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Waste Logics™ Software Terms and Conditions

1.Introduction and nature of these terms

1.1 Welcome to Waste Logics. We are very much looking forward to supporting you throughout all of your daily waste management operations. Before we can begin however, we do need you to read and accept these terms of service (Terms).

1.2 Our Terms clearly set out what we expect from you and what you can expect from us. These Terms contain your legal rights and obligations so please make sure you read them carefully before proceeding. Unfortunately, we will not be able to provide our services to you if you are unable to agree to our Terms. If you do agree to our Terms and breach any of them, we reserve the right to suspend the Services immediately and/or terminate your Subscription, without prior written notice to you. Please also note that we may make changes to these Terms from time to time and, where such changes are material, we will always try to give you reasonable notice of such changes.

1.3 These Terms (and any updates or revisions) apply to and are incorporated into the Contract. Your Order Confirmation Paperwork will set out the length of your Contract with us, as well as the payment terms applicable to your Contract. With the exception of the foregoing, if there are any terms within the Order Confirmation Paperwork, the Quote, your Subscription or implied by law, trade, custom or course of dealing, that are inconsistent with these Terms, these Terms shall prevail.

1.4 If you do have any questions or comments after you have read these Terms, please do contact us at info@wastelogics.com, 0330 120 0721 or via the ‘Contact Us’ portal which you can access from our website (www.wastelogics.com). Please be aware that if you attempt to make any addition, variation or exclusion to these Terms, these will not be binding unless we have agreed such changes with you in writing.

1.5 The definitions and rules of interpretation apply throughout these Terms. That means if you see a bold or capitalised term, it will have the same corresponding meaning every time it is used within these Terms.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2.Term of your subscription

2.1 Our Order Confirmation Paperwork is an offer by us to supply the Services specified in it to you on these Terms (“Offer”).

2.2 Our Offer will be accepted (or deemed accepted) by you (and a binding contract formed between us) when you sign and return the Order Confirmation Paperwork to us or, if earlier, the date you make the upfront payment specified in the Order Confirmation Paperwork to us. The Contract will take effect once our Offer has been accepted (or deemed accepted) by you in accordance with this condition (the “Start Date”).

2.3 Your Subscription will renew annually and you will be invoiced annually in advance for the Subscription Fees due each year unless specified otherwise in your Order Confirmation Paperwork.

2.4 Before we can begin Set-Up for your or provide the Services to you, we need (1) to have received in our bank account the Deposit; received the Set-Up Fees in the full amount detailed in your Order Confirmation Paperwork; and (3) received confirmation that you have set up a direct debit in our favour for payment of the annual Fees. We will not begin to perform any part of the Services until we have received such payment.

2.5 After the requirements set out in condition 2.4 above have been completed, a member of our set-up team will be in touch with you to discuss the Set-Up process and gather certain information that we need for Set-Up. Following this, we will produce a Project Plan to confirm the agreed details in respect of your Set-Up, a copy of which will be emailed to you for your confirmation. The Project Plan will be accepted by you upon the earlier of (i) you confirming your acceptance via email; (ii) you signing and returning the Project Plan to us (by electronic means or otherwise). Notwithstanding the foregoing, unless you tell us in writing that the Project Plan is not agreed, then you will be deemed to have accepted the Project Plan within 5 working days of us making it available to you for approval.

2.6 Following your acceptance (or deemed acceptance) of the Project Plan in accordance with condition 2.5, we will begin Set-Up on or around the start date estimated in the Project Plan but, for the avoidance of doubt, time shall not be of the essence in respect of the Set-Up start date.

2.7 The Project Plan will set out the Predicted Go-Live Date and this is determined by us taking into account all of the information you give to us during the process of agreeing the Project Plan. Whilst we shall use commercially reasonable endeavours to meet the Predicted Go-Live Date, we reserve the right to amend this upon giving you not less than 7 days’ written notice in advance and the revised Predicted Go-Live Date shall supersede the previous Predicted Go-Live Date. The Predicted Go-Live Date (as revised) will be the date your Subscription commences, for the purposes of determining the annual renewal date (the “Subscription Start Date“).

