This services agreement (the “Agreement”) between Policy in Practice (“we”, “us”, “our”) and you (being the person identified within the relevant Order Form as the Customer) provides the terms and conditions upon which you may access, use and receive the Services (as defined below). This Agreement shall take effect upon you accepting these terms either by executing a document by which you agree to be bound by this Agreement (such as an Order Form), directly executing this Agreement or by clicking an “I Accept” button or similar device to indicate your intention to be bound by this Agreement (the date expressed within the applicable Order Form to be the Start Date shall be the “Effective Date”). By completing any of the above acts, you represent to us that you (being the individual providing such acceptance) are authorised to bind the company or other organisation on whose behalf you are entering into this Agreement.
1.1 In consideration for the receipt of the Fees from you, we hereby agree to provide to you the services specified within the relevant Order Form and described in Annex A (Service Description) (the “Services”) on the terms of this Agreement. Further detail on the engagements or service may be detailed in the optional Annex C.
1.2 To the extent that any of the Services include the use of Software, we hereby grant you a revocable, non-exclusive, non-transferable licence for the Term to use such Software in accordance with the terms of this Agreement.
2.1 This Agreement will commence on the Effective Date and shall continue in force for the Term unless otherwise terminated earlier in accordance with its terms.
2.2 The purchase of a software license will be automatically renewed at the end of the term, unless we are notified in writing thirty days prior to the end of the term.
3.1 In order to receive the Services, you hereby agree to pay the Fees to us in accordance with the Payment Terms.
3.2 In the event that you fail to make payment to us of any Fees in accordance with the Payment Terms, we may charge you interest at the rate of 3% per month on all overdue amounts.
3.3 The Fees and all other charges stated within this Agreement are exclusive of VAT and other applicable taxes.
3.4 You shall reimburse all reasonable expenses properly and necessarily incurred by us in the course of providing the Services to you, subject to production of receipts or other appropriate evidence of payment.
4. YOUR OBLIGATIONS
4.1 Passwords: When receiving or utilising the Services, you will be required to choose a password for your Account. It is your responsibility to ensure that your password is sufficiently complex and kept secure to prevent unauthorised access to your Account and/or use of the Services. You will promptly notify us of any such unauthorised access of which you become aware.
4.2 Restrictions on Use: Unless we agree otherwise in writing, you will not: (a) sell, resell, or sublicense the Services to a third party or provide access to your Account or the Services to any third party; (b) reverse engineer, disassemble or decompile any software included within the Services; or (c) attempt to modify, alter, tamper with, repair, or otherwise create derivative works of any software included within the Services or attempt to create a substitute or similar service to any of the Services.
5. INTELLECTUAL PROPERTY
5.1 You hereby agree that all Intellectual Property in, to, connected with or generated by or during the course of the provision of the Services shall remain the property of us or our licensors at all times and shall not vest, be transferred, assigned or licensed to you other than in accordance with the express provisions of this Agreement.
5.2 We hereby grant you for the Term a non-exclusive, revocable licence to use the Intellectual Property in, to or connected with the Services solely to the extent strictly necessary for you to receive the Services pursuant to this Agreement.
6.1 Late Payment: In the event that you fail to make payment to us of any Fees in accordance with the Payment Terms and such amounts remain outstanding for a period of 15 days following the date on which they were due to be paid, we may, at our discretion, immediately upon notice to you, suspend access to your Account until such time as payment of such overdue Fees is made (including any interest which has accumulated in relation to such amounts).
6.2 Software: In the event that any of the Services includes Software, we may suspend your Account in the event that: (i) either you or any user authorised by you causes or threatens to cause a security risk to such Software or the technology used to provide the Software; (ii) you otherwise act in a manner which may cause damage or loss in relation to such Software or technology; or (iii) you fail to comply with any of your obligations under this Agreement.
6.3 Other: In addition to the above we may suspend access to your Account in the event that you breach any of your obligations under this Agreement.
6.4 Reinstatement: At any time whilst access to your Account is suspended, we may, at our sole discretion, reinstate your access if we are satisfied that the reason for the suspension has been rectified by you.
6.5 Our right to suspend access to your Account under this section is in addition to any other rights we may have under this Agreement, including, but not limited to, our termination rights as set out in section 7, below.
