PLATFORM TERMS AND CONDITIONS
These Platform Terms and Conditions (v1.0) were published on 9 December 2024.
A reference to ‘SuLe, ‘we’, ‘us’, or ‘our’ within these Platform Terms and Conditions and associated documents referred herein means Sule Hub Limited, a company incorporated in England and Wales under company registration number 14829079. Our registered office is at Capital Office, 124-128 City Road, London, United Kingdom, EC1V 2NX.
IMPORTANT DISCLAIMERS:
(A) WE DO NOT MAKE ANY PROMISES OR GIVE ANY WARRANTIES ABOUT OUR SERVICES. IN PARTICULAR, WE DO NOT WARRANT THAT:(i) THE SERVICES OR THE CONTENT (INCLUDING USER GENERATED CONTENT) IS VIRUSFREE, AND WE ACCEPT NO RESPONSIBILITY FOR ANY INFECTION BY VIRUS OR OTHER CONTAMINATION OR BY ANYTHING WHICH HAS DESTRUCTIVE PROPERTIES; (ii) ANY OF THE CONTENT OR THE SERVICES ARE ACCURATE AND/OR COMPLETE AND/OR FIT FOR APARTICULAR PURPOSE; (iii) ANY OF THE CONTENT OR THE SERVICES PROVIDE YOU WITHLEGAL, FINANCIAL OR PROFESSIONAL ADVICE OF ANY KIND; (iv) ALTHOUGH WE WILL DO OUR BEST TO PROVIDECONSTANT, UNINTERRUPTED ACCESS TO THE SERVICES, WE DO NOT GUARANTEE THIS. WE ACCEPT NO RESPONSIBILITY OR LIABILITY FOR ANY INTERRUPTION OR DELAY TO THE SERVICES; AND (V) THE PLATFORM WILL BE AVAILABLE AND ACCESSIBLE AT ALL TIMES.
(B) FEES FOR THE SUBSCRIPTIONSERVICES ARE PAYABLE EITHER MONTHLY OR ANNUALLY IN ADVANCE AND ARE NON-REFUNDABLE FOR THE SUBSCRIBED SERVICE PERIOD. BY AGREEING TO THESE TERMS, YOU AGREE TO PAYTHE FEES (INCLUDING IN THE EVENT THAT YOU SUBSEQUENTLY DO NOT USE THE SUBSCRIBED SERVICES).
(C) WE MAKE NO PROMISES THAT OUR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE WITHIN YOUR TECHNICAL ENVIRONMENT. THOSE WHO PROCURE OUR SERVICES DO SO ON THEIR OWN INITIATIVE AND AT THEIR OWN RISK. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE AVAILABLE FOR THE DURATION OF THE AGREEMENT FOR ANY REASON, INCLUDING IN THE EVENT THAT ANY REGULATORY AUTHORITY OR CHANGE IN APPLICABLE LAW RESTRICT US FROM PROVIDING THE SERVICES.
1 DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation set shall apply to this Agreement:
Authorised Users: means, in respect of the relevant Services, the named users authorised by the Customer to use those Services in accordance with the terms of this Agreement;
Business Day: means a day other than a Saturday, Sunday or bank or public holiday in England;
Customer: means the entity that has registered for the Platform and any authorised representative of such entity;
Customer Data: means any and all information (including personal data) that is provided to SuLe by the Customer in the provision of the Services;
Intellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing.
Materials: means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of SuLe in connection with the Services, but excluding all Customer Data;
Non-SuLe Materials: means all third-party materials, including any code, open-source code, applications, models, third-party Intellectual Property Rights, and any software, plugin, or infrastructure information technology required to provide the Services or the Platform;
Permitted Purpose: means use solely for the Customer’s internal business operations and, in respect of each Services, also for the internal business of operations of the Authorised Affiliates identified in respect of that Subscribed Service on the Order Form, in each case in accordance with the applicable documentation and this Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Subscribed Service or Documentation;
(b) permitting any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates for the Permitted Purpose));
(c) combining, merging or otherwise permitting any Subscribed Service (or any part of it or any Application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
(d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Services (or any part),
except as expressly permitted under this Agreement.
