AgileCase Terms and Conditions
The terms and conditions you agree to when using AgileCase
Terms and Conditions
AGILECASE SUBSCRIPTION AGREEMENT – TERMS OF SERVICE - Last Updated, 27th February 2026.
1. DEFINITIONS AND INTERPRETATION.
In this Agreement, capitalised words and expressions shall have the meaning given to them below:
1.1 “Agreement” means this written agreement and terms which govern Customer's use of the service.
1.2 “Confidential Information” of a Party means (i) the content and existence of this Agreement, (ii) the existence of any discussions between the Parties concerning this Agreement, the Service, (iii) information relating to a Party’s businesses, financial conditions, or operations, including vendor information, customer information, marketing or business plans, forecasts, financial data, unpublished financial statements, budgets, licenses, pricing, costing, reports, analyses and personnel data, and (iv) information relating to a Party’s technology and know-how, including, any invention, product, formula, method, technique, composition, compound, project, development, plan, apparatus, equipment, trade secret, process, research, reports, technical data, software, software documentation, design or architecture, hardware design, technology. Confidential Information includes written information, information transferred orally, visually, electronically or by any other means by Discloser. Confidential Information does not include information which the Recipient can demonstrate (i) was or became generally available to the public other than as a result of a disclosure by the Recipient in violation of this Agreement; or (ii) was available, or becomes available to the Recipient on a non-confidential basis prior to its disclosure to the Recipient by the Discloser, but only if (a) the source of such information is not bound by this Agreement or is not otherwise subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to the information and (b) the Recipient provides the Discloser with written notice of such prior possession either (I) prior to the execution and delivery of this Agreement or (II) if the Recipient later becomes aware of (through disclosure to the Recipient or otherwise pursuant to this Agreement) any aspect of the Confidential Information of which the Recipient had prior possession, promptly upon the Recipient becoming aware of such aspect; or (III) is independently developed by the Recipient without use or reference to the Discloser’s Confidential Information, as shown by documents and other competent evidence in the Recipient’s possession.
1.3 “Customer Data” means all electronic data or information submitted by Customer to the Service.
1.4 “Deployment” means Supplier deploying a substantially functional instance of the Service for Customer use in accordance with this Agreement.
1.5 “Discloser” means the Party or its subsidiaries, affiliates, and Recipient’s and their agents, professional legal and accounting advisors, consultants, representatives, employees, officers, and directors disclosing Confidential Information.
1.6 “Downtime” means any period of time in which Service is not functioning in a material way or is not generally available via the Internet, other than such periods which have been previously agreed with Customers or periods of Maintenance.
1.7 “UK GDPR” means the United Kingdom General Data Protection Regulation as incorporated into UK law pursuant to the Data Protection Act 2018.
1.8 “EU GDPR” means Regulation (EU) 2016/679.
1.9 “Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR, together with any legislation implementing or supplementing the foregoing, as amended or replaced from time to time.
1.10 “Fees” means the fees relating to the Service as set out on Supplier’s website or otherwise agreed in writing by the Parties from time to time.
1.11 “IPR” means any patent, patent application, copyright, moral right, trade name, trademark, service mark, trade secret, copyright, and any intellectual property applications or right to apply for registration therefor, internet domain names, logos, designs, slogans, and general intangibles of like nature, computer software programs or applications, tangible or intangible proprietary information, know-how, proprietary processes, formulae, algorithms, or any other intellectual property right, whether registered or unregistered, and whether first made or created before or after the Effective Date.
1.12 “Maintenance” means (i) any reasonable periods for installation of Updates so long as such installation is undertaken between the hours of 8:00 pm and 3:00 am GMT, or at such other time as may be provided by Supplier upon at least 5 days’ prior written notice to Customer, (ii) any denial of service attacks or other Downtime outside the reasonable control of Supplier, (iii) Downtime that arises out of actions or omissions of Customer, and (iii) any Downtime that arises out of Customer’s use of its own hardware or software with the Service which is not part of the functionality of the Service.
1.13 “Party” each of Supplier and Customer may be referred to herein as a “Party” and both as “Parties.”
1.14 “Recipient” means the Party receiving Confidential Information and its subsidiaries, affiliates, and Recipient’s and their agents, professional legal and accounting advisors, consultants, representatives, employees, officers, and directors.
1.15 “Service” means Supplier’s web application and any related application programming interface made available by Supplier, in its state as of the Effective Date which Supplier makes available to Customer at its sole discretion via the Internet or other internet protocol communications link and any Updates that Supplier may release during the provision of Service to Customer.
1.16 “Term” means the period commencing with Effective Date and continuing until this Agreement is terminated in accordance with Article 5 of this Agreement.
1.17 “Updates” means any subsequent customisation, further development, release, version, upgrade, workaround or bug fix of the Service.
1.18 “Users” means individuals who are authorised by Customer to use the Service, for whom subscriptions to the Service have been purchased, and/or who have been supplied user identifications and passwords.
1.19 “In this Agreement a reference to: (a) clauses refer to clauses of this Agreement; (b) a “person” includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same shall include a reference to the others; (c) any Party include its successors (whether by operation of applicable law, regulation or otherwise) and permitted assigns; (d) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; (e) a word importing the singular shall (where appropriate) include the plural and vice versa; (f) “Data Controller”, “Data Processor”, “Data Subject” and “Personal Data” shall have the meanings given in the Data Protection Legislation; and (g) any statute or statutory provision includes, the statute or statutory provision as amended, consolidated or re-enacted from time to time, and includes any subordinate legislation made under the statute or statutory provision (as so amended, consolidated or re-enacted).
2. WEB SERVICE
2.1 Customer will be responsible for preparation of any data for import, using templates and tools provided by the Supplier.
2.2 Supplier will make the Service available to Customer and Users during the Term in accordance with this Agreement. Supplier is responsible for the cost, operation, and maintenance of the Service and the network connections between the Service and the Internet. Customer is responsible for all computer hardware and software required to access the Service including establishing and maintaining Customer’s network connectivity and maintaining adequate bandwidth between Customer’s facilities and the Internet as well as any and all fees in relation to 3rd party services or software with which the Service may optionally interact.
2.3 Access to the Service is provided through User subscriptions and associated fees for add-ons or metered items. Customer’s access to the Service shall not exceed the number of User subscriptions it has selected using the appropriate options within the web application or by acceptance of a written quote by email. User subscriptions may be decreased at any time by using the appropriate options within the web application or by notifying Supplier via email, but Customer shall remain liable for all Monthly User Fees in respect of the inactive User subscriptions for a 30 day period following any change. User subscriptions may be increased during the Term. Where any new User subscription is added in a month, a full monthly User Fee shall be due in respect of that part month. All User subscriptions shall terminate on the date of termination of this Agreement. User subscriptions shall be provided to designated Users and not shared or used by more than one User, but Customer may re-assign User subscriptions. The Customer shall be responsible for all acts and omissions of its Users and for ensuring that all Users comply with this Agreement. No User shall acquire any independent rights under this Agreement.
