Samson Terms of Service

This document ('Terms') governs your access to and use of Samson, a cloud-based peer-to-peer software service operated from www.samsonsystems.com ('Site') which facilitates the qualification, evaluation, monitoring and assessment of suppliers ('Samson').

1. About us

Samson is owned and operated by Liaison Systems Limited ('Liaison Systems'/'we' or 'our'), a company incorporated in England under company registration number: 06373241 and having its registered office address at Office C Maple Barn, Beeches Farm Road, Uckfield, East Sussex, TN22 5QD. Our principal trading address is at: Wayside, Park Lane, Long Hanborough, Oxfordshire OX29 8JU. Our VAT registration number is: 922 7948 94.

2. Acceptance of Terms

By registering your organisation as a user of Samson, you accept these Terms on its behalf.
If a Principal End User (defined below) has entered into a licence agreement with Liaison Systems these Terms shall only apply as between Liaison Systems and the Principal End User to the extent that they do not conflict with the licence agreement.

3. Interpretation

In this document:

definitions in one part apply in all parts;
use in the singular of a term defined in the plural means any one of the persons, places or things defined;
section headings have no effect on interpretation;
a reference to one gender includes a reference to the other gender and the neuter;
a reference to a 'Condition' is to a condition set out in the relevant Part of these Terms;
a reference to a 'person' or 'persons' includes a corporation or corporations; and
a reference to 'you' or 'your' except in condition 2 is a reference to the Subscriber.

4. Licence

Categories of Subscriber. Subscribers to Samson ('Subscribers') are purchasers ('Principal End Users') or suppliers ('Suppliers') of goods and/or services.
Principal End Users. Subject to compliance with these Terms, Principal End Users may use Samson in that capacity via our Site on a non-exclusive, non-transferrable basis, solely for their ordinary business purposes.
Suppliers. Subject to compliance with these Terms, Suppliers may use Samson via our Site on a non-exclusive, non-transferable basis, solely for their ordinary business purposes.
For the avoidance of doubt, no Subscriber shall be entitled to receive a copy of the Samson software in source code or executable format.

5. Service

Scope of Service. Samson facilitates the qualification, evaluation, monitoring and assessment of suppliers through the provision of configurable questionnaires and information sharing facilities. Samson does not provide actual assessment of the information submitted to the system and all such assessments remain the responsibility of the Principal End User. Suppliers acknowledge that Liaison Systems may share any information and documents they upload to Samson with authorised Principal End Users.
Disclaimer. SAMSON IS PROVIDED 'AS IS' TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, LIAISON SYSTEMS PROVIDES NO WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMIT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AVAILABILITY OR NONINFRINGEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. LIAISON SYSTEMS MAKES NO REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH SAMSON.
Modifications to Samson. Liaison Systems are free to update (or redevelop) Samson from time to time to add to or expand the functionality of the software or otherwise create efficiencies or advances in the operation of Samson.
Support. Principal End Users will, at their own expense, respond to questions and complaints from their specific supply chains or third parties relating to use of Samson. Whilst Liaison Systems are likely to assist with technical support issues which are raised from time to time, support is provided at our discretion. Principal End Users must use reasonable efforts to resolve support issues before escalating them to Liaison Systems. For audit purposes, all communications regarding support of Samson must be via support@samsonsystems.com.
Technical requirements. Because Samson uses browser technology (e.g. Explorer, Safari, Google Chrome etc.) you need to ensure that you have the latest version of your preferred browser loaded.

6. Acceptable Use and Account Security

Things you must not do. You must not, and must not attempt to, access or use Samson to do the following things:

probe, scan, or test the vulnerability of our system or network;
build a product or service which competes with Samson or assist others to do so;
commercially exploit Samson or otherwise make Samson available to any third party external to your organisation;
breach or otherwise circumvent any security or authentication measures;
access, tamper with, or use non-public areas or shared areas within Samson or Liaison Systems' (or our service providers') computer systems;
access or copy source code for Samson;
interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of Samson;
plant malware or otherwise use Samson to distribute malware;
access or search Samson by any means other than our publicly supported interfaces (for example, "scraping");
send unsolicited communications, promotions or advertisements, or spam;
harass or abuse other users of Samson;
send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
upload or add any document or information that is fraudulent, misleading, or infringes another's rights;
promote or advertise products or services other than your own without appropriate authorisation;
impersonate or misrepresent your affiliation with any person or entity;
publish or share materials that are pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred; or
violate the law in any way, or violate the privacy of others or defame others.

