Blink Services Terms & Conditions

1.2 In this Agreement:

(a) reference to including or any similar terms in this Agreement will be treated as being by way of example and without limitation, and will not imply the exclusion of other words not specifically mentioned;

(b) reference to any legislation will be to that legislation as amended, extended, or re-enacted from time to time and to any subordinate provision made under that legislation; and

(c) a reference to writing or written includes e-mail.

2. COMMENCEMENT AND DURATION

Free Trials

2.1 Customer may be permitted to access some or all of the Services by way of a Free Trial. In such case, the Free Trial will commence on the Commencement Date and continue for duration of the Free Trial unless terminated by either party for any reason (or no reason) at any time during the Free Trial.

2.2 On the expiry of the Free Trial, Customer’s access to the Services will immediately cease and this Agreement will automatically terminate. If such access continues without payment, all relevant terms of this Agreement will continue in full force and effect.‍

Term

2.3 Customer may choose to enter a paid-for Agreement with Blink via the admin panel at any time during the Free Trial or before its expiry. In which case the Free Trial will automatically terminate and a new Agreement will be entered between the parties from the date on which that upgrade is made in the admin panel (also known as the Commencement Date).

2.4 This Agreement begins on the Commencement Date and will continue for the Initial Term and then automatically renew for successive periods of equal length to the Initial Term (each a “Renewal Term”) unless either party:

(a) gives the other at least 30 days’ written notice not to renew before the end of the then-current term, in which case this Agreement will terminate at the end of such term; or

(b) terminates this Agreement in accordance with clause 15.

3. BLINK ACCESS

3.1 Blink grants to Customer a non-exclusive, non-transferable right to permit:

(a) Registered Users to access and use the Blink Apps, APIs, Integrations and Add-on Features; and

(b) Admin Users to use and access the “admin panel” in the Blink Apps,

for Customer’s internal business operations and in connection with the receipt of the Services.

3.2 Blink may amend the Blink Apps, Blink APIs and Documentation from time to time, provided such amendments do not materially impact the functionality, performance or security of the Blink Apps. Following amendments to the Blink Apps, Blink may ask Registered Users to update the Blink Apps to continue to access the Services. If Registered Users choose not to install the updates to the Blink Apps or if they opt out of automatic updates, then such Registered Users may not be able to use the latest features and functionality of the Blink Apps. In such circumstances, Customer agrees that Blink will not be liable for any failure of such Registered Users to access and use the Services.

3.3 Customer acknowledges and agrees that Blink owns all Intellectual Property Rights in the Services, including any functionality, interfaces, content, software or deliverables requested by Customer.

3.4 If Customer uses Blink Assist, inputs and outputs remain owned by Customer. Inputs and outputs are not (i) used by Azure to feed its LLM model or (ii) shared with third parties. Blink Assist can be disabled on request to Blink. Visit https://helpdesk.joinblink.com/en/articles/7936598-blink-assist for details.

3.5 If Blink is providing a white-labelled version of the Blink Apps and needs access to Customer’s Apple App Store or Google Play developer account to do so, the App Developer Account Access Requirements found at https://www.joinblink.com/app-developer-account-access-requirements will apply.

4. ADDITIONAL SERVICES

If Customer requests Additional Services, Blink will prepare a draft Statement of Work. Customer and Blink must agree the terms of such Statement of Work and it must be signed by both parties before Blink commences the relevant Additional Services.

5. MICRO-APPS, THIRD PARTY Services and integrations

5.1 Blink (if agreed with Customer), Customer and/or a third party may from time to time create, provide or otherwise make available:

(a) Micro-Apps and associated Integrations; and/or

(b) Integrations with Third-Party Services.

The terms found at https://www.joinblink.com/micro-apps-integrations-third-party-services govern any such Micro-Apps, Third-Party Services and Integrations.

