1 and 2 January.
- Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5.
- Documentation: the document made available to you online via the Website or such other web address notified to you from time to time which sets out a description of the Services and the user instructions for the Services.
- Fees: the subscription fees payable by you to Administrate for the User Subscriptions as set out in an Order.
- Normal Business Hours: 7.00 am to 7.00 pm local UK time, each Business Day.
- Order: means (i) the online order that you submit or accept for the Services or (ii) any other written order (either in electronic or paper form) provided to you by Administrate for signature that describes the type or types of services you are purchasing, and that is signed by you, either manually or electronically.
- Services: the subscription services provided by Administrate to you via the Website or any other website notified to you from time to time, as more particularly described in the Documentation.
- Software: the online software applications provided by Administrate as part of the Services.
- Term: has the meaning given in clause 15.1.
- Terms: the terms and conditions set out in this document.
- User Subscriptions: the user subscriptions purchased by you which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Agreement.
- 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.
- Website: www.getadministrate.com
- Your Data: the data inputted by you, Authorised Users, or Administrate on your behalf for the purpose of using the Services or facilitating your use of the Services.
2. USER SUBSCRIPTIONS
- 2.1 The Order will set out how many User Subscriptions you purchase. Once you purchase User Subscriptions we grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Term solely for your internal business operations. User Subscriptions may be reduced during the Term on 30 days’ written notice to us but you will remain responsible for the Fees in respect of the cancelled User Subscriptions during the notice period.
- 2.2 You will ensure that:(a) the maximum number of Authorised Users you authorise to access and use the Services and the Documentation will not exceed the number of User Subscriptions you have purchased during the Term;(b) you will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; (c) if any of the audits reveal that any password has been provided to any individual who is not an Authorised User, then without affecting our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and (d) if any of the audits reveal that you have underpaid Fees, then without affecting our other rights, you shall pay to us an amount equal to such underpayment as calculated in accordance with our current prices within 10 Business Days of the date of the relevant audit.
- 2.3 You will not access, store, distribute or transmit any Viruses, or any material while using the Services that:(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and we have the right, without affecting our other rights, to disable your access to any material that breaches the above.
- 2.4 You will not:(a) except as may be allowed by any applicable law: (i) and except if permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to clause 18.8 (a), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under the Agreement.
- 2.5 Please ensure that you use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, notify us immediately.
- 2.6 Except as otherwise allowed in the Agreement, your rights under the Agreement are granted to you only, and shall not be considered granted to any of your subsidiaries or holding companies.
3. ADDITIONAL USER SUBSCRIPTIONS
- 3.1 Subject to clause 3.2, you may, from time to time during the Term, purchase additional User Subscriptions by submitting further Orders and we shall grant access to the Services and the Documentation to such additional Authorised Users on the terms of the Agreement.
- 3.2 We are not obliged to accept Orders submitted by you.
- 3.3 Where additional User Subscriptions are added in a month, the monthly fees shall be payable on a pro rata basis in respect of that month.
4. SUPPLY OF THE SERVICES
- 4.1 We will, during the Term, provide the Services and make available the Documentation to you in accordance with the terms of the Agreement and our service level agreement which can be found at www.getadministrate.com/trust/.
- 4.2 Subject to clause 4.4, we will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: (a) planned maintenance which will be carried out outside of Normal Business Hours at a reasonable time to be agreed between us; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.
- 4.3 We will provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy (which can be found at www.getadministrate.com/trust/) in effect at the time that the Services are provided. We may amend the Support Services Policy in our discretion from time to time. You may purchase enhanced support services separately at our then current rates.
