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IMPORTANT NOTICE: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING ON AND USING THE PAYACA PLATFORM. YOUR ATTENTION IS DRAWN IN PARTICULAR TO CLAUSE 12 (INDEMNITY) AND CLAUSE 13 (LIMITATION OF LIABILITY). BY REGISTERING FOR AND USING THE PAYACA PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS.
THIS AGREEMENT IS SUBJECT TO A MINIMUM 12-MONTH INITIAL SUBSCRIPTION TERM AND REQUIRES THE PURCHASE OF A MANDATORY SUPPORTED SETUP SERVICE AS DETAILED HEREIN.
1.1. The 窪蹋勛圖厙 Platform: 窪蹋勛圖厙 provides an online platform, available via mobile and web apps, offering features to drive business 窪蹋勛圖厙, including CRM, job management, quoting, invoicing, scheduling, and integrations with third-party services (the 窪蹋勛圖厙 Platform).泭
1.2. Provider: The 窪蹋勛圖厙 Platform is owned, operated, and provided by 窪蹋勛圖厙 Limited, a company incorporated and registered in England and Wales with company number 11173058 and registered office at Queen Charlotte House, 53-55 Queen Charlotte Street, Bristol, BS1 4HQ (窪蹋勛圖厙, we, us, our).泭
1.3. Agreement: These terms and conditions (Conditions) govern the legally binding agreement (Agreement) between 窪蹋勛圖厙 and the person or entity registered to use the 窪蹋勛圖厙 Platform (Customer, you, your). This Agreement commences when the Customer registers an account and subscribes to a package on the 窪蹋勛圖厙 Platform (Commencement Date).泭
1.4. Exclusion of Other Terms: These Conditions apply to the Agreement to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.泭
1.5. Definitions: Capitalised terms used throughout these Conditions have the meanings given to them in Schedule 1 (Definitions) or as defined within the relevant clause.
2.1. License Grant: Subject to the Customer paying the Charges and complying with these Conditions, 窪蹋勛圖厙 grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to permit Authorised Users to access and use the 窪蹋勛圖厙 Platform solely for the Customer's internal business operations.泭
2.2. User Seats: The Customer undertakes: a) The maximum number of Authorised Users permitted to access the 窪蹋勛圖厙 Platform shall not exceed the number of User Seats purchased. b) User Seats cannot be shared between more than one individual Authorised User.泭
2.3. Audits: 窪蹋勛圖厙 reserves the right to audit the Customer's use of User Seats to verify compliance. If an audit reveals underpayment for User Seats, 窪蹋勛圖厙 may invoice the Customer for the shortfall, payable immediately.泭
2.4. Usage Restrictions: The Customer shall not (and shall ensure Authorised Users do not), except as permitted by applicable law: a) Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any portion of the 窪蹋勛圖厙 Platform Software or Content. b) Attempt to decompile, reverse-engineer, or otherwise reduce to human-perceivable form any part of the Software. c) Access the 窪蹋勛圖厙 Platform to build a competing product or service. d) Use the 窪蹋勛圖厙 Platform to provide services to third parties (e.g., operate as a service bureau). e) Attempt to obtain unauthorised access or assist third parties in doing so. f) Introduce any Virus or Vulnerability into 窪蹋勛圖厙s network or systems.泭
