NARASCAPE Platform Terms and Conditions

1. Reading and Accepting These Terms

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

By clicking the button on our Website or within the Platform to indicate your acceptance of these Terms, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.

We may change these Terms at any time by notifying you in accordance with these Terms and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

2. Eligibility

By accepting these Terms, you represent and warrant that:

• you have the legal capacity and authority to enter into a binding contract with us; and
• you are authorised to use the payment you provided when purchasing a Subscription.

The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:

• over the age of 18 years; or
• accessing the Platform on behalf of someone under the age of 18 years old and consent to that person's use of the Platform.

Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian's consent or if you have previously been suspended or prohibited from using the Platform.

If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

3. Duration of Your Subscription

1. Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 16.
2. Subject to clause 3(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for subsequent periods equal to the Subscription Period (Renewal Period).
3. This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice 30 days before the Renewal Date.

4. Solution

4.1 Scope of Your Subscription and the Solution

We will provide you, to the extent described in your Subscription Tier, the Platform and the Documentation (Solution).

Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

4.2 Accounts

• (Accounts) To use the Solution, you may be required to sign-up, register and receive an account through the Platform or the Website (an Account).
• (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.
• (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
• (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

4.3 Disclaimer

You acknowledge and agree that:

• any information provided to you as part of or in connection with the Solution is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;
• the Platform utilises artificial intelligence technologies (AI) in the provision of the Solution;
• AI is employed to enhance efficiency and quality but is not infallible and we are not liable for any errors, omissions, or inaccuracies attributable to AI used in the Platform;
• you must independently verify critical outputs where reliance on AI could impact your decision-making and shall not rely solely on the outputs generated by AI; and
• it is your responsibility to comply with applicable Laws relevant to your business, including employment laws and data protection laws.

4.4 Access

While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform and Documentation. If your Subscription Tier on the Website does not specify a number of Users for the Solution, your licence to use the Solution under this clause will be limited to one User.

4.5 EULA

Our provision of the Platform and the Solution to you is subject to Users agreeing to and complying with the EULA.

If a User does not agree to the EULA (or breach any terms of the EULA), we reserve the right to terminate their access to the Platform, and in such event, you will not be entitled to any refund of any Subscription Fees.

4.6 Enhancements

We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

We may change any features of the Solution at any time on notice to you.

Where we change or remove a feature of the Solution which removes critical functionality of the Solution, you may choose to terminate that agreement in accordance with clause 16.1 for a pro-rated refund of any pre-paid Subscription Fees.

4.7 Support Services

We will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services). Unless otherwise agreed in writing:

• we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control);
• we will use reasonable endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;
• you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Platform; and
• you will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.

5. Data Hosting

We will store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:

• (hosting location) You acknowledge and agree that we may host the Platform via cloud-based services which use storage servers located in and potentially outside the United Kingdom.
• (service quality) While we will use reasonable efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
• (security) We will use reasonable efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
• (backups and disaster recovery) In the event that User Data is lost due to a system failure (for example, a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

6. Client Obligations

6.1 Obligations

You agree to:

• provide us with all documentation, information and assistance reasonably required by us to provide you with the Solution, the Hosting Services, or the Support Services; and
• provide us with access to any third party or other accounts used by you (including log-in details and passwords) where reasonably required by us to provide you with the Solution, the Hosting Services, or the Support Services.

6.2 User Data

By providing or posting User Data, you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

• you are authorised to provide the User Data;
• the User Data is accurate and true at the time it is provided;
• the User Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
• the User Data does not infringe any Intellectual Property Rights, including copyright, trade marks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
• the User Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
• the User Data does not breach or infringe any applicable Laws.

6.3 Your Obligations

You must, and must ensure that all Users, comply with these Terms and the terms of the EULA at all times.

You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

• upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;
• use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
• upload any material that is owned or copyrighted by a third party, unless you are licensed or otherwise entitled to upload it to, and use it in connection with, the Platform;
• make copies of the Documentation or the Platform;
• adapt, modify or tamper in any way with the Platform;
• remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;
• act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
• use the Platform in a way which infringes the Intellectual Property Rights of any third party;
• create derivative works from or translate the Platform or Documentation;
• publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;
• integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any Documentation or instructions provided by us in writing;
• intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;
• sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than granting a User access as permitted under these Terms;
• decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
• share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution’s security;
• make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent; or
• attempt to circumvent any technological protection mechanism or other security feature of the Platform.