2.8 The Contract will commence on the Start Date and, subject to earlier termination in accordance with condition 12, shall continue for the Initial Term. Thereafter this Contract and your Subscription will automatically renew for periods of 12 months or such longer period as may be agreed between the parties in writing (each a “Renewal Term”) unless and until terminated by either party giving the other no less than 90 days’ written notice, such notice to take effect at the end of the Initial Term or next Renewal Term, as applicable (the “Term”).

3.Our obligations to you

3.1 We will provide our Services with reasonable skill and care and in all material respects with the Order Confirmation Paperwork and Quote.

3.2 We will only accept and action instructions from Authorised Users. Please refer to condition 4.1 below on your obligations in respect of your Authorised Users.

3.3 We will maintain regular back-ups to our data centres of any data input by you, your Authorised Users, or us on your behalf, for the purpose of using the Subscription and Services or facilitating your use of the Subscription and Services.

3.4 We will use our reasonable efforts to seek to ensure that, following the Subscription Start Date, the Software comprised in your Subscription is available 99.5% of the time 24 hours of the day, 7 days a week, except for planned maintenance work and emergency downtime. If we have planned this maintenance work, we will give you notice in advance. If we have not planned the maintenance work and/or emergency downtime is necessary, we will try our best to conduct this outside of normal business hours and give you notice in advance unless the maintenance work is an emergency.

3.5 As part of our Support Services, we will provide you with support for the Standard Package and Add-ons you have subscribed to receive during regular business hours (8am to 6pm Monday to Friday, excluding public holidays in England). Our Support Services are general in nature and extend to supporting you with all reasonable requests in relation to the Software (including any Add-ons), save for all those matters which we believe (in our sole discretion) sit outside of the remit of Support Services including but not limited to the following:-

3.5.1 all hardware that you use in relation to the Software;

3.5.2 any general queries relating to third party integration (including, but not limited to providing training and/or support on third party software, hardware or services);

3.5.3 tidying up the Software and system due to your users who do not use the system correctly and in accordance with the training we provide;

3.5.4 training requests in addition to those already agreed with us as part of the Services; and

3.5.5 Software development and/or enhancement requests. Although please note that we do welcome these suggestions, but are under no obligation to action them or if we do action them, our team will prioritise all requests accordingly.

3.6 In addition to the above, we will also provide you with a critical urgent support service 24 hours a day, 7 days a week if you experience one of the following problems:

3.6.1 having any one or all of our servers down and this (in our reasonable opinion) substantially affects or prevents:

3.6.1.1 your ability to access your database;

3.6.1.2 the speed of your database (where your database is running unreasonably slow compared to its normal operation);

3.6.1.3 your ability to preview any report-related documents (for example, tickets and invoices);

3.6.2 any other issue which is caused (in our reasonable opinion) by our Software and the issue prohibits or prevents you from conducting your business; and

3.6.3 the mobile driver and weighbridge applications cease working.

3.7 Please note that we reserve the right in our sole discretion to determine the scope of the critical urgent support we provide, and circumstances in which we will provide it to you.

3.8 Please follow the instructions provided to you during training (these can also be accessed on our service desk portal) in respect of how to access our standard Support Services and critical urgent Support Services.

3.9 Please note that we reserve the right to make any changes to the Subscription and/or Services which are necessary to comply with the law or safety requirements, or which do not significantly impact the nature or quality of the Subscription and/or Services. We will let you know if we plan on changing the Subscription and/or Services for one of these reasons.

3.10 Where, as part of the Services, we provide any development or customisation services in connection with the Software, you will sign off on the requirements and agree these Services in writing before we begin work. Once signed off and agreed by you in writing, you will not be able to amend or cancel these Services without incurring additional charges to reflect the work we have already undertaken. Provided you do not wish to amend or cancel these Services, we will make your developed and customised Software available to you for use following completion of such Services.

