Effective Date: 9 April 2026
Last Updated: 9 April 2026
Version: 1.0
01 Introduction
1.1 Parties
These Terms of Service ("Terms") constitute a legally binding agreement between:
Provider: Vanti Ltd, a company incorporated in England and Wales (Company No. 00650255), with its registered office at 10 Bonhill St, London EC2A 4PE, trading as "Smart Core" ("Vanti", "we", "us", or "our"); and
Customer: The entity identified in the applicable Order Form or subscription agreement ("Customer", "you", or "your").
1.2 Scope
These Terms govern Customer's access to and use of the Smart Core platform, comprising:
§ Smart Core Connect — A cloud-hosted building management and intelligence platform providing dashboards, analytics, notifications, tenant management, and integration services.
§ SC-BOS (Smart Core Building Operating System) — An on-premises or edge-deployed building operating system providing device integration, protocol translation (BACnet, MQTT, OPC-UA, gRPC), automation, and local data processing.
§ Associated APIs, SDKs, mobile applications, documentation, and support services.
(collectively, the "Services").
1.3 Acceptance
By executing an Order Form, clicking "Accept", or otherwise accessing or using the Services, Customer agrees to be bound by these Terms. If Customer does not agree, Customer must not access or use the Services.
1.4 Order of Precedence
In the event of conflict between documents, the following order of precedence shall apply: (i) the applicable Order Form or Statement of Work; (ii) the Data Processing Agreement; (iii) these Terms; (iv) any Service Level Agreement; (v) any Acceptable Use Policy.
02 Definitions
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Authorised Users" means Customer's employees, contractors, agents, and other individuals whom Customer authorises to access and use the Services under Customer's account.
"Building Data" means data generated by or relating to Customer's buildings, facilities, and infrastructure, including IoT sensor data, environmental readings, energy consumption data, and device telemetry.
"Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
"Customer Data" means all data, including Personal Data and Building Data, that Customer or its Authorised Users submit, upload, or make available through the Services.
"Documentation" means the user guides, technical manuals, API documentation, and other materials provided by Vanti describing the functionality and operation of the Services.
"Effective Date" means the date specified in the applicable Order Form or, if none, the date Customer first accesses the Services.
"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, database rights, rights in designs, know-how, and all other intellectual property rights, whether registered or unregistered, and including applications for any of the foregoing.
"Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programmes.
"Order Form" means an ordering document or online subscription form executed by the parties that references these Terms and specifies the Services, fees, subscription term, and other commercial terms.
"Personal Data" has the meaning given in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
"Processing" has the meaning given in UK GDPR.
"Professional Services" means implementation, configuration, training, consulting, and other professional services specified in a Statement of Work.
"Service Level Agreement" or "SLA" means the service level commitments set out in Section 8 or in a separate SLA document referenced in an Order Form.
"Subscription Term" means the period during which Customer is authorised to access and use the Services, as specified in the applicable Order Form.
"Third-Party Services" means third-party applications, integrations, and services that interoperate with the Services but are not provided by Vanti.
03 Services and access
3.1 Provision of Services
Subject to Customer's compliance with these Terms and payment of applicable fees, Vanti grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes in accordance with the Documentation and any usage limits specified in the applicable Order Form.
3.2 Authorised Users
Customer shall ensure that access to the Services is limited to Authorised Users. Customer is responsible for:
a) ensuring that each Authorised User complies with these Terms and the Acceptable Use Policy;
b) the security and confidentiality of all login credentials;
c) all activities that occur under Customer's accounts; and
d) promptly notifying Vanti of any unauthorised access or security breach.
3.3 Customer Responsibilities
Customer shall:
a) provide accurate, complete, and current information as required for the Services;
b) use the Services only in compliance with applicable laws and regulations;
c) obtain and maintain all necessary consents, licences, and permissions for the collection and processing of data through the Services, including Personal Data of building occupants and visitors;
d) ensure that Customer's use of the Services does not infringe the rights of any third party;
e) be responsible for the configuration, management, and security of Customer's on-premises SC-BOS deployment(s), where applicable; and
f) cooperate with Vanti in connection with the performance of the Services.
3.4 SC-BOS On-Premises Deployment
SC-BOS is made available as open-source software under the applicable open-source licence. Upon deployment, the building-specific configuration and code is handed over directly to the asset owner.
