Magnetic General Terms
and Conditions
1. Definitions
1.1. Active User Account: An active User Account which can access the Product and is connected to Customer Account for the use of the Product, which is used to identify the User, provide personal access to the Services, and change and save the settings.
1.2. Add-Ons: Products or Services related to the Product which can be purchased by Customer. Purchasing an Add-On may increase the Subscription fee or add an additional Services charge.
1.3. Admin User Account: A User License Type associated with an Active User Account which has full access to the Product’s functionality.
1.4. Affiliate: Any subsidiary or a subsidiary of the holding company of a Party, or any entity that controls, is controlled by or is under common control with a Party.
1.5. Agreement: The Order Form, GTC, a Consulting Services agreement, all addendums, and any further attachments entered into between the Parties and identified as incorporated into the Agreement.
1.6. Annual Plan: The Customer is billed 12 months in advance from the Subscription Start Date for the Active User Account and the associated User License Type.
1.7. Customised Integrations: Connecting the Product with other systems by technical customisation or custom engineering required.
1.8. Billing Plan: An Annual Plan or Monthly Plan.
1.9. Consulting Services: The Services provided by Magnetic or Partner to the Customer under clause 6 of the GTC.
1.10. Customer Account: A profile connected to a specific Customer for the use of the Product used to identify the Customer, providing User Accounts with access to the Product and Services.
1.11. Deactivated User Accounts: An inactive User profile connected to Customer Account that can no longer access the Product.
1.12. Delivery Schedule: The timeline for Service deliveries as described under Consulting Services.
1.13. Documentation: Manuals/instructions in written or electronic form regarding the Product delivered and maintained by Magnetic to the Customer.
1.14. Go-Live: The date when the Product is launched internally within the Customer, typically after Onboarding Services have been executed.
1.15. Integrations: Connecting the Product with other systems by pre-built existing Integrations with no or low technical customisation or custom engineering required, but excluding Customised Integrations.
1.16. License: A limited, non-exclusive, non-transferable, non-sublicensable, revocable, license granted by Magnetic to Customer to use the Product in consideration of Customer’s payment of the applicable Subscription fees. 1.17. License Plan: The current type of License Plan, included functionality, storage and pricing as described on https://www.magnetic.app/pricing.
1.18. Knowledge Base: A structured repository of information, including but not limited to documents, templates, guidelines, FAQs, best practices, instructional materials, and other proprietary content, whether in digital or physical form.
1.19. Marketplace: Products or Services listed in the Marketplace are offerings from Partners. Magnetic takes no responsibility for Marketplace Products or Services. Agreements made between the Customer and a Partner are between the two parties alone.
1.20. Monthly Plan: Customer is billed one (1) month in advance for the Active User Account and the associated User License Type.
1.21. Onboarding Package: A bundled Services packages which Customer can select in the Order Form.
1.22. Onboarding Services: The Service of setting up, training, configuring, applying Integrations and Customised Integrations, implementation, developing best practices, designing workflows, and other activities with the purpose of launching the Product for use by the Customer, provided by Magnetic or Partner under an Order Form and separate written agreement.
1.23. Order Form: The document executed by the Parties for a Subscription, License Expansion, Add-Ons or Consulting Services, which forms part of, and is incorporated into the Agreement.
1.24. Parties: A collective reference to Magnetic and Customer, and “Party” means either of them;
1.25. Partner: An authorised distributor of the Product, who may also provide Services related to the Product to Customer.
1.26. Product: The SaaS software named "Magnetic" and Add-On Products, owned by Magnetic.
1.27. Renewal Date: The renewal date of a Subscription .
1.28. Scope of Work Basis: Charges billable to the Customer based upon a defined scope, including description of work performed, hours estimated, multiplied by the hourly rate for the work, plus the cost of any materials necessary (including but not limited to, the cost of travel and accommodation expenses, or otherwise).
1.29. Self-Onboarding: Where Onboarding is conducted by the Customer internally, or with the assistance of a third party.
1.30. Services: Collectively, one or more of the services rendered by Magnetic of Partner, and referred to in the Agreement.
1.31. Subscription: Customer’s Subscription to the Product, which is made up of Customer’s selected License Plan, Active User Accounts, Add-Ons, storage, and Support Services.
1.32. Subscription Period: The duration of the Subscription as indicated on the Order Form.
1.33. Subscription Start Date: The start date of the Subscription as indicated on the Order Form .
1.34. Support Service: The Service of providing reasonable technical support to Customer upon request, concerning the functioning of the Product and the Knowledge Base materials.
