Software Subscription Terms

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING ANY SOFTWARE FROM THIS WEBSITE.

These Terms constitute a legal agreement between the party referred to in an applicable Order Form (referred to throughout these Terms as "you", "your" or the "Customer") and Personality at Work Limited, a company registered in England and Wales with company number 07659654 and of 3 Park Farm Industries, Witham Road, Black Notley, Braintree, Essex, CM77 8JX (the "Supplier") for the My Team Builder software subscription services, made available at https://myteambuilder.co or any other website as notified to the Customer, the data, printed materials and online documents supplied with the Software and any associated media (the "Documentation") (together, the "Services").

By signing or otherwise accepting an Order Form, or by clicking "ACCEPT" below in connection with the Services, these Terms apply to your use of the Services. These Terms shall apply to the exclusion of any other terms and conditions are agreement purporting to apply the provision of, or your use of the Services.

If you do not agree with all of these Terms, they you are expressly prohibited from using the Services and you must discontinue your use immediately.

AGREED TERMS

Definitions and Interpretation

The following definitions and rules of interpretation in this clause apply through these Terms.

In the event of any conflict in respect of these Terms and an Order Form, the provisions of the Order Form shall prevail.

Words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate and (in each case) vice versa.

Any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.

A reference to specific legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made as at the date of the Agreement under that legislation,

A reference to 'writing' or 'written' includes email, but not fax.

References to clauses are to the clauses of these Master Service Terms.

The Supplier and the Customer are together the Parties and each a Party, and a reference to a 'Party' includes that party's successors and permitted assigns.

User Subscriptions

Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other provisions of these Terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

In relation to the Authorised Users, the Customer warrants, represents and undertakes that:

1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
3. each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential;
4. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within two Business Days of the Supplier's written request at any time or times;
5. it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with these Terms and;
6. if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
7. if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within five Business Days of the date of the relevant audit.

The Customer shall not, and shall ensure that all Authorised Users shall, access, upload, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
6. is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to the Services (or that of any relevant Authorised User) where there is a breach of this clause 2.3.

The Customer shall not:

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 these Terms:
   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 Services and/or Documentation (as applicable) 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 Services; or
2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3. use the Services to provide services to any third party; or
4. subject to clause 17.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
6. introduce or permit the introduction of, any Virus or Vulnerability into the Services or the Supplier's network and information systems.

The Customer shall use all best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier (and in any event within one Business Day of become aware of such unauthorised access or use).

The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

Additional User Subscriptions

Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of these Terms.

If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall promptly activate the additional User Subscriptions.

If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall pay to the Supplier the relevant fees for such additional User Subscriptions as set out in paragraph 2 of Schedule 1 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

Services

The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to these Terms.

The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

1. planned maintenance carried out as per the Supplier's notification to the Customer; and
2. unscheduled maintenance that may be carried out at any time, provided that the Supplier shall use reasonable endeavours (based on the nature and severity of the issue) to perform outside Normal Business Hours and shall aim to give as much notice as reasonably possible.

The Supplier will, as part of the Services, provide the Customer with the Supplier's standard Support Services during Normal Business Hours.

Third Party Providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

Supplier's Obligations

The Supplier shall:

1. perform the Services substantially in accordance with the Documentation, in accordance with Good Industry Practice and with reasonable skill and care; and
2. ensure that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

The Supplier's obligations at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the terms of clause 6.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

The Customer acknowledges that the Supplier:

1. does not warrant that:
   1. the Customer's use of the Services will be uninterrupted or error-free and that the Customer confirms the Services meet its requirements;
   2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
   3. the Software or the Services will be free from Vulnerabilities or Viruses.
2. is not responsible for (and shall have no liability in respect of) 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 the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

These Terms shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up.

Customer's Obligations

The Customer shall, subject to and in accordance with these Terms:

1. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
2. without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
3. promptly provide the Supplier with:
   1. all necessary co-operation in relation to these Terms; and
   2. all necessary access to such information as may be required by the Supplier;
   in order to provide the Services, including but not limited to Customer Data;
4. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
5. carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary and the Supplier shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer's delay;
6. ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms and any operating guidelines, procedures or instruction issued by the Supplier and shall be responsible for any Authorised User's breach of Terms;
7. be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

The Customer shall own all right, 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.

