terms of use

1. Definitions

1.1. In this agreement, the following terms have the following meanings:

1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

1.4. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2. Term

2.1. This agreement comes into force when the Customer clicks "Sign up" on, or at the point the Supplier creates an account on behalf of the Customer, and continues in accordance with the Service Plan, until terminated by either party in accordance with this agreement (the "Term").

3. Supplier obligations

3.1. In consideration of the Customer’s compliance with the terms of this agreement, the Supplier grants the Customer, and the Customer’s End Users, the right to use the Platform during the Term.

3.2. The Supplier shall provide the Customer, at no additional cost, with the reasonable customer support for Platform during the Term.

3.3. The Supplier shall:

3.3.1. perform its obligations under this agreement with reasonable skill and care.

3.3.2. comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfilment of its obligations under this agreement.

4. Customer obligations

4.1. The Customer shall:

4.1.1. comply with the Supplier’s reasonable instructions, guidelines and directions about the use of the Supplier Services, including the Usage Policy;

4.1.2. co-operate with the Supplier in all matters relating to the Supplier Services, and do so in a timely manner;

4.1.3. provide any information required by the Supplier accurately, comprehensively, in good faith, and in a timely manner;

4.1.4. take reasonable measures to ensure that its End Users use the Supplier Services in accordance with this agreement;

4.1.5. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Supplier Services and, in the event of the Customer becoming aware of any such unauthorised access or use, notify the Supplier; and

4.1.6. keep its any access or security credentials for the Platform secret. If the Customer becomes aware of a compromise, it must immediately change its account passwords.

4.2. The Customer shall not, and shall ensure that its End Users do not:

4.2.1. permit any unauthorised person to access or use the Platform;

4.2.2. make, or attempt to make, any alteration to the Platform, or create or attempt to create any derivative work of the Platform;

4.2.3. attempt to disrupt or damage the Platform or any data stored on the Platform;

4.2.4. use the Platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any activity which is any of these things, or in a manner which infringes the data protection, privacy, intellectual property rights or other legal rights of any person; or

4.2.5. post anything to the Platform which is unlawful, illegal, fraudulent, sexually explicit, discriminatory, or harmful, or connected with such a purpose or activity.

5. Service access, suspension, and maintenance

5.1. The Supplier shall use its reasonable efforts to maintain and operate the Platform, but it does not warrant that the Platform will always be available or functioning, nor that it will be fault-free.

5.2. The Supplier may restrict or suspend the Customer’s, and its End Users’, access to all or part of the Platform if, in the Supplier’s reasonable opinion, the Customer fails to comply with its obligations under this agreement (including in the event of late payment), or if the Supplier consider it is necessary to do so:

5.2.1. to stop or mitigate any security or integrity incident, threat or vulnerability, or problem or attack affecting it network, equipment, or services (including any network, equipment, or services provided to another customer);

5.2.2. to deal with behaviour which, in its reasonable opinion, amounts to misuse of the services;

5.2.3. to protect the reputation of its servers or IP addresses; or

5.2.4. to comply with a legal obligation.

6. Proprietary rights

6.1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all rights (including intellectual property rights), title and interest in and to the Platform and the Supplier Services.

6.2. The Supplier acknowledge and agrees that the Customer owns all rights (including intellectual property rights), title and interest in and to the Customer Data.

6.3. The Customer grants to the Supplier all such rights (including intellectual property rights) to the Customer Data as are required by the Supplier to perform its obligations and exercise its rights under this agreement, and maintain the effectiveness, security and operation of the Supplier Services.

6.4. If the Customer or and End User provides feedback or suggestions for amendments or improvements to the Platform of the Supplier Services:

6.4.1. the Supplier may, but is not obliged to, implement any or all of the feedback or suggestions; and

6.4.2. the Customer shall, and shall procure that the End User shall, transfer all rights, (including intellectual property rights), title and interest in and to its feedback and suggestions to the Supplier, and do all things necessary to give effect to that.

7. Confidentiality

7.1. If either party receives Confidential Information of the other party, the receiving party will

7.1.1. keep the Confidential Information strictly confidential;

7.1.2. not disclose the Confidential Information to any person without the other party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this agreement;

7.1.3. use the same degree of care to protect the confidentiality of the Confidential Information as the receiving party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care;

7.1.4. act in good faith at all times in relation to the Confidential Information; and

7.1.5. not use any of the Confidential Information for any purpose other than the purpose for which it is provided.

7.2. Notwithstanding clause 7.1., the receiving party may disclose the Confidential Information to the receiving party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information for the performance of their work with respect to the purpose for which it is provided and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.

7.3. This clause 7. imposes no obligations upon the receiving party with respect to Confidential Information that:

7.3.1. is known to the receiving party before disclosure under this agreement and is not subject to any other obligation of confidentiality;

7.3.2. is or becomes publicly known through no act or default of the receiving party; or

7.3.3. is obtained by the receiving party from a third party in circumstances where the receiving party has no reason to believe that there has been a breach of an obligation of confidentiality.

7.4. The restrictions in this clause 7. do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the receiving party on any recognised stock exchange.

7.5. The provisions of this clause 7. shall continue in force for a period of one year following the termination of this agreement, at the end of which period they will cease to have effect.

8. Data protection

8.1. The Parties shall comply with the data processing agreement in Schedule 1.

9. Charges and Payments

9.1. All amounts and fees stated or referred to in this agreement:

9.1.1. shall be payable in pounds sterling unless otherwise agreed; and

9.1.2. are exclusive of any applicable VAT, which shall be added to at the statutory rate.

9.2. The Supplier shall invoice the Customer for, and the Customer shall pay, the Charges, in each case in accordance with the Service Plan.