4.Your obligations

4.1 Do’s – You will:

4.1.1 Cooperate with us and provide us with such information (and ensure this information is accurate) as we request so that we can supply the Subscription and Services;

4.1.2 Comply with and perform your obligations set out in the Order Confirmation Paperwork, the Project Plan and these Terms and where such obligations are time sensitive, perform such obligations in accordance with the relevant timings.

4.1.3 Comply with all of our reasonable instructions including (without limitation) all milestones and deadlines pertaining to the delivery of the Subscription and Services that we notify you of from time to time.

4.1.4 Comply with the terms of all arrangements and agreements you have in place with any third party in relation to the Services (including but not limited to your customers);

4.1.5 To the extent required, grant us access to your premises and equipment for us to provide the Services to you;

4.1.6 Get and maintain the licences, permissions and consents you need in respect of our Subscription and/or Services before the Predicted Go-Live Date (note, we are not a waste broker);

4.1.7 Be solely responsible for complying with (and procuring that your customers or the third parties you engage in the provision of your business) comply with all applicable laws, statutes, regulations and codes from time to time in force, relevant to the Contract, including but not limited to the Environmental Protection Act 1990; the Landfill Directive (1999/31/EC); the Hazardous Waste (England and Wales) Regulations 2005; the Packaging Waste Regulations 1997; the Producer Responsibility Obligations (Packaging Waste) Regulations 2007, together with the Producer Responsibility Obligations (Packaging Waste) Amendment (England) Regulations 2020; the Environmental Permitting (England and Wales) Regulations 2010; the Waste (Miscellaneous Amendments) (EU Exit) Regulations 2019 together with the Waste (Miscellaneous Amendments) (EU Exit) (No. 2) Regulations 2019; the Waste (Circular Economy) Regulations 2020; the Waste Electrical and Electronic Equipment (Amendment) Regulations 2018 together with the Waste Electrical and Electronic Equipment (Amendment) (No. 2) Regulations 2018 (and amendments) 2020 (in each case, as such shall subsist from time to time). Please note that this list is not intended to be exhaustive and you shall (and shall procure that your customers shall) keep up to date and comply with all amendments, enactments, re-enactments from time to time of such legislation. Any reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. Furthermore, unless the context otherwise requires, any reference to European Union Law (whether express or implied) that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31st January 2020 from time to time;

4.1.8 Where you are required by law to retain documents, notices, certificates, materials, data, records, invoices, logs, forms, registers, reports, files or such other paperwork from time to time (Documentation) for a certain period of time, and you are using our Services to comply with these obligations, please note the following obligations in relation to the Documentation:

We keep Non-Hazardous Waste Transfer Notes and Hazardous Consignment Notes for three years and Invoices for six years on our database. Where you wish to keep copies of Documentation for longer than three or six years respectively, it will be your sole responsibility to download the Documentation from our database and keep copies on your own database. Where we remove your Documentation and you have failed to download copies, we will not be responsible for this; and

If either of us give notice to terminate the Contract, you must, prior to termination, download a copy of all Documentation stored by you on the Software’s databases. On termination, you will cease to have access to the Software, its databases and all data contained therein (including but not limited to the Documentation);

4.1.9 Be responsible for determining who your Authorised Users are during the Term. We will set up an initial Authorised User at the Subscription Start Date and thereafter, you are responsible for determining who your Authorised Users are during the Term, and enabling or disabling the access of your Authorised Users if they join or leave your business during the Term;

4.1.10 Be responsible for setting your own username and password to access the Subscription but please note that if you forget your username or password outside of regular business hours, this will not be covered by our critical urgent support services. In addition, you shall (and shall procure that all Authorised Users you share the credentials with shall) keep all usernames and passwords that are used to access the Subscription confidential. (Please note that we do have the ability to disable any password, whether chosen by you or us, if, in our opinion, you fail to comply with these Terms);

4.1.11 Make all arrangements necessary to be able to access the Subscription and the Services, for example, the availability of hardware and software;

4.1.12 Ensure all Authorised Users are aware of, and comply with, these Terms. This is your sole responsibility and you will be responsible for an Authorised User’s breach of these Terms, or such other person you may permit use and access the Subscription and the Services from time to time;

4.1.13 Be responsible for any action or activity undertaken by any party when using the Subscription and/or accessing the Software comprised in the Subscription via your (or your Authorised Users’) password(s);

4.1.14 Use the Subscription and Services in accordance with the training and any documents and information we may give to you;

4.1.15 Have and maintain network connections and telecommunications links from your systems to our data centres (be aware that you are responsible for any problems, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications or the internet); and

4.1.16 Have business continuity procedures in place that you maintain to minimise disruption to your business if the Subscription and/or Services are unavailable or the Contract is terminated.