1.35. Time and Material Basis: Charges billable to the Customer based upon each hour worked, multiplied by the hourly rate for the work, plus the cost of any necessary Materials (including, but not limited to, the cost of travel and accommodation expenses, or otherwise).
1.36. User: A named person who uses the Product through an Active User Account, who has personal access to the Services, and who can change and save Product settings.
1.37. User Accounts: Collectively, Active User Accounts and Deactivated User Accounts.
1.38. User License Type: The type of Product functionality, access and permissions granted to an Active User Account. User License Types are described here: https://help.magnetichq.com/support/solutions/articles/3000121890-magnetic-user-permissions.
1.39. Workflows: Automations which can be configured and customised in the Product.
1.40. Any reference to any law shall include references to any amendment, modification or re-enactment of any such law (whether before or after the date of the Agreement), to any previous enactment which has been replaced or amended and to any regulation or order made under such statutory provision or enactment.
1.41. References to the annexures and clauses are, unless otherwise specified, references respectively to the annexures and clauses to and of the Agreement. References to annexures and annexures are to the annexures and annexures as amended and/or updated from time to time, as contemplated in the Agreement.
1.42. Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
1.43. Clause headings are inserted for ease of reference only and shall not affect the construction of the Agreement.
1.44. Where any term is defined within the context of any particular clause in the Agreement, the term so defined shall, unless it appears clearly from the clause in question that such term has limited application to the relevant clause, bear the meaning ascribed for all purposes in terms of the Agreement, notwithstanding that such term has not been defined in this clause.
1.45. Save where clearly indicated to the contrary, expressions defined in the Agreement shall bear the same meanings in any annexure unless such annexure contains an alternative definition for such expressions.
1.46. The rule of construction that provisions are to be construed against the party drafting an agreement or part of an agreement or on whose behalf an agreement or part of an agreement was drafted shall not apply to the Agreement.
1.47. All rules of interpretation providing for the limitation of general words and terms due to their association with words and terms of a specific nature shall not apply to the Agreement.
1.48. The use of any expression in the Agreement referring to a process, position or office under English law shall be construed as including any equivalent or analogous proceedings under the laws of any other relevant jurisdiction.
1.49. A reference to a number of business days in the Agreement shall be exclusive of the first business day and inclusive of the last business day.
1.50. Should the day for the performance of any obligation in terms of the Agreement fall on a day which is not a business day, then such obligation shall be performed on the next day which is a business day.
1.51. The expiration or termination of the Agreement shall not affect such of its provisions as expressly provide that they will continue to apply after such expiration or termination, or which of necessity must continue to apply after such expiration or termination.
1.52. Any communication which is required to be "in writing" shall include a communication which is written or produced by any substitute for writing, or which is partly written and partly so produced, and shall include printing, electronic mail or any form of electronic communication or other process, or partly one and partly another.
1.53. The Agreement shall be binding on and enforceable upon the successors in title, permitted assigns or liquidators of the Parties as fully and effectually as if they had signed the Agreement in the first instance, and reference to any Party shall be deemed to include such Party's successors in title, permitted assigns or liquidators, as the case may be.
2. SUBSCRIPTION COMMENCEMENT AND DURATION
2.1. The Subscription Period begins on the Subscription Start Date and endures for twelve (12) months from Subscription Start Date. Customer may not terminate the Agreement for the duration of the Subscription Period, unless terminated by either Party in accordance with the terms of this Agreement.
2.2. The Subscription will automatically renew for an additional twelve (12) month.
2.3. At the end of the Subscription Period, the Agreement shall automatically renew for successive twelve (12) month Subscription Periods. Either Party may decline a renewal of the Subscription by giving the other Party at least thirty (30) days written notice of termination before the Renewal Date, Customer to support@magnetichq.com and Magnetic to Customer’s email address
3. LICENSE
3.1. In consideration for Customer’s payment of the Subscription fees, Magnetic grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable License to use the Product indicated in the Order Form from the Subscription Start Date for the Subscription Period, solely for Customer's internal business operations and subject to the usage restrictions set out herein, including the number of Users.
3.2. The Customer must indicate its Billing Plan in the Order Form. Switching Billing Plan, e.g. from an Annual Plan to a Monthly Plan, is subject to Magnetic’s then current pricing and GTC, as described on https://www.magnetic.app/pricing.
3.3. The Annual Plan discount does not apply to the Monthly Plan. Any prices and discounts agreed between the Parties apply for one Billing Plan only, unless the Parties agree otherwise in writing.
