Version 1.3 · Last updated 15 October 2026
DYNOMATIK TERMS OF SERVICE
Effective 15th October, 2026
These Terms of Service (Terms) govern the Customer’s subscription to and use of the Service. They are entered into between Dynomatik Limited, a company registered in England and Wales with company number 13602267 (Dynomatik), and the Customer.
1. These Terms and how they apply
1.1 Acceptance. These Terms apply, and the Agreement comes into effect, when the Customer: (a) executes an Order Form which incorporates these Terms; or (b) where Dynomatik makes self-service subscription available, accepts these Terms electronically at the point of order. In either case the Customer confirms that the individual accepting these Terms has authority to bind the Customer.
1.2 Business customers only. The Customer represents and warrants that it is entering into the Agreement in the course of a business, trade, craft or profession and not as a consumer. The Service is not offered to consumers, and Dynomatik may terminate the Agreement immediately if this representation is or becomes untrue.
1.3 Order of precedence. In the event of any conflict or inconsistency between the documents forming the Agreement, these Terms prevail, save that the Order Form prevails in respect of the Fees, the Subscription Term, the SLA Tier, the identity of the parties and the identity of any Permitted Beneficiary and the Permitted Purpose, and the DPA prevails in respect of the processing of personal data.
1.4 No variation by the Customer. These Terms are not negotiable. No term contained or referred to in any purchase order, order acknowledgement, invoice, portal, standard terms of purchase or other document issued by the Customer shall form part of the Agreement or vary these Terms, regardless of whether Dynomatik has notice of it, does not object to it, or performs the Agreement after receiving it. No variation of these Terms is effective unless made in writing and signed by an authorised signatory of Dynomatik.
2. Definitions and interpretation
In these Terms:
Aggregated Data | means data and information relating to the use, performance and operation of the Service which is created or derived by Dynomatik in an aggregated and anonymised form, from which the Customer, its Users and any individual cannot be identified and are not reasonably capable of being identified; |
Agreement | means these Terms, the Order Form, the SLA, the DPA and any other document expressly incorporated into any of them; |
Beneficiary Personnel | means the directors, employees, contractors, agencies, guests and other personnel of a Permitted Beneficiary; |
Confidential Information | has the meaning given in clause 13.1; |
Customer | means the entity identified as such in the Order Form; |
Customer Data | means all data, content, information and material submitted to or generated within the Customer’s Organisation by or on behalf of the Customer, or by a User acting in the context of that Organisation, together with any Vault Data disclosed to the Customer under a Vault Share, but excluding Member Data and Service Data; |
Dietary Data | has the meaning given in the DPA; |
Documentation | means the user documentation for the Service made available by Dynomatik, as updated from time to time; |
DPA | means the Dynomatik data processing agreement published at raceprox.com, as amended in accordance with its terms; |
Fees | means the fees stated in the Order Form; |
Guest Data | has the meaning given in the DPA. Guest Data forms part of the Customer Data; |
Intellectual Property Rights | means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, goodwill, rights in designs, database rights, rights in computer software, rights to use and protect confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection subsisting now or in the future in any part of the world; |
Member | means an individual who holds a Member Account; |
Member Account | means an account held by an individual with Dynomatik, in that individual’s own name and on that individual’s own behalf, under the Member Terms; |
Member Data | has the meaning given in the DPA; |
Member Terms | means the terms published at raceprox.com which govern the relationship between Dynomatik and a Member in respect of a Member Account; |
MSA | means the Dynomatik Master Services Agreement, under which bespoke or negotiated engagements are contracted; |
Order Form | means the document which incorporates these Terms and records the commercial particulars of the Customer’s subscription, regardless of how it is titled, being either (a) an order form, statement of work or other ordering document executed by both parties, (b) a purchase order or other ordering document issued by the Customer which references these Terms and which Dynomatik accepts in writing, or (c) where Dynomatik makes self-service subscription available, the Customer’s online subscription order. In the case of paragraph (b), only the commercial particulars recorded in the document form part of the Agreement, and clause 1.4 applies to any other term contained or referred to in it; |