4.2 Do not’s – please be aware that it is your sole responsibility to comply with the following:

4.2.1 Do not share the passwords that you use to access the Subscription and/or Services with any third party;

4.2.2 If you (or someone acting on your behalf) prevents or delay us performing our obligations under the Contract (a “Default”) we may:

suspend supplying the Services and/or the Subscription to you until you resolve the Default and we can rely on your Default to relieve us from performing our contractual obligations to the extent that your Default prevents us or delays us from performing such contractual obligations;

we will not be liable for any costs or losses you incur because we have suspended supply of the Services and/or Subscription because of your Default;

you will reimburse us, on demand, for any costs, charges or losses we sustain as a result of your Default. If this is the case, we will confirm these amounts to you in writing.

4.2.3 Do not misuse the Subscription by knowingly introducing viruses, trojans, worms, logic bombs or other material which is (or could be) malicious or technologically harmful;

4.2.4 Do not attempt to gain unauthorised access to the Subscription and/or Services, the server on which the Subscription is hosted, or any server, computer or database connected to the Subscription;

4.2.5 Do not attack the Software comprised in the Subscription via a denial-of-service attack or a distributed denial-of-service attack. If you breach this provision, or the two above, you would be committing a criminal offence under the Computer Misuse Act 1990 and we may report you to the relevant law enforcement authorities. This would also be an irremediable material breach under the Contract and your right to use the Subscription will be immediately withdrawn without notice;

4.2.6 At any time from the date of the Contract to the expiry of six months after termination of the Contract, you must not (without our prior written consent) solicit, entice, employ or attempt to employ any person who is, or who has been, engaged as our employee or sub-contractor in the previous twelve months.

5.Software

5.1 We give you a non-exclusive non-transferable licence to use the Software comprised in the Subscription from the Subscription Start Date until the date this Contract ends.

5.2 Your obligations in relation to the Software are as follows, except where permitted by the relevant licence in respect of any open-source software (as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org)). You agree that you will, and will ensure your Authorised Users:

5.2.1 will not sell, assign, lease, sub-licence, rent, loan, transmit, network or otherwise distribute or make available the Software comprised in the Subscription in any manner to third parties without our prior written consent;

5.2.2 will use the Software comprised in the Subscription for your own business purposes only;

5.2.3 will take steps to keep the Software comprised in the Subscription secure and safeguard it from theft or from access by unauthorised persons;

5.2.4 will not allow any third party to use the Software comprised in the Subscription

5.2.5 shall not (and shall not permit any third party to) reverse engineer, decompile, disassemble or copy the Software comprised in the Subscription unless it is strictly necessary for the purpose of achieving interoperability of the Software with another software program used by you and this has been approved by us expressly in writing;

5.2.6 will not remove any trade marks, copyright notices or other legal or proprietary notices from the Software; and

5.2.7 shall indemnify Us against any loss or damage We may suffer as a result of your breach of this condition 5.2.

5.3 You are solely responsible for the content uploaded using the Software and the Services. We are not liable to you or any third party in respect of such content and/or data transmitted by the Software.

5.4 You acknowledge that any open-source software (as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org)) is provided “as is” by us. You agree to comply with any relevant open-source licence terms (as such may be updated from time to time).

6.Charges and Payment

6.1 The Fees payable are as set out in the Order Confirmation Paperwork and will be payable in accordance with the payment details set out therein.