6. BLINK’S OBLIGATIONS

6.1 Blink warrants that:

(a) it has the right, power and authority to enter into this Agreement;

(b) the Services will be provided materially in accordance with any relevant Documentation; and

(c) it has and will maintain all licences, consents and permissions necessary for the performance of its obligations under this Agreement.

6.2 Blink will:

(a) perform its obligations in compliance with reasonable skill and care, all applicable laws and regulations and Good Industry Practice;

(b) use commercially reasonable efforts to make the Blink Apps available 99.9% of the time except in instances of planned maintenance (carried out during such times which are notified to Customer) or unscheduled maintenance;

(c) implement and maintain appropriate policies and procedures to prevent introducing any Viruses, Vulnerabilities or other forms of malicious code into Customer’s network and information technology systems; and

(d) not infringe any Intellectual Property Rights, privacy or other rights of any person.

6.3 If Blink fails to comply with this clause 6 it will promptly work to rectify such failure. The warranties and obligations in this clause 6 will not apply to the extent any failure is caused by:

(a) Customer's breach of this Agreement;

(b) Customer’s or any Registered User’s use of the Blink Apps contrary to Blink's reasonable written instructions;

(c) modification or alteration of the Blink Apps by Customer or any Registered Users; or 

(d) Customer’s or any Registered User’s other acts or omissions.

7. DISCLAIMERS

7.1 Except as expressly provided in this Agreement, the Services are provided “as is”. To the extent permitted by law, Blink disclaims all other conditions, warranties, representations, undertakings or other terms.

7.2 Blink will not be liable should any Registered User’s use of the Services outside of their normal working hours constitute overtime or any breach of applicable employment laws and regulations.

7.3 Blink does not warrant, represent, undertake or agree that:

(a) the use of the Services will meet any specific requirements or expectations unless expressly stated in a Statement of Work; or

(b) the Services will be uninterrupted, secure, available at any particular time or error-free.

8. CUSTOMER'S OBLIGATIONS

8.1 Customer will use all reasonable efforts not to store, distribute or transmit any Virus, material, information, content or data (including Customer Data) through the Services or create Micro-Apps or Integrations that:

(a) infringes any Intellectual Property Rights, privacy or other rights of any person;

(b) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images or is otherwise objectionable or prohibited;

(c) is false or misleading; or

(d) may cause damage or injury to any person or property.

8.2 Customer must not:

(a) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Services;

(b) access, develop, supply or market all or any part of the Services to build a product or service which replicates, competes with or is substantially similar to any part or parts of the Services;

(c) attempt to undertake any security testing of the Services without Blink’s prior written consent;

(d) use the Services to provide services to third parties or permit or facilitate any third party to access or use the Services;

(e) employ any method to pool connections or reduce the number of devices or users that directly access or use the Services (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling');

(f) attempt to exceed or circumvent any express or implied limitations on use of the Services, including the number of calls to the Blink APIs, storage and data enrichment functionality;

(g) use the Services in a way that could damage, disable, overburden, impair or compromise the system or security of Blink or any Third-Party Services or interfere with other users;

(h) unless for the purpose of an Integration, or otherwise expressly permitted by Blink in writing, create internet “links” to the Services, or “frame” or “mirror” the contents of the Blink Apps;

(i) remove any proprietary notices or labels from any part of the Services;

(j) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of the Services;

(k) access any undocumented API owned or controlled by Blink or access or use Blink APIs other than in accordance with the Documentation; or

(l) use the Blink APIs for the purpose of monitoring the availability, performance or function of the Services or gathering any insights into the Services in any respect (including for benchmarking).