Organisation | means the Customer’s tenancy within the Service, comprising its workspace, configuration, Customer Data and Organisation Membership records; |
Organisation CRM Tool | means the functionality within the Service by which the Customer may record, organise and manage Guest Data, issue e-tickets, and compose, schedule and send electronic communications to Organisation Guests; |
Organisation Guest | has the meaning given in the DPA, being a natural person whose personal data is included in the Customer’s Organisation for the purposes of invitation, event attendance, accreditation, hospitality or marketing, and who is not by reason only of that inclusion a Member; |
Organisation Membership | means the link between a Member Account and an Organisation, together with the role and permissions assigned to that Member within it; |
Permitted Beneficiary | means a person, other than the Customer, who is identified as a Permitted Beneficiary in the Order Form and for whose benefit the Customer uses the Service in accordance with clause 4.6; |
Permitted Purpose | means the programme, event series or other activity of the Permitted Beneficiary which is described as the Permitted Purpose in the Order Form; |
Service | means the Dynomatik platform and services identified in the Order Form, as described in the Documentation, together with any updates and modifications to them; |
SLA | means the Dynomatik Service Level Agreement published at raceprox.com, as amended in accordance with its terms; |
Subscription Term | means the initial term stated in the Order Form, together with each Renewal Term; |
Renewal Term | has the meaning given in clause 9.2; |
Service Data | has the meaning given in the DPA; |
User | means a Member who holds an Organisation Membership of the Customer’s Organisation; |
Vault | means the functionality within the Service by which a Member may store Vault Data and authorise its disclosure to one or more Organisations; |
Vault Data | has the meaning given in the DPA, being Personal Data which a Member stores in the Vault, including identity document details, contact details, travel details and Dietary Data; |
Vault Share | means an authorisation given by a Member under the DPA for specified Vault Data to be disclosed to a specified Organisation. |
2.1 Clause headings do not affect interpretation. A reference to writing includes email. The words "including", "for example" and similar expressions are illustrative and do not limit what precedes them. A reference to a statute includes its subordinate legislation and any amendment or re-enactment of it.
3. The Service
3.1 Dynomatik shall make the Service available to the Customer during the Subscription Term in accordance with the Agreement, and shall provide the Service with reasonable care and skill.
3.2 Changes to the Service. Dynomatik may modify, update, enhance or replace the Service, or any part of it, at any time. Dynomatik shall not make any change which materially degrades the core functionality of the Service during a Subscription Term, save where the change is required for reasons of security, legal or regulatory compliance, or is necessitated by a third party on which the Service depends. Where Dynomatik withdraws or deprecates a material feature, it shall give the Customer not less than thirty (30) days’ notice.
3.3 No commitment to future functionality. The Customer acknowledges that its subscription is not contingent on the delivery of any future feature or functionality, and that no statement by Dynomatik regarding its roadmap, plans or intentions forms part of the Agreement or constitutes a commitment of any kind.
3.4 Third party dependencies. The Service depends on third party hosting, infrastructure, network, application distribution and other services which are outside Dynomatik’s control. Dynomatik is not liable for any act, omission, failure or change of any such third party, and clause 4.1 of the SLA applies.
3.5 Evaluation and beta features. Any part of the Service made available on a trial, pilot, evaluation, beta, preview or early access basis is provided "as is" and "as available", carries no service level, warranty or support commitment, and may be modified, suspended or withdrawn at any time without notice. Dynomatik has no liability in respect of it. Dynomatik shall not provide access to the Service other than under an executed Order Form.
4. Licence and restrictions
4.1 Licence grant. Subject to the Agreement and to payment of the Fees, Dynomatik grants the Customer a non-exclusive, non-transferable, revocable licence, during the Subscription Term, to access and use the Service and the Documentation through its Organisation, to permit its Users to do so, and to permit Organisation Guests to access those parts of the Service made available to them in connection with an event, including e-tickets and accreditation, in each case solely for the Customer’s internal business operations and, where clause 4.6 applies, the Permitted Purpose.