3.4. Customer may change the Active User Accounts and User License Types in the Product or otherwise.
3.5. Customer may assign a Deactivated User Account to another User. No refund is given on Deactivated User Accounts.
3.6. Magnetic may, in its discretion, execute changes in functionality, access or permission rights for User License Types.
3.7. Magnetic may, in its discretion, execute changes in License Plans. If the License Plan originally subscribed to is no longer available, the Customer must select another current License Plan as described on https://www.magnetic.app/pricing.
3.8. The amount of storage included in the License Plan is described on https://www.magnetic.app/pricing. Exceeding the assigned storage limit will result in additional Subscription fees described on https://www.magnetic.app/pricing. Customer can reduce storage by deleting uploaded files in the Product.
3.9. A fixed number of Workflows are included in the License Plans as described on https://www.magnetic.app/pricing. Additional Workflows can be purchased and will result in additional Subscription fees described on https://www.magnetic.app/pricing.
4. PRODUCT
4.1. Customer owns all rights, title and interest in and to Customer’s data and is solely responsible for the accuracy, integrity, quality, legality, reliability, appropriateness of and copyright permissions of such data and for adopting procedures to identify and correct errors and omissions in the data.
4.2. Customer may access its Product account data via an API. Any use of the API, including use of the API through a third party product that accesses the Product, is bound by the terms of this Agreement, plus the following specific terms:
4.2.1. Customer expressly understands and agrees that Magnetic shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Magnetic has been advised of the possibility of such damages), resulting from Customer’s use of the API or third party products that access data via the API.
4.2.2. Abuse or excessively frequent requests to the Product’s API may result in the temporary or permanent suspension of the Customer Account’s access to the API. Magnetic may, in its sole discretion, determine abuse or excessive usage of the API. Magnetic may, but will not be obliged to, make a reasonable attempt via email, to warn Customer prior to suspension.
4.2.3. Magnetic reserves the right at any time to modify or discontinue, temporarily or permanently, access by Customer to the API (or any part thereof), without notice.
4.3. Customised Integrations with and interfaces from or to the Product, are not included in the Subscription, unless otherwise agreed in writing.
4.4. All available Integrations and related documentation are provided by Magnetic “as is”, and setting up, or use of any Integrations by Customer is solely at Customer’s risk. Magnetic shall not be liable for any issues concerning Integrations arising from, or related to, third parties’ systems (including changes in systems, issues with security, unavailability, etc.).
4.5. Integrations can be activated from the Product. Should a User activate any Integrations, Customer or User shall, prior to activation, ensure that it fully comprehends the relevant Knowledge Base materials.
4.6. Should Magnetic discover any Integrations or Customised Integrations that may potentially create any vulnerabilities, Magnetic may, in its sole discretion and without notice, limit specific Integrations or Customised Integrations and limit the provision thereof to Customer, including where a third party involved therein does not provide an acceptable level of service, security, or documentation.
4.7. Product Changes: Magnetic reserves all rights to modify the Product at its discretion.
4.8. Product Defects: Magnetic commits to fix defects in the Product. It is in the sole discretion of Magnetic to deem what is considered a defect, as well as deciding when or how a defect is fixed. In the event of severe defects, such as, but not limited to, Customer’s blocked access to the Product, Magnetic reserves the right to push an update or a fix without notice to Customer.
4.9. Product Updates: Fully paid Subscriptions include updates to new versions of the Product. New versions are normally released three (3) to four (4 ) times per calendar year, but it is in Magnetic’s sole discretion when a new version is released and which features, modifications, defects and changes the new version includes. Magnetic commits in due time to publish Documentation, also known as a release note, documenting the changes. It is the responsibility of Customer, in due time, to make sure that Users are fully aware of the changes and/or new features as well as the impact these changes or new features may have on using the Product. New releases and updates to the Product are mandatory for all customers and cannot be waived or skipped.
4.10. Any requests or suggestions for future features, functionalities, or other properties of the Product or integrations by Customer, and any communication related to such requests or suggestions, shall under no circumstances be interpreted as promises for any future developments.
4.11. Communication between Magnetic and Customer or a prospective customer concerning Magnetic’s product roadmap, future developments, planned developments and Integrations, and relevant timelines are informative only, and shall under no circumstances be considered as binding, interpreted as promises, construe any agreements, and cannot be expected to be free or included in any Subscription.
4.12. Any development, Integrations or Customised Integrations or other Product enhancement is and shall be Magnetic’s intellectual property.
4.13. Magnetic shall renew the mechanisms that serve as the basis for the functioning of the Product to provide the access to the Product and the Services to Customer. To achieve that objective, Magnetic may change the Product and its components from time to time, as well as change the requirements for the software and hardware required to use the Product and the Services provided via the Product. Magnetic shall notify Customer of the most important changes within a reasonable time before they are affected, considering the likely impact of the change on Customer’s use of the Product.