2.5. Scope: Rights granted are to the Customer only, not subsidiaries or holding companies.
3.1. Account Information: The Customer warrants that all information provided during registration is true, accurate, and complete, and will be kept up-to-date. 窪蹋勛圖厙 reserves the right to refuse registration if information appears inaccurate.泭
3.2. Account Security: The Customer is responsible for ensuring Authorised Users maintain the confidentiality of their access credentials (passwords) and do not share them. The Customer must notify 窪蹋勛圖厙 immediately of any suspected or actual unauthorised use or security breach. 3.3. Authorised User Conduct: The Customer is responsible for all activities conducted through its Authorised Users' accounts and shall ensure Authorised Users comply with these Conditions.泭
3.4. Prohibited Content: The Customer shall ensure Authorised Users do not access, store, distribute, or transmit any Viruses or any material during their use of the 窪蹋勛圖厙 Platform that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory, or otherwise illegal or causes damage or injury.泭
3.5. Client Communications: The Customer has sole responsibility for the legality, accuracy, and content of all quotes, invoices, and other communications generated via the 窪蹋勛圖厙 Platform and sent to its clients (Client Communications). 窪蹋勛圖厙 is not liable for any information contained therein. The Customer must clearly state any deposit requirements and update recipients if communication content changes.泭
3.6. Compliance with Laws: The Customer shall comply with all Applicable Laws and regulations regarding its activities under this Agreement.
4.1. Availability: 窪蹋勛圖厙 shall use reasonable endeavours to make the 窪蹋勛圖厙 Platform available 24/7, except for: a) Planned maintenance (typically 6:00 pm - 6:00 am UK time, notified where possible). b) Unscheduled emergency maintenance (reasonable endeavours will be used to provide advance notice).泭
4.2. Internet Dependency: The Customer acknowledges the 窪蹋勛圖厙 Platform is provided via the internet and may be subject to limitations, delays, and issues inherent in internet communications. 窪蹋勛圖厙 does not warrant uninterrupted or error-free use and is not responsible for delays or failures resulting from internet issues.
4.3. Platform Changes: 窪蹋勛圖厙 reserves the right to modify the 窪蹋勛圖厙 Platform's functionality to: address customer needs, comply with laws, add/improve features (including integrations), or make other non-material changes. 窪蹋勛圖厙 will use reasonable endeavours to maintain core functionalities.泭
4.4. Technical Support: 窪蹋勛圖厙 will provide standard technical support during normal UK business hours (9:00 am - 5:30 pm, Mon-Fri, excluding public holidays) as per its support policy. Enhanced support may be available for purchase.泭
4.5. Standard of Care: 窪蹋勛圖厙 warrants that it will provide services under this Agreement with reasonable care and skill.泭
4.6. "As Is" Basis: The 窪蹋勛圖厙 Platform, Content, and any integrated Financing Options are provided "as is". 窪蹋勛圖厙 does not warrant that use will meet the Customer's specific requirements or that specific Content will always be available.
5.1. Requirement: As a condition of subscribing, all new Customers commencing their Initial Subscription Term on or after 1st April 2025 must purchase and undertake 窪蹋勛圖厙s Supported Setup Service.泭
5.2. Scope and Inclusions: The Supported Setup Service comprises two (2) full days of remote support provided by 窪蹋勛圖厙 personnel during 窪蹋勛圖厙s normal business hours, aimed at assisting the Customer with initial configuration. This includes guidance and configuration support for: a) Configuring pipelines, tags, event templates, and proposal templates. b) Planning, creating, and configuring automations. c) Creating and configuring custom forms. d) Creation of specific training guides/materials related to configurations implemented, where deemed necessary by 窪蹋勛圖厙. e) Importing Customer Data provided by the Customer in accordance with Clause 5.4.泭
5.3. Exclusions: The Supported Setup Service explicitly excludes: a) Data Extraction: Extracting data from the Customer's existing or legacy systems. b) Historical File Import: Importing previous quotes, invoices, job sheets, contracts, emails, or other historical documents/files unless separately agreed in writing and potentially subject to additional charges. c) Data Cleansing/Validation: Cleansing, validating, or manipulating data before import. d) On-Site Support: Physical on-site support. e) Excess Time: Support exceeding the allocated two (2) days. Additional support may be purchased separately.泭
5.4. Customer Responsibilities for Data Import: a) Extraction: The Customer is solely responsible for extracting relevant data (e.g., customer records, project details, supplier lists) from their source systems. b) Format: The Customer must provide extracted data to 窪蹋勛圖厙 in a format specified by 窪蹋勛圖厙 (e.g., CSV template) before or during the service. c) Accuracy & Rights: The Customer warrants it has the right to provide the Customer Data for import and that the data is accurate and complete. 窪蹋勛圖厙 is not liable for issues arising from inaccurate, incomplete, or improperly formatted data supplied by the Customer.泭