4.2 Subscription. The Service is provided on a subscription basis. The Fees, billing arrangements and other commercial terms applicable to the Customer’s subscription are those set out in the Order Form.
4.3 Member Accounts. Except in respect of an Organisation Guest accessing the Service under clause 4.1, an individual accesses the Service through a Member Account held by that individual under the Member Terms, which is a separate agreement between that individual and Dynomatik. The Customer has no right, title or interest in any Member Account, and the Customer’s rights under the Agreement relate to its Organisation and not to any Member Account. The Customer may grant, vary and remove Organisation Memberships of its Organisation. Removal of an Organisation Membership, and expiry or termination of the Agreement, ends the individual’s access to the Customer’s Organisation but does not terminate that individual’s Member Account.
4.4 Restrictions. The Customer shall not, and shall not permit any User or third party to:
4.4.1 copy, modify, adapt, translate or create derivative works of the Service or the Documentation;
4.4.2 decompile, reverse engineer, disassemble or otherwise attempt to derive the source code, structure, algorithms or underlying ideas of the Service, except to the extent that such restriction may not lawfully be excluded;
4.4.3 sell, resell, licence, sub-licence, distribute, rent, lease, or make the Service available to any third party, or use the Service to provide services to any third party, except in respect of Users and as permitted by clause 4.6;
4.4.4 use the Service, or any information derived from it, to build, develop, train or improve any product or service which competes with the Service;
4.4.5 access the Service in order to benchmark it, or publish or disclose to any third party any performance, availability or benchmarking data relating to the Service, without Dynomatik’s prior written consent;
4.4.6 use any robot, spider, scraper or other automated means to access the Service, or attempt to gain unauthorised access to the Service, its systems or networks, or circumvent or test its security or authentication measures;
4.4.7 remove, obscure or alter any proprietary notice, mark or attribution contained in or displayed by the Service; or
4.4.8 permit any person other than a User or an Organisation Guest to access or use the Service.
4.5 Reservation of rights. All rights not expressly granted to the Customer under the Agreement are reserved to Dynomatik. Nothing in the Agreement transfers to the Customer any ownership of, or Intellectual Property Rights in, the Service.
4.6 Permitted Beneficiaries. Where the Order Form identifies a Permitted Beneficiary: (a) in addition to its own internal business operations, the Customer may use the Service for the Permitted Purpose for the benefit of the Permitted Beneficiary, and may permit Beneficiary Personnel to access the Service as Users or Organisation Guests in accordance with the Agreement, and clauses 4.1 and 4.4.3 are to be read accordingly; (b) the Customer shall procure that the Permitted Beneficiary and its Beneficiary Personnel comply with clauses 4.4, 5, 6.3, 6.8, 12 and 13 and the DPA as if each were the Customer, and the Customer is liable for their acts and omissions as if they were its own; (c) the Customer may disclose Dynomatik’s Confidential Information to the Permitted Beneficiary only to the extent necessary for the Permitted Purpose, and clause 13.2(c) applies to that disclosure; (d) the Customer warrants that it has, and shall maintain, the authority and arrangements with the Permitted Beneficiary necessary to give effect to this clause 4.6, and that the Permitted Beneficiary’s use of the Service will be on terms no less protective of Dynomatik than the Agreement; (e) the Permitted Beneficiary is not a party to the Agreement, is not required to sign or accept it, and has no right and is under no obligation directly under it, and clause 18.5 applies to it; (f) any loss suffered by the Permitted Beneficiary which arises from Dynomatik’s breach of the Agreement is treated as loss suffered by the Customer and is recoverable by the Customer subject to clause 16, and all claims by the Customer in respect of the Permitted Beneficiary’s use count together towards the limits in clause 16; and (g) any suspension, termination or other step taken against the Customer under the Agreement applies equally to access by the Permitted Beneficiary and Beneficiary Personnel.
5. Users, accounts and acceptable use
5.1 The Customer is responsible for all activity carried out under its account and by its Users, and for each User’s compliance with the Agreement, as if that activity or compliance were the Customer’s own.
5.2 The Customer shall not permit, require or encourage any User to disclose or share their Member Account credentials, or to permit any other person to use their Member Account. The Customer shall notify Dynomatik without undue delay on becoming aware of any unauthorised access to or use of its Organisation.
5.3 The Customer shall obtain and maintain all equipment, software, systems and connectivity necessary to access the Service, and is responsible for their operation, security and compatibility.
5.4 The Customer shall use the Service in compliance with all applicable laws, including those relating to export control and economic sanctions.
5.5 Acceptable use. The Customer shall not, and shall ensure that its Users do not, use the Service to:
5.5.1 upload, store or transmit any material which is unlawful, defamatory, obscene, harassing, discriminatory or which infringes the rights of any third party;
5.5.2 upload, store or transmit any virus, worm, malware or other harmful code;
5.5.3 send unsolicited commercial communications, or otherwise use the Service in breach of any law relating to electronic marketing;
5.5.4 impersonate any person, or misrepresent the Customer’s or any User’s identity or affiliation;
5.5.5 interfere with or disrupt the Service, its infrastructure, or the use of the Service by any other customer;
5.5.6 probe, scan or test the vulnerability of the Service, or breach or circumvent any security or authentication measure; or
5.5.7 send any communication using the Organisation CRM Tool otherwise than in accordance with the DPA, or use that tool to send unsolicited communications to any person who has not consented to receive them or who has opted out of receiving them;
5.5.8 place an unreasonable or disproportionate load on the Service having regard to its normal operation.
6. Customer Data
6.1 Ownership. As between the parties, the Customer owns all right, title and interest in and to the Customer Data, including all Intellectual Property Rights in it. The Customer has no right, title or interest in any Member Data, which is governed by the DPA and the Member Terms.
6.2 Licence to Dynomatik. The Customer grants Dynomatik a non-exclusive, worldwide, royalty-free licence during the Subscription Term to host, store, copy, transmit, process, display and otherwise use the Customer Data to the extent necessary to provide, maintain, secure and support the Service and to comply with its legal obligations.
6.3 Customer warranties. The Customer represents and warrants that: (a) it has all rights, consents and lawful bases (including, for any Dietary Data or other special category personal data, a condition under Article 9 of the UK GDPR) necessary to provide the Customer Data to Dynomatik and to permit its processing under the Agreement; (b) the Customer Data does not infringe the rights of any third party and is not unlawful, defamatory or obscene; and (c) it has provided all notices and information required under applicable data protection law to each individual whose personal data forms part of the Customer Data.
6.4 Accuracy and backup. The Customer is responsible for the accuracy, quality and legality of the Customer Data. The Customer is responsible for maintaining its own backup copies of the Customer Data, and Dynomatik’s liability for any loss, corruption or destruction of Customer Data shall not exceed the cost of restoring it from the most recent backup maintained by Dynomatik in the ordinary course.
6.5 Aggregated Data. Dynomatik may create and use Aggregated Data for the purposes of operating, securing, analysing and improving the Service and its other products and services. Dynomatik owns all Aggregated Data. Dynomatik shall not disclose Aggregated Data in any manner which identifies the Customer, any User or any individual. Dynomatik shall not create Aggregated Data from Dietary Data.
6.6 Artificial intelligence and machine learning. Dynomatik shall not use the Customer Data to train, fine-tune or otherwise develop any machine learning or artificial intelligence model, other than models operating solely within the Customer’s own instance of the Service for the Customer’s benefit. This clause does not restrict Dynomatik’s use of Aggregated Data.
6.7 Vault Data. A Member may choose to disclose Vault Data to the Customer through the Vault. Dynomatik does not disclose Vault Data to the Customer unless the Member has given a Vault Share in respect of the Customer’s Organisation. The Customer has no entitlement to any Vault Data, and Dynomatik does not warrant that any Member will give or maintain a Vault Share.
