Subscription Agreement

1. Interpretation

Applicable Data Protection Laws

Regulations covering personal data protection under UK GDPR or EU GDPR as applicable to the Supplier's jurisdiction.

Authorised Users

Employees, agents, and independent contractors authorized by the Customer to use the Services and Documentation.

Business Day

Any weekday excluding Saturdays, Sundays, and public holidays in England when London banks operate.

Confidential Information

Proprietary or confidential material clearly labeled or identified as such.

Customer Data

Data entered by the Customer, Authorised Users, or the Supplier on behalf of the Customer for service utilization or facilitation purposes.

Documentation

Online materials describing the Services and providing user instructions.

Initial Subscription Term

12 months commencing from the Effective Date.

Normal Business Hours

8:00 AM to 5:00 PM UK local time on Business Days.

Services

Subscription services provided via the Supplier's website as described in Documentation.

Software

Online software applications provided as part of the Services.

Subscription Fees

Installation and subscription fees for User Subscriptions.

2. User Subscriptions

Subject to Customer purchase of User Subscriptions and stated restrictions, the Supplier grants a non-exclusive, non-transferable right and license permitting Authorised Users to access and use the Services and Documentation during the Subscription Term solely for internal business operations.

2.1 Authorised User Obligations

The Customer undertakes that:

• Maximum Authorised Users shall not exceed purchased User Subscriptions
• Each subscription may not be used by multiple individuals unless fully reassigned
• A current written list of Authorised Users shall be maintained
• The Supplier may audit Services compliance with this Agreement

2.2 Prohibited Actions

During Services use, the Customer shall not access, store, distribute, or transmit material that:

• Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially/ethnically offensive
• Facilitates illegal activity
• Depicts sexually explicit imagery
• Promotes unlawful violence
• Discriminates based on race, gender, color, religious belief, sexual orientation, or disability
• Is otherwise illegal or causes damage/injury to persons or property

2.3 Restrictions

The Customer shall not:

• Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute the Software or Services (in whole or part)
• Attempt decompilation, reverse compilation, disassembly, reverse engineering, or reduction to human-perceivable form of the Software or Services
• Access the Services to build competing products or services
• Use the Services for third-party service provision
• License, sell, rent, lease, transfer, assign, distribute, display, disclose, or commercially exploit the Services
• Introduce viruses or vulnerabilities into the Services

3. Additional User Subscriptions

During any Subscription Term, the Customer may purchase additional User Subscriptions by written notification to the Supplier. The Supplier shall evaluate and respond with approval or rejection.

Upon approval, additional subscriptions activate within 10 days. Mid-term fees are pro-rated for the remainder of the current period.

4. Services

The Supplier shall provide the Services and make Documentation available during the Subscription Term under Agreement terms.

4.1 Availability

The Supplier shall use commercially reasonable efforts for 24/7 Services availability, except for:

• Planned maintenance during 10:00 PM to 2:00 AM UK maintenance window
• Unscheduled maintenance outside Normal Business Hours, provided the Supplier gives at least 4 hours' notice

4.2 Support Services

Standard customer support is provided during Normal Business Hours. Enhanced support services are available for separate purchase at current rates.

5. Data Protection

Both parties comply with Applicable Data Protection Laws. The parties have determined:

• Customer acts as controller regarding Customer Data
• Supplier acts as processor regarding Customer Data, processing only per Agreement instructions
• Supplier acts as controller regarding Supplier Personal Data

The Supplier shall, regarding Customer Data:

• Process only per documented Customer instructions
• Implement appropriate technical and organizational protection measures against unauthorized/unlawful processing
• Ensure personnel processing Customer Data commit to confidentiality
• Assist the Customer in responding to data subject requests
• Notify the Customer without undue delay upon discovering personal data breaches
• Delete or return Customer Data upon termination unless legally required to retain it

6. Third Party Providers

The Customer acknowledges that Services may enable access to third-party website content, correspondence, and purchases solely at its own risk.

The Supplier makes no representation, warranty, commitment, or assumption of liability regarding third-party website content, use, correspondence, or transactions.

7. Supplier's Obligations

The Supplier shall perform Services substantially per Documentation with reasonable skill and care.

The Supplier does not warrant that:

• Customer use of the Services will be uninterrupted or error-free
• Services, Documentation, or information obtained will meet Customer requirements
• Software or Services will be free from vulnerabilities or viruses

The Supplier bears no responsibility for delays, delivery failures, or losses from data transfer over communications networks/the internet.

The Supplier warrants maintaining all necessary licenses, consents, and permissions for Agreement obligation performance.

8. Customer's Obligations

The Customer shall:

• Provide necessary cooperation regarding this Agreement
• Provide access to required information
• Comply with applicable laws/regulations regarding its activities
• Ensure Authorised Users use the Services per this Agreement
• Obtain and maintain necessary licenses, consents, and permissions
• Ensure its network/systems comply with Supplier specifications
• Bear sole responsibility for procuring, maintaining, and securing network connections and telecommunications links

The Customer owns all right, title, and interest in non-personal Customer Data and bears sole responsibility for its legality, reliability, integrity, accuracy, and quality.