If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

You agree, and you must ensure that all Users agree:

• to comply with each of your obligations in these Terms;
• to sign up for an Account in order to use the Solution;
• that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
• that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 6.

7. Fees and Payment

7.1 Subscription Fees

You must pay subscription fees to us in the amounts specified on the Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).

All Subscription Fees must be paid in advance and are non-refundable for change of mind.

Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

7.2 Trial Period

We may from time to time offer a free trial period of the Solution (Free Trial Period). No payments will be due during any Free Trial Period and your first payment will be due immediately after the expiry of the Free Trial Period.

7.3 Automatic Recurring Billing

Subject to clauses 7.4 and 7.5:

• your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 7;
• while your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account; and
• by signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

7.4 Changes to Subscription Fees

We may, from time to time, change our Subscription Fees and provide you with 30 Business Days’ notice. During this time, you have the opportunity to cancel your Subscription with us.

If you do not notify us that you wish to cancel your Subscription within 30 Business Days, you will be deemed to have agreed to pay the new Subscription Fees on the relevant date(s) for payment.

The Subscription Fees will be effective from the date specified in the notice or, if no date is specified, on your next billing date.

7.5 Late Payments

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees on or before their due date.

7.6 VAT

Unless otherwise indicated, the Fees do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a valid VAT invoice.

7.7 Card Surcharges

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express), to the extent permitted by law, including the Payment Services Regulations 2017.

7.8 Online Payment Partner

We may use a third-party online payment partner, currently Paddle (Online Payment Partner) to collect Subscription Fees. Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you acknowledge and agree that:

• the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found here;
• you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
• we reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 16 will apply.

8. Posted Material

8.1 Warranties

By providing or posting any information, Material or other content in connection with the Platform (Posted Material), you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

• you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
• the Posted Material is accurate and true at the time it is provided;
• any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
• the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
• the Posted Material is free from any material that may harm our reputation or that of associated or interested parties;
• the Posted Material is not "passing off" of any product or service and does not constitute unfair competition;
• the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
• the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
• the Posted Material does not breach or infringe any applicable Laws.

8.2 Licence

• (Your ownership) As between you and us, you or your licensors own all Intellectual Property Rights in the Posted Material. Nothing in these Terms transfers to us ownership of any Intellectual Property Rights in the Posted Material.
• You grant, and must ensure that all Users grant, to us a non-exclusive, worldwide and royalty-free licence (including the right to sublicense to our Personnel, our hosting providers, our other subcontractors and any successor to our business or assets) to use the Posted Material, and to exercise the Intellectual Property Rights in it, in order to host, store, copy, modify, reproduce, adapt, publish, communicate and display it to the extent reasonably required for us to provide, operate, support, maintain and improve the Solution (including to process, orchestrate, generate and display your interactive content, and to make the Posted Material available to any person to whom you or a User chooses to publish or share it through the Platform) and otherwise to perform our obligations and exercise our rights under these Terms. That licence continues for so long as the Posted Material remains on the Platform, and for a reasonable period afterwards to the extent required to complete its deletion, to maintain back-ups or to comply with any Law.
• If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.
• You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party’s Intellectual Property Rights.

8.3 Removal

The Platform acts as a host for Posted Material and, except to the extent required by applicable Laws, has no obligation to screen Posted Material. However, we may, in our absolute discretion, review and remove any Posted Material from the Solution at any time without giving any explanation or justification for removing the Posted Material, including if we determine that the Posted Material infringes a third party’s Intellectual Property Rights, or is reasonably likely to.

You agree that you are responsible for keeping and maintaining records of Posted Material.

8.4 Infringing Content

(a) If you become aware of Posted Material, or other Material, on the Platform that infringes the Intellectual Property Rights of any person, or is reasonably likely to, you must contact us immediately.