6.8 The Customer’s obligations in respect of Vault Data. The Customer is the controller of any Vault Data disclosed to it under a Vault Share, and shall: (a) process it only for the purpose for which the Member shared it; (b) provide the Member with the information required by Article 14 of the UK GDPR in respect of its own processing; (c) not use it to infer racial or ethnic origin or any other special category personal data (other than Dietary Data, which the Customer shall use only for the purpose for which the Member shared it); (d) cease processing and delete it on withdrawal of the Vault Share, unless it has and can demonstrate its own lawful basis (and, for Dietary Data or other special category personal data, its own condition under Article 9 of the UK GDPR) for continuing to hold it; and (e) not represent to any Member that a Vault Share is required by Dynomatik, it being acknowledged that a Member may decline or withdraw a Vault Share at any time. In respect of Dietary Data, the Customer shall also have its own condition under Article 9 of the UK GDPR for its processing, and shall not rely on a Vault Share for any purpose other than the purpose stated in it. Clauses 4.10 to 4.16 of the DPA apply.
6.9 No verification of Vault Data. Dynomatik does not verify the authenticity, validity, currency or accuracy of any identity document or other Vault Data, and the disclosure of Vault Data under a Vault Share is not a representation by Dynomatik as to any of those matters. Any identity verification the Customer requires is a matter for the Customer.
7. Fees and payment
7.1 The Customer shall pay the Fees stated in the Order Form, at the intervals and in the manner stated in it. Except as expressly provided in the Agreement, all Fees are non-refundable and all payment obligations are non-cancellable.
7.2 All Fees are exclusive of value added tax and any other applicable sales, use, withholding or similar tax or duty, which the Customer shall pay in addition at the applicable rate. If the Customer is required by law to withhold or deduct any amount from a payment, the amount payable shall be increased so that Dynomatik receives the sum it would have received had no such withholding or deduction been made.
7.3 Invoices are payable within thirty (30) days of the date of invoice, in cleared funds and without set-off, deduction or counterclaim.
7.4 Late payment. Without prejudice to any other right or remedy, Dynomatik may charge interest on any overdue amount at the rate and on the terms provided for by the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed sum compensation and reasonable recovery costs provided for by that Act.
7.5 Fee changes. Dynomatik may change the Fees with effect from the start of any Renewal Term by giving the Customer not less than sixty (60) days’ notice before the end of the then-current Subscription Term. If the Customer does not accept the change, it may give notice of non-renewal under clause 9.2 before the Renewal Term begins.
8. Suspension
8.1 Dynomatik may suspend the Customer’s or any User’s access to the Service, in whole or in part, where: (a) any amount is more than fourteen (14) days overdue and Dynomatik has given at least seven (7) days’ notice of its intention to suspend; (b) the Customer or a User is in breach of clause 4.4 or clause 5; (c) Dynomatik is entitled to suspend access to the Organisation CRM Tool under the DPA; (d) Dynomatik reasonably considers that continued access presents a risk to the security, integrity or availability of the Service or to any other customer; or (e) suspension is required by law or by a regulatory or governmental authority.
8.2 Suspension under clause 8.1(c) or 8.1(d) may be made immediately and without prior notice, and Dynomatik shall notify the Customer as soon as reasonably practicable.
8.3 Suspension does not relieve the Customer of any obligation to pay the Fees, does not constitute termination, and does not give rise to any liability on the part of Dynomatik. Dynomatik shall restore access promptly once the grounds for suspension have been remedied.
9. Term and termination
9.1 The Agreement commences on the date stated in the Order Form and continues for the initial term stated in it.
9.2 Renewal. The Agreement shall renew automatically at the end of the initial term, and at the end of each subsequent renewal term, for a further period equal to the initial term (each a Renewal Term), unless either party gives the other not less than thirty (30) days’ notice of non-renewal before the end of the then-current term.
9.3 Termination for cause. Either party may terminate the Agreement immediately by notice if the other party: (a) commits a material breach of the Agreement which is not capable of remedy, or which is capable of remedy and is not remedied within thirty (30) days of notice requiring it to be remedied; or (b) becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement with its creditors, or has an administrator, receiver or liquidator appointed over it or any of its assets, or any analogous event occurs in any jurisdiction.