We are under no duty to monitor content which is uploaded to Samson. If you have a concern about unacceptable use, please make us aware of the matter by sending an email to: support@samsonsystems.com. We may, at our discretion and without prejudice to our other rights and remedies, take down any material from the Site which we consider to be in breach of Condition 3a. We may also quarantine or prevent the uploading of files which our systems identify as being possible sources of malware.
Account Security. Subscribers are responsible for any activity of their representatives using the Subscriber's account, whether or not they authorised that activity. Subscribers should immediately notify Liaison Systems via Samson Support (support@samsonsystems.com) of any unauthorised use of an account.
Subscribers can change or update user access details at any time. This should be done immediately if the person responsible for managing the Subscriber's Samson account has left the company or responsibility has been handed over to someone else.

7. Suspension

Of Subscribers' Accounts by Liaison Systems. If a Subscriber (or any person(s) gaining access through the Subscriber): (i) violates these Terms; (ii) uses Samson in a manner resulting in excessive support requests; or (iii) uses Samson in a manner that Liaison Systems reasonably believes will cause it liability, then Liaison Systems may suspend the Subscriber's account.
Security Emergencies. Notwithstanding anything in these Terms, if there is a Security Emergency then Liaison Systems may automatically suspend use of Samson. Liaison Systems will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. 'Security Emergency' means: (i) uses of Samson that do or could disrupt Samson, other Subscribers' use of Samson, or the infrastructure used to provide Samson; and (ii) unauthorised third party access to Samson.

8. Intellectual Property Rights

Intellectual Property Rights. 'Intellectual Property Rights' means current and future patent, copyright, trade secret, trademark, database, design and moral rights, and other similar rights subsisting in any part of the world.
Our rights. Subscribers acknowledge that all intellectual property rights in Samson are the property of Liaison Systems or our licensors. Your agreement with us does not grant Subscribers: (i) any rights in relation to the Intellectual Property Rights in Samson; or (ii) any rights to use the Liaison Systems or Samson trademarks, logos, domain names, or other brand features without the written permission of Liaison Systems.
YOUR RIGHTS. USE AND REPRODUCTION OF DOCUMENTS AND FILES OBTAINED THROUGH SAMSON IS AT THE USER'S RISK AND LIAISON SYSTEMS PROVIDE NO WARRANTY IN RELATION TO ANY SUCH MATERIAL.
Uploaded material. By making information available via Samson, Suppliers warrant to Liaison Systems and Principal End Users that it is accurate and not misleading and that they are entitled to share that information and to grant the permissions referred to in Condition 7e.
Limited Permission. You grant Liaison Systems, and its subcontractors, all of the permissions we require in relation to your Intellectual Property Rights to meet our obligations and exercise our rights under our agreement with you. This permission extends to visible product features, such as document previews and invisible product features, such as arrangements for backing up data. If you are a Supplier, you also give all Principal End Users who you authorise to view your documents and information all of the permissions they require in relation to your Intellectual Property Rights to use and copy such documents and information for the purpose of evaluating your application to become a supplier.
Suggestions. We appreciate it when Subscribers send us feedback. We may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions Subscribers send Liaison Systems or post in Liaison Systems forums without any obligation to the Subscriber.
User List. Liaison Systems may include Subscribers' names in a list of Liaison Systems subscribers on the Liaison Systems website.

9. Compatibility

No warranty is given that Samson is compatible with all file types or softwares.

10. Fees & Payment

A Principal End User may enter into a separate licence agreement with Liaison Systems which authorises it to grant access to Samson to its chosen Suppliers without cost to the Suppliers. In these circumstances, the Principal End User will be liable for the charges set out in the licence agreement and use of Samson by the Suppliers to share information with the Principal End User will be free of charge until access is revoked by the Principal End User or Liaison Systems. In the absence of a separate licence agreement, use of Samson by Principal End Users will be free of charge although we reserve the right to impose charges on giving not less than three months' notice in writing. If a Supplier has not been provided with an access key by a Principal End User or wishes to use Samson with other Principal End Users, charges will be payable by the Supplier as notified to the Supplier.
Fees. Subscribers will pay, and authorise Liaison Systems to charge via Worldpay, for all applicable fees. Fees are non-refundable except as required by law or as set out in Conditions 10b. Subscribers are responsible for providing complete and accurate billing and contact information to Liaison Systems. Liaison Systems may suspend or terminate the service if a Subscriber does not pay an amount by the due date or if the Subscriber raises a chargeback to Worldpay without prior authorisation by Liaison Systems via support@samsonsystems.com.
Renewals. At the end of each subscription period, Suppliers will receive notification via the email address associated with their account that their subscription is about to expire. If the Supplier does not wish to continue with the subscription for the next subscription period then they do not need to do anything. A final auto reminder notice will be issued 30 days after the expiry date.
Taxes. Suppliers are responsible for all taxes. Liaison Systems will charge VAT on payments when required to do so. If a Supplier is required by law to withhold any taxes, it must provide Liaison Systems with an official tax receipt or other appropriate documentation via support@samsonsystems.com.