- 4.4 We shall provide the Service with a Downtime of no more than 0.1% per calendar month (the “Downtime Limit”). Should the Downtime Limit be exceeded, then for each full 30 minutes by which the Downtime Limit has been exceeded in a calendar month, we will refund you an amount equal to 5% of the monthly Fees paid by you for the month in which the Downtime Limit was exceeded. Where the Downtime Limit is exceeded by more than 2 hours per month in any 2 consecutive months, you shall also have a right to terminate the Agreement upon 7 days prior written notice so long as such termination occurs within 30 days of the end of the second month in which such Downtime Limit was exceeded. This clause 4.4 constitutes your sole remedy for us exceeding the Downtime Limit.
5. YOUR DATA
- 5.1 You own all rights in Your Data and shall have sole responsibility for the legality, reliability, integrity,
accuracy and quality of Your Data.
- 5.2 We will follow our archiving procedures in respect of Your Data as set out in our Back-Up Policy available on the Website, as such document may be amended by us in our sole discretion from time to time. In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore Your Data from the latest back-up of Your Data maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties sub-contracted by us to perform services related to Your Data maintenance and back-up).
- 5.4 If we process any personal data on your behalf, we both agree that you shall be the data controller and we shall be a data processor and: (a) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Services and our other obligations under the Agreement;
(b) you will ensure that you are entitled to transfer the relevant personal data to us so that we may
lawfully use, process and transfer the personal data in accordance with the Agreement on your
behalf; (c) you will ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and (d) we shall both take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6. THIRD PARTY PROVIDERS
You understand that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We shall have no liability in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party.
7. OUR RESPONSIBILITIES
- 7.1 The Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
- 7.2 Clause 7.1 will not apply to the extent of any non-conformance which is caused by your use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than Administrate or its duly authorised contractors or agents. If the Services do not conform with clause 7.1, we will, at our own expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of clause 7.1. However, we: (a) do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and (b) are not responsible for any delays, delivery failures, hacking, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- 7.3 The Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
8. YOUR RESPONSIBILITIES
(a) provide us with:
(i) all necessary co-operation in relation to the Agreement; and
(ii) all necessary access to such information as may be required by us;
in order to provide the Services, including but not limited to Your Data and security access
(b) comply with all applicable laws and regulations;
(c) carry out all other customer responsibilities set out in the Agreement in a timely and efficient manner;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the Agreement and shall be responsible for any Authorised User’s breach of the Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our/their obligations under the Agreement;
(f) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
(g) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
9. DEVELOPMENTS TO THE SOFTWARE
- 9.1 The following clauses 9.2 to 9.5 will apply in the event that we make any bespoke changes to the Software specifically for you.
- 9.2 Any developments to the Software shall at all times remain the property of Administrate and you acquire no rights in or to such developments other than those expressly granted by the Agreement.
- 9.3 We grant you the non-exclusive, non-transferable right to use the developments to the Software for your internal business operations.
- 9.4 We shall make the developments to the Software in accordance with the requirements set out in an Order and provide additional documentation in relation to the developed software.
- 9.5 We shall submit periodic invoices in accordance with the relevant Order for the development work carried out.
10. FEES AND PAYMENT
- 10.1 For information about our charges and pricing for Services please visit: getadministrate.com/pricing.
- 10.2 We will charge you and you agree to pay when due the Fees for the Services in accordance with your Order.
- 10.3 Unless you have made other arrangements, we will charge your credit card either monthly or annually (as agreed by us), beginning on the date that we first make the Services available to you. We will provide you an invoice after successfully charging your credit card.
- 10.4 You shall provide to us valid, up-to-date and complete credit card details and any other relevant valid, up-todate and complete contact and billing details and you authorise us to bill such credit card for the Fees in accordance with the Order.
- 10.5 We reserve the right to suspend all Services (including services provided pursuant to any unrelated Order or other agreement we may have with you) if the Fees remain unpaid for a period of 15 days from the due date or if our charges to your credit card are rejected for any reason.
- 10.6 We may charge interest on a daily basis on any overdue amounts at an annual rate of up to 8% over the then current base lending rate of the Bank of Scotland from time to time, starting on the due date for payment and continuing until fully paid.
