Process Library Terms

Version 1: 4th July 2025

Last Reviewed: 4th July 2025

Who we are: Triaster Ltd (company number 02911867) (we, our or us) is a company registered in England and Wales and our registered office and main trading address is at Thames Wing Office 2, Howbery Business Park, Wallingford, Oxfordshire, OX10 8BA. Our VAT number is 603 9034 66.

To contact us, please visit https://www.triaster.co.uk/contact.

Your attention is particularly drawn to the provisions of clause 20 (Limitation of Liability).

1. Definitions and Interpretation

The following definitions and rules of interpretation apply in our Agreement.

1.1 - Definitions:

     
1. 2 - The terms controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures have the meaning given to them in the Data                  Protection Legislation.

1. 3 - A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

1.4 - A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 - Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 - A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

1.7 - A reference to writing or written includes email but not fax.

1.8 - Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.9 - A reference to our Agreement or to any other agreement or document referred to in our Agreement is a reference to our Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of our Agreement) from time to time.

1.10 - Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Formation of our Agreement

2.1 - Each order for Cloud Service and/or Add-On services shall be placed as follows:

2.1.1 - You will submit an Order Form; 

1. 1. 1. in relation to Free Services through the Website;
         
         
      2. in relation to PAYG Services through the Process Library; and/or
         
         
      3. in relation to Enterprise Services or Add-On Services through the Process Library following a written request for a quotation which will be submitted by us on the Process Library;
         
         

1. •  
2. 2.2.1 - the Order Form, 

1. 2.2.2 - the Policies;

1. 2.2.3 - these Terms; and 

• 2.2.4 - the Documentation 

3 - Commencement and duration of our Agreement

3.1 - Our Agreement shall come into force on Order Acceptance Date and, unless terminated earlier in accordance with its terms, shall continue:

3.1.1 - in the case of Free Services or PAYG Services (other than PAYG Services which include SSO as an Add-On Service), until a party gives the other party 30 days’ written notice to terminate it;

3.1.2 - in the case of Enterprise Services or PAYG Services which include SSO as an Add-On Service, for the Initial Subscription Term and shall automatically extend for the Subscription Renewal Period at the end of the Initial Subscription Term and the end of each Subscription Renewal Period. A party may give written notice to the other party, not later than three months before the end of the Initial Subscription Term or the relevant Subscription Renewal Term, to terminate our Agreement at the end of the Initial Subscription Term or the relevant Subscription Renewal Term (as the case may be);

3.1.3 - in the case of Add-on Services:

1. 1. which include a Subscription, until the Agreement for the Cloud Services to which they relate terminates in accordance with clause 1.1 or clause 3.1.2; or
      
      
   2. which does not include a Subscription, until we have provided the Add-On Services when it shall terminate automatically without notice.

4. Rights to access and use the Cloud Services

 4.1 - Subject to the terms of our Agreement, we grant you a non-exclusive, non-transferable, revocable right, without the right to grant sublicences, to permit the Authorised Users to access and use the Cloud Services during the Subscription Term solely for your internal business operations.

4.2 - In relation to the Authorised Users, you undertake that:

4.2.1 - the maximum number of Authorised Users that you authorise to access and use the Cloud Services shall not exceed the Maximum Authorised Users;

4.2.2 - you will not allow or suffer any Authorised User Account to be used by more than one Authorised User unless it has been reassigned in its entirety to another Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Cloud Services; and

4.2.3 - each Authorised User shall keep access to their account secure and keep confidential and not share with any other person any password or code sent to them to enable their access to the Cloud Services; and

4.2.4 - each Authorised User accepts the Cloud Services Terms of Use before using the Cloud Services.

4.3 - You shall not, and shall procure that your Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Cloud Services that does not comply with our Cloud Services Terms of Use. We reserve the right, without liability or prejudice to its other rights against you, to disable your or your Authorised Users’ access to any material that breaches the provisions of this clause.

4.4 - You shall not, and shall procure that your Authorised Users shall not:

4.4.1 - except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

1. 1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Cloud Services, or any associated Documentation in any form or media or by any means; or
      
      
   2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Cloud Services;
      
      
2. 4.4.2 - access all or any part of the Cloud Services and/or Documentation in order to build a product or service which competes with the Cloud Services;
3.  
4.  
5. 4.4.3 - use the Cloud Services to provide services to third parties;

1. 4.4.4 - license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Cloud Services available to any third party except the Authorised Users; or
2.  
3.  
4. 4.4.5 - attempt to obtain, or assist third parties in obtaining, access to the Cloud Services, other than as provided under this clause 4.

4.5 - You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Cloud Services and promptly notify us if you become aware of any such unauthorised access or use.

4.6 - To enable us to provide the Cloud Services, you hereby grant to us a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Content, Customer Data and Customer Personal Data solely to the extent necessary to provide the Cloud Services.

4.7 - You shall procure at your cost, install and maintain all required enabling software and third-party software required to access and use the Cloud Services. You acknowledge that a failure to do so may impact your use of the Cloud Services.