5.5. Charges and Payment: See Clause 6.2.
6.1. Subscription Charges: The Customer shall pay the subscription fees (Subscription Charges) for the chosen package as specified on the 窪蹋勛圖厙 Platform or otherwise agreed in writing.泭
6.2. Supported Setup Service Charge: The charge for the mandatory two-day Supported Setup Service (detailed in Clause 5) is to be confirmed prior to this agreement starting (Setup Charge).泭
6.3. Payment Method & Authorisation: The Customer shall provide valid, up-to-date payment information and authorise 窪蹋勛圖厙 to collect the Subscription Charges and the Setup Charge (where applicable) using the selected payment method.泭
6.4. Payment Timing: a) Subscription Charges are payable in advance, either monthly or annually, based on the selected package, commencing on the Commencement Date and continuing throughout the Term. b) The Setup Charge is payable in full alongside the first payment of the Subscription Charges for the Initial Subscription Term.泭
6.5. Failed Payments: If payment fails, 窪蹋勛圖厙 will notify the Customer. If payment is not received promptly after notification, 窪蹋勛圖厙 may suspend access to the 窪蹋勛圖厙 Platform without liability until payment is made in full (without prejudice to termination rights under Clause 7.4).泭
6.6. Non-Refundable: Unless required by law or expressly stated otherwise, all Charges paid are non-refundable.泭
6.7. Taxes: All Charges are exclusive of VAT or other applicable sales taxes, which shall be added at the prevailing rate.泭
6.8. Charge Increases: 窪蹋勛圖厙 reserves the right to increase Charges. Any increase to Subscription Charges will apply from the start of the next Renewal Period following at least 30 days' written notice to the Customer.
7.1. Initial Subscription Term & Minimum Commitment: The Agreement commences on the Commencement Date and continues for a minimum mandatory period of 12 months (Initial Subscription Term). This represents a minimum commitment. The Customer is liable for all Subscription Charges for the entire 12-month Initial Subscription Term, regardless of payment frequency (monthly or annual) and irrespective of any notice of cancellation given or cessation of use before the end of the Initial Subscription Term.泭
7.2. Renewal: After the Initial Subscription Term, this Agreement shall automatically renew for successive periods of 12 months (each a Renewal Period), unless either party gives notice to cancel the renewal in accordance with Clause 7.3. The Initial Subscription Term together with any Renewal Periods constitute the Term.泭
7.3. Cancellation of Renewal: Either party may prevent automatic renewal by providing written notice of cancellation to the other party at least 30 days before the end of the Initial Subscription Term or the then-current Renewal Period. If the Customer cancels, notice must be given via the designated method on the 窪蹋勛圖厙 Platform or in writing to 窪蹋勛圖厙's specified contact address/email. Cancellation under this clause prevents the next renewal but does not terminate the Agreement during the Initial Subscription Term or any ongoing Renewal Period, nor does it waive the Customer's obligation to pay Charges for the full minimum 12-month Initial Subscription Term.泭
7.4. Termination for Cause: Without affecting other rights, either party may terminate this Agreement with immediate effect by written notice if the other party: a) Commits a material breach of this Agreement which is irremediable or (if remediable) fails to remedy it within 30 days of written notice; b) Repeatedly breaches terms in a manner justifying the opinion that its conduct is inconsistent with intending or being able to give effect to the Agreement; c) Suspends, threatens to suspend, ceases or threatens to cease all or a substantial part of its business; d) Enters insolvency, administration, receivership, liquidation, or similar proceedings, or takes steps towards them, or its financial position deteriorates such that its capability to fulfil its obligations is jeopardised in the terminating party's reasonable opinion.泭
7.5. Termination for Non-Payment: 窪蹋勛圖厙 may terminate this Agreement with immediate effect by written notice if the Customer fails to pay any amount due under this Agreement on the due date.泭