Where Customer deploys SC-BOS on-premises:
a) Customer is responsible for providing and maintaining the hardware, network infrastructure, and operating environment in accordance with Vanti's published system requirements;
b) Customer shall permit Vanti reasonable remote access for support and maintenance purposes, subject to Customer's security policies;
c) Vanti shall provide software updates in accordance with the support terms agreed in the Order Form;
d) Customer acknowledges that service levels may be affected by factors outside Vanti's control, including Customer's infrastructure, network connectivity, and third-party device compatibility; and
e) Customer retains full access to the SC-BOS source code and building-specific configuration at all times, independent of the status of this agreement or Vanti's continued operation.
3.5 Beta and Preview Features
Vanti may make available beta, preview, or early-access features ("Beta Features"). Beta Features are provided "as is" without warranty or SLA commitment. Vanti may modify or discontinue Beta Features at any time without notice.
04 Fees and payment
4.1 Fees
Customer shall pay the fees specified in the applicable Order Form ("Fees"). Unless otherwise stated in the Order Form:
a) Fees are based on the subscription tier, number of buildings/sites, and scope of Services selected;
b) Fees are quoted in pounds sterling (GBP) and are exclusive of VAT and other applicable taxes;
c) Vanti shall invoice Fees in advance for each billing period (annual or as specified);
d) payment is due within thirty (30) days of the date of invoice.
4.2 Taxes
All Fees are exclusive of taxes. Customer shall pay all applicable taxes, including VAT, arising from Customer's use of the Services. If Vanti is required to collect or remit taxes, such taxes shall be invoiced to Customer.
4.3 Fee Increases
Vanti may increase Fees for any Renewal Term by providing written notice at least sixty (60) days prior to the commencement of the Renewal Term.
4.4 Late Payment
If Customer fails to pay any undisputed amount when due, Vanti may:
a) charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate, accruing daily from the due date until payment is made in full;
b) suspend Customer's access to the Services upon fourteen (14) days' written notice; and
c) exercise any rights available under the Late Payment of Commercial Debts (Interest) Act 1998.
4.5 Disputed Invoices
If Customer disputes an invoice in good faith, Customer shall notify Vanti in writing within fourteen (14) days of receipt of the invoice, specifying the nature and basis of the dispute. The parties shall use reasonable endeavours to resolve the dispute promptly. Undisputed amounts remain payable in accordance with Section 4.1.
05 Intellectual property
5.1 Vanti IP
As between the parties, Vanti owns and retains all right, title, and interest in and to the Services, including all software, APIs, Documentation, trade marks, and associated Intellectual Property Rights. Nothing in these Terms transfers any ownership of Vanti's Intellectual Property Rights to Customer.
5.2 Customer Data
As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Vanti a non-exclusive, worldwide licence to use, copy, store, transmit, and process Customer Data solely to the extent necessary to provide and improve the Services in accordance with these Terms and the Data Processing Agreement.
5.3 Aggregated and Anonymised Data
Vanti may create aggregated and anonymised data derived from Customer Data that cannot directly or indirectly identify Customer, any individual, or any specific building ("Aggregated Data"). Vanti may use Aggregated Data for benchmarking, product improvement, research, and other lawful purposes. Vanti owns all rights in Aggregated Data.
5.4 Feedback
If Customer provides Vanti with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Vanti may freely use and incorporate such Feedback without restriction or obligation to Customer.
5.5 Third-Party and Open-Source Components
The Services incorporate open-source software and third-party components. Customer's use of such components is subject to the applicable open-source or third-party licence terms.
A complete list of open-source libraries used in SC-BOS, including their respective licence types and attribution notices, is available programmatically via the SC-BOS API. Customers may also request a current summary of open-source components and licence types from their account manager or by contacting legal@vanti.co.uk.
Vanti shall ensure that all open-source components included in the Services are used in compliance with their respective licence terms, and that no component is included whose licence terms would impose obligations on Customer beyond those disclosed.
06 Confidentiality
6.1 Obligations
Each party ("Receiving Party") shall:
a) hold the other party's ("Disclosing Party") Confidential Information in strict confidence;
b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, and advisors who need access and are bound by confidentiality obligations no less protective than those in these Terms;
c) use Confidential Information only for the purposes of exercising rights or performing obligations under these Terms; and
d) protect Confidential Information using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.
6.2 Exceptions
Confidential Information does not include information that:
a) is or becomes publicly available through no fault of the Receiving Party;
b) was rightfully in the Receiving Party's possession prior to disclosure;
c) is rightfully obtained from a third party without restriction; or
d) is independently developed without reference to the Disclosing Party's Confidential Information.
