Terms & Conditions

1. Contracting Parties and Scope

1.1. The contracting parties are:

• The Supplier: The legal entity specified in the order confirmation, signed customer contract, or partner agreement (the "Customer Contract").
• The Customer: The person or legal entity specified in the Customer Contract.

1.2. The Supplier and the Customer are collectively referred to as the "Parties" and separately as a "Party."

1.3. These General Terms and Conditions ("General Terms") apply to any purchase of subscription-based services from the Supplier.

1.4. The contractual relationship between the Parties is governed by the following documents, in the following order in case of conflict (the "Contract Documents"), which collectively constitute the "Agreement":

1. The Customer Contract
2. The Data Processor Agreement
3. These General Terms
4. The Service Level Agreement (if concluded)
5. The description of the Supplier's services, as updated from time to time, available on the Supplier's website (the "Service Description").

1.5. Any modifications or amendments to the Contract Documents are binding only if confirmed in writing (including electronically) by the Supplier.

1.6. By signing the Contract Documents, the individual entering into the Agreement on behalf of the Customer confirms they have the legal authority to bind the Customer.

2. Contact Information

2.1. The Parties' contact information is stated in the Customer Contract. All inquiries and notices under these General Terms must be made in writing and sent to the email address provided.

2.2. Each Party must notify the other of any changes to their contact information. Notices sent to the original or most recently provided contact details will be considered submitted.

3. The Service

3.1. Each subscription specified in the Customer Contract creates a Service (the "Service").

3.2. The Service is deemed activated when the Customer is provided with login credentials to access the Service (the "Activation Date").

3.3. The Customer is granted a non-exclusive, non-sublicensable right to use the Service and the data generated or created through the Service for the duration of the Agreement.

3.4. The Customer does not have the right to access the source code, modify, reproduce, reverse-engineer, decompile, disassemble, or copy the Service.

4. Third-party Software

4.1. If the Supplier uses third-party software ("Third-party Software") as part of delivering the Service, the Supplier shall not be liable for any defects, failures, or interruptions arising from such software.

4.2. The Customer assumes all risks and costs of using any third-party software, including any damages or inconveniences caused to others.

4.3. The Customer must notify the Supplier without delay if issues with third-party software arise, and the Supplier may, at its discretion, offer assistance.

5. Customer's Obligations

5.1. The Customer must ensure that the Service is used in accordance with any instructions, user manuals, or information provided by the Supplier or any third-party software provider.

5.2. The Customer must not use the Service in violation of applicable laws, third-party intellectual property rights, or any other agreements entered into with the Supplier.

5.3. The Customer is responsible for ensuring its employees, contractors, or any other individuals with access to the Service comply with the Agreement.

6. Payment

6.1. Pricing

The price for the Service, including any subscription fees, onboarding fees, or other one-off charges, is set out in the Customer Contract.

6.2. Onboarding Fees and One-Off Charges

Onboarding fees and any agreed one-off charges are invoiced upon signature of the Customer Contract. Payment is due immediately unless otherwise agreed in writing.

6.3. Subscription Fees

Subscription fees are invoiced annually in advance and will be collected on the Activation Date, with subsequent invoices issued annually on the anniversary of that date.

6.4. Payment Method

All payments must be made by Direct Debit or credit card through the Supplier's approved payment providers. The Customer must maintain a valid and active payment method at all times during the Agreement.

6.5. Late Payment

In case of delayed payment, the Supplier may charge interest at the rate applicable under UK law from the date payment was due until the date payment is received. The Supplier may also suspend the Service until full payment is made.

6.6. No Withholding or Deduction

The Customer has no right to withhold payments, set off amounts, or make any deductions unless the claim has been expressly acknowledged in writing by the Supplier.

7. Price Changes

7.1. Annual CPI Adjustment

The Supplier may apply an annual price adjustment based on the UK Consumer Price Index (CPI).