7.6. Consequences of Termination: Upon termination or expiry for any reason: a) All rights and licenses granted under this Agreement immediately terminate, and the Customer must cease all use of the 窪蹋勛圖厙 Platform. b) No refunds of Charges paid shall be due to the Customer. c) Any outstanding Charges owed by the Customer become immediately due and payable. d) 窪蹋勛圖厙 may destroy or dispose of Customer Data in its possession unless legally required to retain it or unless the Customer requests, in writing before termination, the return or export of data (which may be subject to reasonable charges). e) Accrued rights, remedies, obligations, and liabilities of the parties as at termination shall not be affected. f) Clauses intended to survive termination (including, but not limited to, Clauses 6 (Charges - outstanding amounts), 7.6 (Consequences), 8 (Intellectual Property), 9 (Confidentiality), 10 (Data Protection), 12 (Indemnity), 13 (Limitation of Liability), and 14 (General Terms)) shall remain in full force and effect.
8.1. 窪蹋勛圖厙 IP: The Customer acknowledges that 窪蹋勛圖厙 and/or its licensors own all Intellectual Property Rights in the 窪蹋勛圖厙 Platform, the Software, and the Content. This Agreement does not grant the Customer any rights to, under, or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the 窪蹋勛圖厙 Platform, Software, or Content, except for the limited license granted in Clause 2.1.泭
8.2. Customer Data: The Customer and its licensors retain ownership of all Intellectual Property Rights in the Customer Data.泭
8.3. License to 窪蹋勛圖厙: The Customer grants 窪蹋勛圖厙 a worldwide, non-exclusive, royalty-free, non-transferable (except as permitted under Clause 14.4) licence to host, copy, transmit, display, and adapt the Customer Data solely to the extent necessary for 窪蹋勛圖厙 to provide the 窪蹋勛圖厙 Platform and related services under this Agreement.泭
8.4. Customer Data Responsibility: The Customer has sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data. The Customer warrants that 窪蹋勛圖厙's use of Customer Data as permitted herein will not infringe third-party rights. (See also Indemnity Clause 12.1.b).泭
8.5. Backup: 窪蹋勛圖厙 will follow its standard archiving and backup procedures for Customer Data. In the event of loss or damage, 窪蹋勛圖厙 will use reasonable commercial endeavours to restore lost/damaged Customer Data from the latest backup. However, 窪蹋勛圖厙 is not responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by third parties.
9.1. Obligation: Each party (Receiving Party) shall keep confidential all technical or commercial know-how, specifications, inventions, processes, initiatives, business information, and other confidential information concerning the other partys (Disclosing Party) business, its products, and services which are disclosed to or obtained by the Receiving Party in connection with this Agreement (Confidential Information). This includes 窪蹋勛圖厙's technology/Content and the terms of this Agreement.泭
9.2. Use Restriction: The Receiving Party shall only use the Disclosing Party's Confidential Information for the purpose of exercising its rights and performing its obligations under this Agreement.泭
9.3. Disclosure Restriction: The Receiving Party shall restrict disclosure of Confidential Information to its employees, agents, or subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under this Agreement, and shall ensure that such persons are subject to obligations of confidentiality corresponding to those in this Clause 9. Disclosure is also permitted to professional advisors under obligations of confidentiality.泭
9.4. Exceptions: The obligations in this Clause 9 do not apply to information that: a) Is or becomes publicly known other than through any act or omission of the Receiving Party; b) Was in the Receiving Party's lawful possession before disclosure; c) Is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.泭
9.5. Required Disclosure: A party may disclose Confidential Information to the extent required by law, court order, or governmental/regulatory authority.泭
9.6. Duration: This Clause 9 shall survive termination of this Agreement for a period of 2 years.泭
9.7. Publicity: 窪蹋勛圖厙 may identify the Customer as a user of the 窪蹋勛圖厙 Platform in its publicity and marketing materials (including on its website) using the Customer's name and logo, unless the Customer objects in writing.