7.1 Either party may terminate this Agreement for any or no reason by giving one months’ prior written notice.
7.2 In the event of suspension of access to your Account as set out in section 6, we may terminate this Agreement if such suspension continues for a period of 30 days.
7.3 In addition, either party may terminate this Agreement if:
7.3.1 the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or
7.3.2 the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
8.1 Where you are unable to use or receive the Services for a period of time in excess of 24 hours, we will, upon receipt of notice from you claiming the same, repay to you an amount equal to 50% of the Fees you have paid for such 24 hour period (calculated pro-rata). In order for this clause to take effect, you must notify us of such claim no later than 10 business days following the end of the applicable outage. Failure to provide notification by such date shall invalidate such claim and shall absolve us from any liability under this section to pay any such amounts. Those amounts stated within this section 8.1 shall be your sole remedy in respect of the Services being unavailable for any reason and, upon payment of such amounts or your waiving the right to receive such amounts by failing to make the relevant notification, we shall have no further liability.
8.2 We shall not be liable in any event for: (i) any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; (ii) any loss of goodwill or reputation; or (iii) any indirect or consequential losses, suffered or incurred by you arising out of or in connection with the use by you of any Service, or any other matter under this Agreement.
8.3 Our aggregate liability in respect of any loss or damage suffered by you and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the amount of the Fee payable by you to us under this Agreement.
8.4 Nothing in this section shall limit either party’s liability for death or personal injury resulting from negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation.
8.5 You acknowledge and agree that the limitations contained in this section are reasonable in all the circumstances and that you have taken independent legal advice.
9.1 You shall indemnify us and each of our officers, directors, employees, agents, shareholders and partners (the “Indemnified Party”) on demand and hold us harmless from and against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, legal costs and expenses and VAT thereon) and liabilities suffered or incurred, directly or indirectly, by the Indemnified Party in consequence of any breach or non-performance by you of any of the obligations, warranties, representations and undertakings on your part contained in this Agreement.
10.1 We will use commercially reasonable endeavours to provide the Services to deliver a reasonable level of accuracy, based on the input data provided. However, other than as expressly set out in this section 10, we provide no further guarantee nor make any representation as to the accuracy of any of the Services.
11.1 Confidentiality: Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party which may have or may in future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
11.2 Data Protection: You acknowledge that, in respect of any Personal Data (as defined in the Data Protection Act 1998), you shall act as data controller and we shall act solely as your data processor. Both parties agree that they will at all times comply with their respective obligations under the Data Protection Act 1998.
11.3 Status: The relationship between us and you will be that of independent contractor and nothing in this Agreement shall render us or any of our staff an employee, worker, agent or partner of you, irrespective of the nature of the Services being provided to you by us.
11.4 Amendment: No modification or variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to this Agreement. For the avoidance of doubt, no modification or variation of this Agreement shall be valid if made by e-mail.
11.5 Assignment and Subcontracting: We may at any time assign or sub-contract any or all of our obligations under this Agreement. You may not assign or transfer this Agreement or any rights under this Agreement, or purport to do any of the same without our prior written consent.
11.6 Rights of Third Parties: Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
11.7 Entire Agreement: This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding whether oral or written between the parties in relation to such subject matter.
11.8 Waiver: In no event will any delay, failure or omission in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question.
11.9 Severance: If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
11.10 Governing Law: This Agreement shall be governed by the laws of England and Wales and, in the event of any dispute (including non-contractual disputes) the parties hereby submit to the exclusive jurisdiction of the English Courts.
“Account” means your method of accessing the Services, set up by us for you which allows you to receive the Services by logging in via the applicable website.
“Business Hours” means 9:00 to 17:00 GMT, Monday to Friday.
“Fees” means the amounts due to us from you in respect of the Services, as set out in the applicable Order Form.
“Order Form” means a form (whether online or otherwise) specifying the details of the order made by you, including as a minimum, the Services ordered and the fees due in respect of such Services, your details (such as address and contact details), the start and end date of the term of this agreement and the relevant payment terms.
“Payment Terms” means the terms for payment of the Fees as set out in the applicable Order Form.
“Term” means the duration of the Agreement, being the period of time expressed as such in the applicable Order Form, commencing on the Effective Date.