(b) If you submit a complaint on our Website under clause 8.4(a):

• you warrant that the substance of the complaint is accurate, true and involves infringement of copyright;
• you acknowledge and agree that groundless threats of legal proceedings in relation to copyright infringement may be prohibited under applicable law (for example, the Copyright, Designs and Patents Act 1988, or equivalent laws wherever you are located); and
• you agree to indemnify us in relation to any loss or damage that may arise in relation to your complaint, including in relation to any third party claim that the complaint contains a groundless threat.

9. Intellectual Property and Data

9.1 Intellectual Property

• (Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Content not expressly granted to you.
• (Licence to you) You are granted a licence to the Platform Content and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.

9.2 User Data — Our Rights and Obligations

• You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services.
• We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
• To the extent permitted by law, we reserve the right to anonymise and aggregate User Data (Anonymised Data). We can use this Anonymised Data for our internal purposes, such as business analytics and product improvement, and we may aggregate and commercialise it, including in data sets provided to third parties. We will ensure that Anonymised Data cannot be used to identify any individual User.
• Notwithstanding any other provision of these Terms, we will not use, and will not permit or authorise any third party to use, any User Data or Anonymised Data to train, develop, fine-tune or improve any AI or machine learning model.
• Where we use third party AI tools or services in providing the Solution (including to generate video or transition content from still images you provide), we will only engage providers whose terms with us prohibit them from using User Data to train, develop, fine-tune or improve their AI models.

9.3 Your Obligations and Grant of Licence to Us

You are responsible for ensuring that:

• you share User Data only with intended recipients; and
• all User Data is appropriate and not in contravention of these Terms.

You:

• warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
• indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10. Third Party Software & Terms

10.1 Third Party Terms

If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘Third Party Terms’).

Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Solution to you and clause 16 will apply.

10.2 Third Party Software Integrations

You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay.

You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.

If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Software Changes), then:

• you acknowledge and agree that User Software Changes can have adverse effects on the Solution, including the Platform;
• you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;
• we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;
• we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;
• we may suspend your access to the Solution until you have changed or removed User Software Change; and/or
• we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.

11. Confidentiality

1. Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
3. The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.
4. Clause 11(a) does not apply to information which is or becomes generally available to the public other than through a breach of these Terms or another obligation of confidence, information which a party is required to disclose by law or by a regulatory authority, or information disclosed by a party to its Personnel, subcontractors, cloud storage providers or professional advisers for the purposes of these Terms, provided that the disclosing party procures that they keep that information confidential.

12. Publicity and Marketing

1. Notwithstanding the confidentiality provisions of these Terms, and subject to the remainder of this clause, each party grants the other a non-exclusive, royalty-free licence (transferable only to a successor to that party’s business or assets) to use the other party’s name, trade marks and logos, and to refer to the existence of the parties’ relationship and, in general terms, to the Solution, in that party’s marketing and promotional materials, including on its website and social media accounts, in customer and supplier lists, case studies, presentations, tender documents and investor materials, and in press releases and other public announcements.
2. The licence in paragraph (a) of this clause is granted for the duration of your Subscription. Either party may withdraw it at any time by written notice to the other party, in which case the other party must, as soon as reasonably practicable and in any event within 30 days of that notice, stop making any new use of the withdrawing party’s name, trade marks and logos and remove them from its website, its social media accounts and any other material it is reasonably able to amend. Neither party is required to recall or amend any material already printed or distributed in hard copy before that notice.
3. Each party must comply with any reasonable written brand or trade mark guidelines provided to it by the other party, and must not use the other party’s name, trade marks or logos in a way that is misleading or disparaging, or that suggests any endorsement, partnership or approval beyond the relationship described in these Terms.
4. Neither party may, without the other party’s prior written consent (which must not be unreasonably withheld or delayed): (i) attribute any quotation or statement to the other party or any of its Personnel; (ii) publish any case study or testimonial about the other party; or (iii) disclose the Fees (other than Subscription Fees published on the Website) or any other commercially sensitive terms of these Terms.
5. All goodwill arising from a party’s use of the other party’s trade marks accrues to the owner of those trade marks. Neither party acquires any right, title or interest in the other party’s Intellectual Property Rights under this clause, other than the licence expressly granted in paragraph (a) of this clause.
6. On the expiry or termination of your Subscription, the licence in paragraph (a) of this clause ends in respect of any new use, but each party may continue to include the other party in historical customer or supplier lists and in case studies already published, unless the other party notifies it otherwise.
7. This clause does not permit either party to disclose the other party’s Confidential Information, other than the existence of the parties’ relationship and the matters described in paragraph (a) of this clause.