2.4 Customer shall (a) use the Service only for lawful purposes; (b) not use, or authorise or permit any other person to use, the Service in any manner which infringes any law or regulation or which infringes the rights of any third party; (c) not post, link to or transmit any material, which is unlawful, threatening, libelous or otherwise tortious, abusive, malicious, defamatory, obscene, pornographic, or that contains a virus or other hostile computer program, or which constitutes, or encourages the commission of, a criminal offence, or which infringes any IPR of any person which may subsist under the laws of any jurisdiction; (d) interfere or attempt to interfere with the integrity of the Service; (e) attempt to gain access to third-party data contained on the Service; (f) keep secure any identification, password and other Confidential Information relating to Customer’s User accounts and shall notify Supplier immediately of any known or suspected unauthorised use or breach of security, including loss, theft or unauthorised disclosure of Customer’s User’s password(s) or other security information; (g) observe the procedures which Supplier may from time to time prescribe for the Service; (h) make no use of the Service, which is in the sole opinion of Supplier detrimental to other customers; (i) not make the Service available to anyone other than Users; and (j) procure that all email is sent in accordance with applicable legislation in a secure manner.
2.5 Supplier shall provide support to Customer for Service queries via the provided electronic support ticketing system between 9am and 5pm GMT, Monday through Friday, excluding public and bank holidays in Scotland, U.K (“Business Day”). Customer shall use the electronic support ticketing system of Supplier to report any issues with the Service.
2.6 Customer acknowledges that Supplier will from time to time during the Term be required to temporarily reduce or interrupt access to the Service to conduct Maintenance.
2.7 Supplier shall use reasonable efforts to ensure that Downtime does not exceed 5.0% per calendar month (the “Downtime Limit”). If actual Downtime exceeds the Downtime Limit in any calendar month, the Supplier shall provide the Customer with a service credit equal to five percent (5%) of the monthly User Fees paid for that month for each full percentage point by which actual Downtime exceeds the Downtime Limit, up to a maximum aggregate service credit of twenty five percent (25%) of the monthly User Fees for that month. Service credits shall be applied against future Fees on the next invoice, shall not be refundable in cash, shall not accrue or roll over between months, and shall constitute the Customer’s sole and exclusive remedy for any failure to meet the Downtime Limit. If Downtime exceeds twelve (12) hours in any calendar month in two consecutive months, the Customer may terminate this Agreement upon seven (7) days’ prior written notice, provided that such notice is given within thirty (30) days following the end of the second affected month.
2.8 By submitting Customer Data to the Service, Customer shall be solely responsible for the accuracy, quality, integrity, legality and reliability of Customer Data and of the means by which it acquired Customer Data. Customer warrants that it has all necessary rights and lawful bases to submit Customer Data to the Service and to permit its processing by the Supplier.
2.9 While Supplier shall implement reasonable technical and organisational measures to protect the integrity and security of the Service, Supplier does not warrant that the Service will be free from unauthorised access or security incidents. Subject to the limitations set out in this Agreement, Supplier shall not be liable for unauthorised access to or alteration of Customer Data except to the extent resulting from its failure to implement reasonable security measures.
2.10 Supplier will at all times reasonably attempt to achieve the highest possible availability and shortest possible access time of the Service, but no warranties of any kind, regarding any specific availability or time of access are granted. The Service is hosted by Supplier, or a subcontractor of its choice. All data stored as part of the Service may be backed up on a regular basis. If Customers with a paid service plan experience loss of data, Supplier may use reasonable efforts to attempt to restore data from the most recent working backup; provided, however, Supplier gives no warranties with respect to recovering or restoring any lost Customer data. The User or Customer is always encouraged to make its own backups of all data stored on the Service.
2.11 Supplier is committed to constant improvement. As a result, Customer can expect that Services will change from time to time. In addition, Supplier may cancel portions of Services for any reason, including when customers indicate the need for a change, when the technology advances, or when it is no longer feasible or prudent to continue to offer them. In addition, Customer accepts that all functionality is delivered “as-is” and meets their needs and requirements.
3. GRANT OF USE RIGHTS AND RESTRICTIONS
3.1 Subject to the terms of this Agreement, Supplier grants the Customer a limited, non-exclusive, non-transferable right during the Term to access and use the Service for its internal business purposes through its authorised Users in accordance with this Agreement. For the avoidance of doubt, authorised Users may include the Customer’s employees, officers, contractors, agents and, where applicable, the Customer’s own clients or end users, provided that the Customer remains responsible for their compliance with this Agreement.
3.2 Customer will not be granted access to either the source or object code of the Service. Supplier retains ownership of and all other rights in the Service. Other than as expressly set forth herein, nothing in this Agreement grants Customer any right, title, license or interest in or relating to the Service and Supplier’s Confidential Information and Supplier reserves all rights, title and interest in and to the Service and its Confidential Information, including all related IPRs.
3.3 Customer agrees to maintain the copyright, trademark, and other notices that appear on the Service on all associated media. Except as otherwise provided in this Agreement, neither Party grants the other Party any rights to use its trademarks, service marks, or other proprietary symbols or designations without the written consent of the other Party.
3.4 Customer retains ownership of any IPRs in its Confidential Information (that does not consist of Updates) and in the Customer Data.
3.5 Supplier retains ownership of all IPRs in any Updates made by (whether or not authorised) or on behalf of Customer during the Term. All rights and title to any such IPRs are hereby transferred to Supplier, and Customer shall, at Supplier’s cost, execute and deliver to Supplier any documentation required to effect such transfer.
3.6 Save to the extent expressly permitted by applicable law, the Customer shall not, and shall not permit any third party to:
4. FEES AND PAYMENT TERMS
4.1. Upon commencement of the Term, the Customer shall pay the subscription fees and any applicable deployment, configuration or training charges as set out on the Supplier’s website or otherwise agreed in writing. The Customer shall pay the Monthly Fees based on the number of Users and usage of add-ons or metered items for each month of use of the Service. Monthly Fees shall be due and payable on the same calendar day each month.
The Customer is responsible for maintaining accurate billing and contact information. Except as expressly provided in this Agreement, all Fees are non-refundable.
Any amount not paid within seven (7) days of its due date shall accrue interest at the rate of one percent (1%) per month, calculated daily, from the due date until payment is received in cleared funds.
All payments shall be made without set-off or deduction and free of any bank charges.
4.2. If any Fees owed by Customer are fifteen (15) days overdue, Supplier may, without limiting its other rights and remedies, suspend Customer’s access to the Service until such amounts are paid in full, save where the applicable Fees are subject to a reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.
4.3 All Fees payable under this Agreement are payable in the currency displayed on the Supplier website or otherwise agreed in writing, exclusive of tax. Customer shall pay any taxes, and duties imposed by governmental agencies of whatever kind with respect to the Services excluding taxes based on the Supplier’s income. Such taxes shall be payable in accordance with the applicable invoice. In order to assist Supplier in obtaining tax credits or deductions, Customer shall provide to Supplier original or certified copies of all tax payments or other evidence of payment of taxes by Customer with respect to transactions or payments under this Agreement.
4.4 The Supplier may increase the Monthly Fees once in any twelve (12) month period by the greater of seven percent (7%) or the percentage increase in the UK Retail Prices Index as published by the Office for National Statistics over the preceding twelve (12) month period. Any such increase shall take effect from the next billing cycle following publication on the Supplier’s website.
4.5 For any work not included within the Service, Customer and Supplier shall enter into a separate Professional Services Agreement setting forth the terms and conditions, including fees and due dates for such work.