11. Term & Termination

Term. Your agreement with us will remain in effect until:
1. in the case of a Supplier, the Supplier's subscription to Samson expires or terminates;
2. in the case of a Principal End User, until the Principal End User closes their account; or
3. in either case, the Subscriber's access is terminated.
Expiry or termination of your contract with us, howsoever arising, shall be without prejudice to the continued enforceability of: (1) warranties and indemnities granted to us; (2) disclaimers and restrictions on our liability or on the liability of our officers, employees, consultants, licensors or sub-contractors; (3) our obligations (and your licences to us) in relation to your documents and information until such time as these are permanently deleted by us; (4) the choice of law and jurisdiction clause in these Terms; and (5) any other provisions of these Terms which are intended to be enforceable by us after expiry or termination of your contract with us.
Termination for Convenience. We may terminate our agreement with any Subscriber for our convenience on giving not less than three months' notice. When exercising this right in relation to a Supplier, we will refund a pro-rated amount of any fees paid in advance which relate to the unused portion of the Subscriber's subscription within 30 days of termination.
Termination for Breach. We may terminate your agreement with us in any of the circumstances which would entitle us to suspend your account (see Condition 6a.) or if: (i) you are in breach of your agreement with us, or (ii) you cease business operations or enter into any insolvency procedure (including without limit administration, liquidation, receivership or a company voluntary arrangement).
Subscriber Termination. Subscribers may terminate their agreement with Liaison Systems at any time by serving a notice of termination on us at: support@samsonsystems.com. No part of any fees paid in advance by a Supplier will be refunded in these circumstances.
Effects of Termination. If your agreement with us is terminated, the rights granted by Liaison Systems to you will cease immediately.
Termination of your agreement with us shall be without prejudice to the accrued rights and liabilities of the parties.

12. INDEMNITY

YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS LIAISON SYSTEMS FROM AND AGAINST ALL LIABILITIES, DAMAGES, AND COSTS (INCLUDING SETTLEMENT COSTS AND LEGAL FEES) ARISING OUT OF ANY THIRD PARTY CLAIM RELATING TO: (I) THE MISUSE OR ALLEGED MISUSE OF CONFIDENTIAL INFORMATION OR DATA OR THE INFRINGEMENT OR ALLEGED INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS ARISING FROM YOUR USE OF SAMSON (OR THE USE OF SAMSON BY ANY PERSON GAINING ACCESS THROUGH YOU); OR (II) YOUR USE (OR THE USE BY ANYONE GAINING ACCESS THROUGH YOU) OF SAMSON IN VIOLATION OF THESE TERMS.

