TERMS OF MAINTENANCE, SUPPORT AND AUTO-RENEWAL

These terms and conditions shall govern the provision by The Foundry Visionmongers Ltd. (“Foundry”) of, and your entitlement to receive and use, maintenance and support services purchased by you for certain of Foundry’s software products and services (this “Maintenance and Support Agreement”).

Your attention is particularly drawn to: (a) Clause 2.12 regarding the data we may collect and how we may use it; (b) Clause 5 in which certain customers agree to the auto-renewal of this Maintenance and Support Agreement on an annual basis, subject to your right to opt out prior to the date of auto-renewal; (c) Clause 5.2 regarding the cessation of Maintenance and Support where it has lapsed for perpetual licenses; and (d) Clause 6 where we limit our liability to those receiving our Maintenance and Support services.

Whenever you place an order for Maintenance and Support with Foundry (whether by phone, email, via Foundry’s website or otherwise) you are bound by the version of the Maintenance and Support Agreement in effect and published on https://www.foundry.com/maintenance-and-support on the date you place that order.  Foundry may revise the terms of the Maintenance and Support Agreement from time to time so please review the terms prior to each order.  If you do not accept and agree to be bound by this Maintenance and Support Agreement, then you will not be entitled to receive or access the applicable Maintenance and Support from Foundry.

1. DEFINITIONS

For the purposes of this Maintenance and Support Agreement:

“Commercially Reasonable Efforts” means the same degree of priority and diligence with which Foundry meets the support needs of its other similar customers;

“Customer” means you as a legal entity or natural person who has purchased and holds a current License to use a Foundry Product;

"Current Versions" has the meaning given in Clause 2.7;

“Customer Classification” has the meaning given in Clause 2.1;

“Educational License” means a License that has been purchased by an educational institution in accordance with Foundry’s eligibility criteria as published on its website and amended from time to time (at https://www.foundry.com/education/students), and as further described in the End User License Agreement;

“End User License Agreement” means the end user license agreement between a Customer and Foundry governing Foundry’s licensing and a Customer's use of Foundry Products, available at https://www.foundry.com/eula and as updated from time to time;

“Foundry Product” means a software product or plugin licensed by Foundry to a Customer together with any Updates provided in accordance with this Maintenance and Support Agreement;

“Graduate License” means a License that has been purchased by a graduate in accordance with Foundry’s eligibility criteria as published on its website and amended from time to time (at https://www.foundry.com/education/students), and as further described in the End User License Agreement;

“License” means a valid license for a Foundry Product that has been purchased by a Customer;

“Maintenance and Support” means the maintenance and support services provided or made available by Foundry as set out in Clause 2.2;

“Maintenance and Support Fees” means the price paid by a Customer to Foundry for Maintenance and Support;

“Renewal Date” has the meaning given in Clause 5.1.2;  

"Renewal Support Period" has the meaning given in Clause 5.1.2;

“Rental License” means a License that has been purchased by a Customer on a rental basis, as further described in the End User License Agreement;

“Student License” means a License (whether purchased or provided free of charge) issued to a student in accordance with Foundry’s eligibility criteria as published on its website and amended from time to time (at https://www.foundry.com/education/students), and as further described in the End User License Agreement;

“Subscription License” means a License that has been purchased on a subscription basis, as further described in the End User License Agreement;

“Supported Licenses” those Licenses for which a Customer is entitled to receive Maintenance and Support, being either a: (i) perpetual License in a Renewal Support Period; or (ii) current Rental or Subscription License;

“Term” (i) in respect of a Subscription License or a Rental License, has the meaning given in Clause 5.8; and (ii) in respect of all other Licenses, means any and all Renewal Support Period(s); and

“Updates” has the meaning given in Clause 2.7;

2. MAINTENANCE AND SUPPORT TERMS & SUPPORT ENTITLEMENTS

2.1            Customer Classifications 

Each Customer shall be categorised into one of four Customer Classifications depending on the type of License they have purchased and whether or not they have renewed Maintenance and Support as follows:

2.2        Entitlement to Receive Maintenance and Support  

In accordance with, and subject to, the terms of this Maintenance and Support Agreement during the Term, a Customer shall be entitled to access, and Foundry shall provide, different levels and/or types of Maintenance and Support for Customer’s Supported Licenses depending on the Customer’s Customer Classification as follows (where a “✓” indicates available access):

* for a period of thirty (30) days following initial License purchase.

