amber.systems general terms of business

Version 2026-08-18 - last updated 18 August 2026

1. Parties and business-only scope

1.1 These General Terms of Business (General Terms) are issued by amber systems ltd, trading as amber.systems, a company registered in England and Wales under company number 17349587, whose registered office is Unit A, 82 James Carter Road, Mildenhall, Bury St Edmunds, IP28 7DE, United Kingdom (amber.systems, we, us or our).

1.2 The customer identified in an Order Form, checkout record or other agreement that incorporates these General Terms is the Customer, you or your.

1.3 Our commercial services are offered only to persons acting wholly or mainly for purposes relating to their trade, business, craft or profession. By entering into a Contract, you confirm that:

• you are not acting as a consumer;
• the person accepting the Contract has authority to bind the Customer; and
• all information supplied to establish the Customer’s legal identity and business purpose is accurate.

1.4 If we knowingly agree in writing to supply a service to a consumer, separate consumer-compatible terms must apply. A statement in these General Terms that a service is business-only does not remove any mandatory consumer right where the transaction is in substance a consumer transaction.

2. How a Contract is formed

2.1 A Contract is formed when:

• both parties sign an Order Form that incorporates these General Terms;
• you complete an online order or registration flow that identifies these General Terms and affirmatively accept them, and we accept the order; or
• we otherwise confirm in writing that an order incorporating these General Terms has been accepted.

2.2 Publication of these General Terms on our website does not by itself create a Contract.

2.3 Each accepted Order Form creates a separate Contract unless the Order Form expressly states that it amends or extends an existing Contract.

2.4 Quotations, proposals and estimates are invitations to contract, not offers capable of acceptance, unless they expressly say otherwise. They may be withdrawn or revised before acceptance.

2.5 We may reject an order where we cannot verify authority or business purpose, the service presents an unacceptable legal or security risk, required capacity is unavailable, a third-party provider refuses the deployment, or the order is otherwise inconsistent with our published service scope.

3. Contract documents and precedence

3.1 A Contract may include:

• the Order Form;
• a Statement of Work (SOW);
• the Data Processing Agreement (DPA);
• Security Testing Rules of Engagement (ROE);
• one or more Service Schedules;
• the Service Level and Support Schedule (SLA);
• the Acceptable Use Policy (AUP); and
• these General Terms.

3.2 Unless the Order Form expressly states otherwise, a conflict is resolved in this order:

1. the DPA for a conflict specifically concerning personal-data processing;
2. signed ROE for a conflict concerning security-testing authority, scope or safety controls;
3. the Order Form and SOW;
4. the applicable Service Schedule;
5. the SLA;
6. the AUP; and
7. these General Terms.

3.3 A document applies only where the Order Form, checkout flow or another accepted document expressly incorporates it.

3.4 References to an online document mean the version identified in the Order Form or acceptance record. We will not silently replace a fixed or negotiated contractual version. Section 25 explains when operational policies or rolling-service terms may change.

4. Definitions

In the Contract:

• Authorised User means a person the Customer authorises to use or administer a Service.
• Business Day means Monday to Friday, excluding public holidays in England.
• Business Hours means 09:00 to 17:00 UK local time on a Business Day, unless the Order Form says otherwise.
• Change Order means a written record, accepted by authorised representatives of both parties, that changes the Contract.
• Change Request means a proposal by either party to change scope, Deliverables, dependencies, timetable, Fees, assumptions or service configuration.
• Confidential Information has the meaning in section 14.
• Customer Content means data, code, files, communications, credentials, instructions and other material submitted to, stored in, transmitted through or processed by a Service for the Customer.
• Customer Materials means Customer Content and any other materials supplied by or for the Customer.
• Deliverable means an output expressly identified as a deliverable in an Order Form or SOW.
• Fees means fees, charges and expenses payable under the Contract.
• Order Form means an order, checkout record, service order or similar document accepted by both parties that identifies the Customer, Services, Fees and applicable documents.
• Provider Materials means software, tools, templates, methods, know-how, documentation, models, libraries, designs, inventions and other materials owned, licensed or developed by us independently of the Customer-specific Deliverables.
• Service means a product or service identified in an Order Form.
• Service Schedule means a public or signed schedule applying to a category of Service.
• Term means the period for which a Contract remains in force.
• Third-Party Service means a product, platform, network, data centre, cloud, model, API, software component or other service supplied by a third party.
• written or in writing includes email and an electronic record capable of being retained, unless the context requires a signature.

5. Our obligations

5.1 We will provide the Services materially in accordance with the Contract and with reasonable care and skill.

5.2 We will use personnel with skills and experience reasonably appropriate to the work assigned to them.

5.3 Dates and times are estimates unless the Order Form expressly identifies them as binding. We are not responsible for delay caused by Customer Dependencies, an agreed change, a Third-Party Service, or an event outside our reasonable control.

5.4 We may use employees, contractors and subcontractors to perform the Services. We remain responsible for their performance to the extent required by the Contract and applicable law.

5.5 We may improve or change the method, tooling, infrastructure or personnel used to provide a Service, provided that this does not materially reduce an expressly agreed outcome or protection.

5.6 We do not guarantee that a Service will identify every defect or vulnerability, prevent every incident, remain free from vulnerabilities, or achieve a particular commercial, compliance or security outcome unless the Contract expressly states a measurable guarantee.

6. Customer responsibilities and dependencies

6.1 You must:

• cooperate reasonably and provide timely decisions, information, access, credentials, facilities and assistance needed to perform the Services;
• appoint a representative with authority to give instructions and approvals;
• ensure that Customer Materials and instructions are accurate, lawful and complete in all material respects;
• obtain all licences, consents, permissions and third-party approvals needed for us to perform the Services;
• maintain appropriate security, access control, patching, business-continuity and backup arrangements for systems and data outside the scope of our express responsibilities;
• ensure that Authorised Users comply with the Contract; and
• promptly tell us about any security incident, suspected misuse, material change or dependency likely to affect the Services.

6.2 A Customer Dependency is an act, decision, resource, approval, access, information or other contribution that the Customer or a person acting for it must provide.

6.3 If a Customer Dependency is late, incomplete or inaccurate, we may:

• adjust the timetable and affected milestones;
• suspend the affected work;
• charge for reasonable wasted time, reserved capacity or remobilisation;
• propose a Change Request; and
• rely on assumptions reasonably made from the information available.

6.4 You are responsible for assessing whether the Services and Deliverables are suitable for your intended use, regulatory environment, risk tolerance and technical architecture.

6.5 Unless backup or disaster recovery is expressly included, you remain responsible for maintaining tested backups before we access, alter, deploy to or test a system.

7. Changes and additional work

7.1 Either party may submit a Change Request.

7.2 We will describe the reasonably foreseeable effect of a proposed change. Neither party is required to accept it.

7.3 A change is binding only when recorded in writing by authorised representatives, including through an accepted Change Order, revised Order Form, SOW update or recorded console action.

7.4 Until a change is agreed, we may continue under the existing scope or pause the affected work where continuing would be unsafe, wasteful or impracticable.

7.5 Work outside scope is chargeable at the rates in the Order Form or, if no rate is specified, at our then-current rate notified before the work begins.

8. Fees, invoicing and taxes

8.1 You must pay the Fees in the currency, manner and billing cycle stated in the Order Form.

8.2 Unless the Order Form says otherwise:

• self-service, subscription and committed-resource Fees are payable in advance;
• metered and usage-based Fees are payable in arrears based on our service records;
• invoices are due 14 days after the invoice date; and
• Fees are exclusive of VAT and other taxes chargeable on the supply.

8.3 You must provide valid billing information and keep it current. You authorise us and our payment provider to charge an agreed payment method for recurring, usage-based and other due Fees.

8.4 Usage measurements generated by the relevant Service are authoritative unless you demonstrate a material error. We will provide reasonable supporting detail for a disputed usage charge.

8.5 You must reimburse reasonable, necessary and properly incurred expenses only where the Order Form permits them or you approved them in writing. We will provide evidence reasonably available to us.

8.6 You must raise a good-faith invoice dispute promptly and in any event within 30 days after the invoice date. You must pay the undisputed amount on time. The parties will try to resolve the dispute in good faith.

8.7 Except where the Contract or law provides otherwise, Fees are non-refundable. If we terminate a prepaid Service for our convenience, we will refund prepaid Fees for the unused period, excluding committed third-party costs and properly completed work.

8.8 You may not withhold, set off or deduct amounts except where required by law or finally determined by a court.

9. Late payment and credit risk

9.1 Where a business payment is late, we may charge statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and related regulations, where applicable.

9.2 We may suspend a Service for non-payment after giving at least seven days’ written notice, unless immediate suspension is reasonably necessary to prevent further unrecoverable usage or the Order Form permits a longer or shorter period.

9.3 We may require payment in advance, a deposit, a usage limit or another reasonable credit control where your payment history or expected usage creates a material credit risk.

9.4 Suspension does not remove the obligation to pay Fees accruing for committed resources, reserved capacity or a fixed term.

10. Accounts and security

10.1 You are responsible for Authorised Users, account administrators and activities performed using your credentials, except to the extent caused by our breach.

10.2 You must:

• keep credentials and API keys confidential;
• use multi-factor authentication where available and reasonably appropriate;
• grant only the access needed for each user;
• promptly remove access that is no longer required;
• rotate or revoke credentials known or suspected to be compromised; and
• notify us promptly of suspected unauthorised access.

10.3 We may take proportionate action to protect an account or Service, including revoking sessions, rotating credentials we control, imposing temporary limits or suspending affected functionality.

10.4 We will not ask for a password or secret in circumstances where a less sensitive means of support or verification is reasonably available.

11. Acceptable use and lawful instructions

11.1 The AUP applies to Services that provide accounts, networks, compute, storage, messaging, hosting, software or API access.

11.2 You must not instruct us to perform an act that is unlawful or that you lack authority to authorise. We may refuse, pause or modify an instruction where we reasonably believe it is unlawful, unsafe, outside scope, technically impracticable or likely to infringe another person’s rights.

11.3 Authorised security research and legitimate defensive, interoperability, malware-analysis and reverse-engineering work are not prohibited merely because they involve security techniques. The AUP and applicable schedule define the safety and authorisation boundaries.

11.4 Each party must comply with laws applicable to its performance of the Contract, including applicable anti-bribery, sanctions, export-control and trade-control laws.

11.5 You must not use a Service for a person, destination or purpose where doing so would cause us or a Third-Party Service provider to breach an applicable legal restriction. We may request information reasonably necessary to assess that restriction and may refuse or suspend the affected supply where continuing would be unlawful.

11.6 Neither party is required to take an action that would breach law. Where a legal restriction materially prevents the affected Service and no lawful alternative is reasonably available, either party may terminate that Service and section 22 applies.

12. Third-Party Services

12.1 Services may depend on Third-Party Services identified in the Order Form, documentation or subprocessor list.

12.2 Third-Party Services may be subject to their own technical limits, service changes, availability, data locations, acceptable-use requirements and end-of-life decisions. Where an upstream term materially affects your permitted use, we will identify it or make it reasonably available.

12.3 We are responsible for selecting and managing Third-Party Services with reasonable care where they form part of our supply. We are not responsible for an upstream event to the extent it was outside our reasonable control and we used reasonable efforts to mitigate its effect.

12.4 We may replace a Third-Party Service with a reasonably equivalent alternative. We will give reasonable notice where the replacement materially affects functionality, data location, security or Fees, except where an urgent security, legal or availability issue requires faster action.

12.5 You remain responsible for Third-Party Services that you select, contract for or control directly, including licences and charges payable directly to the supplier.

13. Data protection

13.1 Each party must comply with applicable data-protection law in relation to personal data it processes as controller.

13.2 Where we process personal data on your behalf as processor or subprocessor, the DPA applies.

13.3 Our privacy notice applies to personal information for which we independently determine the purposes and means, including account, billing, contact, security and business-administration information.

13.4 You must not submit special-category, criminal-offence or other high-risk personal data unless the Service is suitable for it, the Order Form or SOW permits it, and appropriate instructions and safeguards are documented.

13.5 Where a Service uses a third-party artificial-intelligence provider to process Customer Content, we will apply the data-handling controls stated in the applicable Service Schedule, Order Form and DPA. Unless expressly agreed otherwise, Customer Content is not used to train a general-purpose provider model.

14. Confidentiality

14.1 Confidential Information means information disclosed by or for a party that is marked confidential or that a reasonable person would understand to be confidential from its nature or circumstances. It includes non-public technical, security, commercial, financial and product information; credentials; source code; vulnerability information; Customer Content; and the non-public terms of an Order Form.

14.2 The receiving party must:

• use Confidential Information only to perform, receive, administer or enforce the Contract;
• protect it using at least reasonable care and no less care than it uses for similar information of its own;
• disclose it only to personnel, contractors, subprocessors and professional advisers who need it and are bound by confidentiality duties; and
• promptly notify the disclosing party of an unauthorised disclosure where legally permitted and reasonably practicable.

14.3 Confidentiality duties do not apply to information that the receiving party can demonstrate:

• is or becomes public without breach of duty;
• was lawfully known without restriction before disclosure;
• is lawfully received from a third party without confidentiality restriction; or
• is independently developed without using the Confidential Information.

14.4 A receiving party may disclose Confidential Information where required by law, court order or a competent authority. Where lawful, it will give advance notice and disclose only what is required.

14.5 Confidentiality duties continue for five years after the relevant disclosure or termination, whichever is later. Duties concerning trade secrets, credentials, unpublished vulnerabilities, personal data and information that remains confidential by its nature continue for as long as the information remains confidential or applicable law requires.

14.6 Neither party may use the other party’s name, logo or marks in publicity or a case study without prior written consent, except for accurate, non-promotional identification required by law.

15. Intellectual property

15.1 Each party retains ownership of intellectual property it owned or developed independently of the Contract.

15.2 The Customer retains ownership of Customer Materials. You grant us and our subcontractors a non-exclusive, worldwide licence during the Term to host, copy, transmit, adapt and otherwise use Customer Materials only as reasonably necessary to provide, secure, support and administer the Services, comply with documented instructions and meet legal obligations.

15.3 We retain ownership of Provider Materials, including reusable tools, frameworks, templates, libraries, methods, scripts, infrastructure code, know-how and general improvements, even where they are used to create a Deliverable.

15.4 Rights in a Deliverable are determined by the applicable Service Schedule and Order Form. Unless they expressly provide otherwise, after full payment we grant the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, modify and distribute the Deliverable internally and to its affiliates, personnel, advisers, contractors and service providers for the Customer’s business purposes.

15.5 The default licence in section 15.4 does not permit resale of a Deliverable as a standalone product, removal of third-party licence notices, or use of our brand as if the Customer were amber.systems.

15.6 If an Order Form identifies a Deliverable as an Assigned Deliverable, we assign to the Customer, on full payment, the intellectual property rights we own in the Customer-specific elements of that Deliverable. The assignment excludes Provider Materials and third-party materials. We grant the Customer the licence reasonably necessary to use embedded Provider Materials as part of the Assigned Deliverable.

15.7 Open-source and third-party components remain governed by their applicable licences. Nothing in the Contract reduces rights granted under an open-source licence.

15.8 We may use general skills, ideas, experience and know-how retained in unaided memory, provided we do not disclose Customer Confidential Information or personal data and do not copy Customer-specific protected expression.

15.9 If permitted use of a Deliverable or proprietary Service is finally alleged or determined to infringe a third party’s intellectual property right, we may, at our option:

• obtain the right for continued use;
• modify or replace the affected item so it is non-infringing without materially reducing agreed functionality; or
• terminate the affected item and refund prepaid Fees for the unused period or, for a one-off Deliverable, a reasonable proportion of the Fees paid for the unusable item.

This remedy does not apply to infringement caused by Customer Materials, Customer modifications, combination with an item we did not supply, use outside the Contract, or continued use after we provide a non-infringing replacement.

16. Warranties and disclaimers

16.1 Each party warrants that it has authority to enter into and perform the Contract.

16.2 We warrant that paid Services will be performed with reasonable care and skill and will materially conform to any express specification in the Order Form or SOW.

16.3 If you notify us within a reasonable time of a material breach of section 16.2, we will use reasonable efforts to reperform or correct the affected Service. If that is not reasonably possible, we will refund a reasonable proportion of the affected Fees. This does not limit a remedy that cannot lawfully be restricted.

16.4 You warrant that:

• you have all rights and permissions needed for Customer Materials and instructions;
• your use of the Services will comply with law, the AUP and third-party rights; and
• any testing, monitoring, interception, scanning or access you ask us to perform is properly authorised.

16.5 Except as expressly stated, and to the extent permitted by law, Services are provided as is and as available. We do not warrant uninterrupted or error-free operation, that all defects or vulnerabilities will be found or corrected, or that a result will meet an unstated requirement.

16.6 Free, trial, preview, experimental and beta features are provided for evaluation, may change or end without notice, and are not suitable for production or high-risk use unless we expressly agree otherwise.

17. Liability

17.1 Nothing in the Contract excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• breach of an obligation as to title that cannot lawfully be limited; or
• any other liability that cannot lawfully be excluded or limited.

17.2 Subject to section 17.1, neither party is liable for:

• indirect or consequential loss;
• loss of profits, revenue, anticipated savings, business, opportunity, contracts or goodwill; or
• punitive or exemplary damages,

whether arising in contract, tort including negligence, breach of statutory duty, misrepresentation or otherwise.

17.3 Section 17.2 does not exclude Fees properly due, reasonable costs of restoring data where the liable party’s breach directly caused loss and the affected party followed its contractual backup duties, or a liability expressly covered by section 17.5.

17.4 Subject to sections 17.1 and 17.5, each party’s total aggregate liability arising from an Order Form is limited to 100% of the Fees paid or payable under that Order Form during the 12 months immediately before the event giving rise to the first claim. If the affected Order Form has been in force for less than 12 months, the cap is the Fees paid or payable for its initial 12-month period.

17.5 Subject to section 17.1, each party’s aggregate liability for breach of section 14, breach of the DPA, failure to apply expressly agreed security measures, or infringement of the other party’s intellectual property rights is limited to 200% of the amount calculated under section 17.4.

17.6 The caps do not limit:

• the Customer’s obligation to pay Fees;
• liability under an express indemnity for a third-party claim arising from Customer Materials or the Customer’s unlawful use of a Service; or
• costs caused by unauthorised resource consumption, abuse or third-party charges that the Customer was contractually responsible for preventing.

17.7 For a free Service with no associated paid Order Form, our aggregate liability is limited to £100, subject to section 17.1.

17.8 The parties agree that the limitations reflect the Fees, allocation of responsibility, availability of insurance and ability to protect against loss. Each separate limitation is intended to be severable and reasonable.

17.9 A party must take reasonable steps to mitigate loss and must not recover more than once for the same loss.

18. Third-party claims

18.1 The Customer will indemnify us against a third-party claim, and reasonable costs finally awarded or agreed in settlement, to the extent the claim arises from:

• Customer Materials infringing intellectual property, privacy or confidentiality rights;
• the Customer’s unlawful or unauthorised use of a Service;
• security testing, interception or access that the Customer asked us to perform without sufficient authority; or
• the Customer’s material breach of the AUP.

18.2 An indemnified party must promptly notify the other party, allow reasonable control of the defence and settlement, and provide reasonable cooperation at the indemnifying party’s cost. No settlement may admit fault by or impose a non-monetary obligation on the indemnified party without consent, not to be unreasonably withheld.

19. Suspension

19.1 We may suspend all or part of a Service where reasonably necessary to:

• address an actual or suspected security incident or material vulnerability;
• prevent unlawful activity, abuse or harm;
• protect another customer, third party or infrastructure provider;
• comply with law or an authoritative request;
• perform urgent maintenance;
• respond to non-payment under section 9; or
• address a material breach that creates an immediate operational risk.

19.2 Where reasonably possible, we will give advance notice, explain the reason and limit suspension to the affected Service or functionality.

19.3 We will restore the Service when the reason is resolved and restoration is lawful and safe. We may charge reasonable remediation or reactivation costs caused by the Customer’s breach.

19.4 A suspension does not create a right to a refund where it results from the Customer’s breach, non-payment, instruction, system or use.

20. Term and renewal

20.1 A Contract begins on the effective date in the Order Form and continues for the stated Term.

20.2 If no fixed term is stated, the Contract continues month to month and either party may terminate it on 30 days’ written notice.

20.3 A fixed term renews only where the Order Form expressly provides for renewal. A renewal notice and any pricing change will be given as stated in the Order Form or, if not stated, at least 30 days before the renewal date.

20.4 We may change Fees for a rolling monthly Service on at least 30 days’ notice. A change does not alter Fees already committed for a fixed term unless the Contract permits pass-through of a tax, regulatory charge or third-party committed cost.

21. Termination

21.1 Either party may terminate an affected Contract immediately by written notice if the other party:

• commits a material breach that cannot be remedied;
• commits a remediable material breach and fails to remedy it within 14 days after written notice; or
• becomes subject to an insolvency event, to the extent termination on that ground is permitted by applicable insolvency law.

21.2 We may terminate an affected Contract on written notice where:

• Fees remain unpaid seven days after a suspension notice;
• continued supply would be unlawful or would create a material security risk that cannot reasonably be mitigated;
• an essential Third-Party Service is withdrawn and no reasonable alternative is available; or
• the Customer materially or repeatedly breaches the AUP.

21.3 We may terminate a free, trial, preview or beta Service at any time.

21.4 Termination for convenience is available only where the Order Form or section 20.2 provides it.

22. Consequences of termination

22.1 Termination does not affect accrued rights or amounts due.

22.2 The Customer must pay:

• Fees for Services supplied up to termination;
• committed, reserved or non-cancellable third-party costs;
• approved expenses; and
• any early-termination charge expressly stated in the Order Form.

22.3 Access rights and subscription licences end on termination. Perpetual licences already granted and paid for continue unless termination resulted from a breach that makes continued use unlawful.

22.4 Customer Content is returned, exported or deleted as stated in the applicable Service Schedule and DPA. Unless another period is specified, the Customer may request a standard export during the Term or within 30 days after termination, after which we may delete the content from active systems. Backup copies expire through ordinary cycles and remain protected and beyond routine use until deletion.

22.5 We may retain information required by law or reasonably necessary for accounting, fraud prevention, dispute resolution, security, compliance or legal claims.

22.6 Sections concerning confidentiality, intellectual property, liability, accrued payment, data protection, dispute resolution and any provision intended by its nature to survive will continue.

23. Force majeure

23.1 Neither party is liable for delay or failure caused by an event outside its reasonable control, excluding payment obligations for Services already supplied or committed.

23.2 The affected party must notify the other where reasonably practicable and use reasonable efforts to reduce the effect.

23.3 If a force-majeure event materially prevents a Service for more than 60 consecutive days, either party may terminate the affected Service on written notice. The Customer remains liable for completed work and unavoidable committed costs.

24. Relationship and personnel

24.1 The parties are independent contractors. The Contract does not create a partnership, joint venture, fiduciary relationship, agency or employment relationship.

24.2 Neither party may bind the other except where expressly authorised in writing.

24.3 We are responsible for remuneration, taxes and employment obligations relating to our personnel.

25. Changes to online documents

25.1 A negotiated or fixed contractual version changes only by written agreement, except where the Contract expressly permits an update.

25.2 For a rolling online Service, we may update these General Terms or a Service Schedule on at least 30 days’ notice. If a change materially disadvantages the Customer, the Customer may terminate the affected rolling Service before the change takes effect without an early-termination charge.

25.3 We may update the AUP, security policy, documentation and operational controls more quickly where reasonably necessary for security, law, abuse prevention, interoperability or a Third-Party Service change. We will not use an operational update to materially remove a core paid feature or retrospectively make previously authorised conduct a breach.

25.4 Subprocessor changes are governed by the DPA.

26. Notices

26.1 Contractual notices must be in writing and sent to the email address in the Order Form. Notices to us may also be sent to hello@amber.systems.

26.2 A notice sent by email is deemed received on the next Business Day after sending, unless the sender receives a delivery failure.

26.3 Routine support messages, automated alerts and invoices are not formal notices unless they clearly state otherwise.

26.4 Publication of an email address does not constitute agreement to accept service of legal proceedings by email. Proceedings may be served at the registered office or as permitted by procedural law.

27. General legal terms

27.1 Entire agreement. The Contract is the entire agreement about its subject matter and replaces previous proposals, discussions and representations, without excluding liability for fraud.

27.2 Non-reliance. Each party confirms that it has not relied on a statement not recorded in the Contract, except that this does not limit liability for fraudulent misrepresentation.

27.3 Assignment. The Customer may not assign the Contract without our prior written consent, not to be unreasonably withheld for an assignment to an affiliate or successor with adequate financial and operational capability. We may assign it to an affiliate or successor as part of a reorganisation, financing, merger, acquisition or transfer of business, provided this does not materially reduce the Customer’s rights.

27.4 Subcontracting. We may subcontract performance, subject to our obligations under the Contract and DPA.

27.5 No waiver. Delay or failure to enforce a right does not waive it.

27.6 Severability. An invalid or unenforceable provision will be modified to the minimum extent necessary or, if that is not possible, deleted. The remaining provisions continue.

27.7 Third-party rights. A person who is not a party has no right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999, except that an indemnified person may enforce an express indemnity in its favour.

27.8 Further assurance. Each party will sign and do anything reasonably necessary to give effect to an agreed assignment or licence, at the requesting party’s reasonable cost.

27.9 Counterparts and electronic acceptance. A Contract may be signed in counterparts and accepted using electronic signatures or clickwrap. Each counterpart and acceptance record forms part of the same agreement.

28. Disputes, law and jurisdiction

28.1 Before starting court proceedings, a party must give written notice describing the dispute and allow at least 14 days for senior representatives to try to resolve it, unless urgent injunctive relief, a limitation deadline, debt recovery or a security incident makes delay unreasonable.

28.2 The Contract and any non-contractual dispute arising from it are governed by the law of England and Wales.

28.3 The courts of England and Wales have exclusive jurisdiction.

29. Contact and company information

• Legal name: amber systems ltd
• Trading name: amber.systems
• Company number: 17349587
• Registered office: Unit A, 82 James Carter Road, Mildenhall, Bury St Edmunds, IP28 7DE, United Kingdom
• Email: hello@amber.systems
• Telephone: 01223 230001