6.2 Services we specify in the Order Confirmation Paperwork as being provided on a ‘time-and-materials’ basis (for example, providing training to you, off-site set-up days etc.), will be charged as follows:

6.2.1 You will pay our standard daily fee rates. The applicable rate will be detailed in your Order Confirmation Paperwork or, if changed from the date we issue your Order Confirmation Paperwork to you, the applicable rate will be detailed in our subsequent quote to you and is calculated on the basis of a seven-hour day (worked between 9.00 am and 5.00 pm on weekdays, excluding weekends and public holidays in England and Wales).

6.2.2 We reserve the right to charge you overtime at a rate of 150% of the normal rate for any part days and time worked by us outside of the hours/days referred to above. Such additional charges will be levied on a pro-rata basis and we will notify you of the rate accordingly.

6.2.3 We will invoice you in advance upon receipt of your signed Order Confirmation Paperwork for our charges, for any anticipated expenses and materials (together with VAT where appropriate), unless you are within the Set-Up phase, then you will be invoiced for our charges and any anticipated materials (together with VAT where appropriate) once your Predicted Go-Live Date is booked. Payment will be due prior to commencement of the delivery of the Services. We will invoice you for any expenses incurred and for any additional materials provided or consumed immediately after delivery (together with VAT where appropriate). These excess charges will be payable according to the payment advice shown on the invoice. For these purposes, VAT shall mean value added tax chargeable under English Law for the time being, and any similar additional tax.

6.2.4 In the event that you wish to cancel any Services which are being provided on a ‘time-and-material’ basis, we reserve the right to charge you such amounts as outlined below by way of compensation to us for, and in recognition by you of, the amount of planning and work we have undertaken to be in a position to provide these ‘time-and-material’ based Services to you. Such cancellation charges will be made as follows:

(a) In the event that the services have been prepaid, no charges will be refunded if you cancel these services within 48 hours of the relevant dates (including any and all applicable expenses we incur in connection with your days which we are unable to cancel or rearrange (for example, hotel bookings or travel tickets). If you cancel these services within 48 hours of the relevant dates and our invoices for these services remain unpaid, then our invoice(s) must be paid in full; or

(b) In the event that the services have been prepaid and you cancel the services within five (5) working days of the relevant dates , an amount equal to our estimate of the total price for one (1) day booked will be deducted from your refund (including any and all applicable expenses we incur in connection with your days which we are unable to cancel or rearrange, for example, hotel bookings or travel tickets). If you cancel these services within five (5) working days of the relevant dates and our invoice(s) for these services remain unpaid, an amount equal to our estimate of the total price for one (1) day booked will be payable; or

(c) You will not be charged any cancellation fees if you cancel days booked six (6) working days or more in advance of the relevant dates but you will be responsible for any and all applicable expenses we incur in connection with your days which we are unable to cancel or rearrange (for example, hotel bookings or travel tickets). Under these circumstances, a full refund for the relevant prepaid services will be made.

6.3 Services provided on a ‘fixed price’ basis will be provided and charged as detailed in the Order Confirmation Paperwork.      

6.4 The Subscription Fees are payable annually in advance. The Subscription Fees shall be fixed for the Initial Term.  Thereafter we reserve the right to increase the Subscription Fees on an annual basis by giving you no less than one month’s notice, with such increase taking effect for the next Renewal Term. 

6.5 If you would like to raise a dispute regarding any charges, you must write to us within thirty days of the date of the invoice containing the disputed charges. The charges shall be deemed accepted if we do not receive a notice within this time. Even if you dispute any charges, you will still be required to make payment of these and, if we agree the charges have been incorrectly raised, we may refund such charges to you.

6.7 We reserve the right to change the charges for the Services by giving you at least 14 days’ notice in writing of any changes. If we do this, the Order Confirmation Paperwork will no longer detail the applicable rate for the Services. Rather, our notice in writing of the changes will set out the revised applicable rate. 