2.3        Acceptance  

The Customer acknowledges and agrees that if it purchases, requests, accepts, or makes use of any of the Maintenance and Support services offered by Foundry, it will be bound by this Maintenance and Support Agreement, and any associated, additional or modified Foundry policies or materials, as may be issued by Foundry from time to time, and such terms shall form a part of and will be incorporated by reference into this Maintenance and Support Agreement.

2.4            Changes 

Foundry reserves the right at its discretion to change or add any maintenance and support entitlements or benefits to any Maintenance and Support from time to time, without prior notification to the Customer. FOUNDRY DOES NOT GUARANTEE THAT IT WILL MAKE AVAILABLE, AND THE CUSTOMER ACKNOWLEDGES THAT IT MAY NOT RECEIVE, ANY PARTICULAR BENEFIT DURING THE TERM OF THEIR MAINTENANCE AND SUPPORT.

2.5            Restrictions  

The Customer may not share, distribute, rent, loan, sell, sublicense or otherwise transfer or market any Maintenance and Support to or with any other person or entity without Foundry’s prior written consent. Maintenance and Support entitlements may only be accessed and/or used by Foundry’s authorized Customers (in accordance with Clauses 2.1 and 2.2), and may not be shared with any third party.

2.6           Customer’s obligations.

2.6.1       

The Customer shall notify Foundry of an email address for the provision of any correspondence in connection with this Maintenance and Support Agreement and shall notify Foundry via licenses@foundry.com of any change(s) to that email address. Please note, the email address the Customer provides is important for the provision of information and notices to the Customer, including in relation to the auto-renewal of the Customer's Maintenance and Support Agreement. It is the Customer's responsibility to provide and maintain an up to date email address. Foundry shall store details of and may use the email address to notify the Customer in accordance with the terms of this Maintenance and Support Agreement. 

Any legal notices from the Customer to Foundry should be sent via postal mail or international delivery to The Foundry Visionmongers Ltd, 5 Golden Square, London, W1F 9HT, addressed to The General Counsel. These notices will be effective upon receipt by Foundry. Additionally, a copy of the notice should be emailed to Foundry at legal@foundry.com. Unless otherwise agreed in writing, any notices from Foundry to the Customer will be provided either (a) by email to the registered email address associated with the Customer’s account, or (b) in any other reasonable manner that involves specific notification to the Customer. Notices from Foundry to the Customer will be effective (i) one day after being sent by email, and (ii) five days after being posted or sent by international delivery service. The Customer agrees that service of process may be effected on the Customer by registered mail sent to the last known address on record with Foundry, if permitted by applicable law.

2.6.2        

If the Customer is a business, it will notify Foundry of the names of up to two employees who shall then become the technical representatives of the Customer for the purposes of receiving Maintenance and Support in accordance with this Maintenance and Support Agreement (“Customer Representatives”). For those Customers holding an Educational License, only faculty members of the relevant educational institution shall be eligible to be act as Customer Representatives.

2.6.3        

The Customer shall co-operate with Foundry in requesting Maintenance and Support and shall provide any assistance or information as may reasonably be required by Foundry, including in relation to the diagnosis of any faults.

2.6.4       The Customer shall submit all requests for support: (a) via its Customer Representatives; (b) together with adequate, complete and accurate information, including, but not limited to: (i) steps to reproduce the issue, and (ii) sample scripts so that the support team can reproduce the issue; and (c) otherwise in accordance with this Maintenance and Support Agreement. Foundry reserves the right to reject, and shall have no obligations under Clause 3.2 in respect of, support requests where it reasonably determines that such requests do not meet any of the requirements of this Maintenance and Support Agreement.

2.6.5       The Customer acknowledges that it is exclusively responsible for: (a) reviewing any new Updates; (b) ensuring that its staff are trained in the proper use and operation of Foundry’s Products; (c) making regular backup copies of its data to ensure recovery of its data if any of Foundry’s Products malfunction; and (d) the selection, use of and results obtained from any other programs, equipment, materials or services used in conjunction with Foundry Products.

2.7        Updates 

Foundry may from time to time and in its sole discretion issue updates or upgrades to a product’s existing version, comprising bug fixes and/or feature enhancements (“Updates”). Subject to this Clause 2.7, Maintenance and Support will only apply to the latest product version commercially released by Foundry at the relevant time (“Current Version”) except in the case of Customers who fall within Customer Classification “A” for whom Maintenance and Support will apply to the latest product version and any prior versions released within the previous 18 (eighteen) months. Foundry will endeavour to provide news of Updates to the technical representatives of the Customer. If Foundry releases an Update and the Customer decides not to acquire and install such Update, Foundry shall not be obligated to correct errors or provide bug fixes in relation to any earlier releases or undertake any attempts to fix issue in such earlier releases, other than offering the Update to the Customer following the expiry of the then current support year.