4.8 - The rights provided under this clause 4 are granted only to you and shall not be considered granted to any of your subsidiaries or your holding company.

5. Our Obligations to you regarding the Cloud Services

5.1 - Subject to clauses 2 and 5.4, we warrant that the Cloud Services will be performed with reasonable skill and care.

5.2 - We will use reasonable endeavours to maintain point in time snapshots of the Customer Data in accordance with the Backup Policy. You are responsible for your making your own backups as set out in the Backup Policy.

5.3 - We do not warrant that:

5.3.1 - your use of the Cloud Services will be uninterrupted or error-free:

5.3.2 - the Cloud Services will comply with any Heightened Cybersecurity Requirements; or

5.3.3 - the Cloud Services and/or the information obtained by you through the Cloud Services will meet your requirements.

5.4 - We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Cloud Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.5 -  You:

5.5.1 - accept responsibility for the selection of the Software to achieve its intended results or outcomes;

5.5.2 - acknowledges that the Software has not been developed to meet your individual requirements; and

5.5.3 - shall ensure that the facilities, features and functions described in the Documentation or relevant Statement of Work meet your requirements.

6. Your obligations to us

6.1 - It is your responsibility to ensure that:

6.1.1 - you will co-operate with us in all matters relating to the Services;

6.1.2 - provide us will all necessary access to such information as may be required by us in order to provide the Services, including but not limited to the Customer Data;

6.1.3 - ensure that the Assumptions are true, complete and accurate and that the Statement of Works meets its requirements;

6.1.4 - without affecting your other obligations under the terms of our Agreement, comply with all applicable laws and regulations with respect to your activities under our Agreement;

6.1.5 - you carry out all your responsibilities set out in the terms of our Agreement in a timely and efficient manner;

6.1.6 - Authorised Users use the Cloud Services in accordance with the terms of our Agreement and our Cloud Services Terms of Use, and shall be responsible for any Authorised User’s breach of the same;

6.1.7 - you (and your Authorised Users) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under the terms of our Agreement, including without limitation the Services;

6.1.8 - your network and systems comply with any relevant specifications provided by us from time to time; and

6.1.9 - be, to the extent permitted by law and except as otherwise expressly provided in our Agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to the Website, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications linked or caused by the internet.

6.2 - If our ability to provide the Cloud Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 1 (Your Default):

6.2.1 - we will be entitled to suspend performance of the Cloud Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Cloud Services, in each case to the extent Your Default prevents or delays performance of the Cloud Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 21 (Termination);

6.2.2 - we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Cloud Services; and

6.2.3 - it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

7. Uptime Service Levels and Service Credits

7.1 - We will, during the Subscription Term, make the Cloud Services available to you for at least the Uptime Service Level during each calendar month of the Subscription Term.

7.2 - A Service Outage refers a situation in which an access point on our hosting provider’s backbone network on which the Cloud Services are hosted is unavailable to you except for any situation where the Cloud Services are unavailable to you as a result of:

7.2.1 - any outage or disruption or the portion of the circuit that does not transit the hosting provider's backbone network, as you are responsible for your own internet access and network connectivity;

7.2.2 - planned maintenance, repairs or upgrades:

7.2.3 - unscheduled maintenance or repairs (either during or outside Normal Business Hours) where urgent action is required to ensure that the Cloud Services can continue to operate and/or is secure;

7.2.4 - your, or an Authorised User’s, use of the Cloud Services is: 

1. 1. in breach of the terms of our Agreement; or
      
      
   2. in a manner inconsistent with any instruction you or Authorised Users are issued by us from time to time;

7.2.5 - outages or disruptions caused by you (except to the extent that such outages or disruptions are caused by our duly authorised third parties to whom we sub-contract performance of all or part of the Cloud Services); or

7.2.6 - outages or disruptions attributable in whole or in part to an Event Outside Our Control.

7.3 All availability measurements shall be carried out by us and are based on the monthly average percentage availability, calculated at the end of each calendar month as the total actual uptime minutes divided by total possible uptime minutes in the month.

7.4 - If the Uptime Percentage falls below the Uptime Service Level in a given calendar month, we will credit your account by an amount calculated in accordance with the following formula, up to a maximum of the Subscription Fees paid by you in the relevant month:

S = C * (100 – (U/T))

Where:

C = the Subscription Fees paid by you in the relevant month

S = the service credit due to you (Service Credit)

U = Uptime Percentage (expressed as a percentage)

T = Uptime Service Level (expressed as a percentage)

7.5 - A Service Credit shall not be payable unless you request it in writing within 40 Business Days of the end of the month in relation to which you are entitled to receive a Service Credit. The maximum Service Credit allowable in a given month is limited to an amount equal to the Subscription Fees owed or paid by you for the month in which the Service Outage occurred.