6.8 You may request changes to the Services and/or purchase Add-ons (a “Change”) from time to time by making a request to us in writing. If we are able to accommodate the changes and/or supply the Add-ons we shall confirm this in writing, providing you with details around the additional costs and Fees, the impact the Change will have on timings and any other relevant information.  If you wish to proceed with the Change, subject always to you paying the relevant Fees, we shall implement such change.  Where the Change involves the provision of Services, such Services shall be supplied in accordance with these Terms and be subject to payment of the relevant Services Fees (in accordance with the payment terms agreed between us in writing).  Where the Change involves the purchase of Add-ons, subject to payment of the relevant Subscription Fees, those Add-ons will form part of your Subscription from the date of purchase.  

6.9 No sums paid under the Contract are refundable. We will not refund any partially used or unused Subscription and/or Services. 

6.10 If you fail to pay us by the due date then we may in our sole discretion:-

6.10.1 Charge interest on overdue sums at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and compounded quarterly until payment is made; 

6.10.2 Suspend supply of the Subscription and the Services by giving you five (5) working days notice in writing.  Such suspension will continue until you have made payment in full. Your obligations to pay for the Subscription and Services will continue during any period of suspension; and/or

6.11 Time for payment shall be of the essence of the Contract. This means that any delay to payment howsoever caused would permit us to terminate this Contract and claim damages from you.

6.12 If the Contract is terminated, you must immediately pay us all sums due. 

6.13 We can set off any liability of you to us against any liability of ours to you. This is without prejudice to any other rights we have.

7.Intellectual Property Rights

7.1 We (or our licensors) will continue to own all Intellectual Property Rights and any other rights in the Software and Services.

7.2 We grant to you for the Term a non-exclusive, non-transferable, revocable limited licence to use such of our Intellectual Property Rights as is strictly necessary to enable you to make reasonable use of the Subscription and the Services in accordance with the Contract. This licence will automatically terminate upon termination of the Contract. 

7.3 Save for condition 7.2, you do not have any other rights to, or in, our Intellectual Property Rights or any other rights or licences in respect of the Services or the Software. 

7.4 You grant to us a non-exclusive, royalty-free, worldwide, perpetual licence to use, copy, amend and modify your data (being the data inputted by you, your Authorised Users or us on your behalf) to the extent reasonably necessary for us to provide the Subscription and/or the Services. 

8.Confidentiality

8.1 Anything we supply to you (such as materials, equipment, tools, drawings, specifications and data) will remain our exclusive property. If we do supply any of these to you, you must keep them safe and ensure you have valid insurance to cover them. You must not use our supplies for any purpose other than what we say they can be used for and you must not dispose of them unless we ask you to. 

8.2 Confidential information is information that is proprietary or confidential in nature and concerns the business affairs, customers, clients or suppliers of the other. Confidential information will not be information that:

8.2.1 Is or becomes publicly known (except for if leaked by either of us);

8.2.2 Was already in our possession before we were told by the other party;  

8.2.3 Is lawfully disclosed to the other by a third party; 

8.2.4 Is independently developed by you or us and evidenced in writing; 

8.2.5 Is required to be disclosed by law or court order. 

8.3 Each of us shall keep the other’s confidential information secret and not make it available to any third party or use it for any purpose other than implementing the Contract, unless required by law. 

8.4 Subject to condition 9 (limitation of liability), neither party will be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.

8.5 Please be aware that the details of the Subscription and/or the Services, the results of any performance tests of the Subscription and/or Services and any feedback you give to us in respect of the Subscription and/or Services is our confidential information.

8.6 You agree that we are entitled to identify you in our client lists and may use your name and logo for such purpose in our marketing materials and press releases. If you do not want us to include you in such marketing use, please inform us in writing. 

8.7 You will, on request by us, provide us with a case study (video and written) outlining your experience of the Subscription and Services, which we can use to promote our services to potential customers.

8.8 This condition shall survive termination of the Contract, meaning that you are bound by the obligations of confidentiality even after we cease to provide Subscription and  Services to you.

9.Limitation of Liability

9.1 This condition sets out our entire liability to you in connection with the Contract and our provision of the Subscription and Services to you. You should ensure that you have read and understood this condition and, if necessary, taken out any relevant insurance in respect of any losses which you would not be able to recover from us before the start of the Contract. 