2.8         Disclaimer 

FOUNDRY DOES NOT GUARANTEE, REPRESENT OR WARRANT SUPPORT RESULTS, SUPPORT RESPONSE TIMES, IDENTIFICATION OF ALL VIRUSES, OR THAT ALL ERRORS AND BUGS WILL BE CORRECTED.

2.9         Product discontinuation (End of Life) 

Foundry has the right to retire or discontinue the distribution and/or development of any Foundry Product (and any/all versions) and the respective support for that Foundry Product, including the distribution of older software versions, at any time in its sole discretion, as set out in the End User License Agreement. Unless otherwise provided, Foundry agrees not to discontinue the support for any Foundry Product during the then-current support year that may have been purchased by the Customer, subject to the termination provisions in the applicable End User License Agreement and/or the terms of this Maintenance and Support Agreement.

If Foundry discontinues the distribution and/or development and support for a particular Foundry Product, support services for any remaining Foundry Products shall not be adversely affected; provided however, that Foundry reserves the right to alter the Maintenance and Support services for any remaining Foundry Products, from time to time, using reasonable discretion but in no event shall such alterations to any remaining Foundry Products made during the then-current Term result in: (a) diminished support from the level of support set forth in this Maintenance and Support Agreement; (b) materially diminished obligations for Foundry; or (c) materially diminished rights of Customer. Foundry shall provide Customer with 30 days prior written notice of any material changes to the Maintenance and Support contemplated in this Agreement.

2.10         Usage 

It will be assumed that users of Foundry Products are generally familiar with the software and with the use of licensing tools and networking infrastructure. Foundry may restrict the use of its Maintenance and Support if the Customer repeatedly makes requests for information, which is contained in the relevant software documentation. Foundry is not responsible for advising on setting up a network to allow the Foundry Product to function.

2.11         Service exclusions 

Foundry does not provide on-site support services. Foundry does not provide support for and shall not be responsible for the operation of or any defects arising from third party software/gizmos/plug-ins unless otherwise stated on Foundry’s website. For details of out of scope services please see Clause 4.

2.12        Privacy 

The email address the Customer provides in accordance with Clause 2.6.1, any further contact details the Customer provides and any information the Customer provides to Foundry in connection with the Customer's access to and/or Foundry’s provision of Maintenance and Support shall together constitute “Information”. Foundry may use the Information to: (a) model the profiles of usage, hardware and operating systems in use collectively across its customer base in order to focus development and support; (b) to provide targeted support to individual Customers; (c) to ensure that the usage of Foundry Products by Customer is in accordance with their End User License Agreement(s) and does not exceed any user number or other limits on its use; and (d) to advise the Customer about service issues such as available upgrades and maintenance expiry dates.  To the extent that any Information constitutes personal data for the purposes of the General Data Protection Regulation (EU) 2016/679 (“EU GDPR”) and the version of the EU GDPR retained in UK domestic law as further defined in the Data Protection Act 2018 (“UK GDPR”), in each case, as amended, superseded or replaced from time to time (as applicable, “GDPR”) it shall be processed in accordance with the GDPR and with Foundry’s Privacy Notice (see https://www.foundry.com/privacy-notice), as may be updated by Foundry from time to time.  The Customer agrees to make its Customer Representatives aware of, and ensure that its Customer Representatives agree, to the uses which Foundry will make of the Information and of the terms of Foundry’s Privacy Policy.  

3. ACCESS TO FOUNDRY'S SUPPORT TEAM

3.1 Support Portal

Customers entitled to support via the online portal (as determined in accordance with Clause 2.2) can post issues to the support team using Foundry’s Support Portal accessed here: https://support.foundry.com/hc/en-us (“Support Portal”). Foundry’s support hours are 09.30 to 17.30 (GMT/BST) and 08.30 to 17.00 (PST/PDT) Monday to Friday (excluding U.K. and U.S. public holidays respectively).    