13. LIMITATION OF LIABILITY

GENERAL. IN ANY PARTICULAR CIRCUMSTANCES, WE MAY RELY UPON ANY ONE OR MORE OF THE RESTRICTIONS ON OUR LIABILITY SET OUT IN THESE TERMS (WHETHER IN THIS CONDITION 12 OR OTHERWISE). EACH OF THE RESTRICTIONS APPLIES TO ALL CATEGORIES OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE PROVIDED THAT NOTHING IN THESE TERMS IS INTENDED TO RESTRICT ANY LIABIITY WHICH CANNOT BE RESTRICTED UNDER THE GOVERNING LAW.
LIMITATION ON INDIRECT LIABILITY. LIAISON SYSTEMS SHALL NOT BE LIABLE FOR LOST REVENUES, PROFITS OR GOODWILL OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF OTHER CATEGORIES OF DAMAGES DO NOT PROVIDE A SATISFACTORY A REMEDY.
LIMITATION ON AMOUNT OF LIABILITY. LIAISON SYSTEMS' AGGREGATE LIABILITY TO A SUBSCRIBER IN RELATION TO THE SUBSCRIBER'S USE OF SAMSON WILL NOT EXCEED £1.00 WHERE THE SUBSCRIBER IS ACCESSING SAMSON AT NO COST AND IN OTHER CASES, LIAISON SYSTEMS' AGGREGATE LIABILITY TO A SUBSCRIBER IN RELATION TO ALL CLAIMS ARISING DURING EACH SUBSCRIPTION PERIOD SHALL BE EQUAL TO THE LESSER OF Â£500 OR THE AMOUNT PAID OR PAYABLE BY THE SUBSCRIBER TO LIAISON SYSTEMS IN RELATION TO THAT SUBSCRIPTION PERIOD.
LIMITATION REGARDING LEGAL COMPLIANCE. LIAISON SYSTEMS ARE NOT LEGAL ADVISERS. ALL SUBSCRIBERS REMAIN SOLELY RESPONSIBLE FOR THEIR COMPLIANCE WITH ALL LAWS, REGULATORY STANDARDS AND CODES OF CONDUCT, INCLUDING WITHOUT LIMIT IN RELATION TO HEALTH AND SAFETY.
LIMITATION REGARDING SUPPLIERS. THE INFORMATION UPLOADED BY SUPPLIERS AND THEIR FINANCIAL STANDING IS NOT VETTED BY LIAISON SYSTEMS. LIAISON SYSTEMS HAVE NO LIABILITY TO PRINCIPAL END USERS FOR ANY LOSSES, COSTS OR EXPENSES ARISING FROM A PRINCIPAL END USERâ€™S DECISION TO ENGAGE A SUPPLIER.
BANK ACCOUNT INFORMATION. WITHOUT PREJUDICE TO THE GENERALITY OF CONDITION 12e, LIAISON SYSTEMS DOES NOT VERIFY SUPPLIER BANK ACCOUNT INFORMATION AND IS DEPENDENT UPON SUPPLIERS TO PROVIDE ANY NEW BANK ACCOUNT INFORMATION. WE RECOMMEND THAT PRINCIPAL END USERS UNDERTAKE ALL USUAL ANTI-FRAUD CHECKS BEFORE COMMENCING TO SEND PAYMENTS USING BANK ACCOUNT INFORMATION ACCESSED THROUGH SAMSON.
OFFICERS, EMPLOYEES, LICENSORS AND SUB-CONTRACTORS. YOU AGREE THAT YOU SHALL NOT COMMENCE ANY FORM OF LEGAL PROCEEDINGS DIRECTLY AGAINST ANY DIRECTOR, EMPLOYEE, CONSULTANT, LICENSOR OR SUBCONTRACTOR OF LIAISON SYSTEMS.
LOSS OR CORRUPTION OF DATA. LIAISON SYSTEMS ACCEPTS NO LIABILITY FOR THE LOSS OR CORRUPTION OF DATA.
MALWARE. WHILST WE TAKE GREAT CARE TO ENSURE THAT VIRUSES AND OTHER MALWARE IS NOT DISTRIBUTED THROUGH SAMSON, USE OF OUR SERVICE IS AT SUBSCRIBERS' OWN RISK AND NO LIABILITY IS ACCEPTED FOR LOSSES, COSTS OR EXPENSES CAUSED BY MALWARE DOWNLOADED FROM OUR SITE.
THIRD-PARTY SITES. SAMSON MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES OR RESOURCES. LIAISON SYSTEMS DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR THEIR AVAILABILITY, ACCURACY, PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF ANY SUCH WEBSITES OR RESOURCES.
BY ACCEPTING THESE TERMS, YOU AGREE THAT THE RESTRICTIONS OF LIABILITY SET OUT ABOVE ARE REASONABLE.

14. Information

Definitions. In this section of the Terms:

'Controller' has the meaning given to that term in the UK GDPR.

'EEA' means the European Economic Area.

'EU' means the European Union.

'EU Standard Contractual Clauses' means the controller to controller contractual clauses set out in the Annex to European Commission decision 2004/915/EC (Set II) excluding the optional commercial clauses.

'GDPR' means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

'Personal Data' has the meaning given to that term in the GDPR and the UK GDPR.

'Shared Information' means information provided by a Supplier to a Principal End User in response to questionnaires and otherwise through Samson.