9.2 This condition 9 sets out our maximum liability to you in respect of any breach of the Contract, any use of the Subscription, Services and any representation, misrepresentation, statement or tortious act or omission (including, without limitation, negligence) arising under or in connection with the Contract.

9.3 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.

9.4 We do not exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by law.

9.5 Subject to condition 9.4, we will not be liable in any circumstances for loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss of goods, loss of contracts, loss of use, loss of corruption of data or information, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, loss arising from any suspension of the Subscription and/or Services by us in accordance with these Terms, or loss or damage caused by any failure in or interruption to your network connections and telecommunications links or otherwise by the internet. 

9.6 Subject to conditions 9.4 and 9.5, our total liability to you is limited to the total annual price you pay for the Subscription Fees. 

9.7 You shall indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs (including but not limited to court costs and reasonable legal fees), howsoever caused, arising out of or in connection with your access to or use of the Subscription, Services and/or any breach by you of these Terms. 

10.Data protection

10.1 Both you and us will comply with all applicable Data Protection Laws. When we use the terms personal data, data subject, process, processor and controller in this condition, those terms shall have the meanings given to them in the Data Protection Laws.

10.2 Where we process personal data on your behalf under the Contract (except for personal data of your personnel which we process as controller of such personal data, as part of our internal administration)  you are the controller and we are the processor of that data for the purposes of the Data Protection Laws. Please refer to Schedule 1 appended to these Terms which sets out the scope, nature, purpose, duration, types and categories of our processing. 

10.3 You must ensure you have all necessary consents and notices in place to enable the personal data to be lawfully transferred to us for the duration and purposes of the Contract. 

10.4 In relation to any personal data we process in connection with performing our obligations under the Contract, we shall:

10.4.1 Only process the personal data for the purpose of providing the Subscription and the Services. Unless we are required to do so by domestic law, any processing beyond this scope will not be undertaken without your documented written instructions; 

10.4.2 Not transfer any personal data outside of the United Kingdom unless:

(a) There are appropriate safeguards in place in relation to the transfer (provided by you or us);

(b) The data subject has enforceable rights and effective legal remedies; 

(c) We provide an adequate level of protection to any personal data that is transferred; and

(d) We comply with your reasonable instructions with respect to the processing of the personal data;

10.5 At your cost, we will assist you in responding to any request from a data subject and ensuring compliance with your obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with authorities or regulators;

10.6 Notify you as soon as we become aware of a personal data breach (as defined in the Data Protection Laws); 

10.7 Delete or return personal data (including copies) to you upon termination of the Contract where requested unless we are obligated to store the personal data by law; 

10.8 Maintain materially complete and accurate records to demonstrate our compliance with this condition. If we believe an instruction you give us is in contravention of the Data Protection Laws, we will inform you;

10.9 Both you and us will ensure that we have appropriate technical and organisational measures in place to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and  

10.10 You consent to us appointing third-party processors of personal data under the Contract. We will enter into a written agreement with any third-party processors, incorporating terms which are substantially similar to the terms set out in this condition. We will remain liable for the acts and omissions of any third-party processor we appoint pursuant to this condition.

11.Termination

11.1 Either of us may terminate the Contract without liability to the other if:

11.1.1 the other fails to pay any amount due under the Contract on the date it is due, and such amount remains unpaid for seven days after being notified in writing to make such payment;

11.1.2 the other commits a material breach of the Contract and that breach is irremediable or is remediable but has not been remedied within 14 days of being notified in writing to do so;

11.1.3 the other repeatedly breaches the Contract as to reasonably justify the opinion that its conduct is inconsistent with its intention or ability to comply with the Contract. 

11.1.4 an order is made or a resolution passed for the winding-up of the other or an order is made for the appointment of an administrator, a receiver and/or manager or administrative receiver is appointed in respect of the other party or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up order or the other takes or suffers any similar or analogous action in consequence of debt.