4.14. Magnetic may discontinue offering specific Subscriptions, features, Add-ons, Integrations or Customised Integrations and any other functionalities of the Product in its sole discretion, provided that Magnetic has reasonably notified the Customer about the planned discontinuation, and that such event will not have an effect on Customer’s then current Subscription Period. Should Magnetic discontinue offering any specific Subscription, features, Add-ons, Integrations or Customised Integrations and any other functionalities of the Product, Magnetic may propose an alternative Subscription to Customer, and Customer will make a prompt decision concerning the proposed Subscription. Should Customer reject the proposed or any other Subscription, it shall be entitled to terminate the Agreement on written notice to Magnetic, effective on the date of the discontinuation mentioned herein.
4.15. Magnetic has the right to temporarily restrict Customer’s access to the Product if it is necessary for amending, maintaining or updating of the Product, due to updates, replacement, changing, or maintenance works done by Magnetic, Partners or third parties. Magnetic shall endeavour, but not be obliged to, inform Customer of the planned maintenance works.
4.16. Magnetic warrants that it has obtained and will maintain licences for any third party intellectual property, including but not limited to third party licensed software required by Customer to access and use the Product. Magnetic indemnifies Customer against all claims, expenses, losses, damages, proceedings and costs that Customer may sustain or incur as a result of any claim that the access and use by Customer of the Product in accordance with the Agreement infringes the intellectual property rights of any third party.
5. SUPPORT SERVICES
5.1. Magnetic shall provide Support Services to Customer and to Active User Accounts on Customer’s reasonable request in a professional and workmanlike manner and to the generally accepted professional and industry standards of timeliness, skill, care and diligence.
5.2. Where Customer purchased a Subscription from a Partner, the Partner, and not Magnetic, may provide first-line technical support.
5.3. Support Services include, at no additional fee:
5.3.1. Email support for Active User Accounts;
5.3.2. Free monthly training once (1) per month for Active User Accounts, to introduce new Active User Accounts to the Product and Services.
5.3.3. Access to the Knowledge Base. The Knowledge Base is a repository designed to support Users by providing access to relevant information for reference, training, or operational purposes. The Knowledge Base is provided by Magnetic “as is”. Magnetic updates the Product on a regular basis, and different versions of the Product have different visual and technical characteristics. While the materials published on the Knowledge Base are also regularly updated, there may be variations in the materials. Due to the variations between versions, the Customer acknowledges that some of the help materials published on the Knowledge Base may include content referring to older versions of the design and different functionality.
5.4. Support Services do not include, inter alia:
5.4.1. Training, Onboarding Services, applying Integrations or Customised Integrations, business process mapping or reworks, system configuration or changes thereto, creation of, or support on Workflows, changes to, import/export, or cleansing of Customer’s data, custom report development or data outputs not already included in the Product, test systems and custom Documentation. Customer can request such services at Magnetic or a Partner’s then applicable fee;
5.4.2. Fixing, investigation, research of isolated incidents or events, including, but not limited to, slow connection, computer, browser or Product access issues.
5.5. From time to time, Magnetic may host events relevant to the Product and Services. Unless otherwise specified, these events are free of charge.
5.6. Customer consents to Magnetic sending communications to Active User Accounts concerning, inter alia, the Product, Services, events, surveys and similar, or by any other means of communication Magnetic deems appropriate.
5.7. Prior to Magnetic rendering Support Services, Customer must thoroughly acquaint itself with the relevant Knowledge Base material. Where Customer repeatedly requests Support Services where the solutions are provided in the Knowledge Base, Customer may be charged a penalty.
5.8. Customer acknowledges that Magnetic’s or Partner’s personnel must from time to time access Customer’s data for purposes of performing its obligations under the Agreement (e.g. where the Customer requests Support Service, has flagged a technical issue, or has requested Services such as Onboarding Services or Configuration Services). In addition, Magnetic may need access to check for vulnerabilities, to provide quality assurance and control, and to prevent, detect, investigate fraud or misuse. Magnetic logs all such processing activities and Customer may request such logs from Magnetic to ensure all such processing activities accord with the Agreement.
5.9. Customer must at the earliest possible time notify Magnetic of changes to Customer’s primary personnel related to the Product and Services, e.g. a change to Customer’s Admin Users.
6. CONSULTING SERVICES
6.1. Should Customer require Consulting Services, it will enter into a written Consulting Services agreement with Magnetic or Partner. Consulting Services will be rendered and billed on a Time and Material Basis, or on a Scope Of Work Basis.
6.2. Consulting Services can include, but are not limited to, training, Onboarding Services, applying Integrations, business process mapping or reworks, system configuration or changes here to, creation of, or support on Workflows, changes to, import/export, cleansing of Customer’s data, custom report development, Application Program Interface (API), technical assistance or data outputs not already included in the Product, test systems and custom Documentation.
6.3. When providing Consulting Services to Customer on any data migration, import or export, Magnetic shall not be liable for the results or feasibility of any data migration, import, or export. Customer is solely responsible for the data migrated, imported or exported being accurate, cleansed, up to date, accurately formatted to the data structure and data mapping of the Product. Customer’s failure to do so may result in additional charges to the Customer.
6.4. Delivery Schedule and Go-Live are planned and executed according to availability and capacity of Magnetic’s or Partner’s resources. The Delivery Schedule can consist of Services performed and delivered by Magnetic, Customer and/or Partners, and dictates which Party is responsible for delivery. Failure to meet the deadlines as specified in the Delivery Schedule due to no fault of Magnetic or Partner, may result in timeline changes and additional charges to the Customer.
6.5. During the rendering of Consulting Services, Customer will ensure high availability of its management, employees, team members and third party service providers who are relevant to the Consulting Services. Customer undertakes to provide all instructions, decisions, and information reasonably required by Magnetic by the deadlines specified in the Delivery Schedule.
6.6. Onboarding Services
6.6.1. Magnetic or Partner may offer Onboarding Packages to Customer, consisting of bundled Consulting Services with specific and fixed deliverables as described on https://www.magnetic.app/pricing.
6.6.2. The scope of the Onboarding Services published, or discussed between the Parties, are for illustrative purpose only and not based on a factual assessment of Customer’s Onboarding needs. Magnetic will assess Customer’s Onboarding needs, and provide an Onboarding Services quotation to Customer.
6.6.3. Onboarding Services are subject to an agreed scope and hours, and are charged separately from the Subscription fee.
6.6.4. The hours specified in an Onboarding Package are non-refundable and remain valid for three (3) months from the Subscription Start Date, after which they expire.
6.6.5. Changes to an Onboarding Package may result in increased costs and adjustments to the Delivery Schedule.
6.7. Self-Onboarding
6.7.1. If no Onboarding Package is selected and the Customer prefers Self-Onboarding, Magnetic will bill Consulting Services, if required, on a Time and Material Basis.
6.7.2. Customer acknowledges that Self-Onboarding is suitable for Users who have advanced technical understanding of SaaS business management products, who have small teams and a pre-existing strong understanding of data processing methods and practices and project and business management software, or where the Customer obtains Self-Onboarding assistance from a third party, have a high level of skills and experience in Onboarding specifically for the Product.
6.7.3. Where Customer makes use of Self-Onboarding and/or use implementation advice or services provided by a third party, Magnetic shall not bear any responsibility concerning the Self-Onboarding, or any third party advice or services.
6.7.4. Customer shall conduct Self-Onboarding independently of Magnetic. When selecting Self-Onboarding, Customer must follow instructions for setting up and configuring the Product published on the Knowledge Base, if such instructions have been published. Customer shall ensure that, prior to requesting Support Service while conducting Self-Onboarding, it fully comprehends the relevant Knowledge Base materials.
6.8. Add-Ons
6.8.1. Add-Ons (both Products and Consulting Services) as described on https://www.magnetic.app/pricing are not included, unless specifically recorded and agreed on the Order Form.
6.8.2. Add-Ons (both Products and Consulting Services) added after Onboarding are subject to separate quotes and fees, and shall be deemed to be incorporated into the Agreement.
6.9. Meetings and Travel
6.9.1. Unless agreed otherwise in writing, all meetings for providing Consulting Services will be delivered virtually. If travel is required for the provision of Consulting Services, Customer shall reimburse all reasonable travel expenses associated with providing the Consulting Services. Travel expenses will include, but not be limited to, all transport (including air travel, public transport, ride-share, rail travel, car rental, etc.), hotel expenses, living expenses, and any other expenses that may reasonably be incurred by providing the Consulting Services, including cancellation fees where incurred due to no fault of Magnetic. Supporting vouchers will be provided to Customer.
6.9.2. Where Consulting Services meetings are scheduled, Customer shall attend such meetings on the agreed dates and at the agreed times. Customer will notify Magnetic or Partner at least two (2) hours in advance if it is unable to attend the meeting. Should the Customer not attend the meeting within fifteen (15) minutes of the meeting starting time, Magnetic may terminate the meeting and claim payment for the full scheduled meeting time.
7. FEES
7.1. Magnetic or Partner will issue an invoice to Customer, which is due and payable by the date marked on the invoice. All amounts payable by Customer to Magnetic shall be paid free from deduction or set-off for any reason whatsoever.
7.2. If Customer is paying for the Subscription by credit or debit card, Customer authorises Magnetic or Partner to charge its credit card or bank account for all fees payable on a recurring basis for each Billing Plan on the date of the payment request. The Customer authorises Magnetic or Partner to use a third party to process payments.
7.3. Magnetic will bill Customer in advance for the Active User Accounts.
7.4. Added Active User Accounts will be billed to Customer pro rata from the date it is added to the Product, until the Subscription Renewal Date.
7.5. Magnetic or Partner may bill fifty percent (50%) of the Consulting Services fee in advance unless otherwise agreed in writing between the parties.
7.6. Magnetic will notify Customer of adjustments to the Subscription fee from the Renewal Date, at least thirty (30) days prior to the Renewal Date. Should Customer disagree with the adjustment, it shall give Magnetic notice of termination prior to the Renewal Date, which notice may only be given on a business day.
7.7. Magnetic reserves the rights to increase Consulting Services rates and changes once per calendar year.
7.8. Overdue payments may accrue interest from due date to date of final payment at the rate of the lesser of nine (9%) percent per annum or the maximum rate allowed by law.
7.9. In the event that Customer defaults in making payment of any amount that is due and owing to Magnetic, then, ten (10) days after written notice to Customer, Magnetic may suspend Customer’s access to the Product, in which event Customer will have no access to any Customer data and Magnetic will have no obligation to provide Customer with copies of Customer’s data.
7.10. The Agreement and/or tax invoices raised pursuant thereto may be subject to approval by the Parties’ exchange control authorities. The Parties shall ensure that all required formal applications for approval of the Agreement and/or tax invoices by the applicable exchange control authorities has been granted and provide proof of such approval to the other Party.
7.11. Unless a double taxation agreement between England and Customer’s country of residence from time to time permits payments due in terms of the Agreement to be made without deduction of withholding or other taxes, any amounts in respect of withholding or other taxes which the applicable law requires to be deducted from payments due in terms of the Agreement shall be deducted from such payments. The Party making such deduction shall promptly furnish the other Party with a certificate of payment from the appropriate authority confirming that such taxes have been paid.
7.12. Magnetic is entitled to transfer the right to bill Customer, to a third party.
8. PROMOTIONS; DISCOUNTS
8.1. Magnetic may, in its sole discretion, offer:
8.1.1. Promotions, including, but not limited to, special pricing for a limited time or other promotional offers. Customer has no right to claim refunds, credits or similar on its Subscription based on promotions;
8.1.2. Discounts to the customer. Discounts are strictly confidential between Magnetic and Customer, and in no event may previously offered discounts to Customer be deemed valid for future Subscriptions;
8.1.3. Discount programs, including, but not limited to, Customer writing public promotional reviews, Customer’s participation in case studies, or related activities.
8.2. Customer allows Magnetic and its Partners to publish that Customer has become a Magnetic customer, and cite Customer as a reference. Customer will allow the use of Customer’s logo and trademark for the purpose hereof. Should Customer no longer wish to allow such publication and citation, it will notify Magnetic in writing, who will withdraw such publication and citation.
9. CONFIDENTIAL INFORMATION
9.1. "Confidential Information" in the Agreement means, without limitation, (i) the Product; (ii) Customer’s data and personally identifiable information; and (iii) any other non-public information concerning a Party's systems, products, services, research and development; customer and prospective customers; business plans and finances, and similar information of a Party (a) that is marked confidential, restricted or proprietary by the disclosing Party (or by any other person to whom such disclosing Party has an obligation of confidence); or (b) is disclosed under circumstances where the receiving Party either knew or should have known that the information should be treated as confidential.
9.2. Subject to clause 9.3, neither Party shall in any way, whether directly or indirectly, announce or disclose to any third party any confidential information disclosed by the one Party ("Disclosing Party") to the other or acquired from the Disclosing Party in connection with the Agreement and the negotiation between the Parties.
9.3. Either Party may disclose Confidential Information referred to in clause 9.1 to its staff, professional advisers, agents and consultants should that be strictly necessary for the negotiation referred to in the Agreement, provided that that Party takes whatever steps are necessary to ensure that those persons agree to keep that information confidential in order to prevent the unauthorised disclosure of the confidential information to third parties.
9.4. The restrictions set out in clauses 9.2 and 9.3 do not apply to any information which:-
9.5. at the date of its disclosure is within the public domain or which subsequently becomes within the public domain (other than by reason of a breach of the provisions of the Agreement);
9.6. is or was lawfully within possession of the acquiring Party prior to being acquired by it from the Disclosing Party or is acquired by the acquiring Party thereafter from a third party who lawfully acquired such information without restriction and who had not previously obtained the confidential information directly or indirectly from the Disclosing Party under a confidentiality obligation from the Disclosing Party;
9.7. is required to be disclosed by law, or a stock exchange rule or an order of a court of competent jurisdiction, or
9.8. is, by agreement between the Parties, disclosed in connection with efforts to obtain any regulatory approvals or consents.
10. BREACH AND TERMINATION
10.1. Should either party (“the Defaulting Party”) breach any provision of the Agreement and fail to remedy such breach within fourteen (14) days after receiving written notice from the other party (“the Wronged Party”) requiring such remedy, then (irrespective of the materiality of such breach or provision) such Wronged Party shall be entitled, without prejudice to its other rights in law, including any right to claim damages, to cancel the Agreement, alternatively, to claim immediate specific performance of all of the Defaulting Party’s obligations, whether or not otherwise then due for performance.
10.2. Magnetic may at any time terminate the Agreement by giving written notice to Customer if Customer undergoes insolvency, bankruptcy, liquidation, administration, winding-up, incapacity, limitation, disability and discharge by operation of law of, and any change in the constitution or name of, Customer.
10.3. Upon termination of the Subscription, Magnetic may delete Customer’s data, subject to applicable laws.
10.4. Customer may, prior to termination of a Subscription, request that 1 (one) Admin User Account remain active for a minimum period of 3 (three) months, and Magnetic will bill Customer in advance for such Subscription, according to its then current pricing as described on https://www.magnetic.app/pricing. Customer may also, in writing, request a single extension of the 1 (one) Admin User Account for an additional minimum period of 3 (three) months. The requests must be done in writing to support@magnetichq.com prior to the then current Subscription terminating.
10.5. Magnetic is not obliged to export data from the Product upon termination of a Subscription. Customer can, however, request Magnetic to export data from the Product in a CSV format. Billing in relation thereto will be executed on a Time and Material Basis. The request to export data must be done in writing to support@magnetichq.com before the Subscription terminates.
PRODUCT WARRANTIES
10.6. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, MAGNETIC MAKES NO WARRANTIES (AND MAGNETIC EXPRESSLY DISCLAIMS ANY AND ALL OTHER SUCH WARRANTIES), WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF PRODUCT MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, INFORMATION SECURITY, AND NON-INFRINGEMENT.
10.7. MAGNETIC PROVIDES THE PLATFORM ‘’AS IS’’. IN ADDITION TO WHAT IS CLEARLY STATED IN THE AGREEMENT, MAGNETIC DOES NOT GIVE ANY ADDITIONAL PROMISES TO CUSTOMER OR ENTER INTO COMMITMENTS AS TO THE SPECIFIC FUNCTIONS AVAILABLE VIA THE PRODUCT, COMPLIANCE WITH THE LAW, USABILITY FOR A SPECIAL PURPOSE, RELIABILITY, AVAILABILITY AND SUITABILITY FOR CUSTOMER’S NEEDS, EXCEPT WHERE THE PARTIES HAVE AGREED OTHERWISE IN A WRITING.
11. GENERAL TERMS
11.1. Affiliates: Where an Affiliate of Customer is authorised to use the Product, the Affiliate is similarly bound by the terms of the Agreement. Where the Affiliate is no longer authorised by Customer to use the Product, it may acquire a separate Subscription, subject to Magnetic’s then applicable terms.
11.2. Liability: Nothing in the Agreement excludes the liability of either Party for death or personal injury caused by such Party’s negligence or for fraud or fraudulent misrepresentation. Subject to the foregoing, Magnetic shall not be liable whether in delict (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any damages, 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 Magnetic’s total aggregate liability in contract, delict (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 total Fees paid for the Subscription Period within which the claim arose.
11.3. Governing Law; Jurisdiction: This Agreement and any dispute or claim arising out of, or in connection with it, or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the English courts for any dispute arising in connection with the Agreement, save that nothing in the Agreement shall prevent Magnetic from bringing any proceedings against Customer in any other jurisdiction in which Customer has any business or assets. The parties waive, to the fullest extent permitted by law, any objection which they or either of them may now or hereafter have to the laying of the venue of any such action or proceeding brought in the English courts, and any claim that any such action or proceeding brought in the English courts has been brought in an inconvenient forum.
11.4. Change of Control: Customer shall notify Magnetic in writing at the earliest possible time, but in any event prior to a change in shareholding which results in the persons/enterprises in whom the Control presently vests, no longer being in Control. Failing such notice, the entire balance owing by Customer to Magnetic, whether due or not, shall immediately become due and payable by Customer. On receipt of such notice, Magnetic shall be entitled to terminate the Agreement by giving thirty (30) days written notice to Customer.
11.5. Domicilium: The parties choose domicilium citandi et executandi for all purposes arising out of the Agreement at their physical addresses stipulated in the Order Form. The parties shall be entitled from time to time by written notice to one another, to vary their domicilium citandi et executandi to any other physical address. Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that is not sent to or delivered at its chosen domicilium citandi et executandi.
11.6. Force Majeure: Neither Party shall be liable to perform its obligations to the extent that it is prevented from or delayed in the carrying on of its obligations hereunder due to circumstances beyond its reasonable control including, but not limited to, acts of God, fire, flood, war, acts of terrorism, riot, civil commotion, governmental actions (excluding regulatory change) and any similar events beyond the reasonable control of the non-performing Party (“Force Majeure”). If the performance by either Party of any of its obligations under the Agreement is prevented or delayed by Force Majeure for a continuous period in excess of sixty (60) days, the other Party shall be entitled to terminate the Agreement by giving written notice to the Party affected by the force majeure.
11.7. Whole Agreement: The Agreement is the entire agreement between Magnetic and Customer in regard to the subject matter thereof, and supersedes all prior or contemporaneous oral or written communications, proposals and representations relating to the subject matter of the Agreement, including those made during the license and services sales process by Magnetic representatives. Any purchase order or other document issued by Customer (including any online terms as part of a required procurement process) will not alter, be incorporated into, or supplement the Agreement.
11.8. Cession; Assignment: No part of this Agreement may be ceded, assigned, transferred or made over by Customer without having secured the prior written consent of Magnetic, which consent shall not be unreasonably withheld.
11.9. Indulgence: Any condonation of any breach of any of the provisions hereof or other act or relaxation, indulgence or grace on the part of a Party, shall not in any way operate as or be deemed to be a waiver by that Party of any rights under thee Agreement, or be constructed as a novation thereof.
11.10. Severability: Each clause of the Agreement is severable, the one from the other, and if any one or more clauses are found to be invalid or unenforceable, that clause/clauses shall not affect the balance of the Agreement, which shall remain in full force and effect.
11.11. Variation: Customer acknowledges that no terms at variance with the terms and conditions of the Agreement and which have been sought to be introduced by Customer at any time shall be of any force or effect unless Magnetic has, in writing, expressly agreed that the terms so sought to be introduced by Customer shall apply. Without derogating from the generality of the aforegoing, Magnetic shall not be regarded as having so expressly agreed by virtue merely of Magnetic having agreed to execute an order in which the inconsistent terms have been introduced by Customer and notwithstanding that Magnetic has not rejected such inconsistent terms
11.12. Authority: Each Party representative warrants to the other that it has power, authority and legal right to sign and perform the Agreement and that the Agreement has been duly authorised by all necessary actions of its directors and constitutes valid and binding obligations on it in accordance with the terms of the Agreement.
11.13. Consent: Magnetic has Customer’s consent at all times to contact and request information from any person, credit bureau or business to obtain information regarding Customer’s, as well as Customer’s then current and prospective directors and shareholders’ creditworthiness. Customer shall procure such directors’ and shareholders’ consent for this purpose, in so far as it is required by law.
11.14. Contracts (Rights of Third Parties) Act 1999: Other than by Magnetic’s Affiliates, no term herein, express or implied, is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to this Agreement
11.15. Confirmation of Compliance with Local Laws: Each Party confirms that it has obtained legal advice confirming that the provisions of this Agreement comply with all applicable laws within the countries in which it will operate.
11.16. Adequate Opportunity: Customer acknowledges that it has been given adequate opportunity to access, identify, view and print the contents of the Agreement, including Order Form, GTC and the online contents of the GTC hyperlinks.
11.17. Changes to GTC: Magnetic may, from time to time, need to make changes to the GTC for many reasons; for example, to reflect updates in how the Product or Services work, and changes in law. Such changes shall be effective immediately, provided however, for existing Customers, such changes shall, unless otherwise stated, be effective thirty (30) days from sending an email to Customer’s email address indicated on the Order Form, or through in-app messaging.