'UK GDPR' means the GDPR as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018.
Confidentiality. A Principal End User agrees to only access Shared Information for the purposes of its relevant procurement activity and for its administrative and record-keeping purposes and save as required for the aforementioned purposes to keep this information confidential to the extent that it is not in and does not come into (through no fault on the part of the Principal End User) the public domain.
Our status. Liaison Systems acts as Controller in relation to all Personal Data we process in connection with the supply of Samson. We process such Personal Data in accordance with our published Privacy Notice.
Subscriber's Warranty. The Subscriber warrants that all Personal Data it shares with Liaison Systems was lawfully collected and shared and may be used by Liaison Systems in accordance with these Terms and its Privacy Notice. The Subscriber indemnifies Liaison Systems in relation to any cost, charge, damages, expense or loss which it causes to Liaison Systems as a result of the breach by it of this condition 14d.

Transfers of Personal Data from the UK to a territory outside of the EEA
A Principal End User may access Personal Data contained in Shared Information of a Supplier from a country outside of the EEA in relation to which no finding of adequacy has been adopted within the meaning of the UK GDPR ('Third Countries'). All such Principal End Users ('Importing Subscribers') agree to handle such Personal Data in accordance with the EU Standard Contractual Clauses which are incorporated into these Terms by reference in relation to transfers of Personal Data to Third Countries using Samson ('International Transfers by Liaison Systems').
For the purposes of International Transfers by Liaison Systems under the EU Standard Contractual Clauses:
1. Importing Subscribers agrees to process the Personal Data in accordance with the laws of the United Kingdom as the place where Liaison Systems is established;
2. the data subjects affected by an International Transfer by Liaison Systems will be the workers (employed or self-employed) of a Subscriber;
3. the purpose of the transfer will be to enable the Importing Subscriber to manage its supply chain using Samson;
4. the categories of Personal Data affected will be identifiers such as name, organisation and national insurance number, and career information including details of qualifications and employment history;
5. the recipients of the Personal Data will be any persons internal or external to the Importing Subscriber's organisation who reasonably need to have access to the Personal Data for the purpose set out above or where this is required by law;
6. International Transfers by Liaison Systems will not involve the transfer of any special categories of Personal Data or any Personal Data relating to criminal offences or convictions;
7. the United Kingdom data protection registration number of Liaison Systems is ZA049710; and
8. Liasons Systems' contact point for data protection enquiries is Mike Keane (m.keane@liaisonsystems.com). The Importing Subscriber's contact point for data protection enquiries will be its account administrator unless otherwise specified.
The Importing Subscriber shall indemnify Liaison Systems and hold Liaison Systems harmless from any cost, charge, damages, expense or loss which it causes to Liaison Systems as a result of the breach by it of the EU Standard Contractual Clauses.

Transfers of Personal Data from the EU to the UK
If at any time the transfer of Personal Data from the EU to the United Kingdom is considered a transfer to a third country under the GDPR and an adequacy decision within the meaning of the GDPR has not been adopted in relation to the laws of the United Kingdom by the European Commission, Liaison Systems agrees to handle any Personal Data which is transferred to it from the EU by a Subscriber (Exporting Subscriber) in accordance with the EU Standard Contractual Clauses which shall be incorporated into these Terms by reference in relation to such transfers of Personal Data from the EU to the UK using Samson (International Transfers to Liaison Systems).
For the purposes of International Transfers to Liaison Systems under the EU Standard Contractual Clauses:
1. Liaison Systems agrees to process the Personal Data in accordance with the data protection principles set forth in Annex A of the EU Standard Contractual Clauses;
2. the data subjects affected by an International Transfer to Liaison Systems will be the workers (employed or self-employed) of the Exporting Subscriber;
3. the purpose of the transfer will be the purposes for which Liaison Systems processes Personal Data provided by Subscribers as set out in our published Privacy Notice;
4. the categories of Personal Data affected will be identifiers such as name, organisation and national insurance number, and career information including details of qualifications and employment history;
5. the recipients of the Personal Data will be the recipients identified in our published Privacy Notice;
6. International Transfers to Liaison Systems will not involve the transfer of any special categories of Personal Data or any Personal Data relating to criminal offences or convictions;
7. the data protection registration number of the Exporting Subscriber will be as specified in the Exporting Subscriber's account; and
8. Liasons Systems' contact point for data protection enquiries is Mike Keane (m.keane@liaisonsystems.com). The Exporting Subscriber's contact point for data protection enquiries will be the Exporting Subscriber's account administrator unless otherwise specified.
The Exporting Subscriber shall indemnify Liaison Systems and hold Liaison Systems harmless from any cost, charge, damages, expense or loss which it causes to Liaison Systems as a result of the breach by it of the EU Standard Contractual Clauses.
No amendment of the EU Standard Contractual Clauses. Nothing in these Terms shall be deemed to amend the provisions of the EU Standard Contractual Clauses where they apply.
Deletion of Account Data
Liaison Systems will delete a Subscriber account at any time upon request save that this shall not apply to information which is required to be maintained by Liaison Systems for legal compliance, billing or other record-keeping purposes. Where a Subscriber requests the deletion of their account, the Subscriber shall not be entitled to receive a refund in relation to the unexpired period of its subscription.
The accounts of all Subscribers are independent and the deletion of the account of a Principal End User will not result in the deletion of the accounts of its Suppliers.
Where a Subscriber's subscription period expires by effluxion of time or the Subscriber's access is otherwise terminated:
1. if the Subscriber is a Principal End User, the Subscriber will cease to have access to its account and any Suppliers accessing Samson under an access code provided by the Principal End User will cease to have access to their accounts;
2. if the Subscriber is a Supplier, it will cease to have editing permissions but will continue to have access to its account until it is deleted (unless access was terminated due to the Supplier's fault);
3. the Subscriber's Shared Information (if any) will cease to be shared with other Subscribers after 90 days (unless access was terminated due to the Supplier's fault); and
4. the Subscriber's account will be deleted after a maximum of 12 months (sooner at the option of Liaison Systems).