11.2 On termination of the Contract for any reason:

11.2.1 all licences granted under the Contract shall immediately terminate; 

11.2.2 we may destroy or otherwise dispose of any of your data in our possession; and

11.2.3 any rights, remedies, obligations or liabilities of either of us that have accrued up to the date of termination will not be affected or prejudiced. 

11.3 Any provision of the Contract that is intended to come into or continue in force (whether express or implied) on or after termination or expiry of the Contract will remain in full force and effect.

12.Important Boilerplate Conditions

12.1 Force Majeure: We will not be liable to you in any circumstances if our ability to comply with the Contract is affected by acts, events, omissions or accidents beyond our reasonable control. These may include but are not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

12.2 Waiver: If either of us fail to or delay in exercising any of our rights or remedies under the Contract or by law, this will not constitute a waiver of it, nor shall it prevent or restrict the further exercise of it.

12.3 Rights and Remedies: The rights and remedies under the Contract are in addition to any rights or remedies provided by law.

12.4 Variation: We may make changes to these Terms where such a change is required due to any change in applicable law or regulation, our Services change or the cost of supplying the Subscription and/or Services increases. No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by one of our duly authorised representatives.

12.5 Severance: If any part of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. We will negotiate in good faith with you to amend the provision so that it reflects the intended commercial result of the original provision to the greatest extent possible. If that is not possible, the relevant part shall be deemed deleted. A modification or deletion of any part will not affect the rest of the Contract.

12.6 Entire Agreement: The Contract constitutes the entire agreement between you and us. It replaces and revokes anything previously understood or given to the other party (either written or oral). You acknowledge that when you sign the Order Confirmation Paperwork, you will not be able to rely on anything not set out in the Contract.

12.7 Assignment: You must not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract without our prior written consent. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract.

12.8 No Partnership or Agency: The Contract does not create a partnership between you and us, nor does it authorise either of us to act as agent for the other.

12.9 Third Party Rights: Only you and us, our successors and permitted assignees shall have the right to enforce any of the Terms.

12.10 Notices: Notices must be in writing and delivered by hand or by prepaid first class post (airmail if to an address outside of the posting country) to the address set out in the Order Confirmation Paperwork. Notices given according to the above procedure will be deemed to have been given at the time of delivery (if delivered by hand or email) and received (if sent by post) or 48 hours from the date of posting (whichever is earlier). Please note that if the notice relates to the service of any proceedings or other documents in legal action, you must not send these by email.

12.11 Governing Law and Jurisdiction: The Contract and any dispute or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 — Processing, Personal Data and Data Subjects

1 Scope and Purpose: such processing as is reasonably necessary for us to provide the Subscription and Services in accordance with the Contract.

2 Nature: to provide the Subscription and Services to the Customer pursuant to the Contract.

3 Duration: for the Term and any period thereafter where we are required by applicable laws to continue processing the relevant personal data.

4 Types of personal data: Names and contact details of the Customer’s employees, agents and contractors and names and contact details of the Customer’s customers’, suppliers’ and other business contacts’ employees, agents and contractors.

SCHEDULE 2 — Service Level Agreement

Any issues which fall within the remit of the Support Services shall be prioritised as follows. We shall endeavour to resolve such issues in line with the following timescales (which to avoid doubt, apply during the hours the Support Services are available, as detailed in conditions 3.5-3.8).  For the purposes of the Contract, resolution shall mean full resolution or the supply of a workaround which enables you to continue using the Software comprised in your Subscription.

Priority Group Classification Initial Response time Target Resolution time
P1 Business Critical Issue leading to one or more business(es) / group of employees unable to operate. 30 mins 5 hours
P2 A highly critical issue with the potential to cause a significant increase or disruption to the clients workload. 1 hour 8 hours
P3 A moderately critical issue with minimal impact on a client’s ability to operate their business. 2 hours 3 working days
P4 Low impact issue, impacting a single user that does not stop the business operating effectively. And/or there is a clear workaround available. 3 hours 10 working days
P5 Very low impact issue that does not impact the clients operations. 4 hours 20 working days

The above are subject to the provisions contained in conditions 3.5-3.8.

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