8.3 Customer will:

(a) use commercially reasonable efforts to prevent any unauthorised access to or use of the Blink Apps and Blink APIs and will promptly notify Blink in writing of any such access or use;

(b) provide Blink with all reasonable co-operation in relation to this Agreement and access to information reasonably required by Blink to provide the Services;

(c) maintain sufficient licences to any third-party software operated using or in conjunction with the Services;

(d) be solely responsible for ensuring that its security systems and settings, and other plug-ins or applications, do not interfere with access and use of the Services;

(e) promptly take all steps to remove content from the Services which breaches the terms of this clause 8 or the Acceptable Use Policy or which Blink requests to be removed

(f) comply with all applicable laws and regulations with respect to its activities under this Agreement; and

(g) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.

8.4 Customer warrants and represents that:

(a) the person requesting to receive the Services online or via the admin panel is authorised by the Customer to enter the Agreement on its behalf; and

(b) it will use the Services strictly for internal business purposes and not for any other purpose. Blink will not be liable for any non-permitted use of the Services.

8.5 On reasonable notice, Blink may audit Customer's compliance with this clause 8 by any lawful and technical means. Customer will provide all reasonable assistance and information to Blink necessary to establish that the Services are only being accessed and used in accordance with this Agreement.

8.6 On reasonable notice, Blink may remove Customer Data which breaches this clause 8 and Blink will have no liability for any legitimate removal.

9. REGISTERED USERS AND ADMIN USERS

9.1 In relation to Registered Users and Admin Users (as applicable):

(a) Customer is responsible for maintaining the list of Allocated Users, which includes those who are Registered Users and those specified as Admin Users. The list of Allocated Users can be found in the “admin panel” section of the Blink Apps;

(b) all restrictions set out in this Agreement which apply to Customer (including those set out in clause 5 and 8) apply to Registered Users. Customer will use all commercially reasonable efforts to ensure that Registered Users comply with these restrictions and the Acceptable Use Policy;

(c) Customer will be responsible for any breaches and/or acts and omissions of any Registered User as if committed by Customer itself;

(d) Customer will not allow any Registered User account to be used by more than 1 individual; and

(e) Customer will use all commercially reasonable efforts to ensure that Registered Users keep their log-in details confidential and secure.

9.2 A Registered User may choose to end their access to the Blink Apps or may have their access terminated, e.g. if they leave Customer’s employment. Customer may disable such Registered User’s access and redeploy the relevant User Subscription to a new Allocated User for no additional fees.

9.3 Where the number of User Subscriptions is below the Licence Entitlement for any reason, there will be no reduction or refund of Subscription Fees unless otherwise agreed by the parties in writing.

9.4 If Customer wishes to purchase more User Subscriptions, Customer will notify Blink in writing. Blink will send an invoice for payment within 30 days of the invoice date for Subscription Fees relating to the additional User Subscriptions (calculated on a pro-rata basis using Customer’s then-current Subscription Fee paid for during the online sign-up process or purchased via the admin panel). The increased User Subscriptions will be applicable for the rest of the Term. The parties may agree in writing to decrease the Licence Entitlement for subsequent Renewal Terms.

9.5 Blink will monitor Customer’s usage of the Services to verify that Customer is not exceeding the Licence Entitlement. If the Licence Entitlement has been exceeded, Blink may: 

(a) send an invoice for payment within 30 days of the invoice date to Customer for the relevant Subscription Fees relating to the additional User Subscriptions (calculated on a pro-rata basis using Blink’s then prevailing standard fees); or

(b) require the Customer to increase the License Entitlement via the admin panel and pay for such increase immediately. 

The Licence Entitlement and Subscription Fees will then be updated to reflect the excess usage for the remainder of the Term

10. FEES AND PAYMENT TERMS

10.1 Customer will pay the Fees to Blink in accordance with this clause 10, the online sign up request as confirmed by Blink via email or the agreement made via the admin panel and any Statement(s) of Work. Unless otherwise agreed in writing, Subscription Fees and Add-on Subscription Fees are payable either annually or monthly in advance (as chosen by Customer during the online sign-up process and confirmed by Blink via email or agreed via the admin panel) and Additional Services Fees are payable in full in advance.

