This is a legally binding agreement (T&Cs) between you (referred to in these T&Cs as "you", "your" and "the Customer") and Humble Ventures Limited: incorporated in England and Wales under company number 14899518 and registered at Sovereign House, Arkwright Way, Queensway Industrial Estate, Scunthorpe, DN16 1AL (referred to in these T&Cs as "us", "we", "our" and "Humble Ventures").
These T&Cs grant you the right to use and access the software-as-a-service(s) you have chosen to subscribe to on the Website, including any Updates, Upgrades, patches, fixes or workarounds made available by us, and any data, media or documents associated with it (together referred to in these T&Cs as the Subscribed Services).
By clicking to accept these T&Cs, you agree to and accept the following terms which will be binding on you and any of your authorised users when accessing or using the services.
These T&Cs apply to business-to-business relationships and are not to be entered into by consumers. You should only click to accept these T&Cs if you are doing so for or on behalf of a business.
If you do not agree to any of these T&Cs, you must not click to accept them. If you do not click to accept these T&Cs, for whatever reason, you will not be allowed to access or use the services and we will either make sure services are not available to you or prevent you from accessing the services by any means.
In this Agreement:
In this Agreement, a reference to:
2.1. Each set of Subscribed Services you subscribe to form a separate agreement that incorporates the rights and obligations in these T&Cs, the Data Protection Addendum and any policies referred to in either these T&Cs or the Subscribed Service Specific Terms.
2.2. If there is any inconsistency or conflict in the rights and obligations set out in this Agreement or the documents referred to within them, the following order or priority will prevail (in descending order):
2.3. Subject to the order of priority set out in section 2.2, later versions of the documents listed will take priority over earlier versions if there is any inconsistency or conflict between them.
3.1. The Subscribed Services require you to be using a device with an Internet connection and an up-to-date web browser which supports Javascript to operate correctly.
4.1. Subject to these T&Cs and payment of the Fees in accordance with these T&Cs, we grant you a limited, non-exclusive, non-transferable and non-sublicensable (other than as permitted under section 4.2) right to access and use the paid-for Subscribed Services for the Permitted Purposes only in the Territory and for the duration of the Subscription Period.
4.2. The rights granted in section 4.1 include a right for you to grant sub-licences to the Authorised Users, subject to the terms of this Agreement.
4.3. Unless otherwise stated, there are no additional Fees for sub-licences to Authorised Users.
4.4. Third-Party Software supplied as part of or in addition to the Subscribed Services will be subject to any additional terms and conditions as notified to you.
4.5. You agree to comply with any such terms and conditions.
5.1. You will pay the Fees in advance of or on commencement of each Subscription Period.
5.2. Payment of the Fees will be processed via our selected third-party payment provider.
6.1. Except as expressly permitted under these T&Cs or by law, you will not:
6.2. You will access and use the Subscribed Services at all times in accordance with any instructions or user guidance, and all other terms of these T&Cs.
6.3. You will notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Subscribed Services.
7.1. You will ensure that only Authorised Users use the Services and that such use is at all times in accordance with this Agreement.
7.2. You will ensure that Authorised Users are, at all times while they have access to the Subscribed Services, your employees, contractors any other third party that we expressly allow you to grant access to the Subscribed Services.
7.3. You will keep a record of all Authorised Users.
7.4. You will:
7.5. You warrant that you, and all Authorised Users and all others acting on your or their behalf (including systems administrators) will keep confidential and not share with any third party their password or access details for any Subscribed Service.
7.6. You will, and you will ensure all Authorised Users will, at all times comply with the Acceptable Use Policy and all other provisions of this Agreement.
7.7. If any password has been provided to any third party that is not an Authorised User, you will, without delay, disable any such passwords and notify us immediately.
7.8. Sections 7.3 to 7.6 (inclusive) will survive termination or expiry of this Agreement for whatever reason.
8.1. You will indemnify us in full and on demand for any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses we suffer or incur arising in connection with your breach of this Agreement.
8.2. This section 8 will survive termination or expiry of this Agreement for whatever reason.
9.1. Support services will be available for each paid-for Subscribed Service for the duration of the Subscription Period, to the extent specified in section 9.2.
9.2. To obtain support services, you may email our helpdesk to submit a ticket.
9.3. We will use reasonable endeavours to:
9.4. We will use reasonable endeavours to:
9.5. You acknowledge that you may receive no advance notification of downtime caused by a Force Majeure Event or for other emergency maintenance.