6.3 Required Disclosure
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent permitted) and reasonable assistance to contest or limit the scope of such disclosure.
6.4 Duration
Confidentiality obligations shall survive for five (5) years from the date of disclosure, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets.
07 Data protection
7.1 Data Processing Agreement
The parties shall comply with the Data Processing Agreement ("DPA") attached to or referenced in the Order Form, which governs the processing of Personal Data in connection with the Services. The DPA is incorporated into these Terms by reference.
7.2 Roles
Where Customer determines the purposes and means of processing Personal Data through the Services, Customer is the Data Controller and Vanti is the Data Processor. The parties acknowledge that in certain circumstances (e.g., account management, billing, service improvement), Vanti may act as an independent Data Controller.
7.3 Compliance
Each party shall comply with its obligations under applicable Data Protection Laws, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (PECR).
7.4 Building Occupant Data
Customer acknowledges that the Services may process Personal Data relating to building occupants, visitors, and other individuals, including:
a) occupancy and movement patterns;
b) access control records (including identities, times, and locations);
c) vehicle registration data (ANPR);
d) environmental and behavioural data; and
e) security events and incidents.
Customer is responsible for ensuring that it has a lawful basis for such processing and that appropriate notices are provided to data subjects.
08 Service levels
8.1 Availability Target
Vanti shall use commercially reasonable endeavours to maintain availability of the Smart Core Connect cloud platform at a rate of 99.5% measured on a monthly basis ("Availability Target"), calculated as:
Availability % = ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100
8.2 Exclusions
The Availability Target excludes:
a) scheduled maintenance, provided Vanti gives Customer at least seventy-two (72) hours' prior notice;
b) downtime caused by Customer's equipment, software, network, or actions;
c) force majeure events;
d) Third-Party Services failures;
e) SC-BOS on-premises deployments (which are subject to Customer's infrastructure); and
f) Beta Features.
g) Emergency maintenance required to urgently address a safety, security or service interruption issue
8.3 Service Credits
If Vanti fails to meet the Availability Target in any calendar month, Customer may request service credits as follows:
99.0% - 99.49%
5%
98.0% - 98.99%
10%
95.0% - 97.99%
20%
Below 95.0%
30%
Service credits are Customer's sole and exclusive remedy for failure to meet the Availability Target, save that this Section 8.3 does not limit or affect: (i) Customer's right to terminate for material breach under Section 12.3; (ii) any rights arising under applicable health and safety legislation; or (iii) any claim arising from Vanti's gross negligence or wilful misconduct. Service credits shall be applied as a credit against future invoices and shall not exceed 30% of the monthly fee in any month.
8.4 Credit Requests
Customer must request service credits in writing within thirty (30) days of the end of the month in which the failure occurred, providing reasonable supporting evidence.
8.5 Business Continuity and Disaster Recovery
Vanti maintains a business continuity and disaster recovery (BCP/DR) programme for the Smart Core Connect platform. In the event of a major service disruption:
a) Recovery Time Objective (RTO): Vanti targets restoration of core building management services within twenty-four (24) hours of a disaster event;
b) Recovery Point Objective (RPO): Vanti targets a maximum data loss window as specified in the applicable Order Form, with default targets aligned to the backup frequency of the underlying infrastructure;
c) SC-BOS on-premises deployments continue to operate independently during Smart Core Connect outages, ensuring local building control is maintained. Note that unless otherwise agreed under a service agreement with Vanti, responsibility for resilience, BCP and DR for SC-BOS rests with customer.
8.6 Data Isolation
The Smart Core Connect platform operates a multi-tenant architecture with strict logical data isolation. All Customer Data is sandboxed at both the platform level and the individual building level. No Customer may access another Customer's data, and data isolation controls are enforced through the application layer, database access controls, and network segmentation.
8.7 Certifications and Insurance
a) Vanti holds Cyber Essentials Plus certification, as assessed and certified under the UK Government's Cyber Essentials scheme.
b) Vanti maintains appropriate insurance coverage, including professional indemnity insurance and cyber liability insurance. Details of coverage limits are available upon request.
c) Where Vanti obtains additional certifications (e.g., ISO 27001, SOC 2 Type II), these details shall be made available to Customer upon request.
8.8 Support
Vanti shall provide support in accordance with the support terms specified in the Order Form or the standard support policy published on the Smart Core website.
09 Warranties
9.1 Mutual Warranties
Each party warrants that:
a) it has the legal power and authority to enter into these Terms;
b) it will comply with all applicable laws and regulations in the performance of its obligations; and
c) it will not knowingly introduce Malicious Code into the other party's systems.