3.2 Foundry’s undertaking 

Foundry will use Commercially Reasonable Efforts to:

   3.2.1.  Acknowledge receipt of a Customer's support request (via email);

   3.2.2. Provide a short status report to the Customer within a reasonable time; and

   3.2.3.  Where possible, provide a remedy that may include error correction or workarounds.  Alternatively, the issue may be identified as a problem with the Foundry Product and the Customer will be provided with a bug tracking ID in the Support Portal, which can be followed to identify when an Update is issued to correct the bug. 

3.3 Ticketing 

Foundry’s support team utilize a ticket system to manage communications with Customers. Communications from Foundry’s support team will be done via email and tickets will be available to view or manage via the Support Portal. At the Customer’s request, Foundry may provide the Customer with the ability to view all Support Portal tickets raised by the Customer. If Foundry grants such a request, the Customer will be responsible for notifying Foundry’s support team in the event that access to the Support Portal should be revoked in due course (e.g. if a Customer’s employee's contract is terminated). All support requests logged via the Support Portal will be assigned a unique identifier. This unique identifier should be used whenever the Customer contacts Foundry.  Support requests submitted outside the Support Portal (e.g. which may be sent to Foundry employees’ or otherwise) will not be considered valid support requests and Foundry’s support team will be under no obligation to address such requests in accordance with this Maintenance and Support Agreement. Valid support request eligible for support in accordance with this Maintenance and Support Agreement must be logged via the Support Portal and have a ticket ID. Each support ticket must be related to one question. Foundry may ask the Customers to split support tickets if those relate to multiple questions in order to ensure that all support questions are properly addressed and a support engineer with the relevant skills is assigned to the Customers’ requests. 

3.4 Customer identification 

Foundry reserves the right to ask Customers for identification details in order to confirm that the Customer is an authorized Customer (e.g. in the event that it is unable to do so based on the information provided in a support ticket).  To help Foundry track down a Customer’s support entitlements, Customers are required to email support requests from the email account associated with the Customer’s Maintenance and Support.

3.5 Urgent requests & deadlines 

The Customer may advise Foundry in writing at the time of creating the support request ticket of any urgent deadlines that Foundry should be aware of. Foundry will use Commercially Reasonable Efforts to accommodate any deadlines notified to it in accordance with this Support Agreement but it does not warrant or represent that such deadlines or any other timelines can be met in all cases. 

3.6 Educational 

For Customers who have an Educational License, Foundry will provide support only to the nominated contact (i.e. Customer Representatives) at educational institutions that are Customers of Foundry. Students who require support should contact their course tutor or other nominated contact as applicable, who may then contact Foundry for support. 

4. OUT OF SCOPE SERVICES

4.1    Exclusions 

The following matters are excluded from Maintenance and Support: (a) queries related to license purchase or a quote for Foundry’s products - please contact Foundry Sales team at licenses@foundry.com; (b) non-core product functionality queries, such as customizations of Foundry Products. Before sending Foundry a support request or bug report, the Customer should attempt to reproduce the issues without any local customization applied to the product at runtime; (c) network configuration - if an issue is related to DNS, network traffic, VM, RAID, VPN configuration etc., the Customer may be asked to refer to their internal system administrators; (d) any faults or issues related to hardware of any type; and (e) other third-party software cannot be supported or recommended, unless expressly stated or advertised on Foundry website or with specific Foundry Products. Questions or issues arising in connection with any third-party software should be raised by Customers directly with the vendor.

4.2         Foundry encourages Customers to discuss customization problems on Foundry’s community product forums (available at http://community.foundry.com) as these have a mix of new and experienced users participating, including Foundry staff. Foundry’s community product forums are an open community and not an official support platform.

4.3          Operating systems

If the Customer chooses to use an operating system that has not been tested with Foundry Products, Foundry cannot guarantee that its products will work as stated. Customers are requested to check the release notes for the relevant product as made available on Foundry’s website for currently supported operating systems. If the Customer proceeds to install Foundry Products on unsupported systems, the Customer does so at their own risk and will be unsupported.

4.4          Host systems 

If the Customer decides to use a host system that has not been tested with Foundry’s plug-in products, Foundry cannot guarantee that its products will work as stated. Customers are requested to check Foundry’s website regularly for currently supported hosts and versions. If the Customer would like to use Foundry’s plug-ins on a host system that is not presently supported, a request should be sent to Foundry's support team.

4.5          Pre-release programmes

If the Customer is participating in an alpha or beta programme for one of Foundry’s pre-release products, all queries should be directed to the contacts stated in the initial alpha or beta programme invitation, however, Foundry is not obligated to provide the Customer with any maintenance, technical or other support. If the Customer encounters licensing issues while installing the pre-release product, it can contact the support team.