13. Privacy and Data Protection

13.1 Data Protection

Words and phrases in this section have the meaning given to them by applicable data protection and privacy laws, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any other applicable national legislation that applies to data protection and privacy, as amended, extended, re-enacted or consolidated from time to time (Data Protection Legislation). The terms "controller", "processor", "process", "personal data" and "personal data breach" have the meanings given to those terms in Data Protection Legislation.

During and after the provision of the Solution, you agree that we may process personal data for our own purposes and as a controller under Data Protection Legislation, including to:

• provide the Solution;
• allow us and our subcontractors and third party suppliers to use contact details for you and your representatives to send marketing materials or other publications;
• process personal data concerning our other clients and contacts in other ways for our own business purposes;
• process and transfer personal data as necessary to effect a re-organisation of our business; and
• share personal data with other legal or professional advisers used by us to provide services.

Your instructions are taken to include our use, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and similar functions.

By accepting these Terms, you give positive consent for us to obtain, store and process information about you as described in this clause.

Each party shall comply with Data Protection Legislation.

13.2 Third Party Data

During and after the provision of the Solution, there may be limited occasions where we may process on your behalf as a processor any personal data you have provided to us. We will advise you in writing where we believe we may act as a processor, and any such processing shall be in accordance with, and subject to, this clause, Schedule 2 and Schedule 3.

You agree that, where necessary, you will have satisfied a relevant lawful basis under Data Protection Legislation in connection with the processing before providing us with personal data.

You warrant, in relation to the personal information and all other data that you provide to us in connection with these Terms (Third Party Data), that:

• you have all necessary rights in relation to Third Party Data, such that the Solution can be provided in respect of that data;
• you are not breaching any Law by providing us with Third Party Data;
• we will not breach any Law by providing the Solution in relation to any Third Party Data;
• there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and, if there are any such restrictions, you have notified us of this and we have agreed to provide the Solution in respect of that data; and
• we will not breach any Third Party Terms by providing the Solution in relation to any Third Party Data.

You agree at all times to indemnify and hold harmless us and our officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to by your breach of a warranty in this clause.

You and we acknowledge that, in respect of any Third Party Data and for the purposes of Data Protection Legislation, you are the controller and we are the processor.

We shall, in relation to any personal data processed in connection with this clause:

• process that personal data only on your written instructions, as updated from time to time;
• keep the personal data confidential;
• comply with your reasonable instructions with respect to processing personal data;
• not transfer any personal data outside of the UK unless, in accordance with Data Protection Legislation, we ensure that the transfer is lawful;
• assist you, at your cost, in responding to any data subject access request and ensuring compliance with your obligations under Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
• notify you without undue delay on becoming aware of a personal data breach or communication which relates to our or your compliance with Data Protection Legislation;
• at your written request, delete or return personal data (and any copies of it) to you on termination of these Terms, unless required by Data Protection Legislation to store the personal data; and
• maintain complete and accurate records and information to demonstrate compliance with this clause and allow for audits by you or your designated auditor.

We shall ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

• pseudonymising and encrypting personal data;
• ensuring confidentiality, integrity, availability and resilience of our systems and services;
• ensuring that availability of and access to personal data can be restored in a timely manner after an incident; and
• regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us.

14. Liability

14.1 Warranties and Limitations

(Service Limitations) The Solution is made available to you strictly on an 'as is' basis. Without limitation, you acknowledge and agree that we cannot guarantee that:

• the Solution will be free from errors or defects;
• the Solution will be accessible at all times;
• messages sent through the Solution will be delivered promptly, or delivered at all;
• information received or supplied through the Solution will be secure or confidential; or
• any information provided through the Solution will be accurate or true.

(Errors) We will correct any errors, bugs or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:

• result from the interaction of the Platform with any other solution or computer hardware, software or services not approved in writing by us;
• result from any misuse of the Platform; or
• result from the use of the Platform by you other than in accordance with these Terms or the Documentation.