9.6. You acknowledge that the Services do not include:
10.1. We may, at our absolute discretion, make New Versions from time to time.
10.2. We will endeavour to notify you of such New Versions.
10.3. A New Version will replace the preceding version of the same document(s) for the purposes of this Agreement from the date falling 14 days after they are published (or from such other date as we may specify).
10.4. If you reasonably believe that any New Version materially impacts you negatively, you may be notice elect to terminate this Agreement in respect of all impacted Subscribed Services, provided you:
10.5. You acknowledge that we are entitled to modify the features and functionality of the Services.
10.6. We may, without limiting section 10.4, establish new limits on the Subscribed Services (or any part of them), including limiting the volume of data which may be used, stored or transmitted in connection with the Subscribed Services, remove or restrict APIs, or make alterations to data retention periods, provided such changes are introduced by a New Version to the relevant impacted contractual documents.
10.7. We will comply with our related obligations in the Data Protection Addendum.
11.1. During the Subscription Period, you will maintain accurate and complete records of your and each Authorised Users’ access and usage of the Subscribed Services under this Agreement, including the number and identity of any Authorised Users.
11.2. You will allow and procure for us (and any authorised representatives) access to and audit (and to take copies of) your relevant records and the Authorised Users to the extent necessary to verify that the access and use of the Subscribed Services is in accordance with these T&Cs, such audits to be undertaken:
11.3. You will provide us with all reasonable assistance and co-operation to enable us to conduct any inspection or audit under this section 11. We will comply with your reasonable directions to minimise disruption to your business and to safeguard the confidentiality of Customer Data.
11.4. Promptly following our request, you will provide us with copies of the records referred to in section 11.1.
11.5. We may monitor, collect, store and use information on the use and performance of the Services (including Customer Data) to detect threats to or errors in the Services or our operations, and for the purposes of further development and improvement of our Services, provided that such activities at all times comply with the Privacy Policy and Data Protection Addendum.
11.6. This section 11 will survive for a period of 12 months following termination or expiry of this Agreement for whatever reason.
12.1. We warrant that:
12.2. Any Update or Upgrade of the Subscribed Services you receive under this Agreement will be covered under the warranty in section 12.1.
12.3. If there is a breach of the warranty in section 12.1, provided that you notify us promptly in writing and provide sufficient information to enable to us to reproduce any errors, we will, at our option:
12.4. To the maximum extent permitted by law, section 12.3 sets out your sole and exclusive remedy (whether arising in contract, tort, negligence or otherwise) for any breach by us of section 12.1. or for any other error or defect in the Services.
12.5. The warranty in section 12.1 is subject to you complying with your obligations under (and accessing and using the Subscribed Services in accordance with) these T&Cs.
12.6. In addition, the warranty in section 12.1 will not apply to the extent that any error in the Subscribed Services arises in connection with:
12.7. We do not give any warranty or guarantee, nor do we make any representation or accept any liability (whether arising in contract, tort, negligence or otherwise) in relation to the Subscribed Services:
12.8. Other than as set out in this section 12, all warranties, conditions, terms, undertakings or obligations, whether express or implied and including any implied terms relating to quality, fitness for any particular purposes, reasonable care and skill or ability to achieve a particular result, are excluded to the fullest extent permitted by law.
13.1. You will, and you will ensure that all Authorised Users will:
14.1. You acknowledge that all IPR in the Services are owned by or licensed to us, that the right to access and use the Subscribed Services is licensed (not sold) to you, and that you will have no other rights other than those granted under these T&Cs.
14.2. You will have no right to access the Subscribed Services in source code form.
14.3. To the extent that you or any third party acting on your behalf, acquires any IPR in any part of the Services, you will assign or procure the assignment of such IPR with full title guarantee (including by way of present assignment of future IPR) to us or such third party as we may elect.
14.4. You will execute all such documents and do such things as we may consider necessary to give effect to this section 14.1.
14.5. You and Authorised Users may be able to store or transmit Customer Data using one or more Subscribed Services, and the Subscribed Services may interact with Customer Systems.
14.6. You hereby grant a royalty-free, non-transferable, non-exclusive licence for us (and each of our direct and indirect sub-contractors) to use, copy and other otherwise utilise Customer Data and Customer Systems to the extent necessary to perform or provide the Services, or to exercise or perform our rights, remedies and obligations under this Agreement.
