Service Specific Terms

These service specific terms and conditions (“Terms”) apply to the provision and receipt of the Services and should be read in conjunction with the Order Form, the General Terms and Conditions and, if applicable, the DPA.

Capitalised terms used in these Terms which are not defined in Clause 2 or in the relevant Clause itself shall have the meaning given in the Order Form, General Terms and Conditions or DPA (as applicable).

The following terms shall have the following meanings unless the context requires otherwise:

In these Terms, references to “Clauses” are to clauses of these Terms. The rules of interpretation set out in the General Terms and Conditions apply to these Terms.

In consideration for the payment by the Customer of the Subscription Fees, the Supplier grants the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit Users to use the Subscription Services during the Subscription Term solely for the Customer’s internal business operation.

The Customer shall ensure that the maximum number of Users accessing the Subscription Services does not exceed the number of Users set out in the Order Form.

The Customer may, at any time during the term of this Agreement, notify the Supplier in writing that the Customer wishes to purchase additional Subscriptions in excess of the number of Subscriptions set out in the Order Form. The Supplier shall evaluate such request for additional Subscriptions and respond to the Customer with approval or rejection of the request. Where the Supplier approves the request, the Customer and the Supplier shall enter into a revised Order Form that reflects the additional Subscriptions (and any additional Fees payable) which shall replace the existing Order Form and form part of this Agreement. The Supplier shall activate the additional Subscriptions within 1 Business Day of the later of the Supplier’s approval of the Customer’s request and receipt by the Supplier of the Customer's payment of the applicable additional Fees.

In relation to the Users:

the Customer will not allow or suffer any Access Details to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Subscription Services;

the Customer shall ensure that each User maintains a secure password for use of the Subscription Services, that such password shall be changed no less frequently than 90 days and that each User shall keep his password confidential; and

the Customer shall procure the compliance of Users, at all times during the term of this Agreement, with any access licence terms that the Supplier may incorporate into the Subscription Services from time to time.

The Customer shall:

comply with any Limitations and otherwise not permit any third party to use the Subscription Services (or any part of them) in any way whatsoever, except as permitted by this Agreement;

access the Subscription Services only by such means as the Supplier may stipulate from time to time;

effect and maintain adequate security measures to safeguard the Subscription Services from access or use by any unauthorised person; and

use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Software and, in the event of any such unauthorised access or use, promptly notify the Supplier.

The Customer shall not (whether by the Customer or by a third party):

alter or modify the whole or any part of the Software nor permit the Software or any part thereof to be combined with or become incorporated in any other programmes, nor decompile or disassemble the object code version of the Software nor attempt to do any of such things, save only according to the extent that such cannot be precluded by Section 296A of the Copyright, Designs and Patents Act 1988;

access all or any part of the Software in order to build a product or service which competes with the Subscription Services;

use the Subscription Services and/or Software to provide services to third parties;

use the Subscription Services and/or Software in any manner which is contrary to the Customer's rights that are expressly set forth in the Agreement and/or the Supplier's instructions provided from time to time;

use the Subscription Services and/or Software in any manner which will or is reasonably likely to adversely affect the Subscription Services and/or Software, the security of the Subscription Services and/or Software and/or the Supplier's technology infrastructure;

circumvent or disable any security or other technological features or measures of the Subscription Services and/or Software;

remove any proprietary notices from the Software; and

allow the Software to become the subject of any charge, lien or encumbrance.

Where the Order Form specifies that Setup Services are to be provided, the Supplier shall provide the setup services described in the Order Form (the “Setup Services”) in consideration of the Setup Fees set out in the Order Form.

The Customer shall: (a) provide the Supplier with timely access to its personnel, systems and information as reasonably required for the performance of the Setup Services; and (b) respond promptly to the Supplier’s reasonable requests. The Supplier shall not be liable for any delay in, or non-completion of, the Setup Services to the extent caused by the Customer’s failure to comply with this Clause.

Setup Fees are non-refundable once invoiced.

All Intellectual Property Rights in the Software and in the Supplier’s standard configurations, templates and materials remain the property of the Supplier or its licensors. The Supplier grants the Customer a non-exclusive, non-transferable licence to use any Customer-specific configurations developed in the course of the Setup Services solely in connection with the Customer’s use of the Services during the term of the Agreement.

Where the Order Form specifies that Professional Services are to be provided, the Supplier shall provide the professional services described in the Order Form (the “Professional Services”) in consideration of the Professional Services Fees set out in the Order Form.

The Customer shall: (a) provide, at no charge to the Supplier, suitable facilities, equipment and access as reasonably required for the delivery of the Professional Services; and (b) attend workshops and training sessions as agreed between the Parties, which may be delivered on-site at the Customer's premises or remotely via online sessions. The Supplier shall not be liable for any delay in, or non-completion of, the Professional Services to the extent caused by the Customer’s failure to comply with this Clause.

Professional Services Fees are non-refundable once invoiced.

The Customer shall promptly notify the Supplier of any Incidents which the Customer becomes aware of and provide the Supplier with all assistance as Supplier reasonably requests in order to correct such Incident in accordance with Clause 6.2.

The Supplier shall use reasonable endeavours to correct all Incidents notified under Clause 6.1 as soon as reasonably practicable.

If following investigation of a notification under Clause 6.1, the Supplier reasonably determines that the reported Incident was caused by a Customer Cause or a cause outside of the Supplier's control (including any investigational work resulting in such a determination), the Supplier shall promptly notify the Customer of that determination and shall have no obligation to take any further action in respect of that issue under this Clause 6.

The Supplier may, from time to time, make Updates and develop and release New Modules.

The Supplier may implement Updates for any valid business reason, including to:

improve or enhance the functionality, performance, security or user experience of the Subscription Services;

comply with Applicable Law or regulatory requirements;

address security vulnerabilities or technical issues; or

reflect changes to infrastructure, hosting arrangements or third party providers.

The Supplier may also modify, replace or discontinue any feature or functionality of the Subscription Services, provided that such change does not materially degrade the overall core functionality of the Subscription Services during the then-current Subscription Term.

The Customer acknowledges that Updates may result in changes to the appearance, functionality or technical operation of the Subscription Services.

The Customer acknowledges that New Modules are not included in the Subscription Fees and may be made available to the Customer on such terms (including fees) notified by the Supplier from time to time. The Customer shall have no obligation to purchase any New Module, and the Supplier shall have no obligation to develop or make available any New Module.

The Supplier shall not be required to provide, maintain or support any specific version of the Subscription Services except as expressly agreed in this Agreement.

The Customer acknowledges and agrees that:

use of the Services is restricted by the Limitations; and

the Services allow the Supplier to collect and record usage information through the internet in the form of a usage statement. The Supplier is not obliged to collect and record this information but may do so from time to time for any reason, including for the Supplier to verify that the Customer’s use of the Services is in accordance with this Agreement.

In the event that the usage statement shows that the number of Users is in excess of those in respect of which the Customer has been paying Fees, the Supplier may invoice the Customer for any additional Fees payable to the Supplier in respect of such excess usage.

The Customer shall permit the Supplier to inspect and have access to the Customer’s systems used to access the Subscription Services, and have access to any records kept in connection with the licence provided under this Agreement, for the purposes of ensuring that the Customer is complying with the terms of this Agreement, provided that the Supplier shall provide reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times. The Customer shall bear the costs of the inspection if it reveals an underpayment by the Customer. Such inspection and auditing rights will extend throughout the term of this Agreement and continue for a period of one year after the termination of this Agreement.

The Customer acknowledges that the Services may enable or assist the Customer to access the website content of, correspond with, and purchase products and services from, third parties via third party websites and that the Customer does so solely at the Customer’s own risk.

The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refer to the third party's website terms and conditions and privacy policy prior to using the relevant third party website. The Supplier does not endorse or approve any third party website nor the content of any of the third party website made available via the Services.

The Supplier may use AI Systems to automate standard workflows in its provision of the Software and the Services.

Any use of the AI Systems is on an "as is" basis.

The Supplier:

does not warrant that the Customer’s use of the Services will be uninterrupted or error-free or that the Services or the information obtained by the Customer through them will meet the Customer’s requirements; and

is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

In order to protect the Supplier’s legitimate business interests, the Customer shall not (except with the Supplier’s prior written consent) attempt to solicit or entice away, or solicit or entice away, from the Supplier’s employment or service the services of any of the Supplier’s personnel who are or have been employed by the Supplier during the term of this Agreement, other than by means of a national advertising campaign open to all-comers, not specifically targeted at such staff.

The restriction in Clause 12.1 shall apply during the term of this Agreement and for a period of 6 months after termination of this Agreement.