The adjustment will be calculated using the most recently published 12-month CPI figure available at the time the Supplier issues its annual CPI notice.

The CPI adjustment will take effect on:

• (a) 1 January each year for Customers whose Initial Term has ended; and
• (b) the first invoice issued after the end of the Initial Term for all other Customers.

This mechanism applies regardless of the Customer's billing frequency, including monthly, quarterly, biannual or annual billing.

7.2. Annual Notice of CPI Adjustment

The Supplier will provide the Customer with one written notice per year, at least 60 days before the adjustment takes effect.

This annual notice will state the CPI percentage to be applied and is deemed sufficient for all Customers, regardless of billing schedule or when their Initial Term ends.

7.3. Other Price Changes

No other price changes will be made during the Initial Term unless expressly agreed in writing by both Parties.

8. Term and Termination

8.1. The Agreement is effective from the date of the last signature on the Customer Contract (the "Effective Date").

8.2. Unless otherwise stated in the Customer Contract, the initial term is 36 months from the Activation Date ("Initial Term"). The Agreement will automatically renew for 12-month periods (the "Renewal Term") unless terminated by either Party with 3 months' written notice prior to the expiry of the Contract Period.

8.3. Upon termination, the Customer is liable for all fees due until the end of the Contract Period, upon which the Supplier will cease providing the Service.

9. Limitations of Liability

9.1. The Supplier shall not be liable for any indirect or consequential losses, including but not limited to loss of profit, revenue, business opportunities, or data.

9.2. The Supplier's total liability for any claim related to the Agreement shall be limited to the amount paid by the Customer for the Service in the 12 months preceding the claim.

10. Data Processing

10.1. The Customer is the data controller and is responsible for ensuring compliance with data protection laws, including GDPR, for all personal data processed via the Service. For more details, see our Privacy Policy.

10.2. The Supplier's responsibility for storing data ends at the termination of the Agreement. The Customer must export and store any data before the end of the Contract Period.

10.3. Upon termination, the Supplier will delete all data within the timeframes specified in the Data Processor Agreement unless otherwise agreed in writing.

11. Confidentiality

11.1. Each Party agrees to keep the other Party's confidential information confidential and not disclose it to third parties without written consent.

11.2. The confidentiality obligations extend beyond the term of the Agreement.

12. Changes to the General Terms

12.1. The Supplier reserves the right to modify these General Terms by providing at least 30 days' written notice to the Customer. The changes will take effect after the notice period unless the Customer terminates the Agreement before the changes come into force.

13. Software Updates and Changes to the Service

13.1. The Supplier reserves the right to update or make modifications to the Service at any time. Such updates may include changes in functionality, design, or other elements, provided they do not materially reduce the Service's functionality.

13.2. New versions of the Service may not necessarily include all functions available in previous versions but will maintain a similar level of functionality.

13.3. If the Supplier decides to discontinue a specific Service or part of a Service, the Supplier may terminate the Agreement with 30 days' written notice to the Customer.

14. Changes to the Contract Documents

14.1. The Supplier may update or modify the Contract Documents, including these General Terms, with one month's written notice (including electronically) to the Customer.

14.2. Such changes will take effect after the notice period unless the Customer chooses to terminate the Agreement during that period.

15. Force Majeure

15.1. The Parties' obligations under this Agreement are suspended to the extent and for the duration of any Force Majeure event.

15.2. Force Majeure includes, but is not limited to, events beyond the Parties' control, such as strikes, natural disasters, fire, war, pandemics, or other unforeseeable events that materially affect the ability of a Party to perform its obligations.

15.3. The Party affected by Force Majeure must notify the other Party promptly of the event and its expected duration. When the Force Majeure event ends, the affected Party must resume performance of its obligations.

16. Governing Law and Jurisdiction

16.1. The Agreement is governed by and construed in accordance with the laws of England and Wales.

16.2. Any disputes arising from the Agreement shall be resolved through negotiations between the Parties. If negotiations fail, disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.