- 10.7 All Fees: (a) shall be payable the currency set out in your Order; (b) are non-cancellable and non-refundable unless authorised by us; (c) are exclusive of VAT, which shall be added at the appropriate rate.
- 10.8 If there is a dispute with respect any of the Fees, you shall pay the undisputed portion of the Fees promptly and provide written details specifying the basis of any dispute.
- 10.9 For those Services provided on a month-to-month basis, we shall be entitled to increase our charges at any time upon 30 days’ prior notice. Unless otherwise negotiated, if your Order contains Services with a specified term longer than one month, then we may increase your charges effective as of the first day of the renewal term following 30 days from the day of our written notice of such fee increase.
- 10.10 If we have agreed that you can pay on an annual basis we will charge you annually in advance for the number of Authorised Users you request. At the end of the annual period, if the number of Authorised Users varies by 20% we shall be entitled to increase our charges for the next annual period.
- 10.11 If your Service is suspended due to lack of payment for more than two months, we may choose to engage a Debt Collection Agency to recover all fees due, including any late payment fees.
11. OUR RIGHTS
You acknowledge and agree that we (or our licensors) own all intellectual property rights in the Software, Services and the Documentation. Except as expressly stated within the Agreement, we do not grant you any rights to, or in, 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 or the Documentation.
- 12.1 We may both be given access to Confidential Information belonging to the other. Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the receiving party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- 12.2 We shall both hold the other’s Confidential Information in confidence and, unless required by law, 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 the Agreement.
- 12.3 We shall both take all reasonable steps to ensure that the other’s Confidential Information to which we have access is not disclosed or distributed by our employees or agents in violation of the Agreement.
- 12.4 Neither of us shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- 12.5 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
- 12.6 We acknowledge that Your Data is your Confidential Information.
- 12.7 We may not issue a press release or advertisement or make any other public comment relating to your use of the Services without your prior written consent (such consent not to be unreasonably withheld or delayed).
- 13.1 You shall indemnify us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that: (a) you are given prompt notice of any such claim; (b) we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and (c) you are given sole authority to defend or settle the claim.
14. LIMITATION OF LIABILITY
- 14.1 This clause 14 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you: (a) arising under or in connection with the Agreement; (b) in respect of any use made by you of the Services and Documentation or any part of them; and (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
- 14.2 Except as expressly and specifically provided in the Agreement: (a) 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 which you provide to us in connection with the Services, or any actions taken by us at your direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and (c) the Services and the Documentation are provided to you on an “as is” basis.
- 14.3 Nothing in the Agreement excludes our liability for anything which cannot be excluded by law.
- 14.4 Subject to clause 14.2 and clause 14.3: (a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and (b) our total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the greater of £10,000 or the total Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
- 15.1 The term for each Order begins on the date that we make the Services available to you and shall continue thereafter until terminated by one of us in accordance with clause 15.2 or clause 17.
- 15.2 Either one of us may terminate the Agreement by giving the other no less than 15 days’ written notice. If cancellation is requested after 15th of the month, customer will have to pay their invoice for the current month and next month. If cancellation is requested before 15th, customer will be terminated at the end of the subscription month. If they need extra time to get data out of the system, they will be billed for a full month (to be paid in advance). Subscription will not be reactivated until payment is received and cleared. If you terminate the Agreement by giving notice under this clause 15.2, you will not be entitled to a refund for any Fees paid by you as at the effective date of termination and all Fees due from you up to the effective date of termination shall be payable in accordance with the relevant Order or these Terms.
16. SUSPENSION OF SERVICES
- 16.1 We may suspend the Services without liability if: (a) we reasonably believe that the Services are being used (or have been or will be used) in breach of the Agreement; (b) we discover that you are, or affiliated in any manner with, a person who has used similar services abusively in the past;
(c) we reasonably believe that the Services have been accessed or manipulated by a third party without your consent; (d) we reasonably believe that the suspension of the Services is necessary to protect our network or our customers; (e) a payment of the Fees due is overdue; or (f) we are required by law or a regulatory or government body to suspend your Services.