10.1. Compliance: Each party shall comply with all applicable requirements of the Data Protection Laws. This Clause 10 is in addition to, and does not relieve, remove, or replace, a party's obligations or rights under the Data Protection Laws.泭
10.2. Roles: The parties acknowledge that for the purposes of the Data Protection Laws, the Customer is the data controller and 窪蹋勛圖厙 is the data processor in respect of personal data contained within the Customer Data (Customer Personal Data). Schedule 2 sets out the scope, nature, and purpose of processing by 窪蹋勛圖厙, the duration of the processing, and the types of personal data and categories of data subject.泭
10.3. 窪蹋勛圖厙's Obligations as Processor: Without prejudice to the generality of Clause 10.1, 窪蹋勛圖厙 shall, in relation to Customer Personal Data: a) Process that Customer Personal Data only on the documented instructions of the Customer (which are to process as necessary for the Purpose, i.e., providing the 窪蹋勛圖厙 Platform and related services), unless required by Applicable Law (in which case 窪蹋勛圖厙 will notify the Customer unless prohibited). b) Implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing and against accidental loss, destruction, or damage, appropriate to the harm that might result and the nature of the data, having regard to the state of technological development and the cost of implementation. c) Ensure personnel authorised to process Customer Personal Data have committed to confidentiality. d) Assist the Customer, at the Customer's cost, in responding to data subject requests and ensuring compliance with security, breach notification, impact assessment, and regulatory consultation obligations under Data Protection Laws, taking into account the nature of processing and information available to 窪蹋勛圖厙. e) Notify the Customer without undue delay upon becoming aware of a Personal Data Breach affecting Customer Personal Data. f) At the Customer's written direction, delete or return Customer Personal Data and copies upon termination, unless Applicable Law requires storage. g) Maintain records to demonstrate compliance with this Clause 10 and permit reasonable audits by the Customer (or designated auditor) at the Customer's expense, on reasonable notice (max once per year), subject to reimbursement of 窪蹋勛圖厙's reasonable costs.泭
10.4. Sub-processors: The Customer provides prior general authorisation for 窪蹋勛圖厙 to appoint sub-processors (as listed on 窪蹋勛圖厙's website or otherwise notified). 窪蹋勛圖厙 shall: impose equivalent data protection obligations on sub-processors; remain liable for sub-processors' acts/omissions; inform the Customer of intended changes giving the opportunity to object (objections must be based on reasonable data protection concerns).泭
10.5. International Transfers: The Customer provides prior general authorisation for 窪蹋勛圖厙 to transfer Customer Personal Data outside the UK/EEA as required for the Purpose, provided such transfers comply with Data Protection Laws (e.g., using Standard Contractual Clauses or Adequacy Decisions).
11.1. Integrations: The 窪蹋勛圖厙 Platform may integrate with or allow access to third-party platforms, services, or products (e.g., accounting software like Xero/QuickBooks, payment processors like Stripe, specialist tools like Spruce) (Third-Party Products).泭
11.2. Third-Party Terms: The Customer acknowledges that Third-Party Products are provided by third parties, not 窪蹋勛圖厙, and are subject to the relevant third party's terms and conditions. 窪蹋勛圖厙 is not responsible for the availability, performance, or any issues related to Third-Party Products.泭
11.3. 窪蹋勛圖厙's Role: 窪蹋勛圖厙's role is limited to facilitating access or integration. 窪蹋勛圖厙 does not provide advice or recommendations regarding Third-Party Products, review data supplied to them, or become party to agreements between the Customer and third-party providers or the Customer and its clients relating to such products.泭
11.4. Regulated Products (e.g., Financing Options): If regulated Third-Party Products (like financing options) are accessed via the 窪蹋勛圖厙 Platform, the Customer must ensure its personnel do not provide advice or recommendations to clients unless appropriately authorised by regulators and the product provider. The Customer must comply with all applicable laws and provider requirements related to such products. (See also Indemnity Clause 12.1.d).