7.6 - Notwithstanding anything to the contrary in this Contract, we are not obliged to pay Service Credits where the failure to meet the Uptime Service Level arises in connection with any of the following, or attempts to do any of the following:

7.6.1 - denial of services attacks, hacking, malware, viruses; or

7.6.2 - errors or issues with the Customer Data, your information technology systems or your acts or omissions (including the acts or omissions of your Authorised Users), including Your Default.

7.7 - We reserve the right to modify, temporarily suspend or discontinue any feature of function of the Cloud Services at any time.

8. Add-On Services

8.1 - Where our Agreement includes Add-On Services, we shall provide the Add-On Services from the Add-On Services Commencement Date.

8.2 - We shall use reasonable endeavours to meet any performance dates specified in a Statement of Work but any such dates shall be estimates only and time for performance by us shall not be of the essence.

8.3 - In supplying the Add-On Services, we shall:

8.3.1 - perform the Add-On Services with reasonable care and skill;

8.3.2 - use reasonable endeavours to provide the Add-On Services in accordance with the requirements set out in a Statement of Work in all material aspects;

8.3.3 - use reasonable endeavours to comply with all applicable laws, statutes, regulations in providing the Add-On Services.

8.4 - In relation to Training Services, we shall provide training on the date set out in the Statement of Work or otherwise agreed by the parties in writing to such number of Authorised Users as specified in the Statement of Work.

8.5 - We may charge for the preparation of the Statement of Work in accordance with an Order Form which includes Requirement Exploration Services. The Add-On Fees for the preparation of the Statement of Work will be set out in the Order Form. You must pay the Add-On Fees for Requirement Exploration Services whether or not you agree the draft Statement of Work.

9. Development Services

9.1 - If our Agreement includes Development Services, this clause 9 shall apply to the Development Services.

9.2 - You may reject any Developed Software that do not comply with clause 3, provided that notice of rejection is given to us by you (Rejection Notice) within the period of 30 days beginning on the date we deliver the Developed Software to you (Rejection Period) setting out in reasonable detail the material defects in the Developed Software.

9.3 - If you serve a Rejection Notice, we shall within a reasonable period, correct the material defects identified by you in the Rejection Notice and deliver the modified Developed Software to you.

9.4 - You may reject any modified Developed Software that does not comply with clause 3, provided that notice of rejection is given to us by you (Modified Rejection Notice) within the period of 30 days beginning on the date we deliver the modified Developed Software to you (Modified Rejection Period) setting out in reasonable detail the material defects in the modified Developed Software.

9.5 - If we are unable to correct the material defects identified by you in the Rejection Notice within three months of the date of the Modified Rejection Notice, you may reject the Developed Software and either party may terminate the relevant Contract with immediate effect by giving written notice to the other party.

9.6 - You shall be deemed to accept the Developed Software on whichever is the earliest of:

9.6.1 - unless you have served a Rejection Notice during the Rejection Period, the expiry of the Rejection Period;

9.6.2 - unless you have served a Modified Rejection Notice during the Modified Rejection Period, the expiry of the Modified Rejection Period; or

9.6.3 - the use of the Developed Software by you in the normal course of business.

9.7 - We grant, subject to the terms of our Agreement, you the non-exclusive, non-transferrable rights to use the Developed Software for your own internal business purposes in conjunction with the Cloud Services.

9.8 We may charge for the preparation of the Statement of Work in accordance with the Order Form which specifies the Requirement Exploration Services in respect of which that draft Statement of Work has been prepared, whether or not you agree the draft Statement of Work.

10. Support Services

10.1 - If our Agreement includes Support Services, this clause 10 shall apply to the Support Services, and we shall, during the Subscription Term, provide the Support Services during the Normal Business Hours in accordance with the Support Service Levels.

10.2 - As part of the Support Services, we shall:

10.2.1 - provide Help Desk Support by means of the methods set out in the Support Policy;

10.2.2- use Commercially Reasonable Efforts to correct all Operational Faults notified under clause 2.1; and

10.2.3 - provide technical support for the Cloud Services in accordance with the Support Service Levels.

10.3 - We, acting reasonably, may determine that any Support Services are Out-of-scope Support Services. If we make any such determination, we will promptly notify you of that determination. You acknowledge that we are not obliged to provide Out-of-scope Support Services.

10.4 - Each Support Request shall include a full description of the Operational Fault along with a list of steps to reproduce the issue (including details of any error messages) and, where relevant, the start time of the incident.

10.5 - You shall provide us with:

10.5.1 - prompt notice of any Operational Faults which it becomes aware of; and

10.5.2 - such output and other data, documents, information, assistance and (subject to compliance with all your security and encryption requirements notified to us in writing) remote access to the Software, as are reasonably necessary to assist us to reproduce operating conditions similar to those present when you detected the relevant Operational Fault and to respond to the relevant Support Request including any listed in the Support Policy; and

10.5.3 backup its data before we implement any Solution.

10.6 - All Support Services shall be provided on an off-site basis (such as over the telephone or by e-mail).

11. Support Service Credits 

11.1 - If we fail to provide a Solution within the relevant Support Service Level response time, you shall become entitled to the Support Service Credit specified in the Order Form corresponding to the relevant severity level of Operational Fault on submitting a written claim for such Support Service Credit, provided that the relevant Operational Fault or other problem relating to the Software:

11.1.1 - did not result from a Customer Cause or a cause outside our control; and

11.1.2 - was promptly notified to us under paragraph 5.1.

11.2 - For the purposes of calculating the Support Service Level response times for an Operational Fault, if you do not provide us with access to the servers and such other parts of its IT infrastructure to which we reasonably require access to implement the Workaround (as defined below) or the Solution within one Business Day of receiving notice (Access Notice) from us that we have found:

11.2.1 - an emergency software fix or workaround, temporary release or update or such other solution as will allow you to use all functions of the Software in all material respects (Workaround); or

11.2.2. a Solution,

the Support Service Level response times for that Operational Fault shall be extended by a period equal to the number of Business Days in the period beginning on the Business Day after we give you an Access Notice and ending on the day on which you give us access to its servers and IT infrastructure to implement the Workaround or Solution (Non-Access Period). You shall not be entitled to a Support Service Credit for the Non-Access Period.

11.3 - The parties acknowledge that each Support Service Credit is proportionate when considering your legitimate interest to address and resolve all Operational Faults as quickly as possible.

11.4 - Support Service Credits shall be shown as a deduction from the amount due from you to us in the next invoice then due to be issued under the Order Form. We shall not in any circumstances be obliged to pay any money or make any refund to you in respect of the Support Service Credits.

11.5 - Subject to clause 20.2:

11.5.1 - the provision of a Support Service Credit shall be your sole and exclusive remedy for a particular Support Service Level failure; and

11.5.2 - our total aggregate liability in respect of all Support Service Level failures (including all Support Service Credits in respect of such failures) arising within any Contract Year shall not exceed the total Support Fees paid by you and all sums payable by you for the Support Services, whether or not invoiced to you.

12. Free Services

12.1 - You acknowledge that clause 1 and clause 7 do not apply where you have subscribed for a Free Service (or to any other Services provided in connection with a Free Service). Without prejudice to our obligations under clause 17:

12.1.2 - Free Services (and other Services provided in connection with Free Services) are provided “as is” and without warranty to the maximum extent permitted by law;

12.1.3 - we do not provide any commitment to an Uptime Service Level for Cloud Services that are provided as part of a Free Service.

12.2 - You may order a Subscription for PAYG Services or Enterprise Services through the Process Library at any time in accordance with clause 1.

13. Fees, Invoicing and payment

13.1 - You shall pay (or where you have procured Services through a Partner Contract, you shall procure that the Partner pays), the Subscription Fees:

13.1.1 - monthly for the PAYG Services:

1. 1. 1. for the first month of the Subscription for PAYG Services on the Order Acceptance Date; and
      2. for each subsequent month in advance of the respective month following the Subscription Commencement Date; and

13.1.2 - for the Enterprise Services on receipt of an invoice which we may send to you at any time after the Order Acceptance Date in accordance with the intervals stated in the Order Form.

13.2 - You, or in the case that you have a Partner Contact, the Partner shall pay (and you shall procure that the Partner pays), the Add-On Fees, on receipt of an invoice which we shall send to you at the intervals specified in the Order Form

13.3 - In relation to PAYG Services, you shall provide, (or where you have procured Services through a Partner Contract, you shall procure that the Partner provides) us with valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details, and on the Customer or the Partner providing its credit card details to us, the Customer or Partner hereby authorises us to bill such credit card:

13.3.1 - on the Subscription Commencement Date in respect of the Initial Subscription Term; and

13.3.2 - on the first day of each Subscription Renewal Period in respect of the next Subscription Renewal Period.

13.4 - We shall be entitled to increase the Subscription Fees payable for:

13.4.1 - PAYG Services by giving the Customer 30 days’ written notice with the increase Subscription Fees payable for the next month.

13.4.2 - Enterprise Services by giving the Customer four months’ written notice (the “Renewal Notification”. If the Customer does not agree to any increase in the Subscription Fees it may terminate the Agreement in accordance with clause 1.2. The increase will take effect from the first day of the Subscription Renewal Period to which the increase relates.

13.5 - Where the Add-On Fees are calculated on a time and materials basis, and this is stated in the Order Form:

13.5.1 - our daily fee rates for each individual as set out in the Statement of Work are calculated on the basis of an eight-hour day, worked during Normal Business Hours; and

13.5.2 - we shall be entitled to charge an overtime rate as set out in the Statement of Work on a pro rata basis for any time working by individuals whom it engages to provide the Services outside Normal Business Hours.

13.6 - Where the Add-On Fees are calculated on a fixed price basis, the amount of those charges shall be set out in the Order Form.

13.7 - We may increase the Add-On Fees at any time. The Add-On Fees payable in relation to existing Order Form will remain unchanged and the increased Add-On Fees will apply to any subsequent Order Forms.

13.8 - All sums payable under, and all amounts and fees stated or referred to in, our Agreement:

13.8.1 - shall be payable in pounds sterling;

13.8.2 - are, subject to clause 9, non-cancellable and non-refundable; and

13.8.3 - are exclusive of VAT or any relevant local sales taxes, for which you shall be responsible and which we shall add to our invoices at the appropriate rate.

13.9 - If you postpone or cancel Technical Consultancy Services or Training Services:

13.9.1 - less than 30 days but not less than 14 days before the day on which the parties agreed that we would provide the Technical Consultancy Services or Training Services, you shall pay (or where you have procured Services through a Partner Contract, you shall procure that the Partner pays) us a fee equal to 50% of the Add-On Fees payable for those Technical Consultancy Services or Training Services that we were due to provide on that date; or

13.9.2 - 14 days or less before the day on which the parties agreed that we would provide the Technical Consultancy Services or Training Services, you shall pay (or where you have procured Services through a Partner Contract, you shall procure that the Partner pays) us a fee equal to 100% of the Add-On Fees payable for those Technical Consultancy Services or Training Services that we were due to provide on that date.

13.10 All amounts due under our Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

14. Consequence of non-payment 

14.1 - If you fail (or where you have procured Services through a Partner Contract, the Partner fails) to pay us on or before the due date for payment, then, without limiting our remedies under clause 21 or our other rights and remedies, you shall pay, or in the case of a Partner Contract, the Partner shall pay (and you shall procure that the Partner pays) interest on the overdue amount from the due date until payment of the overdue amount, whether before or after judgment. Interest shall accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% per annum for any period when that base rate is below 0%.

14.2 - Notwithstanding clause 14.1, in the event that the Partner fails to pay Triaster any Fees on or before the due date for payment, you shall pay Triaster the outstanding Fees and in the event that you do not make payment to Triaster for the outstanding Fees, Triaster may charge interest under clause 1 and/or suspend access to the Cloud Services or suspend any Add-On Services under clause 14.3.

14.3 - Until we have received payment in full and cleared funds for:

14.3.1 - the Subscription Fees due under our Agreement, without prejudice to any other rights and remedies, we may have and without incurring any liability to you whatsoever, we:

1. 1. may suspend the Authorised User Accounts so that the Authorised Users cannot access the Cloud Services; and
      
      
   2. shall be under no obligation to provide you (or the Authorised Users) with access to the Cloud Services or part of the Cloud Services to which those Subscription Fees relate,

14.3.2 - for any Add-On Fees, we shall be under no obligation to provide, or continue to provide, the Add-On Services to which those Add-On Fees relate.

15. Partner Contract

15. 1 - On termination or expiry of the Partner Contract for any reason, our Agreement will continue save that you shall become responsible for paying all Fee due under our Agreement directly and you shall pay Triaster all Fees outstanding on the date on which the Partner Contract terminates or expires immediately.

16. Customer Data

The Customer shall own all rights, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

17. Data Protection

17.1 - Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 17 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

17.2 -The parties acknowledge that:

17.2.1 - if we process any Personal Data on your behalf when performing our obligations under our Agreement, you are the controller and we are the processor for the purposes of the Data Protection Legislation;

17.2.2 - the Privacy Policy sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject; and

17.2.3 - subject to clause 1, we may transfer or store personal data outside of the UK or the country where you and the Authorised Users are located in order to carry out the Cloud Services or the Add-On Services and our other obligations under our Agreement, provided that:

1. 1. provide appropriate safeguards in relation to the transfer;
      
      
   2. the data subject has enforceable rights and effective legal remedies;
      
      
   3. we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
      
      
   4. we comply with reasonable instructions notified to it in advance by you with respect to the processing of the personal data; and

17.3 - Without prejudice the generality of clause 1, you retain control of the personal data and remain responsible for your compliance obligations under the Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents, and for all written processing instructions you give to us.

17.4 - Without prejudice to the generality of clause 1, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under our Agreement:

17.4.1 - process that personal data only on your documented written instructions unless we are required by applicable laws to process personal data, in which case we will notify you of such processing unless the applicable law prohibits us from so notifying you;

17.4.2 - notify you within five (5) calendar days if we receive a request from a data subject for access to their personal data or to exercise any of their other rights under the Data Protection Legislation;

17.4.3 - assist you in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

17.4.4 - not disclose the personal data to any data subject or to a third-party other than in accordance with your written instructions, or as required by applicable Data Protection Legislation;

17.4.5 - notify you immediately (and in any event within forty-eight (48) hours of becoming aware of a personal data breach; we shall not inform any third-party of any accidental, unauthorised or unlawful processing of all or part of the personal data and/or a personal data breach without first obtaining your written consent, except when required to do so by applicable Data Protection Law;

17.4.6 - at your written direction at any time, delete or return personal data and copies thereof to you, including on termination of the agreement unless required by applicable Data Protection Legislation to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use), this clause 17 shall continue to apply to any personal data retained by us;

17.4.7 - maintain accurate and up-to-date records and information to demonstrate our compliance with this clause 15 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation

17.4.8 - ensure that all of our employees:

1. 1. are informed of the confidential nature of the personal data and are bound by written confidentiality obligations and use restrictions in respect of the personal data;
      
      
   2. have undertaken training on the Data Protection Legislation and how it relates to their handling of the personal data and how it applies to their particular duties; and
      
      
   3. are aware both of our duties and their personal duties and obligations under the Data Protection Legislation and our Agreement.

17.5 - We will put 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 from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its 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 it).

17.6 - We may appoint such third party processors (subcontractor) to process the personal data under our Agreement as we list in the Privacy Policy from time to time if:

17.6.1 - following our prior written notification to you of the appointment of the subcontractor, you do not object to such appointment within sixty (60) calendar days of receipt of our notice;

17.6.2 - we enter into a written contract with the subcontractor that contains terms substantially the same as those set out in our Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon your written request, provides you with copies of such contracts; and

17.6.3 - we maintain control over all personal data it entrusts to the subcontractor, and shall comply with your reasonable requests in relation to such personal data, including requiring us to verify the subcontractor’s compliance with their agreement with us.

Those subcontractors approved as at the commencement of our Agreement are as set out in the Privacy Policy. Where the subcontractor fails to fulfil its obligations under its agreement with us, we remain fully liable to you for the subcontractor's performance of its obligations under such written agreement.

18. Intellectual Property Rights 

18.1 - You acknowledge that all Intellectual Property Rights in the Cloud Services (including the Software, any Developed Software, any Maintenance Releases and the Documentation (including all object code and Source Code versions)) belong and shall belong to us or our licensors (as the case may be), and you shall have no rights in or to the Software, any Developed Software, any Maintenance Releases or the Documentation or any other part of the Cloud Services other than the right to use it in accordance with the terms of our Agreement.

18.2 - In relation to all Deliverables delivered to you under our Agreement:

18.2.1 - we (or our licensors) shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customer Materials.

18.2.2 - in relation to all Deliverables delivered to you under the Order Form, we grant you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to use, copy and modify the Deliverables (excluding the Customer Materials) for the purpose of receiving and using the Services and the Deliverables in its business.

18.3 - The Customer may sub-license the rights granted in clause 2.2 to its Affiliates and Authorised Users but shall not sub-licence, assign or otherwise transfer rights granted in clause 18.2.2 to any other person.

18.4 - In relation to any Customer Materials provided to us by you in connection with the Services, you:

18.4.1 - and your licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and

18.4.2 - grant us (and our agents, subcontractors, consultants and employees) a fully paid-up, non-exclusive, royalty-free, non-transferable, revocable, licence to copy and modify the Customer Materials for the purpose of providing the Services to you.

18.5 - We may use any feedback and suggestions for improvements to, or relating to, the Cloud Services that you, your Authorised Affiliates or your Authorised Users provide without charge or limitation. You hereby assign (or shall procure the assignment of) all Intellectual Property Rights in the feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us at the time such Feedback is first provided to us.

19. Defence of Intellectual Property claims

19.1 - You shall defend, indemnify us, and hold us harmless, against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Cloud Services and/or Documentation.

19.2 - We undertake, at our own expense, to defend you or, at its option, settle any claim or action brought against you alleging that your possession or use of the Services (or any part thereof) in accordance with the terms of our Agreement infringes the UK Intellectual Property Rights of a third party (Claim) and we shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses reasonably and properly incurred by or awarded against you as a result of or in connection with any such Claim.

19.3 - In no event shall we (or our employees, agents and sub-contractors) be liable to you, and clause 2 shall not apply, to the extent that the Claim is based on:

19.3.1 - a modification of the Cloud Services (including the Software or Documentation) by anyone other than us;

19.3.2 - installation or use of the Cloud Services other than in accordance with our Agreement and the Documentation;

19.3.3 - installation or use of the Cloud Services in combination with any hardware or software not supplied or authorised by you if the infringement would have been avoided by the use of the Cloud Services not so combined;

19.3.4 - your use of the Software or Documentation in a manner contrary to the clear instructions given to you by us;

19.3.5 - your use of the Free Services;

19.3.6 - any breach of our Agreement by you; or

19.3.7 - your use of the Software or Documentation after timely notice of the alleged or actual infringement from us, a third party or any appropriate authority.

19.4 If any third party makes a Claim, or notifies an intention to make a Claim against you, our obligations under clause 2 are conditional on you:

19.4.1 - as soon as reasonably practicable, giving us written notice of the Claim specifying the nature of the Claim in reasonable detail;

19.4.2 - not making any admission of liability, agreement or compromise in relation to the Claim without our prior written consent (such consent not to be unreasonably conditioned, withheld or delayed);

19.4.3 - giving us (and our professional advisers) access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us (and our professional advisers) to examine them and to take copies for the purpose of assessing the Claim; and

19.4.4 - taking such action as we may reasonably request to avoid, dispute, compromise or defend the Claim.

19.5 - If any Claim is made, or in our reasonable opinion is likely to be made, against you, we may at our role option and expense:

19.5.1 - procure for you the right to continue to use the Cloud Services (or any part thereof) in accordance with the terms of our Agreement;

19.5.2 - modify the Cloud Services so they cease to be infringing;

19.5.3 -replace the Cloud Services with non-infringing software and/or services; or

19.5.4 -terminate our Agreement immediately by notice in writing to you and refund any of the Subscription Fees paid by you as at the date of termination (less a reasonable sum in respect of your use of the Cloud Services to the date of termination).

19.6 - This clause 19 constitutes your sole and exclusive remedy and our only liability in respect of Claims.

20. Limitation of liability

20.1 - The limitations on liability in this clause 20 apply to every liability arising under or in connection with our Agreement including but not limited to liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise.

20.2 - Nothing in our Agreement shall limit or exclude our or your liability for:

20.2.1 - death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

20.2.2 - fraud or fraudulent misrepresentation; or

20.2.3 - breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

20.2.4 - any liability which cannot be limited or excluded by applicable law.

20.3 - Subject to clause 20.2:

20.3.1 - neither party shall under any circumstances have any liability for any losses or damages which may be suffered by the other party (or any person claiming under or through the other party), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

1. 1. 1. special damage even if a party was aware of the circumstances in which such special damage could arise;
         
         
      2. loss of profits;
         
         
      3. loss of business;
         
         
      4. loss of anticipated savings;
         
         
      5. loss of business opportunity;
         
         
      6. loss of goodwill;
         
         
      7. loss or corruption of data or information; or
         
         
      8. pure economic loss; and

20.3.2 - 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 applicable law, excluded from our Agreement.

20.4 - Subject to clause 20.2, our total aggregate liability to you shall not exceed:

20.4.1 - in respect of each PAYG Service or Enterprise Service, an amount equal to 150% of the Subscription Fees for that PAYG Service or Enterprise Service respectively, which have been paid to us by you in the Contract Year in which the defaults occurred.

20.4.2 - in respect of each Add-On Service, 150% of the Add-On Fees paid for that Add-On Service.

20.5 - Subject to clause 20.2, our aggregate liability to you in respect of each individual Free Service (and all other Services provided in connection with a Free Service shall not exceed £1,000.

20.6 - Subject to clause 2, our aggregate liability to you shall not exceed the greater of an amount equal to 150% of the Fees for all Services paid to us in the Contract Year in which the defaults occurred.

20.7 - In clauses 4.1 and clause 20.7, if defaults committed in more than one Contract Year give rise to a single claim or a series of connected claims, our total liability for those claims shall not exceed the single highest annual cap for those Contract Years.

20.8 - Except as expressly and specifically provided in our Agreement:

20.8.1 - you assume sole responsibility for results obtained from your use of the Services (including the Software, the Documentation) and any Deliverables, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services (including the Software, the Documentation) and any Deliverables, or any actions taken by us at your direction; and

20.8.2 - the Software the Documentation and any Deliverables are provided to you on an "as is" basis.

20.9 All references to us in this clause 20 shall, for the purposes of this clause 20 and clause 33 only, be treated as including all employees, subcontractors and suppliers of us and our Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause 20, in accordance with clause 33.

21. Termination

21.1 - Without affecting any other right or remedy available to it, either party may terminate our Agreement with immediate effect by giving written notice to the other party if:

21.1.1 - the other party commits a material breach of any other term of our Agreement which is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 30 days after being notified in writing to do so;

21.1.2 - the other party repeatedly breaches any of the terms of our Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of our Agreement;

21.1.3 - the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 1.3; or

21.1.4 - the other party suspends or ceases, or threatens to suspend or cease, carrying on business.

21.2 - Without affecting any other right or remedy available to it, we may terminate our Agreement with immediate effect by giving written notice to you if:

21.2.1 - you fail to pay any amount due under our Agreement on the date due for payment and remains in default not less than 14 days after being notified in writing to make such payment;

21.2.2 - your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of our Agreement is in jeopardy; or

21.2.3 -there is a change of control of the Customer.

22. Consequences of termination

22.1 - On termination or expiry of our Agreement for any reason:

22.1.1 - all rights and licences granted to you under our Agreement, including the right to use the Cloud Services and Documentation, shall cease;

22.1.2 - you and all Authorised Users shall cease to use the Cloud Services and the Documentation, and all other activities authorised by our Agreement;

22.1.3 - you shall immediately pay us any sums due to us under our Agreement, including, all our outstanding invoices and interest and, in respect of the PAYG Services or Enterprise Services or Add-On Services supplied by us up to the effective date of termination, and for which no invoice has been submitted, us may submit an invoice, which shall be repayable on receipt;

22.1.4 - each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

22.1.5 - we will without unreasonable delay return all Customer Materials to you; and

22.1.6 - we may destroy or otherwise dispose of any of the Customer Data and your personal data in our possession unless we receive, no later than ten days before the effective date of the termination of our Agreement, a written request for the delivery to you of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data to you.

23. Survival

23.1 - On termination of our Agreement, the following clauses shall continue in force: clause 1, clause 15, clause 18, clause 19, clause 20, clause 22, clause 23, clause 24, clause 35 and clause 36.

23.2 - Termination of our Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breaches of our Agreement which existed at or before the date of termination.

24. Confidentiality

24.1 - A party may be given access to the other party’s Confidential Information in order to perform its obligations under our Agreement. A party's Confidential Information shall not be deemed to include information that:

24.1.1 - is or becomes publicly known other than as a direct or indirect result of the information being disclosed by the receiving party in breach of our Agreement;

24.1.2 - was available to the receiving party on a non-confidential basis prior to disclosure by the disclosing party;

24.1.3 - was, is, or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party 's knowledge, is not under any confidentiality obligation in respect of that information

24.1.4 - is lawfully in the possession of the receiving party before the information was disclosed by the disclosing party; or

24.1.5 - is independently developed by the receiving party, which independent development can be shown by written evidence.

24.2 - Each party undertakes that it shall not at any time during the term of our Agreement and for a period of five years after termination of our Agreement, disclose to any third party any Confidential Information concerning the business, affairs, customers, clients or supplier of the other party or any member of the group of companies to which that other party belongs, except as permitted by clause 3.

24.3 - A party may disclose the other party's Confidential Information:

24.3.1 - to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with our Agreement; and

24.3.2 - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority,

provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 24.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

24.4 - Each party shall take all reasonable steps to ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 24.

24.5 - Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

24.6 - You acknowledge that details of the Cloud Services (including the Software) and the results of any performance tests of the Cloud Services or the Software constitute our Confidential Information.

24.7 - We acknowledge that the Customer Data is your Confidential Information.

24.8 - Subject to clause 24.9, no party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

24. 9 - We may, with you written permission, such permission not to be unreasonably withheld or delayed, publicise the fact that we provide the Cloud Services or the Add-On Services to you.

24.10 - No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with our Agreement.

25. Force Majeure

Neither party shall be in breach of our Agreement nor liable for delay in performing, or failure to perform, any of its obligations under our Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate our Agreement by giving 14 days' written notice to the affected party.

26. Variation

26.1 - We may vary the terms of our Agreement from time to time by giving you at least 30 days’ notice in writing (Variation Notice). If you do not accept the variation, you may, within 14 days of being notified of the variation by us (Review Period), terminate our Agreement on written notice to us in accordance with clause 3.1.

26.2 - Provided that you do not give notice of termination during the Review Period, your continued use of the Cloud Services and/or the Add-On Services after the end of the Review Period will constitute your acceptance of the variation and the variation will take effect on the date set out in the Variation Notice.

26.3 - If you give notice of termination during the Review Period, our Agreement shall continue on these terms without amendment until our Agreement terminates in accordance with clause 3.1.

27. Waiver

27.1 - A waiver of any right or remedy under our Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

27.2 - A failure or delay by a party to exercise any right or remedy provided under our Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under our Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

27.3 - A party that waives a right or remedy provided under our Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

28. Rights and remedies

Except as expressly provided in our Agreement, the rights and remedies provided under our Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

29. Severance

29.1 - If any provision or part-provision of our Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of our Agreement.

29.2 - If any provision or part-provision of our Agreement is deemed deleted under clause 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

30. Entire agreement

30.1 - Our Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

30.2 - Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in our Agreement.

30.3 - Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in our Agreement.

30.4 - Nothing in this clause 30 shall limit or exclude any liability for fraud.

31. Assignment and other dealings

31.1 - Neither party may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under our Agreement without the prior written consent of the other party.

32. No partnership or agency

32.1 - Nothing in our Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

32.2 - Each party confirms it is acting on its own behalf and not for the benefit of any other person.

33. Third party rights

33.1 - Unless it expressly states otherwise, our Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of our Agreement.

33.2 - The rights or the parties to rescind or vary our Agreement are not subject to the consent of any person.

34. Notices

34.1 - Any notice given to a party under or in connection with our Agreement shall be in writing and shall be:

34.1.1 - delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

34.1.2. - sent by email to the address specified in the Order Form;

34.1.3 - such other email address as may have been notified by that party for such purposes.

34.2 - Any notice shall be deemed to have been received:

34.2.1 - if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

34.2.2 - if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

34.2.3 - if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

34.3 - This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

35. Governing law

Our 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.

36. Jurisdiction

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 our Agreement or its subject matter or formation.