- 16.2 We will give you reasonable advance notice of a suspension and a chance to remedy the grounds on which the suspension is based, if we deem it acceptable to do so.
- 16.3 If the suspension was based on your breach of the Agreement, then we may continue to charge you the Fees for the Services during the suspension and may charge you a reasonable reinstatement fee (at our discretion) upon reinstatement of the Services.
- 17.1 Your right to terminate: You may terminate the Agreement immediately for breach on written notice if we: (a) materially fail to provide the Services as agreed and do not remedy that failure within 30 days of your written notice describing the failure.
- 17.2 Our right to terminate: We may terminate the Agreement immediately on written notice if: (a) you did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer; (b) any Fees are overdue and you do not pay the overdue amount within 4 Business Days of our written notice; (c) you have made payment arrangements via credit card or other third party and the third party refuses to honour or reverses our charges, or you initiate a charge-back; (d) you fail to comply with any other obligation stated in the Agreement and do not remedy the failure within 30 days of our written notice to you describing the failure;
(e) you (or we reasonably believe that you) i) are unable to pay your debts (ii) enters into compulsory or voluntary liquidation (iii) compounds with or contravenes a meeting of its creditors (iv) has a receiver or manager or an administrator appointed (or an application is made to the court for the same) or (v) ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts (each an “Insolvency Event”).
- 17.3 On termination of the Agreement for any reason: (a) all licences granted under the Agreement shall immediately terminate; (b) we shall both return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other; (c) we may destroy or otherwise dispose of any of Your Data in our possession unless we receive, no
later than ten days after the effective date of the termination, a written request for the delivery to you of the then most recent back-up of Your Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Your Data; and (d) both of our rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
- 18.1 Force majeure – We shall have no liability to you if we are prevented from or delayed in performing our obligations under the Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any third party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
- 18.2 Conflict – If there is an inconsistency between any of the provisions in these Terms and any other terms relating to the Services (excluding the Order), the provisions in these Terms shall prevail. If there is an inconsistency between any of the provisions in these Terms and an Order, the provisions in the Order will prevail.
- 18.3 Variation – We may vary these Terms at any time in our sole discretion by giving you reasonable advance notice in
- 18.4 Waiver – No failure or delay by either one of us to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- 18.5 Rights and remedies – Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- 18.6 Severance – (a) If any provision (or part of a provision) of the Agreement are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. (b) If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- 18.7 Entire agreement – (a) The Agreement, and any documents referred to in it, constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us relating to the subject matter they cover. (b) You acknowledge and agree that in accepting the terms of the Agreement you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.
- 18.8 Assignment – (a) You shall not without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Agreement. (b) We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Agreement.
- 18.9 No partnership or agency – Nothing in the Agreement is intended to or shall operate to create a partnership between us, or authorise either one of us to act as agent for the other, and neither one of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- 18.10 Third party rights – The Agreement do not confer any rights on any other person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.
- 18.11 Notices – (a) Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in the Agreement. (b) A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
- 18.12 Governing law and jurisdiction – (a) The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland.
- 18.13 Arbitration – Any dispute or difference arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be determined by arbitration according to Arbitration Rules set out in the Arbitration (Scotland) Act 2010 (the “Rules”) by one or more arbitrators to be agreed between the parties (or failing agreement within fourteen days after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the Scottish Arbitration Centre on the written application of either party). The language to be used in the arbitral proceedings shall be English. The seat of arbitration shall be Edinburgh, Scotland. The procedural law of this place shall apply where the Rules are silent. Each party shall be entitled to seek preliminary injunctive relief or other temporary measures from the courts of competent jurisdiction, provided that any proceedings and decisions as to the merits of the dispute are exclusively governed and resolved by arbitration with this clause.