12.1. Customer Indemnity: The Customer shall defend, indemnify, and hold harmless 窪蹋勛圖厙, its officers, directors, and employees against claims, actions, proceedings, losses, damages, expenses, and costs (including court costs and reasonable legal fees) arising out of or in connection with: a) The Customer's or its Authorised Users' use of the 窪蹋勛圖厙 Platform (other than claims covered by 窪蹋勛圖厙's indemnity in Clause 12.2); b) Any claim that Customer Data, or 窪蹋勛圖厙's use of it as permitted under this Agreement, infringes the Intellectual Property Rights or other rights of a third party or breaches Data Protection Laws; c) Any product, goods, or services provided by the Customer to its clients; and/or d) Any breach by the Customer or its Authorised Users of Applicable Laws, third-party agreements (including those related to Third-Party Products under Clause 11.4), or these Conditions.泭
12.2. 窪蹋勛圖厙 Indemnity: 窪蹋勛圖厙 shall defend the Customer against any claim that the Customer's use of the 窪蹋勛圖厙 Platform or Content strictly in accordance with this Agreement infringes any United Kingdom Intellectual Property Rights of a third party, and shall indemnify the Customer for amounts awarded against the Customer in judgment or settlement of such claims, provided that: a) 窪蹋勛圖厙 is given prompt written notice of the claim; b) The Customer provides reasonable co-operation to 窪蹋勛圖厙 in the defence and settlement (at 窪蹋勛圖厙's expense); and c) 窪蹋勛圖厙 is given sole authority to defend or settle the claim.泭
12.3. Infringement Remedies: In the event of a claim under Clause 12.2, 窪蹋勛圖厙 may, at its option: procure the right for the Customer to continue using the infringing item, replace or modify it to be non-infringing, or (if these are not reasonably practicable) terminate this Agreement on notice.泭
12.4. Exclusions to 窪蹋勛圖厙 Indemnity: 窪蹋勛圖厙 has no liability under Clause 12.2 if the alleged infringement arises from: a) Modification of the 窪蹋勛圖厙 Platform or Content by anyone other than 窪蹋勛圖厙; b) Use of the 窪蹋勛圖厙 Platform or Content contrary to this Agreement or 窪蹋勛圖厙's instructions; c) Use after notice of the alleged or actual infringement from 窪蹋勛圖厙 or an authority; or d) Use in combination with any software, data, or equipment not supplied or approved by 窪蹋勛圖厙, if the infringement would have been avoided without such combination.泭
12.5. Sole Remedy: Clauses 12.2 to 12.4 state the Customer's sole and exclusive rights and remedies, and 窪蹋勛圖厙's entire obligations and liability, for infringement of third-party Intellectual Property Rights.