5. TERM, TERMINATION & AUTO-RENEWAL

5.1            Auto-renewal for Perpetual Licenses only

5.1.1        Subject to Clause 5.8, this Maintenance and Support Agreement will begin as soon as Foundry accepts the Customer’s order for Maintenance and Support by issuing the Customer with a license key (the “Acceptance Date”) and shall continue, unless earlier terminated in accordance with the terms of this Maintenance and Support Agreement, for the Term.

5.1.2        Unless the Customer opts out of auto-renewal in accordance with Clause 5.2, then upon each anniversary of the Acceptance Date (each a “Renewal Date”), the Customer's Maintenance and Support Agreement shall renew automatically for a further twelve (12) months (each a “Renewal Support Period”).  The Customer's Maintenance and Support Agreement will continue to auto-renew in this manner until the Customer opts out of auto-renewal or unless earlier terminated in accordance with the terms of this Maintenance and Support Agreement.

5.1.3        Prior to each Renewal Date, Foundry shall send one (1) email to advise the Customer that the Customer's Subscription License is approaching auto-renewal to the contact email address as provided by the Customer in accordance with clause 2.6.1. The reminder email will be sent not less than thirty (30) days prior to the relevant Renewal Date.

5.2        Opting Out of Auto-renewal for Perpetual Licenses

If the Customer wishes to opt out of auto-renewal then the Customer must email licenses@foundry.com providing details of the Foundry Products and the Licenses which the Customer wishes to opt out not less than seventy-two (72) hours prior to the relevant Renewal Date.  Provided that the Customer notifies Foundry in accordance with the provisions of this Clause 5.2 then the Customer's Maintenance and Support Agreement will not auto-renew, Maintenance and Support shall expire at the end of the then-current Term and the Customer shall not be entitled to purchase further Maintenance and Support for such License(s).  

5.3        Maintenance and Support Fees 

Unless otherwise agreed between the Customer and Foundry, the Customer will be charged and agrees to pay to Foundry: (a) the annual Maintenance and Support Fees as notified by Foundry at the time of the initial purchase of Maintenance and Support; and (b) for any/all Renewal Support Periods, the annual Maintenance and Support Fees as notified by Foundry on the applicable Renewal Date; plus any/all applicable taxes or other duties or levies as a single annual payment in full in advance.

5.4        Increases to the Maintenance and Support Fees 

Foundry reserves the right to increase the annual Maintenance and Support Fees from time to time provided that it shall provide the Customer with not less than thirty (30) days’ notice of any increase prior to the relevant Renewal Date.

5.5        Foundry’s right to terminate 

If the Customer breaches this Maintenance and Support Agreement, Foundry may terminate this Maintenance and Support Agreement immediately by notice to the Customer.

Foundry reserves the right to terminate and/or suspend this Maintenance and Support Agreement as it deems reasonable in its sole discretion by notice to the Customer if: (a) it becomes aware that the Customer has failed to pay the Maintenance and Support Fees or any other costs, fees or charges due and payable to Foundry in accordance with this Maintenance and Support Agreement and/or (b) it becomes aware that the Customer has failed to pay any sum due either to Foundry and/or to a reseller of Foundry, either in connection with Foundry’s End User License Agreement, or in connection with any other Foundry Product license in connection with any other agreed terms between Foundry and the Customer in connection with any Foundry Product; and/or (c) the Customer is otherwise in breach of or fails to comply with any term of this Maintenance and Support Agreement and/or Foundry’s End User License Agreement and/or any other agreed terms between Foundry and the Customer.
 

Foundry may also terminate this Maintenance and Support Agreement if the Customer becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with the Customer’s creditors. This Maintenance and Support Agreement will terminate automatically without further notice or action by Foundry if the Customer goes into liquidation. In the event of termination under this sub-clause, Foundry reserves its rights in full to any amounts due and not paid by the Customer, including any interest payments, and to any other remedies whether under law, contract, statute or otherwise. 

5.6        Customer’s right to terminate

The Customer may terminate this Maintenance and Support Agreement on written notice to Foundry if Foundry is in material breach of this Maintenance and Support Agreement and fails to cure the breach within 10 (ten) working days of receiving notice of such breach. 
 

5.7            Refunds and Cancellations

If the Customer cancels Maintenance and Support within fourteen (14) days of the initial purchase date, the Customer will be entitled to a full refund. Refunds are not payable for cancellations made after such date and support will continue until the end of the contracted Term. Cancellations and requests for refunds can be made by contacting Foundry’s Sales Support team at: licenses@foundry.com.