Platform: means the SuLe online platform that the Customer is entitled to use subject to the terms of this Agreement and made available at https://hub.sule.io/;
Professional Services the provision by SuLe of legal advice and assistance to the Customer subject to separate Terms of Engagement;
Professional Services Fees: means in respect of the Professional Services, the fees payable by the Customer to SuLe and as calculated on a case-by-case basis as agreed between SuLe and the Customer from time to time and subject to separate Terms of Engagement;
Services: means:
i) access to the Platform; and
ii) the Subscribed Services.
Subscribed Services: means the services, access, and functionality that is provided to the Customer for free or upon payment of the Subscription Fee and described as either:
i) free access;
ii) premium subscription; or
iii) premium + subscription,
each with varying rights and benefits as set out in clauses 2.5.1 - 2.5.3 below;
Subscribed Service Period: the term of the Subscribed Services as set out in clause 15;
Subscription: means the provision of the Subscribed Services by SuLe to Customer for the Subscription Period in consideration of payment of the Subscription Fee;
Subscription Fees: means in respect of the Subscribed Services, the fees payable by the Customer on a monthly or annual basis (as the case may be) as displayed on the Platform;
SuLe: means Sule Hub Limited, a company incorporated in England and Wales under company registration number 14829079 with registered office at Capital Office, 124-128 City Road, London, United Kingdom, EC1V 2NX.
SuLe Confidential Information: means all information (whether in oral, written or electronic form) relating to SuLe’s business which may reasonably be considered to be confidential in nature including information relating to SuLe’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Pricing Terms, the Description and any other technical or operational specifications or data relating to each Subscribed Service shall be part of SuLe Confidential Information;
Terms of Engagement: means (as further described in clause 1.5) the separate terms and conditions agreed between SuLe (or any SuLe affiliate) and the Customer that sets out the terms applicable to the provision of Professional Services by SuLe (or any SuLe affiliate).
VAT: means value added tax, any other tax imposed in substitution for it.
IN OUR AGREEMENT:
1.1.1 the table of contents, background section and the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;
1.1.2 SuLe and the Customer are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
1.1.3 words in the singular include the plural and vice versa;
1.1.4 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.1.5 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
1.1.6 a reference to any action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than Australia, be deemed to include a reference to that which most nearly approximates to the Australian equivalent in that jurisdiction
1.1.7 when a Customer creates an account or enters into a Subscription with SuLe the Customer accepts that such use will be subject to these Platform Terms and Conditions which shall bind the Customerat all times in respect of the Customer’s use of the Platform and (if applicable) the Subscribed Services, together with the respective documents set out in clause 1.1.8 below (the Agreement);
1.1.8 the event of any conflict in respect of the provisions of this Agreement and/or the documents referred to in it the following order of priority shall prevail (in descending order of priority):
(a) these Platform Terms and Conditions;
(b) the Platform Community Guidelines; and
(c) the Acceptable Use Policy;
1.1.9 subject to the order of priority between documents in clause 1.1.8 later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
1.2 In addition to the above documents referred to within clause 1.1.8, we draw your attention to the following policies that apply to your use of our Platform and our site:
1.2.1 our Privacy Policy and
1.2.2 our Cookie Policy.
1.3 Any obligation of SuLe under this Agreement to comply with Applicable Laws shall be such Applicable Laws as stated and in force on the date that these Platform Terms and Conditions were published (such date as set out at the head of these Platform Terms and Conditions).
1.4 This Agreement shall govern the use and access of the Platform by the Customer (and provision of the Platform by SuLe to the Customer) and associated Subscribed Services.
1.5 The Customer acknowledges that in the event that SuLe (or any SuLe affiliate) provides any professional Services, such Professional Services shall be governed by separate terms and conditions. The terms governing the Professional Services shall be defined as the “Terms of Engagement” and shall be as agreed between the Customer and SuLe (or any SuLe affiliate) from time to time.