Charges and Payment

The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 8 and the Order Form.

The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

1. its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
   1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
   2. subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
2. its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
   1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
   2. subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
   and the Customer shall pay each invoice within 14 days after the date of such invoice.

If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

1. the Supplier may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable or suspend the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

All amounts and fees stated or referred to in these Terms:

1. shall be payable in pounds sterling;
2. are non-cancellable and non-refundable;
3. are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer and the relevant Order Form shall be deemed to have been amended accordingly.

Proprietary Rights

The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms 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 Services or the Documentation.

The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.

The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with these Terms infringes any third party Intellectual Property Right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

1. the Supplier is given prompt notice of any such claim;
2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
3. the Supplier is given sole authority to defend or settle the claim.

In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

1. a modification of the Services or Documentation by anyone other than the Supplier; or
2. the Customer's use of the Services or Documentation in a manner contrary to these Terms or an instruction given to the Customer by the Supplier; or
3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or
4. the Customer Data.

The Customer shall defend, indemnify and hold harmless the Supplier 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 the Customer's use of the Services and/or Documentation, provided that:

1. the Customer is given prompt notice of any such claim;
2. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
3. the Customer is given sole authority to defend or settle the claim.

Dispute Resolution

If a dispute arises out of or in connection with these Terms or their performance, validity or enforceability (a "Dispute") then, except as expressly provided in these Terms, the parties shall follow the procedure set out in this clause 10:

1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a "Dispute Notice"), together with relevant supporting documents. On service of the Dispute notice, the parties' Nominated Representatives shall attempt in good faith to resolve the Dispute;
2. if the Nominated Representatives are for any reason unable to resolve the Dispute within 5 Business Days of it being referred to them, then the Dispute shall be referred to a Director (or person of equivalent seniority of each party), who shall meet within 5 Business Days to resolve it;
3. if the Dispute has not been resolved within 5 Business Days of the Directors meeting, the parties will agree to enter into mediation in good faith to settle the Dispute and will do so in accordance with the CEDR Model Mediation Procedure.

No party may commence any court proceedings in relation to the whole or part of the Dispute until it has attempted to settle the Dispute by mediation and either the mediation has terminated, or the other party has failed to participate in the mediation, provided that the right to issue proceedings it nor prejudiced by a delay.

If for any reason the Dispute is not resolved within 10 Business Days of commencement of the mediation, the Dispute shall be referred to and finally resolved by the courts of England and Wales in accordance with clause 17.3.

Limitation of Liability

THE CUSTOMER'S ATTENTION IS EXPRESSLY DRAWN TO THE PROVISIONS OF THIS CLAUSE 11.

Except as expressly and specifically provided in these Terms:

1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
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 these Terms; and
3. the Services and the Documentation are provided to the Customer on an "as is" basis.

Nothing in these Terms excludes the liability of either party:

1. for death or personal injury caused by the that party's negligence;
2. for fraud or fraudulent misrepresentation; or
3. any other liability which cannot be excluded or limited by law.

Subject to clause 11.1 and clause 11.2, the Supplier shall have no liability for any:

1. loss of profits;
2. loss of business;
3. wasted expenditure;
4. depletion of goodwill and/or similar losses;
5. loss or corruption of data or information; or
6. any special, indirect or consequential loss, costs, damages, charges or expenses.

Subject to clauses 11.1 to 11.3, the Supplier's total liability to the Customer arising as a result of the Supplier breaching clauses 13 or the indemnity at clause 9.3 shall not exceed in the aggregate one million pounds sterling (£1,000,000).

Subject to clauses 11.1 to 11.4, the Supplier's total liability to the Customer arising as a result of the Supplier breaching these Terms shall not exceed in the aggregate five thousand pounds sterling (£5,000).

Force Majeure

Neither party shall be in breach of these Terms or otherwise liable for any delay or failure in the performance of its obligations (except in respect of payment of any sums payable under these Terms) for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control provided the affected party:

1. notifies the other party of the circumstances as soon as practicable (and in any event within 3 days of the circumstances arising);
2. uses all reasonable endeavours to mitigate the impact of such circumstances on the performance of its obligations and to recommence performance of its obligations under these Terms as soon as reasonably possible.

If the period of delay or non-performance under clause 11.1 continues for 45 days, either party may terminate these Terms by giving not less than 14 days' written notice to the other party.

Confidentiality

The provisions of this clause shall not apply to any Confidential Information that:

1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
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 bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
4. the parties agree in writing is not confidential or may be disclosed; or
5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.

If a party has any doubts as to whether information constitutes Confidential Information, it shall consult with the disclosing party before acting in any manner that may breach its obligations under this clause 13.

Each party shall keep the other party's Confidential Information secret and confidential and shall not:

1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Terms; or
2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13.

A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information under clause 13.3.1, provided:

1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Terms are granted to the other party, or to be implied from these Terms.

On termination or expiry of these Terms, each party shall:

1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; and
2. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable).

No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (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.

Except as expressly stated in these Terms, no party makes any express or implied warranty or representation concerning its Confidential Information.

The above provisions of this clause 13 shall continue to apply after termination or expiry of these Terms.

Term and Termination

These Terms shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, these Terms shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless:

1. either party notifies the other party of termination, in writing, at least six months before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
2. otherwise terminated in accordance with the provisions of these Terms;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".

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

1. the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
2. the other party commits a material breach of any other provision of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
3. the other party becomes subject to an Insolvency Event;
4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
5. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the provisions of these Terms is in jeopardy.

Without affecting any other right or remedy available to it, the Supplier may terminate these Terms with immediate effect by giving written notice to the other party if there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).

On termination of these Terms for any reason:

1. all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
2. the Customer shall immediately pay the Supplier all outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
3. 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;
4. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of these Terms, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
5. 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 breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.

Data Protection

For the purposes of this clause 15 the terms "Controller", "Processor", "Personal Data", "Personal Data Breach", "Process(ing)", "Third Country" and "Data Subject" shall have the meanings respectively ascribed to them in the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation the Customer is the Controller and the Supplier is the Processor.

In respect of any Processing carried out by the Supplier in accordance with these Terms:

1. The subject matter, nature and purpose of the Processing is such Processing as is required to facilitate the provision of the Services;
2. the duration of the Processing is the Subscription Term or such longer period that the Supplier is required to continue Processing Personal Data in accordance with any applicable law;
3. the types of Personal Data to be Processed are name, email address and any additional Personal Data voluntarily uploaded to the Services by the Customer or an Authorised User to complete the personality assessment provided through the Services (the questions asked during such assessment to be provided by the Supplier on reasonable notice); and
4. the categories of Data Subject are the employees of the Customer.

Without prejudice to the generality of clause 15.5, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the relevant Personal Data to the Supplier and/or lawful collection of the relevant Personal Data by the Supplier on behalf of the Customer for the Subscription Term and for the purposes receiving the Services. The Customer warrants and represents that any Processing, including the Processing and collection of any special category data (as defined in the Data Protection Legislation), anticipated by the Supplier under this Agreement will not breach the Data Protection Legislation or any applicable law.

Each party will during the Subscription Term of the relevant Services comply with its obligations under the Data Protection Legislation, provided that this clause 15.5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

To the extent the Supplier is required to Process Personal Data in the course of providing the Services, it shall:

1. Process Personal Data only on the written instructions of the Customer and only to the extent required to fulfil its obligations under these Terms. If the Supplier is unable to comply with those instructions or is required by any applicable law to otherwise Process Personal Data it shall, to the extent legally permitted, notify the Customer before doing so;
2. have in place appropriate technical and organisational measures to protect against unauthorised or unlawful Processing of, 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;
3. ensure that persons who have access to or Process Personal Data are authorised to access Personal Data only when such persons have a work related need to access the Personal Data and that they keep the Personal Data confidential (either under contractual or statutory obligations);
4. take such technical and organisational measures as may be appropriate and promptly provide such information to the Customer as the Customer may reasonably require to assist the Customer to respond to any request from a Data Subject;
5. ensure that where Personal Data is transferred outside of the United Kingdom it is done so on one of the following conditions: (i) the transfer is based on adequacy regulations pursuant to Article 45 of UK GDPR and Section 17A of the Data Protection Act 2018; or (ii) the Supplier participates in a valid cross-border transfer mechanism under the Data Protection Legislation so that the Supplier (and where appropriate the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR. Such valid cross-border transfer mechanism may consist of the UK IDTA or the UK Addendum for the transfer or any other approved transfer mechanism from time to time in force;
6. notify the Customer without undue delay if it receives a request from a Data Subject to exercise any of their rights under the Data Protection Legislation in relation to the Personal Data Processed by the Supplier pursuant to these Terms;
7. notify the Customer without undue delay if it becomes aware of a Personal Data Breach;
8. taking into account the nature of the Supplier's Processing and the information available to it, provide reasonable assistance to the Customer in complying with its obligations pursuant to Articles 32 to 36 of the UK GDPR (as applicable);
9. at the written direction of the Customer, delete or return Personal Data to the Customer on termination or expiry of these Terms unless the Supplier is required by any applicable law to continue to store the Personal Data, in which case it will notify the Customer in writing of that retention requirement to the extent permitted;
10. maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Customer or the Customer's designated auditor, provided such audits are conducted on reasonable notice, within Business Hours and no more regularly than once per year of the Subscription Term; and
11. immediately inform the Customer if, in its opinion, an instruction from the Customer infringes the Data Protection Legislation.

The Supplier has the Customer's general authorisation to engage the following processors to assist with its provision of the Services (Stripe Payments Europe, Limited, Stripe Payments UK and AWS. The Supplier shall inform the Customer if it wishes to change that list through the addition or replacement of processors at least 7 days in advance, thereby giving the Customer the opportunity to object to the proposed change (such objection only to be made where the Customer holds a genuine belief that the proposed processor will be unable to comply with its obligations in the Data Protection Legislation and/or the provisions of the contract with the Supplier as set out in clause 15.8).

Where the Supplier engages a processor, it shall ensure that the same data protection obligations as set out in this clause 15 are imposed in a written contract on that other processor and the Supplier shall remain fully liable to the Customer for the performance of the other processor's obligations. The Supplier shall ensure that its agreement with the other processor terminates automatically on termination or expiry of these Terms for any reason.

Notices

Any notice given to a party under or in connection with these Terms shall be in English, in writing and shall be:

1. delivered by hand or by pre-paid first-class post or other next working day delivery service at the address specified in the Order Form or, if no such address is specified, its registered office or its principal place of business; or
2. sent by email to the address specified in the Order Form (or an address substituted in writing by the party to be served).

Any notice shall be deemed to have been received:

1. if delivered by hand, at the time the notice is left at the proper address;
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
3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Normal Business Hours resume.

This clause 116 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.

General

Entire Agreement:

1. These Terms (and any documents referenced within them) constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

Assignment: The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.

Governing Law and Jurisdiction

1. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
2. 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 these Terms or its subject matter or formation (including non-contractual disputes or claims).

Severance:

1. If any provision or part-provision of these Terms 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 these Terms.
2. If any provision or part-provision of these Terms is deemed deleted under clause 17.4.1 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.

No Partnership or Agency: Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Variation: The Supplier reserves the right to vary these Terms by providing not less than 10 days' notice to the Customer.

Waiver:

1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

Third Party Rights: Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

Rights and Remedies: Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

- Subscription Fees

Subscription Fees

The Subscription Fees shall amount to a total of £15, based on the User Subscriptions at £15 per User Subscription.

Additional User Subscription Fees

Additional User Subscriptions may be purchased by the Customer in accordance with clause 3 at £15 per User Subscription.