10.2 Blink may not require payment for as long as Customer is in in a Free Trial or is otherwise permitted to gain access to some of the Services. Customer does not have the right to a Free Trial and Blink may start and end any Free Trial at its sole discretion. There can only be one Free Trial per Customer.

10.3 Payment is due immediately upon the Commencement Date (other than in the case of a Free Trial), and Customer is obliged to settle all invoices or requests for payment immediately. If Customer submits payment details for a credit card, debit card, direct debit or other a similar payment method (collectively, “CreditCard”) to Blink, it authorises Blink to automatically charge the Credit Card, including any applicable taxes, to settle any outstanding invoices, including Fees for any Renewal Terms. Customer acknowledges that certain Credit Cards may charge foreign transaction fees or other charges which will be Customer’s responsibility to pay.

10.4 All sums due to Blink under or in relation to this Agreement are exclusive of any applicable sales taxes which will be charged in addition in accordance with applicable laws and regulations.

10.5 Applicable law or regulation may require Customer to withhold or deduct a portion of any payment to Blink under this Agreement. If this applies and Blink cannot recover the deducted amount for any reason, the payment due to Blink will be increased so that Blink receives the full amount it would have received without the withholding or deduction.

10.6 If Customer fails to make any payment in accordance with this Agreement or any payment, including by Credit Card, fails, Blink may:

(a) charge on the overdue amount from the due date until payment, whether before or after judgment. Interest will accrue daily at 3% per annum above the Bank of England base rate from time to time; and/or

(b) suspend Customer's and Registered Users' access to and use of the Services in accordance with clause 15.4(a).

11. CUSTOMER DATA, USAGE AND FEEDBACK

11.1 Customer will own all Customer Data. Customer will at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data. Customer will ensure that its and Registered Users’ use of Customer Data does not infringe the rights of any third parties.

11.2 Customer grants to Blink and its affiliates (to the extent that its affiliates require such licence to perform any obligations under this Agreement) a licence to use Customer Data to the extent necessary for the provision of the Services.

11.3 Customer agrees that Blink may use Customer Data on an anonymous and aggregated basis for Blink’s internal operational, analytical and service improvement purposes. Such anonymised and aggregated data will be owned by Blink on creation. However, Blink is prohibited from selling, licensing or commercially exploiting the anonymised and aggregated Customer Data.

11.4 Blink may also collect and analyse other data and information relating to the provision, use and performance of the Services and related systems and technologies (“Usage Data”). Usage Data is not considered Customer Confidential Information and will be owned by Blink on creation.

11.5 Customer may provide Blink with feedback relating to the Services (“Feedback”). Blink can use this Feedback to improve its products and services without any obligation to Customer. Feedback is not considered Customer Confidential Information and will be owned by Blink on creation.

11.6 Blink and Customer will comply with their obligations in the Data Protection Agreement.

11.7 Blink will not be responsible for any loss, destruction, alteration or disclosure of Customer Data (including personal data) caused by Customer, its Registered Users, Customer's affiliates or any third party (except for third parties sub-contracted by Blink).

12. CONFIDENTIALITY

12.1 During the Term and for 3 years after the termination of this Agreement, each party will:

(a) maintain the confidentiality of all Confidential Information shared by the other party;

(b) not disclose, copy or modify Confidential Information without the disclosing party’s prior written consent;

(c) only use Confidential Information in connection with its performance of this Agreement;

(d) promptly notify the other party upon becoming aware of any breach of confidentiality; and

(e) promptly destroy or erase any Confidential Information it holds upon the disclosing party’s written request or on termination of this Agreement, except if required by legal or regulatory obligations to retain copies of Confidential Information (which must then be securely stored in archival back-up systems and remain subject to this Agreement’s terms until destroyed).