4.6 All accounts are subject to usage quotas and fair use limits. Unless otherwise agreed in writing:
5. TERM AND TERMINATION.
5.1. The Term shall commence on the Effective Date and shall continue on a rolling monthly basis unless terminated in accordance with this Section. Either Party may terminate this Agreement by providing written notice to the other Party, such termination to take effect on the last day of the calendar month following the month in which notice is given. Where the Customer terminates, no Fees previously paid shall be refundable.
5.2 Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and fails to remedy such breach within fifteen (15) days of receiving written notice specifying the breach. Either Party may also terminate immediately upon written notice if the other Party becomes insolvent, enters into liquidation, administration or bankruptcy, or is subject to any analogous proceedings.
Upon termination under this clause, the terminating Party may pursue remedies subject to the limitations set out in this Agreement.
5.3 The Supplier may terminate this Agreement with immediate effect if any undisputed sum due remains unpaid for thirty (30) days after its due date.
5.4 Upon termination of this Agreement for any reason, the Customer shall cease all use of the Service. The Supplier shall retain Customer Data for the period specified in Section 12 for the purpose of enabling account reactivation or data export. Following that period, the Supplier may delete Customer Data and shall have no further obligation to maintain or provide such data, except where required by law
5.5 Upon termination, the Customer may request a full export of Customer Data by written request from an authorised representative. The Supplier shall provide such export in Microsoft Excel format and other appropriate formats within thirty (30) days of termination.
5.6 Any additional data exports requested after the initial export shall be provided subject to the Supplier’s standard support pricing in effect at the time of the request.
5.7 Where the Customer has received onboarding services, they are subject to a minimum twelve (12) month commitment. Early termination by the Customer within that period shall require payment of the remaining Fees that would have been payable during the remainder of that twelve (12) month period.
5.8 Where the Customer has entered into a custom development arrangement or agreed custom pricing, such arrangements shall be subject to a minimum six (6) month notice period for any termination, reduction or downgrade.
6. INFRINGEMENT.
6.1 The Supplier warrants that it has the right to provide the Service in accordance with this Agreement. Except as expressly stated in this Agreement, no warranty is given that the Service will not infringe the intellectual property rights of any third party.
6.2 If a third party alleges that the Service infringes its intellectual property rights, the Supplier may, at its option:
6.3 The Supplier shall have no liability under this Section where the claim arises from:
6.5 The Customer shall indemnify and hold harmless the Supplier against any third party claim, demand, suit or proceeding arising from:
7. LIMITED WARRANTIES AND DISCLAIMERS.
7.1 The Supplier warrants that the Service will perform in all material respects in accordance with this Agreement during the Term. Except as expressly stated in this Agreement and to the fullest extent permitted by law, the Service is provided on an “as is” basis without any additional warranties.
7.2 Except as expressly provided in this Agreement, all warranties, representations and conditions, whether express or implied by statute, common law or otherwise, including any implied warranties of satisfactory quality or fitness for a particular purpose, are excluded to the fullest extent permitted by law.
7.3 The remedies expressly set out in this Agreement constitute the Customer’s sole and exclusive remedies for any breach of warranty or performance obligation.
7.4 The Customer warrants that it will comply with Data Protection Legislation in collecting, compiling, storing, accessing and using Customer Data in connection with this Agreement and the Service.
8. LIMITATION OF LIABILITY.
8.1 Nothing in this Agreement excludes or limits either Party’s liability for:
8.3 Subject to clauses 8.1 and 8.2, the Supplier’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by the Customer to the Supplier in the three (3) months preceding the event giving rise to the claim.
8.4 The Customer shall notify the Supplier of any claim arising under or in connection with this Agreement within three (3) months of the date on which the Customer became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. Failure to do so shall result in the claim being time-barred.
8.5 Supplier shall have no liability to Customer, and Customer shall have no right or remedy against Supplier, for any delay by Supplier in performing or complying with, or any failure by Supplier to perform or comply with any obligation under or term of this Agreement to the extent such delay or failure is caused by the Customer or any of its employees, agents or contractors.
8.6 The exclusions and limitations or liability under this clause 8 shall have effect in relation both to any liability expressly provided for or contemplated under this Agreement and to any liability arising or incurred by reason of the invalidity or unenforceability, in whole or in part, or any term of this Agreement.
8.7 Subject to clause 8.1, this Agreement sets forth the full extent of Supplier’s obligations and liabilities arising out of or in connection with this Agreement or any collateral contract, and there are no conditions, warranties, representations or terms, express or implied, that are binding on Supplier except as specifically stated or contemplated in this Agreement. Subject to clause 8.1, any condition, warranty, representation or term concerning the performance of the Services which might otherwise be implied into or incorporated in this Agreement or any collateral contract, whether by statute, common law or otherwise, is expressly excluded.
9. CONFIDENTIALITY.
9.1 The Recipient shall keep the Discloser’s Confidential Information confidential and shall not disclose it except to its employees, officers, contractors or advisers who have a need to know such information for the purposes of this Agreement and who are subject to confidentiality obligations no less protective than those set out herein. The Recipient shall take reasonable measures to protect Confidential Information against unauthorised access, loss, theft or damage.
9.2 The Recipient shall use the Discloser’s Confidential Information solely for the purposes of this Agreement and shall not use such information for its own benefit or for the benefit of any third party except as expressly permitted by this Agreement.
9.3 If the Recipient is required by law or by order of a court or competent authority to disclose Confidential Information, it shall, where legally permitted, give the Discloser prior written notice and cooperate in any reasonable efforts to seek confidential treatment. The Recipient shall disclose only that portion of the Confidential Information which it is legally required to disclose.
9.4 Each Party acknowledges that a breach of this Section may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, the Discloser shall be entitled to seek injunctive or other equitable relief in respect of any such breach, without prejudice to any other remedies available at law.
Subject to Section 8 (Limitation of Liability), the Recipient shall be liable for direct losses suffered by the Discloser as a result of a breach of this Section.
10. DATA PROTECTION.
10.1 For the purposes of Data Protection Legislation, the Customer is the Data Controller and the Supplier is the Data Processor in respect of Personal Data processed through the Service.
10.2 The Supplier shall process Personal Data only on documented instructions from the Customer and solely for the purpose of providing the Service in accordance with this Agreement.
10.3 The Supplier shall implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, taking into account the nature of the Personal Data and the risks involved.
10.4 The Supplier shall ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations.
10.5 The Supplier shall notify the Customer without undue delay upon becoming aware of a personal data breach affecting Personal Data processed on behalf of the Customer.
10.6 The Supplier may engage subprocessors in connection with the provision of the Service. The Supplier shall ensure that any such subprocessor is subject to data protection obligations no less protective than those set out in this Agreement. The Supplier shall remain responsible for the acts and omissions of its subprocessors in relation to such processing. An up-to-date list of the Supplier’s subprocessors is available here. The Supplier may update such list from time to time.
10.7 The Supplier shall, taking into account the nature of the processing and the information available to it, provide reasonable assistance to the Customer in responding to requests from Data Subjects and in meeting the Customer’s obligations under Data Protection Legislation.
10.8 Upon termination of the Agreement, the Supplier shall delete or return Personal Data in accordance with the data retention provisions of this Agreement, unless required by law to retain such data.
10.9 The Customer warrants that it has all necessary rights, consents and lawful bases to submit Personal Data to the Service and to permit its processing by the Supplier in accordance with this Agreement.