9.3. Clauses 9.4. to 9.5. apply to Service Plans which permit the Customer to pay in arrears.

9.4. The Customer shall pay undisputed invoices (or any undisputed parts of any invoice) which are properly due and submitted to it by the Supplier, in accordance with the Payment Terms, to a bank account nominated in writing by the Supplier. Where the Customer in good faith identifies reasons to dispute an invoice or specific amounts therein, the Customer will notify Supplier in writing, setting out such reasons as soon as reasonably possible.

9.5. If the Customer does not pay any amount due under this agreement in accordance with the Payment Terms, the Supplier may suspend the Customer’s and its End Users’ access to the Supplier Services, and

9.5.1. charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

9.5.2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

10. Liability

10.1. Nothing in this agreement limits or excludes either party’s liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.

10.2. The Supplier shall not be liable for:

10.2.1. any problems, issues and/or errors caused by the act or omission of a third party, including a fault or failure of the internet or any public telecommunications network;

10.2.2. a fault or failure of the Customer’s, or the Customer’s End Users’, computer systems, software, networks or connectivity;

10.2.3. scheduled maintenance;

10.2.4. any delay or failure to comply with its obligations under this agreement if the failure results from the Customer’s, or the Customer’s End Users’, or any third party’s, delay or failure to perform any obligation; or

10.2.5. any losses arising out of a Force Majeure Event.

10.3. Save as provided in Clause 10.1., the Supplier shall not be liable in contract, tort (including negligence), for breach of statutory duty or otherwise, arising in connection with this agreement for any loss of profits; loss of revenue, sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any special, incidental, indirect or consequential loss or damage whatsoever, even if the Supplier has been advised of, or was or should have been aware of, the possibility of such loss or damage.

10.4. Subject to clauses 10.1. - 10.3., the Supplier’s total liability to the Customer in respect of all claims (connected or unconnected) under this agreement shall be limited to the sum paid by the Customer in the 12 months preceding the date of the first claim.

11. Termination

11.1. Either party may terminate this agreement by giving the other party 30 days’ notice of termination.

11.2. The Supplier may terminate this agreement immediately by notice to the Customer at any time, if:

11.2.1. the Customer is in material breach of this agreement and, for a breach that can be remedied, has failed to remedy it within 30 days of being notified to do so; or

11.2.2. the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.

11.3. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

11.3.1. the other party suspends, or threatens to suspend, payment of its debts or is or appears to be unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts as defined in section 123 Insolvency Act 1986;

11.3.2. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

11.3.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that party with one or more other companies or the solvent reconstruction of that other party;

11.3.4. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

11.3.5. the holder of a qualifying floating charge over the assets of the other party has become entitled to appoint or has appointed an administrative receiver;

11.3.6. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

11.3.7. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

11.3.8. an event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent to the events mentioned in clauses 10.7.1. -10.7.7. (inclusive); or

11.3.9. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12. Consequences of termination

12.1. On termination of this agreement:

12.1.1. the Supplier will revoke the Customer’s, and the Customer’s End Users’, access to the Supplier Services;

12.1.2. the Customer shall not attempt to make any further use of the Supplier Services other than as permitted under clause 11.2.; and

12.1.3. the Supplier shall invoice the Customer for, and the Supplier shall pay within 30 days of the date of that invoice, all outstanding Charges.

12.2. 30 days after termination, the Supplier will delete irretrievably the Customer Data. Until then, the Customer may use the Supplier Services to download the Customer Data. The Customer is responsible for downloading the Customer Data before the Supplier deletes them.

12.3. Termination does not entitle the Customer to a refund.

12.4. The following clauses survive termination of this agreement: 1, 7, 9, 10, 11, 14, 16, and 17.

13. Force Majeure

13.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

13.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this agreement, must:

13.2.1. promptly notify the other; and

13.2.2. inform the other of the period for which it is estimated that such failure or delay will continue.

13.3. A party whose performance of its obligations under this agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

13.4. If the Force Majeure Event continues for more than 30 days, either party may terminate this agreement immediately on written notice to the other.

14. Subcontracting

14.1. The Supplier may subcontract any of its obligations under this agreement, provided that the Supplier shall remain responsible for the performance of any subcontracted obligations.

15. Notices

15.1.1. If to the Supplier, by email to

15.1.2. If to the Customer, either or both to any email address held by the Supplier for the Customer, and via a notification within the Platform.

15.1.3. Or, in either case, to such other address as may have been notified by that party for such purposes.

16. Dispute resolution

16.1. In the event of a dispute, the parties shall follow the following:

16.1.1. either party shall give to the other written notice of the dispute, setting out its nature and full particulars (the "Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, a senior manager of the Customer and Sales Director of the Supplier shall attempt in good faith to resolve the dispute;

16.1.2. If those points of contact are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to a director of Customer and Managing Director of the Supplier who shall attempt in good faith to resolve it; and

16.1.3. If the dispute is not resolved within 30 days of its referral to the parties’ representatives specified in clause 16.1.2. above, the dispute shall be finally resolved by the courts of England and Wales.

17. General

17.1. Except as expressly set out in this agreement, all other conditions, warranties or other terms which might have effect the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are excluded to the extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

17.2. No breach of any provision of this agreement shall be waived except with the express written consent of the party not in breach.

17.3. If any provision of this agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

17.4. The Customer may not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement,

17.5. This agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this agreement are not subject to the consent of any third party.

17.6. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17.7. The Supplier may vary this agreement on 30 days’ notice to the Customer.

17.8. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17.9. This agreement shall constitute the entire agreement between the parties in relation to the subject matter of this agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

17.10. This agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

17.11. The construction, validity and performance of this agreement and any dispute or collateral matter relating to its subject matter (including non-contractual disputes or claims) is governed by and construed in accordance with the laws of England.

Document updated Feb 2nd, 2022