12.2 Each party may disclose Confidential Information to its affiliates, employees, consultants or contractors (“Permitted Recipients”) on a need-to-know basis who are bound in writing to confidentiality obligations similar to the terms of this Agreement. Each party is liable to the other for all acts or omissions of its Permitted Recipients which would constitute a breach of this Agreement if the Permitted Recipient were a party to it.

12.3 Each party may disclose Confidential Information if required by applicable law or court order, provided they notify the disclosing party as soon as possible (if legally permitted) and take reasonable steps to limit disclosure.

12.4 The parties agree that damages alone would be insufficient in the event of a breach of the provisions of this clause 12. The disclosing party may seek an injunction or other interim remedy for any threatened or actual breach of this clause 12 by the receiving party. This is without prejudice to any other rights and remedies which the disclosing party may have.

13. INDEMNITIES

13.1 Customer will indemnify, keep indemnified and hold Blink harmless against any and all damages, claims, actions, proceedings, losses, reasonable costs (including court and legal fees) and expenses suffered or incurred by Blink arising out of or in connection with:

(a) Customer's or Registered Users' use or misuse of the Services in breach of this Agreement. This includes regulatory fines imposed on Blink in respect of harmful or illegal content uploaded by Customer or its Registered Users;

(b) any claim by a third party against Blink that Customer Data received or used by Blink infringes their Intellectual Property Rights, privacy or other rights; and

(c) Customer or any Registered User’s breach, infringement or misappropriation of Blink’s Intellectual Property Rights.

13.2 Subject to clause 13.5, Blink will indemnify, keep indemnified and hold Customer harmless against any and all damages, claims, actions, proceedings, losses, reasonable costs (including court and legal fees) and expenses suffered or incurred by Customer arising out of or in connection with:

(a) any claim by a third party against Customer that use by Customer of the Services infringes their Intellectual Property Rights; and

(b) Blink’s breach, infringement or misappropriation of Customer’s Intellectual Property Rights.

13.3 The indemnities listed in clauses 13.1 and 13.2 above are subject to the following:

(a) the indemnified party must give the indemnifying party prompt notice of any actual or threatened claim;

(b) the indemnified party must not admit any liability or agree to any settlement or compromise of a claim without the prior written consent of the indemnifying party (such approval not to be unreasonably withheld, delayed or conditioned);

(c) the indemnifying party may assume exclusive conduct of the claim provided that it will obtain the indemnified party's prior written approval of any settlement terms (such approval not to be unreasonably withheld, delayed or conditioned);

(d) at the indemnifying party’s request and expense, the indemnified party must give the indemnifying party all reasonable assistance in connection with the conduct of the claim; and

(e) the indemnified party must take all reasonable steps to mitigate its liabilities.

13.4 If a claim is made, or in Blink’s reasonable opinion is likely to be made against Customer pursuant to clause 13.2, Blink may at its option and expense:

(a) secure Customer’s right to continue using the Services;

(b) modify or replace the infringing part of the Services to avoid the infringement or alleged infringement, provided it does not materially adversely affect the functionality of the Services; or

(c) terminate this Agreement immediately on written notice to Customer.

13.5 Under no circumstances will Blink be liable to Customer under this clause 13 to the extent that the infringement or alleged infringement is based on:

(a) any changes, modifications, updates or enhancements made to the Services other than as authorised by Blink;

(b) any use of the Services by Customer or its Registered Users in a manner contrary to Blink's reasonable instructions or in breach of this Agreement;

(c) Customer's or its Registered Users' use of the Services after notice of, or becoming aware of, the actual or threatened claim; or

(d) any open-source software forming part of the Services.

This clause 13 sets out each party’s entire liability to the other in connection with third-party claims for infringement of Intellectual Property Rights, and is each party’s sole and exclusive remedy for the same.

13.6 This clause 13 outlines each party’s entire liability to the other in connection with third party claims for infringement of Intellectual Property Rights and shall be each party’s sole and exclusive remedy in that regard.