9. Charges and Payment

The Customer shall pay Subscription Fees per agreed schedule.

9.1 Payment Method

By or before the Effective Date, the Customer shall provide required company, billing, and contact details. A valid direct debit mandate must be established and maintained via the Supplier's payment platform. Direct debit is the sole accepted payment method unless otherwise agreed in writing.

9.2 Invoice Schedule

The Supplier automatically issues invoices on the 28th of each calendar month for applicable Subscription Fees. The Customer authorizes direct debit collection without further notice.

9.3 Payment Failure

If full payment is not received by due date, and without prejudicing other rights:

• The Supplier may, with no less than 5 Business Days' notice, disable the Customer's password, account, and Services access (in whole or part)
• Interest at 4% per annum above Bank of England base rate may be charged on overdue amounts

Failure to establish/maintain a valid direct debit mandate or ensure sufficient funds constitutes material Agreement breach.

10. Proprietary Rights

The Customer acknowledges the Supplier and/or licensors own all Services and Documentation intellectual property rights. This Agreement grants no rights to patents, copyright, database rights, trade secrets, trade names, trademarks, or other licenses.

The Supplier confirms possessing all necessary rights to grant the rights purported herein.

11. Confidentiality

Parties may access the other's Confidential Information to perform Agreement obligations. Confidential Information excludes information that:

• Is or becomes publicly known other than through receiving party acts/omissions
• Was in lawful possession before disclosure
• Is lawfully disclosed by third parties without disclosure restrictions
• Is independently developed by the receiving party

Each party shall maintain the other's confidentiality and not disclose it to third parties or use it beyond Agreement implementation.

12. Indemnity

The Customer shall defend, indemnify, and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses, and costs arising from the Customer's Services/Documentation use.

The Supplier shall defend the Customer against infringement claims regarding UK patents, copyright, trademarks, database rights, or confidentiality rights from Customer Services/Documentation use, indemnifying for awarded amounts.

13. Limitation of Liability

Except as expressly provided:

• Customer assumes sole responsibility for Services/Documentation use results
• Supplier bears no liability for errors/omissions in Customer-provided information/instructions
• All implied warranties, representations, conditions, and other statutory/common law terms are excluded to the fullest permitted extent

Excluded from liability limitations:

• Death or personal injury from negligence
• Fraud or fraudulent misrepresentation
• Liabilities that cannot be limited/excluded under applicable law

14. Term and Termination

14.1 Term

This Agreement commences on the Effective Date and continues for the Initial Subscription Term. At term end, it automatically renews for successive 12-month periods (Renewal Periods) unless either party provides written termination notice at least 30 days before Initial Term or Renewal Period end.

14.2 Termination for Cause

Either party may terminate immediately upon written notice if:

• The other commits an irremediable material breach, or fails to remedy a remediable breach within 30 days of notification
• The other suspends/threatens suspension of debt payments or cannot pay debts as due
• A winding-up petition is filed, notice given, resolution passed, or order made
• An administrator appointment application is filed or order made
• The other suspends/ceases or threatens suspension/cessation of its business (in whole or substantial part)

14.3 Effects of Termination

Upon termination:

• All Agreement licenses immediately terminate
• Each party returns and discontinues use of the other's equipment, property, Documentation, and items
• The Supplier may destroy/dispose of Customer Data unless a written backup delivery request is received within 10 days post-termination
• Accrued party rights, remedies, obligations, or liabilities remain unaffected

15. General Provisions

15.1 Force Majeure

The Supplier bears no liability if prevented from or delayed in performing Agreement obligations or business operations by acts, events, omissions, or accidents beyond reasonable control.

15.2 Variation

No variation is effective unless in writing and signed by parties or authorized representatives.

15.3 Waiver

No party's failure or delay in exercising rights or remedies constitutes waiver of that or any other right or remedy.

15.4 Severance

If any provision is found invalid or unenforceable by competent court/administrative body, such invalidity/unenforceability does not affect other provisions, which remain fully effective.

15.5 Entire Agreement

This Agreement constitutes the entire agreement between parties and supersedes all prior agreements, promises, assurances, warranties, representations, and understandings regarding its subject matter.

15.6 Assignment

The Customer shall not, without Supplier's prior written consent, assign, transfer, charge, subcontract, or otherwise deal with its Agreement rights or obligations.

15.7 No Partnership or Agency

Nothing herein creates a partnership or authorizes either party to act as agent for the other.

15.8 Third Party Rights

This Agreement does not confer rights on persons outside the parties under the Contracts (Rights of Third Parties) Act 1999.

15.9 Notices

Required notices must be written and hand-delivered or sent via pre-paid first-class or recorded delivery post to the other party's stated address or such other address as notified.

15.10 Governing Law and Jurisdiction

This Agreement and any arising disputes shall be governed by England and Wales law. The courts of England and Wales have exclusive jurisdiction over any disputes.