2 RIGHTS OF USE
2.1 Subject to the terms of this Agreement, SuLe grants the Customer a non-exclusive, limited, non-transferable, personal right to:
2.1.1 use the Platform; and
2.1.2 subject to clause 9 (Intellectual Property Rights) copy and use the Materials as strictly necessary for its business use.
2.2 Whilst SuLe endeavour to provide instant access to the Services, the Customer acknowledges that access and delivery of any Services are not subject to any deadlines or Customer timelines unless expressly agreed otherwise by SuLe.
2.3 The Customer acknowledges that the Services do not include:
2.3.1 any services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services);
2.3.2 dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data); or
2.3.3 legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
2.4 The Customer acknowledges that SuLe shall be entitled to amend, add, or restrict any of the benefits provided within the Subscribed Services from time to time, and further acknowledges and agrees that publication by SuLe of the benefits provided within the Subscribed Services on the Platform shall be binding on the Customer (subject always to SuLe not unreasonably diminishing the benefits provided within the Subscribed Services unless required to do so to comply with applicable laws or regulations in force from time to time).
2.5 Subject to clause 2.4 and subject to any changes to the Subscribed Services by SuLe, the benefits granted to the Customer within the Subscribed Services shall depend on the type of Subscribed Services procured and shall be limited to the following description of benefits and usage limits:
2.5.1 Free access to the Platform:
(a) access to one basic template (non-disclosure agreement);
(b) storage of up to 4 (four) documents;
(c) execution/signing of one basic template (non-disclosure agreement);
(d) unlimited access to conduct legal health checks;
(e) one free 15-minute legal consultation as part of the Professional Services;
(f) basic access to the Platform knowledge hub; and
(g) unlimited access to search and quiz.
2.5.2 Premium subscription (paid monthly):
(a) access to all templates/documents available on the Platform;
(b) unlimited storage of documents on the Platform;
(c) execution/signing of up to four (4) templates/documents per month;
(d) creation of up to four (4) unique templates/documents per month; and
(e) unlimited access to conduct legal health checks;
(f) premium access to the Platform knowledge hub;
(g) unlimited access to search and quiz; and
(h) £150 off the Professional Services Fees (subject to a £500 minimum spend) per month.
2.5.3 Premium+ subscription (paid annually):
(a) access to all templates/documents available on the Platform;
(b) unlimited storage of documents on the Platform;
(c) unlimited execution/signing of templates/documents;
(d) unlimited creation of templates/documents; and
(e) unlimited access to conduct legal health checks;
(f) premium access to the Platform knowledge hub;
(g) unlimited access to search and quiz; and
(h) 15% off the Professional Services Fees for the term of the Subscribed Service Period (subject to a £250 minimum spend).
2.6 In the event that the Customer exceeds any of the limitations of use set out within clauses 2.5.1 to 2.5.3 SuLe may, acting in its absolute discretion, require the Customer to upgrade to the most appropriate level of Subscribed Services, in the event the Customer refuses to do so, SuLe shall be entitled to suspend access to the Platform and/or terminate this Agreement without notice with immediate effect.
2.7 SuLe reserves the right to charge additional fees (including but not limited to Subscription Services Fees) for usage beyond the subscription limits set out within clauses 2.5.1 to 2.5.3 (as updated from time to time).
2.8 Use by the Customer of the legal templates and documents on the Platform shall be subject always to acknowledgement and agreement by the Customer that the legal templates and documents are provided subject to the following terms and usage limits:
2.8.1 legal templates and documents are provided in a standard form for general use and are intended to serve as starting points for Customers to create legal documents tailored to their specific needs;
2.8.2 Customers are solely responsible for reviewing, modifying, and ensuring that the legal templates and documents meet their specific legal and business needs;
2.8.3 Customers acknowledge that the legal templates and documents are provided "as is" and without warranty or any representations of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, nor are they held out to be comprehensive, correct, accurate, or customised for specific legal, business, or regulatory requirement;
2.8.4 Customers should seek independent legal advice to ensure that the legal templates or documents it intends to use are suitable for their intended purpose and comply with applicable laws;
2.8.5 Customers shall not use the legal templates or documents for illegal or fraudulent purposes, nor shall the Customer sell or resell, sublicense, distribute, or permit such to be done or otherwise provide the legal templates or documents to any third party; and
2.8.6 SuLe expressly disclaims all responsibility and liability for any consequences arising from the use or misuse of the legal templates and documents without obtaining independent legal advice.
3 AUTHORISED USE AND USERS
3.1 The Services are intended solely for use by businesses that are legal entities registered in England and Wales and not for private use.
3.2 The Customer shall only use and access the Services in accordance with clause 3.1 above and in accordance with the rights of use and limitations set out within clause 2 (Rights of Use), for the purposes of receiving information and assistance in conjunction with non-reserved and non-regulated legal issues (Permitted Purpose) and shall not use, exploit, or otherwise deal with access or use of the Services for its own commercial gain other than as contemplated by the benefits gained that are inherent in the Services provided.
3.3 The Customer shall ensure that only Authorised Users use the Services and that such use is at all times in accordance with this Agreement. The Customer shall ensure that Authorised Users are, at all times while they have access to the Services, the employees or contractors of the Customer or the Authorised Affiliates.
3.4 The Customer shall:
3.4.1 be liable for the acts and omissions of the Authorised Users;
3.4.2 only provide Authorised Users with access to the Services via the online login page provided by SuLe and shall not provide access to (or permit access by) anyone other than an Authorised User; and
3.4.3 procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement, including all obligations and restrictions relating to SuLe Confidential Information and SuLe Intellectual Property Rights in the Materials.
3.5 The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer’s organisation as necessary for use of the Services) their password or access details for any of the Services.
3.6 The Customer shall (and shall ensure all Authorised Users shall) at all times comply with the provisions of this Agreement.
3.7 If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify SuLe immediately.
3.8 Clauses 3.4 to 3.8 (inclusive) shall survive termination or expiry of this Agreement.
4 INDEMNITY
4.1 The Customer shall indemnify, keep indemnified and hold harmless SuLe from and against any losses, claims, damages, liability, unpaid fees, and costs (including legal and other professional fees) and expenses incurred by it (or any of its affiliates) as a result of the Customer’s breach of this Agreement.
5 CHANGES TO SERVICES AND TERMS
5.1 SuLe may, acting in its absolute discretion, update any of the documents referred to in clause 1.1.8, clause 1.2, or other documents referred to in any part of this Agreement (including the legal templates and documents) from time to time.
5.2 In the event that any update is made to the terms of this Agreement that will have a material impact on the rights or obligations of the Customer, the terms of this Agreement shall only be effective by SuLe notifying the Customer by email (Update Notification).
5.3 The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of this Agreement from the date 5 Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as SuLe may specify).
5.4 The Customer acknowledges that SuLe shall be entitled to modify the features and functionality of the Services. SuLe may, without limitation to the generality of this clause 5.4, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Services, remove or restrict application programming interfaces or make alterations to data retention periods, amend any of the Platform functionality, design, and features, and add, remove, or edit any of the Materials available on the Platform from time to time.
6 FEES
6.1 The Subscription Fees expressly agreed between the parties in writing shall be paid by the Customer at the rates and in the manner described in the pricing schedule applicable to each of the Subscription Services as stated on the Platform.
6.2 The Customer shall pay the Subscription Fees to SuLe in advance on a monthly or annual basis (and re-occurring monthly/annually on the same day that the Customer made the initial payment).
6.3 Subject to clauses 1.4 and 1.5, the Professional Services Fees shall be expressly agreed on the Platform in advance of SuLe (or any SuLe’s affiliate or subcontractor) providing such Professional Services to the Customer.
6.4 The Subscription Fees are exclusive of VAT.
6.5 The Customer acknowledges that the Subscription Fees are non-refundable.
6.6 In the event that the Customer fails to pay any Fees due under this Agreement, SuLe shall have the right to suspend the Services and terminate this Agreement immediately, and:
6.6.1 SuLe shall have the right to charge interest on overdue invoices at the rate of 4% per annum above the base rate of the Bank of England from time to time, calculated from the date when payment becomes due for payment up to and including the date of actual payment whether before or after judgment.
6.7 SuLe shall be entitled to increase the Fees for any and all Services at any time by notice to the Customer provided that SuLe shall not be entitled to increase the Fees on less than six weeks prior notice or more than once every 12 months.
7 WARRANTIES
7.1 Subject to the remainder of this clause 7, SuLe warrants that:
7.1.1 the Subscribed Services shall operate materially in accordance with their description when used in accordance with this Agreement under normal use and normal circumstances during the relevant Subscribed Service Period; and
7.1.2 it shall provide each of the Services with reasonable care and skill.
7.2 The Customer acknowledges that clause 7.1 does not apply to the free access and use available to Customers of the Platform and that free access and use of the Platform are provided ‘as is’ and excluding any warranty (to the maximum extent permitted by law).
7.3 The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that SuLe shall have no liability for any such delays, interruptions, errors or other problems.
7.4 If there is a breach of any warranty in clause 7.1 SuLe shall, at its option:
7.4.1 use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not it has first attempted to repair or replace the impacted Service);
7.4.2 refund the relevant fees for the impacted Services which were otherwise payable for the period during which SuLe was in breach of any such warranty (provided such period is at least 10 consecutive days); and
7.4.3 to the maximum extent permitted by law, this clause 7.4.3 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 7.1.
7.5 The warranties in clause 7.1 are subject to the limitations set out in clause 16 and shall not apply to the extent that any error in the Services arises as a result of:
7.5.1 incorrect operation or use of the Services by the Customer, any Authorised User;
7.5.2 use of any of the Services other than for the purposes for which it is intended or as set out within this Agreement;
7.5.3 use of any Services with other software or services or on equipment with which it is incompatible;
7.5.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
7.5.5 any modification of Services (other than that undertaken by SuLe or at its direction); or
7.5.6 any breach of this Agreement by the Customer (or by any Authorised User).
7.6 The Customer acknowledges that no liability or obligation is accepted by SuLe (howsoever arising whether under contract, tort, in negligence or otherwise):
7.6.1 that the Services shall meet the Customer’s individual needs, whether or not such needs have been communicated to SuLe;
7.6.2 that the operation of the Services shall not be subject to minor errors or defects; or
7.6.3 that the Services shall be compatible with any other software or service or with any hardware or equipment.
7.7 Other than as set out in this clause 7, and subject to clause 16.7, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the extent permitted by law.
8 CUSTOMERS RESPONSIBILITIES
8.1 The Customer shall (and shall ensure all Authorised Users shall) at all times:
8.1.1 comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications;
8.1.2 maintain the confidentiality and security of their login credentials and ensure that Authorised Users do the same;
8.1.3 be responsible for all activities that occur under their account, including any unauthorised use of the Services;
8.1.4 not use the Services to infringe upon the Intellectual Property Rights of any third party;
8.1.5 not use the Services for any illegal or fraudulent purpose or in a manner that could damage, disable, overburden, or impair the Services;
8.1.6 not modify, adapt, translate, or reverse engineer the Services or any part thereof;
8.1.7 not sell, resell, sublicense, distribute, or lease the Services or any part thereof;
8.1.8 promptly notify SuLe of any security breaches or unauthorised access to the Services; and
8.1.9 be responsible for backing up their data and ensuring that they have the ability to recover their data in the event of a loss or corruption.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights in and to the Services and Materials belong to and shall remain vested in SuLe or the relevant third party owner. To the extent that the Customer, any of its affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Materials or any other part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to SuLe or such third party as SuLe may elect. The Customer shall execute all such documents and do such things as SuLe may consider necessary to give effect to this clause 9.1.
9.2 The Customer and Authorised Users may be able to store or transmit Customer Data using various elements of the Services and the Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for SuLe (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data to the extent necessary to perform or provide the Services and the Platform, or to exercise or perform SuLe’s rights, remedies and obligations under this Agreement.
9.3 To the extent Non-SuLe Materials are made available to, or used by or on behalf of the Customer, or any Authorised User in connection with the use or provision of the Services, such use of Non-SuLe Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by SuLe or the third party and not by this Agreement. SuLe grants no Intellectual Property Rights or other rights in connection with any Non-SuLe Materials.
9.4 Except for the rights expressly granted in our agreement, the Customer and any Authorised User shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the services or the platform (or any part of each) and no Intellectual Property Rights of either party are transferred or licensed as a result of our agreement.
9.5 This clause 9 shall survive the termination or expiry of this Agreement.
10 CUSTOMER SYSTEMS AND CUSTOMER DATA
10.1 Customer Data shall at all times remain the property of the Customer or its licensors.
10.2 SuLe shall, at all times, only process personal data received by a Customer strictly in accordance with its Privacy Policy (as updated or amended from time to time).
10.3 SuLe routinely undertakes regular backups of the Services (which may include Customer Data) for it own business continuity purposes. The Customer acknowledges that such steps do not in any way make SuLe responsible for ensuring the Customer Data (including personal data) does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, SuLe shall not be liable for any claims or loss of any kind (including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data (including personal data).
11 CONFIDENTIALITY AND SECURITY OF CUSTOMER DATA
11.1 SuLe shall maintain the confidentiality of all Customer Data, and shall not, without the prior written consent of the Customer or in accordance with this Agreement, disclose the Customer Data other than as necessary for the performance of the Services or its express rights and obligations under this Agreement.
11.2 The provisions of this clause 11 shall not apply to any Customer Data which:
11.2.1 is or comes into the public domain through no fault of SuLe, its officers, employees, agents or contractors;
11.2.2 is lawfully received by SuLe from a third party free of any obligation of confidence at the time of its disclosure;
11.2.3 is independently developed by SuLe (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Customer Data; or
11.2.4 is required by law, by court or governmental or regulatory order to be disclosed, provided that clauses 11.2.1 to 11.2.3 (inclusive) shall not apply to personal data.
11.3 The Customer acknowledges that in the event of termination or expiry of this Agreement, or in the event the Customer deletes their account on the Platform, Customer Data shall be stored on the Platform for a period of 30 days before it is irretrievably deleted.
11.4 This clause 11 shall survive the termination or expiry of this Agreement for a period of ten years.
12 SULE CONFIDENTIAL INFORMATION
12.1 The Customer shall maintain the confidentiality of SuLe Confidential Information and shall not without the prior written consent of SuLe, disclose, copy or modify SuLe Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under this Agreement.
12.2 The Customer undertakes to:
12.2.1 disclose SuLe Confidential Information only to those of its Authorised Users, or officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement;
12.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause 12; and
12.2.3 be responsible for the acts and omissions of those third parties referred to in this clause 12.2 as if they were the Customer’s own acts or omissions.
12.3 The Customer shall give notice to SuLe of any unauthorised use, disclosure, theft or loss of SuLe Confidential Information immediately upon becoming aware of the same.
12.4 The provisions of this clause 12 shall not apply to information which:
12.4.1 is or comes into the public domain through no fault of the Customer, its officers, employees, agents or contractors;
12.4.2 is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;
12.4.3 is independently developed by the Customer, without access to or use of SuLe Confidential Information; or
12.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies SuLe at the earliest opportunity before making any disclosure.
12.5 The parties agree that the terms of this clause 12 shall survive the termination or expiry of this Agreement for a period of ten years.
13 LIMITATION OF LIABILITY
13.1 The extent of SuLe’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 13.
13.2 Subject to clauses 13.2, 13.4, and 13.6, SuLe’s aggregate liability in respect of the Subscribed Services (howsoever arising under or in connection with this Agreement) shall not exceed an amount equal to the Subscription Fees for the relevant Subscribed Service paid to SuLe by the Customer in the 12-month period immediately preceding the first incident giving rise to any claim under this Agreement.
13.3 Subject to clauses 13.2, 13.4, and 13.6, SuLe’s aggregate liability to any Customer who is using the Platform on a free basis (howsoever arising under or in connection with this Agreement) shall not exceed one-hundred pounds (£100).
13.4 Subject to clause 13.6, SuLe shall not be liable for consequential, indirect or special losses.
13.5 Subject to clause 13.6, SuLe shall not be liable for any of the following (whether direct or indirect):
13.5.1 loss of profit;
13.5.2 destruction, loss of use or corruption of data;
13.5.3 loss or corruption of software or systems;
13.5.4 loss or damage to equipment;
13.5.5 loss of use;
13.5.6 loss of production;
13.5.7 loss of contract;
13.5.8 loss of commercial opportunity;
13.5.9 loss of savings, discount or rebate (whether actual or anticipated); and/or
13.5.10 harm to reputation or loss of goodwill.
13.6 Notwithstanding any other provision of this agreement, SuLe’s liability shall not be limited in any way in respect of the following:
13.6.1 death or personal injury caused by negligence;
13.6.2 fraud or fraudulent misrepresentation; or
13.6.3 any other losses which cannot be excluded or limited by applicable law.
13.7 This clause 13 shall survive the termination or expiry of this Agreement.
14 SUSPENSION
14.1 SuLe may suspend access to the Services (or any part) to all or some of the Customer and Authorised Users if:
14.1.1 SuLe suspects that there has been any misuse of the Services or breach of this Agreement;
14.1.2 the Customer fails to pay any sums due to SuLe by the due date for payment; or
14.1.3 required by law, by court or governmental or regulatory order.
14.2 Where the reason for the suspension is suspected misuse of the Services or breach of this Agreement, without prejudice to any of its rights under this Agreement, SuLe will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
14.3 Subscription Services Fees and any Professional Services Fees shall remain due and payable during any period of suspension notwithstanding that the Customer, or some or all of the Authorised Users may not have access to the Services.
15 TERM, RENEWAL AND TERMINATION
15.1 The Subscribed Service Period shall commence on the date of receipt of the first payment by the Customer and shall continue for a minimum period of twelve (12) months (Initial Term), when it shall automatically renew for further twelve (12) month periods on the anniversary date of the Initial Term (each a Renewal Term) unless and until either party provides not less than one months’ written notice to terminate this Agreement, such notice not to expire prior to the end of the Initial Term.
15.2 The provisions within clause 15.2 shall not apply to any Customers who use the Platform on a free basis, and in such circumstances, this Agreement shall commence upon the Customer accessing the Platform and shall continue, unless and until it is terminated by the Customer requesting deletion of their account, or by SuLe acting in its absolute discretion and for convenience without prior notice to the Customer.
15.3 SuLe may terminate this Agreement immediately at any time by giving notice in writing to the Customer if:
15.3.1 the Customer commits a material breach of this Agreement and such breach is not remediable; or
15.3.2 the Customer has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid for more than five (5) Business Days after the due date for payment.
15.4 SuLe may terminate, suspend, or amend the provision of free access to the Platform at any time with or without notice.
15.5 Any breach by the Customer of any terms of this Agreement, or any of the document and/or policies set out in clause 1.1.8 and clause 1.2 shall be deemed a material breach of this Agreement which is not remediable.
16 CONSEQUENCES OF TERMINATION
16.1 Immediately on termination or expiry of this Agreement (for any reason), the rights granted by SuLe under this Agreement shall terminate and the Customer shall (and shall procure that each Authorised User and Authorised Affiliate shall):
16.1.1 stop using the Services; and
16.1.2 destroy and delete or, if requested by SuLe, return any copies of the Materials in its possession or control (or in the possession or control of any person acting on behalf of any of them).
16.2 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
17 ENTIRE AGREEMENT
17.1 Our Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
17.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
17.3 Nothing in this Agreement shall limit or exclude any liability for fraud.
18 ASSIGNMENT AND SUBCONTRACTING
18.1 Except as expressly provided in this Agreement, SuLe may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.
18.2 Except as expressly permitted by this Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without SuLe’s prior written consent.
19 SET OFF
Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
20 NO PARTNERSHIP OR AGENCY
The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
21 SEVERANCE
21.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
21.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
22 WAIVER
22.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
22.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
22.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
23 THIRD PARTY RIGHTS
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
24 GOVERNING LAW
This Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England.
25 JURISDICTION
The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual
