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Terms and Conditions

These terms (“Humley Terms”), along with the terms set out in the relevant Order Form and the rest of the Agreement, regulate the relationship between Humley Limited, The Stables (Unit 5) Manor Farm Old Road, Lamport, Northampton, Northamptonshire, England, NN6 9HF, a company incorporated in United Kingdom (“Humley”, “our”, “we” or “us”) and you and cover your access to the Humley Platform and use of the Humley Services.

By accessing the Humley Platform and using the Humley Services, you acknowledge that you have read, understood, and agreed to be bound by these Humley Terms, the Agreement and Privacy Policy, as amended from time to time.

If you do not agree with these Humley Terms, you must stop accessing the Humley Platform or using the Humley Services immediately and must take steps to terminate the Agreement.

1. Definitions

The following terms are used throughout this Agreement and have specific meanings.


“Additional Fees”

“Additional Service”


means the account that you are required to register through the Humley Platform to use the Humley Services;

means the fees payable for the Additional Services, as specified in the Order Form or otherwise agreed in writing between the Parties;

means any services that Humley agrees in writing to provide to you in addition to the Humley Services;

means the Order Form and the Humley Terms, any other terms, conditions and notices contained or referenced in the Humley Terms (as amended from time to time) and all other Humley rules, policies available on the Humley Platform (including but not limited to the Privacy Policy, guidelines and procedures that may be published from time to time on the Platform);

“Applicable Law(s)”

“Applicable Territory”

“Confidential Information”


means all the laws, rules, regulations, notifications, guidelines, ministerial decisions or cabinet resolutions in force and effect, as of the date hereof and which may be promulgated or brought into force and effect hereinafter in any Applicable Territory, including judgments, decrees, injunctions, or orders of any court of record, as may be in force and effect during the subsistence of the Agreement;

means (i) the United Kingdom and (ii) each Customer Territory;

means any information which is proprietary and confidential to either Party and acquired pursuant to the matters contemplated in the Agreement including but not limited to the Agreement, any of the trade secrets or confidential operations, processes or inventions carried on or used by any Party, any information concerning the organisation, business opportunities, operational concepts, strategic plans, marketing plans and/or concepts, software, finances, transactions or affairs of any Party, dealings of any Party, secret or confidential information which relates to a Party’s business or any of its employees, principals, clients or customers’ transactions or affairs, employment and employee data, any Party’s documentation, manuals, budgets, financial statements or information, accounts, dealers’ lists, customer lists, marketing studies, drawings, notes, memoranda and the information contained therein, intellectual property or other information relating to the development, marketing, sale or supply or proposed marketing, sale or supply of any products or services by any Party, and plans for the development or marketing of such products or services and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone.

means a legal entity which, via an agreement with Humley, makes a specific third party available to you through the Humley Platform including, but not limited to, CRM’s, messaging platforms, communications platforms, data sources, third party cloud providers and marketing providers (e.g. What’s App, Meta etc.) .

“Customer Territory”

“Effective Date”

“End User(s)”


Government Authority

Humley Platform

Humley Services

Humley Technology

Humley Terms

Order Form

“Paid Plan”


Privacy Policy


Subscription Fee



User Content

you”, “your”, “Customer

means (i) any territory in which you are incorporated and (ii) any territory in which you supply goods and/or services;

means the date on which you register to use the Humley Services on our website;

means customers of the Customer who use the Humley Services to pay for your goods and services;

means (i) the Subscription Fee and (ii) any Additional Fees;

means any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, or any government authority, agency, department, board, commission or instrumentality of each Applicable Territory;

means the databases, application program interfaces, software development kits, operating systems, or any other technological solutions or tools provided by Humley from time to time to enable a Customer to provide a payment solution to End Users of the Customer;

means the services to be provided by Humley as specified in clause ‎‎2 and includes any Additional Services, the Humley Platform, and the Humley Technology;

means the Humley Platform, any Humley materials, information and data together with all underlying architecture, systems and database design, hardware, hosting solutions, (operating) software, websites and web portals, owned or licensed by Humley;

means these terms and conditions, as amended and/or restated, varied or supplemented from time to time;

means each order form issued to you by Humley that details, amongst others, the applicable Fees, and which is incorporated in this Agreement by reference;

means a package that you have purchased from Humley that provides additional usage and access to functions of Humley Services;

means Humley or the Customer and “Parties” means Humley and the Customer;

means the privacy policy which outlines Humley’s privacy practices in relation to the use of the Humley Platform and which is available at ;

means the subscription, purchased by the Customer (as per the Order Form) which entitles the Customer to access and use the Humley Services for the Subscription Fee in accordance with the Agreement.

means the subscription fees payable for the Humley Services as provided in the Order Form;

means the term of the Agreement;

means a payment for your goods and/or services which is requested by an End User via the Humley Platform;

means any written, visual or audio content that’s uploaded to Humley Services by you. 

means the Customer entity listed on an Order Form.

2. About Humley

2.1 Humley offers you the following services:

(a) The Humley Platform is an online portal, which can be accessed at, where you can set up and manage your Account, upload data, documents and media assets, generate new related materials using artificial intelligence, train the artificial intelligence to better understand your data, edit your data and build digital assistants and associated experiences for deployment across a range of first party and third party channels, and access all Humley reporting and policies;

(b) A unified application programme interface (“API”), together with a software development kit that provides a front-end digital assistant experience for you to offer your End Users the opportunity to obtain information or trigger automations regarding your goods and/or services through the Connectors accessible through the Humley Platform;

(c) The Humley Technology, which includes the ability to identify and authenticate the End User and optimize their experience accordingly; and

(d) Any Additional Services,

(collectively, the “Humley Services”).

2.2 Humley utilizes third party artificial intelligence and allows you to deploy your digital assistant on third party channels (for example, What’s App) and we do not assume any direct or indirect liability or responsibility in connection with any third party or their operations.

3. License

3.1 In consideration of you paying the Fees pursuant to the Agreement, we grant you a limited, non-exclusive, non-transferable license, without the right to grant sub-licenses, to access and utilize the Humley Platform during the Term for your own internal business operations (“License”).

4. Access to Humley Platform and availing Humley Services

4.1 To use the Humley Services, you must create an Account on the Humley Platform. You shall use your Account only for yourself and for your own business purposes. You agree and acknowledge that you are solely responsible for maintaining the security of your Account and for all activities that occur under your Account and any other actions taken in connection with your Account. You undertake to provide accurate and complete information and to keep your Account information updated. You agree to notify us immediately of any unauthorized use of your Account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages of any nature and howsoever described which arise out of the unauthorized use of your computer, mobile device, or other computing device and/or your Account.

4.2 You may not impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own, create multiple Accounts, or provide or use false information to obtain access to an Account.

4.3 We may suspend access to the Humley Platform without notice where we reasonably believe that you are in breach of the provisions of the Agreement or immediately in the event (i) we suspect or become aware of illegal activity or (ii) where suspension is required by any Connector, Government Authority, court order or Applicable Law.

4.4 We reserve the right to require you to install and/or update any and all software updates to continue using the Humley Services.

5. Integration with Connectors

5.1 You acknowledge that the Humley Services will enable you to access and integrate with the services of Connectors. You acknowledge and agree that Connectors are independent of Humley and you may only use any Connector services via the Humley Services where you have entered into a direct contract with each relevant

5.2 The use of any Connector is at your own risk. We do not endorse nor make any representation, warranty or commitment, and shall have no liability or obligation whatsoever in relation to your use of any Connector. Any contract entered into with and any action completed via any Contractor is between you and the relevant Connector, and Humley shall have no responsibility or liability in connection therewith.

5.3 Your right to use the Humley Services is conditional on your compliance with the Connector terms and conditions which apply to your use of the relevant Connector.

5.4 Humley may interact with Connectors on your behalf in connection with the Humley Services. You unconditionally authorize Humley to interact with such Connectors in relation to the Humley Services. Humley will make available to you information regarding any intended changes concerning the addition or replacement of any Connector, and give you the opportunity to object to such changes. In the event you do object to any such changes, you shall be entitled to terminate the Agreement by written notice of termination of not less than 30 days prior to the applicable end date, without prejudice to your obligations to make payment as necessary under clause 18.1.

5.5 As part of accessing the Humley Platform and availing the Humley Services, Humley may provide you with convenient links to third-party platform(s) as well as other forms of third-party content. These links are provided as a courtesy to you. We have no control over third-party content or platforms or the promotions, materials, information, goods or services available on them. We are not responsible for any third-party content accessed through the Humley Platform. If you decide to leave the Humley Platform and access third-party content, you do so at your own risk and you should be aware that the Humley Terms and policies no longer govern. The Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any third-party content.

6. Security

6.1 Humley has implemented and will maintain security systems for the transmission of Transactions and associated data, consisting of encryption and ‘firewall’ technologies that are understood in the industry to provide adequate security for the transmission of such information over the internet. Humley will maintain commercially reasonable procedures to protect all the personal information regarding you and the End Users that is stored in our servers from unauthorized access and accidental loss or modification. Humley takes security very seriously and is committed to invest and update our security measures in a timely manner to ensure that they are, at all times, of a level commensurate with industry practices. However, we are unable to guarantee that Connectors that you authorise will not be able to access personal information provided to us. As such, you acknowledge and agree that all such personal information and data relating to you and your End Users is provided at your own risk.

6.2 You are solely responsible for ensuring that any Connector which you choose to use via the Humley Services complies with applicable data privacy and security requirements under the PCI-DSS and complies with Applicable Laws related to the processing of personal data. Humley does not provide any warranty or representation as to such compliance by any Connector.

7. Subscription and Fees

7.1  If you sign up for a paid monthly plan, you will be required to self-select your Subscription Package (e.g., Essentials, Standard, Premium) from the options posted on our Humley Site based on your anticipated use of the Service.

7.2  Each Paid Plan offers different pricing and feature options and has varying usage limits. Once you select your Paid Plan, Humley will never automatically upgrade or downgrade your Paid. If you exceed your Paid Plan usage limits (either by exceeding your data processing or conversation limits, seat licenses or both), you will incur additional charges for the prior billing cycle based on your current Paid Plan, which will be detailed on your bill and in your account.

7.3  Before paying for your Paid Plan for the first time, you will have an opportunity to preview the additional charges which would apply to your Paid Plan should you incur them by exceeding your self-selected usage limits. If you decide to proceed, and you incur additional charges, you agree to pay them on or before the next Pay Date, as described below.

7.4  You will always have the option to upgrade to a higher tier or downgrade to a lower tier. If you change during a billing cycle the change shall not be effective until the end of that billing cycle, and you will still be charged for that entire billing cycle at your current package cost.

7.5  When you sign up for a Paid Plan, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the same day each month, based on the date that you first started paying for any recurring monthly plan. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”). If any part of a month is included in the Term, then payment is required for the full month. If you exceed your self-selected usage limits for your Paid Plan, then you’ll have to pay additional charges (as described above) for the prior billing cycle on or before the next Pay Date, even if the Term ends or you downgrade to a Free Plan before that payment is otherwise due. Billing for Paid Plans may be paused, and you may choose to close your account permanently at any time.

7.6 You must raise any discrepancy in relation to the charges within 10 days of the Pay Date. You agree that the invoice shall be prima facie evidence of the amounts due to Humley, save for any manifest error. If a discrepancy is not raised by you within the period specified above, then such invoice shall be deemed irrevocably accepted by you for the purpose of determining the amounts due to Humley.

You shall pay such invoices within 15 days in United Kingdom Sterling (GBP) or US Dollars (USD), or a currency agreed in writing with us. Where we hold payment details for you on file, we shall process all payments within 48 hours of issue of invoice.

Humley may, without liability to you, suspend your Account and/or access to all or part of the Humley Services in the event any Fees are not paid according to this Agreement, unless a bona fide dispute has been raised.

You shall be solely responsible for determining what, if any, taxes apply to Transactions and collecting, reporting and remitting the correct tax to the appropriate tax authority.

8. Customer Obligations and Undertakings

8.1 You shall co-operate with Humley in relation to the Agreement and the Humley Services, and shall grant to Humley such access and licenses as are necessary in order for Humley to provide the Humley Services.

8.2 You shall not (i) except to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Humley Technology in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceptible form all or any part of the Humley Technology; or (iii) access all or any part of the Humley Technology in order to build a product or service which competes with any of the Humley Technology; or (iv) except to the extent expressly permitted under the Agreement use the Humley Technology to provide services to third-parties; or (v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Humley Technology available to any third-party; or (vi) attempt to obtain, or assist third-parties in obtaining, access to the Humley Technology, other than as expressly provided for in the Agreement.

8.3 You shall not transmit any data through the Humley Platform that contains or installs any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, to damage or obtain unauthorized access to any data or other information of any third-

8.4 You shall not, under any circumstances, use the Humley Services in connection with any goods and/or services that are banned or unlawful in any Applicable Territory, including for the avoidance of doubt for gambling, betting, narcotics, and pornography.

8.5 You may use the Humley Services for only legitimate transactions with your End Users. We are not responsible for your goods and services. You agree and acknowledge that you are solely responsible for the nature and quality of the goods or services you promote and sell, and for any/all delivery, support, refunds, returns, and for any other ancillary services you provide to End Users.

8.6 You acknowledge and agree that you are responsible for determining whether any activity undertaken by your End Users using the Humley Services is suspicious or accidental and for any losses you incur due to any such suspicious or accidental transactions in connection with your use of the Humley Services. Humley does not conduct or provide any verification or assurance in connection with any End User.

8.7 You must at all times comply with Applicable Laws and all Humley policies communicated to you from time to time, in each case in relation to the use of the Humley Services, your interaction with Connectors and the provision of your goods and services to your End Users.

8.8 You shall maintain and make available to End Users your internal data protection and/or privacy policy for all End User data, relating to them and their use of your goods and services, that you receive, process or hold. End User data must be collected, processed, retained and transferred in a secure and confidential manner and in accordance with Applicable Law. You shall not without express written consent of Humley and the End User use any End User data obtained via the Humley Platform for any purpose other than the delivery of your goods and services and in compliance with Applicable Law.

8.9 You shall ensure that your personnel’s use of the Humley Services complies with the terms and conditions of the Agreement and you shall be responsible for any breach by them of the Agreement.

9. Humley's Obligations

9.1 We shall provide the Humley Services with reasonable skill and care and use suitably qualified personnel to carry out our obligations under the Agreement.

9.2 We shall ensure that the Humley Services comply with all Applicable Laws and that all data held with us is held and processed in accordance with Applicable Laws which are binding upon us.

9.3 To support the deliver the Humley Services we may use third party technology providers such an, IBM Watson and others. All User Content shared with these providers is shared in a manner that ensures the User Content is not used for any other purpose by those providers, other than that required by Humley.

9.4 We shall from time to time publish and/or update our service level agreement, security processes, data protection and privacy policy, and other policies relating to your use of the Humley Services. Such updates may be in the form of email notification, notifications posted on our websites, notifications added to your account area or any other reasonable communication method. We may from time to time provide suggestions on how you can remain compliant with Applicable Laws outside of the scope of mandatory requirements for the use of the Humley Services or our existing policies and procedures, however, such suggestions are not intended as and should not be construed as legal or regulatory advice.

10. Intellectual Property

10.1 Other than the intellectual property owned by a Connector, the Customer acknowledges and agrees that Humley owns all intellectual property rights in the Humley Technology. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Humley Technology.

10.2 Humley does not claim any ownership rights in any User Content that you make available to the Humley Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. On request, Humley will delete all User Content from the Humley Services provided that such action does not render Humley in breach of any Applicable Laws or regulations.

10.3 Notwithstanding the above, you may use Humley’s trademarks (where authorized to do so) in the following manner:

(a) You may only use the images of Humley’s trademarks that are made available to you by us;

(b)You shall not use Humley’s trademarks in a misleading or disparaging way;

(c) You shall not use Humley’s trademarks in a way that implies that Humley endorses, sponsors, or approves of you; and

(d)You shall not use Humley’s trademarks in a way that violates Applicable Law or in connection with an obscene, indecent, or unlawful topic or material.

10.4 You acknowledge and agree that Humley may use your name in Humley’s marketing materials to identify your relationship with Humley. You may withdraw this authorization at any time by giving not less than 14 days’ written notice to Humley.

11. Relationship with Humley

The relationship between you and Humley under the Agreement shall be that of an independent contractual relationship. Nothing contained in the Agreement shall be construed as creating a partnership, joint venture or agency relationship between Humley and the Customer. You are not authorized to make contracts in Humley’s name, or to transact any business in the name of Humley, or to assume or create any obligation or responsibility binding on Humley in any matter whatsoever.

12. Representations and Warranties

12.1 You represent and warrant that:

(a) you have the capacity and authority to validly enter into and/or be bound by the Agreement;

(b) you are duly incorporated, validly existing and lawfully licensed to receive the Humley Services and carry out your business in each Territory;

(c) you hold all governmental approvals necessary for the provision of your goods and services, and your license and such governmental approvals are valid and up to date; and

(d) you will comply, at your own expense, with all Applicable Laws applicable to you and/or your operations.

13. Confidentiality

13.1 Each Party undertakes that it shall not without the express written consent of the other Party at any time during the Agreement, and for a period of two years after termination of the Agreement, disclose to any person any Confidential Information except as permitted by clause 14.2 herein. Confidential Information also includes provisions of the Agreement.

13.2 Each Party may disclose the other Party’s Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with the Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this clause; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 No Party shall use any other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

13.4 The provisions of clause 14.1 herein shall not apply to any Confidential Information which:

(a) is or becomes public knowledge other than by breach of this clause;

(b) is already in the possession of a Party without restriction in relation to disclosure before the date of its receipt from the other Party; or

(c) is received from a third Party (who, for the avoidance of doubt, is not a member of the receiving Party’s group) who lawfully acquired or developed it and who is under no obligation restricting its disclosure.

14. Disclaimer of Warranties

14.1 The Humley Platform and Humley Services are provided on an “AS IS” basis. Humley makes no representation or warranty that the information provided or that is provided through the Humley Platform is accurate, reliable or correct; that the Humley Platform or Humley Services will meet your requirements; that the Humley Platform will be available at any particular time; that the Humley Platform will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Humley Platform is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from their use of information, content or other material obtained from the Humley Platform.

15. Release and Indemnification

15.1 You agrees that to the fullest extent permitted by law, Humley shall not be liable or otherwise responsible, to you or to third-parties for any damages or losses (including, without limitation, direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities) that may arise from (i) the failure, interruption or disruption to your access to the Humley Platform, regardless of whether such access or any related service is provided by Humley or a third-party; (ii) the conduct, performance, quality, qualification, legality, suitability, accuracy, timeliness, reliability or performance of the Humley Platform, completeness or delays, breach, omissions, or interruptions in the delivery of any Humley Services, or information available on or through the Humley Platform (including without limitation any breach by you of any obligation); (iii) any failure or delay in the execution of any transactions through the Humley Platform; (iv) any dispute, conflict or disagreement between you and the End Users, the Connectors and/or any third-party in connection with any Humley Services; or (v) any injury, accident, physical or property damage, loss of profit, property or business reputation, or otherwise that may be caused by or to you, an End User or a Connector as a result of use of the Humley Platform or Humley Services. To the extent that the foregoing limitation does not apply, in no event will our total aggregate liability in connection with, or under, the Agreement, your use of, or inability to make use of the Humley Platform or the Humley Services, exceed the Fees paid to Humley in the 12 months prior to the relevant event giving rise to the relevant claim.

15.2 You release Humley from any and all claims, demands and damages (actual and consequential) or losses of every kind and nature, arising out of any dispute with an End User or a Connector.

15.3 You agree to compensate, indemnify, and hold harmless Humley from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including without limitation lawyers’ fees, penalties, interests or loss of profits) made by an End User, a Connector or any third-party and which may at any time be suffered or incurred by, or be assessed against, Humley, directly or indirectly, as a result of (i) your violation of the Agreement or the contractual relationship; (ii) errors, mistakes, or inaccuracies of the information available on or through the Humley Platform; (iii) unauthorized access to or use of Humley’s servers and/or any and all personal information stored therein, and/or any interruption or cessation of transmission to or from Humley’s servers, and/or any bugs, viruses, trojan horses, or the like, which may be transmitted by you to or through the Humley Platform; (iv) any failure or delay in the execution of any transactions through the Humley Platform; or (v) any dispute, conflict or disagreement with any End User and/or Connector in connection with the Humley Platform or information.

16. Force Majeure

16.1 Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from any circumstance not within a Party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, imposition of sanctions, any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident; industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party); non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this clause); or interruption or failure of utility service.

16.2 The time of performance of such obligations shall be extended accordingly. If an event of force majeure occurs and its effect continues for a period of 180 days, either Party may give to the other a notice of termination, which shall take effect 28 days after the giving of the notice. If, at the end of the 28-day period, the effect of the force majeure continues, the Agreement shall stand terminate.

17. Term and Termination

17.1 The Agreement shall come into effect on the Effective Date and shall continue continue for 30 days (“Initial Term”) and shall stay in force until your permanently close your account and all due payments have been received by Humley.

17.2 On completion of the Initial Term, you may terminate the agreement on 30 days’ notice to be provided in writing or via the My Account.

17.3 We may terminate the Agreement immediately at any time if (i) you fail to pay any amount due to us or any other person when it falls due; or (ii) you commit a breach of the Agreement which we in our sole discretion judge to be irreparable or you fail to remedy a breach within seven (7) days of notice of the breach; or (iii) you are subject to any corporate action or step taken towards bankruptcy, winding up, liquidation, dissolution, administration, receivership, composition with any creditor or analogous event or circumstance; or (iv) if there is a change in your ownership; or (v) we are otherwise entitled to do so under the Agreement.

17.4 Upon termination of the Agreement for any reason:

(a) We shall cease providing the Humley Services, you shall cease to have any access to the Humley Platform and Account, and the right to use any of the Humley Services and all rights, licenses or other permissions granted under the Agreement shall be immediately revoked.

(b) Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination shall not be affected or prejudiced.

(c) Each Party shall return or destroy any Confidential Information of the other Party in its possession and shall provide, if requested, certification of destruction.

(d) All provisions of the Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

18. Order of Precedence

18.1 In the event of any conflict or inconsistency between any provision of the Humley Terms and any Order Form, the provisions of the Order Form shall prevail.

18.2 In the event of any conflict or inconsistency between the provision of two Order Forms, the provisions of the Order Form which is latest in time (based on the date of the relevant Order Forms) shall prevail.

19. Miscellaneous

19.1 Governing Law and Jurisdiction: The Agreement and any access to or use of the Humley Platform are governed by the laws of England and Wales. The Parties shall seek to resolve any dispute which may arise pertaining to the existence, implementation or interpretation of the Agreement (“Dispute”) by amicable discussions for a period of 30 Business Days (or such other period as they may agree in writing). If the relevant Dispute has not been resolved at the end of such period, it shall be referred to the Courts of England and Wales.

19.2 Amendments: You agree that Humley may amend the Agreement from time to time, and in Humley’s sole discretion. You agree and undertake to review the Humley Terms each time you visit the Humley Platform and/or prior to your use of any Humley Services. Although we will use our best endeavours to notify you of any amendment to the Agreement through a dedicated link available at the Humley Platform, we will not be required to provide you with prior notification of such amendments or changes to the Agreement and your continued use of the Humley Platform or Humley Services shall constitute your acceptance of such amendments or changes to the Agreement.

19.3 Severability: If any part of the Agreement is held invalid or unenforceable, that part of the Agreement will be construed to reflect the Parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Humley to enforce any provision of the Agreement will not be considered a waiver of our right to enforce such provision. Humley’s rights under the Agreement will survive any termination of the Agreement.

19.4 Assignability: Humley may assign or delegate its rights or obligations under the Agreement, in whole or in part, to any person or entity at any time with or without your consent. You shall not assign or delegate any of their rights or obligations under the Agreement without our prior written consent, and any unauthorized assignment and delegation by you shall be considered as null and void.

19.5 Notices to the Customer: Reports, statements, notices and any other communications may be transmitted by Humley to you via the email address provided to Humley. All communications and notices shall be deemed to be duly served by Humley to you when electronically sent by Humley to you to the email address provided by you.

19.6 Notices to Humley: All notices and any other communications may be transmitted to Humley (and shall be deemed to be received by or served on Humley) when electronically received by Humley at

19.7 Headings: The headings and captions in the Agreement are for convenience only and in no way define or describe the scope or content of any provision of the Agreement.

19.8 Gender Neutral: Wherever used herein and required by the context, the singular number shall include the plural, the plural shall include the singular number, and the use of either gender shall include both genders and the words “hereof” and “herein” and “hereafter” shall refer to the entire Agreement and not to any provision or section.

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