9.4 Termination by Dynomatik. Dynomatik may in addition terminate the Agreement immediately by notice where the Customer breaches clause 4.4 (Restrictions), clause 6.3 (Customer warranties) or clause 13 (Confidentiality).
9.5 Effect of termination. On expiry or termination of the Agreement: (a) all licences granted to the Customer terminate immediately, the Customer shall cease all use of the Service, and all Organisation Memberships of the Customer’s Organisation end, provided that no Member Account is terminated by reason of that expiry or termination; (b) all Fees accrued up to the effective date of termination become immediately due; and (c) each party shall, at the other’s request, return or destroy the other’s Confidential Information, save for copies retained in routine backups or as required by law, which remain subject to clause 13.
9.6 No refund. No refund of prepaid Fees is due on termination, except where the Customer terminates under clause 9.3(a) for Dynomatik’s material breach, in which case Dynomatik shall refund a pro rata proportion of the Fees prepaid in respect of the period after the effective date of termination.
9.7 Customer Data on termination. For thirty (30) days following the effective date of termination, Dynomatik shall make the Customer Data available for export by the Customer in a commonly used machine-readable format. Thereafter Dynomatik shall have no obligation to retain the Customer Data and shall delete it from its live systems within a further sixty (60) days, and from its backups in accordance with its ordinary backup cycle, save to the extent retention is required by law. Dynomatik is not obliged to make Customer Data available for export while any Fees remain overdue.
10. Service levels and support
Service availability and support are governed exclusively by the SLA. The SLA Tier applicable to the Customer is determined in accordance with clause 1.2 of the SLA. The Customer’s remedies in respect of availability, interruption, degradation or support are those set out in the SLA and no others.
11. Data protection
11.1 The DPA is incorporated into and forms part of the Agreement, and governs all processing of personal data carried out in connection with the Service.
11.2 Roles of the parties. The respective roles of the parties in relation to personal data processed in connection with the Service, including where either party acts as a controller, joint controller or processor, and the obligations attaching to each of those roles, are set out in the DPA and not in these Terms.
11.3 Each party shall comply with its obligations under applicable data protection law in respect of personal data processed in connection with the Agreement.
11.4 Security. Dynomatik shall implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage, having regard to Article 32 of the UK GDPR. Further detail is set out in the DPA.
11.5 Dynomatik may amend the DPA where required to reflect a change in applicable law, guidance of a supervisory authority, or a change to its sub-processors made in accordance with the DPA. Dynomatik shall not otherwise amend the DPA in a manner which materially reduces the protections afforded to the Customer without the Customer’s agreement.
12. Intellectual property
12.1 Dynomatik and its licensors own all right, title and interest in and to the Service, the Documentation, all software, systems, designs, methodologies and know-how underlying or comprised in them, and all modifications, improvements and derivative works of any of them, together with all Intellectual Property Rights in them. Nothing in the Agreement grants the Customer any right in respect of them other than the licence expressly granted in clause 4.1.
12.2 Feedback. The Customer assigns to Dynomatik, with full title guarantee and by way of present assignment of future rights, all Intellectual Property Rights in any suggestion, recommendation, enhancement request, correction or other feedback provided by the Customer or any User relating to the Service. Dynomatik may use such feedback for any purpose without restriction, attribution or payment. To the extent any such right does not vest by operation of this clause, the Customer grants Dynomatik a perpetual, irrevocable, worldwide, royalty-free, sub-licensable licence to use it for any purpose.
12.3 Customer marks. Where the Order Form provides for the Service to display the Customer’s trade marks, logos or brand assets, the Customer grants Dynomatik a non-exclusive, royalty-free, worldwide licence during the Subscription Term to use, reproduce and display them solely for that purpose. The Customer warrants that it owns or is licensed to use those assets and that their use as contemplated by the Agreement does not infringe the rights of any third party.
13. Confidentiality
13.1 Confidential Information means all information disclosed by one party (the Discloser) to the other (the Recipient), in any form, which is identified as confidential or which a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. The Service, the Documentation, and all non-public information about the Service, its security, architecture and pricing, are Dynomatik’s Confidential Information. The Customer Data is the Customer’s Confidential Information.
13.2 Obligations. The Recipient shall: (a) keep the Discloser’s Confidential Information confidential and protect it with no less than a reasonable degree of care; (b) use it only for the purposes of the Agreement; and (c) not disclose it to any person other than those of its employees, contractors and professional advisers who need to know it for those purposes and who are bound by obligations of confidence no less protective than this clause, for whose acts and omissions the Recipient remains responsible.
13.3 Exceptions. This clause does not apply to information which: (a) is or becomes public otherwise than through breach of the Agreement; (b) was lawfully in the Recipient’s possession free of any obligation of confidence before disclosure; (c) is lawfully obtained from a third party free of any obligation of confidence; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
13.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, by a court of competent jurisdiction or by a regulatory or governmental authority, provided that (where lawful to do so) it gives the Discloser prior notice and reasonable assistance in seeking to limit or resist the disclosure.
13.5 Prior confidentiality agreements. Where the parties have entered into a non-disclosure or confidentiality agreement before the date of the Agreement, that agreement is superseded by this clause 13 with effect from that date, and all information disclosed under it shall from that date be treated as Confidential Information under, and protected by, this clause 13. Nothing in this clause 13.5 or in clause 18.1 releases either party from any liability accrued under that agreement before the date of the Agreement.
13.6 Survival. This clause 13 survives expiry or termination of the Agreement for a period of five (5) years, and indefinitely in respect of any Confidential Information which constitutes a trade secret.
14. Warranties and disclaimers
14.1 Each party warrants that it has full power and authority to enter into and perform the Agreement.
14.2 Dynomatik warrants that the Service will perform materially in accordance with the Documentation. The Customer’s sole and exclusive remedy for breach of this warranty is that Dynomatik shall, at its option, correct the non-conformity or, if it fails to do so within a reasonable period, terminate the Agreement and refund a pro rata proportion of the Fees prepaid in respect of the period after termination.
14.3 Disclaimer. Except as expressly set out in the Agreement, and to the fullest extent permitted by law, all conditions, warranties, terms and representations, whether express or implied by statute, common law or otherwise, are excluded. In particular, Dynomatik does not warrant that the Service will be uninterrupted, error-free or free from vulnerabilities, that it will meet the Customer’s requirements, or that any defect will be corrected.
15. Indemnity
15.1 The Customer shall indemnify Dynomatik against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer Data, including any claim that it infringes the rights of a third party or was processed unlawfully; (b) any breach by the Customer, a User, a Permitted Beneficiary or any Beneficiary Personnel of clause 4.4, clause 5, clause 6.3, clause 6.8 or clause 12.3, or of the DPA; (c) any communication sent by or on behalf of the Customer using the Organisation CRM Tool, including any claim, investigation or penalty under law governing direct marketing or unsolicited communications; or (d) any claim brought by a User, a Member, an Organisation Guest or by any individual whose personal data forms part of the Customer Data, save to the extent caused by Dynomatik’s breach of the DPA.
15.2 The indemnified party shall notify the other promptly of any claim, shall not admit liability or settle without the other’s consent (not to be unreasonably withheld), and shall permit the indemnifying party to conduct the defence and provide reasonable assistance at the indemnifying party’s cost.
16. Limitation of liability
16.1 Liabilities which are not limited. Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.
16.2 Excluded losses. Subject to clause 16.1, Dynomatik is not liable, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, for any: (a) loss of profit, revenue, business, contracts or anticipated savings; (b) loss of or damage to goodwill or reputation; (c) loss of use; or (d) indirect or consequential loss, in each case however arising and whether or not foreseeable. This clause does not apply to, and does not limit, any loss or damage suffered by Dynomatik.
16.3 Cap on Dynomatik’s liability. Subject to clause 16.1, Dynomatik’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, shall not exceed:
16.3.1 in respect of liability arising out of or in connection with the DPA or with applicable data protection law, one hundred thousand pounds (£100,000); and
16.3.2 in respect of all other liability, the greater of (i) ten thousand pounds (£10,000) and (ii) one hundred per cent (100%) of the Fees paid or payable by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim, or where that event occurs within the first twelve months, one hundred per cent (100%) of the Fees payable in respect of the first twelve months of the Subscription Term,
provided that Dynomatik’s total aggregate liability arising out of or in connection with the Agreement shall not in any circumstances exceed one hundred thousand pounds (£100,000) in aggregate, and any amount paid or payable under clause 16.3.2 shall reduce the amount available under clause 16.3.1.
16.4 Customer’s liability. Clauses 16.2 and 16.3 limit the liability of Dynomatik only. Nothing in the Agreement limits or excludes the liability of the Customer, whose liability arising out of or in connection with the Agreement is unlimited. This includes, without limitation, the Customer’s liability in respect of the Fees, any breach of clause 4.4 (Restrictions), clause 5 (Users, accounts and acceptable use), clause 6.3 (Customer warranties), clause 12 (Intellectual property) or clause 13 (Confidentiality), and its indemnity under clause 15.1.
16.5 Service levels. All amounts payable and all liability arising under the SLA are subject to, and count towards, the cap in clause 16.3.
16.6 Allocation of risk. The Customer acknowledges that the limitations and exclusions in this clause 16 reflect a reasonable allocation of risk between the parties having regard to the Fees payable, the nature of the Service and the Customer’s own control over the Customer Data and its use of the Service; that they are a material inducement to Dynomatik entering into the Agreement; and that the Fees have been set on the basis of them. The Customer further acknowledges that it is free to contract with Dynomatik under the MSA on negotiated terms, including as to liability.
17. Changes to these Terms
17.1 Dynomatik may amend these Terms by publishing an updated version at raceprox.com and notifying the Customer. An amendment takes effect at the start of the next Renewal Term.
17.2 Notwithstanding clause 17.1, Dynomatik may amend these Terms with immediate effect where the amendment is required to comply with applicable law or a regulatory requirement, and shall notify the Customer as soon as reasonably practicable.
18. General
18.1 Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings, representations and arrangements relating to it, subject always to clause 13.5. Each party acknowledges that it does not rely on any statement or representation not expressly set out in the Agreement, but nothing limits liability for fraudulent misrepresentation.
18.2 Survival. Clauses 4.5, 6.1, 6.5, 9.5, 9.6, 9.7, 12, 13, 14.3, 15, 16 and 18, and any other provision which by its nature is intended to survive, shall survive expiry or termination of the Agreement.
18.3 Assignment. The Customer may not assign, transfer, charge or otherwise deal with the Agreement or any of its rights or obligations without Dynomatik’s prior written consent. Dynomatik may assign or novate the Agreement to any successor to its business or assets, and may subcontract performance provided it remains responsible for its subcontractors.
18.4 No partnership. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties.
18.5 Third party rights. A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This includes each Permitted Beneficiary, whose position is addressed in clause 4.6.
18.6 Notices. Notices shall be in writing and sent to the address stated in the Order Form or, in the case of Dynomatik, to its registered office, with a copy by email. Notices sent by email are deemed received on transmission, provided no delivery failure is received.
18.7 Severance. If any provision of the Agreement is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, deleted. The remainder of the Agreement shall continue in force.
18.8 Waiver. No failure or delay in exercising any right under the Agreement operates as a waiver of it, and no single or partial exercise prevents any further exercise.
18.9 Force majeure. Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay) caused by an event beyond its reasonable control. If such an event continues for more than sixty (60) days, either party may terminate the Agreement by notice.
18.10 Publicity. Dynomatik may identify the Customer as a customer and use the Customer’s name and logo for that purpose on its website and in its marketing materials. The Customer may withdraw this permission at any time by notice, and Dynomatik shall cease such use within a reasonable period.
18.11 Governing law and jurisdiction. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
18.12 Counterparts. The Order Form may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.