13.1. Scope: This Clause 13 sets out the entire financial liability of each party (including liability for acts or omissions of its employees, agents, and subcontractors) to the other party arising under or in connection with this Agreement, including liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise.泭
13.2. Exclusions (Implied Terms): Except as expressly stated in this Agreement, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.泭
13.3. Unlimited Liability: Nothing in this Agreement excludes or limits the liability of either party for: a) Death or personal injury caused by its negligence; b) Fraud or fraudulent misrepresentation; or c) Any other liability which cannot legally be limited or excluded.泭
13.4. Excluded Losses: Subject to Clause 13.3, neither party shall be liable to the other, whether in contract, tort (including negligence), or otherwise, for any: a) Loss of profits; b) Loss of business or business opportunity; c) Loss of revenue or turnover; d) Loss of anticipated savings; e) Loss of goodwill or reputation; f) Wasted expenditure (including management time); g) Loss or corruption of data (subject to 窪蹋勛圖厙's obligations under Clause 8.5 and 10.3); h) Loss under or in relation to any other contract; or i) Any special, indirect, or consequential loss, costs, damages, charges, or expenses; (in each case whether direct or indirect).泭
13.5. Liability Cap: Subject to Clauses 13.3 and 13.6, each partys total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of this Agreement during any 12-month period (commencing on the Commencement Date or any anniversary thereof) shall be limited to 100% of the total Charges paid and/or payable by the Customer during that 12-month period.泭
13.6. Indemnity Cap: Each partys total aggregate liability in respect of the indemnities provided under Clause 12 (Indemnity) shall be limited to 瞿1,000,000 (one million pounds sterling) per claim.泭
13.7. Customer Responsibility: The Customer assumes sole responsibility for results obtained from the use of the 窪蹋勛圖厙 Platform and Content, and for conclusions drawn. 窪蹋勛圖厙 has no liability for damage caused by errors or omissions in information or instructions provided by the Customer or Authorised Users, or actions taken by 窪蹋勛圖厙 at the Customer's direction.泭
13.8. Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by acts, events, omissions, or accidents beyond its reasonable control (Force Majeure Event), including (but not limited to) strikes, lock-outs, industrial disputes, failure of utility/transport/telecoms networks, acts of God, war, riot, civil commotion, malicious damage, compliance with law/governmental order, accident, breakdown of plant/machinery, fire, flood, storm, or default of suppliers/subcontractors. The affected party must notify the other promptly and use reasonable endeavours to mitigate the effect. If the Force Majeure Event continues for more than 60 days, the unaffected party may terminate this Agreement by written notice.
14.1. Entire Agreement: This Agreement (including its Schedules) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, negotiations, representations, or understandings, whether written or oral. Each party acknowledges it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the other which is not set out in this Agreement.泭
14.2. Variation: No variation of this Agreement shall be effective unless it is in writing and signed by authorised representatives of both parties.泭
14.3. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.泭
14.4. Assignment and Other Dealings: The Customer may not assign, transfer, charge, subcontract, delegate, or deal in any other manner with any of its rights or obligations under this Agreement without the prior written consent of 窪蹋勛圖厙. 窪蹋勛圖厙 may at any time assign, transfer, charge, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under this Agreement, including to an acquirer of assets or successor by merger, provided it gives reasonable notice to the Customer where feasible. 窪蹋勛圖厙 may subcontract its obligations (subject to Clause 10.4 regarding sub-processors).泭
14.5. Relationship: Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or authorise either party to act as agent for the other. Neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.泭
14.6. Third-Party Rights: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.泭
14.7. Notices: a) Any notice required under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery to the other party's registered office (or main trading address if different), or sent by email to the primary email address associated with the Customer's account (for notices to Customer) or to 窪蹋勛圖厙's designated support/legal email address (for notices to 窪蹋勛圖厙), as notified from time to time. b) A notice is deemed received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission (provided no delivery failure notification is received). c) This clause does not apply to the service of legal proceedings.泭
14.8. Severability: If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the rest of this Agreement.泭
14.9. Dispute Resolution: If a dispute arises, the parties shall first attempt to resolve it amicably through negotiation between senior representatives. If negotiation fails within 21 days, the parties agree to consider mediation in good faith in accordance with the CEDR Model Mediation Procedure before commencing court proceedings. This does not prevent either party seeking urgent injunctive relief.泭
14.10. 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 arising out of or in connection with this Agreement.
