GENERAL TERMS OF USE
SUBJECT TO THE SEPARATE MUTUAL AGREEMENT OF COMMERCIAL TERMS BETWEEN FENESTRA AND THE CLIENT, THE SIGNATURE BY BOTH PARTIES ON A BINDING LEGAL AGREEMENT (“THE AGREEMENT”) REFLECTING THOSE COMMERCIAL TERMS AND THESE GENERAL TERMS OF USE, ONGOING RECEIPT OF THE FEES, AND CLIENT’S COMPLIANCE WITH THE TERMS OF THE AGREEMENT, FENESTRA WILL PROVIDE THE SERVICES, AND WILL GRANT TO THE CLIENT A NON-EXCLUSIVE, ROYALTY FREE LICENCE TO ACCESS AND USE THE PLATFORM, AND PERMIT ITS AUTHORISED USERS TO ACCESS AND USE THE PLATFORM, IN ACCORDANCE WITH THE PERMISSIONS, RESTRICTIONS AND OTHER DETAILS SET OUT IN THE AGREEMENT, SOLELY FOR THE CLIENT'S OWN BUSINESS PURPOSES.
1.	FENESTRA'S OBLIGATIONS AND WARRANTIES
1.1.	Fenestra shall perform the Services with reasonable skill and care using good industry practice. Fenestra warrants and represents that it has full right, power and authority to enter into a legal Agreement, it has all the rights, licences, permits, approvals and clearance of third-party rights as are necessary to perform its obligations and grant the relevant rights under a legal Agreement and that the Platform, Services and associated documentation will, to the best of its knowledge, contain nothing that infringes the statutory, common law, or intellectual property rights of any third party. In the event that Fenestra contracts with other third-parties to enable them to access certain elements of the Platform, Fenestra will not be responsible for the supply, accuracy or timeliness of third-party originated data, or for any third-party acts or omissions. All other conditions, warranties or terms which might have effect between the parties or be implied or incorporated into an Agreement whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law.
2.	CLIENT'S OBLIGATIONS AND WARRANTIES
2.1.	The Client shall ensure that all data, materials or other information supplied or used by the Client in whatever form in connection with the Services or otherwise inputted into the Platform by or for the Client is true and accurate and will provide Fenestra with all necessary co-operation in relation to any Services provided including the provision of data that it holds or has access to that is directly relevant. The Client shall not provide access to the Platform other than to its authorised users and will be responsible for all activities that occur under the Client's account.
2.2.	The Client warrants and represents that it has full right, power and authority to enter into an Agreement and it has all the rights, licences, permits, approvals and clearance of third-party rights necessary to perform its obligations under an Agreement.
2.3.	The Client shall not and shall not permit any third party to attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Platform except to the extent expressly set out in an Agreement; or attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or access the Platform in order to build a product or service which competes with the Platform and/or the Services; or resell, sublicense or otherwise use the Platform or Services to provide services to third parties.
3.	DATA PROTECTION 
	In connection with its supply of the Services Fenestra may be required to process personal data on behalf of the Client. In such circumstances the parties will each comply with the Data Processing Policy that is available at http://www.fenestra.io/DataProcessingSchedule.
4.	INTELLECTUAL PROPERTY RIGHTS 
	The Client acknowledges that Fenestra own the Platform, Services, associated documentation, usage, statistical or other data, information, learnings or know how related to and/or derived from the use of the Platform by clients and users and all Intellectual Property Rights and associated knowhow, tools, methods and processes howsoever arising, whether or not registered or capable of registration and any applications for the protection of these rights throughout the world.
5.	INDEMNITIES 
	The client will indemnify Fenestra from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the other party arising from any third-party claims or actions as a result of or in connection with any breach of an Agreement. 
6.	CONFIDENTIALITY
	The client shall not without the consent of Fenestra during the term of an Agreement or following its termination use other than for the purposes of an Agreement, Fenestra’s Confidential Information.
7.	LIMITATION OF LIABILITY
	Fenestra will not be liable, whether in contract, tort, breach of statutory duty, or otherwise, for any of the following losses or damage (whether or not such losses or damage were direct, foreseen, foreseeable, known or otherwise) howsoever arising in respect of any: special, indirect, incidental or consequential loss or damage; loss of actual or anticipated profits; loss of business or contracts; loss of revenue or of the use of money;  loss of anticipated savings; loss of goodwill; and/or loss of data arising out of or in connection with an Agreement.
8.	TERMINATION
	On termination of an Agreement all platform access granted by Fenestra shall immediately terminate. The Client shall return and make no further use of any Platform documentation and shall promptly pay all fees related to that Agreement.
9.	ENTIRE AGREEMENT AND JURISDICTION
	This Agreement constitutes the whole agreement between the parties, and any disputes related to it will be subject to the exclusive jurisdiction of the English courts.