14.7. To the extent Third-Party Software is made available to, or used by or on behalf of, you or any Authorised User in connection with the use or provision of any Subscribed Service, such use of Third-Party Software will be subject to any additional third-party terms in accordance with section 4.3.
14.8. We may use any Feedback without limitation. You assign (or you will procure the assignment of) all IPR in the Feedback with full title guarantee (including by way of present assignment of future IPR) to us at the time such Feedback is first provided to us.
14.9. You waive (and will ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights (and analogous rights worldwide) in the IPR assigned to us under this Agreement.
14.10. If we have reason to believe that a third-party claim may be brought by any third party alleging that the Subscribed Services infringe any IPR of a third party (an IPR Claim), we may at our sole option and expense (and you will permit us to):
14.11. This section 14 sets out your sole and exclusive remedy (whether arising in contract, tort, negligence or otherwise) for any IPR Claim.
14.12. This section 14 will survive termination or expiry of this Agreement for whatever reason.
15.1. To the maximum extent permitted by law, we will not be liable for any breach, delay or default in the performance of this Agreement or any obligation under it to the extent such breach, delay or default (or the circumstances give rise to it) arises or was contributed to by any Relief Event.
16.1. The extent of our liability under or in connection with this Agreement (whether arising in contract, tort, negligence or otherwise) will be as set out in this section 16.
16.2. Nothing in this Agreement operates or seeks to exclude or limit any liability which cannot be excluded or limited by law.
16.3. All exclusions and limitations in this Agreement will be subject always to this section 16.2.
16.4. We will not be liable for any indirect, consequential or special loss, nor will be liable for any of the following (whether direct or indirect):
16.5. Our liability under this Agreement for any one incident will not exceed the greater of a sum equal to:
16.6. Our total aggregate liability under this Agreement will not exceed a sum equal to 100% of the Fees paid to us.
16.7. This section 16 will survive termination or expiry of this Agreement for whatever reason.
17.1. We may suspend access to the Services (or any part of them) to all or some of the Authorised Users if:
17.2. Where the reason for the suspension is suspected misuse of the Services or breach of this Agreement, without affecting our rights under section 18, we will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
17.3. In relation to suspensions under section 17.1(b), and subject to us having exercised a right to terminate in accordance with section 18.4(d), access to the Services will be restored promptly after we receive payment in full of all overdue sums.
17.4. Fees will remain payable in full during any period of suspension, regardless of whether you or some or all of the Authorised Users may not have access to the Services.
18.1. This Agreement will come into force on the Start Date and, unless terminated earlier in accordance with these T&Cs, it will continue until the end of the Subscription Period in which either you or we cancelled your subscription to the Subscribed Services.
18.2. Either party may cancel your subscription to the Subscribed Services at any time without cause.
18.3. If your subscription to the Subscribed Services is cancelled by you or us under section 18.2, you will retain access to and the right to use the Subscribed Services until the end of the Subscription Period in which your subscription was cancelled.
18.4. We may terminate this Agreement at any time on written notice (such notice to state whether termination is with immediate effect or later) if you:
18.5. Any breach by you or any Authorised User of the Acceptable Use Policy or of section 6 will constitute a material breach of this Agreement which cannot be remedied.
18.6. Termination of this Agreement will result in the immediate cancellation of your subscription to the Subscribed Services, resulting in the immediate withdrawal of access to and the right to use, the Subscribed Services.
19.1. On termination or expiry of this Agreement for whatever reason:
20.1. Customer Data will at all times remain your property or the property of your licensors.
20.2. Except to the extent that we have direct obligations under data protection law, you acknowledge that we have no control over any Customer Data hosted as part of the provision of the Services and we may not actively monitor or have access to the content of Customer Data.
20.3. You will ensure (and you are exclusively responsible for) the accuracy, quality, integrity and legality of Customer Data and that its use (including use in connection with the Services) complies with all law and IPR.
20.4. You warrant that you own all IPR and other rights required to use, upload and host Customer Data as part of the Services, or that you are correctly licensed to do so.
20.5. You will ensure that Customer Data is not, at all times and in any manner:
20.6. If we become aware of any allegation that any Customer Data may not comply with the Acceptable Use Policy or any other part of this Agreement, we will have the right to (in respect only of that part of Customer Data which is suspected of being non-compliant):
(in each case without the need to consult you).
20.7. Where reasonably practicable and lawful to do so, we will notify you before taking any action set out in section 20.4.
20.8. Except as otherwise expressly agreed in this Agreement, we will not be obliged to provide you with any assistance extracting, transferring or recovering any data (including Customer Data) whether during or after the Subscription Period.
20.9. You acknowledge and agree that you are responsible for maintaining safe backup copies of any Customer Data, including as necessary to ensure the continuation of your business.
20.10. You will ensure that you back up (or procure the back up of) all Customer Data regularly and extract it from each Subscribed Service prior to the termination or expiry of this Agreement, or prior to the termination or suspension of any of the Services where it has received notice from us of such termination or suspension.
20.11. We may routinely undertake regular backups of the Subscribed Services (which may include Customer Data) for our own business continuity purposes.
20.12. You acknowledge that such actions do not in any way make us responsible for ensuring Customer Data does not become inaccessible, damaged or corrupted.
20.13. To the maximum extent permitted by law, we will not be responsible for any loss of availability of, or corruption or damage to, any Customer Data.
20.14. Unless otherwise subsequently agreed between the parties in writing, you instruct that we will within 60 days of the end of the provision of the Services (or any part of them) relating to the processing of Customer Data, securely dispose of such Customer Data processed in relation to the Services (or any part of them) which have ended, except to the extent that any applicable law of England and Wales requires us to store such Customer Data.
20.15. We will have no liability for any deletion or destruction of any Customer Data undertaken in accordance with this Agreement.
21.1. We will maintain the confidentiality of Customer Data and will not (without your prior written consent or in accordance with this Agreement) disclose or copy Customer Data other than as necessary for the performance of the Subscribed Services or our rights and obligations under this Agreement.
21.2. Section 21.1 will not apply to information which is:
provided that sections 21.2(a) to 21.2(c) will not apply to Protected Data (as defined in the Data Protection Addendum).
21.3. To the extent any Customer Data is Protected Data (as defined in the Data Protection Addendum), we will ensure that such Customer Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of our obligations under the Data Protection Addendum.
21.4. This section 21 will survive for a period of 12 months following termination or expiry of this Agreement for whatever reason.
22.1. Notices given under or pursuant to this Agreement must be in writing and in English.
22.2. Notices may be given, and will be deemed received:
22.3. This section 22 will not apply to notices given in legal proceedings.
23.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes any previous agreement, understanding or arrangement made between them, whether in writing or verbally, in respect of its subject matter. You acknowledge that you have not entered into this Agreement in reliance on, and you will have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
23.2. Variation: No variation of these T&Cs will be valid or effective unless it is in writing and expressly agreed to by both parties.
23.3. Assignment: You may not assign, subcontract, novate, mortgage, charge or otherwise transfer this Agreement, or any of your rights or obligations under this Agreement, to any third party without our prior written consent.
23.4. Severance: If any provision of these T&Cs (or part of any provision) is or becomes unenforceable, the enforceability of any other provision of these T&Cs will not be affected.
23.5. Waiver: No failure or delay by either party to exercise any right or remedy provided by this Agreement or applicable law will operate as a waiver of that right or remedy, nor will it prevent or restrict any future exercise of that right or remedy. Any waiver of any right or remedy will only be effective if given in writing and for the instance in which it is given.
23.6. Third-Party Rights: No third party will have any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any of the provisions of this Agreement.
23.7. Governing Law and Jurisdiction: This Agreement and any dispute or claim arising in connection with it will be governed by the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any dispute arising in connection with this Agreement.
1.1. In this Data Protection Addendum, defined terms will have the same meaning as given in the remainder of this Agreement.
1.2. In addition, in this Data Protection Addendum:
1.3. In this Data Processing Addendum, rules of interpretation set out in the remainder of this Agreement will apply.
1.4. In addition, in this Data Protection Addendum, a reference to a paragraph is to a paragraph of this Annex 1.
2.1. The parties agree that, for Protected Data, you will be the Controller and we will be the Processor.
2.2. To the extent you are not sole Controller of any Protected Data, you warrant that you have full authority and authorisation of all relevant Controllers to instruct us to process the Protected Data in accordance with this Agreement.
2.3. We will process Protected Data in compliance with:
2.4. You will ensure that you and each Authorised User will at all times comply with:
2.5. You warrant that at all times:
3.1. Where we process Protected Data on your behalf, we:
3.2. You will be responsible for ensuring all Authorised Users read and understand the Privacy Policy (as Updated from time to time).
3.3. You acknowledge and agree that the execution of any computer command to process (including deletion of) any Protected Data made in the use of any of the Subscribed Services by an Authorised User will be a Processing Instruction (other than to the extent such command is not fulfilled due to technical, operational or other reasons).
3.4. You will ensure that Authorised Users do not execute any such command unless authorised by you (and by all other relevant Controller(s)) and you acknowledge and accept that if any Protected Data is deleted pursuant to any such command, we are under no obligation to seek to restore it.
3.5. Subject to any subsequent agreement between the parties in writing, processing of the Protected Data by us under this Agreement will be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out Part B of this Annex 1.
4.1. We will implement and maintain adequate technical and organisational measures in relation to the processing of Protected Data by us.
4.2. During the period in which we process any Protected Data, you will regularly undertake a documented assessment of whether the security measures implemented in accordance with paragraph 4.1 are sufficient to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access to the extent required by Data Protection Laws in the circumstances.
5.1. Subject to paragraph 5.2, we will not engage (nor permit any other Sub-Processor to engage) any Sub-Processor for carrying out any processing activities in respect of the Protected Data in connection with this Agreement without your prior written authorisation.
5.2. You will not unreasonably object to any new Sub-Processor (or any change to any of the Sub-Processors).
5.3. You authorise:
5.4. We will:
6.1. We will refer all Data Subject Requests we receive to you.
6.2. You will pay us for all work, time, costs and expenses incurred by us or any Sub-Processor(s) in connection with such activity.
6.3. We will provide reasonable assistance (taking into account the nature of processing and the information available to us) to you in ensuring compliance with your obligations under Data Protection Laws with respect to:
provided you will pay us for all work, time, costs and expenses incurred by us or any Sub-Processor(s) in connection with providing such assistance.
7.1. Subject to paragraphs 7.2 and 7.3, we will not Transfer any Protected Data:
without your prior written authorisation, except where required by applicable law (in which case the provisions of paragraph 3.1 will apply).
7.2. You authorise us (or any Sub-Processor) to Transfer any Protected Data for to any International Recipient(s), provided all Transfers of Protected Data by us (or any Sub-Processor) to an International Recipient will (to the extent required under Data Protection Laws) be effected by way of Lawful Safeguards and in accordance with Data Protection Laws and this Agreement.
7.3. The provisions of this Agreement (including this Data Protection Addendum) will constitute your instructions with respect to Transfers in accordance with paragraph 3.1(a).
7.4. You acknowledge that, due to the nature of cloud services, Protected Data may be Transferred to other geographical locations in connection with use of the Services further to access or computerised instructions initiated by Authorised Users.
7.5. You acknowledge that we do not control such processing and you will ensure that Authorised Users (and all others acting on your behalf) only initiate the Transfer of Protected Data to other geographical locations if Lawful Safeguards are in place and that such Transfer is in compliance with all applicable law.
8.1. We will maintain, in accordance with Data Protection Law binding on us, written records of all categories of processing activities carried out on your behalf.
8.2. On request, we will provide you (or auditors mandated by you) with a copy of the third-party certifications and audits to the extent made generally available to its customers (as Updated from time to time).
8.3. Such information will be confidential to us and will by you with the utmost standards of confidentiality.
9.1. In respect of any Personal Data Breach, we will:
10.1. Following the end of the provision of the Services (or any part) relating to the processing of Protected Data, we will dispose of Protected Data in accordance with our obligations under this Agreement.
10.2. We will have no liability for any deletion or destruction of any Protected Data undertaken in accordance with this Agreement.
11.1. We will be liable for Data Protection Losses under this Agreement:
11.2. If a party receives a compensation claim from an individual relating to processing of Protected Data in connection with this Agreement or the Services, it shall promptly provide the other party with notice and full details of such claim.
11.3. You will not be entitled to claim back from us any part of any compensation paid by you in respect of such damage to the extent that you are liable to indemnify or otherwise compensate us in accordance with this Agreement.
11.4. This paragraph 11 is intended to apply to the allocation of liability for Data Protection Losses as between the parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Laws to the contrary, except:
12.1. This Data Protection Addendum (as Updated from time to time) will survive termination or expiry of this Agreement for whatever reason, and it will continue until no Protected Data remains in our possession or control or that of any Sub-Processor, except that paragraphs 10 to 12 will continue indefinitely.