14. LIMITATION OF LIABILITY AND INSURANCE

14.1 Neither party’s liability for any of the following is excluded or limited:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) the indemnities under clause 13 (Indemnities);

(d) a breach of clause 12 (Confidentiality). For the purposes of this clause, “Confidential Information” excludes personal data, which is instead governed by clause 14.5; or

(e) any other liability that cannot be excluded or limited by law.

14.2 Neither party will be liable for any:

(a) direct or indirect loss of profits, loss of business, loss of savings, depletion of goodwill or similar losses, pure economic loss, or any loss or corruption of data or information; or

(b) special, indirect or consequential losses of any kind, whether or not the other party was advised of the possibility of such loss.

14.3 Blink will not be liable for any losses, claims, damages, costs or expenses due to errors or omissions in information or instructions provided by Customer or Registered Users, or actions taken by Blink based on either of their directions. This exclusion will not apply if Blink, following Good Industry Practice, should have reasonably known not to perform such actions.

14.4 Subject to clauses 14.1, 14.2, 14.3 and 14.5 and excluding Customer’s payment obligations, each party’s total aggregate liability to the other party however arising under or in connection this Agreement is limited to the Subscription Fees paid or payable by Customer to Blink in the contract year in which the first event giving rise to the claim arises.

14.5 Subject to clauses 14.1, 14.2 and 14.3, Blink’s total aggregate liability to Customer for breaches of the Data Protection Agreement is limited to 3 times the Subscription Fees paid or payable by Customer to Blink in the contract year in which the first event giving rise to the claim arises.

14.6 Each party will use all reasonable efforts to mitigate its losses.

14.7 Blink will take out and maintain the insurance policies set out below with a reputable insurer:

(a) professional indemnity insurance with no less than £5,000,000 (five million pounds sterling) cover in the aggregate for all claims by its customers in any one year; and

(b) cyber security insurance (including for data breaches) with not less than £5,000,000 (five million pounds) cover in the aggregate for all claims by its customers in any one year.

15. TERMINATION AND SUSPENSION

15.1 Either party may terminate this Agreement immediately on written notice to the other if the other party:

(a) fails to pay any amount due under this Agreement on the due date for payment and remains in default following a period of 30 days from being notified in writing to make such payment;

(b) materially breaches any part of this Agreement and is unable to remedy such breach within 30 days of being notified in writing to do so by the non-breaching party; or

(c) becomes subject to insolvency, bankruptcy, administration, receivership or another similar event.

15.2 If this Agreement is: (i) not renewed by Customer at the end of the Initial Term, (ii) terminated by Customer under clause 15.1, or (iii) terminated by Blink under clause 13.4(c), Customer will receive a pro-rata refund of the Subscription Fees paid in advance that relate to the period after the date of termination or non-renewal. If this Agreement is terminated for any other reason, any Fees due to Blink will remain payable and any Fees already paid will be non-refundable.

15.3 On termination of this Agreement for any reason:

(a) Customer and the Registered Users will immediately cease all access to and use of the Services. Customer will use commercially reasonable efforts to ensure each Registered User deletes or removes the Blink Apps from any of its devices;

(b) where Blink has been granted access to any Customer app developer account under clause 3.5, all associated access rights, permissions and authorisations will cease immediately;

(c) Blink will make no further use of Customer Data unless explicitly permitted under the terms of this Agreement. Unless otherwise required by applicable law, Blink will destroy or permanently delete Customer Data in its possession following the expiry of 30 days after termination;

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination which existed at or before the date of termination will not be affected; and

(e) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(f) clauses 3.3, 3.4, 7, 10 to 17 inclusive and any other provisions which are necessary for the interpretation or enforcement of this Agreement shall continue in force notwithstanding termination.