9.2 Vanti Warranties
Vanti warrants that:
a) the Services will perform materially in accordance with the Documentation during the Subscription Term;
b) the Services will be provided with reasonable skill and care;
c) Professional Services will be performed in a professional and workmanlike manner by suitably qualified personnel; and
d) to the best of Vanti's knowledge, the Services do not infringe any third party's Intellectual Property Rights in the United Kingdom.
9.3 Remedies
If the Services fail to conform to the warranty in Section 9.2(a), Customer's exclusive remedy and Vanti's sole obligation shall be, at Vanti's option, to:
a) correct the non-conformity within a reasonable time; or
b) if Vanti is unable to correct the non-conformity within sixty (60) days, terminate the affected Order Form and refund any prepaid Fees for the unused portion of the Subscription Term.
9.4 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT), ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
010 Limitation of liability
10.1 Cap on Liability
SUBJECT TO SECTIONS 10.1A AND 10.3, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE LESSER OF:
a) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; OR
b) ONE HUNDRED THOUSAND POUNDS STERLING (GBP 100,000).
10.1A Elevated Cap for Data Protection
THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING FROM A BREACH OF DATA PROTECTION LAWS, THE DATA PROCESSING AGREEMENT, OR A PERSONAL DATA BREACH SHALL NOT EXCEED THE LESSER OF:
a) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWENTY-FOUR (24) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; OR
b) TWO HUNDRED AND FIFTY THOUSAND POUNDS STERLING (GBP 250,000).
THIS ELEVATED CAP IS SEPARATE FROM AND IN ADDITION TO THE GENERAL CAP IN SECTION 10.1.
10.2 Exclusion of Indirect Losses
SUBJECT TO SECTION 10.3, NEITHER PARTY SHALL BE LIABLE FOR ANY:
c) LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS;
a) LOSS OF GOODWILL OR REPUTATION;
b) LOSS OF OR DAMAGE TO DATA (EXCEPT AS REQUIRED BY DATA PROTECTION LAWS);
c) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Unlimited Liability
Nothing in these Terms shall limit or exclude liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation;
c) any liability which cannot be limited or excluded by applicable law;
d) a party's breach of Section 6 (Confidentiality) up to a cap of two (2) times the amount in Section 10.1;
e) a party's indemnification obligations under Section 11.
011 Indemnification
11.1 Vanti Indemnification
Vanti shall defend, indemnify, and hold harmless Customer and its officers, directors, and employees from and against any third-party claims, actions, demands, losses, liabilities, and expenses (including reasonable legal fees) arising from:
a) any allegation that Customer's authorised use of the Services infringes a third party's Intellectual Property Rights in the United Kingdom; or
b) Vanti's gross negligence or wilful misconduct.
11.2 Customer Indemnification
Customer shall defend, indemnify, and hold harmless Vanti and its officers, directors, and employees from and against any third-party claims, actions, demands, losses, liabilities, and expenses (including reasonable legal fees) arising from:
a) Customer Data or Customer's use of the Services in violation of these Terms or applicable law;
b) Customer's failure to obtain necessary consents for the processing of Personal Data; or
c) Customer's gross negligence or wilful misconduct.
11.3 Indemnification Procedure
The indemnified party shall: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation and assistance. The indemnified party may participate in the defence at its own expense.
11.4 IP Infringement Remedies
If the Services become, or in Vanti's reasonable opinion are likely to become, the subject of an infringement claim, Vanti may, at its option and expense:
a) procure for Customer the right to continue using the Services;
b) modify the Services to be non-infringing without materially diminishing functionality; or
c) if neither (a) nor (b) is commercially practicable, terminate the affected Order Form and refund any prepaid Fees for the unused portion of the Subscription Term.
012 Term and termination
12.1 Term
These Terms commence on the Effective Date and continue until all Order Forms have expired or been terminated.
12.2 Subscription Term
Each Order Form shall specify an initial Subscription Term. Unless otherwise stated in the Order Form, the Subscription Term shall automatically renew for successive periods of equal duration ("Renewal Terms") unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. Vanti shall send Customer a renewal reminder notice at least ninety (90) days prior to the end of the then-current term.
12.3 Termination for Cause
Either party may terminate an Order Form or these Terms by written notice if:
a) the other party commits a material breach and fails to cure such breach within thirty (30) days of written notice specifying the breach;
b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, administrator, or liquidator appointed.
