Terms and Conditions

1. INTERPRETATION & ACCESS 1.1 Grant of Licence: Subject to payment of Fees, the Supplier grants the Client a non-exclusive, non-transferable right to permit Authorised Users to use the Services during the Subscription Term solely for the Client’s internal business operations. 1.2 Restrictions: The Client shall not (a) license, sell, or commercially exploit the Services to third parties; (b) attempt to reverse engineer or access the source code; or (c) use the Services to build a competing product. 1.3 Authorised Users: The Client is responsible for maintaining the security of log-in credentials. The Client is liable for the actions of its Authorised Users.

2. SERVICES & AVAILABILITY 2.1 Service Standard: The Supplier shall use reasonable commercial endeavours to provide the Services in accordance with the Service Agreement and the SLA. 2.2 Security & Maintenance: The Supplier warrants it will provide the Services in accordance with Good Industry Practice and Applicable Laws. The Supplier does not warrant that the Services will be uninterrupted, error-free, or completely free from Vulnerabilities.

3. CLIENT DATA & PROTECTION 3.1 Ownership: The Client retains all right, title, and interest in Client Data. The Supplier acquires no rights in Client Data other than the right to host and process it for the purpose of providing the Services. 3.2 Data Protection (GDPR/UK GDPR): (a) Roles: The Client is the Controller and the Supplier is the Processor. (b) Processing: The Supplier shall process Personal Data only on the Client’s documented instructions or as required by Applicable Law. (c) Security: The Supplier shall implement appropriate technical and organisational measures to protect Client Data, equivalent to those set out in the Service Agreement. (d) Breach Notification: The Supplier shall notify the Client of any Personal Data Breach affecting the Client Data without undue delay, and in any event no later than 72 hours after becoming aware of the breach. (e) Sub-processors: The Client generally authorises the Supplier to appoint sub-processors, provided they are bound by data protection obligations no less onerous than these Terms.

4. FEES & PAYMENT 4.1 Payment: The Client shall pay the Subscription Fees set out in the Service Agreement within 30 days of the invoice date. 4.2 Late Payment: Unpaid amounts accrue interest at 4% per annum above the Bank of England base rate. The Supplier may suspend Services if an undisputed invoice remains unpaid for 30 days. 4.3 Increases: The Supplier may increase fees annually by the lower of 3% or the Consumer Price Index (CPI).

5. INTELLECTUAL PROPERTY (IP) 5.1 Supplier IP: The Supplier owns all rights, title, and interest in the Services, Software, and Documentation. No rights are granted to the Client other than the express licence in Clause 1.1. 5.2 Feedback: The Supplier shall have a perpetual, royalty-free license to use any feedback or suggestions provided by the Client. 5.3 Indemnity: The Supplier shall indemnify the Client against claims that the Services infringe a third party’s UK Intellectual Property Rights, provided the Supplier is given prompt notice and sole authority to defend the claim.

6. CONFIDENTIALITY 6.1 Obligations: Each party shall keep the other party’s Confidential Information secret and use it only for performing the Service Agreement. This obligation survives termination. 6.2 Exceptions: Confidential Information may be disclosed if required by law or to professional advisers bound by confidentiality.

7. LIMITATION OF LIABILITY 7.1 Exclusions: Nothing excludes liability for death, personal injury caused by negligence, or fraud. 7.2 Indirect Loss: The Supplier shall not be liable for loss of profits, business, goodwill, or any indirect or consequential loss. 7.3 Cap: The Supplier’s total aggregate liability shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the claim.

8. TERM & TERMINATION 8.1 Termination for Cause: Either party may terminate immediately if the other party commits a material breach (including non-payment) and fails to remedy it within 30 days of written notice. 8.2 Effects of Termination: (a) All licences immediately terminate. (b) The Client has 30 days (extended from 10 days) to export Client Data. The Supplier will destroy Client Data thereafter in accordance with its data retention policy.

9. GENERAL PROVISIONS 9.1 Force Majeure: Neither party is liable for failure to perform due to events beyond reasonable control (e.g., strikes, pandemics, utility failures). 9.2 Audit: The Client may not conduct security audits of the Supplier’s physical premises or systems but may request the Supplier’s latest compliance certifications. 9.3 Assignment: (a) Client Restriction: The Client shall not assign, transfer, or sub-contract its rights or obligations under this Agreement without the Supplier’s prior written consent. (b) Supplier Rights: The Supplier may assign, transfer, or sub-contract its rights or obligations under this Agreement at any time (including to an Affiliate or in connection with a merger, acquisition, or sale of assets) without the Client’s consent. 9.4 Governing Law: These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. 9.5 Entire Agreement: This agreement supersedes all prior agreements and representations.