15. Miscellaneous

Modification of Terms. Liaison Systems may revise these Terms from time to time and the most current version will always be posted on the Samson website. If a revision is determined by Liaison Systems, in its sole discretion, to be material, Liaison Systems will notify you using the email address associated with your account. Other revisions will be posted on our Site and you are responsible for checking such postings regularly. By continuing to access or use Samson one month after revisions are uploaded to our Site, you agree to be bound by the revised Terms. If you are a paying Subscriber and do not agree to the revised Terms, you must notify us in writing at support@samsonsystems.com. In these circumstances, the previous Terms will continue to apply until the renewal of your service.
Entire Agreement. These Terms, together with our applicable price list, constitute the entire agreement between you and Liaison Systems relating to your access to Samson and supersedes and replaces any prior or contemporaneous understandings and agreements.
Governing Law. The agreement and our services will be governed by English law (excluding the rules relating to conflicts of law). All claims arising out of or relating to your agreement with us shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Severability. If a court of competent jurisdiction finds any of the provisions of these Terms to be unenforceable, the provisions affected will be modified to reflect the parties' intention to the minimum extent necessary to make them enforceable and the remaining provisions of the Agreement will remain in full force and effect.
Notice. Notices must be sent via first class pre-paid or registered post, airmail, or courier and are deemed given when received. Notices to you may also be sent to the email address associated with your account, and are deemed given when successfully transmitted. Hard copy notices to Liaison Systems must be sent to Liaison Systems Limited, Office C Maple Barn, Beeches Farm Road, Uckfield, East Sussex, TN22 5QD.
Waiver. A waiver of any default is not a waiver of any subsequent default.
Assignment. You may not assign or transfer (in whole or in part) the benefit of your agreement with us, except with the written consent of Liaison Systems. Liaison Systems may assign the benefit of your agreement with us.
No Agency. Liaison Systems and the Subscriber are not legal partners or agents, but are independent contractors.
Force Majeure. Liaison Systems shall not be liable for inadequate performance to the extent caused by a condition that was beyond Liaison Systems' reasonable control (including without limit natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
No Third-Party Beneficiaries. No part of your agreement with us is intended to be enforceable by any third party, save that with our permission persons referred to in Condition 7d, 7e and 12g may rely upon those Conditions and data subjects may rely upon the terms of the EU Standard Contractual Clauses as incorporated into these Terms. Without prejudice to the rights of data subjects as aforesaid, nothing in these Terms shall require the consent of any third party to be obtained to the variation or release of our agreement with you (even if this extinguishes or modifies the potential rights of that third party).
Export Restrictions. The export and re-export of data via Samson may be controlled by the United Kingdom Export Administration Regulations (https://www.gov.uk/overview-of-export-control-legislation). Samson may not be used in any country that is subject to a restriction by the United Kingdom and Subscribers must ensure that they do not use Samson in violation of any export restriction or embargo by the United Kingdom.