12.4 Termination for Convenience
Either party may terminate an Order Form for convenience by providing ninety (90) days' prior written notice, effective at the end of the then-current billing period. Customer shall remain liable for Fees accrued through the effective date of termination. For the avoidance of doubt, no refund of prepaid Fees shall be due upon termination for convenience. Refunds of prepaid Fees are available only where Vanti terminates due to its own material breach, failure to meet the Availability Target for three (3) consecutive months, or as otherwise expressly stated in these Terms, in which case a pro-rata refund shall be calculated from the effective date of termination.
12.5 Effect of Termination
Upon termination or expiration:
a) Customer's right to access and use the Services shall immediately cease;
b) each party shall return or destroy the other's Confidential Information upon request;
c) Vanti shall make Customer Data available for export in a standard machine-readable format for a period of thirty (30) days following termination ("Data Retrieval Period"). Customers requiring extended data retention should note that SC-BOS may be configured to direct building data to Customer-owned storage or third-party cloud storage providers, ensuring continuity independent of the Smart Core Connect platform;
d) following the Data Retrieval Period, Vanti shall delete Customer Data in accordance with the DPA;
e) the following sections shall survive termination: 2 (Definitions), 5 (Intellectual Property), 6 (Confidentiality), 7 (Data Protection), 10 (Limitation of Liability), 11 (Indemnification), 12.5 (Effect of Termination), 13-18 (General Terms).
013 Suspension
13.1 Right to Suspend
Vanti may suspend Customer's access to the Services, in whole or in part, if:
a) Customer's use of the Services poses a security risk to the Services or any third party;
b) Customer's use may adversely impact the Services or the systems or content of any other Vanti customer;
c) Customer is in material breach of these Terms, including failure to pay Fees;
d) suspension is required by law or regulatory authority; or
e) there is suspected unauthorised access to Customer's account.
13.2 Notice
Vanti shall provide Customer with prior written notice of suspension where practicable and shall use reasonable endeavours to minimise the scope and duration of any suspension. Vanti shall restore access promptly once the grounds for suspension have been resolved.
014 Force majeure
14.1 Definition
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) where such delay or failure results from circumstances beyond the reasonable control of that party, including acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action, power failure, internet or telecommunications failure, or denial-of-service attacks ("Force Majeure Event").
14.2 Obligations
The affected party shall: (a) promptly notify the other party of the Force Majeure Event; (b) use reasonable endeavours to mitigate its effects; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate the affected Order Form by written notice.
015 Governing law and disputes
15.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales.
15.2 Dispute Resolution
The parties shall attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation. If the dispute is not resolved within thirty (30) days, either party may refer the dispute to mediation under the CEDR Model Mediation Procedure. If mediation fails to resolve the dispute within sixty (60) days, either party may commence proceedings.
15.3 Jurisdiction
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
016 Notices
16.1 Form
All notices under these Terms shall be in writing and shall be deemed given when:
a) delivered personally;
b) sent by recorded delivery post (deemed received two (2) business days after posting); or
c) sent by email to the designated contact (deemed received upon confirmation of receipt, excluding auto-replies).
16.2 Addresses
Notices to Vanti shall be sent to:
Vanti Ltd
10 Bonhill St
London EC2A 4PE
Email: legal@vanti.co.uk
Notices to Customer shall be sent to the address specified in the applicable Order Form.
017 General provisions
17.1 Entire Agreement
These Terms, together with all Order Forms, the DPA, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications.
17.2 Amendment
Vanti may update these Terms from time to time. Material changes shall be notified to Customer at least thirty (30) days in advance. Continued use of the Services after the effective date of such changes constitutes acceptance. If Customer does not agree with the changes, Customer may terminate in accordance with Section 12.4.
17.3 Assignment
Neither party may assign or transfer any obligations or benefits under these Terms without the prior written consent of the other party, except that either party may assign these Terms to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.
17.4 Waiver
No failure or delay by either party in exercising any right or remedy shall constitute a waiver thereof. A waiver shall only be effective if given in writing and signed by the waiving party.
17.5 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
17.6 No Partnership
Nothing in these Terms shall create or be deemed to create a partnership, agency, or joint venture between the parties.
17.7 Third-Party Rights
A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
17.8 Export Compliance
Customer shall comply with all applicable export control laws and regulations in connection with its use of the Services.
018 Contacting us
For questions about these Terms, please contact:
Vanti Ltd (trading as Smart Core)
10 Bonhill St, London EC2A 4PE
Email: legal@vanti.co.uk
Website: https://smartcore.io