5.8        Subscription Licenses and Rental Licenses 

If the Customer has purchased:

 5.8.1        a Subscription License then, subject to the Customer’s timely payment of the applicable License Fee, this Maintenance and Support Agreement shall commence on the Subscription Start Date and shall continue for the Subscription Period (each as defined in the End User License Agreement); or

5.8.2        a Rental License then, subject to the Customer’s timely payment of the applicable License Fee, this Maintenance and Support Agreement shall commence on the date of the initial License purchase and shall continue for the term of the rental.

6. LIMITATION OF LIABILITY

6.1        Limitation of liability (Business)

This Clause 6.1 applies where the Customer is a business user. Foundry shall not under any circumstances whatever be liable to the Customer, its affiliates, officers, directors, shareholders, employees, agents or other representatives, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Maintenance and Support Agreement for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss or corruption of data or information, loss of business opportunity, goodwill or reputation or any indirect or consequential loss or damage. In respect of any other losses, Foundry’s maximum aggregate liability under or in connection with this Maintenance and Support Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Maintenance and Support Fees paid to Foundry in the twelve months prior to the date of the event giving rise to liability. Nothing in this Maintenance and Support Agreement shall limit or exclude Foundry’s liability for death or personal injury resulting from its negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or limited by applicable law. This Maintenance and Support Agreement sets out the full extent of Foundry’s obligations and liabilities in respect of the supply of Maintenance and Support services and entitlements. Except as expressly stated in this Maintenance and Support Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Foundry.  Any condition, warranty, representation or other term concerning the supply of the Maintenance and Support services which might otherwise be implied into, or incorporated in, this Maintenance and Support Agreement, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6.2        Limitation of liability (Consumer)

This Clause 6.2 applies where the Customer is a consumer. Foundry has no liability to the Customer for any loss of profit, loss of business, business interruption, loss of business opportunity, or loss or harm caused to property or data used for professional purposes. Foundry is only responsible for loss or damage suffered by the Customer that is a foreseeable result of Foundry’s breach of this Maintenance and Support Agreement or its negligence, but Foundry is not responsible for any loss or damage that is not foreseeable. Foundry’s maximum aggregate liability under or in connection with this Maintenance and Support Agreement, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Maintenance and Support Fees paid to Foundry in the twelve months prior to the date of the event giving rise to liability. Nothing in this Maintenance and Support Agreement shall limit or exclude Foundry’s liability for death or personal injury resulting from Foundry's negligence, fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or limited by applicable law.

7. MISCELLANEOUS

7.1        Entire agreement

This Maintenance and Support Agreement together with the applicable terms and conditions stated on Foundry’s quotation and any documents incorporated in accordance with Clause 2.3 constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.  

7.2        Force majeure 

Foundry shall not be in breach of this Maintenance and Support Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Maintenance and Support Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

7.3        Variation

No variation of this Maintenance and Support Agreement shall be effective unless it is issued in writing by Foundry.  

7.4        Confidentiality

Each party undertakes that it shall not at any time during this Maintenance and Support Agreement disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers operations, processes, product information, know-how, designs, trade secrets or software of the other party (including all discoveries, ideas, concepts, techniques, designs, specifications, drawings, blueprints, diagrams, flow charts, data, computer programs, data and intellectual property) except that 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 that party's rights or carrying out its obligations under or in connection with this Maintenance and Support 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 Maintenance and Support Agreement; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 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 this Maintenance and Support Agreement.  

7.5        Assignment

This Maintenance and Support Agreement is personal to the parties (and to the applicable Foundry Product) and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Maintenance and Support Agreement.  

7.6        Waiver 

No failure or delay by a party to exercise any right or remedy provided under this Maintenance and Support Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.  

7.7        Severability 

If any provision or part-provision of this Maintenance and Support Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Maintenance and Support Agreement.

7.8        Governing Law & Jurisdiction  

This Maintenance and Support Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Maintenance and Support Agreement or its subject matter or formation.

7.9        Survival 

Clause 6 (Limitation of Liability) and this Clause 7 (Miscellaneous) inclusive shall survive any termination or expiration of this Maintenance and Support Agreement.

Last updated 18 June 2025.

Copyright © 18 June 2025 The Foundry Visionmongers Ltd. 
All Rights Reserved. Do not duplicate.