(Warranties) We warrant that:

• during the Subscription Period, the Platform will perform substantially in accordance with the Documentation;
• during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
• to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

(Non-excludable liability) Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be excluded or limited.

14.2 Limitation of Liability

To the maximum extent permitted by law, our total liability in respect of loss or damage sustained by you in connection with this agreement is limited to the amount paid by you to us in the 3 months preceding the date of the event giving rise to the relevant liability.

14.3 Consequential Loss

To the maximum extent permitted by law, we will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by us, except:

• in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
• to the extent this liability cannot be limited or excluded under applicable law.

14.4 Unfair Contract Terms

To the extent that any applicable law imposes restrictions on the extent to which liability can be excluded or limited under these Terms, including sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 and any requirement of reasonableness, the exclusions and limitations set out in this clause shall be limited in accordance with those restrictions. Any exclusions or limitations of liability that are not affected by those restrictions shall remain in full force and effect.

15. Upgrades and Downgrades

You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:

• take reasonable steps to promptly provide you with access to the new Subscription Tier; and
• upon providing such access, charge the relevant Subscription Fees, from the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.

If you choose to downgrade your Subscription, access to the new Subscription Tier and the new Subscription Fees will be effective at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time.

If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.

16. Cancellation

16.1 Cancellation at Any Time

Either party may cancel or terminate your Subscription for convenience by providing 30 Business Days’ notice to the other party.

16.2 Cancellation for Breach

Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms. A "Breach" of these Terms means:

• a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
• the other party is given 14 Business Days to rectify the breach; and
• the breach has not been rectified within 14 Business Days or another period agreed between the parties in writing.

16.3 Cancellation for Insolvency

Either party may cancel your Subscription immediately by written notice to the other party if that other party becomes subject to any form of insolvency, administration, receivership, liquidation, winding up or arrangement with its creditors, or is unable to pay its debts as they fall due.

16.4 Effect of Termination

Upon termination of this agreement:

• you will no longer have access to the Platform, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
• unless agreed in writing, any unpaid Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
• each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

16.5 Data Backup

• Upon termination or expiry of these Terms, we may delete data and material associated with you, including User Data, 30 days after the end of your Subscription.
• We will not be able to recover any such data or content more than 14 days after the end of your Subscription, so we recommend that you back up anything important to you.
• We will not be responsible to you, or any User, for, and we expressly disclaim any liability for, any cost, loss, damages or expenses arising out of the cancellation, termination or expiry of these Terms and any loss of data.

17. If the Parties Have a Dispute

1. If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.
2. The parties will conduct mediation through the Centre for Effective Dispute Resolution (CEDR) and in accordance with CEDR's model mediation procedure or other applicable process guide current at the time of the dispute.
3. The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.
4. Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
5. If mediation does not resolve the issue, either party may initiate legal proceedings to resolve the dispute.
6. The process in this clause does not apply where a party requires an urgent injunction.

18. Force Majeure

1. We will not be liable for any delay or failure to perform our obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of: (i) reasonable details of the Force Majeure Event; and (ii) so far as is known, the probable extent to which we will be unable to perform or be delayed in performing our obligations under this agreement.
3. Subject to compliance with clause 18(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:
   • act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
   • strikes or other industrial action outside of our control;
   • war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
   • any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

19. Notices

A notice or other communication to a party under these Terms must be:

• in writing and in English; and
• delivered via email to the other party, to the email address specified in your Account, or if no email address is so specified, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

• 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the place whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring Business Day in that place; or
• when replied to by the other party, whichever is earlier.

20. General

• Governing Law and Jurisdiction: This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
• Third Party Rights: These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
• Waiver: No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
• Severance: Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
• Joint and Several Liability: An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
• Assignment: A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
• Entire Agreement: This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

Interpretation

• (singular and plural) words in the singular includes the plural (and vice versa);
• (currency) a reference to £ or "GBP" is to pound sterling, unless otherwise agreed in writing;
• (gender) words indicating a gender includes the corresponding words of any other gender;
• (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
• (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
• (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
• (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
• (headings) headings and words in bold type are for convenience only and do not affect interpretation;
• (includes) the word "includes" and similar words in any form is not a word of limitation; and
• (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

Definitions