In these Conditions, the following terms have the following meanings:
Agreement: has the meaning given in Clause 1.3.泭
Applicable Law: any applicable laws, statutes, regulations, regulatory policies, guidelines, or industry codes.泭
Authorised User: an individual employee, agent, or independent contractor of the Customer who is authorised by the Customer to use the 窪蹋勛圖厙 Platform via a User Seat.泭
Business Day: a day other than a Saturday, Sunday, or public holiday in England.泭
Charges: the Subscription Charges and the Setup Charge collectively.泭
Client Communications: has the meaning given in Clause 3.5.泭
Commencement Date: has the meaning given in Clause 1.3.泭
Conditions: these terms and conditions as amended from time to time.泭
Confidential Information: has the meaning given in Clause 9.1.泭
Content: any text, information, data, images, video, or audio content published by 窪蹋勛圖厙 or third parties on the 窪蹋勛圖厙 Platform (excluding Customer Data).泭
Customer: the person or entity registered to use the 窪蹋勛圖厙 Platform.泭
Customer Data: the data inputted by the Customer or Authorised Users, or by 窪蹋勛圖厙 on the Customer's behalf for the purpose of using the 窪蹋勛圖厙 Platform or facilitating the Customer's use, including Customer Personal Data.泭
Customer Personal Data: has the meaning given in Clause 10.2.泭
Data Protection Laws: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and guidance/codes issued by the Information Commissioners Office or other relevant supervisory authority.泭
Financing Options: any third-party financing products or services that may be integrated with or accessible via the 窪蹋勛圖厙 Platform.泭
Force Majeure Event: has the meaning given in Clause 13.8.泭
Initial Subscription Term: has the meaning given in Clause 7.1 (being a minimum mandatory period of 12 months).泭
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.泭
窪蹋勛圖厙: 窪蹋勛圖厙 Limited, details in Clause 1.2.泭
窪蹋勛圖厙 Platform: has the meaning given in Clause 1.1.泭
Personal Data Breach: has the meaning given in the Data Protection Laws.泭
Purpose: has the meaning given in Schedule 2.泭
Renewal Period: has the meaning given in Clause 7.2.泭
Setup Charge: has the meaning given in Clause 6.2.泭
Software: the underlying software applications provided by 窪蹋勛圖厙 as part of the 窪蹋勛圖厙 Platform. Subscription Charges: has the meaning given in Clause 6.1.泭
Supported Setup Service: the mandatory service detailed in Clause 5.泭
Term: has the meaning given in Clause 7.2 (being the Initial Subscription Term together with any subsequent Renewal Periods).泭
Third-Party Products: has the meaning given in Clause 11.1.泭
UK GDPR: has the meaning given in the Data Protection Act 2018.泭
User Seat: a subscription purchased by the Customer entitling one Authorised User to access and use the 窪蹋勛圖厙 Platform.泭
Virus: any thing or device (including software, code, file, or programme) which may prevent, impair, or adversely affect the operation of computer software, hardware, networks, or data, including worms, trojan horses, viruses, and other similar things or devices.泭
Vulnerability: a weakness in computational logic (e.g., code) found in software/hardware components that, when exploited, negatively impacts confidentiality, integrity, or availability.泭
VAT: value added tax chargeable under the Value Added Tax Act 1994.
Rules of Interpretation:
This Schedule forms part of the Agreement.
1. Processing by 窪蹋勛圖厙
1.1. Scope, Nature, and Purpose of Processing ("Purpose"): Processing personal data provided by the Customer (as controller) to 窪蹋勛圖厙 (as processor) via the 窪蹋勛圖厙 Platform, solely to enable 窪蹋勛圖厙 to provide the Platform services, including CRM functionalities, job management, quoting, invoicing, scheduling, communications, integrations, support, maintenance, and account management as described in the Agreement. Processing occurs in electronic form.泭
1.2. Duration of Processing: For the Term of the Agreement, plus any period required for data deletion/return post-termination as per Clause 7.6.d and Clause 10.3.f.
2. Types of Personal Data Processed
3. Categories of Data Subjects
4. Customer's Obligations (as Controller)
The Customer is responsible for ensuring: