Important Riviera

Important Information

Riviera Insurance

SaaS Agreement

Software-as-a-Service Agreement

This Software-as-a-Service Agreement (“Agreement”) is made and entered into on 21.03.2023 (“Effective Date”), by and between Bespoke InsurTech, with a registered office at 8 Orchid Way, Torquay, TQ2 8GR (“Provider”) and Riviera Insurance Services Limited, with a registered office at 234-236 Union Street, Torquay, TQ2 5QS (“Customer”).

1. Definitions

1.1 “Software” means the software provided by the Provider, including the user-controlled dashboard that allows the Customer to change pricing in real-time, update policy documents, view live stats and demo pricing changes.

1.2 “Service” means the Software-as-a-Service provided by the Provider to the Customer.

2. Service

2.1 The Provider hereby grants the Customer a non-exclusive, non-transferable right to access and use the Service during the Term (as defined below).

2.2 The Customer shall have the right to use the Service solely for its internal business purposes and shall not resell or otherwise provide access to the Service to any third party.

2.3 The Provider shall use commercially reasonable efforts to make the Service available to the Customer at all times during the Term, subject to reasonable downtime for maintenance and upgrades.

3. Fees

3.1 The Customer shall pay the Provider the fees set forth in Exhibit A, which is attached hereto and incorporated by reference.

3.2 The fees shall be due and payable within 30 days of the invoice date.

3.3 In the event of any dispute regarding the fees, the parties shall work in good faith to resolve the dispute.

4. Confidentiality

4.1 Each party agrees to keep confidential all information received from the other party that is designated as confidential or that should be reasonably understood to be confidential based on the nature of the information and the circumstances surrounding its disclosure.

4.2 The Customer acknowledges and agrees that the Software contains trade secrets of the Provider and that the unauthorized use or disclosure of the Software could cause irreparable harm to the Provider.

5. Intellectual Property

5.1 The Provider owns all right, title, and interest in and to the Software, and the Customer shall not acquire any ownership interest in the Software under this Agreement.

5.2 The Customer acknowledges and agrees that the Software is protected by intellectual property laws and that any unauthorized use or reproduction of the Software is strictly prohibited.

6. Term and Termination

6.1 This Agreement shall commence on the Effective Date and shall continue for a indefinity period (“Term”), unless earlier terminated as provided herein.

6.2 Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receipt of written notice thereof.

6.3 Upon termination of this Agreement for any reason, the Customer shall immediately cease all use of the Software.

7. Limitation of Liability

7.1 In no event shall either party be liable to the other party for any special, indirect, incidental, punitive, or consequential damages arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, even if such party has been advised of the possibility of such damages.

7.2 The maximum liability of either party to the other party under this Agreement shall not exceed the total fees paid by the Customer to the Provider during the six-month period immediately preceding the event giving rise to such liability.

8. General

8.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, understandings, or agreements, whether written or oral, with respect to the subject matter hereof.

8.2 This Agreement may not be amended or modified except in writing signed by both parties.

8.3 This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without giving effect to any choice of law or conflict of law provisions.

8.4 Any disputes arising out of or related to this Agreement shall be resolved through arbitration in accordance with the rules of the United Kingdom Arbitration Association.

8.5 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Bespoke InsurTech:

 

[Name and Title]

Riviera Insurance Services Limited:

 

[Name and Title]

Bespoke InsurTech