15.4 On written notice, Blink may immediately suspend Customer's and its Registered Users' right to use and access the Services or the affected part of the Services if:

(a) Customer has failed to pay any undisputed amount by the due date for payment and remains in default following a period of 14 days from being notified in writing to make payment; or

(b) Customer's or any Registered User’s use of or access to the Services: (i) is in breach of this Agreement or any other agreement for software used on or in conjunction with the Services, (ii) poses a security risk to Blink, the Services or any third party, (iii) may adversely impact availability or performance of the Blink Apps, Blink APIs, any Blink software or systems, or software of any other Blink customer, (iv) may subject Blink or any third party to any liability, or (v) may be fraudulent.

Blink will reinstate suspended Services without delay once it confirms the cause of the suspension has been resolved. Blink may immediately terminate this Agreement on written notice without liability to Customer if the cause of the suspension persists for over 30 days.

16. MISCELLANEOUS

16.1 Third-Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. 

16.2 Force Majeure. Blink is not liable to Customer and will not be in breach of this Agreement for any delays or failures in its performance resulting from an event beyond its reasonable control (“Force Majeure Event”) provided (i) Customer is notified of the Force Majeure Event and its expected duration, and (ii) Blink uses reasonable efforts to mitigate the effects of the Force Majeure Event. If a Force Majeure Event continues for 60 days or more, either party may immediately terminate this Agreement by providing 30 days’ written notice to the other.

16.3 No Waiver. No delay or failure by a party to exercise any right or remedy under this Agreement will prevent the future exercise of any such right or remedy.

16.4 Severance. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain valid and enforceable.

16.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter. It replaces and extinguishes all prior agreements, collateral warranties, collateral contracts, statements, representations, and undertakings made by or on behalf of the parties, whether oral or written, in relation to that subject matter.

16.6 Variation. Blink may modify the terms of these Blink T&Cs from time to time by updating the contents on the relevant page of its website or by direct written notice to Customer. If a modification is material, as reasonably determined by Blink in its sole discretion, then Blink will make commercially reasonable efforts to notify the Customer of the change. Continued use of Services after the expiry of the notice period will constitute acceptance of the new Blink T&Cs.

16.7 Notices. Any notice required to be given under this Agreement will be in writing in English and will be delivered:

(a) via email to Blink at legal@joinblink.com; or

(b) via email to Customer with the details provided during the online sign-up process or submitted in the admin panel,

or such other email addresses as may have been notified in writing by either party. This clause will not apply to the service of legal proceedings.

16.8 Announcements. Customer hereby consents to the promotional activities set out in Schedule 1. Blink will pay all costs associated with each activity. Any additional use of Customer’s name or brand insignia will be subject to the prior written consent of the Customer (such consent not to be unreasonably withheld, delayed or conditioned).

16.9 Assignment. Neither party can assign or transfer its rights or obligations under this Agreement without the other party's written consent, except to an affiliate or successor-in-title to its business.

16.10 No partnership or agency. Nothing in this Agreement is intended to (i) create a partnership or legal relationship of any kind that would make one party liable for the other party’s acts, or (ii) authorise either party to act as agent for or to enter into any commitments for or on behalf of the other.

16.11 Conflicts. In case of any conflict between the provisions of this Agreement, the following order of priority will apply:

(a) Blink T&Cs;

(b) Data Protection Agreement;

(c) any Statement of Work; and

(d) any other applicable terms.

16.12 Counterparts. This Agreement may be executed in multiple counterparts and via electronic signature, each of which constitutes an original, and all of which together constitute one agreement.

16.13 Law and Jurisdiction. If Customer’s registered address is in:

(a) EMEA, this Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes) shall be governed by the laws of England and Wales and the courts of England will have exclusive jurisdiction to settle any disputes;

(b) AMS, this Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes) shall be governed by the laws of New York and the federal and state courts of New York will have exclusive jurisdiction to settle any disputes; or

(c) APAC, this Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes) shall be governed by the laws of New South Wales and the courts of New South Wales will have exclusive jurisdiction to settle any disputes.