11. CLIENT DATA.
11.1 Uploading Customer Data to Service. If the Customer uploads Customer Data to the Service, such Customer Data and any processing of such Customer Data must be in compliance with these Terms and Conditions and applicable law. All rights, title and interest in and to the Customer Data belong to the Customer or third persons (including Users, persons and organisations) whether posted and/or uploaded by the Customer or made available on or through the Service by Supplier. By uploading Customer Data to the Service, Customer authorises Supplier to process the Customer Data. The Customer is responsible for ensuring that:
a) the Customer and any of the Users associated with the account do not create, transmit, display or make otherwise available any Customer Data that violates the terms of these Terms and Conditions, the rights of Supplier, other Customers or Users, persons or Organisations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
b) the Customer and all of the Users associated with the account have the necessary rights to use the Customer Data, including to insert it into the Service and process it by means of the account. The Customer warrants that such processing complies with Data Protection Legislation.
11.2 Unlawful Customer Data. Supplier is not obliged to pre-screen, monitor or filter any Customer Data or the Customer’s processing of such Customer Data in order to identify unlawful content. However, if Supplier becomes aware, or has reasonable grounds to believe, that any Customer Data or its processing may be unlawful or in breach of this Agreement, Supplier may, acting reasonably:
Supplier may also remove or restrict access to Customer Data where required to comply with applicable law or a valid order of a competent authority.
Supplier shall assist the Customer, as Data Controller, in meeting its obligations under Data Protection Legislation in accordance with Section 10 of this Agreement.
11.3 Compelled Disclosure. Supplier may disclose Customer Confidential Information or Customer Data to the extent required by applicable law, regulation, or the order of a court or other competent authority.
Where legally permitted, Supplier shall use reasonable efforts to provide the Customer with prior notice of such required disclosure to allow the Customer the opportunity to seek a protective order or other appropriate remedy.
If Supplier is required by law to disclose Customer Confidential Information or Customer Data as part of a civil or regulatory proceeding to which Supplier is a party, and the Customer does not seek to contest such disclosure, the Customer shall reimburse Supplier for its reasonable costs of compiling, reviewing and providing secure access to such information.
12. DATA PROCESSING CONTRACT.
12.1 Status of the Parties. For the purposes of Data Protection Legislation, including Article 28 of the UK GDPR and, where applicable, the EU GDPR, these Terms and Conditions constitute the data processing contract between the Customer as Data Controller and the Supplier as Data Processor.
The Customer instructs the Supplier to process Personal Data solely for the purpose of providing the Service in accordance with this Agreement.
12.2 Subject Matter, Nature and Duration of Processing
The Supplier provides the Service through which the Customer, as Data Controller, may collect, store, organise and otherwise process Personal Data relating to data subjects determined by the Customer.
The nature and purpose of processing is the provision of case management and related services through the Service.
The Supplier shall process Personal Data for the duration of the Term and any agreed data retention period following termination.
Upon termination of the Service, the Supplier shall retain Customer Data for a period of six (6) months solely for the purpose of enabling the Customer to reopen its account or export Customer Data, unless instructed otherwise by the Customer. Thereafter, the Supplier shall delete or return Personal Data in accordance with Section 10 of this Agreement, unless required by applicable law to retain it.
12.3 Processor Obligations.
The Supplier shall:
13. PUBLICITY.
Neither Party shall issue any press release or make any public announcement relating to this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
Notwithstanding the foregoing, the Supplier may use the Customer’s name and logo solely for the purpose of identifying the Customer as a user of the Service in the Supplier’s marketing materials, website and customer lists, provided that such use:
14.1 Any notice given under this Agreement shall be in writing and in English and shall be delivered by hand, sent by pre-paid first class post (or equivalent next working day delivery service), or sent by email to the relevant contact address notified by the receiving Party.
14.2 A notice shall be deemed received:
15. SURVIVAL OF TERMS.
Any provisions of this Agreement which by their nature are intended to survive termination or expiry, including without limitation provisions relating to confidentiality, intellectual property, data protection, limitation of liability, payment obligations, and governing law, shall survive termination or expiry of this Agreement.
16. VERIFICATION OF COMPLIANCE.
Upon reasonable written request by the Supplier, and no more than once in any twelve (12) month period, the Customer shall provide written confirmation that its use of the Service complies with this Agreement, including the number of authorised Users. The Supplier shall not be entitled to conduct on-site audits of the Customer.
17. FORCE MAJEURE
The Supplier shall not be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including without limitation strike, riot, fire, flood, natural disaster, cyber incident, internet service disruption, governmental action or failure of third party service providers.
The Supplier shall use reasonable efforts to mitigate the effect of such event and resume performance as soon as reasonably practicable.
If such event continues for a continuous period of ninety (90) days, either Party may terminate this Agreement upon written notice.
18. GOVERNING LAW, AND JURISDICTION.
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the law of Scotland. The Parties submit to the exclusive jurisdiction of the Scottish courts.
19. MISCELLANEOUS
19.1 The Customer shall not assign, transfer or otherwise deal with any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the Supplier. The Supplier may assign this Agreement to any successor in connection with a merger, acquisition, corporate reorganisation or sale of substantially all of its assets upon written notice to the Customer.
19.2 The Parties are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, agency or employment relationship between the Parties. Neither Party has authority to bind the other.
19.3 No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy unless expressly agreed in writing.
19.4 This Agreement constitutes the entire agreement of the parties hereto relating to the matters covered by this Agreement, and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.
19.5 The Supplier may amend or update these Terms and Conditions from time to time. Any such amendments shall take effect upon publication on the Supplier’s website. The Customer is responsible for reviewing the current version of the Terms and Conditions. Continued use of the Service after publication of any updated Terms constitutes acceptance of those updated Terms. No amendment shall apply retroactively.
19.6 If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be deemed severed and the remainder of this Agreement shall remain in full force and effect.
19.7 A person who is not a Party to this Agreement shall have no right to enforce any of its terms.
AGILECASE SUBSCRIPTION AGREEMENT – TERMS OF SERVICE - Last Updated, 27th February 2026.
1. DEFINITIONS AND INTERPRETATION.
In this Agreement, capitalised words and expressions shall have the meaning given to them below:
1.1 “Agreement” means this written agreement and terms which govern Customer's use of the service.
1.2 “Confidential Information” of a Party means (i) the content and existence of this Agreement, (ii) the existence of any discussions between the Parties concerning this Agreement, the Service, (iii) information relating to a Party’s businesses, financial conditions, or operations, including vendor information, customer information, marketing or business plans, forecasts, financial data, unpublished financial statements, budgets, licenses, pricing, costing, reports, analyses and personnel data, and (iv) information relating to a Party’s technology and know-how, including, any invention, product, formula, method, technique, composition, compound, project, development, plan, apparatus, equipment, trade secret, process, research, reports, technical data, software, software documentation, design or architecture, hardware design, technology. Confidential Information includes written information, information transferred orally, visually, electronically or by any other means by Discloser. Confidential Information does not include information which the Recipient can demonstrate (i) was or became generally available to the public other than as a result of a disclosure by the Recipient in violation of this Agreement; or (ii) was available, or becomes available to the Recipient on a non-confidential basis prior to its disclosure to the Recipient by the Discloser, but only if (a) the source of such information is not bound by this Agreement or is not otherwise subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to the information and (b) the Recipient provides the Discloser with written notice of such prior possession either (I) prior to the execution and delivery of this Agreement or (II) if the Recipient later becomes aware of (through disclosure to the Recipient or otherwise pursuant to this Agreement) any aspect of the Confidential Information of which the Recipient had prior possession, promptly upon the Recipient becoming aware of such aspect; or (III) is independently developed by the Recipient without use or reference to the Discloser’s Confidential Information, as shown by documents and other competent evidence in the Recipient’s possession.
1.3 “Customer Data” means all electronic data or information submitted by Customer to the Service.
1.4 “Deployment” means Supplier deploying a substantially functional instance of the Service for Customer use in accordance with this Agreement.
1.5 “Discloser” means the Party or its subsidiaries, affiliates, and Recipient’s and their agents, professional legal and accounting advisors, consultants, representatives, employees, officers, and directors disclosing Confidential Information.
1.6 “Downtime” means any period of time in which Service is not functioning in a material way or is not generally available via the Internet, other than such periods which have been previously agreed with Customers or periods of Maintenance.
1.7 “UK GDPR” means the United Kingdom General Data Protection Regulation as incorporated into UK law pursuant to the Data Protection Act 2018.
1.8 “EU GDPR” means Regulation (EU) 2016/679.
1.9 “Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR, together with any legislation implementing or supplementing the foregoing, as amended or replaced from time to time.
1.10 “Fees” means the fees relating to the Service as set out on Supplier’s website or otherwise agreed in writing by the Parties from time to time.
1.11 “IPR” means any patent, patent application, copyright, moral right, trade name, trademark, service mark, trade secret, copyright, and any intellectual property applications or right to apply for registration therefor, internet domain names, logos, designs, slogans, and general intangibles of like nature, computer software programs or applications, tangible or intangible proprietary information, know-how, proprietary processes, formulae, algorithms, or any other intellectual property right, whether registered or unregistered, and whether first made or created before or after the Effective Date.
1.12 “Maintenance” means (i) any reasonable periods for installation of Updates so long as such installation is undertaken between the hours of 8:00 pm and 3:00 am GMT, or at such other time as may be provided by Supplier upon at least 5 days’ prior written notice to Customer, (ii) any denial of service attacks or other Downtime outside the reasonable control of Supplier, (iii) Downtime that arises out of actions or omissions of Customer, and (iii) any Downtime that arises out of Customer’s use of its own hardware or software with the Service which is not part of the functionality of the Service.
1.13 “Party” each of Supplier and Customer may be referred to herein as a “Party” and both as “Parties.”
1.14 “Recipient” means the Party receiving Confidential Information and its subsidiaries, affiliates, and Recipient’s and their agents, professional legal and accounting advisors, consultants, representatives, employees, officers, and directors.
1.15 “Service” means Supplier’s web application and any related application programming interface made available by Supplier, in its state as of the Effective Date which Supplier makes available to Customer at its sole discretion via the Internet or other internet protocol communications link and any Updates that Supplier may release during the provision of Service to Customer.
1.16 “Term” means the period commencing with Effective Date and continuing until this Agreement is terminated in accordance with Article 5 of this Agreement.
1.17 “Updates” means any subsequent customisation, further development, release, version, upgrade, workaround or bug fix of the Service.
1.18 “Users” means individuals who are authorised by Customer to use the Service, for whom subscriptions to the Service have been purchased, and/or who have been supplied user identifications and passwords.
1.19 “In this Agreement a reference to: (a) clauses refer to clauses of this Agreement; (b) a “person” includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same shall include a reference to the others; (c) any Party include its successors (whether by operation of applicable law, regulation or otherwise) and permitted assigns; (d) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; (e) a word importing the singular shall (where appropriate) include the plural and vice versa; (f) “Data Controller”, “Data Processor”, “Data Subject” and “Personal Data” shall have the meanings given in the Data Protection Legislation; and (g) any statute or statutory provision includes, the statute or statutory provision as amended, consolidated or re-enacted from time to time, and includes any subordinate legislation made under the statute or statutory provision (as so amended, consolidated or re-enacted).
2. WEB SERVICE
2.1 Customer will be responsible for preparation of any data for import, using templates and tools provided by the Supplier.
2.2 Supplier will make the Service available to Customer and Users during the Term in accordance with this Agreement. Supplier is responsible for the cost, operation, and maintenance of the Service and the network connections between the Service and the Internet. Customer is responsible for all computer hardware and software required to access the Service including establishing and maintaining Customer’s network connectivity and maintaining adequate bandwidth between Customer’s facilities and the Internet as well as any and all fees in relation to 3rd party services or software with which the Service may optionally interact.
2.3 Access to the Service is provided through User subscriptions and associated fees for add-ons or metered items. Customer’s access to the Service shall not exceed the number of User subscriptions it has selected using the appropriate options within the web application or by acceptance of a written quote by email. User subscriptions may be decreased at any time by using the appropriate options within the web application or by notifying Supplier via email, but Customer shall remain liable for all Monthly User Fees in respect of the inactive User subscriptions for a 30 day period following any change. User subscriptions may be increased during the Term. Where any new User subscription is added in a month, a full monthly User Fee shall be due in respect of that part month. All User subscriptions shall terminate on the date of termination of this Agreement. User subscriptions shall be provided to designated Users and not shared or used by more than one User, but Customer may re-assign User subscriptions. The Customer shall be responsible for all acts and omissions of its Users and for ensuring that all Users comply with this Agreement. No User shall acquire any independent rights under this Agreement.
2.4 Customer shall (a) use the Service only for lawful purposes; (b) not use, or authorise or permit any other person to use, the Service in any manner which infringes any law or regulation or which infringes the rights of any third party; (c) not post, link to or transmit any material, which is unlawful, threatening, libelous or otherwise tortious, abusive, malicious, defamatory, obscene, pornographic, or that contains a virus or other hostile computer program, or which constitutes, or encourages the commission of, a criminal offence, or which infringes any IPR of any person which may subsist under the laws of any jurisdiction; (d) interfere or attempt to interfere with the integrity of the Service; (e) attempt to gain access to third-party data contained on the Service; (f) keep secure any identification, password and other Confidential Information relating to Customer’s User accounts and shall notify Supplier immediately of any known or suspected unauthorised use or breach of security, including loss, theft or unauthorised disclosure of Customer’s User’s password(s) or other security information; (g) observe the procedures which Supplier may from time to time prescribe for the Service; (h) make no use of the Service, which is in the sole opinion of Supplier detrimental to other customers; (i) not make the Service available to anyone other than Users; and (j) procure that all email is sent in accordance with applicable legislation in a secure manner.
2.5 Supplier shall provide support to Customer for Service queries via the provided electronic support ticketing system between 9am and 5pm GMT, Monday through Friday, excluding public and bank holidays in Scotland, U.K (“Business Day”). Customer shall use the electronic support ticketing system of Supplier to report any issues with the Service.
2.6 Customer acknowledges that Supplier will from time to time during the Term be required to temporarily reduce or interrupt access to the Service to conduct Maintenance.
2.7 Supplier shall use reasonable efforts to ensure that Downtime does not exceed 5.0% per calendar month (the “Downtime Limit”). If actual Downtime exceeds the Downtime Limit in any calendar month, the Supplier shall provide the Customer with a service credit equal to five percent (5%) of the monthly User Fees paid for that month for each full percentage point by which actual Downtime exceeds the Downtime Limit, up to a maximum aggregate service credit of twenty five percent (25%) of the monthly User Fees for that month. Service credits shall be applied against future Fees on the next invoice, shall not be refundable in cash, shall not accrue or roll over between months, and shall constitute the Customer’s sole and exclusive remedy for any failure to meet the Downtime Limit. If Downtime exceeds twelve (12) hours in any calendar month in two consecutive months, the Customer may terminate this Agreement upon seven (7) days’ prior written notice, provided that such notice is given within thirty (30) days following the end of the second affected month.
2.8 By submitting Customer Data to the Service, Customer shall be solely responsible for the accuracy, quality, integrity, legality and reliability of Customer Data and of the means by which it acquired Customer Data. Customer warrants that it has all necessary rights and lawful bases to submit Customer Data to the Service and to permit its processing by the Supplier.
2.9 While Supplier shall implement reasonable technical and organisational measures to protect the integrity and security of the Service, Supplier does not warrant that the Service will be free from unauthorised access or security incidents. Subject to the limitations set out in this Agreement, Supplier shall not be liable for unauthorised access to or alteration of Customer Data except to the extent resulting from its failure to implement reasonable security measures.
2.10 Supplier will at all times reasonably attempt to achieve the highest possible availability and shortest possible access time of the Service, but no warranties of any kind, regarding any specific availability or time of access are granted. The Service is hosted by Supplier, or a subcontractor of its choice. All data stored as part of the Service may be backed up on a regular basis. If Customers with a paid service plan experience loss of data, Supplier may use reasonable efforts to attempt to restore data from the most recent working backup; provided, however, Supplier gives no warranties with respect to recovering or restoring any lost Customer data. The User or Customer is always encouraged to make its own backups of all data stored on the Service.
2.11 Supplier is committed to constant improvement. As a result, Customer can expect that Services will change from time to time. In addition, Supplier may cancel portions of Services for any reason, including when customers indicate the need for a change, when the technology advances, or when it is no longer feasible or prudent to continue to offer them. In addition, Customer accepts that all functionality is delivered “as-is” and meets their needs and requirements.
3. GRANT OF USE RIGHTS AND RESTRICTIONS
3.1 Subject to the terms of this Agreement, Supplier grants the Customer a limited, non-exclusive, non-transferable right during the Term to access and use the Service for its internal business purposes through its authorised Users in accordance with this Agreement. For the avoidance of doubt, authorised Users may include the Customer’s employees, officers, contractors, agents and, where applicable, the Customer’s own clients or end users, provided that the Customer remains responsible for their compliance with this Agreement.
3.2 Customer will not be granted access to either the source or object code of the Service. Supplier retains ownership of and all other rights in the Service. Other than as expressly set forth herein, nothing in this Agreement grants Customer any right, title, license or interest in or relating to the Service and Supplier’s Confidential Information and Supplier reserves all rights, title and interest in and to the Service and its Confidential Information, including all related IPRs.
3.3 Customer agrees to maintain the copyright, trademark, and other notices that appear on the Service on all associated media. Except as otherwise provided in this Agreement, neither Party grants the other Party any rights to use its trademarks, service marks, or other proprietary symbols or designations without the written consent of the other Party.
3.4 Customer retains ownership of any IPRs in its Confidential Information (that does not consist of Updates) and in the Customer Data.
3.5 Supplier retains ownership of all IPRs in any Updates made by (whether or not authorised) or on behalf of Customer during the Term. All rights and title to any such IPRs are hereby transferred to Supplier, and Customer shall, at Supplier’s cost, execute and deliver to Supplier any documentation required to effect such transfer.
3.6 Save to the extent expressly permitted by applicable law, the Customer shall not, and shall not permit any third party to:
- a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, database structures, underlying ideas or algorithms of the Service;
- b) transfer, sell, lease, lend, sublicense, distribute or otherwise commercially exploit the Service, or provide access to the Service as a service bureau or outsourcing offering;
- c) use the Service in violation of applicable export control laws or regulations;
- d) copy, frame or mirror any part of the Service other than for the Customer’s own legitimate business purposes; or
- e) access the Service for the purpose of building a competing product or service.
4. FEES AND PAYMENT TERMS
4.1. Upon commencement of the Term, the Customer shall pay the subscription fees and any applicable deployment, configuration or training charges as set out on the Supplier’s website or otherwise agreed in writing. The Customer shall pay the Monthly Fees based on the number of Users and usage of add-ons or metered items for each month of use of the Service. Monthly Fees shall be due and payable on the same calendar day each month.
The Customer is responsible for maintaining accurate billing and contact information. Except as expressly provided in this Agreement, all Fees are non-refundable.
Any amount not paid within seven (7) days of its due date shall accrue interest at the rate of one percent (1%) per month, calculated daily, from the due date until payment is received in cleared funds.
All payments shall be made without set-off or deduction and free of any bank charges.
4.2. If any Fees owed by Customer are fifteen (15) days overdue, Supplier may, without limiting its other rights and remedies, suspend Customer’s access to the Service until such amounts are paid in full, save where the applicable Fees are subject to a reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.
4.3 All Fees payable under this Agreement are payable in the currency displayed on the Supplier website or otherwise agreed in writing, exclusive of tax. Customer shall pay any taxes, and duties imposed by governmental agencies of whatever kind with respect to the Services excluding taxes based on the Supplier’s income. Such taxes shall be payable in accordance with the applicable invoice. In order to assist Supplier in obtaining tax credits or deductions, Customer shall provide to Supplier original or certified copies of all tax payments or other evidence of payment of taxes by Customer with respect to transactions or payments under this Agreement.
4.4 The Supplier may increase the Monthly Fees once in any twelve (12) month period by the greater of seven percent (7%) or the percentage increase in the UK Retail Prices Index as published by the Office for National Statistics over the preceding twelve (12) month period. Any such increase shall take effect from the next billing cycle following publication on the Supplier’s website.
4.5 For any work not included within the Service, Customer and Supplier shall enter into a separate Professional Services Agreement setting forth the terms and conditions, including fees and due dates for such work.
4.6 All accounts are subject to usage quotas and fair use limits. Unless otherwise agreed in writing:
- a) each paid User subscription includes a storage quota of 250 megabytes (MB) for uploaded or system-generated files;
- b) each paid User subscription includes up to fifty (50) Client Connect user accounts (being login accounts for the Customer’s own clients or end users);
- c) individual file uploads are limited to a maximum size of 4 megabytes (MB) per file.
- i) restrict further uploads or access until usage is reduced;
- ii) require the Customer to purchase additional capacity; or
- iii) charge additional fees in accordance with the Supplier’s then-current pricing.
5. TERM AND TERMINATION.
5.1. The Term shall commence on the Effective Date and shall continue on a rolling monthly basis unless terminated in accordance with this Section. Either Party may terminate this Agreement by providing written notice to the other Party, such termination to take effect on the last day of the calendar month following the month in which notice is given. Where the Customer terminates, no Fees previously paid shall be refundable.
5.2 Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and fails to remedy such breach within fifteen (15) days of receiving written notice specifying the breach. Either Party may also terminate immediately upon written notice if the other Party becomes insolvent, enters into liquidation, administration or bankruptcy, or is subject to any analogous proceedings.
Upon termination under this clause, the terminating Party may pursue remedies subject to the limitations set out in this Agreement.
5.3 The Supplier may terminate this Agreement with immediate effect if any undisputed sum due remains unpaid for thirty (30) days after its due date.
5.4 Upon termination of this Agreement for any reason, the Customer shall cease all use of the Service. The Supplier shall retain Customer Data for the period specified in Section 12 for the purpose of enabling account reactivation or data export. Following that period, the Supplier may delete Customer Data and shall have no further obligation to maintain or provide such data, except where required by law
5.5 Upon termination, the Customer may request a full export of Customer Data by written request from an authorised representative. The Supplier shall provide such export in Microsoft Excel format and other appropriate formats within thirty (30) days of termination.
5.6 Any additional data exports requested after the initial export shall be provided subject to the Supplier’s standard support pricing in effect at the time of the request.
5.7 Where the Customer has received onboarding services, they are subject to a minimum twelve (12) month commitment. Early termination by the Customer within that period shall require payment of the remaining Fees that would have been payable during the remainder of that twelve (12) month period.
5.8 Where the Customer has entered into a custom development arrangement or agreed custom pricing, such arrangements shall be subject to a minimum six (6) month notice period for any termination, reduction or downgrade.
6. INFRINGEMENT.
6.1 The Supplier warrants that it has the right to provide the Service in accordance with this Agreement. Except as expressly stated in this Agreement, no warranty is given that the Service will not infringe the intellectual property rights of any third party.
6.2 If a third party alleges that the Service infringes its intellectual property rights, the Supplier may, at its option:
- a) procure the right for the Customer to continue using the Service;
- b) replace or modify the Service so that it becomes non-infringing without materially reducing its functionality; or
- c) terminate the affected portion of the Service.
6.3 The Supplier shall have no liability under this Section where the claim arises from:
- a) the Customer’s combination of the Service with non-Supplier software, services, products or data, where the claim would not have arisen but for such combination;
- b) the Customer’s continued use of the Service after being notified of modifications that would have avoided the alleged infringement;
- c) the Customer’s use of the Service in breach of this Agreement;
- d) modifications made to the Service in compliance with the Customer’s specifications; or
- e) the Customer’s failure to use the most current version of the Service where the claim would have been avoided by such use.
6.5 The Customer shall indemnify and hold harmless the Supplier against any third party claim, demand, suit or proceeding arising from:
- a) the Customer’s breach of its obligations as Data Controller under Data Protection Legislation; or
- b) the Customer Data or the Customer’s use of the Service in breach of this Agreement infringing or misappropriating the intellectual property rights of a third party.
- i) promptly notifying the Customer of the claim;
- ii) granting the Customer sole control of the defence and settlement of the claim; and
- iii) providing reasonable assistance at the Customer’s expense.
7. LIMITED WARRANTIES AND DISCLAIMERS.
7.1 The Supplier warrants that the Service will perform in all material respects in accordance with this Agreement during the Term. Except as expressly stated in this Agreement and to the fullest extent permitted by law, the Service is provided on an “as is” basis without any additional warranties.
7.2 Except as expressly provided in this Agreement, all warranties, representations and conditions, whether express or implied by statute, common law or otherwise, including any implied warranties of satisfactory quality or fitness for a particular purpose, are excluded to the fullest extent permitted by law.
7.3 The remedies expressly set out in this Agreement constitute the Customer’s sole and exclusive remedies for any breach of warranty or performance obligation.
7.4 The Customer warrants that it will comply with Data Protection Legislation in collecting, compiling, storing, accessing and using Customer Data in connection with this Agreement and the Service.
8. LIMITATION OF LIABILITY.
8.1 Nothing in this Agreement excludes or limits either Party’s liability for:
- a) fraud or fraudulent misrepresentation;
- b) death or personal injury caused by negligence; or
- c) any liability which cannot lawfully be excluded or limited.
8.3 Subject to clauses 8.1 and 8.2, the Supplier’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by the Customer to the Supplier in the three (3) months preceding the event giving rise to the claim.
8.4 The Customer shall notify the Supplier of any claim arising under or in connection with this Agreement within three (3) months of the date on which the Customer became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. Failure to do so shall result in the claim being time-barred.
8.5 Supplier shall have no liability to Customer, and Customer shall have no right or remedy against Supplier, for any delay by Supplier in performing or complying with, or any failure by Supplier to perform or comply with any obligation under or term of this Agreement to the extent such delay or failure is caused by the Customer or any of its employees, agents or contractors.
8.6 The exclusions and limitations or liability under this clause 8 shall have effect in relation both to any liability expressly provided for or contemplated under this Agreement and to any liability arising or incurred by reason of the invalidity or unenforceability, in whole or in part, or any term of this Agreement.
8.7 Subject to clause 8.1, this Agreement sets forth the full extent of Supplier’s obligations and liabilities arising out of or in connection with this Agreement or any collateral contract, and there are no conditions, warranties, representations or terms, express or implied, that are binding on Supplier except as specifically stated or contemplated in this Agreement. Subject to clause 8.1, any condition, warranty, representation or term concerning the performance of the Services which might otherwise be implied into or incorporated in this Agreement or any collateral contract, whether by statute, common law or otherwise, is expressly excluded.
9. CONFIDENTIALITY.
9.1 The Recipient shall keep the Discloser’s Confidential Information confidential and shall not disclose it except to its employees, officers, contractors or advisers who have a need to know such information for the purposes of this Agreement and who are subject to confidentiality obligations no less protective than those set out herein. The Recipient shall take reasonable measures to protect Confidential Information against unauthorised access, loss, theft or damage.
9.2 The Recipient shall use the Discloser’s Confidential Information solely for the purposes of this Agreement and shall not use such information for its own benefit or for the benefit of any third party except as expressly permitted by this Agreement.
9.3 If the Recipient is required by law or by order of a court or competent authority to disclose Confidential Information, it shall, where legally permitted, give the Discloser prior written notice and cooperate in any reasonable efforts to seek confidential treatment. The Recipient shall disclose only that portion of the Confidential Information which it is legally required to disclose.
9.4 Each Party acknowledges that a breach of this Section may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, the Discloser shall be entitled to seek injunctive or other equitable relief in respect of any such breach, without prejudice to any other remedies available at law.
Subject to Section 8 (Limitation of Liability), the Recipient shall be liable for direct losses suffered by the Discloser as a result of a breach of this Section.
10. DATA PROTECTION.
10.1 For the purposes of Data Protection Legislation, the Customer is the Data Controller and the Supplier is the Data Processor in respect of Personal Data processed through the Service.
10.2 The Supplier shall process Personal Data only on documented instructions from the Customer and solely for the purpose of providing the Service in accordance with this Agreement.
10.3 The Supplier shall implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, taking into account the nature of the Personal Data and the risks involved.
10.4 The Supplier shall ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations.
10.5 The Supplier shall notify the Customer without undue delay upon becoming aware of a personal data breach affecting Personal Data processed on behalf of the Customer.
10.6 The Supplier may engage subprocessors in connection with the provision of the Service. The Supplier shall ensure that any such subprocessor is subject to data protection obligations no less protective than those set out in this Agreement. The Supplier shall remain responsible for the acts and omissions of its subprocessors in relation to such processing. An up-to-date list of the Supplier’s subprocessors is available here. The Supplier may update such list from time to time.
10.7 The Supplier shall, taking into account the nature of the processing and the information available to it, provide reasonable assistance to the Customer in responding to requests from Data Subjects and in meeting the Customer’s obligations under Data Protection Legislation.
10.8 Upon termination of the Agreement, the Supplier shall delete or return Personal Data in accordance with the data retention provisions of this Agreement, unless required by law to retain such data.
10.9 The Customer warrants that it has all necessary rights, consents and lawful bases to submit Personal Data to the Service and to permit its processing by the Supplier in accordance with this Agreement.
11. CLIENT DATA.
11.1 Uploading Customer Data to Service. If the Customer uploads Customer Data to the Service, such Customer Data and any processing of such Customer Data must be in compliance with these Terms and Conditions and applicable law. All rights, title and interest in and to the Customer Data belong to the Customer or third persons (including Users, persons and organisations) whether posted and/or uploaded by the Customer or made available on or through the Service by Supplier. By uploading Customer Data to the Service, Customer authorises Supplier to process the Customer Data. The Customer is responsible for ensuring that:
a) the Customer and any of the Users associated with the account do not create, transmit, display or make otherwise available any Customer Data that violates the terms of these Terms and Conditions, the rights of Supplier, other Customers or Users, persons or Organisations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
b) the Customer and all of the Users associated with the account have the necessary rights to use the Customer Data, including to insert it into the Service and process it by means of the account. The Customer warrants that such processing complies with Data Protection Legislation.
11.2 Unlawful Customer Data. Supplier is not obliged to pre-screen, monitor or filter any Customer Data or the Customer’s processing of such Customer Data in order to identify unlawful content. However, if Supplier becomes aware, or has reasonable grounds to believe, that any Customer Data or its processing may be unlawful or in breach of this Agreement, Supplier may, acting reasonably:
- a) notify the Customer of the relevant Customer Data;
- b) refuse to accept or publish such Customer Data within the Service;
- c) require the Customer to bring such Customer Data into compliance with this Agreement and applicable law within a specified time period;
- d) temporarily restrict access to, remove, or delete such Customer Data from the Service.
Supplier may also remove or restrict access to Customer Data where required to comply with applicable law or a valid order of a competent authority.
Supplier shall assist the Customer, as Data Controller, in meeting its obligations under Data Protection Legislation in accordance with Section 10 of this Agreement.
11.3 Compelled Disclosure. Supplier may disclose Customer Confidential Information or Customer Data to the extent required by applicable law, regulation, or the order of a court or other competent authority.
Where legally permitted, Supplier shall use reasonable efforts to provide the Customer with prior notice of such required disclosure to allow the Customer the opportunity to seek a protective order or other appropriate remedy.
If Supplier is required by law to disclose Customer Confidential Information or Customer Data as part of a civil or regulatory proceeding to which Supplier is a party, and the Customer does not seek to contest such disclosure, the Customer shall reimburse Supplier for its reasonable costs of compiling, reviewing and providing secure access to such information.
12. DATA PROCESSING CONTRACT.
12.1 Status of the Parties. For the purposes of Data Protection Legislation, including Article 28 of the UK GDPR and, where applicable, the EU GDPR, these Terms and Conditions constitute the data processing contract between the Customer as Data Controller and the Supplier as Data Processor.
The Customer instructs the Supplier to process Personal Data solely for the purpose of providing the Service in accordance with this Agreement.
12.2 Subject Matter, Nature and Duration of Processing
The Supplier provides the Service through which the Customer, as Data Controller, may collect, store, organise and otherwise process Personal Data relating to data subjects determined by the Customer.
The nature and purpose of processing is the provision of case management and related services through the Service.
The Supplier shall process Personal Data for the duration of the Term and any agreed data retention period following termination.
Upon termination of the Service, the Supplier shall retain Customer Data for a period of six (6) months solely for the purpose of enabling the Customer to reopen its account or export Customer Data, unless instructed otherwise by the Customer. Thereafter, the Supplier shall delete or return Personal Data in accordance with Section 10 of this Agreement, unless required by applicable law to retain it.
12.3 Processor Obligations.
The Supplier shall:
- a) ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;
- b) implement appropriate technical and organisational measures in accordance with Data Protection Legislation;
- c) provide reasonable assistance to the Customer in meeting its obligations under Data Protection Legislation, taking into account the nature of the processing and the information available to the Supplier;
- d) make available to the Customer information reasonably necessary to demonstrate compliance with its obligations under this Section.
13. PUBLICITY.
Neither Party shall issue any press release or make any public announcement relating to this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
Notwithstanding the foregoing, the Supplier may use the Customer’s name and logo solely for the purpose of identifying the Customer as a user of the Service in the Supplier’s marketing materials, website and customer lists, provided that such use:
- a) is in accordance with any brand guidelines made available by the Customer;
- b) does not imply endorsement, partnership or sponsorship beyond the existence of a customer relationship; and
- c) may be withdrawn by the Customer upon written notice.
14.1 Any notice given under this Agreement shall be in writing and in English and shall be delivered by hand, sent by pre-paid first class post (or equivalent next working day delivery service), or sent by email to the relevant contact address notified by the receiving Party.
14.2 A notice shall be deemed received:
- a) if delivered by hand, at the time of delivery;
- b) if sent by pre-paid post, at 9.00 am on the second Business Day after posting;
- c) if sent by email, at the time of transmission, provided no delivery failure notification is received, or otherwise at 9.00 am on the next Business Day.
15. SURVIVAL OF TERMS.
Any provisions of this Agreement which by their nature are intended to survive termination or expiry, including without limitation provisions relating to confidentiality, intellectual property, data protection, limitation of liability, payment obligations, and governing law, shall survive termination or expiry of this Agreement.
16. VERIFICATION OF COMPLIANCE.
Upon reasonable written request by the Supplier, and no more than once in any twelve (12) month period, the Customer shall provide written confirmation that its use of the Service complies with this Agreement, including the number of authorised Users. The Supplier shall not be entitled to conduct on-site audits of the Customer.
17. FORCE MAJEURE
The Supplier shall not be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including without limitation strike, riot, fire, flood, natural disaster, cyber incident, internet service disruption, governmental action or failure of third party service providers.
The Supplier shall use reasonable efforts to mitigate the effect of such event and resume performance as soon as reasonably practicable.
If such event continues for a continuous period of ninety (90) days, either Party may terminate this Agreement upon written notice.
18. GOVERNING LAW, AND JURISDICTION.
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the law of Scotland. The Parties submit to the exclusive jurisdiction of the Scottish courts.
19. MISCELLANEOUS
19.1 The Customer shall not assign, transfer or otherwise deal with any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the Supplier. The Supplier may assign this Agreement to any successor in connection with a merger, acquisition, corporate reorganisation or sale of substantially all of its assets upon written notice to the Customer.
19.2 The Parties are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, agency or employment relationship between the Parties. Neither Party has authority to bind the other.
19.3 No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy unless expressly agreed in writing.
19.4 This Agreement constitutes the entire agreement of the parties hereto relating to the matters covered by this Agreement, and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.
19.5 The Supplier may amend or update these Terms and Conditions from time to time. Any such amendments shall take effect upon publication on the Supplier’s website. The Customer is responsible for reviewing the current version of the Terms and Conditions. Continued use of the Service after publication of any updated Terms constitutes acceptance of those updated Terms. No amendment shall apply retroactively.
19.6 If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be deemed severed and the remainder of this Agreement shall remain in full force and effect.
19.7 A person who is not a Party to this Agreement shall have no right to enforce any of its terms.